Fairest of Them All

by Megapone

Rating: mature
Tags: Anthro, Romance
Length: 3706

As Fluttershy's curves increase by the day, Rarity can't help but be jealous of her friend's swelling sex appeal. When Rarity presses Fluttershy on the secret of her burgeoning beauty, she discovers a source more erotic than she ever imagined.

With each passing day, Fluttershy's beauty only grows greater. Rarity, fine-proportioned mare that she is, can't help but be jealous of her friend's swelling sex appeal, with each new cup size or pant-fitting only driving her curiosity and lusts higher. When Rarity finally presses Fluttershy on the secret of her burgeoning curves, though, she discovers a source more erotic than she could ever have imagined.

Contains: Hyper breasts/ass, hyper cock/balls, hyper muscles, size difference, threesome (M/F/F), cum baths, breast growth.

Compiled as a series of ongoing Patreon snippets. Coverart by skyearts, found at Derpibooru ID #1223774. Story will be updated monthly.

Published 1970-01-01 00:00:00 UTC
Last updated 2016-12-27 19:09:28 UTC

Chapter One

The warm water rippled around Rarity's body, tiny waves crashing against her skin. The heat of the hot tub permeated her hide. She took a deep breath, and shivered with delight as the crisp coolness of the cucumbers over her eyes clashed with the thick, humid steam of the spa. The water lapped eagerly at the round circles of her areolae, her bare breasts only half-submerged by the tub. Her toes curled in delight.

Now this was relaxation.

"Mm," Rarity murmured. "Fluttershy, won't you come in?"

"Oh, of course, Rarity. Just—one moment."

A short grunt—then a sigh of relief. A thin little smile curved Rarity's lips. She'd seen the way Fluttershy's pants had clung to her hips and rear on their way in. Covering up a body like that with sweatpants—as Fluttershy so often did—ought to be illegal. Then again, Rarity thought, her smile twitching, the sheer size of her friend's assets made such efforts nevertheless...fruitless.

There came a delightful little squeak—and then a splash that made Rarity's ears flinch. She picked up one of her cucumber covers and watched gallons of hot, steamy water go slopping over the sides of the tub. Ripples-turned-waves broke against her side, sending her breasts bouncing and floating—but even that was nothing compared to the sight before her. Rarity's eyebrows furrowed, and her muzzle dug into a teasing, knowing grin.

"O-oh, my." Fluttershy's hands flew to her cheeks. "I didn't mean to spill so much water."

"Nonsense, darling." With a pinch of her fingers, Rarity rid herself of the other cucumber slice. With Fluttershy in the tub, there was no excuse not to look.

Rarity flashed her a grin. "There's plenty more."

Fluttershy's cheeks reddened, but she relaxed a little. Her arms and legs, so tense and tight with constant self-control, spread out, muscles going loose as the warm water soaked into her pores and hide. There was quite a lot of her to spread out.

Fluttershy seemed to notice so, too—a good half of the six-foot hot tub was covered yellow, an impressive amount compared to Rarity's own svelte sliver. She chewed on her lip. "I just don't want to leave a mess for Aloe and Lotus to clean up."

My dear, Rarity told herself silently, one look at you like this would leave enough of a mess for anyone to clean up. Her luscious legs rubbed together, thighs pressing against her clit as she eyed Fluttershy's naked form. It was undeniable that Rarity didn't have her own appeal—full, rosy lips; a taut rear; a well-rounded neckline; and a mane cleaned and conditioned to perfection without fail. But next to Fluttershy, she may as well have been plain.

Where Rarity was cool, calculated perfection, Fluttershy was hot, burgeoning sex appeal. Her heart-shaped lips were ripe for kissing, and her mane just made a pony want to run her fingers through it for hours on end. Yet if those had stayed her only attributes, she might have gone through life as an attractive, yet homely mare. It was her other, more physical attributes, that truly drove the senses wild.

Her rump was enormous, a pair of ballooning, spherical glutes to whom any fabric clung like spider's silk. The way she walked was enough to push any hot-blooded adult into libidinous frenzy, with those prime flanks flexing, bobbing, and pushing together. Her hips, always matronly, now flared out into a shelf wide enough to rest one's head on—a circumstance Rarity had found herself fantasizing about more than once. When Fluttershy moved, ponies watched. It was impossible to ignore the swaying, teasing sway of her step, the way every inch of her seemed to ooze an innocent, yet gluttonous kind of lust.

Perhaps it was just the way she was proportioned—even Applejack, bottom-heavy as she was, seemed to walk with a swankering swagger to her step. But Fluttershy was tall, too—and where her rear was large, her chest was massive.

Rarity realized that she was ogling, and abruptly realized that she didn't care. Her friend was simply too...

...delicious.

Those breasts. My goodness, Rarity thought—but those breasts. She herself knew a thing about a weighty endowment, with her own bust pushing an F-cup. But Fluttershy made her look positively prepubescent by comparison.

Each tit was easily large enough for a foal to curl up inside, and still have room to spare. Rarity's thoughts felt woozy at the very thought of it. When she was standing, Fluttershy's breasts fell down nearly to her knees, covering her entire torso past the subtle taper of her hips. Off to the changing panel behind the tub, she could make out the enormous strips of fabric that made up her friend's bra. The strength it must take to heft those things around—Rarity found herself marveling at the sight.

How much must they weigh in all—those glorious, bosom-straining mammaries? One hundred pounds together? One hundred and fifty? Why, they might very nearly outweigh herself! And those nipples—so large, so tender, their tips poking above the surface of the water, tall and round as a thimble and just begging to be fondled and groped and squeezed and suckled—

Rarity's legs crossed into a scissor, concealing her puffy arousal even as her thighs rubbed closer together. And yet Fluttershy carried them around—if not proudly, then still simpling, a pair of great, globular spheres the size of exercise balls bouncing and knocking together upon her chest. Awe turned to lust turned to envy.

"Fluttershy," Rarity began. Fluttershy had just let herself slip fully into the tub, eyes sliding closed—they flinched open again with a sharp little inhale. "Dear, you look even more radiant than our last meeting."

The cute little blush tinging Fluttershy's cheeks was enough to send any heart cooing. "Thank you, Rarity," Fluttershy demurred. "I'm glad you think so."

Even a subtle flex of Fluttershy's thunder-thigh legs—difficult as it was to see them beneath her magnificent bust—was enough to get Rarity's heart pounding. What a rush it would be to have those wrapped around one's head—or, better yet, to own such legs, to stride down the street watching admirers gape in awe at a set of thighs that could suffocate a victim without missing a beat of pleasure.

"Think so?" Rarity said. "Dear, I'm sure that if I took a tape measure to those bountiful curves of yours, I'd find at least a half-inch added since last Tuesday." She let her lips curl into a sultry grin, eyelashes fluttering across the tub. "I must admit that I'm a bit jealous, darling! How do you do it?"

"Oh—I don't know." Fluttershy glanced down at the surface of the water. Her great bosom, over three feet across and wobbling with the gentle ripple of the waves, floated just beneath her chin. "Good genes, I suppose."

Rarity laughed—she couldn't help it. She'd known the shy pegasus for years—and yet it was only over the past several months that she'd begun growing fairer by the day. "Really, Fluttershy," she said. "You can't expect me to believe that. You're up a half-dozen cup sizes from the Summer Sun Celebration, easily."

Then again, for mammaries that large, cup sizes seemed to have lost all meaning. At Fluttershy’s rate of growth, it seemed like only a matter before they’d be dragging along the ground, anyway, rendering the very idea of “bra size” a lost cause. Rarity bit her lip, feeling her core flex with hot, piercing arousal at the image that wrought.

Fluttershy blushed madly at the direct reference to her bust. Still, she shook her said and insisted, softly, "It's nothing, really."

It was a struggle not to roll one's eyes at that. With a thought, Rarity threw caution to the wind. Both hands came to rest, palm-down, on the soft jets of the hot-tub seat—and then she pushed herself off, swimming to Fluttershy's side.

"Come now," Rarity chided gently. Fluttershy gave a muffled squeak when Rarity cuddled in beside her—and moaned under her breath when one of Rarity's hands wrapped around her generous ass and squeezed. Perfectly manicured fingers dug deep into the soft, supple flesh of Fluttershy's rear, massaging her well-padded flanks as Fluttershy's wings bristled and stirred behind them.

"It's not polite to hoard," Rarity went on. She drew a hand up from the water, little diamonds of water-droplets flecking across their skin. Lithe, slender fingers walked across the surface of Fluttershy's bust as Rarity's bosom pressed into her side. Fluttershy's breathing grew faster, and she groaned as Rarity's left leg wrapped around hers. Gods, Rarity thought, staring down at her friend’s enormous breasts. With a little time, they could be bigger than her.

The thought drove her wild with excitement.

"We're friends, are we not? And friends share."

An elegant white finger moved down to fondle at a bright pink nipple. Fluttershy shivered, a clear surge of pleasure rippling through her body. Smiling, Rarity pulled her weight back—if only for a moment.

She waited.

"Okay," Fluttershy finally said. She offered Rarity a timid smile. "I'll show you."

Chapter Two

Knock-knock-knock.

Rarity waited patiently, hands folded calmly behind her back. Around her, the innocent songs, chirps, and squeaks of Fluttershy's whitemeadow menagerie filled the summer air, but her thoughts lingered in a thoroughly less clean area.

The doorknob clicked. In a heartbeat, Rarity was once more standing tall, eyes bright, cheeks rosy. She rolled her shoulders backward, happy to let just a few inches of cleavage poke out over her neckline. Why, one simply had to compensate where she could, and it never hurt to hold one's self with confidence! And if she was simply admiring her now-petite bust before its hopeful expansion into sheer decadence, why, that was just her prerogative, wasn't it?

The door swung open. Rarity's smile stretched wider, ready to greet Fluttershy with a cheery how-do-you-do.

But the pony on the other side of the door was quite the opposite of her effeminate friend.

It was...a wall. Bricks and everything. A row of thick, sharp-angled domes filled the space immediately in front of her vision before climbing up another full foot above her head. A mass of red, thick and hard, filled up the entirety of the doorframe. The carefully hewn work of some master builder, no doubt

Rarity's gaze tracked up - and up, past a jutting-out shelf of red - and up, and up - until she met Big Macintosh's kindly green eyes looking down from far above the top of the frame inside.

"B-Big Macintosh!" she stammered while she pinched her fingers together to restrain herself from grabbing. She frantically tried to fix the smile back onto her face - which wasn't exactly hard, given how...impressive the sight was before her. It was more the deep blush on her cheeks that made up the problem, crossed with the rather...distracting bulge at his crotch. His bare chest and muscles made her blood flush hot enough, but goodness, it looked like Fluttershy wasn't the only one who'd been doing some growing now was it? And in so many different places...

She realized abruptly that she was ogling. Again. Her voice cracked, but she managed, "It's...been a while, hasn't it?"

He inclined his - massive head; dear Celestia, but he had to be nearing nine feet tall! - once. "Eeyup."

Rarity's smile broadened. At least one of them wasn't falling apart. "Would Fluttershy be home, by any chance?" Her lushly proportioned thighs crossed, glutes tensing. Oh, but that rich, rumbling, earthy voice -

"Eeyup," he said, and stepped aside. Wetness slid betwixt her legs, warning her to step carefully.

Perhaps in more ways than one.

In but a moment, a cheery, hurrying Fluttershy was at the door, her own curves more then ready to bend the frame outward - but Rarity's gaze was still seized lock-tight by Macintosh's physique. The sight of that positively titanic bulge bouncing over his thighs - why, it had to be larger than her head; even at his great size, it was proportionately enormous! Soft now, she could hardly even glance to the side without thinking, 'hardness.' His jeans looked painted-on, every striated, corded muscle showing through as his bulk strained them to the breaking point -

" - was actually so very happy that you wanted to join us," Fluttershy was saying. The sunshine of her voice and smile cut through the rather heated haze of the moment. Rarity shook herself back to reality - and quickly averted her gaze from Big Mac's well-padded groin. "He's always thought you were such a sweetheart, and would love to see you try your hand at fashion in my size."

"Oh, my." Despite herself, Rarity found her cheeks blushing as red as Mac's hide at that. "Truly?" she asked, covering her full lips with her fingertips in embarrassment.

The behemoth himself only nodded contentedly. "Eeyup." He needed little else, as the rumble threatened to shake her clamped thighs lose simply from the joyous depth of it all! As Fluttershy snuggled into his side, the top of her head only tall enough to reach the top of his steel-sculpted abs, he gave a rumbling chuckle. "Ah know 'Shy's been strugglin' mighty hard to feel pretty, so havin' a good friend with her could help out."

Fluttershy squeaked in evident agreement, though her face reddened in clear embarrassment. Big Mac only smiled, and reached down to give her massive rump a lovingly possessive squeeze. She all but melted in his torso-thick arms, assflesh overflowing his giant's hands as her knee-draped tits wobbled and shook.

Rarity, meanwhile, was still recovering from the slicks of hot liquid sliding down the inside of her legs. Sweet Celestia, but the sound of that voice - and that musk alone -

Why, it'd been enough to make her cum. And she was still standing outside!

"Oh!" Fluttershy chirped, pulling away from Big Mac. He grunted in clear displeasure as her curvaceous body withdrew from his chiseled one - though a small, vacant smile did flicker across his face as the curve of her bountiful cleavage clipped across the bulge in his jeans. "How rude of us! Please - come in! Would you like any tea?"

"Oh, yes," Rarity said. She stepped inside after them - though had to stifle a moan of awe (and, if she were honest, lust) when she felt the floor of the small cottage shake when Big Macintosh's foot hit the ground. "Tea would be lovely."

Fluttershy clapped her hands together. "Oh, wonderful! Mac, would you get the tub from out back?"

The titan just nodded his head, echoing "Eeyup." Rarity watched him go - and had to keep down an indelicate squeal of incredulous arousal as she watched his mighty rear fight against the confines of his tight-packed jeans. And those broad shoulders! Had he not stood hunched over, they would have risen between the slats of the roof; as it was, Big Mac's ears scraped against the very wooden beams holding it up.

He'd always earned his name in her wistful mind. But Rarity remembered him as a six-and-a-half-foot giant of a stallion, not this wonderful, gorgeous, beautiful hulk of an Adonis! She shivered - and felt her pussy lips moisten anew when she pondered the idea of her tits being large enough to comfortably sandwich such a monstrous manhood between them.

And then she fully processed Fluttershy's words.

"What tub?" Rarity said aloud.

It was a few moments before Fluttershy returned, now carrying too steaming mugs of tea. Rarity accepted hers gratefully, taking a dainty sip as Fluttershy set hers down. From the back yard came a heavy thwunk, and a grunt of effort.

Fluttershy, meanwhile, had retrieved from a drawer a pile of...plastic coverings? Rarity watched, bemused, as Fluttershy ruffled the folded-up plastic in her arms. Then Fluttershy met her eyes, smiling shyly.

“Would you help me cover the furniture?” Fluttershy said. She nodded toward the couch and chairs dotting her sitting room. They’d already been pushed toward the walls, leaving a large empty space in the center of the room. “It’s easier with two ponies.”

“Of course!” Rarity wasted no time in grasping the top of one of the plastic sheets, though she couldn’t help but eye it oddly as Fluttershy picked up her end. It was some effort, Rarity noticed with approval, for Fluttershy to hold her grip above the radius of her enormous breasts, but she managed. “Though, if I might ask, what are these for?”

Fluttershy’s cheeks blushed cutely. “Ah,” she squeaked, “things can get a bit messy during our baths.”

“Ooh,” Rarity said. She nodded, instant understanding flooding her. The secret of Fluttershy’s size was a beauty product all along! Some manner of lotion or body wash, perhaps. From one of her animals? Perhaps found wandering in the Everfree Forest?

She briefly entertained the notion of Poison Joke, and dismissed it with a silent chuckle. No, she’d already looked into the idea of using that for any sort of product. Still, she felt a burning curiosity that was only magnified by the clunking sounds coming from outside.

Not to mention a burning sensation coming from...ah, elsewhere. Rarity’s fingers dug between the folds of her dress at her crotch, fingers idly rubbing her suddenly puffy lips. Hopefully, Fluttershy wouldn’t notice over the extreme breadth of her bust.

“But why an additional tub?” Rarity said. They finished settling a plastic sheet over the couch, a soothing crinkling noise echoing as the ends drifted down toward the wood floor. “You have a bath in your bathroom, do you not?”

Fluttershy averted her eyes. “Well - yes,” she admitted. “But, er, Mac doesn’t…”

“Hrm?”

“He doesn’t fit,” she squeaked.

Rarity eyed the door to the cottage’s bathroom. Then she recalled the size of the titan who’d opened the door for her.

Oh, yes, she thought, shivering deliciously. There would absolutely be a problem fitting such a hunk into a confined space. Then she frowned.

“Why does he need to be there?” she said. “Isn’t your product bottled, or tapped, or - “

Fluttershy was shaking her head. The blush on her cheeks was enough to make Rarity bite her lip with a cuteness-driven lust. “N-no,” she said. “He’s, um, very important.”

Rarity mentally shrugged. Then a heavy stomp alerted her to Big Mac’s return - and shook the entire cabin as well.

It was a moment before she realized that the back door had been enlarged - of course it had been enlarged; how else could a bathtub fit through Fluttershy’s original dainty door? - if only because Big Macintosh was simply so enormous that he made even the new oversized double-door look small. He had to duck inside to avoid hitting his head hitting the frame - and in one arm, curled up to his side, he carried a massive steel bathtub.

Rarity’s jaw dropped, eyes wide, as he easily dropped the enormous thing onto the floor. The entire cottage shook, the floor groaning under its weight. W-why, it must have weighed more than a tonne! And the size of it - a quick calculation estimated that surely no fewer than ten full-grown ponies could have fit inside! Why, it was less a bathtub than a pool!

While she was occupied with ogling the gigantic tub, Mac crossed the room - in only two long strides - and swept up his marefriend in his arms. She was tiny - barely larger than just one of his arms, his monstrous biceps flexing carefully beneath her form as they kissed, his enormous muzzle nearly swallowing up her dainty lips. Rarity couldn’t help but whimper under her breath at the sight, especially as one of Mac’s sausage-thick fingers caressed the curve of Fluttershy’s pony-sized mammaries, the overstretched green sweater holding them doing absolutely nothing to conceal their appeal as the overendowed filly squirmed and moaned in her studly god’s arms…

Rarity abruptly realized that she had shoved three fingers past the hem of her dress and was currently fingering herself like a filly in her first heat. She flushed - what was she, some two-bit horny whore? - and instantly drew her hand back. Her fingers were dripping with arousal.

Still… She couldn’t help watch in awe and envy for a few moments more, as Big Mac and Fluttershy finished their kiss, the massive - yet gentle - stallion fiercely meeting his lover’s lips as she caressed his bare chest, soft hands stroking steely pectorals as round and hefty as beach balls. And the way he held her incredible bust - along with her entire body! - in just one arm, curled in the nook of his bicep…

Rarity realized that she was masturbating again. Cheeks darkening, she tore her fingers back - and gasped at the sudden chill to her pussy. Goodness, but what was wrong with her?

Finally, Mac let Fluttershy down, the gentle giant’s massive arm unfolding just enough to let her - and her titanic breasts - drop to the floor. Fluttershy got to her feet with a breathy gasp, cheeks flushed and rosy, eyes as bright as a filly in the throes of her first afterglow.

“O-oh,” she said, still moaning slightly. One of Mac’s massive hands curled around her pillowy ass, and she squeaked, toes curling against the carpet. “S-sorry to keep you waiting, Rarity.”

“No need to apologize,” Rarity mumbled, idly wiping her dripping hand off on her dress. When she saw the way Mac eyed his marefriend again...she shivered. The look in those eyes was so intense - so heated - so strong. She tore her gaze back to the oversized bathtub in the center of the room. “Shall I - oh, I don’t know, fetch a pail of water? I imagine it might take some effort to fill this up.”

There came a low, rumbling sound, like the earth shaking. It was Big Mac - chuckling, his great chest bouncing and flexing as he laughed heartily. Beside him, Fluttershy smiled.

“Oh, no,” she said. “We won’t need water. But - oh, you will need to get into the tub.”

Rarity reached for her top - and then frowned. “With…” She nodded toward Big Mac, the overstudded stallion now eyeing her curiously.

“Oh, yes,” Fluttershy said, nodding. “We’ll just need you to strip down first.”