Rainbow Dash smiled in the mirror as she looked over the latest series of changes that had hit her body. It seemed her trysts with Thunderlane and Twilight Sparkle had given the amulet plenty of energy to continue its work on her. Her breasts had definitely grown further, resembling medium-sized melons now and bouncing proudly with any movement of her body. She’d soon have a hard time seeing her feet past them but pushed such worries aside. She began to knead the increasingly heavy orbs with both hands, moaning as she felt the sensitive flesh mold and jiggle in response. There was just so much there now, her girls were becoming so fun to play with.

There was more to the changes than just boob though. She smirked wider as she moved her hands down to her hips, which now had a very fertile curvature to them. Balancing out all her top-heavy weight was a plump, rounded rear behind her. Both cheeks stuck out from her body by several inches, jiggling whenever she so much as took a step. Thankfully, her body only seemed to be putting on fat in certain places. Her waist looked about the same as it always had.

Naturally, the continued growth meant her old clothes were goners. She debated making another visit to Rarity but decided against it since many of her friends were already becoming suspicious. Instead, she took a trip to a mall in Cloudsdale to buy herself some new clothes. Fully expecting that her growth would probably still continue for awhile, she decided to buy additional clothes in several different sizes ahead. She reached down into her bag and began to try the new clothing on. She started by pulling out an E-Cup bra but struggled heavily as it refused to cup around her breasts. An EE-Cup met with the same result. She had to go all the way up to an F-Cup before getting a snug, but working fit. Meanwhile, it took a pair of panties in the lower plus-sizes to properly hold back her fattened rear. She topped off her attire with a pair of extremely short shorts and a low-cut tank top that would let plenty of her cleavage be on display for anyone interested to see.

She spent quite a few moments admiring her figure before she pulled the amulet out from in between her breasts. It glowed lightly with pink energy, the same energy which had been responsible for all her changes. This little trinket had given her so much fun over the past few days. Not only had it gifted her with a rocking new figure, but it had given her an influence over people she didn’t have before. She felt a sudden eagerness to explore what else she could do with this new power. She seduced Twilight very easily, and she was her most prudish friend next to Rarity. If she could bed Twilight, she could bed anyone she wanted.

Her mind drifted to Soarin, one of her Wonderbolt idols. She had fantasized about him more than once in the past, but never even dreamed it could really happen. He’d be a lot more challenging to seduce then Thunderlane, a welcome challenge in Rainbow’s mind. She grabbed her phone and began dialing, smiling when she heard her target’s voice on the other end of the line.

“Hey, Soarin. Can I meet you somewhere in Cloudsdale? There was something I wanted to talk about, and a few things I wanted to show you.”

“Uhhh...Sure, Rainbow Dash” Soarin’s reply sounded heavily confused, but open enough, “How about the Rainbow Falls Food Court?”

“That sounds great, I’ll see ya there~” She could barely hide the excitement in her voice as she hung up the phone. If she could actually pull this off she’d be fulfilling one of her longest fantasies. If she failed, it would be a huge embarrassment and maybe hurt her future chances with the Wonderbolts. Part of her wondered if it was really worth the risk, but a now overwhelming part of her was an agreement.

“It’s totally worth it.”

Rainbow Dash left immediately for Cloudsdale and arrived at the Rainbow Falls Food Court early in the afternoon. She received several glances from passersby. The reactions to both her attire and her figure ranged from those disgusted at the perversity to those who were both intrigued and aroused at the display. She saw several males, and even a few females, who seemed entranced by the movement of her heavy breasts. They watched with interest as each step she made caused the two orbs to bounce heavily in her shirt. She also caught several people trying to sneak glances at her rear, which also jiggled nicely with every bit of movement she made.

Her heart skipped a beat when she finally spotted Soarin and began making her way over to him. He smiled at first, but the smile quickly turned into a look of surprise as he began to look her over.

“H-Hey there, Rainbow Dash,” greeted Soarin, already stumbling over himself a little. “You look..err..different..”

A smirk crossed Dash’s face as she noticed Soarin blatantly looking down at her cleavage as he spoke, “Just a little growth spurt”

Soarin shook his head, breaking out of the momentary lapse in his concentration. “R-Right. Well, stuff happens I guess. You said there was something you wanted to talk about?”

“Mhmm, but let’s get something to eat first,” replied Rainbow Dash.

Soon the two of them were sitting down at a nearby table, with Soarin feasting on a pie and Dash a bowl of ice cream. Soarin seemed more than content with his food, but Rainbow’s focus was obviously elsewhere.

“So...Soarin. About why I wanted to meet you here. I’ve been hanging around the Wonderbolts for awhile now, and I feel like we know each other fairly well. Have you ever thought about…?”

Soarin’s eyes widened, “You and I...being…? Dash, you know how much romance complicates things inside the team.”

“Yeah, but you and Spitfire pulled it off for awhile. Besides, with the breakup you two had I’m sure you must be feeling really lonely,” she gave him a warm smile, all the while leaning over the table lightly and better putting her chest on display.

Soarin blushed heavily, but was obviously trying to hide the mixed feeling as best he could, “Maybe, but I’m not sure I’m ready to get into another big relationship right now.”

“It doesn’t have to be anything that serious then,” replied Rainbow, “Maybe you and I could just rent a room for one night, have some fun, and see what goes from there. If nothing else, we’ll have a good time and then go back to normal.”

Soarin seemed tempted, but still reluctant. “This is all so sudden, Rainbow Dash. What gives with all this? Your behavior, the way you’ve dressed, your body. None of this is like you at all.”

Rainbow Dash shook her head, “Everyone’s been so worried about me lately. Sometimes people change, and change can be a wonderful thing~”

Soarin gulped, his resistance quickly being sapped by some force. Rainbow Dash looked at him deeply with those beautiful magenta eyes, full of passion and lust. It was becoming harder and harder to say no to her. She seemed to sense him breaking and moved in to prod him further.

“Come on, Soarin. Just one night, couldn’t hurt right? If it doesn’t work out, we don’t ever have to talk about it again. I think you and I could find a lot of creative ways to have a good time though,” Dash whispered in a sensual voice, all the while sneaking a hand underneath the table. She gently caressed Soarin’s thigh before moving over to his crotch. She felt a heavy bulge and began to rub it back and forth, staring at Soarin knowingly.

Soarin was sweating at this point, trying hard not to give in to his lust openly. “A-Alright, I’ll...I’ll find us a hotel room somewhere. Just wait for a bit, and I’ll text you the time and place, okay?”

Rainbow smiled, “I’ll be looking forward to it,” she gave him a happy wave as he stood up and made his way out. A surge of excitement went through her at the thought of another success, but there was also a hint of doubt. What if her influence wore off after he walked away? What if all she did was scare him off for good?

She’d know soon enough, there wasn’t much left to do but wait for the message.

The message came within the hour. Apprehension filled Rainbow Dash as she activated her phone and brought up Soarin’s response. Her emotions heightened when she saw that it read: “Hurricane Hotel, Room 374. 8:00 P.M”.

“He actually said yes”

Dash was beside herself. Sex with Soarin was something she had fantasized about for a long time, and now fantasy was about to become reality. This could be a one-time chance, so she’d have to put on her best private show. She made her way to a nearby mall and began to gathering everything she’d need to get herself looking perfect for the upcoming event. After purchasing all the new clothes and other materials she made her way to a private bathroom. By her side was a bag full of lingerie, makeup, and a few other things she once promised she’d never use. Thankfully, she was more adventurous now than she used to be.

“Alright, Dash. Time to bring out your inner Rarity”

She stripped down all her normal, more boring clothes and looked at her naked form in the mirror. Her heavy breasts stood firm and proudly on her chest, demanding attention. Meanwhile, her hips made a very wide contrast to her thin waistline. Her body was already delightful, now she just needed the right outfit to compliment it. She started by pulling on a pair of fiery red panties that clung tightly to the curve of her hips and rear. Next was a matching bra that she just barely managed to clasp on. It only just held back her big orbs of flesh, with her heavy tits seeming to almost fight against the restraints. She intentionally bought her new clothes to be just a bit too small so her curves would be all the more emphasized. She then pulled a pair of pantyhose over her legs and thighs, which had become increasingly thick lately. Soon her upper legs would be rubbing against each other no matter what she tried to do to avoid it. Now for the outer layer of clothes. She donned a skirt that would have been innocent enough were it not so small, but as it was she’d only have to bend over just slightly to give onlookers a full view of her plump backside. Her shirt completely showed off her midriff and left plenty of exposed cleavage for any interested parties to gawk at.

She struck a few poses in the mirror to see how she looked and was delighted at the results. Now she just needed the finishing touches. She took a container of lipstick out of her bag and gently smeared her lips with a bright red finish, completing her more sensual look. As she gazed at her new body in the mirror, she couldn’t decide what was more scandalous: The fact that she looked like a total slut, or that she felt good doing it. She could already imagine Soarin groping at her oversized breasts, or smacking her rounded rear as he bent her over and gave her a good pounding. On total instinct, one of her hand began to slip down her skirt and panties to rub at her already lubricated slit. She allowed herself to indulge for a few moments before pulling her hand away.

There was no time to waste, the real prize was waiting for her.

With her new look in order, Rainbow Dash made her way to the Hurricane Hotel. She reached room 374 and took a deep breath before putting on a confident smile. She gave their door a hard knock and waited. A few moments passed before the door opened just a crack and Soarin looked out at her.

“Oh, it’s you, Dash. Get inside, quick.” He opened the door for a brief moment and quickly hurried her inside so he could shut it again behind her.

“Wow, eager are we?” Replied Dash with surprise in her voice.

Soarin looked at her nervously, “W-Well, this is all kind of scandalous. I just wanted to make sure nobody puts two and two together.”

Rainbow Dash rolled her eyes, “Pfft, who cares about scandals? I’m just eager to get started~”

“Right!” Soarin replied with an awkward smile, “So how about we-”

He didn’t even have time to finish his sentence before Rainbow pounced on him and pushed him down on the nearby bed. Their lips soon made contact and the two began to exchange deep kisses, all the while Dash’s heavy breasts pressed down onto Soarin’s chest and kept him effectively pinned. As their make-out session continued, Dash could feel Soarin’s hands beginning to wander over her body.

“Wow, Rainbow Dash, it’s not very often I see girls with these kinds of...uhh..assets”

She smirked in response, “Well, don’t worry. You’re gonna get very acquainted with this body of mine~” She then tore off her shirt before unbuttoning Soarin’s pants and pulling them away from his legs. Already there was a massive bulge showing in his boxer’s, which almost caused Rainbow to drool in delight. She could already tell that he was going to be bigger than Thunderlane. Dash then wasted no time in removing the boxers as well. She then grabbed Soarin’s member with one hand and began to slowly stroke it up and down, smirking as she felt the thick meat swell even larger in her grip. With her free hand, she gently fondled Soarin’s heavy testicles, noticing that they felt just slightly swollen.

“Mmm, someone’s pent up, huh?” She smiled at him knowingly while leaning down to give his hard shaft a teasing lick. Soarin shuddered with pleasure.

“R-Rainbow Dash...oooh..this feels so nice.”

“I’m just getting started, big boy” came Dash’s cocky response. She reached around to unclip her bra before letting her heavy breasts bounce free. She put on a show of groping herself for a few moments before moving on to the real action.She wrapped the two large orbs of flesh around Soarin’s member, easily engulfing it, before using both hands to move her tits up and down. She was surprised at the amount of weight her chest was starting to accumulate, as her breasts already felt a bit heavier than they did when she awoke this morning.

Soarin didn’t seem to mind though. He simply groaned in pleasure as Rainbow Dash’s bosom engulfed his cock and then filled out his lap. Soft, squishy, warm flesh enveloped his member from almost every angle. His pleasure only intensified as Dash seemed to work her way into a steady rhythm, “Oh sweet Celestia..this is heavenly”

Rainbow giggled, “Try not to finish too early, we’ve got a long night ahead of us.” She then began to push her breasts towards each other, creating a tighter lock around Soarin’s member as she worked to massage his length faster than before. It felt so satisfying to finally take all this tit-flesh attached to her and put it to proper use. She listened carefully to the sounds Soarin was making and the pacing of his breathing. Somehow, she was able to sense exactly how close he was to finishing. As her partner’s member began to throb heavily with orgasmic intent, she relented on her assault.

Soarin looked at her with surprise disappointment, “W-Why did you stop?”

“Because, silly” Dash replied with a smirk, “We haven’t gotten to the main event yet.” She then stood up and began to strip down her skirt slowly and seductively. Only a few seconds after her panties hit the floor as well. She maneuvered herself above Soarin’s lap and positioned her dripping wet entrance above his rod. Both of them gazed at each other with baited breath and eager anticipation before Dash finally plunged herself down and began to take Soarin’s throbbing cock into her folds. She moaned heavily as she felt his girth spreading her inner walls further than her previous encounters had managed. It required a bit of effort, but she managed to take him all the way to the hilt. She flashed Soarin a smile before beginning to slowly but steadily ride his member, impaling her soaking marehood repeatedly.

“Oh geez, Rainbow Dash..you’re something else..” , replied Soarin, seeming breathless as he leaned back and watched the beautiful woman ride him.

“Well, you did rent the room and all. The least I can do is pull my weight,” Dash replied, all the while hard at work putting on as much of a show as possible. She’d grope her own breasts teasingly with both hands before releasing and letting the heavy jugs jiggle free. The way those round orbs bounced up and down was so delightful that Soarin could probably be content to watch all night, it was an almost hypnotic display. On top of that, the rest of her body was equally entrancing. He still couldn’t believe the way her body tapered off at the waist and then flared out once again at her wide, fertile hips. He never slept with a mare so curvaceous, it was definitely an exciting thing to explore. All the while she stared down at him with those confident, magenta eyes. Her multi-colored hair waved beautifully as she rode up and down on his member.

Rainbow Dash was just getting started, however, as she soon pushed herself to rise up and down even faster than before. Her tits almost dragged her forward with their extra weight, forcing her to adjust to the size while staying upright. She soon found herself lost in the sensations of sex. Feeling her own breasts bounce heavily every time she lowered herself do and feeling her flank jiggle heavily at the same time. Meanwhile, she felt every throb and twitch of Soarin’s warm member as it eagerly pulsated inside of her marehood. The lust of the situation increased every time their hips met, and she could feel her amulet gently hum with building energy.

Said energy filled her with even more vigor than before, and she began riding her partner hard and fast. Soarin seemed no longer content to just lay back either, as he reached out and grasped Dash’s fertile hips with powerful hands. He then began forcibly pulling her down onto his member, intensifying their mating further.

“Take it, you crazy mare. You wanted this so bad, so now I’m going to give it to you,” he smiled wildly while panting with pleasure as he thrust his hips upward, starting to build to his crescendo again.

Dash was eager to follow his commands, letting Soarin almost take control as she rode him fluidly and naturally. Her moans only grew louder each time his large member pushed into the depths of her tunnel. She had never felt something get this deep inside of her before, and it was sending shockwaves of overwhelming pleasure through her. That pleasure only grew and grew until she finally let out a scream of ecstasy and slammed herself down as hard as she could. Her marehood tightened like a vice around Soarin’s member, already preparing to milk the male for all his pent up fluids.

Soarin wasn’t able to hold out long, and just a few seconds later his member throbbed powerfully before beginning to spurt his thick cream deep into Rainbow Dash’s marehood. A loud groan of pleasure escaped his lips as he began to pump wave after wave of fluid into her. Dash herself sighed contently as she felt the warm seed flooding her tunnel and heading towards her womb. The two spent a few moments connected before Rainbow Dash pulled herself off of Soarin’s member and laid down by his side, panting lightly.

“Phew..ohgosh...thanks for that, Soarin. Been needing that for awhile~”

Soarin chuckled,”You think you needed that? I’ve been pent-up since Spitfire started giving me the cold shoulder weeks ago.”

“Her loss, you did well. I could almost go for round two.”

Soarin smirked, but let out a light yawn at the same time,”It’s tempting, but I’m kind of beat. How about we just relax for now? The room’s ours for the whole night.”

Dash smiled back, “Sure, let’s just nap for a bit,” as soon as she answered Soarin wrapped his arms around her and the two began to snuggle together under the covers. As they prepared to fall asleep, neither noticed Dash’s amulet glowing heavily with intense power.

Rainbow Dash found herself back inside the temple she had explored with Daring Do. The walls were all covered with strange engravings and writings. She had no idea how she got back here. Even stranger, she found that she wasn’t wearing anything except for the amulet around her neck. Despite all this, something about this place felt right. She needed to be here. She didn’t know why, but there was an important reason why she was here. She steeled herself and began walking forward through the temple, instinctively being drawn towards the central chamber where they first retrieved the Amulet.

The central chamber was the largest room in the temple, as tall and wide as a small house. In the middle of the room was some kind of shrine where the amulet was previously placed. Behind the shrine was a massive door bearing the same symbol as the amulet. They weren’t able to open the door the first time they came, causing its contents to remain a mystery. She had no idea how to open it but felt attracted to the door nonetheless. She slowly approached and held up her amulet. The amulet slowly began to glow before releasing some of its accumulated energy into the door. The entire door then light up and begin to move. Dash covered her ears as the sound of stone grinding stone filled the room while the door slowly slid open.

Rainbow walked through the now open gateway and began to enter the hidden part of the temple. All along the walls now were various images, all very sexual in nature. She was the image of several women engaged in various lewd acts. The one thing all the women had in common was the very voluptuous nature of their figures. Each of the females had hips that were beyond fertile, asses so plump that even the most well-tailored pants would struggle to contain them, and breasts that would break the back of an ordinary girl. Dash looked at each of the murals with growing shock and interest. How could it even be possible for a person to possess assets of such size?

As she continued to make her way down the hall she started to notice how certain parts of her body were beginning to feel heavier. Her breasts were bouncing a bit more with every step, with her rear jiggling in near sync. As she looked down she saw more and more of the floor beneath her disappearing as her heavy tit flesh continued to swell outward. She worked hard to adjust herself as her center of balance was being dragged forward. Meanwhile, she also had to spread her legs and take up a swinging gait as her thickening thighs began rubbing up against each other and her hips grew increasingly wider.

By the time she reached the end of the hallway and entered the next chamber her figure was nearly as exaggerated as the women she saw in the murals. Her breasts were larger than basketballs, bouncing and jiggling uncontrollably with even the slightest movement. Her rear stuck out almost a foot behind her and was nearly a couple feet wide. Her backside now so large it was in a constant state of wobbling. She wasn’t sure what miracle of magic allowed her to keep moving normally with this kind of bulk, but she was certainly grateful for it.

After taking a few moments to get adjusted to her new assets, which thankfully seemed to have stopped their growth for time being, she finally began to observe the new room she discovered. It was similar to the previous chamber she was in, but instead of a shrine in the center, this room featured a beautiful throne. Just as everything else in this strange, fetish-fueled temple it called to her. She carefully approached the throne before sitting down in it. As she did images began to fill her mind and a strange voice started to speak.

“At last, a new successor has been chosen. Only a handful of lucky mares have managed to gain the power of the Succubus. Soon you will join that group.”

She could see the images of several women in the past. Each of them sitting on this very same throne, but each also having a legion of worshippers bowing before them.

“You’ve only experienced a fraction of the power we can bestow upon you. Still within the bowels of the temple, is the Succubus Crown. When you wake from this dream, you must come here and find it. Once you do, it’s power will combine with the amulet and you’ll be given the magic you need to become the next Succubus Queen.”

Dash shook her head, “A Queen? Me? Hold on a second, none of this makes any sense. You’re gonna need to tell me more tha-”

“All will be revealed in time. You’ve enjoyed our gifts so far, yes?”

She scratched her head in response, “Well, yeah...I suppose it’s been kinda fun so far.”

“Good. Then do as I say. Make your way here, and more of the answers will be revealed when you arrive. Now go”

Rainbow Dash woke up with a light startle, Soarin still snoring away next to her. Unlike most dreams which quickly faded from memory, the one she just had remained strong and vivid. The urge to revisit the temple was just as strong now as it was while she was asleep. She still was uncertain about what was going on, but she had to find out more. Of course, getting to the temple wouldn’t be easy. Daring Do paid for the ticket the first time, but there’s no way Dash could involve her now. No, she’d have to get help from another source.

She leaned down and gently shook Soarin by the shoulder before leaning into his ear and speaking in a soothing tone, “Good morning, sexy~”

Soarin rubbed his eyes, “Dash…? What are you doing awake this early?”

“Well, I just remembered something important I need to take care of. Think I could ask you for another favor? I’ll owe you one~”

Author's Note

Now that this chapter's done I'm probably going to work on a few shorter stories I had in mind. I'm not abandoning this fic though, just taking a break.

Also, I hope nobody minds that I didn't put the usual fetish warnings at the beginning this time. I figured if you've been reading this far than you must be at-least somewhat comfortable with the kinks of this story :P