Equestria's Fastest Succubus

by 555randomness

Rating: mature
Tags: Random, Sex, Daring Do, Anthro, Main 6, My Little Pony: Friendship is Magic, Dark, Rainbow Dash
Length: 26627

Daring Do leaves an ancient artifact in the safekeeping of Rainbow Dash for a week. She has no idea that it contains the power to turn its user into a Succubus, or that her number one fan would foolishly unlock this power.

When Daring left her latest acquisition with Rainbow Dash for a week, she hoped that her fan had enough sense to obey her instructions about not using it. Naturally, Rainbow's curiosity gets the better of her. Soon she begins undergoing a very sexualized transformation that leaves her friends struggling to contain her growing libido and lust for mischief.

Warning: This is a fetish fanfic and will contain the following sexual themes throughout: Breast Expansion,Butt Expansion, Sluttification, Mind-Altering, and Exhibitionism. Other fetishes may appear and will be tagged accordingly.

Cover art by Suirano

Published 2017-03-29 12:40:01 UTC
Last updated 2017-10-15 00:32:10 UTC

Harmless Effects

Author's Note

This chapter contains no actual sex, but does contain sexual fantasies and masturbation.

Harmless Effects

What could be more awesome than spending an entire weekend with Daring Do and exploring lost temples? Getting to do all of that AND being trusted by Daring to hold on to one of the artifacts found on the expedition.

Rainbow Dash currently sat on her bed staring at the strange object in front of her. It looked like such a simple thing, just an amulet with plain metal chaining and a small,pink gem attached to it. According to Daring, there was a legend that the artifact had the ability to grant its wearer increased stamina and charm along with other benefits. Naturally Dash wanted to try it out, but Daring had explicitly forbidden it.

“You know the dangers of messing with ancient relics, Rainbow Dash. They never quite do what you expect of them, and most of them will trick you.”

Maybe Daring had a point, but the allure of curiosity was just so powerful. The longer Dash looked at the amulet, the more she wanted to put it on. She needed to get it out of her head. She stood up and began getting ready to go out for a jog, but as she looked back at the amulet sitting on her table it seemed to call to her.

Surely one use couldn’t hurt…

She slowly reached out her hand and donned the amulet. Immediately when she did she could feel an intense amount of energy course through her. She felt amazing! She could probably do double her usual workout routine and still not be worn out. This was way better than any energy drink. She had to go try this out.

As she walked out the door she had little idea the trouble she was about to cause for herself and those around her…

Rainbow Dash was barely panting as she completed her third run around the block. This amulet was amazing! Why was Daring afraid of it? There was nothing wrong with giving yourself a little magical boost once in awhile.

As she completed her fourth lap she noticed she was starting to feel a bit hungry, which she shrugged off as being do to all the exercise. She went back inside her house and grabbed a couple granola bars before plopping down on the couch and starting to eat. She could probably take the amulet off now since she was done exercising, but found herself not really wanting to do that for some reason. It’s not like it was hurting her or anything. Daring only asked her to keep an eye on it for a week. What better way to keep an eye on it then to wear it, right?

After about an hour of watching TV and snacking she left the living room and headed into her bedroom. She began to strip down out of all her clothes, minus the amulet, and was in the process of putting on her pajamas when she felt the strange urge to just sleep naked for the night. It wasn’t something she’d usually do, but it was hot tonight, and it’s not like anyone could see anyway. She did a few stretches before laying her naked body on the bed, quickly falling asleep and being completely unaware as the amulet began to radiate with energy.

She woke up the next morning feeling completely energized. That was the best night of sleep she had gotten in a long time! She quickly began to put on some basic clothes, but was surprised to find the task a bit more of a struggle than usual. Her panties clung a bit tight to her hips and rear, and she had to actually put a little effort into making her bra snap on. She found it all a bit odd, but simply assumed that the clothing must have shrunk in the wash or something. After getting on a pair of jeans and a t-shirt she headed back into her living room to get some breakfast. Her appetite was still strangely high, so she found herself whipping up a much larger meal than she’d usually start the day with. That was alright though, she had a big day ahead of her. She was going to head over to Applejack’s farm to help her out with some errands, and then all the girls would be gathering for lunch.

After a quick meal she was out the door and jogging towards Sweet Apple Acres. It was only a couple miles away, and she’d take any excuse she could get for some exercise. It was probably for the best too, considering how much she’d been eating as of late.

Thanks to her newfound energy she was able to reach the gates of the Apple family farm in record time, and still had zeal to spare. She didn’t get far before Applejack came out to greet her.

“Howdy, Rainbow!” Called Applejack, wearing her usual country outfit, complete with the cowgirl hat, “You’re here earlier than expected.”

“I just wanted to get an early start so we can get the boring chores done and might up with the others”

“Uh-huh. Awfully generous and ambitious for the Rainbow Dash I know, we’ll see if that holds.”

The two quickly got to work with the farm chores. Putting up fences, feeding pigs, working in the barn. It was all pretty usual, what was unusual was Rainbow Dash actually being able to outpace Applejack at all the work. Both mares ended the work hot and panting, but they were done long before they expected.

“I gotta hand it to ya, Rainbow, ya really worked hard today,”complemented Applejack.

“Heh. Well...it didn’t seem too hard,” oddly enough, Dash’s muscles weren’t really hurting, but she still felt really hot for some reason. She couldn’t shake the thought that maybe it would feel better if she stripped off some clothes. She quickly shook the thoughts off though, not quite sure where they came from.

“Uh-huh. Well, let’s go meet up with the others than, since you’re so eager.”

Applejack and Rainbow Dash met up with their four other friends, plus Spike, at the cafe in the center of Ponyville. Everypony was busy enjoying their tea, hayburgers, and cakes while catching up on the latest events. Although Rainbow was much less active in the conversation than usual. She was distracted by a strange itch between her legs, and her mind constantly wandering towards more lustful thoughts. She found herself staring at any attractive colt or mare that crossed her path.

She saw a well-muscled colt walking nearby, one who was hiding a noticeable bulge within his pants. A second later her mind was filled with the image of that stud bending her over one of the cafe tables and rutting her senseless. Meanwhile everyone around her would watch in shock as she stood there with her panties around her knees, taking it like a total slut.

Dash found her hand moving down towards her pants, fumbling with the button and zipper. She didn’t have enough time to clear her head before another fantasy was triggered when a rather curvy mare walked near her. The mare’s shirt was bulging with heavy breasts that bounced and jiggled with every step. Meanwhile a very fat rear filled out her jeans and then some, causing her plump cheeks to bulge out and expose the upper part of her panties. The sights filled her with a strange sense of jealousy. She couldn’t help but wonder what it would be like to have big, bouncing jugs of her own. It also made her wonder how fun it could be to have a butt so unashamedly large she couldn’t properly fit into her pants, and it would draw the attention of anyone she walked by. It would be so amazing to have such big,plump curves that she could use to show off to others and make them-

“Rainbow, what are you doing?”

She jumped, suddenly snapped back into reality. All her friends were looking at her with confusion and shock.

“Uh...what’s going on girls?” Asked Dash normally.

“We should be asking you,” responded Twilight, “You were looking REALLY out of it there”

“Oh...uh...sorry, just got distracted thinking about things,” Rainbow responded, laughing awkwardly as she quickly zipped and buttoned her pants back up under the table. She only now realized what she was about to do in the midst of that fantasy. She almost masturbated in public! What was wrong with her?! ‘’

“Uh-huh…right,” replied Applejack, looking at Rainbow Dash with suspicion. Dash merely responded with a nervous smile and tried to get back into the flow of the conversation, although it was hard to concentrate after those bizarre fantasies she was having prior. She eventually ended up leaving the lunch early and heading back home to collect her thoughts.

As she entered her home she quickly went to the bathroom and began splashing her face with cold water.

“Get ahold of yourself, Dash. You aren’t some crazy girl who starts fantasizing and fingering herself in public.”

Yet the thought of doing just that was somehow enticing. She shook her head and thought that maybe a nice hot shower would help clear these strange urges. She stripped out of her clothes, leaving only the amulet on. She went to take off the amulet, but for some reason found herself really not wanting to. After a brief argument with herself she decided to just leave it on for now, not like it was hurting anything.

She turned the water to a nice, steamy setting before stepping inside and letting it flow over her naked body. It felt so good to just strip down and relax after such a stressful start to her day. Here she didn’t have to worry if she started fantasizing and wanted to pleasure herself a little.

“You don’t have to be embarrassed if you think about bending over for some stud and taking a good pounding,” she thought to herself while starting to slip a hand over her belly and down towards her crotch.

“You don’t have to be embarrassed about wanting a big shuddering rack to make all the boys, and even the girls, ogle.” Her hand then made it’s way over the lips of her marehood, and she began to slowly rub herself while letting out a light gasp of pleasure.

“You don’t have to be embarrassed if you want to strip off all your clothes in public, putting on a nice show for everyone to watch as they please themselves to your body.” She stuck an exploratory finger into her nethers, allowing herself a few moans as she began to gently thrust the finger in and out.

“How nice it would be to have a body so sexy that you’d always be the center of attention.” She began to imagine herself with big, heavy breasts, ones even larger than Fluttershy's. She pictured sporting a round,plump rear that bulged out of any pants she tried to contain it with. It encouraged her to stick a second finger into her slit, going at herself even harder than before.

All sorts of lewd,sexual fantasies began to fill her mind as she leaned back against the shower wall and continued masturbating. She imagined herself taking various males from all sorts of positions, fingering herself harder and harder as the fantasies became more intense. Her moaning and panting filled the shower, louder and louder, until she let out a final girly squeal and her body convulsed with an almost electric feeling of pleasure.

Rainbow slumped against the shower wall, panting lightly as the water continued to flow over her. That was the most intense orgasm she had ever experienced in her life, and it left her so exhausted that she almost didn’t notice the amulet glowing lightly with some type of energy. A brief feeling of worry surged through her, but she quickly shrugged it off. Whatever this amulet was doing, it all seemed to be positive effects so far. If it was harmless, why worry about it?

The Late Bloomer

Author's Note

This chapter contains public masturbation and vivid fantasies of sex. Nothing too un-vanilla though.

The Late Bloomer

“Ugh…come on….just clasp…stupid,cheap piece of…” Rainbow Dash let out a cry of rage as she threw her bra to the ground. She’d been trying for the past five minutes trying to get the thing on, but it just wouldn’t fit. It seemed to be a recurring probably lately with her clothes not fitting. She sighed before stepping forward to her closet,her breasts jiggling slightly as she walked.

Wait. Jiggle? No part of her ever jiggled. She quickly moved in front of a mirror and examined herself, and was shocked at what she saw. Sitting proudly on her chests were two mounds that protruded slightly,with her new amulet falling into the cleavage between them. They still weren’t very large, but it was very noticeable compared to her usual flatness. Curiosity soon took over as she reached out and squeezed both orbs of flesh in her hands. She let out a light moan and began to rub a few fingers over her nipples as well. Her chest felt very sore and strangely sensitive, perhaps a sign this was just the start of something. Could these be a new growth spurt? Some stage of delayed puberty?

This made her wonder if any other part of her had changed, so she spun around to observe the rest of her body. Sure enough, her butt was looking a fair bit larger as well. It was a slight change, but there was definitely a noticeable amount of padding to her backside now. She also noticed that her hips seemed maybe an inch wider as well. She found it all pretty cool, until it struck her that she’d have to get a whole new wardrobe to deal with these changes.

Which meant she’d have to spend the morning with Rarity…

“Just hold still, dahling” chided Rarity as she wrapped the tape measure around Dash’s bustline. Measuring her was proving to be quite difficult, as Rainbow couldn’t stop fidgeting and squirming.

She was completely naked as Rarity measured her, which would usually be uncomfortable. Rainbow wasn’t feeling uncomfortable however, but something else. It was something she wouldn’t ever admit, but despite the situation not being sexual in the slightest she was feeling aroused at being exposed like this. It was a very awkward predicament. She saw Rarity as a friend more than anything, and didn’t have any of those type of feelings for her. Yet for some reason she found herself becoming more turned on the longer she spent naked

Rarity hummed for a few more moments before finishing up, “Looks like you’re a C-Cup, dear”

Dash’s eyes widened a bit in surprise, “That’s like a...two size increase”

“Mhm. It’s rather strange,” Rarity replied, ”But not TOTALLY unheard of. In any case, fear not. I will create for you a splendid new wardrobe, dahling.”

Rainbow sighed, “Just try to keep it cool okay? Don’t be dressing me up in a bunch of frilly pink and purple stuff with flowers or something.”

Rarity rolled her eyes, “You’re always so afraid of good fashion, Rainbow. I’ll never understand why. Very well though, if you insist I’ll create something a bit more plain,” Rarity seemed to halfway gag at the word “plain”.

After some time Rarity managed to assemble a hefty amount of new clothes for Rainbow Dash. Dash received a final warning from her friend as she paid for the clothes and exited.

“Just keep an eye on this growth sport of yours, dear. If it keeps up at this rate you’ll be back here again in a month. Oh, and one more thing. Where did you get that dazzling amulet you've been wearing this whole time?"

Rainbow Dash stopped in her tracks, trying to think of a good cover. "It's uh....just some trinket. Daring Do thought it had some kind of power, but it turned out to be a dud. She let me have it as a souvenier.

"Oh, what a shame," Rarity applied, "But at-least it looks fashionable"

"Hehe, yeah..." Rainbow quickly made her exit before any further questions could be asked.

After getting done at Rarity’s shop Rainbow Dash put on her workout gear and went to the Ponyville gym. She quickly got about her usual routine and began running at the treadmill. Right away though she found things a bit more difficult. It was hard to distract herself from the new,consistent bouncing of her chest. The newfound curves both in her front and back changed her sense of balance slightly. Still though, she managed to adjust and went about her workout as normal.

She was about halfway through when Thunderlane entered the gym. As usual he went straight to lifting weights while bragging to his friends about some chick he slept with recently. Dash could only roll her eyes and try to tune him out. That attempt failed though when part way through Thunderlane took his shirt off, revealing a well chiseled form underneath. She tried to look away, but couldn’t stop her eyes from wandering all over his body. He had broad shoulders, solid abs, muscles all over his legs and arms.

“Why does a jerk like him have to be so attractive?” She could feel a tinge of heat building in her nethers as she struggled to get her hormones under control. She was again foiled in this effort as her eyes noticed a very large bulge protruding his pants. Thunderlane must be big, she couldn’t imagine how much fun it would be to handle that. Or maybe she could imagine….

Rainbow Dash quickly turned off the treadmill and ducked around the nearest corner. She then slipped a hand down her gym shorts and allowed her mind to start wandering.

“You’re mine now, stud,” she commanded dominantly as she pushed Thunderlane down into a chair and started pulling off his pants and boxer shorts. The helpless male only put up token resistance as Dash reached her hand out and begin to stroke his member, grinning as it began to throb to fuller size in her hand.

“What is wrong with you?! Crazy slut,” was all Thunderlane could muster, and he was only met with Rainbow stroking him even harder.

“Be nice, I’m doing both of us a favor,” she replied as she leaned down and ran her tongue up and down the length of his shaft. Thunderlane’s pleasured moans were music to her ears as she started focusing the assault on the tip of his member, licking every part of it before opening her mouth wide and taking the top for her to suck on. Thunderlane responded by placing a hand on her head and gently pushing her downward, encouraging her to take his rod deeper into her mouth.

“Aaaah..I don’t know w-why you’re doing this...mmh..but if you want my cock so bad, go for it”

Rainbow gave a muffled chuckled as she continued skillfully sucking on the thick pillar of stallion meat in front of her. It wasn’t until she heard signs of Thunderlane about to release that she relented her assault, leaving both of them panting.

“W-Why’d you stop?” Asked Thunderlane, looking down at her with a fair bit of disappointment.

Dash replied with a giggle,”Because we still haven’t gotten to the main event…” She then stood up and began proudly stripping off her clothes, causing Thunderlane to give an appreciative whistle as her shirt flew off and was followed by the loss of her bra.

“Look at that. Little Dashie isn’t so flat chested anymore, huh?” Thunderlane teased.

“Shut up,” Dash replied sternly as she pushed her panties down to the floor and climbed into Thunderlane’s lap. She leaned down and planted a deep kiss on Thunderlane’s lips while simultaneously positioning her dripping wet slit above his shaft. While the two were still locked in the kiss, wrestling their tongues with each other, she slowly lowered herself down closer and closer to the throbbing rod sitting beneath her. Soon she could feel pressure on her feminine entrance as she began to make contact with Thunderlane’s rod. She let out a long,pleasured moan as she pushed herself down and took the shaft inside of her tunnel. The large rod stretched out her inner walls quite pleasurably as she took it inside of her inch by inch, forcing herself to take it deep within her.

She finally broke the kiss, smirking confidently down at Thunderlane as she began to slowly ride him. A feminine moan escaped her lips each time she slammed her hips down and impaled herself on his member. Meanwhile Thunderlane seemed content to lay back, leisurely putting his hands behind his head as he watched Dash go to work. That suited Rainbow just find, as she worked her hardest to put on a good show. She groped and bounced her breasts with both hands as she started riding Thunderlane harder and faster, arching her back and moaning for any to hear.

Their mating only intensified as Thunderlane started to take a more active role. He tightly grasped her hips and began to pull her down on to his shaft hard. Both their moans only intensified, competing only with the lewd sound of their hips slamming together, as they got closer and closer to reaching their crescendo. Finally both reached their limit as Thunderlane pulled Rainbow Dash down all the way, letting out a groan as he began to spill his seed deep inside her. All the while Rainbow screamed with pure pleasure as her walls tightened around the shaft buried inside her…

“Whoa...uh...hey there,” sounded a voice.

Rainbow Dash opened her eyes and saw Thunderlane standing right in front of her, with a disturbing smirk on his face. She looked down and noticed she still had a hand buried deep inside of her shorts. A nervous chuckle escaped her as she pulled her hand up, only to reveal that it was coated with her slick, sexual fluids.

“Umm...I uh….I’m gonna get going,” Dash stuttered with embarrassment as she pushed past Thunderlane and headed for the exit as fast as she could. She just hoped he wouldn’t realize it was HIM she was fantasizing about.

She woke up the next day feeling as invigorated as ever. In fact, every day seemed to be granting her more energy than the last. She went about getting dressed when she countered a familiar problem. Her bra felt tight, almost painfully so. How could it be getting small already? She just got it yesterday! She rushed to the mirror and saw the white fabric of her bra struggling to contain two bountiful globes of blue flesh. Her tits bulged out of her bra nearly everywhere they could, straining it to the limit. How much had she grown? This was a C-Cup bra, and with how it was barely holding on Dash had to guess she was at-least D-Cup now if not Double D.

She looked over the rest of her body and saw a couple other changes as well. Her hips had widened just a little further, taking on a slightly feminine curvature. Meanwhile her thighs had thickened slightly and took up a more shapely form.

She continued to stare at the mirror, almost mesmerized by the changes to her body. Maybe it would be better to just go bra-less. She unclipped her bra and began to to grope her chest with both hands. It just felt so good to finally have real breasts, breasts that actually had shape and movement to them. She certainly wouldn’t mind having these big girls bouncing for everyone to see. Then again, what could be more teasing than a big pair of jugs that are just barely being held back by a tight bra?

While continuing to lewdly squeeze and rub her breasts she took one hand and began to rub it over her slit. It wasn’t long before she was fingering herself in front of the mirror, eagerly exploring the changes her body was undergoing. She soon began to fantasize as she slipped a finger into her marehood, gently thrusting it in and out while imaging it was the finger of some horny person getting ready to lay her. She stuck in a second finger and continued to pleasure herself, but it wasn’t enough.

“I need something more….” Her eyes wandered to the lower shelf of her dresser, the shelf where she kept her...personal items. She opened the drawer and blushed heavily as she pulled out a purple-colored dildo. She bent herself over the dresser slightly and lined the toy up with her snatch and began to slowly push it inside of her, letting out an audible moan as she did so. The toy was plastic and cold, but it hit the spot for now. She continued the assault, moaning louder as she shoved the dildo deeper and deeper inside of her. At times she could feel herself drawing close, but in the end it just wasn’t good enough. She had to go all the away, satisfy her itch the only way she truly could. She smirked as her mind wandered to her previous fantasy of Thunderlane at the gym.

“It’s time to go get the real thing.”

Early Trials

Author's Note

The first chapter which contains actual sex. The first part is mostly vanilla M/F with a bit of dirty talk mixed in. The second part is F/F and contains dubious consent + mind altering.

Early Trials

Rainbow Dash’s heart raced with excitement as she approached the gym. Usually, there was nothing special about going to this place, but today her intentions were much different than usual. Those intentions were well demonstrated with her attire. She wasn’t dressed in her usual workout clothes, rather everything she was wearing was put on with the intent of better emphasizing and displaying the changes to her body. She wore a low cut shirt which showed off an impressive amount of her now ample cleavage. Her breasts jiggled and bounced with each step, although that effect was somewhat subdued for now because of the tight bra she was wearing underneath. Her still toned midriff was on full display for any to see. This was all topped off with a pair of mini-shorts which barely covered her curvy thighs and actually exposed the upper parts of her panties and rounded rear if she didn’t keep them pulled up constantly.

Dash pushed open the door to the gym with a sultry smile on her face as she immediately began scanning the area for her target. It didn’t take her long to find Thunderlane, and once she did she locked eyes with him and began an almost predatory approach. Her hips swayed back and forth in an almost hypnotic fashion as she walked up to Thunderlane and sat right down in his lap, immediately disregarding any personal space.

“Hey there, Thunderlane. I don’t suppose you’d be up for a different sort of workout today would you?” She asked with a sultry voice, starting to rub his shoulders and back to emphasize the point.

Thunderlane looked at her in shock, probably trying to figure out why this girl who usually despised him and resisted any advances was now putting the move on him instead. That look of shock was soon replaced by a look of goofy lust as he looked down her shirt. “Wait..Dash, you wanna….? That would be really weird, considering how we usually...ya know...don’t get along..”

Rainbow chuckled and gently grabbed Thunderlane by the chin, forcing him to look her in the eyes again, “I’m just a girl looking for an attractive guy, and you fit the bill. What’s so weird about that?” There was a strange, almost unnaturally seductive quality that entered her voice.

“W-Well...I guess it wouldn’t be the first time a girl just walked up and asked…” Thunderlane replied,”You look REALLY different though,” his gaze soon wandered back to her breasts, “Are these real…?” He reached his hand out to snag a grope, but Dash quickly deflected him.

“Tsk, tsk. No touching until you promise to go all the way,” taunted Dash with a smirk.

Thunderlane bit his lip, “Alright, fine. Let’s find a nice back room.”

“Good,” Rainbow Dash quickly grabbed Thunderlane by the hand and practically dragged him to the nearest storage room. She closed the door behind them and locked it before pushing him against the wall. Thunderlane hardly had time to catch his breath before Dash pulled him into a deep kiss, their tongues wrestling with each other as they began to make out. It didn’t take long for Thunderlane’s hands to wonder. Dash had an almost electric feeling of arousal as she felt her partner’s hands caressing the curvature of her hips before moving around and groping at her rear.

“Mmmh, I don’t know what’s gotten into you, Dash,” said Thunderlane with a lecherous smile, “But I certainly don’t mind.” He topped it off by grabbing her shirt and aggressively pulling it off, throwing it to afterward. Rainbow gave no protest as Thunderlane then reached around and unclipped her bra, setting her plump breasts bouncing free. He groped and squeezed Dash’s tits with both hands, causing her to moan lightly with satisfaction.

“So these ARE real…” remarked Thunderlane.

“Duh, you think implants would look this good? Now keep going,” was Dash’s reply.

Thunderlane nodded, moving his hands down and unbuttoning her shorts. Dash kicked them away as soon as they hit the floor, leaving her in just her panties.

“Looking good, Dashie. Now do me a favor and bend over,” Thunderlane commanded.

Rainbow was only happy to comply as she went down on all fours and braced herself against a wall, sticking her plump ass out and wiggling it lightly. All the while she looked at Thunderlane invitingly over her shoulder. Thunderlane didn’t wait long on the invitation as he strolled over and began to grope both of Dash’s butt cheeks in his hands. He gave her a hard spank before sticking a finger into her already dripping marehood.

“What a slut you’ve turned into. I’m going to give you exactly what a dirty girl like you deserves.”

There was a light sound as Thunderlane unbuttoned his pants and let them fall to the floor, followed by his boxers. He removed his fingers from Dash’s snatch and began to line up his now fully erect member with her entrance. After a few experimental prods, he pushed inside of her. Rainbow let out a loud moan as she felt Thunderlane’s hard shaft forcibly spreading her inner walls as he pushed inside inch by inch. She had taken dildos of equal size before, but something about this just felt so much more real. The warmth, the throbbing, it all felt so wonderful inside of her.

The pleasure only intensified as Thunderlane began to pull out, only to thrust himself right back in. Soon Dash’s partner took up a steady pace of ramming his rod in and out of her marehood. She moaned proudly with each thrust she took, her entire body electric with pleasure. This was what she had been needing these past few days. Not her hand, not some toys, a real cock. For the first time in her life, she was being fucked.

Thunderlane showed little mercy as he soon increased his pace, roughly slamming his hips into hers while his hands caressed her lower body. He took turns slapping each side of her rear, smirking with amusement as it jiggled lightly. “That’s right, take it you rainbow bitch. You might be a little slutty already, but you’ll be a total whore when I’m done with you.”

Rainbow Dash only moaned in response. Usually, she’d slap someone for talking to her like that, but for some reason she found herself excited by that kind of talk. Everything about this whole situation was so deliciously foreign. She was experiencing so many sensations she hadn’t felt before; the feeling of an organic rod pounding away deep into her marehood, the way her breasts were smacking against both each other and the amulet she was still wearing, how her rear jiggled with every impact. She was in total bliss, and the ride just kept getting more intense.

Thunderlane grasped Rainbow’s hips tightly and began to really put effort into it. He grunted lightly with pleasure as the satisfying smacking sounds of their sex began to fill the room. All the while Dash was moaning like a feral female in heat, her inner walls clenching excitedly around the member that was repeatedly slamming into her.

“Ohmygosh...Thunderlane..mmmh...f-fuck me…”

“Your wish is my command,” Thunderlane responded while giving Rainbow Dash a hard spank. He wildly pounded away at her, ramming her cunt as hard and fast as he could. “That’s right, Dash. I want you to moan so loud that everyone outside will know what a skank you’ve become.”

Rainbow blushed heavily with shame but put little effort into holding back her increasingly loud moans. At the same time, she began pushing her hips back against Thunderlane, her body getting pushed closer and closer to the edge as her partner’s cock seemed to be reaching even deeper inside of her than before.

“Maybe we’ll do this out in the gym itself next time,” Thunderlane continued on with his teasing, “Show off this fat ass and those big tits to everyone, huh? I bet you’d like that. Mmhh...not much longer,Dash...get ready.”

Rainbow Dash panted heavily as Thunderlane’s thrusting became more and more erratic. Excitement coursed through her as she felt his member beginning to throb harder and harder inside of her. She knew he was about to unleash a heavy load into her, and she couldn’t wait. Her moans grew louder and louder until Thunderlane’s member finally managed to rub her g-spot in just the right way to push her towards orgasm. She let out a scream of pure ecstasy as her marehood practically flooded with lubricant and her inner walls clenched tightly around the rod inside of her. All the while the amulet around her neck glowed brightly with energy, subtly surging said energy through her at the same time.

Shortly after Thunderlane let out a powerful groan before he thrust as deep inside Dash’s warm tunnel as he could. His shaft throbbed powerfully as he began to spurt wave after wave of thick seed into Rainbow’s womb. He held on tightly to her hips and kept her locked in place to fill her up as much as possible. She simply moaned submissively as her inner walls clenched and tightened to milk Thunderlane’s semen. After a few moments, Rainbow Dash’s upper body collapsed to the floor, with her panting lightly in satisfaction. They both spent a few moments connected like this, catching their breath. Finally, Thunderlane slid his member out of Rainbow before giving her ass a final smack.

“Thanks for that, Rainbow. Been awhile since I plowed a good mare. Wouldn’t mind doing it again sometime.”

Rainbow Dash got back to her feet and smirked at him, “Well...we’ll see how I feel, huh? I’ll think about it though.”

Thunderlane smiled back, leaning down and picking up Dash’s panties, “These will make a good souvenir-”

Just as fast as he picked them up Rainbow snatched the underwear back, “Nuh-uh. Mine.” She giggled before starting to get dressed again. Thunderlane did the same, and soon the two looked at least partly decent again. They opened the door and walked back into the gym, where Rainbow Dash ended up face to face with Applejack. Applejack gave Rainbow Dash a questioning look.

“Uh...hey there, AJ,” greeted Rainbow with a nervous chuckle.

“Hey, Rainbow” replied Applejack, “I just heard a lot of noise from in there and was wonderin’ what was goin’ on. Although by the looks of you two I can get a pretty good idea.”

Thunderlane smirked dorkily, while Rainbow Dash blushed heavily, “Well, uh...you know. Sometimes the need just hits you. I...I’m gonna go home and chill for awhile.”

Dash returned home with very mixed feelings. She couldn’t believe she just had sex, with Thunderlane. Not only that, she threw herself at him! This wasn’t like her, just offering up sex like a slut to some guy she barely knew. On the other hand, she couldn’t deny how good it made her feel, or how free it made her feel. She pulled the amulet out of her shirt and gave it a hard look. There was no doubt this thing was having major effects on her. The smart thing at this point would be to take it off, but the changes it had made so far did excite parts of her. She didn’t have time to fully grapple the problem before the phone rang. She nervously ran over and picked it up, only to hear Twilight’s voice.

“Hey, Rainbow Dash?”

“What’s up, Twi?”

“Well, I just heard from Applejack” Rainbow blushed heavily, immediately becoming nervous, “She’s gotten really concerned about how strange you’ve been acting lately...as well as some “other” changes we’ve all noticed”

Dash’s mind immediately began scrambling for an out, “Yeah..well, I’ve had a growth support lately...and..well, guess my libido went up a bit too. It’s nothing though, Twi, really. Applejack is just overreacting is all.”

“Still though, I’d like to do a few tests to make sure nothing crazy’s going on. You might be under the effect of some foreign magic.”

Rainbow gulped, it could be big trouble if Twilight discovered the amulet, “Twilight, you’re worrying about nothing. How about we just forget about it?”

“Rainbow, I’m just trying to look out for you. Please, it won’t take long to check things out.”

Rainbow Dash sighed in response, “Alright, alright...I’ll be over there soon enough.”

She hung up the phone and began trying to think of ways she could keep Twilight from learning the truth. Twilight was always so diligent with her tests though, there weren’t many things that could distract her.

“Then again...I seem to have acquired a talent for distracting others”

Rainbow Dash approached Twilight’s house with a stagger in her steps. Although that swagger was hiding an inner nervousness about what she was planning. She quickly knocked on the door before second thoughts could change her mind. In a few moments, Twilight Sparkle answered the door, dressed in very formal attire as usual. The majority of her body was totally covered. Rainbow had no idea how her friend could pull that off, it would be so hot and stuffy to wear all those clothes.

“Not very sexual either”

“Oh..hey there Rainbow. You’re uh...you look different,” greeted Twilight, looking rather shocked at how revealing Dash’s outfit was. Nearly all of her impressive thighs were on display, with her short shorts covering only a little more than the essentials. Her midriff was similarly exposed, along with a heavy amount of cleavage visible from her button up shirt.

“Something wrong, Twi?” Asked Dash with a smirk.

Twilight shook her head, “No, not at all. Come on in, I almost have the tests ready.”
Rainbow followed Twilight inside and had a seat at Twilight’s instruction. While Twilight tried to set up everything she needed for the test, Dash began to put her plan into action. “Hey, Twi. Is it just me, or is it a little warm in here?” She pretended to be uncomfortable before undoing the first few buttons on her shirt. This revealed even more of her cleavage and showed parts of her strained bra.

Twilight’s eyes wandered for a moment, and she seemed to blush heavily, but she just shook her head and continued setting up. Dash frowned, she should have known Twilight wouldn’t be as easy as Thunderlane. She waited until Twilight left the room for a few moments before stripping down to just her panties and bra, taking a seductive pose on the couch for when her friend returned.

Twilight came back a few moments later and looked with absolute shock at Rainbow Dash’s lewd display, “R-Rainbow! What are you doing?!”

“What’s it look like?” Replied Dash with a smirk.

“You’re half naked, on my couch. Get your clothes back on for crying out lo-Wait, what’s that amulet around your neck?”

“Oh, just a trinket.”

Twilight narrowed her eyes, “I don’t think so. I think that’s probably the source of your strange behavior. I’m going to need to get a closer look.”

Twilight carefully walked over and gently pulled on the amulet, looking over the symbols on it. Just when she thought she recognized something Dash suddenly grabbed her and shoved her face first into the cleavage below. Twilight struggled as Dash began to grind her breasts up against her face, but it didn’t take long for that resistance to die down. Soon Twilight moved her hands up and began to grope at Dash’s chest. Rainbow gave a few light moans as those hands got to work squeezing and feeling up her breasts. “Mmh, you said you wanted to get a closer look, right?”

Twilight let out a deep inhale as Rainbow finally released her, “R-Rainbow...something’s wrong...I...I can’t stop myself,” she said worryingly as her hands continued to massage Rainbow’s heavy tits.

“Then don’t try to,” was Dash’s response, “You think too much, Twi. Just give into your desires for once.”

Twilight had an almost hazy look about her as she helped unhook Dash’s bra, allowing her breasts to bounce free. She then latched onto one of Rainbow’s nipples and started to gently suck on it. Meanwhile, her hands begin to roam over the curve of Dash’s hips and thighs.

“Mmmh...I just can’t help myself...the changes to your body are just so attractive.”

Twilight’s lust only grew heavier as she detached herself from Dash’s breasts and began to move lower. She kneeled between Dash’s legs and began to pull at her panties. Rainbow assisted by spreading her legs wide and lifting herself off the couch slightly. This allowed Twilight to pull Dash’s underwear down to her ankles and revealed her glistening marehood. She then wasted no time before leaning in and starting to lap away at Rainbow’s nether lips. Dash moaned in response, looking down lustfully at Twilight.

“Ooooh yeah, that’s it, Twi. Keep it up, and I might just reward you later~”

Twilight dutifully obeyed, shoving her face into Dash’s muff and eagerly exploring the folds with her tongue. Rainbow’s moaning only intensified as Twilight began to eat her out in earnest. She put a gentle hand on Twilight’s head to encourage her further, all the while wondering about the surrealness of the situation. Here she was, with her best friend performing sex on her. The very idea should have disgusted her, but she couldn’t think of anything she’d rather be doing right now. She had only intended to get Twilight distracted from doing those tests, but if that led to the two of them having some adult fun for the whole afternoon then why not?

Rainbow Dash was quickly but pleasantly surprised at the skill Twilight displayed. She skillfully roamed around Dash’s marehood with her tongue before shifting attention to Rainbow’s clit instead. Rainbow gasped as the sudden pleasure begin to jolt through her body. “Oooooh..T-Twi..just like that.”

Twilight’s assault only intensified as she continued to lick heavily at Dash’s clitoris, soon switching over to lightly suckling at it as well. Rainbow Dash’s moans only got louder and her whole body began to tense up, it soon became clear she was getting close to her orgasm. Twilight’s assault continued however, as she kept licking and lapping at the small button until Dash let out a final scream of intense pleasure. She panted heavily as Twilight rose to her feet, the other mare’s face now covered in feminine juices.

“Mmmh..that was great, Twi. Not fair that I have all the fun though, why don’t you come over here and we’ll take care of you?”

Twilight, looking even more out of it than before, blushed heavily as she approached Rainbow Dash, “M-Maybe we should stop...this...this shouldn’t be happening between us.”

Rainbow giggled, “Oh stop, Twi. We’re both enjoying this, so there’s nothing to worry about,” as she encouraged Twilight she began to strip her down as well, soon her friend was left just as naked as she herself was. Dash then gently reached out and began to rub Twilight’s marehood. Twilight responded by doing the same. They gazed deeply into each other’s eyes, panting with mutual lust as they pleasured one another. It didn’t take long before Rainbow Dash become more adventurous, as soon she slipped two of her fingers into Twilight’s slit. Twilight gasped with increase pleasure as Rainbow’s fingers begin to prod in and out of her entrance.

“R-Rainbow...this all feels...so wrong, but so good.”

Rainbow Dash smiled back, working a third finger into her friend’s slit and prodding her a bit harder, “That’s exactly how it should feel~”

She then pushed Twilight over onto her back and spread her legs apart. Dash then maneuvered herself to lay down opposite of Twilight in a way that their marehoods were pushing right up against each other. Soon their legs locked and Rainbow Dash began to passionately grind her pussy against Twilight’s own. Both females moaned heavily as their nether regions continuously rubbed and grinded against each other. Luckily they were both lubricated enough at this point that they easily slid back and forth.

“R-Rainbow,”Twilight stammered through her pleasured moan, “How...how did you get so good at this?”

“I don’t know...it’s all just came to me lately,” Rainbow Dash replied with a cocky smile as she began to grind against Twilight even harder. The pleasured pants and moans of the two girls competed for one another as they desperately rubbed their slits together. Dash could already feel her next orgasm building, but bit her lip and worked to hold it back. She was determined that Twilight would be the first one to give in to her pleasure and orgasm.

“Oh, sweet Celestia...I’ve never...never felt anything like this...I don’t know how much I can take,” Twilight whined heavily as she began to desperately grind back against Rainbow Dash. Their marehoods continued getting slicker and warmer as they grinded harder, and faster, and harder still. Soon Twilight was pushed to the peak of her pleasure, she screamed Rainbow’s name before releasing her female juices over both their crotches.

Rainbow smirked in response, “T-That’s a goood girl...ohmygosh..” Her turn came soon after as she released her own juices out to mix with Twilight’s. The two girls laid back and panted heavily, working to catch their breath as they smiled at each other. “You did good, Twi..real good.”

“I still can’t believe we just did that,” Twilight responded, “Our reputations are ruined.”

Rainbow Dash laughed, “Well, I won’t tell the others if you don’t~”

“D-Deal.”

The True Calling

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

Growing Influence

Author's Note

This chapter was a bit shorter than the previous few. However, the chapter coming up next will probably be the biggest of them all. So there's that to look forward to.

Contains: Futa, along with the usual expansion/mind-control fetishes.

Growing Influence

“What are you saying, Twilight?”

Twilight sighed. She had called all of her other friends together to discuss what was going on with Rainbow Dash, but explaining her current theory wasn’t very easy.

“I’m not sure what I’m saying, but...something seriously wrong is happening with her. Surely the rest of you have noticed the way she’s been acting? Not to mention the..uhh..growth spurt she’s had.”

“Twilight’s right,” Applejack chimed in, “I saw her at the gym the other day. She came out of the back room after having a tumble with Thunderlane of all people. Those two never get along, and now they’re rolling in the hay? Doesn’t add up.”

“Maybe she’s having a second puberty!” Pinkie exclaimed.

“That..that’s not possib-nevermind,” Twilight shook her head, “I might know what’s causing this. When she came to visit me last, she had an amulet around her neck. I’ve never seen it before, so it’s possible she might have gotten it during her last trip with Daring Do”

“We should contact her right away then,” Rarity stated with an affirmative nod.

“Agreed. In the meantime, keep your eyes open. Rainbow seems to have gained some kind of ability to entrance people, so don’t let yourself be caught alone with her if you can avoid. If you see her, call someone.”

“Oh my..is she becoming dangerous?” Fluttershy asked.

“Thankfully, no. At-least I don’t think so. All she’s done so far is seduce people. It’s her own well being I’m more concerned with right now.”

“Don’t worry, Twi. Whenever she comes back to Ponyville, we’ll catch her,” Applejack replied. Meanwhile, Pinkie was already working on assembling some sort of elaborate trap in the background.

“Alright, we’ll meet back up as soon as someone locates her. Good luck, girls.”

Rainbow Dash narrowed her eyes at her phone as she made her way back to Ponyville. There were several messages from her friends, all asking her to meet with them to discuss what was going on.

“They’re onto you. You must find a way to distract them” said a strangely familiar voice in her mind.

She paused and tried to think what she could do. Twilight likely wouldn’t let her guard down a second time, so entrancing her again was out of the question. She needed to get at least one of her friends over on her side, one that would fall under her charms quickly and without too much resistance. A smile crossed her face as she selected her target.

“Fluttershy”

Dash quickly began to make her way through Ponyville, receiving no shortage of stares as she went. As she examined herself it wasn’t hard to see why. Her little affair with Soarin seemed to have fueled the amulet into giving her another growth spurt. Her breasts were bulging out of her shirt and bra, and her skirt failed pitifully at stopping part of her jiggling ass from being exposed here and there. At the rate she was growing, it wouldn’t be long before she reached the proportions she had in the dream. She needed to take care of things here and move on to the temple fast. Soarin had already arranged for a private plane to take her to the destination, but she needed to make sure her friends wouldn’t try to follow her.

After exiting town she headed straight for Fluttershy’s college, hoping that she’d be able to catch her friend alone. Her wishes turned out to be a reality, as when she approached she could see Fluttershy tending to her animals outside before going back into her home. Rainbow Dash smiled and quickly moved in. As she approached the door she began fantasizing about all the ways she could go about this. She could hypnotize Fluttershy into a stupor with her huge, bouncy breasts. She could have Fluttershy pound her fat flank with a strap-on. Or maybe she’d just go to town on Fluttershy’s marehood and give her the biggest orgasm of a lifetime.

As she approached the unlocked door, a small bit of doubt went through her mind. It was like the various doubts she had been having all along, but the feeling was steadily getting weaker. Why listen to those annoying thoughts telling her to stop when she was having so much fun?

“What’s there to feel guilty about? It’s not like I’m going to hurt her. I’m just gonna show her how to really enjoy herself, and then have her repay me with a small favor”

She pushed the door aside along with her doubts and entered the cottage. After a quick search, she found Fluttershy in her pantry.

“Hey there, Fluttershy!”

Fluttershy gasped in surprise and turned around, “Oh my, it’s just you Rainbow Da- WAIT! Oh no!” She quickly reached into her pocket and pulled out her cell phone, but before she could dial Rainbow Dash grabbed her by the wrist and tried to slowly wrestle the phone away.

“Whoa there, just put that down. I only want to talk and show you a few things~” She looked Fluttershy straight in the eyes, giving her a powerful and alluring gaze that quickly caught the other woman’s attention. Fluttershy blushed nervously as she tried to regain control of the situation, but she found herself starting to be overcome by some station power washing over her mind.

“Come on, Flutters. Just listen to Dashie and drop the phone. It’s time you and I had a little bit of fun together~” Rainbow cooed. She held on to one of Fluttershy’s wrists with one hand while reaching her other hand down her friend’s skirt, and then past her silky panties. Dash then started to gently rub Fluttershy’s marehood before slowly fingering her with one digit. Fluttershy blushed even deeper and let out a light moan in response.

“R-Rainbow Dash..s-stop...we...we need to get the others..a-and..”

“But if you call the others, you’ll miss out on the chance to check out this rockin new body of mine,” Rainbow replied before shoving Fluttershy’s face right into her mountain of cleavage. Fluttershy let out a muffled cry as a pair of giant blue tits consumed her entire range of vision. She struggled at first but soon found herself overwhelmed with an instinctive urge to start groping Dash’s breasts. Her hands slowly rose up and wrapped around the two fleshy orbs before squeezing eagerly.

“Mmmh, that’s more like it. Just indulge yourself,” Rainbow Dash was practically purring as Fluttershy eagerly groped and massaged her breasts. She then moved her hands down and traced the curve of Dash’s hips before groping at the huge expanse of her backside.

“My goodness, Rainbow Dash. Such curves you’ve gotten. I think your boobs might be even bigger than mine now.”

“Hmm. Let’s test then, huh? Take off your shirt and bra,” Dash commanded.

Fluttershy immediately begin to do as she was told, feeling almost instinctively obliged to obey what her friend was telling her. She quickly took off her shirt before unsnapping her bra, letting her own voluptuous breasts bounce free. Meanwhile, Dash stripped off her own top as well. She then moved in and pushed her heavy breasts against Fluttershy’s. Blue and yellow tit flesh squished together erotically as they compressed their jugs against one another. Both women moaned as their nipples made contact. After getting properly lined up, it became clear that Dash was definitely the bustier of the two now. It wasn’t by much, but it was definitely noticeable. Fluttershy usually wore a G-Cup bra, which meant Dash was now a cup size or two beyond that.

Both mares blushed, with Fluttershy blinking in astonishment, “A-Amazing. S-So how’s it feel to be in the top-heavy club?” Fluttershy giggled.

“It feels great actually. But I don’t want you to feel left out. So I’ve decided to give you something special. Something that will be big fun for the both of us.”

“O-Oh?”

“Just hold still,” Rainbow smirked as she kneeled and pulled down Fluttershy’s skirt and panties. Her friend let out a surprised “eep” but kept in place as commanded. She began to slowly rub Fluttershy’s tiny clit between two of her fingers. Fluttershy moaned loudly and passionately, while Dash just smiled knowingly. Soon the sensations for Fluttershy began to intensify, her clit engorged further and further. A few moments later she realized it was actually getting larger. Rainbow Dash’s smirk grew wider as they both watched Fluttershy’s clit becoming thicker and more lengthy by the second. Dash soon began to rub it with three fingers, and then four, grasping more in her hand as Fluttershy’s clit was now protruding to a ludicrous size. It then began to change in overall shape, a thick ring formed around the middle of her clit, while at the end of her feminine rod a type of head began to form. It was then that Fluttershy realized Rainbow Dash was making her grow a cock.

“R-Rainbow...this...it feels so strange, it’s almost too much”

“Shhh, it’ll be alright. I promise you’ll enjoy it when I’m done,” Dash replied calmly as Fluttershy’s change continued. While Shy’s clit continued to become more and more penis-like, an extra sack of flesh was being formed at the hilt of her rod. Inside that sack were two small testicles that quickly began to grow in size along with their container. Within just a few moments Fluttershy was sporting a fully functioning male shaft, along with a pair of balls bigger than most guys could hope to have.

“Dash..did you just give me…”

Rainbow Dash nodded, “Indeed I did. Consider it an early birthday present. I’ll get rid of it when we’re done if you really don’t want it, but I think you’ll decide it’s a nice addition~” She then leaned forward and began to lick at the head of Fluttershy’s new member. Fluttershy moaned in surprise as her strange appendage throbbed in response. Dash skillfully went to work, gently massaging Fluttershy’s balls while beginning to lightly suck on the first few inches of her rod.

“O-h my..it’s s-so sensitive...I’ve n-never felt anything like this…so this is what it’s like for the males.”

Dash let out a muffled response while taking a few more inches of shaft into her mouth and sucking faster than before. Fluttershy could only groan helplessly, the foreign sensations overwhelming her body as her knees became weak. Just when she thought she couldn’t take anymore, Rainbow relented the assault.

“So, how do you like it so far?” Rainbow Dash asked with a giggle.

Fluttershy blushed heavily, her rod still throbbing powerfully “I-It’s different..but it feels sooo good. C-Can we do more?”

Dash smirked, “Well, I’d be a pretty poor friend to give you a new tool like that and not help you try it out. I have the perfect idea, just sit down and get comfortable.”

Fluttershy did as ordered, sitting down in one of the dining room chairs and looking at her friend expectantly. Rainbow sauntered over and leaned down before heaving her massive breasts into her friend’s lap. With a bit of effort, Dash managed to get Fluttershy’s cock nestled away in her expansive cleavage. Only about a third of Fluttershy’s member was visible, the rest was encased by beautiful blue tit flesh. Having previously practiced this on Soarin, Rainbow Dash was now able to move her boobs up and down far more smoothly. She used the heavy orbs on her chest to pleasure Fluttershy very skillfully and efficiently.

“Oooooh..R-Rainbow Dash..y-you’re boobs...they’re so big and soft…”

Rainbow Dash smirked, “I’m glad you like them. You can play with them all you want from now on~” She began to quicken her pace, moving her breasts up and down faster than before. It was a bit harder to keep up this time, as her girls had gotten heavier since she performed on Soarin. If they got much larger, it could get tough to pull off this kind of sexual act. However, it was hard to deny how much pride it gave her to see her massive bust filling out Fluttershy’s lap almost entirely.

Fluttershy’s moans only got louder as Rainbow’s tantalizing breasts worked to push her closer and closer to the edge. Her member throbbed more rapidly than before, and she could feel her balls beginning to tighten. The pressure was about to reach its peak when Dash began to slow down.

“N-No...please, don’t s-stop. I need more!”

Dash smirked, “I’m not sure you want it enough”

“I-I do! Please, Rainbow Dash...I gotta c-cum!”

That was enough to get Rainbow Dash back to work, satisfied at how easily she was breaking Fluttershy in. “Look at you, Flutters. Begging to cum like a dirty futa-slut. I bet this new rod is going to get a lot of use.”

Fluttershy nodded, babbling as Rainbow Dash pushed her breasts together tighter and tighter. “S-so goooood”

“Alright, Flutters. I hope you’re ready to blow your first load!” Dash exclaimed as she put her all into it.

Just a few seconds after Fluttershy let out a loud cry of pleasure as she began to splatter heavy goops of seed all over Dash’s breasts. One wave came after another as the newborn futa unleashed copious amounts of cum out of her shaft. Rainbow eagerly encouraged Fluttershy to pump out as much as possible, continuing to use her breasts to massage her friend’s unloading cock.

Fluttershy panted heavily as she finally emptied out the last of her seed, “Oh gosh...Rainbow Dash...I’ve never felt like that before…”

Rainbow Dash smirked, “Heh, this is just the start. You ready for round 2?”

Fluttershy shook her head, “I..I can’t...I don’t think there’s any le-”

Fluttershy’s protests were interrupted as Rainbow Dash began to massage her balls with both hands. There was some kind of energy in Dash’s grip, as Fluttershy could soon feel her testicles swelling heavily with cum all over again. By the time Rainbow had finished her work, Fluttershy’s balls had swollen slightly larger than they were before. Meanwhile, Fluttershy found her sexual vigor being restored as well, with her cock already throbbing back to life.

“How about now?” Dash asked with a smirk as she went down on all fours and wiggled her fat rear at Fluttershy. Her marehood dripped heavily with wetness, practically inviting Fluttershy to stick her member in and start pounding away. Rainbow Dash pushed her hair back and gazed enticingly at Fluttershy over her shoulder. Fluttershy couldn’t help but feel pulled into her friend’s lusty gaze and began to stand up and walk forward out of her own control. As if by pure instinct she began to line her member up with Dash’s entrance, gently applying pressure as she prepared to penetrate.

“That’s right, Flutters. Just do what comes naturally~” Dash replied, her own body tingling with anticipation. Said anticipation was finally satisfied when Fluttershy began to gently push her rod into Rainbow Dash’s folds. Both women moaned openly with pleasure as Fluttershy pushed into her friend’s depths inch by inch. After finally bottoming out, Fluttershy slowly withdrew from Dash’s marehood only to plunge right back in. Her thrusts were shaky and weak at first, but she soon began to find a steady groove as she pounded away at Rainbow’s cunt.

Rainbow Dash’s moans became louder as Fluttershy took a tight grip of her hips and began thrusting with increased vigor. It was impressive how quickly she was getting used to her new tool. Dash decided to give her plenty of encouragement, pushing her heavy hips back against Fluttershy. She gasped with surprise as she felt Fluttershy slap a hand against her right flank cheek.

“Mmmh..your body is so amazing, Rainbow Dash. I can’t believe how big and soft your flank is,” Fluttershy cooed as she squeezed and groped the huge, rounded cheeks of Dash’s backside. The way Dash’s ass bounced and jiggled with every impact was driving Fluttershy purely wild. Everything about her friend now seemed designed to draw her in. The wobbling of her backside, the heavy sway and bouncing of her massive breasts, the dazzling passion in her eyes. She’d do anything Dash said if it meant they could repeat this day.

“Keep it *pant* up, Fluttershy...you’re doing awesome,” Dash encouraged as she eagerly took the rutting that Fluttershy was giving to her. Already the amulet around her neck was beginning to glow with the energy provided by all the lust in the room. She was amazed by just how intense this all was.

“Maybe I should make my other friends grow cocks too”

She pictured in her mind a scene where all five of her best friends had been transformed like Fluttershy, and how they all took turns having their way with her in several different positions. It all made her marehood even wetter than it already was, and just in time for Fluttershy to begin thrusting even harder and faster than before. Her friend was now pounding away at her marehood like a feral animal, showing no mercy as she rammed Dash’s pussy. The entire room was soon filled with the lewd slapping sounds of their hips colliding rapidly again and again.

“Unnnghh...R-Rainbow Dash...I don’t know how much longer I can hold it. You’re so warm and tight”

“J-Just keep going, Fluttershy. Don’t hold back!”

Dash could feel herself getting closer to the edge as well as Fluttershy continued to give her the pounding of a lifetime. Her flank was hit by several rough spanks before Fluttershy leaned down and began to grab and fondle her breasts as well. Now going full doggy style, Fluttershy thrust forward with reckless abandon, desperate to pump her friend’s womb full of futa sperm.

“D-Dash...I’m about to..” Fluttershy’s warning was accentuated by the heavy throbbing of her member, which combined with the flaring its head to signal to Rainbow Dash she was about to get inseminated.

Both friends moaned together as they pushed each other over the edge. Dash released her feminine juices as her marehood tightened around Fluttershy’s member, which responded by flooding her inner walls with thick spunk. Fluttershy tightly held onto Dash’s hips as she desperately thrust in and out, pumping out more seed every time.

Rainbow Dash panted and gasped with contentment as she felt her womb getting more and more filled by all of her friend’s new sperm. The amulet on her chest glowed heavily and sent a tingling of energy all throughout her body that was almost as pleasurable as the orgasm she just had. Finally, Fluttershy’s deluge came to an end and she pulled out. Rainbow collapsed to the floor for a few moments to catch her breath, while Fluttershy fell back in the nearest chair to do the same.

“Phew...wow, Fluttershy. I never knew you could be such an animal~” Dash complimented with a sultry smirk on her face.

“S-So..so amazing…” Fluttershy panted, both her voice and eyes having a “far out” nature to them now.

Rainbow Dash smirked, knowing she’d have Fluttershy under her total control for the time being. She stood up and walked over, looking her hypnotized friend in the eyes.

“Now that we’ve had our fun, I’ve got a really special favor to ask of you, Fluttershy.”

“Sure, Rainbow Dash. Anything you ask,” Fluttershy answered obediently.

“I need you to keep the rest of our friends distracted for awhile. Wait a few hours after I leave, then call and tell them you saw me heading into the Everfree forest. Got it?”

Fluttershy nodded blankly.

“Good girl. Once I take care of things, I’ll come back and we’ll have a lot more fun ahead of us~”

“Are you sure that’s where she was going, Fluttershy?” Twilight asked skeptically.

Fluttershy nodded, “I-I saw her walking towards the entrance. I tried to tell her to stop, but she didn’t listen to me. She just kept going..like she was drawn to it or something”

“Did she still have the amulet on her?” Applejack asked.

“Y-Yeah. She looked even more changed than last time…” Fluttershy’s mind wandered to Dash’s beautiful, bouncing tits and her fat, jiggling booty. She could feel the new “friend” coming to life under her skirt and quickly worked to cross her legs in a way that would hide it. She knew if her friends noticed the new addition to her body they’d figure out what really happened.

“We should follow her at once then,” Rarity said with concern.

Twilight shook her head, “No, it’s too dangerous. If we get caught alone with Dash she could entrance us. Daring Do is already on her way here, we’ll wait until she arrives and then we'll make a plan.”

The Crescendo

Author's Note

The second to last chapter. This one contains three major sex scenes with a lot of fetishes. Content of each scene will be tagged in a warning before the scene occurs. The entire chapter contains mind-altering themes that some might find disturbing, I'm going to add the Dark tag just to be safe. If mind-control/mind-breaking makes you uneasy, you might want to turn back.

They'll be an epilogue coming up next.

The Crescendo

“I still can’t believe we fell for that,” Applejack groaned as she finished brushing all the assorted forest items off her clothes. After Daring Do arrived, the entire group had spent hours searching the Everfree Forest for Rainbow Dash, only to discover after an intense line of questioning that Fluttershy had been brainwashed into lying to them. Now they had to tie poor Fluttershy to a chair while Daring Do looked through her book to figure out how to undo the amulet’s powers.

“So, what exactly are we dealing with here?” Twilight asked.

Daring sighed, “From what I can tell...this amulet contains the spirit and power of an ancient succubus. Multiple of them actually. Apparently, Succubi Queens were a big problem in ancient times. Each time one was defeated, they’d store all their energy and power into some relic. Whenever someone new picks up the relic, they’d merge with the energy and become the new Succubus. Each one gains the power and experience of the previous ones, making them more dangerous with each incarnation.”

“So how long before Rainbow Dash becomes one?”

“Well, it probably takes time for the powers to assert themselves. I’m also guessing there’s something else back at the temple that she needs to complete the transformation. We’ll need to head there immediately after I cure Fluttershy. Do we have the ingredients yet?”

“Yup, here you go Daring Do!” Pinkie Pie happily bounced in place as she tossed the ingredients over. “This’ll make Fluttershy a not brainwashed liar again, right?”

“That’s the hope…”

Daring Do quickly combined and mixed the ingredients together before assisting Fluttershy in drinking it down. Fluttershy resisted a bit at first, coughing and sputtering before finally swallowing the foul mix. They all waited for a few moments to see if it would have any effect.

“So...how are you feeling, darling?” Rarity asked.

“I...I..better, I think? My mind’s a lot clearer now. What happened…?”

“It’s a lot to explain,” Daring answered, “But Rainbow Dash worked some of her new tricks on you. She hypnotized you in addition to making some...uhh...changes,” Daring blushed slightly as she indicated to the bulge in Fluttershy’s skirt. Fluttershy promptly blushed heavily before blocking her crotch with both hands.

“Unfortunately, I don’t know how to reverse the physical changes yet. But at-least we have a way to reverse Dash’s brainwashing.”

“So..w-what do we do now?” Fluttershy asked.

“Now we go to the temple and catch Rainbow Dash before we lose her completely…”

Daring Do managed to charter a small plane for the group and they quickly flew to the airfield nearest to their target location. After that came an agonizing afternoon of trekking through the jungle, only eased by the fact that Daring remembered the trail she used the first time coming here.

“Ugh, it’s so hot and sweaty out here. How long before we reach the temple?” Rarity whined.

“It’ll be awhile yet. What’s the matter, not used to roughing it?”

“I am, but that doesn’t make it any less hard on a lady like myself.”

Daring chuckled at the response.

“W-What if Rainbow Dash has already beat us here and gotten what she needs?” Fluttershy asked.

“Then we’re in for a seriously rough time. There’s six of us though, and only one of her. As long as we stick together, we should be able to beat whatever tricks she tries to use on us.”

“Oh, oh, I think I see the temple!” Pinkie shouted as she pointed at an elaborate stone structure in the distance, “Is that it over there?”

“That’s it, good eyes, Pinkie” Daring replied as she lead the group towards the entrance. “Alright, everyone. Remember, no matter what happens, STICK.TOGETHER. Get caught alone with her and your mind will be mush before you know it.”

Everyone in the group nodded, “Don’t worry, Daring. We’ll be right behind you every step of the way,” Twilight assured her.

“That’s right, now let's go wrangle Dashie back in and get her away from this crazy voodoo,” Applejack replied.

With that the six of them made their way into the temple, keeping all eyes open for their afflicted friend. As they made their way down the main hallway it seemed very peaceful, too peaceful even. There was no sign of Rainbow Dash anywhere.

“I don’t see much here, maybe she’s already gone?” Twilight asked.

“Maybe...but we can’t stop until we’ve searched every inch of this temple,” Daring replied, “There’s a chamber up ahead. We’ll do some searching there, but everyone needs to stay in that same room. No wandering off.”

As the group entered the first antechamber they began to spread out and search every part of the room they could. They checked every corner, every alcove, to no avail. Just when they were about to give up a rumbling was heard. Suddenly walls began to rise up across different parts of the room, threatening to split the group into three parties.

“Everyone, to the exit, fast!” Daring shouted. The girls all did their best to get away, but only Twilight and Daring herself managed to get out of the chamber. The other four were cut off from escaping, and then cut off from each other by a second wall that split the room in half. On one side was Rarity and Pinkie, and on the other was Fluttershy and Applejack. The three duos shouted for each other, but couldn’t get through the thick walls. Like it or not, the group was split now.

Scene 1

Contains: Butt Expansion/Hyper Butt, Cock Growth, Ball Growth, Bukkake, Anal Sex, Mind Break, Futa on Female

“Come on, you danged stupid temple!” Applejack groaned as she desperately pushed against the wall for any weak spots. She had spent the past ten or so minutes doing everything she could to get through. She tried throwing heavy objects at the wall, hitting, it, pushing,and so on. Nothing seemed to work. She was eventually forced to slump against the wall and take a breather.

“T-Try to calm down, Applejack,” Fluttershy said as she walked over and try to soothe her friend, “I’m sure the others will find a way to get us out soon”

“Yeah, but what if Rainbow finds us first?”

“I...I don’t know.”

“We have to find a way to break out of here. There must be a secret exit or something.”

As if right on que, there was a groaning sound as part of the opposite wall began to slide open and revealed a secret passageway.

“Well, that was almost a little too convenient,” Applejack said as she stood up and began walking towards the new exit.

“Applejack, wait, what if that’s a trap? What if that’s the way she wants us to go?” Fluttershy asked.

Applejack sighed, “It very well might be a trap, but we don’t have any other choice. I’m not just gonna sit around here and wait for somethin’ to happen. Just stick close to me, Fluttershy, we’ll make it through.”

Fluttershy nodded and began following behind her friend as they made their way into the newly revealed area. While straightforward at first, the hallways soon turned into a maze. They walked around for nearly half an hour before coming to a dead end room.

“Well, that’s just great. We just can’t catch a break,” Applejack complained as she began studying the room to see if there was anything hidden here, “Start looking around, Fluttershy, let me know if you see anything.”

Applejack carefully studied all the walls around the room, but couldn’t find much other than weird symbols and markings.

“Uhh...Applejack…”

“What is it, Fluttershy?”

“I...I think I found something”

Applejack turned around and saw Rainbow Dash standing in the entrance to the room, just a few feet away from Fluttershy. Their friend had an evil smirk on her face. She was wearing some sort of ancient robes, designed to show off the female form as much as possible. Her breasts were now almost comical in size. Meanwhile, her hips and rear were so large and wide that they effectively took up most of the doorway. The top of her outfit only covered up a small portion of her nearly beachball sized breasts and did nothing to hide her mid drift, while the bottom half concealed her marehood and flank while leaving her tree-trunk thighs and hips totally exposed. All of her exaggerated curves bounced and jiggled madly as she took a few steps into the room.

“Hey, Fluttershy, Applejack. I’m glad you guys decided to come. I was wondering when you’d show up.”

“Now, Rainbow...just stay back. We’re here to help ya..”

Dash laughed, “Help me? I don’t need help. I’m feeling better than I ever have in my life. I’ll make you feel that way too…”

Applejack raised her hands defensively, “Nuh-uh. None of that. We know the kind of tricks you’ve been pullin’, and it won’t work this time.”

“Oh, come on AJ. There’s no need to be so hostile. It’s not like I’m gonna hurt you guys or anything. I want us to take over the world together, as a team. I’ll be the leader of course, but the rest of you will all get perks. All we have to do is make a few changes…”

Before Applejack could retort she noticed Dash’s amulet beginning to shine with energy. At the same time, she felt a strange tightness in her pants. She looked over her shoulder and gasped in shock as she noticed that her rear was starting to grow outwards.

“Rainbow Dash! Stop this right now!” Applejack shouted.

Dash giggled, “Why would I do that? I think you’d look good with a bit more junk in the trunk.”

Applejack groaned as her ass continued to outgrow her pants, the fabric started to visibly strain and tear as Dash’s magic made her booty plump out bigger and rounder by the second. Already part of Applejack’s flank was becoming openly visible, pushing its way out of the confines of her tight jeans. She glared at Rainbow Dash before charging forward at her, hoping to take away the amulet before Dash could react. To Applejack’s surprise, Rainbow Dash easily side-stepped and tripped her. AJ fell to the ground with a painful thud.

“Ugh...how can ya still move so fast with all those big blobs on your chest?”

“Pfffft, come on AJ. You think the Succubi in the past would have been able to rule if they didn’t have ways to move around with their bodies? This magic doesn’t just make me sexier, it makes me stronger.”

AJ’s response was muffled by a loud ripping sound. She looked to see her pants nearing the end of their lifespan, they were tearing and ripping all over the place as her butt continued expanding in every direction. She scrambled to her feet and attempted to attack Rainbow Dash again, but met with the same result. Fluttershy tried to sneak up on Rainbow Dash, presuming her to be distracted, but Dash grabbed her hand before she could touch the amulet.

“Nuh-uh, Fluttershy. You just stay put, you’ll be getting a real treat soon.”

Fluttershy let out a surprised moan as she felt heat surging through her body, with her member beginning to throb to life as she was once again filled with unnatural lust.

Applejack wasn’t doing much better. Despite her initial horror at what was happening, she found herself becoming more and more aroused as her ass expanded to new sizes. The rapid addition of booty flesh was an overwhelming sensation, and it was quickly making her marehood wet. There was a final loud rip as the back of her jeans tore all together, leaving just the panties underneath. Said panties looked comically small at this point, being rapidly consumed by the growing cheeks of her flank. Her rear was quickly approaching the size of Dash’s, and there was no sign that the growth was slowing down.

Applejack looked over to Fluttershy for help, but saw that her friend was already falling right back under Dash’s spell. Fluttershy had already dropped her skirt and panties, stroking her member with eagerness as she watched Applejack’s ass grow and grow.

Rainbow smirked and sat down, giving AJ’s rear a hard spank. “You’re going to make a great butt-slut when I’m done with you. Just wait~”

Applejack shuddered, “Y-You won’t get away with it. The others will come rescue us”

“I’ll deal with them when the time comes. For now, you should just lay there and enjoy yourself as I give you the fattest ass in all Equestria.”

AJ tried to get up and continue resisting, but found herself paralyzed as her lust increased. She should be increasingly horrified by the situation, but only found herself increasingly aroused instead. There was a loud snap as her panties ripped apart, leaving her over-sized flank totally exposed. The two rounded, orange cheeks of her rear seemed like dough as they became both thicker and wider. She estimated each of her cheeks was at-least beachball sized at this point, with inches of new flesh being added on by the moment.

“Almost there, AJ. Just a little more, if I feel merciful~” Dash taunted.

Applejack could only groan, having almost totally succumb to the overwhelming pleasure of her growth. Her hips were now over twice as wide as her shoulders, and her thighs touched together all the way to her knees. Meanwhile her giant rump was reaching unbelievable proportions, with each cheek being large enough for a person to sit on. She began to wonder if Rainbow planned to make her so body heavy she couldn’t even leave the temple, but eventually the growth began to slow to a halt.

“Now THAT is what I call an ass,” Rainbow exclaimed as she gave Applejack’s rear a hard smack. The impact caused the flesh on both cheeks to jiggle like ocean waves. Her massive backside took several seconds just to stop shaking. Applejack let out a surprised moan, torn between the burning in her loins and the desire to escape. She slowly stumbled to her feet, no small task considering the weight in her rear. However, she only managed to make it a few steps before her bottom heaviness won out and she fell right back onto her cushiony butt. There was a loud slapping sounds as her backside smacked against the floor tiles. She didn’t feel any pain though, as the massive jiggly cushions beneath her easily absorbed all of the impact. It was at this point she realized her rear was so big it was actually lifting her a couple feet off the ground, her rump serving as chair in itself. All the while Rainbow Dash bust out laughing.

“I bet you think this is really funny, huh? Well, I’ll show ya!” She clumsily attempted to get up again, only for Rainbow Dash to turn her around and push her down to all fours.

“Just stay right there. It’s time for you and Fluttershy to get better acquainted.”

Dash soon walked over and started pushing Fluttershy towards Applejack. For some reason, neither Fluttershy or AJ found themselves being able to move from the positions Dash was forcing them into. Both of their bodies were failing to respond to their commands probably. In just a few moments Fluttershy found herself standing right behind the massive globes of orange flesh that constituted AJ’s ass. After Dash gave her a slight push forward her member slipped right in between Applejack’s massive plot cheeks, making Fluttershy groan with pleasure as her cock was consumed by the soft,squishy flesh.

“Come on, Fluttershy. Give that big apple bottom some love,” Rainbow Dash teased, “Doesn’t it look enticing?”

“I-It kinda does..”Fluttershy slowly reached out her hands began to squeeze and massage both sides of Applejack’s rear. There was something exhilarating about how far her hands could sink in, and how all the mass in AJ’s flank jiggled uncontrollably with even the slightest contact.

“F-Fluttershy...ya g-gotta fight it…” Applejack tried to hide her own growing arousal as she felt her friend’s cock hot-dogging her cheeks while she massaged her rump at the same time. Her marehood was burning hotter than before, and was starting to nearly drip with moisture.

“I’m sorry, Applejack...I...I can’t…” Fluttershy’s body seemed to work on instinct, her own will being overridden as she started positioning her cock towards Applejack’s tailhole. She began to thrust back and forth, groaning with pleasure. The sensations were so intense it took Fluttershy a few moments to realize that her cock wasn’t even reaching either of Applejack’s holes, she wasn’t even long enough to get through the barriers posed by her flank cheeks.

“Unngh..I can’t even..reach…”

“I think I can help with that,” Rainbow Dash replied with a smirk as she began working her magic on Fluttershy. Soon after Fluttershy’s member began to throb heavily as it grew both longer and girthier. At the same time, her balls began to swell outward and churn as massive amounts of seed were suddenly forced into them.

“Better now?” Dash asked with a wide smile on her face.

Fluttershy only nodded as she continued her efforts, this time easily reaching Applejack’s tail hole and plunging right in. Applejack let out a loud groan as she felt her rear being suddenly and roughly penetrated. Fluttershy reached out and grabbed hold of both sides of AJ’s hips, just barely managing to reach, before starting a regular pace of thrusting in and out. Applejack tried to resist at first, but all she managed to do was tighten her inner muscles and jiggle her flank. Both actions simply aroused Fluttershy further and encouraged more thrusting. Soon the initial pain began to give way to pleasure, and before long Applejack was starting to moan each time Fluttershy’s heavy shaft rammed into her backside.

Rainbow Dash leaned down close to Applejack. She rubbed AJ’s cheek while looking at her friend with a powerful gaze, “Good girl, Applejack. Just keeping taking it, you’re going to make an excellent butt-slut.”

“B-Butt-slut?”

“That’s right. You’re going to hypnotize people just by shaking that fat flank, and then love every second as they bend you over and pound you like Fluttershy’s doing now.”

Applejack tried to mount a protest, but could only moan as Fluttershy began ramming her harder and faster. Her mind was becoming more and more clouded with pleasure, fantasizing about taking this kind of pounding on a regular basis. She began to push her hips back against Fluttershy, and shook her flank so hard that her cheeks began to clap together.

Fluttershy, watching this lewd display and seeing Applejack’s massive rear jiggling like jello, couldn’t resist the urge to give her friend a hard spank. Then another. Then another. She giggled with arousal watching just how much her friend’s fat rear could move. She grabbed both of Applejack’s butt cheeks and squeezed with appreciation, holding on tight as she worked her hips forward and backward to keep driving her shaft into the magnificent rear before her. “Mmmh, Applejack...this is a-amazing, I can’t resist your flank..”

Meanwhile Applejack still found herself looking deeply into Rainbow Dash’s eyes. The longer she did so, the more she felt her mind slipping into depravity. She was quickly falling completely under her friend’s influence.

“Alright, Applejack. I want to hear it. What are you?” Dash asked authoritatively.

Applejack’s response was just a mumble.

“What was that? I couldn’t hear you”

“I’m...I’m a butt-slut.”

“That’s right. A naughty, fat-flanked, butt-slut.”

Applejack panted and moaned shamelessly as Fluttershy’s sexual tempo increased even further. Her mind was constantly barraged with the pleasure of her friend’s hard shaft being thrust deep into her rear, and the sensations of rolling flesh as her backside wobbled everywhere. Every thrust Fluttershy made seemed to incite a tidal wave.

Bounce. Jiggle. Bounce. Jiggle. Bounce. Jiggle

Rainbow Dash smiled, seeing that Applejack’s change was almost complete. She then stood up and went to Fluttershy’s side.

“Enjoying the view, Flutters?”

Fluttershy nodded, groaning passionately each time she buried her member deep into Applejack’s flank. Every time Applejack let out a deep moan, clenched her inner muscles, or jiggled her flank it just encouraged Fluttershy to rut her that much harder. Her pleasure only intensified when she felt Rainbow Dash reaching a hand down to massage her swollen balls.

“I’m glad you’ve taken to this new form, because you’re going to be emptying these big balls a lot. Before long there’s going to be a lot of sexy sluts like Applejack around that’ll need someone like you to help them.”

Fluttershy blushed heavily, continuing to pound her friend like some kind of raw animal. She wondered that if this was what Dash had in store for them, perhaps being under her control wouldn’t be so bad after all.

“That’s it, Fluttershy. Just do what comes natural. Thrust. Thrust until you fill this slut with your cum,” Rainbow Dash commanded.

Fluttershy was happy to oblige, putting her all into it as she watched AJ’s glorious rump continue it’s mesmerizing display.

Bounce. Jiggle. Bounce. Jiggle. Bounce. Jiggle

“Oh golly...Fluttershy...please...d-don’t stop..I need it.” Applejack moaned out, finally giving up all resistance.

Fluttershy groaned heavily, her member throbbing with need as her balls began to tighten up. After a few more hard, powerful thrusts she embedded her shaft as deep into Applejack’s rear as she could before unleashing the start of her deluge. With just a few good pumps she managed to fill her friend’s tailhole with seed. Sensing AJ’s fullness, Fluttershy pulled out and began to shoot cum all over her friend’s flank and back. Her member was like a geyser, constantly erupting white fluid all over the broken mare beneath her. Applejack only panted with euphoric happiness as she felt Fluttershy’s splooge painting her body. Soon her knees and elbows grew weak and she collapsed to the floor in a panting, pleasured heap. Fluttershy followed suit soon after.

Rainbow Dash looked at her friend’s with satisfaction,”That’s two down, four to go.”

Scene 2

Contains: Breast Expansion/Hyper Breasts. Futa Transformation. Futa on Female. Mind Break. Pazuri

“Another dead-end?!” Rarity shouted, “We’ll never get out of here at this rate!”

“Don’t worry, Rarity. There’s always a way out if you’re creative enough. Besides, you’ve got me to talk to in the meanwhile!” Pinkie replied.

Even after escaping the main chamber, the two of them had found themselves trapped. Every hallway led to another bland room with no sign of a true escape route. At this point, frustration was starting to get the best of them. It seemed the more they searched, the more lost they became.

“Oh dear, perhaps it is best if we simply wait for the others to find us. I’m sure they’re working on it as we speak...if they aren’t trapped too.”

Pinkie Pie walked over and embraced Rarity in a light hug, “Don’t worry, Rarity. I’m sure someone will get here soon”

“You’re right about that, Pinkie” came a third voice. Both Rarity and Pinkie turned to see Rainbow Dash enter the room, giving them a rather unnerving smile.

“R-Rainbow Dash. J-Just stay back now darling..there doesn’t have to be any trouble here,” Rarity warned.

“Pfftt. Trouble, me? Come on, Rarity. When have I ever caused trouble?”

“I could name more than one time. What do you want with us?”

“I was hoping you’d ask that. I just got done breaking in Applejack and Fluttershy, so I thought I’d slip on over and give you two the same treatment.”

Rarity glared, “What have you done to them?!”

“Nothing serious. Just gave them the right tools to experience pleasure like they never could before~”

“Darling, that amulet is doing rotten things to your mind. You need to take it off at once. Please, let us help you.”

“No, Rarity. Let me help you.”

Rarity gasped as she felt a sudden warmth in her chest, followed by a tightness in her shirt. She looked down and her jaw dropped as she saw her breasts slowly pushing outwards, growing slowly but steadily in size. Pinkie Pie tried and failed to suppress a giggle at Rarity’s new dilemma.

“Pinkie Pie, this is serious!”

Pinkie Pie muffled herself, “S-Sorry..”

Rarity then turned back to Rainbow Dash, already feeling a noticeable amount of extra wobbling on her chest, “Rainbow Dash, stop this instant!”

“No can do, Rarity. I’ve still gotta try out all these new powers. I already gave Applejack an ass the size of the moon.Now I wanna see what I can do with those nice tits of yours.”

Rarity bit her lip and watched helpless as her breasts continued to swell outwards, becoming bigger,rounder, and bouncier by the moment. Her shirt was already beginning to strain as her boobs became far larger than the fabric was made to handle. The entire situation left her too panicked to even move, but on the inside she was starting to feel something else besides panic. Could it be, arousal? She had wondered in the past what it might be like to increase her bust size a little. Maybe this wouldn’t be totally bad...

“Get a hold of yourself, Rarity. You can’t let her turn you into some top-heavy bimbo. You gotta fight!”

The odds were against her however, as the heat in her groin only grew more intense as her tits continued their growth. Her shirt was beginning to rip and tear all over at this point, just barely hanging on. Rarity looked to Pinkie Pie for help, only to see her friend had already slipped a hand down her skirt and was pleasuring herself to the entire scene.

“P-Pinkie! Y-You need to resist!”

“I..I know..but I can’t help it! I just feel s-so h-hot!” Pinkie moaned.

“Don’t worry, Pinkie. I have a surprise in store for you too,” Rainbow Dash replied.

Pinkie let out a surprised gasp as she felt a very odd change in her groin. It felt as if her clit was enlarging, and soon she noticed a bulge growing in her skirt. She quickly tore off the skirt along with her panties and watched with marvel as she began to rapidly grow a fully functional cock. Not long after, a pair of heavy balls began to develop as well. Pinkie moaned heavily with pleasure as she began to give her new equipment a few experimental strokes.

“You’ll be putting that to use real soon, just gotta wait for Rarity’s changes to finish.”

As if on cue, a loud shredding sound was heard as Rarity’s shirt completely fell apart from the strain of her expanding bust. All that remained now was a DD-Cup bra which was increasingly failing to hold back the large mounds of marshmallow like flesh that continued pumping larger and larger. Just a few seconds later, Rarity’s bra completely snapped. She attempted to cover her newly enlarged assets with both hands, but both orbs were quickly becoming more than just a handful.

Rainbow Dash dawned a naughty facial expression as she snuck behind Rarity and placed her hands underneath both breasts before giving them a good squeeze.

“Rainbow Dash! How da-” Her protest was cut off by a moan as Rainbow Dash began to skillfully bounce and massage her growing boobs. They were far more sensitive than usual, but Rarity wasn’t sure if that was because the rapid growth or some other foul magic her friend was working on her. All she knew is that Dash’s hands on her breasts felt good.

“Come on, Rarity. You know you want this. Just sit back and let yourself turn into a nice big-breasted slut. Just think of all the attention you’ll get with your giant knockers bouncing and jiggling for everyone. Think of all the fun ways you could put these to use with the partners you’ll attract.”

Rarity let out a deep moan, her pleasure only intensifying as the weights on her chest grew heavier and heavier. Her breasts were now reaching the size of basketballs, and showed no signs of stopping their expansion yet. Her mind was filled with fantasies of her performing all sorts of lewd acts with her newly expanded bosom.

“That’s my girl. I bet you’re already tempted to wrap these fat tits around Pinkie’s cock, aren’t you?”

Rarity bit her lip, blushing deeply as she stared at Pinkie’s member with growing attraction.

“Look at her, desperately stroking away all alone. Don’t you want to be the one to help our friend blow her first load?” Dash continued her teasingly onslaught, her words sounding strangely seductive and soothing to Rarity

Rarity froze at first as Rainbow’s hypnotizing suggestions seeped into her mind. Soon the ideas took hold, and Rarity began to eagerly make her way towards Pinkie Pie. Her breasts bounced with every step, and seemed to jiggle more and more by the second.

“You look like you need some help there, darling.” Rarity said with a giggle.

Pinkie nodded, looking at Rarity’s growing tits with awe, “Y-Yes I do…”

Pinkie didn’t even look at Rarity’s face until her friend pulled them into a kiss. After exchanging a bit of tongue Rarity pushed Pinkie to a sitting position and allowed her breasts to spill out into Pinkie’s lap. She then took her giant fleshy orbs and wrapped them around her friend’s throbbing member. Pinkie groaned with immense pleasure as she felt all the soft,warm,titflesh wrap around her new appendage. As if instinctively knowing what to do, Rarity grabbed her massive boobs with both hands and used all her strength to move them up and down. Pinkie simply laid back and enjoyed the show as her member was completely engulfed and massaged by her friend’s chest pillows. Rarity’s tits were just bigger than a pair of beachballs at this point, and were still growing. It was tempting for Rainbow to let it continue and see just how busty Rarity would get. However, she didn’t want to risk her friend getting too big to perform. She paused the spell and got in good position to watch the show, slyly sticking a hand down towards her nethers.

Meanwhile Pinkie panted with pleasure as Rarity started getting into a steady rhythm of moving her over-sized breasts up and down. Whenever Pinkie looked down she couldn’t even see her genitals or even or lap, just the twin seas of marshmallow like flesh that comprised Rarity’s tits.

“Oooooh..Rarity..your boobies are so massive and soft and squishy..mmmm..I hope we can do this every day from now on!”

“It would be my pleasure, dahling” Rarity responded as she increased her tempo. All the fear she previously had was gone, replaced by shameless pride for her new endowments. Besides, why shouldn’t she be prideful? She was bearing a bosom that would break the back of most women. Her breasts were the heaviest and bounciest of any in Equestria. Judging by the effect she was having on Pinkie, she’d be able to overwhelm anyone with these girls.

Rarity panted heavily as she continued heaving her breasts to massage Pinkie’s member, working hard to bring about her friend’s first male orgasm. Unfortunately, despite her enhanced strength the weight of her chest was starting to get the better of her. Her efforts started to steadily slow down.

“W-What’s wrong, Rarity?” Pinkie asked, sounding noticeably disappointed.

“S-Sorry, dahling. I’m getting a bit out of breath.”

“Oh...hmm,” Pinkie paused, “Well, don’t worry. Pinkie has a solution!” Pinkie then gently pushed Rarity over onto her back. Rarity’s massive breasts towered over her, reaching so high up she wasn’t able to see what Pinkie was positioning to do next. Pinkie carefully straddled Rarity’s midsection before pushing her member in between her friend’s mountain of cleavage. She then grabbed each of Rarity’s massive nipples and held on as she began thrusting away. Rarity’s mountainous breasts jiggled and bounced non-stop as Pinkie continued to ram her member between them. All the while she happily squeezed and massaged the unbelievable rack in front of her. Rarity’s areola alone were bigger than her hands, and her nipples were the size of a small finger. For Rarity’s part, there wasn’t much she could do aside pushing and squeezing her breasts together with her hands. Other than that, she was free to lay back and enjoy the overwhelming sensations of her giant bust bouncing everywhere.

While the two of them were going at it, moans could be heard from Rainbow Dash in the corner. She was vigorously fingering herself, panting with pleasure and lust as she watched the show in front of her. Her amulet was glowing brightly from all the sexual activity taking place. She absorbed so much power from Fluttershy and Applejack, and now Rarity and Pinkie Pie were giving her even more. By the time she finished this procedure with all her friends there’d be no doubt the amulet would have enough power to finish her transformation into a Succubus Queen.

From the sounds of things, Pinkie Pie was getting closer to the edge. She reached her arms as wide as she could and grabbed the far side of each of Rarity’s breasts, pushing the titanic melons tightly together as she thrust harder and faster. Rarity grabbed hold of her assets as well, working to create a tight seal for Pinkie to pleasure herself with. However, Rarity’s orbs were so massive that not even all four of their hands combined could properly grasp them.

“Mmmh...I’m getting so close, Rarity...your tits are SO amazing. I’m going to fuck them so often!” Pinkie shouted as she erratically pushed her hips back and forth as fast as she could. After a final groan she thrust forward as far she could, with the head of her member just barely peaking through the other side of Rarity’s cleavage before shooting out streams of hot seed. Thick glops of Pinkie’s splooge began to splatter all over Rarity’s face and upper chest. She thrust wildly and heavily for a few moments before collapsing on top of Rarity’s cushy breasts. Meanwhile, Rarity started working to lick and wipe all the cum off of her face.

Rainbow Dash looked on with satisfaction, her own fem juices soaking the floor beneath her.

“Just two more left…..”

Scene 3

Contains: Female to Male Transformation, Breast Growth, Butt Growth, Mind Break, (Implied) Forced Impregnation

Daring Do and Twilight Sparkle continued to chip away at the wall in front of them with some of the tools in Daring’s backpack. It was a slow process, but they seemed to be slowly weakening the stone barrier in front of them. Twilight was quickly running out of breath, however.

“H-How much longer do you think it’ll take?” Twilight asked as she wiped some sweat from her brow.

“It could be awhile yet,” Daring replied.

“I’m just so worried about my friends. They could be trapped with Dash alone in there.”

“I know, but..it’s like you said. She’s not aggressive. It’s likely she won’t do any harm to them that we can’t eventually reverse.”

“Yeah, I guess you’re right. Still...I’d rather get in there before she turns all of them into bimbos or something.”

“You and me both, sister,” Daring grunted slightly as she put a lot bit more effort into breaking a hole in the wall. Just when they were starting to make a bit of progress, the wall began to sink into the ground on its own.

“Uh-oh...think we should go forward?” Twilight asked.

“We have to if we’re going to rescue the others, we need to be careful though. I’m sure Dash already has a plan ready to make us into her little sex minions.”

The two of them began to nervously walk forward, making their way to the main chamber once again. As they stepped through the main door, the first thing they noticed was Rainbow Dash sitting on a throne. She was dressed in only the skimpiest of clothing, allowing most of her glorious curves to be display for all to see. On each side of Rainbow Dash they could see some of their friends. To the right, Pinkie Pie was eagerly pounding away at Applejack’s massive backside. To the left, Fluttershy was having her way with Rarity’s titanic bosom. The entire room was filled with the sound of moaning and sex.

“Rainbow Dash, what have you done?!” Twilight shouted.

Rainbow Dash waved a hand dismissively, “Oh relax, Twi. Don’t you see how much fun they’re having? Don’t worry, you’ll be joining them soon enough.”

Twilight glared, but looked to Daring to see what she was going to do.

“And you brought Daring with you too! That was really great of you, Twi. She’ll make a good addition to the harem,” Rainbow continued.

“We aren’t going to join your harem, Rainbow. We’re disbanding it. I’m going to take that amulet off of you and we’re going to turn things back to normal.”

Rainbow Dash smirked, “Maybe, but you’ll have to get close to me to try.”

Daring took a deep breath before leaning over and whispering something to Twilight.

“You can’t be serious,” Twilight replied.

“It’s the only way I can see. Just..go with it until the time is right,” Daring suggested as she began to walk forward, with Twilight in close tow behind her.

As the two neared Rainbow Dash they began to feel her starting to work some kind of magic over them. Both women were overcome with lust, falling to their knees as powerful energy flowed through them. All the while Dash laughed maniacally.

“This just keeps getting easier. I almost have all the power I need. After I finish with you two, I should be able to tap into the full range of abilities this baby can offer,” she bragged while fiddling with the amulet.

“Oh yeah? What do you plan to do with us?” Twilight asked.

“You’ll see.”

Daring was the first to notice some changes. She watched as her shirt began to bulge out, signaling the start of a growth spurt in her breasts. At the same time, her shorts tightened as her rear began to round out and her hips widened. Daring began to wonder if Dash was going to give her both courses. For a moment she pictured herself having an ass like Applejack and breasts like Rarity. She felt further arousal surging through her and quickly shook the thoughts away.

“This...this isn’t over, Dash, “Daring protested.

“You’re right. It’s only the beginning,” Dash countered with a giggle.

Twilight gulped, expecting to start seeing the same changes to her own body. Something was different though. Her breasts weren’t getting any bigger, in fact they seemed to be getting smaller. Her hips seemed to be becoming more narrow and her shoulders were broadening. “H-Huh? What?” Twilight asked, looking at Rainbow Dash in confusion.

Rainbow Dash shrugged, “I’ve already given cocks to Fluttershy and Pinkie. Figured I might as well go all the way with you. Always wondered what you’d look like as a dude, Twilight.”

The end of Rainbow’s sentence was cut off by the sounds of ripping as Daring Do’s ripe breasts were already starting to strain her shirt. Her pants were faring no better, with her hips and rear quickly outgrowing their confines. Twilight found herself watching the transformations with growing interest, wondering how big Daring was about to get. Daring turned around and looked at Twilight for the first time since they walked in, and her jaw dropped with surprise.

“Twilight, you’re…”

Twilight Sparkle’s body was quickly becoming more masculine. Almost all trace of her curves were gone at this point. Muscle tone was increasing all over her body, and even her face was beginning to look a bit boyish. She let out a gasp, only to notice her voice was a bit deeper, as she felt a weird sensation in her crotch due to her genitals began to change as well.

Meanwhile, Daring’s clothes had completely lost their battle. Her heavy breasts broke free of all confines, bouncing and jiggling for all to see. They were nearly the size of volley balls already, with Dash’s magic eagerly pushing them to grow larger still. Meanwhile her fat rear burst right through her pants. Daring’s ass wasn’t nearly as big as Applejack’s, but it would soon start to compete at this rate.

“Looking good so far,” Dash said, looking with approval from her throne. It seemed Twilight’s transformation was nearly complete. All her outside features looked completely masculine, and as Twilight dropped her pants it became clear that “he” was now the more accurate term. Twilight was now sporting a very large member, with two heavy balls beneath it. His equipment easily put Fluttershy and Pinkie’s to shame. The newly transformed male dropped to knees with lust and began stroking his member out of curiosity.

“Better than I expected, actually. You’ll make for a good bull,” Rainbow observed.

Now all she needed to do was wait for Daring’s changes to finish. They were well underway, with her tits now bigger than basketballs and her ass cheeks bigger than that. The most impressive part of Daring’s new figure was her hips and thighs, however. Her thighs were so thick that they touched and even squished together all the way down to her knees. Meanwhile, her hips were nearly twice as wide as her shoulders, essentially shouting fertility to anyone who looked at her.

“Good. Now, both of you come over here,” Rainbow Dash commanded, smirking as both Daring and Twilight did as asked. She then pulled down what little fabric was covering her lower body, exposing her wet marehood as she spread her legs. “Daring, I want you to pleasure me while Twilight makes you into a good little bitch.”

Daring took a few more steps forward and leaned down facing Rainbow Dash’s dripping slit. She began to obediently flick her tongue forward, lapping at Dash’s feminine juices. Rainbow let out light moans in response, placing a dominant hand on Daring’s head.

“Alright, Twi. Now take advantage of her and give that pussy a good pounding.”

Twilight stood there at first, looking conflicted. Daring Do took just a second to stop servicing Rainbow Dash and cast Twilight a look.

“Right” Twilight thought to himself, “Just go with it until the time is right”. As Daring returned to eating out Rainbow Dash, he slowly stepped forward and began positioning his member near Daring’s marehood. He gently prodded at the woman’s entrance while lustfully groping her plump flank with both hands. After a few tests, he applied full pressure and pushed his member into Daring’s entrance. Twilight let out a light groan while Daring’s response was muffled due to her face being buried in Dash’s crotch. Twilight’s first few thrusts were awkward and shaky, but he soon began to find a steady groove in which to pound his new mate.

Rainbow Dash leaned back and smiled, enjoying the view before her. Watching Daring service her while Twilight pounded her at the same time. She moaned heavily, feeling Daring’s tongue lap at her marehood with skill. Every inch of her outer lips were being assaulted by tongue, and occasionally Daring would sneak some licks on the inside as well. The pleasure only intensified as Daring gave a few licks to Dash’s clitoris. Rainbow closed her eyes for a moment, moaning deeply as pleasure washed over her. The entire sensation was so intense she didn’t notice what Daring was secretly doing until she felt the other woman’s hand barely graze her left breast. She quickly reacted by firmly grabbing Daring’s hand and holding it in place. She glared down at her, while Daring looked up with a bit of fear due to having been caught.

“Trying to ruin all the fun by taking off my Amulet, huh? Not cool. You’re going to be in for some punishment later. For now, get back to work,” Dash scolded before she let Daring’s hand go and aggressively shoved the other woman’s face back into her crotch. Daring let out a muffled protest, but went back to licking as ordered.

“Twilight, the fact Daring just tried to pull that stunt means you haven’t fucked her silly yet. Get on it.”

Twilight nodded before putting more power and speed into his thrusts. He was supposed to just be doing enough to play along, but found himself becoming more and more into it. Watching Daring’s plump rear jiggle, and seeing her fertile hips move every so slightly was strangely enticing. His new body was being hard to control as well, his member throbbed eagerly as Daring’s inner walls clenched around him and his plump balls churned with new seed ready to get out. He silently hoped to himself that Daring could somehow get hold of that amulet quick before the mental changes from this transformation took full hold.

Meanwhile, Daring was fighting off mental changes of her own. While disgusted by it at first, she found herself becoming more eager in her efforts to please Dash. Her tongue flickered all over Rainbow’s marehood more naturally and enthusiastically. She also couldn’t ignore the pleasure being inflicted on her by Twilight’s hard cock ramming into her entrance over and over again. She began to push her hips back against Twilight, almost by instinct. It took every ounce of her will to remember her true goal, wait for the right opening to tear the amulet away from Rainbow Dash.

That task became even harder as Twilight’s tempo increased further. He was now thrusting his hips forward hard and faster, causing lewd slaps to fill the room each time his member embedded itself deep into Daring’s folds. Daring moaned heavily into Dash’s crotch, trying to stay focused on keeping her pleasured and distracted while looking for the desperately needed opening.

“Mmm. Just keep it up, Daring. I’ll make a good slut out of you in time.

Dash’s words helped remind Daring of the weight of her situation. If she failed to get that amulet, she’d be spending the rest of her life riding cock or servicing her “mistress”. She began to eagerly lap at Rainbow’s marehood, ruthlessly assaulting Dash’s clit with her tongue. Rainbow yelped and moaned heavily with pleasure, but was still holding back from orgasm. Meanwhile, Twilight’s groans became louder as he eagerly pounded Daring’s marehood. Fear ran through her as she felt her partner’s member beginning to throb more heavily. She was running out of time!

“D-Daring...I can’t hold it much longer…” Twilight panted out.

“Than don’t hold it. Pump her nice and full, Twi~. You two will have such cute kids,” Dash commanded with wry smile.

Daring desperately licked and nibbled at Rainbow’s clit, trying to force the other mare to her edge.

“Come on, just orgasm already you bitch!”

The moans of all three participants continued to intensify, soon reaching a crescendo. Rainbow Dash’s muscles all slacked as she began to squirt her female lubricant all over Daring’s face. Daring saw it was her chance and quickly reached her hand out to grab Rainbow Dash’s amulet. She managed to pull off the cursed charm just as Twilight began to unload thick waves of seed into her marehood.

The entire room went silent for a few moments, with everyone trying to process what happened. Rainbow Dash let out a brief cry of anger before going silent in confusion as the possessing magic left her. Daring let out a sigh of relief at having disarmed Dash while simultaneously trying not to moan as Twilight let out a few more spurts of seed into her. Twilight, having been freed of Dash’s influence, started to slowly regain his senses and pulled out immediately.

“Oh no! Daring, are you alright? I didn’t mean to...you know…”

Daring groaned, “Nothing for it now, at-least we got the amulet off. Dash...are you, normal?”

Rainbow Dash looked at Daring with total shock, a heavy blush all across her face. She then let out a gasp before trying to cover her outrageously sized assets.

“Daring! T-Twilight…? Is that you? What the fuck is going on here?!” She looked around, seeing the similarly sexualized state of her various friends. “I’m dreaming right? Or I took a lot of drugs...or something.”

Daring let out an exhausted chuckle, “It’s a long story, Dash. I’ll explain everything once we get everyone out of here…”

Epilogue

Author's Note

This just contains some final exposition and one light scene. Contains lesbian sex between over-endowed pregnant women, with a bit of lactation play. Other than that it's pretty vanilla.

Due to popular request, I will right an alternative ending to this story. However, I have another small project or two in line first. I promise to return to this story some day though. Thank you all for reading.

Epilogue

Rainbow Dash woke from her nap with a startle as she heard a knock at the door. She groaned with discomfort as she sat up, a task that was becoming more difficult due to her bulging belly. Her little escapades months back had their consequences it seemed. What started as tenderness in her breasts and an increased appetite soon resulted in her belly growing bigger and rounder at an impressive rate. On top of that, the physical changes brought by the amulet still hadn’t subsided. Her breasts were larger than ever, swollen another few cup sizes with milk. Thankfully, the remnant magic from the amulet was still bolstering her strength and mobility.

She made it to the door as quick as she could, swinging open the entrance to see Daring Do. Her idol was sporting a similarly swollen figure, with a rounded middle and plump bust, although not quite to the same degree. She was holding a couple bags in her hands.

“Hey, Rainbow Dash,” Daring greeted, “Just stopping by to drop off the new clothes from Rarity. Did you really go through the last wardrobe already?”

Rainbow Dash blushed as she nodded, “Hehe, yeah. Looks like I’m not quite done growing yet. Uh...come in,” she stepped aside, allowing Daring to enter. The two then made their way into the living room together. Rainbow took a seat on the couch while Daring put the bags down before sitting next to her.

“So, how you been doing, Rainbow? You haven’t been out much lately.”

“Yeah, I know,” Dash replied, “It’s just getting harder to walk around like I’m used to with all this weight on me, you know?”

“Are you sure there’s not something else?” Daring asked with a knowing look.

“And...and I still feel a bit bad about what happened.”

Daring sighed, “Dash, everyone’s already forgiven you. It wasn’t entirely your fault anyway. It’s not like you meant to turn into a soul-sucking succubus.”

“Yeah, but look at what I did.”

“Okay, so you gave some of your friends some pretty wild curves, did a bit of gender-bending, and caused the two of us to get knocked up...but I mean, it could have been worse. Everyone’s back in their right minds now, and living life pretty normal despite the changes. There’s no long-term harm.”

Rainbow Dash nodded, “I suppose you’re right. Has Twilight figured out how to reverse the physical changes yet?”

“Progress is being made. Although it’s probably best that the two of us wait until our kids are born before trying to reverse all this. Which won’t be TOO much longer by the looks of our bellies.”

“I still can’t believe this is happening. I mean, me, a mom?” Dash frowned.

“I think you’d be good at it, once you learn to be a little more careful,” Daring replied.

“Maybe, but I don’t even know who the dad is. This is such a mess…” Dash buried her face in her hands for a few moments before she felt Daring tap on her shoulder. She looked up only for Daring to place a kiss right on her lips. The two stayed locked together for a few moments, both enjoying the sweet embrace as their tongues gently wiggled against each other.

“W-Why?” Asked a speechless Rainbow Dash.

“You looked like you needed it. Look, try not to worry too much about all this. You have a lot of friends you can call on for help if needed. Plus, I’ll be going through the same thing. So you can always call me if you need some advice. If you really feel like you’re not ready, I do know a few couples who’d love to adopt a new baby.”

“I guess you’re right. I’ve just been so emotional lately. What about you though? Have you and Twilight decided what to do?”

“It’s going to be a split custody thing. I obviously can’t drag the little guy around on my more dangerous stuff. So little Daring is going to stay with Twilight while I’m gone, and I’ll keep the tyke during the in-between times.”

“That doesn’t sound so bad. I wanted to ask though, why have you been so helpful to me lately? The only reason this happened is because I was too stupid to listen to you.”

“You're just as much a victim of the amulet as the rest of us. Besides, I think you’ve been punished enough. You already had to pay Rarity for all the new wardrobes she made for everyone, and you’re going to have to spend the next year as my personal assistant. That means taking care of all my boring paperwork, being my pack mule, stuff like that.”

“Does that include holding on to artifacts?”

Daring was silent.

“Kidding, kidding, “Dash replied as the two of them busted into a light laugh. The laugh was followed by a tender silence, with both women looking at each other with a strange sense of warmth. The silence was broken when Daring leaped forward and pulled Rainbow Dash into another kiss, although this one was much more aggressive. Light moans were heard as Daring Do eagerly made out with her new assistant while gently pushing her onto her back.

“Who’s the succubus now?” Rainbow Dash asked, looking a bit in shock of Daring’s sudden move.

“Hey, I can’t help it you’ve got such an attractive body. Besides, the hormones from this pregnancy are driving me nuts. Of course, if you’re not interested I could just get relief elsewhere…”

“I never said I wasn’t interested.”

“Good,” Daring smirked before going back to kissing the woman beneath her. The two passionately exchanged tongue and spit with one another, the past months of bonding in the amulet’s aftermath finally reaching a headway. Daring’s swollen middle gently pushed against Dash’s own while their massive breasts were separated only by their clothes.

“Do you think it’s just leftovers of the magic making us do this?” Dash asked, panting lightly with a blush on her face.

“Maybe, but we might as well enjoy ourselves. Not many women get to have bodies like ours. Let’s just indulge for a while,” Daring gave her partner a couple more kisses before sitting up and motioning for Dash to do the same. As she did Daring grabbed both sides of Dash’s shirt before pulling it over her head. This gave her perfect view of Rainbow Dash’s swollen belly, which had become quite the sight. It was a huge, swollen sphere the size of an over-inflated basketball. Her breasts were noticeably swollen as well, barely contained by her custom-sized maternity bra with cups big enough for most people to wear as helmets.

“You too, huh? Looks like we’ve both been making a bit too much milk.”

Dash giggled, “You can say that again. I could almost feed the whole freaking town at this rate.”

“Well, let me help you relieve the pressure a bit. Then you can return the favor~”

Rainbow Dash nodded as she reached back and unclasped her bra, allowing it to fall to the floor. Now her motherly mammaries were on full display, her enlarged nipples moistened by tiny droplets of milk. She let out a light moan as Daring reached forward and placed a hand under each breast, weighing them.

“Phew, and I thought my girls were giving me trouble. Can’t imagine what it must be like for you to haul these around all day. Let’s make them a bit lighter.”

Daring then moved a hand to the front of Dash’s left breast, gently rubbing and stroking the areola before giving the nipple a gentle pinch. An audible gasp of pleasure and relief came from Rainbow’s mouth as a small stream of white fluid came squirting out. Daring continued to rub Dash’s breast at a slow pace, squeezing out small spurts of milk here and there. Eventually, the temptation to get an actual taste became too great. She leaned forward and positioned her mouth near her friend’s left nipple. She was impressed to note that Dash’s areola were nearly equal in size to her face, and the nipple itself was the perfect size to suck on. She wrapped her mouth around Rainbow’s teat and began to eagerly suckle. It didn’t take long before she was rewarded with sweet nectar leaking into her mouth.

Rainbow Dash tenderly ran a hand through Daring’s hair, encouraging her to continue suckling. Meanwhile, she used her free hand to squeeze even more milk out of her tit and into Daring’s mouth. There was something strange about the whole sensation. It was pleasurable, but also tender and calming. The amount of milk being drained so far was only a minor reduction in weight, but it was such a relief to finally let some of it out.

Daring’s lust for milk soon grew more intense, she eagerly squeezed and groped at Dash’s breast while starting to suck on her nipple a bit more aggressively. As a result, the flow of milk began to intensify. A steady stream of motherly fluid was now flowing into her mouth, it was like she was drinking straight out of a gallon jug. The milk was coming at such a rate that she soon had to break away.

“Wow, you’ve certainly got a lot in there. I’m going to need to switch to the other side before I get too full,” Daring chuckled before switching nipples and going back to feasting on Rainbow’s sweet milk.

“Mmmh, I could get used to this,” Dash said with a light moan, “We totally need to do this more often.”

Daring let out a muffled assent as she continued to eagerly suckle Dash’s teat. Her belly was soon getting full, but she found it hard to stop herself from guzzling down more of the rich fluid. After a few moments, she finally gained the willpower to disconnect herself, looking at Rainbow Dash warmly.

“Wow. You’re going to have some lucky babies. I doubt they’ll ever be hungry,” Daring said, patting Rainbow’s swollen belly for emphasis, “But now you owe me one.”

Rainbow Dash nodded as Daring began to strip down, removing her own shirt and maternity bra. Daring’s breasts weren’t swollen nearly as large as Rainbow Dash’s but were still far bigger than what could be considered normal.

“Thank Rarity for custom clothes. You and I would be walking around naked otherwise.”

Rainbow laughed, “Well, that wouldn’t be so bad would it? We’ve got a lot to show off.”

“Mhmm. Get to work you horndog,” Daring replied as she shifted position and pushed her breasts in Dash’s face. Rainbow did as commanded, quickly attaching herself to one of Daring’s nipples and beginning to gently suck. Daring let out a light moan while gently holding Rainbow’s head in place.

“You look pretty cute like this.”

Rainbow Dash let out a muffled complaint before putting her hands to work massaging the other woman’s breast. She wasn’t sure what was more satisfying; the delicious milk or the contented sighs that Daring emitted as she suckled.

“That’s a good girl, drink up” Daring encouraged as she began to squeeze at her soft, tender breast, squirting even more of her milk into Rainbow’s maw. Rainbow continued to eagerly suckle for a few minutes before switching to Daring’s other breast. For both mares, the stress of the previous months seemed to be forgotten in the tender warmth of breastfeeding one another.

“Mmm. Alright. Let’s take this up a notch now. Get the rest of those clothes off,” Daring commanded as she unbuttoned her shorts and began sliding them down her thighs and to the floor along with her panties. Rainbow Dash soon followed suit, leaving both women completely naked together. They both reached out their hands and began to rub over the curves of the other’s belly, admiring their partner’s fertility. It was Daring who moved first after that, carefully sliding her hand down Dash’s underbelly and between her legs. She found Dash’s marehood, already a bit wet with natural lubricant, and began to gently rub it with her hand. Rainbow let a light moan, soon moving to rub Daring’s slit in return. The two looked into each other’s eyes passionately, occasionally getting bold enough to slip a finger or two into the other’s entrance.

As the tryst continued, a mischievous smirk soon came across Dash’s face. She lifted one of her breasts before squirting a large stream of milk right at Daring. Daring let out a surprised gasp before giggling, “Hey, you punk!” she replied before shooting some of her own milk right back. The two then began to coat one another in motherly fluids while continuing to rub themselves closer to orgasm.

“Getting close yet, Dash?” Daring asked with a smirk as she drove two fingers deep into Rainbow’s cunt.

“N-No way!” Rainbow panted, “You think I’m going to give in first?”

“Let’s make it a challenge then,” Daring replied before using one finger to start teasing Dash’s clit. Rainbow Dash soon returned the action, staring at her partner with defiance. Their moans grew louder and filled the room as they continuously worked to increase the other’s pleasure.

Rainbow Dash panted heavily, continuing to squeeze and empty out her massive mammaries while trying to resist the onslaught against her nethers. It was starting to seem like a losing battle, however, as Daring was fingering and rubbing her with skill.

“H-How are you so good at this, Daring?”

“Come on, Dash. You really think that time back at the temple was my first? I’ve had more than one sexual encounter over my adventures. You just don’t see them in my books. Maybe I’ll tell you about them some time, if you’re a good girl~” Daring smirked knowingly as she began to gently rub Rainbow’s clit between two fingers. The other mare whimpered heavily as she vainly tried to resist the pleasure.

Dash could feel the pleasure in her body quickly coming to an edge. She desperately pushed three of her fingers into Daring’s marehood in an attempt to push the other mare over, but it was already too late. Rainbow let out a final cry of pleasure as orgasm washed over her. Her feminine fluids soon drenched Daring’s fingers.

“There we go. Was that so bad?” Daring taunted.

“S-Shut up,” Rainbow replied as she aggressively fingered Daring’s marehood while also rubbing at her clit as well. The other mare didn’t hold out much longer, soon letting out her own scream of ecstasy. Both mares soon fell back onto the couch, landing in each other’s arms.

“D-Daring,that was *pant* so awesome.”

Daring nodded, “You can *pant* say that again.”

“Think we could do this more often?”

“Definitely. For now, though, I think we should get a shower. Look at us, all covered in sweat, milk, and girl juices.”

Dash chuckled, “I don’t mind too much, but I guess you’re right. One more thing though...”

“Yeah?”

“Tell about one of those “encounters” of yours.”

Daring smirked, “Well, long before I had to battle Rainbow Dash the Succubus, there was that time when…”

Alternate Ending: The New Queen

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