Fluttershy was supposed to be here soon, and Rarity was getting antsy waiting for her. She'd invited her friend over to give her a big surprise. Finally, a soft knock went through the room, signaling Shy's arrival. Rarity hopped up out of her seat, breasts bouncing some, and her glasses nearly falling off her face. Pushing them back up her nose, she rushed over to the door, opening it.
"Darling! I'm so glad you're here! I've been absolutely dying to show you this," She gave the shy pegasus a bright, toothy smile.
Fluttershy was standing on the other side of the door. She was wearing some pants and a green sweater that seemed way to tight as her large breasts where squished behind them.
"Oh, h-hello Rarity." She smiled
Rarity stood back, and held out her arm to let her in. She wore a simple white button-up blouse, a tight black skirt that almost reached her knees, and a pair of black knee-high socks. Closing the door behind her friend, she spun on her hoof, and placed her hands on her hips. her canteloupe sized breasts bounced when she stopped, and she regarded her friend for a moment before speaking.
"Fluttershy dear, would you like some tea? I've got a new recipe brewed up that I've been hoping to share with somepony."
"Sure, that sounds lovely," Fluttershy said as she walked in, her giant breasts, twice as large as Rarity's, swayed as she walked.
Leading her into the kitchen, poured two cups of tea for them, sprinkling sugar in each, before offering a cup to Shy. smiling brightly, she awaited her response.
"Thank you," Fluttershy said softly as she tasted the tea. She closes her eyes and enjoyed the nice calming taste, "It's delicious, Rarity."
A lustful leer and grin flashed across Rarity's face for a moment as Fluttershy closed her eyes. This recipe was something special she'd made. Some Prench Luxure leaves, and a little of her own semen, had made for a wonderful mixture. She watched as Fluttershy's face flushed red, unaware of what she'd truly drank. She downed her own as she watched Fluttershy enjoy the drink. Fluttershy set the cup down and smiled at Rarity.
"I-if I may ask, is there a reason you, um, called me here?" Fluttershy asked.
"Well, a few months ago, you had asked me to make you some lingerie for you, if you remember. Now, I know you aren't dating that brute anymore, but I was almost done with it when you two broke up, so I went ahead and finished it! I'm positive that you'll just love it, darling. Come, lets get you into it so you can see."
Rarity grabbed Fluttershy's arm and gently pulled her to her modeling studio. Fluttershy stepped onto the stage and saw what Rarity was working on for her. On a busty marikin, a specially made one shaped just like Fluttershy, was her latest work, some lingerie. It was mostly pink. A thong with a little yellow butterfly right on the crotch, a garter belt holding up some thigh-high stockings, with little yellow butterflys dotting it here and there, and a corset, designed to let Fluttershy's breasts spill out freely, uncovered, with butterflies trailing up the belly. Rarity pulled the whole thing off with her magic, and put it in Fluttershy's arms. The room was currently devoid of changing blinds, and Rarity hoped the tea would cloud the mares thoughts enough for a show.
Fluttershy blushed as she put the lingerie on, and Rarity turned around to give her privacy. She waited for a moment, before hearing a light whine, and a soft "Rarity?" Glancing back, she noticed Fluttershy was bottomless, and her sweater was stuck under her breasts, her arms somehow tangled in her sleeves.
'Seems the tea was more powerful than I thought.'
Rarity giggled at the sight. "Darling, however did you get your arms stuck like that? Here, let me help you with that."
Rarity placed her hands on Fluttershy's breasts, caressing them slightly, before grabbing the edge of the sweater, and pulling it out and up over her breasts and head, the arms untangling in her magic. As the sweater came off, Fluttershy's breasts bounced free, each tipped with a light pink nipple. Rarity then grabbed the thong, and offered to help her put it all on. Fluttershy nodded, accepting the help.
Rarity took note of Fluttershy's blush, covering most of her face, her shoulders, the tops of here breasts, and even her hips. She got onto one knee, placed the garter belt on the ground, and held out the thong for her. Fluttershy lifted one leg, and slid it into the fabric, before placing the other one in. Rarity then pulled the garter up her legs and around her waist.
Grabbing each stocking, she helped tug them onto Flutters legs, before hooking them onto the belt. As she hooked the back ones on, she noticed that the top of her butt and her back and flushed red too. A full body blush, how cute. She then pulled the corset over the other mare's head, and tightened its straps. She held up each of Fluttershy's breasts for a moment, checking that it wasn't pinching anywhere, and savoring the softness, before stepping back, and admiring the mare with a long, lustful stare. She noticed Fluttershy's lidded eyes, shortened breaths, and shuddering form. It was working faster than she'd thought. Fluttershy looked at Rarity with a full blush.
"I-It's b-beautiful. Rarity."
Rarity took a small sniff of the air. She could smell Fluttershy's sex, and glanced at her crotch. Her pussy had grown wet, drenching her crotch and legs. Fluttershy didn't seem to notice. A lustful grin appeared on her face, and Rarity stepped in front of Shy.
"And so are you darling..." She caressed Fluttershy's face with one hand, and gently placed the other on the mares wet crotch. Fluttershy gasped a little as her face turned a bright red. Rarity leaned into Fluttershy, locking lips with her, and tongue darting forwards into her mouth. She snuck her arm into the thong, and placed her fingers on the sopping wet pussy, rubbing it. Fluttershy widened her legs some, and a tiny bit of milk dribbled out of her nipples as she lost herself to the sensations. Fluttershy let out a soft moan, her ears twitching and her eyes fluttered a little as she enjoyed the pleasure.
Rarity's other hand groped one of Shy's breasts, idling playing with the wet nipple, before her finger slid into it. She slid the fingers on the other hand into Fluttershy's waiting vagina, and began pumping in and out with her fingers. A lump formed on her skirt, signaling her erection. Precum flowed down her legs and onto the floor. Fluttershy moaned loudly in pleasure as her eyes rolled upwards a little.
Pulling her fingers out of Fluttershy's breast, she reached down and lifted her skirt up to her waist, before tugging on her panties, dropping them to her ankles and letting her twin cocks fall down past her knees. Her growing balls pulsed as they're freed, a massive four inches wide each. Rarity pulled back from the kiss, and brought her head down to Fluttershy's breast, latching on to the nipple and shoving her tongue into it. Her hand reached up from the skirt and went back to sliding in and out of the other nipple.
Fluttershy continued to moan loudly in bliss, her legs soaked from her dripping pussy, and she starts having trouble standing. Rarity pulled back again, placing her hands on Fluttershy's shoulders. She pushed down on her softly, Fluttershy's now weak legs buckled, and she fell onto her knees, getting a face full of the massive genitals between Rarity's legs. Rarity stepped back and allowed her cocks to become rigid. She unbuttoned her blouse, letting her breasts bounce out freely.
Fluttershy looked lustfully at the twin cocks, still moaning softly as she shoved her hand into her own crotch and pleasured herself. Rarity stepped forwards, holding up both cocks in her hands, precum gushing out of the tips as her massive, overly productive balls grow larger. Fluttershy held her breasts up, allowing Rarity to prod at her nipples with her cocks, covering the tits in cum. Finally, the cocks slid into Fluttershy's breasts.
Fluttershy's head snapped back as she moaned loudly, feeling the pre fill her breasts, causing them to slowly swell. A few minutes passed as Rarity pistoned in and out of Fluttershy's nipples. Her balls drooped below her knees, now a foot across each, and the pre flowed hard and fast out of her tips, filling the mares breasts quickly. A quick burst of magic, and third cock started to form out of Rarity's crotch, quickly growing in size, before growing rigid and lodging itself between Fluttershy's breasts, covering them, her stomach, and the floor in precum. She bucked her hips harder and faster, moaning loudly.
Fluttershy moaned again before she placed her muzzle on the third cock, a blank look in her eyes. Her stomach began to fill up with cum. Fluttershy's breasts inched down the cocks they surround, filling with cum and milk, before they reached the medial rings. Hung up on them for a moment, they struggled to go forward, before finally passing over, sending a wave of pleasure through Rarity, making her cum. A large lump traveled down all three cocks, before erupting out the tips. Fluttershy's breasts ballooned out quickly, and her stomach grew in size as well. Rarity cast a spell on her cocks, causing them to grow larger. She slowly stepped back, giving the breasts room to grow, still bucking her hips.
Fluttershy moaned her breast grew bigger and bigger, swelled like a pair of giant water balloons. Rarity's balls had grown massive by this point, two feet across each, and dragging along the floor. Fluttershy's breasts had ballooned out, each larger than both the mares combined. Rarity walked backwards into a wall, unable to back up any further. Rarity then cast another spell, creating a sort of invisible wall directly in front of her. The growing breasts hit the wall, bottoming out on her massive cocks, but not quite smothering Rarity. The third cock in Fluttershy's mouth began to grow into her mouth, inching down her throat and into her stomach. Her stomach filled with more cum, grew down to touch the floor, before lifting her up into the air.
"Mmphh! Mmmmm.." Fluttershy tried to moan, sending vibrations down Rarity's cock but found it difficult with the cock in her mouth. Her breasts began filling up the room. Rarity' began shouting in pleasure, lust filled her mind, and she cast another spell on her genitals, causing her balls to explode with growth, lifting her up off the ground as well. Her shield spell failed, and she was smothered in Fluttershy's breasts, and pressed into the wall. Fluttershy was pressed up into the ceiling, trying to moan around the massive cock. The room began to creak and crack, struggling to hold in the flesh. Fluttershy closed her eyes as she was smothered by her own breasts.
Rarity, spurred on by waves of unimaginable pleasure, cast more spells. The cum blasting out her cocks doubled, and her balls grew even faster. The room suddenly crumbled around them, and they shot up and out of it, quickly destroying the building. They continued to grow, breast and ball flesh growing out and flattening the town. They couldn't stop cuming, growing larger and larger. Fluttershy's breasts became nothing but two titanic cum filled balloons as they swelled. She continued to moan as well as she could. Days turn into weeks as they continue to grow, crumbling mountains and destroying cities. Rarity thrashed and screamed in pleasure as Fluttershy merely moaned and shuddered. Neither know if they'd ever stop growing, and neither wanted to.
