Pies of All Sizes

by MassDriver

Rating: mature
Tags: Pinkie Pie, Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Pie Sisters, Starlight Glimmer, Comedy
Length: 11762

Twilight and Starlight are about to make love on the Cutie Map... unaware that the Pie family is shrunken on the map's surface.

Pinkie Pie's family is coming to Ponyville for a visit! But Pinkie loves surprises, and she has a great idea: She'll use Poison Joke to shrink her family, bring them to Ponyville while they sleep, and wake them up on the miniature rock farm on the Cutie Map!

Her family doesn't seem all that amused, though. But while Pinkie runs off to get the antidote, two other ponies enter the map room. Starlight Glimmer and Twilight Sparkle, now "friends with benefits," have come to fuck on the Map... and they have no idea that their fun could crush the tiny ponies who are stranded there.

Chapter 1: Shrunken (Unaware), Lesbian
Chapter 2: Penis Growth, Female with Futa, Orgasm Denial, Cum

This story was a commission! If you want one of your own, see my commission policy and prices here. I can also be reached at massdriver77 {at} gmail {dot} com, or on Discord at MassDriver#3858.

I've also set up a Ko-fi! If you want to support my work but you're not looking for a commission, it's a great way to leave a tip!

Published 2017-07-01 21:00:07 UTC
Last updated 2017-07-10 18:40:42 UTC

Chapter 1

“Wake up.”

Maud looked down at her sleeping family. Despite being on the hard ground, they all looked fairly comfortable; the Pie family was accustomed to sleeping in beds that were, if anything, slightly harder than the ground outside their farmhouse.

“Wake up.”

For some reason, Maud Pie had never been very good at waking anypony up. She recalled that Pinkie Pie was great at it; it must have been something different in her technique. Maybe the way she jumped up and down, or the way she blew party streamers, or the way she raised her voice above the level of a murmur.

“Wake up.”

At any rate, Pinkie wasn’t here. The rest of the Pie family was, though - and slowly they began to stir from their sleep. Once Limestone Pie was up and shouting, the rest of the family was soon on their hooves, and Maud Pie addressed them.

“I woke up first,” she said, “and I noticed three unusual things.”

“What happened to the sky?” shouted Limestone.

“The farm is glowing…” whispered Marble.

“The dirt and stone of our property are gone,” said Igneous, “The ground is crystal of some kind.”

“Yes,” said Maud. “It sounds like you’re all up to speed.”

“Why were we sleeping outside?” said Cloudy Quartz.

“I suppose that counts as a fourth thing,” said Maud. “While I was trying to wake you up, I developed a theory that I think explains what happened to us. Firstly-”

“SURPRISE!” said the voice of Pinkie Pie. It didn’t come from any obvious source - in fact, it was so loud that it seemed to come from everywhere. The Pie family, Maud excluded, jumped backwards as Pinkie’s face rose from the horizon like a celestial body. She beamed down at them, her usual cheerful self aside from being hundreds of feet tall.”

Maud stared up at the looming face of her sister, then turned to her family. “This new information doesn’t support my theory,” she said. “Forget I said anything.”

“Everypony!” said Pinkie, “Today’s the day!”

“What day?” demanded Limestone.

“WHAT?” shouted Pinkie. “Oh, sorry! I can’t hear you super well.” She leaned her head over the landscape and turned her ear in the direction of her family. “Okay, try again!”

“What do you mean, today’s the day?”

“Today’s the day you were going to visit me!” said Pinkie. “You were going to pack up your things and get on a boring old train to Ponyville.”

“Trains aren’t boring…” muttered Marble Pie.

“But then I had a way better idea!” said Pinkie. “What if I talked to Zecora and asked her to isolate and magically distill the effects that Poison Joke - which is usually unpredictable - had on one specific pony? Specifically Applejack, who was shrunk when she came into contact with it? And to make sure that the resulting potion didn’t have any negative interactions with a sleeping potion, which I also used on you in order to make sure you were asleep while I transported you to Ponyville after shrinking you?”

“Pinkamena Diane Pie!” called Igneous, “You have tampered in magics at great risk and inconvenience to thy family!”

“Nuh-uh!” said Pinkie Pie. “Zecora gave me instructions to make sure it was totally safe! She said this one thing, and then she said a second thing that rhymed with the first thing! Look, here’s the shrinking potion!”

Her head dipped down behind the horizon, then re-emerged with the long neck of a stoppered glass bottle in her mouth. She tilted her head to turn the bottle right-side-up, raised it slightly, and slammed it onto the ground outside the farm. The crystalline floor shook with the impact, knocking the Pie family to the ground. Once their teeth stopped shaking, they stared up at the bottle, still mostly full of sloshing blue liquid.

“Where are we?” shouted Limestone Pie.

“Oh!” said Pinkie. “This is the Cutie Map! Or, uh, the Friendship Map? Usually we just call it ‘the Map.’ It’s magic or something! But more importantly, it’s got cute little hologram models of all sorts of places! And I thought it would be cute if I shrunk you down and put you on the tiny version of the family farm!”

“...It is kind of cute,” said Marble.

“Pinkamena,” called Cloudy Quartz sternly, “I dearly hope that you were wise enough to procure an antidote. I am pleased to see you, but I insist that this foolishness be brought to an end.”

“But I was gonna carry you all over town!” said Pinkie. “Maybe grow you back to normal around lunchtime?”

“Pinkamena,”

“Oh, okay,” said Pinkie, her face falling a bit. “I’ll go get the antidote! Just stay right here!” And she grabbed the potion and scampered off, out the doors of the throne room, leaving them alone.

The family stood in silence, taking in the sight of the enormous room around them. The room was miles across, and the table they were standing on was so wide that none of them could see the edges.

“Well, you heard her,” said Maud. “Nobody go anywhere.”

The Pie family got comfortable on the porch of their miniature home, maintaining their usual stoic silence - or, in the case of Limestone, an angry silence. It wasn’t long at all before the door burst open again, and they turned to look, expecting to see Pinkie Pie with a bottle of antidote in her mouth.

But two ponies came through the door, giggling and nuzzling each other. “Oh, it’s Princess Twilight Sparkle,” said Maud. “And another pony that I may have briefly interacted with in the past.”

“Starlight Glimmer,” said Twilight, nuzzling her neck against the pale lavender unicorn, “You’ve done excellent work. I really couldn’t ask for a better student.” She lifted her mouth to Starlight’s ear and spoke in a sultry whisper. “And do you know what good students get?”

Starlight just tittered.

“You get a gold star!” said Twilight, conjuring a tiny sticker and magically placing it on Starlight’s cheek. Then, her voice back in a sultry whisper: “And good students can trade in their gold stars for something really good…” She planted a brief kiss on Starlight’s cheek, where she had placed the sticker. “Do you want something really good, my most faithful student?”

“I do,” said Starlight. “But should we really do it here? I mean, the map’s important and magical and… don’t your friends just sort of waltz in here sometimes? This room has a lot of hoof traffic, compared to the castle’s other rooms.”

Twilight chuckled. “Oh no, if we got caught that would just be awful and sexy. Seriously, though, we’ll be fine. Everyone’s busy. I know Pinkie’s showing her family around… And come on, we’ve done it in practically every other room. About time we defiled the sacred map.”

“All right,” said Starlight. “So… how do you want me?” She climbed into one of the chairs and hopped onto the table, planting her ass at the table’s edge, with her back legs dangling over the side.

The table was sturdy, but at a fraction of an inch tall, the Pie family could feel the impact of Starlight Glimmer’s ass like an earthquake. They stumbled back as the unicorn’s gigantic body crashed into the landscape, looming perilously close to where the miniature farmhouse stood. They yelled out to Starlight, but there was no sign that she heard them.

“That'll do just fine,” said Twilight. She set her forehooves on the table’s edge and parted Starlight’s thighs, exposing a pussy that was already hot and dripping. “Mmh,” moaned Twilight, “You've got something good for teacher, don't you? Not an apple… but a lovely purple flower…” she nuzzled her nose against Starlight’s thighs, teasing the soft skin, coming within inches of her dripping lips.

Cloudy Quartz, indignant, charged forward by about thirty feet - or a handful of inches, depending on who was doing the reckoning. “Thy display is not private!” she shouted, but she was still neither close nor loud enough for either of the big ponies to hear her. Perhaps they could have heard her if they'd been totally silent and not entirely focused on each other - but it looked like the two of them were only going to get louder.

Twilight drew her snout along the length of Starlight’s lips and blew a quick, hot breath onto her clit, making her student shudder. Even that motion could be felt by the Pie Family - the shudder was a low rumble under their feet, a subtle vibration that resonated through their bodies.

Starlight leaned her body back as Twilight started to go to work on her, and for a moment it looked as though she was going to fall all the way back onto the table. Her backside looked over the farm like a calamitous tidal wave of lavender pony flesh, threatening to crash down onto all of them - but Starlight stayed mostly upright.

Still, the danger was clear. Cloudy Quartz retreated to the farmhouse where her family was gathered, casting glances back at Starlight. “Family,” she said, “we may no longer be safe here. Until Pinkamena returns, it may be wise to flee.”

“We need to get closer to the middle of her he table!” said Limestone. “The farther we are from the edge, the safer we’ll be.” The family agreed, and they set off running.

In the meantime, Twilight was slowly working her way deeper, dragging her tongue along Starlight’s marehood, savoring the taste of her, drawing out the moment. “Ohh,” moaned Starlight, “Don't tease me, teacher, I've been good, you know I've been good…”

Something about those words spurred Twilight to action, and she went further in, parting Starlight’s lips with a strong, nimble tongue. She spent a long, luxurious moment in there, drinking up the taste of Starlight’s cunt, before finally giving her clit the attention it deserved. She pressed her lips to the top of Starlight’s pussy, holding it in a kiss and extending her tongue to lick at the sensitive nub.

Starlight groaned, and her shuddering body sent another rumble through the table’s surface. “Oh, Twilight…” she squeaked, “Oh Princess… your highness…”

This time, Starlight really did fall backwards, collapsing onto the table with her hooves in the air. The Pies were lucky they had started running when they did - they dove out of the way as Starlight’s head almost came down on top of them, and ended up with her mane draped over them. They fought their way through a thick curtain of blue and purple hair, struggling to find footing on the quivering ground, and eventually found their way back into the light.

“Is everyone all right?” asked Igneous, and the Pies collectively murmured that they were fine.

“She crushed our house!” shouted Limestone.

“It’s not really our house…” said Marble.

“It’s the principle of the thing, Marble!”

“Twilight,” huffed Starlight, heedless of the tiny ponies she’d almost crushed, “I… I think I landed on… some stuff. I think we’re… breaking the map…”

Twilight lifted her head from Starlight’s marehood with a calm, satisfied smile. “Not to worry, my faithful student,” she said, “The map’s locations are magical holograms. They have a little substance, enough to get smashed if you step on them… but they’ll pop right back up after a few seconds.”

“Actually,” Twilight continued, “That gives me an idea.” She put her forehooves on the table’s edge and lifted herself up. “Why don’t the two of us wreck Equestria?” She climbed on top of Starlight, interlocking her body with hers, hovering her face over her student’s pussy - and hovering her pussy above her student’s face. “Our two bodies, rolling and coming all over the world.”

“I like the sound of that,” said Starlight, lifting her head until she could almost touch Twilight Sparkle’s pussy. “I like it a lot.”

Twilight let herself drop, bringing their bodies together. Foreplay was well and truly over, and the two of them went deep into each others’ marehoods, digging their snouts deep into the others’ folds.

The Pies stared up and the entangled bodies of the Princess of Friendship and her student, each of them too stunned to move as their undulating embrace made the table rumble underneath them. Their moans, muffled by each others’ pussy lips, were still loud enough to fill the room, echoing off the crystal walls.

The Pie family avoided each others’ eyes, trying to conceal their reactions from each other. The sight of two mountain-sized mares making love was a singular sight, and in spite of the danger looming, there was something beautiful about it. It was, at very least, almost impossible to look away.

“Marble,” said Maud, “are you all right? It looks like the recent near miss may have rattled your sensitive constitution.”

“I've never seen Princess Twilight in person before,” whispered Marble. “She’s really pretty.”

“That doesn't exactly answer my question,” said Maud. Then, after a pause: “I think Starlight is better looking, personally. But I respect your difference of opinion.”

“Who cares?” Limestone cut in. “Couple of mares with perfect bodies fucking in every room of their castle… no regard for anyone else…” Limestone reflected bitterly on her own lonely, virginal life on a secluded rock farm, and glared at the giantesses.

“Young folk…” said Cloudy Quartz, shaking her head. “Keep your wits about you, children…”

The ground shook with greater force as the two embracing ponies began to rock back and forth. It was clear that they were about to roll over - but that could take them farther away from the Pies or much, much closer, depending on which way they rolled.

The Pies had no reason to be optimistic, given the way their day had been going. So it came as no surprise to any of them when Twilight and Starlight rolled towards them, a tumbling embrace of passionate flesh bearing down on them like a landslide. With mere seconds to make their escape, they ran to the shadow of a nearby hill - a feature of the terrain they recognized from the vicinity of their home. Fortunately, the map was a highly compressed version of Equestria, where structures and terrain were far closer together than they were in reality.

The massive mares tumbled closer, casting their shadow over the huddled Pies. The ground shook harder and harder, rattling their teeth as Starlight and Twilight crested the hill they were hiding beneath.

Twilight was on the bottom at the moment, and her deep purple flank blotted out the sky - or, rather, it blotted out their view of the room’s ceiling. They stared up helplessly at her enormous ass, breathing in the floral fragrance of her fur, the sharp tang of her sweat, and the intoxicating musk of her dripping cunt.

Fortunately, the hill was sturdier than their farmhouse - it slumped a bit as Twilight and Starlight rolled over it, but it didn't crumble. Twilight’s body passed over them, coming within inches of their heads. Her cutie mark bore down on them, a gigantic starburst overshadowing the tiny ponies for a tense moment - and then it rolled past them, leaving them rattled but unharmed.

They settled down, close to where the Pies stood, with Twilight on the bottom. Limestone eyed up the mares, taking special note of where Starlight’s face was buried in Twilight’s folds, hungrily eating her out.

Limestone Pie charged forward, over the shouted protestations of her family, with her eyes on Twilight’s flank. She crossed the distance quickly, and she was almost ready to make the leap onto Twilight’s body - when she felt a shadow falling over her again.

Starlight’s legs had been flailing throughout the act of lovemaking, but now, without warning, they were kicking at full strength, muscles twitching as her climax came closer. Her foreleg was extending now, and its path was bringing it straight down onto Limestone.

Limestone Pie looked up at the falling lavender hoof. With no time to escape its shadow, she did a quick mental calculation and hurled her body to the left, aiming for the hollow space - the cleft - in the hoof’s center.

The hoof slammed down around her, hitting the table with such force and sound that, for a moment, Limestone was certain that she had been crushed. But once her skeleton stopped rattling inside her, she saw the hoof begin to lift off her, letting the light in. Once again she could see her goal: Twilight’s huge, wide flank.

Starlight’s hoof was behind her, but the danger wasn’t over. The two mares could begin rolling over again at any moment, and there would be nothing Limestone could do about it. But now she was committed to her plan, and she was moving forward with it. Once she was close enough, she leapt onto Twilight’s flank, gripping the Princess’ fine hair with her teeth and hooves.

Limestone ascended the Princess’ quivering flank, feeling a tingle through her body as she climbed past her cutie mark. The massive starburst, like all cutie marks, exuded a subtle magic aura, usually too small to perceive - but at Limestone’s scale she could feel it.

Soon she passed the edge of Twilight’s cutie mark, past her thigh, and found her footing on the mare’s belly. Here, close to the Princess’ house-sized cunt, the smell of her musk was overpowering, dizzying, making Limestone’s own marehood soak itself uncontrollably.

But Twilight’s pussy, huge and fragrant as it was, wasn’t what Limestone was here for. She was here because this was as close as she could get to Starlight Glimmer’s ears. Starlight’s snout was buried in Twilight’s pussy, and her ears were now as close as Pinkie Pie’s had been when she’d leaned in to hear her shrunken family speak.

Limestone Pie filled her lungs, ready to scream, determined to be heard. But Just before she could yell, Starlight’s body spasmed and her mouth released a moan that rose in pitch and volume. She was ready to cum.

Limestone yelled to be heard over Starlight’s moans, but there was no way that she could be louder than a mare that was thousands of times bigger than her. Starlight’s moans filled her ears, but she stood her ground - until the ground under her started to shift.

Twilight’s belly, until a moment ago, had been about as sturdy as one could expect a mare’s body to be mid-coitus. But now it rippled and quivered as Twilight’s moans joined Starlight’s. Teacher and student were about to come together, and now Limestone had no chance of being heard.

Both mares lifted their heads from the others’ pussy. Their tongues’ work was done, both of them were crashing towards climax, and they cried out each other’s names as they came, their bodies undulating against one another, flesh pressing against flesh. Limestone bit down on Twilight’s fur and did her best to hang on as the two tremendous bodies shook with climax. Twilight’s juices, spilling from her cunt, washed over her body, drenching her in powerful musk,

And when their climaxes came to an end, Starlight collapsed onto Twilight, pinning Limestone between their bodies. Limestone was once again sure she’d be crushed - but instead she felt Starlight’s body settle gently over her and fill with long, soft breaths.

Author's Note

This story was a commission! If you want one of your own, see my commission policy and prices here. I can also be reached at massdriver77 {at} gmail {dot} com, or on Discord at MassDriver#3858.

I've also set up a Ko-fi! If you want to support my work but you're not looking for a commission, it's a great way to leave a tip!

Chapter 2

After a long, sweaty moment of rest, Starlight rolled off of Twilight, freeing Limestone from between their bodies. “Twilight,” she said, "if you're ready for another round… I've got an idea that I think might earn me another gold star.”

“Well, that was more than enough,” said Twilight, “but I would never want to discourage an eager student. What's your idea?”

Desperate to be acknowledged, Limestone Pie was about to dig her way through Twilight’s fur to try and bite down on her skin. But Twilight rolled onto her side, to look into Starlight’s eyes, and Limestone tumbled off her body, landing roughly on the table below.

“Well,” said Starlight, “it starts with that spell you cast a few days ago. I think we were in the kitchen that time…”

Twilight grinned mischievously, her eyes too focused on Starlight to see Limestone hopping up and down beneath her. “I know the spell you mean,” she said. “Couldn't get enough, huh?”

“Well, it certainly gave me some ideas,” said Starlight.

Twilight but her lip “I bet. So do you want it this time?”

“No,” said Starlight. “I mean, maybe next time… but for now, can you just cast it on yourself?”

Twilight shifted her body, sitting upright on her flank, and her horn began to glow. Down below her, still beneath the notice of either massive mare, the Pie family rushed into the space between their bodies, surrounding Limestone.

“Fool girl!” said Igneous, “Did ye not hear us yelling for you to stop?”

“I wasn't yelling,” said Maud. “I was speaking in the same tone of voice I always do.”

“‘Twas implied, daughter!” snapped Igneous. Then, turning back towards Limestone: ”It was a noble effort, risking thyself to catch the attention of these two mares. But they are lost in the act of physical love, and our best chance is to wait upon Pinkamena’s return.”

“Well, you can't blame me for trying,” said Limestone, avoiding her father’s gaze.

“I can and I have,” said Igneous. “I know I raised a proud girl, but your safety is a greater concern to me than-”

He stopped speaking as a long shadow fell across him and his family. A long shadow that was growing longer all the time. The shrunken ponies looked up to see something growing, extending, from just above Twilight Sparkle’s pussy. With her magic, Twilight Sparkle was giving herself a penis. A thick purple shaft, already hard, was growing longer, submerging all of them in its girthy shadow. By the time it stopped growing, it was over a hundred feet of mare meat.

Or, from the perspective of Twilight herself, about twelve inches. Still a damn big cock.

“It’s huge…” whispered Marble Pie. Her legs were quivering, although the ground underneath her was still.

If Starlight Glimmer had looked down between Twilight’s legs, she would have seen the trembling Pies in the shadow of her Princess’ cock. But she couldn’t tear her eyes away from the thing itself, the thick purple marecock that had sprouted and grown before her eyes.

“I just have to taste it,” said Starlight, and she crawled towards Twilight on her forehooves. She touched the flared tip with the flat of her tongue, feeling its texture and heat and tasting just a hint of salty-sweet precum. Then she kissed it, wrapping her lips around its girth and taking it deeper, deeper, deeper.

All this played out above the heads of the Pie family, one beautiful giantess tasting and loving the body of another. Drool dripped from Starlight’s mouth, and a thick drop fell into the space between the Pies.

Starlight drew her head back, leaving Twilight’s cock slathered in spit up to the medial ring. “I want to try something,” said Starlight. “Let’s go to Canterlot.”

Twilight shuffled her hips, rotating her body, orienting it towards the seat of Equestrian power. The Pies were caught off guard by the motion; had they started running as soon as they reunited with Limestone, they might have gotten clear before this moment. But Princess Twilight Sparkle growing a cock was an arresting spectacle, and who could blame them for staring in awe?

At any rate, they were still between Twilight’s legs when she began to move, and the huge purple appendages threatened to squash them flat. As one, the family hopped like fleas onto the fur of Twilight’s thigh, gripping as hard as their teeth and hooves would allow.

In a quieter moment, Twilight would likely have noticed the sensation of five little ponies attaching themselves to the fur of her inner thigh. But right now she had two sets of genitals begging for attention and a beautiful unicorn mare eager to provide it. Heedless of the ponies clinging to her, she straddled the mountains overlooking Canterlot, setting her ass down on top of the raised earth. The mountains were holograms like everything's by else, but they were wide and sturdy enough to support the ass of a full grown mare.

The Pie family let go of Twilight’s fur, dropping a short distance onto the mountain slope. They fled down the slope, huddling in the shadow of Canterlot once they arrived at ground level. They stared up, past the high towers of the royal city, to where Twilight’s cock loomed above.

“Twilight,” said Starlight, using her magic to take hold of Twilight’s shaft, “I can never thank you enough for believing in me. For seeing the good in me.” Her magic aura began to slide up and down Twilight’s cock, slowly caressing its length.

“But what if I'd corrupted you?” said Starlight. “Imagine the two of us rampaging and fucking across Equestria. Imagine becoming huge, growing a big fat cock, and then…”

With her magical grip on Twilight's shaft, she brought her cock down onto the castle, smashing it to pieces. “Mmm,” moaned Starlight. “Now who's the ruler of Equestria?” The castle reconstituted itself, and Starlight smashed it with Twilight‘s dick again. “Now who’s the most powerful princess?”

Starlight’s horn glowed a bit brighter, and a magical aura flickered to life around Twilight’s pussy lips. “Oh, Starlight,” moaned Twilight, “I could never… but… but you make it sound almost…” her lips kept moving, trying to form a sentence, but she was quickly moving beyond words. Starlight’s magic was gentle and firm as it stroked her shaft, and it was strong and rhythmic as it pounded against her clit. The mind of a pony simply wasn't made to deal with such a concentration of pleasure, and her body shook violently as the feeling overtook her.

Far below, beneath Canterlot, the Pie family struggled to keep their footing on the quaking ground. Each time Canterlot reconstituted itself, Starlight bashed it with Twilight’s cock, sending holographic rubble crashing to the table below. The Pies couldn't say for sure whether the rubble even had substance, whether it would hurt to be hit by it - but they were taking no chances. They scrambled around on unsteady hooves, diving out of the way of the falling debris.

“Starlight,” cried Twilight, “Starlight, I'm coming! I'm coming!”

Starlight Glimmer grinned, suddenly looking entirely evil. “No you're not,” she said, and a deep red aura settled onto Twilight’s marehood and the base of her cock.

“Aah-” gasped Twilight. “I, I can’t-”

“You don’t cum until I say so,” said Starlight, with a chuckle. “Orgasm denial isn’t dark magic… it’s just very, very cruel.”

“S-starlight,” groaned Twilight, “You have to let me cum, please... “

“Oh, you’ll cum all right,” said Starlight. “Your cock and pussy are going to pop like fireworks, your highness. You’ll just have to be patient.”

“No,” whispered Twilight, “I can’t take it…”

“You won’t enjoy it if you keep complaining,” said Starlight. “Let me shut your mouth so you can just focus on feeling that climax get bigger and bigger inside you…” She stepped closer to Twilight, threw her forehooves over the Princess’ shoulders, and took her in a kiss. Twilight let out a couple more muffled protests, but soon leaned into the kiss, closing her eyes and meeting Starlight’s tongue as her pupil’s magic continued to stroke her cock and vibrate against her clit.

With her attention focused on the kiss, Starlight was no longer bothering to repeatedly destroy Canterlot. This gave the Pies some time to catch their breath, no longer dodging holographic debris, but it was clear the moment wouldn’t last long. Twilight was no longer protesting the spell that was preventing her from coming, but she was emitting muffled moans that were getting more intense and higher in pitch. Starlight would have to let her cum eventually.

But she seemed determined to draw out the suspense. The two giant mares were sitting on either side of Canterlot, straddling it, pinning the shrunken ponies between their bodies. As Twilight’s body shook more violently and her cries became more pained, Starlight became more and more aroused, her pussy dripping a musky pool onto the table. The unicorn was enjoying her Princess’ suffering perhaps a bit too much, delighting in the power she had over her teacher. Twilight’s cock throbbed and twitched so forcefully that it smashed into Canterlot all on its own. Her pussy was clenching, desperate to release its accumulated tension… and finally Starlight let the spell dissipate.

Twilight’s pussy throbbed powerfully, squirting its musky payload through the streets of the miniature Canterlot and creating rivers of fluid down the neighboring mountains. Her upright cock first twitched and shot its first jet of cum, painting a thick white line across Starlight’s chest.

Starlight, feeling the hot streak of cum hitting her fur, broke off the kiss and fell backwards, letting Twilight’s cock fire off into the open air. With her mouth no longer filled by Starlight’s tongue, Twilight cried out as her cock blew its load, shooting in all directions as it spasmed.

Cum rained down on the tabletop, the liquid landing with enough force to stagger the shrunken Pies. They ran for the base of the mountain, closer to Twilight’s body, where the rain of cum was less likely to hit them. They weaved between the shadows of the falling mareseed, struggling to stay on their hooves as drops hit the table like boulders and splattered into musky pools.

They arrived at the mountain, but it wasn’t an easy climb; Twilight’s pussy had drenched the surface, making it slick. But they made it far enough that they escaped the rain of cum - all except for Marble Pie.

Marble Pie put her hoof on a slick patch of the mountain’s surface, and she lost her footing, squeaking in alarm as she slid down to ground level and into a puddle of Twilight Sparkle’s cum. Marble panicked, flailing, but after a moment of kicking her hooves, she found it was pretty easy to stay afloat. Her family rushed to the edge of the cum puddle, ready to mount a rescue - but all that was needed was for Limestone to extend a hoof as Marble Pie dogpaddled over.

“Are you okay?” asked Limestone, pulling her sticky sister free from the puddle.

Marble swallowed a mouthful of cum and looked away bashfully. “It’s sweet…” she whispered.

“She’s fine,” said Limestone.

Twilight’s climax was powerful, and long, but it came to an end in time. “Starlight…” she gasped, “That was… so mean…”

“I know,” said Starlight. “But it looked to me like that was the best orgasm you’ve ever had.” She leaned in and dragged her tongue along the underside of Twilight’s cock, licking up the cum that was drooling from the tip.

“It was… pretty intense,” said Twilight. “But next time you have to warn me before you-”

The door to the map room burst open, and Pinkie Pie charged through with saddlebags slung across her flank. “I’m here!” she yelled. “Sorry I took so long-”

“Pinkie!” shouted Twilight, her wings rising in alarm. “I, I thought were going to be busy today…”

“So you decided to get busy on the Cutie map?” said Pinkie mischievously. “Ooh, and you grew a big ol’ weiner! Looks like your cock went kablooie all over the-” Pinkie’s mind, briefly distracted by the post-coital tableau, abruptly refocused on the reason she’d come to the throne room.

“Oh!” said Pinkie. “Uh… I was planning to set up a, uh… party… thing… in the map room. For when my family gets here.” She forced a smile. “You know. Confetti and balloons coming out of nowhere, the usual Pinkie Pie stuff. Could I… have the room?”

“Uh, sure,” said Twilight. “Do you want us to clean up first? I should wipe down the table…”

“I’ll take care of it!” said Pinkie. “I’m sure you two want your privacy anyway, so… go and… have your privacy… somewhere else?”

“Uh, okay,” said Twilight, hopping down from the table. “See you later.” She made her way out, with Starlight behind her.

Once they were gone, Pinkie scanned the table, looking for signs of movement. It didn’t take her long to see the five Pies hopping up and down at the base of the mountain near Canterlot, and she hopped onto the table to bring her ear closer to them.

“Oh my gosh!” she said, practically in tears, “I’m so, so sorry, I had no idea that Twilight and Starlight were going to come in here and grow dicks and cum all over the place!”

“You can make your apologies later, Pinkamena” said Cloudy Quartz. “For now, simply restore us to our normal size.”

“Of course!” said Pinkie. She craned her neck back and pulled a small brown bottle from her saddlebags. “Just take one of these and you’ll be back to normal!” She pulled the cork from the bottle and turned it on its side, letting little green tablets spill out onto the table.

Limestone trotted over to one of the spilled tablets and nudged it with her forehoof. From her perspective, it was about six feet across, and weighed - she estimated - about two hundred and fifty pounds.

“Yup!” said Pinkie. “Just pop that in your mouth and swallow, and you’ll be right as rain!” She stared down at her family, none of whom were attempting to consume tablets that were physically larger than their entire bodies. “What are you waiting for?”

“...Oh.”

Author's Note

This story was a commission! If you want one of your own, see my commission policy and prices here. I can also be reached at massdriver77 {at} gmail {dot} com, or on Discord at MassDriver#3858.

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Chapter 3

“Okay, this should work!” said Pinkie Pie. “This should work.”

Pinkie was looking a little bit pale. Few things could diminish her positive party attitude, but it turned out that almost letting her family get crushed was a total bummer. A serious downer. A dour, stormy raincloud.

But she’d scooped up her shrunken family and brought them to the kitchen, no worse for wear, and laid them out on the wide table in the center of the room. She grabbed a glass, filled it with water from the faucet, and dropped in one of the tablets.

The tablet started to dissolve, and Pinkie felt a boost of confidence. Step one of the plan was already working. Pinkie Pie didn’t know much about magic, but Zecora’s tablets weren’t unicorn magic. They were made from plants, and plants were basically food, and Pinkie knew all about food.

“I see what thy aim is, daughter,” said Igneous, regarding the tall glass. “We shall take the cure as a liquid. I volunteer to go first, should there be any danger.”

“There’s no danger!” said Pinkie. “No more danger, I promise!” She looked over at the glass, where the tablet had halfway dissolved. “The tablet was one dose, so I’ll get a tiny little bit of the water in a spoon and you can lick it up. Then you’ll get a little bigger, and you can drink a little more. And once you drink the whole glass, you’ll be back to normal!”

“That’s a good plan, Pinkie,” said Maud. “I’m glad you’re taking a practical approach to this problem, especially since this experience has been emotionally trying for all of us.” She paused and looked up at Pinkie, who was still watching the tablet dissolve. “It looks like you can’t hear me,” said Maud.

Marble Pie approached Maud. “Uh, I’m pretty sure… she can’t hear us unless we shout.”

“I think we both know I’m not going to do that,” said Maud.

Meanwhile, Limestone Pie was clambering up the side of an unopened bag of flour, grumbling to herself all the while. “Giant mares,” she muttered. “Rolling around all sexy… breaking stuff… almost crushing ponies and they don’t even care…” Finally she reached the top of the flour bag, rising to all four hooves.

The bag of flour just happened to be the nearest object to the glass of water that Pinkie had set down on the table. And it was just tall enough that a pony, even a very, very small one, could get a running start from the top of the bag and hurl herself directly into the glass. “I’ve had enough of being small,” grumbled Limestone, just before she made the leap.

Limestone’s hooves just barely cleared the rim of the glass, but she made it, and she plunged right into the water. She hit the surface of the liquid harder than she’d expected, and for a moment she speculated about the effects of surface tension on a pony of her size.

But that question soon became moot. Limestone felt herself growing bigger as soon as the medicated water passed her lips. And, in keeping with Pinkie’s plan, she filled her now-larger mouth with even more water. She grew more, until her body was nearly as wide as the cup she was floating in. She felt her flanks pressing against the glass walls, and she knew she’d smash through it if she drank any more - but she didn't care. She wanted to be bigger.

Limestone filled her mouth once again, and she heard Pinkie yelping in surprise as she realized that her sister was in the glass. Limestone ignored her - she wasn't quite following Pinkie‘s plan, but Pinkie had no right to complain. She'd gotten the family into this mess, and Limestone - although she loved her sister - didn't trust her to fix it. It was time for a responsible pony to take things into her own hooves.

For a moment, Limestone felt the glass pressing in in her from all sides, forcing her to tuck her legs into her body as her growth smooshed her against the walls of her enclosure. But she never stopped drinking the water, and soon her growth won out against the glass, and it exploded in a rain of shards.

Pinkie threw out a hoof to shield her family against the flying glass, and a few shards bounced harmlessly off her foreleg. There was verylittle liquid in the explosion; Limestone had managed to drink up nearly all of it before the glass had burst.

And now, there Limestone stood, nearly back to her normal size, looming over her family like a giant. She loomed over Pinkie, too, but not as dramatically - she was just a few feet higher, standing on the kitchen table.

“It works!” cheered Pinkie Pie. “How do you feel?”

“Angry,” said Limestone.

“You hear that, everypony?” said Pinkie, looking down at the still-shrunken members of her family. “She says she feels normal!”

“Hey!” barked Limestone. “This is not grumpiness, sis! I am angry for a specific reason and I don't appreciate you playing it off as a joke!”

“Sorry, sorry,” said Pinkie. “It's just, you gave me a setup and I went for it. Force of habit…” she paused, staring up quizzically at Limestone. “You look taller than usual.”

“Yeah,” said Limestone irritably. “That's what happens when you stand on a table.”

“No,” said Pinkie, backing away as Limestone’s shadow grew wider. “It's not that.”

Limestone felt her back brush up against the hanging pots above the table. And now that her eyes weren't staring daggers at Pinkie, she noticed that the floor seemed to be getting further away… and the walls seemed to be getting closer.

“Pinkie!” yelled Limestone, her voice even louder than usual. “I'm still growing! I should have known you'd screw this up too!”

“Actually,” said Maud, “Pinkie’s plan was for each of us to start with a small dose and slowly consume more of the antidote. Following her plan would have let us identify that a full tablet’s worth of antidote was too large a dose, and consequently would not have led to this problem.”

“Uh, Maud-” whispered Marble Pie.

“I know,” said Maud. “She can't hear me. But somepony needed to say it.”

Pinkie heard the sound of splintering wood, and her eyes shot downward to see the legs of the table beginning to break. With her trademark speed, she backed her flanks up to where her family stood and used her tail to sweep them into her saddlebags. Not a second later, the table collapsed, sending the quadruple-sized - and still growing - Limestone Pie lurching to the floor.

“Pinkie!” growled Limestone.

“I'm sorry!” pleaded Pinkie. “But we can fix this! I'll go get Twilight, she's suuuper smart and she can solve anything!”

“Twilight,” spat Limestone, as her head started to brush the ceiling and her flanks shoved the refrigerator aside. “I've seen what Twilight does with her smarts. And her royalty and her castle and her sexy student.” She kicked out her back leg, putting a dent in the wall. Pinkie was cowering, partly out of fear and partly because Limestone’s body was occupying most of the space in the kitchen.

“The princess has nothing better to do than het her royal pussy eaten in every room of her castle,” Limestone went on. “She doesn't care that some ponies have to live out in the sticks, where there aren't any crystal castles to live in or sexy young students to take advantage of!”

“I think Starlight is a little older than Twilight!” protested Pinkie. “And you're wrong about some other stuff too, but mainly you just need to cool off-”

“CALM DOWN?” bellowed Limestone indignantly.

“Actually, I said ‘cool off,’ but yeah, same basic-”

“RRRAAARGH!” Limestone roared, slamming her head against the wall of the kitchen. At her normal size, this would have accomplished nothing more than giving herself a headache. But now her skull was as heavy and sturdy as a battering ram, and she smashed a hole in the side of the castle, filling the ruined kitchen with daylight.

The kitchen was on the outer wall of the castle, and relatively close to the ground - just above where the “trunk” of the crystal tree began to branch out. For a pony of normal size, it would have been a potentially fatal drop - and it was still pretty daunting for Limestone. But she cared far more about putting distance between herself and this stupid castle. She leapt from the hole, still growing on the way down.

Thirty feet tall, Limestone Pie hit the ground, making the castle shake. In her fury, she bucked, kicking her back legs into the crystal castle’s trunk. The structure quaked much harder now, but ultimately held steady; Limestone was a strong pony, and her strength was multiplied by her growth, but the castle’s base was dense, sturdy crystal.

Limestone didn’t stick around to try and do more damage; instead, she turned her eyes on Ponyville and charged toward the center of town, still growing taller, shaking the ground with each fall of her hoof.

“Okay, none of you can see what’s going on,” said Pinkie, addressing the shrunken ponies in her saddlebags as she stared out the hole in the kitchen wall. “But… it’s not going great.”

“Pinkie?” said Twilight, throwing open the kitchen door. She took in the scene - the wall smashed open, the kitchen wrecked, and Pinkie apparently unharmed - and rushed to her friend’s side. “Pinkie, are you okay? I heard something break, and then the castle shook-”

“I’m okay,” said Pinkie. “It’s my sister! She’d out of control!”

“What?” said Twilight. “What’s going on?” She say the panic in Pinkie’s eyes , but she couldn’t guess at its exact source. “Can you explain what the problem is?”

“My sister, Limestone Pie,” said Pinkie. “I shrunk her using Poison Joke, and that made her mad, and then I tried to give her the antidote but she took too much and it made her big and she broke through the wall! And I think she’s still angry and she’s headed for the town!”

Twilight spread her wings. “Okay,” she said. “This sounds like an emergency. I’ll go and try to talk her down or at least distract her… is there anything else I should know?”

Pinkie bit down nervously on her tongue. There was something she probably should have told Twilight: Limestone was specifically mad at the princess, for the way she’d almost crushed her whole family while fucking. It had been a long time since Pinkie and Limestone had lived together, but Pinkie knew that her sister’s fits of anger were tightly tangled knots, difficult to unravel even for those closest to her. Fear and frustration and sexual jealousy were all wound together in Limestone’s mind, and seeing Twilight might make things even worse…

But in order to explain that, she’d have to describe the whole situation to Twilight. Not just the shrinking, but the way her family had seen - and almost been squashed by - Twilight and Glimmer’s lovemaking. And Pinkie Pie couldn’t find the words, couldn’t even imagine how to begin. And on top of that, Twilight was still a pretty shy pony when it came to sex. Telling her something like that might make things even harder for her.

At least, that’s what Pinkie told herself as she stood there, silent, while Twilight waited for her to speak. It felt like it went on forever, but it was only a few silent seconds before Starlight Glimmer came in through the open door.

“Twilight!” she said, “I looked in every room on my side of the hall, but I couldn’t find the… source of… oh.” She stared at the hole in the wall, and her mouth caught up with her eyes. “What happened?”

“I need to fly into town,” said Twilight to her student. “Pinkie, fill her in, and the two of you can try and work out a solution.” She teleported into the empty air outside the hole in the wall, caught the wind, and set off towards Ponyville proper.

The Friendship Castle was on the edge of Ponyville, in an area dotted by small collections of houses. The deep, heavy hoofprints in the nearby ground made it clear that Limestone was headed towards the center of town, and she followed them.

Tracking wasn’t one of Twilight’s areas of expertise, but she could tell that the prints were close together. Limestone had been walking rather than running. Maybe stomping, deliberately bringing her hooves down harder than she needed to. And there was something else - the hoofprints were growing bigger. Each new print was subtly bigger than the last, although it seemed that the growth was beginning to taper off somewhat -

Twilight was quite enjoying the process of tracking Limestone Pie by her hoofprints, collecting data and piecing it together to form conclusions. But like many intellectual ponies, Twilight had a habit of hyperfocusing on one aspect of a project while ignoring aspects that might be more immediate or more practical. It should have occurred to her that - while keeping an eye on her hoofprints was a good idea - pointing her eyes forward would be a better strategy for finding a giant pony.

So Twilight, her head still pointed down at the giant pony’s trail, flew directly into Limestone Pie’s buttcrack. Fortunately the princess hadn’t been flying at top speed; her momentum was just enough to get her front half wedged between Limestone’s giant, slate-gray buttcheeks.

Twilight flailed in confusion, and so did Limestone - although Limestone’s flailing lasted a great deal longer and did a lot more damage. She spun in a circle, kicking her back legs in the air, trying to buck whatever had just goosed her. She was in the center of Ponyville now, nearly surrounded by buildings, but fortunately she was now so tall that her kicks went over the rooftops of most structures.

But a few of the taller buildings lost their rooftops as Limestone’s hooves smashed them in. Twilight could hear the crunches and the screams of panic, and she shoved her forehooves into the wobbly flesh of Limestone’s butt, pulling herself free from her crack.

Limestone felt Twilight escape her butt, and she whipped her head around to see what had disturbed her. The giant pony’s face twisted up in incredulous anger.

“You?!”

“Uh… yes?” said Twilight. “I’m princess Twilight Sparkle, and I’m responsible for keeping this town safe. I’d like to get you back to normal size, but first we should get you outside of town. Just follow me-”

“Did you just stick yourself in my butt?” accused Limestone.

“Well, that’s a funny story,” said Twilight, rubbing her forehooves together nervously as she flapped her wings, keeping herself level with Limestone Pie’s face. “You see, tracking ponies by their hoofprints isn’t one of my areas of expertise, but-”

“So this… debauchery is just how you live you life?” Limestone shouted, her voice shaking the buildings around her. “A princess introduces herself by proposing the most depraved sexual act she can think of? And I’m supposed to let you do whatever you want just because I’m a commoner?”

“W-what?!” sputtered Twilight. “No! It was an accident! And… I would never assume I had the right to, to-”

“Don’t try and play innocent!” yelled Limestone. “I saw you! Rolling over Equestria with your marefriend Starlight Glisten! Smashing farmhouses and castles with your flanks and hooves and your p-” she faltered, sexual repression briefly winning out against her anger. “Your penis!”

“Shhhh!” hissed Twilight. She looked around at Ponyville, trying to see if anypony had heard what Limestone had said. It wasn’t clear if anypony had; the ponies she could see were cautiously retreating from the center of town. Limestone’s approach, it seemed, hadn’t caused a full-scale panic, but now that she was visibly angry, ponies were starting to decide they’d be safer somewhere else.

“Don’t you shush me!” said Limestone. “If you wanted to keep your sexual antics secret, you wouldn’t have f… fucked your student where I could see… and almost stomped on me while she was li- licking your pussy!”

Twilight was starting to piece together what had happened. Pinkie had told her that Limestone Pie had been shrunken before she was enlarged, and based on what Limestone was saying, she must have been on the map. She must have seen everything.

“Limestone, whatever happened, I’m sorry-”

“Well now I’m the big one!” said Limestone. “So maybe I’ll do whatever I want with your little town! Maybe it’ll make me horny if I step on a little pony…” She turned her body around and took a step towards city hall, where a pink earth pony with a green mane had just emerged. Twilight recognized her as Daisy - no doubt she’d been hiding inside city hall and had just decided to make her escape. But she’d chosen the wrong moment, and now Limestone Pie’s front left hoof was hovering over her, shrouding her in its shadow. Daisy froze, trembling, too fearful to move.

“Limestone!” yelled Twilight, “I know you don’t want to do this. Just step away from Daisy, please.”

Twilight believed that she was right. Limestone was angry, but it took more than just anger to cross the line she was talking about. On the other hoof, she was irrational, and she’d just gone through a magical transformation - two magical transformations - and for ponies who weren’t accustomed to it, that could lead to a delicate psychological state. If the expression on Limestone’s face had softened even slightly, Twilight might have been ready to breathe a sigh of relief. But it didn’t change - her scowl stayed fixed on her face, and her eyes were locked on Twilight.

Twilight couldn’t risk it. She quickly charged a spell and fired it at the base of Limestone’s leg, just above where her hoof was poised to step on Daisy.

Most ponies who knew Twilight would have told you that she knew just about every spell in the world by heart. This was far from the truth. The truth was, Twilight knew a wide range of very useful spells by heart and was very good at quickly and efficiently researching spells that she was unfamiliar with. If she’d had time to hit the library, even fifteen minutes, she likely could have found and memorized a spell that was ideal for pacifying a fifty-foot-tall pony without causing any lasting harm.

But she hadn’t had that time, and the spell she did use was less than ideal. She projected a sort of bubble, soft but very heavy, like a beanbag filled with liquid mercury. It hit Limestone’s leg, forcing her to bend at the knee and stumble backward. The shadow of her hoof lifted away from Daisy, and Twilight swooped down, scooping Daisy up in her arms and carrying her to the edge of the town center.

Twilight turned her head backwards as she flew, and to her horror she saw Limestone, stumbling, crash into city hall. Her flanks smashed the top floor, and it collapsed into the floor below. If Limestone had toppled over, her body would have crushed the whole building flat - but she regained her balance and stumbled away, bringing her hoof down on a fountain in the process.

“Daisy,” said Twilight, “Just run, I’ll distract her.” Daisy nodded, and bolted.

“Oh, that was fun,” said Limestone, her furious glare curling into a smile. “You were so scared, little princess. You really thought I was going to do it.” She bend her back legs, rolling her hips. “Look at me, Twilight. Look at my big wet pussy.”

Twilight looked up at the fifty-foot pony. Her underside was easy to see, especially when she angled her lower body towards Twilight. Her marehood was indeed wet, glistening with arousal, and as Twilight stared up at it she saw one big droplet fall from her lips and splatter on the grass.

“I get it now,” said Limestone. “It’s a huge turn-on, being this powerful. I can do anything I want. With my hooves, my flanks, or… my huge, sopping cunt.” She took a step towards Twilight, stomping her hoof down hard and shaking the earth beneath her. “Fair’s fair, princess. You soaked me with your pussy juice… you splashed my fur and filled my mouth… how’d you like a taste of me?”

Limestone leapt forward, aiming her falling forehooves at Twilight. Twilight was more than ready, teleporting herself several feet to her left - but Limestone reacted with surprising speed, lifting one hoof and sending it towards Twilight against. This time Twilight spread her wings and lifted off, circling Limestone as she rose into the air.

“Flying again?” said Limestone. “Well, if you won’t stay down there where I can play with you, I’ll just have to find something else to have fun with…” She swiveled her neck, scanning her surroundings, and seemed to take particular interest in a restaurant with an arched wooden roof.

Limestone Pie turned to face Twilight and backed herself up, spreading her legs so that she straddled the restaurant. Her wet cunt darkened the wooden roof as juices dripped from her lips, and she lowered her body, pressing her marehood against the arch in the roof’s center.

Keeping her eyes focused on Twilight, she rocked her hips back and forth, pleasuring herself against the ridged wooden rooftop. “Oh, this little building the perfect size to rub my insatiable cunt on,” moaned Limestone. “I just want to rub myself on everything. I just want to smash everything and squirt my pussy juice all over Equestria as I cum over and over... Just like a debauched princess…”

Twilight frowned. Ponyville’s safety was the larger concern here, obviously, but it was still hard to absorb all the highly personal insults that Limestone was hurling at her. But letting herself get irrationally mad wasn’t going to help matters; what Twilight needed was a plan.

“Get up on this roof, princess,” moaned Limestone, grinding herself harder into the building. “Get under my giant pussy and get soaking wet. Maybe I’ll calm down if you let me rub my big cunt all over you and squirt my juices in your thirsty little mouth.”

Twilight was doing her best to keep her head clear, and it didn’t help that she was actually getting turned on. If the giant mare propositioning her weren’t irrationally angry, she would be sorely tempted to take her up on the offer. She made a mental note to try some size-changing stuff with Starlight sometime; her student was kinky enough that she’d probably enjoy having a tiny Twilight Sparkle bathing in her pussy.

But for now, Twilight’s plan was to draw Limestone away from the town. As long as the giant mare was in the town, she was going to keep breaking stuff. Leading her away would minimize the damage while Pinkie and Starlight worked out a plan.

Twilight came in for a landing about thirty yards in front of Limestone Pie’s face. “I’m not letting you destroy Ponyville!” said Twilight. “If it’s me you’re mad at, then come and stomp me if you can!”

“I’m not sure I want to stomp you anymore,” said Limestone. “I think maybe I want to smother you with my cunt. But if you insist…” She lifted her body from the rooftop, took a couple steps to get herself clear of the building she’d been straddling, and charged at Twilight.

Twilight was off and running, weaving through buildings, guiding Limestone through a route that - by her reckoning - would minimize collateral damage. The whole town shook as Limestone gave chase, smashing her flanks into buildings as she rounded corners, crushing benches and fences underhoof. Limestone was fast, faster than Twilight had anticipated, and she heard the thunder of giant hooves closing in behind her. She readied a teleport and perked up her ears, ready to wait until the last second before making the jump…

But then the hooves stopped. Twilight, still ready to teleport, turned her head to see why Limestone had stopped… only to see Limestone Pie gazing lasciviously at Carousel Boutique.

Twilight cursed internally. Her “minimal collateral damage” route had been well-thought-out… but it took them right by Rarity’s home and place of business. And it looked like the eye-catching structure had captured Limestone’s Pie’s very dangerous attentions.

“I recognize this place,” said Limestone. “Pinkie showed us pictures of Ponyville once, and I’m pretty sure this is where Rarity lives.”

“Hey!” yelled Twilight, stamping her hoof. “I’m the one you’re chasing, remember?”

“You’re old news, princess,” said Limestone. “All that matters now is what me and my big wet pussy want.” She turned around and back herself up into Carousel Boutique, pressing the wet lips of her giant marehood against the rounded spire at the top of the structure. She stroked herself against it, dripping juices along the walls and windows, filling the air with her lusty moans.

Twilight heaved a long sigh, then sprinted for the front door of the Boutique. It was likely that Rarity was still at home - the boutique would normally be open at this hour. If she was in there, then she needed Twilight’s help.

Twilight threw open the door to the Boutique’s ground floor. The show floor was empty - lined with mannequins and dresses like usual, but no Rarity. Twilight raced up the stairs and hammered on the door of Rarity’s bedroom.

“I’m quite busy!” called Rarity through the door.

Twilight sighed. “It’s Twilight! And more importantly, have you not noticed the giant mare pleasuring herself against your windows?”

“Oh, I have,” said Rarity. “If it’s not one thing, it’s another, isn’t it, darling? You have a lot on your shoulders too, Twilight, I’m sure you understand how important it is to tune out distractions…”

The entire boutique shook. Something, somewhere, audible crumbled as Limestone’s lustful moans reverberated through the building. “Rarity!” said Twilight, “I need a moment of your time. It is absolutely urgent, a friendship emergency for sure, so please open the door.”

Twilight was pleasantly surprised when Rarity opened the door, and entirely unsurprised to see the state she was in. Red-eyed, hair an absolute mess - this was Rarity on a deadline. The prim unicorn’s pride in her work tended to take precedence over her own health, leading her to forego sleep or - as was now the case - ignore a giant mare threatening to crush her boutique with acts of immense self-pleasure.

“What’s the trouble, Twilight? I do hope this will only take a moment…”

“Then I have bad news,” said Twilight. “I was outright lying when I said it would only take a moment. Your life is in danger and you need to leave.”

“Certainly, dear,” said Rarity sleepily, her eyes failing to focus on Twilight’s face. “Just give me a couple hours to finish up today’s order, and then I’ll evacuate promptly.”

Twilight grumbled, and her horn shot the tiniest bolt of purple magic into the tip of Rarity’s horn, making the unicorn shudder and stumble back. “Fuck me, that hurt!” shouted Rarity, blinking her eyes into focus. “What the fuckinghay, Twilight?”

“Are you awake now, Rarity? Really awake?”

“I should say so!”

“Awake enough to realize that escaping a collapsing building is more important than finishing up a dress?”

“Debateable,” said Rarity, frowning. “But I can see you’re in no mood to argue. Let us be on our way.”

“You go,” said Twilight. “I have to deal with the giant mare. I’ll try to keep her from completely destroying the boutique.”

Rarity started towards the stairs. “Er, thank you, Twilight. If I can help in any way…”

“I’m trying to get her to focus on me,” said Twilight. “The fewer distractions from that, the better.”

“I see,” said Rarity, looking ashamed to have been a burden. “Well, best of luck…”

Twilight stepped through the door to Rarity’s bedroom. Through the window opposite the entrance, she could see the giant pink pussy lips of Limestone Pie, rubbing against the glass, smearing their musky fluid over the outer walls. The room already smelled like Limestone’s massive marehood; even through closed windows the scent was seeping through.

Twilight walked over to a window set into another wall, one not covered by Limestone’s enormous cunt. She opened it silently and crept out onto the roof, readying another painful shock - this time with Limestone’s pussy as her intended target.

But she never got a chance to fire. “There you are!” boomed Limestone Pie, and then her pussy slammed into Twilight, pinning her against the outer wall of Carousel Boutique. The giant wet lips rubbed against her, soaking her in musky fluid, sandwiching her entire body against the wall.

“I finally have you, princess,” taunted Limestone. “Here in my pussy, drowning in my juices, struggling against my huge wet cunt. Oh, I’m so close, I can’t wait any longer… I have to cum…”
‘
The giant mare lifted herself up, stretching her pussy over the top of Carousel Boutique - and then she brought herself down, inserting the rounded top of the building into herself. Twilight struggled, but she couldn’t escape - Limestone’s giant marehood was stretched tight around the rooftop, and it imprisoned Twilight even more tightly than before.

“Oh, it’s so big,” moaned Limestone, moving her hips up and down in short, quick strokes. “I’m so big… I can do whatever I want now, not even princess Twilight Sparkle can stop me from fucking all these cute little buildings till they break…”

Twilight could barely breathe, and every breath she took just filled her lungs with the scent of pussy. Twilight had never in her life been simultaneously in so much danger and so helplessly aroused; she could feel her own pussy dripping, adding tiny drops to the oceans of fluid that were pouring over her. All around her, Limestone’s pussy was throbbing, convulsing with tremendous strength, growing closer and closer to orgasm -

And when she came, her pussy clenched hard enough to crush the upper floor of Carousel Boutique, utterly destroying it. The upside was that, with the walls collapsed inward, Twilight was no longer pinned against anything. She was still inside Limestone Pie’s pussy, being rhythmically squeezed by the muscles of her cunt, but she had the strength to pull herself free. Flailing her wings and her hooves, she pushed past Limestone’s lips and let herself freefall onto the first floor of the Boutique.

Ruefully, Twilight stared up at Limestone. This wasn’t working. Seeing Twilight just fueled Limestone’s anger. She left through the front door and set off flying for the Friendship Castle. Whatever Pinkie and Starlight had come up with, it had to be better than this.

“Sorry, Twilight,” said Starlight Glimmer. She was trying not to breathe in too deeply; Twilight smelled like she had literally been neck-deep in pussy, and the scent was wafting richly through the castle’s library.

“Really? Nothing?” said Twilight, and Starlight shook her head. “Not to bring up a sore subject, but… I’d settle for some questionably moral mind-altering magic at this point.”

“I thought of that,” said Starlight. “But those spells work directly with brain chemistry, and it would be difficult to calibrate that for her size, especially since her growth was recent... I wouldn’t be able to guarantee her safety.”

Twilight sighed. “Well, it sounds like you’re going about this the right way,” said Twilight. “And you’re closer to a solution than I am. But the longer we wait, the more damage she can do. If only we had a bigger research team, we could work faster…”

“Ooh!” said Pinkie. “I can get us a bigger team!”

“What do you mean, Pinkie?” asked Starlight.

Pinkie opened up her saddlebags and laid them on a nearby table. One by one, the rest of the Pie family emerged, blinking their eyes at the light.

“Sorry, everypony!” said Pinkie, leaning over the table. “So much was happening, I sort of forgot about you…”

“I accept thy apology,” said Igneous, “But thy neglect is beginning to become a pressing concern.”

“It was dark in there…” whispered Marble.

“You shrunk your whole family?” said Starlight. “You never mentioned that.” She leaned her head down and spoke to the shrunken ponies in a low voice. “Hello, Pie family. I’m Starlight Glimmer, and… well, you all know Limestone better than anyone. Do you know how we can calm her down?”

“Limestone’s temper is well known to us,” said Cloudy Quartz. “We never had magic to calm her with, only the bonds of family. But there is little we can do if our words will not reach her ears - and her ears are far too large now.”

“I think we can get around that problem,” said Twilight. “Pinkie, could you get me a glass of water?”

Cloudy Quartz threw back her head, and her unbound hair fell about her neck. The pins that usually held back her hair had fallen off in Pinkie’s saddlebags, and there had been no time to search for them. Having her hair free felt a little immodest - a little too modern - but it was also pleasant. Freeing.

It was also nice to be in the open air again. It was a gorgeous sunny day, and she was getting all the sun she could want. She stood above the treetops, above the rooftops, where nothing could cast a shadow on her. Being fifty feet tall - especially after spending so much time being small - was actually quite pleasant.

Cloudy Quartz felt something splinter beneath her hoof, and she lifted her leg to see what she’d stepped on. “Goodness,” she said, regarding the fruit stand she’d just trod on, “That was somepony’s livelihood, and I’ve stomped it flat quite by accident.” She raised her voice. “My apologies, everypony,” she said, “‘Twas not my intent to be rough with thy town.”

From behind a row of rooftops, Limestone’s head shot up. “Mom?!” she exclaimed, looking mortified. “What are you doing here?”

“I can tell when I am needed, daughter,” said Cloudy Quartz. “And your hot blood has gotten you in trouble once again.”

“Don’t tell me I don’t have a right to be angry, Mom! You were there! The princess didn’t care that she nearly crushed us. She only cared about her p-” she stopped herself, blushing. “Her… carnal desires…”

“Do not concern yourself with her, daughter,” said Cloudy Quartz, slowly stepping closer to Limestone. “I want what is best for thee. And this rampage accomplishes nothing.”

Limestone sighed, letting her head droop. “I know…”

Cloudy Quartz nuzzled her daughter softly, stroking her fur with a gentle forehoof. “Thou art wiser than this, Limestone Pie. Return with me to the castle, rejoin thy family, and make peace.”

Limestone felt her breaths slow. Her heart was no longer pounding in her chest, and - most importantly - her marehood was no longer throbbing with furious lust. “Okay,” she said. “Thanks, mom.”

Several blocks away, Pinkie, Twilight, and Starlight stood watching. “It worked!” yelled Pinkie Pie, leaping into the air excitedly.

“And only a dozen or so buildings were completely destroyed in the process,” said Starlight.

“Hehe, yeah,” said Pinkie sheepishly. “I guess that’s a little bit my fault.”

“Well, the important thing is that you admit it,” said Twilight.

“Well, sure-”

“And that you have some kind of plan to pay for the damages.”

"Uh-"

Author's Note

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