Cup Cake and the Pregnancy Suit

Chapters

Part 1
Part 2
Part 3
Epilogue

Part 1

By Klamnei

“Holy biscuits, Cuppy,”Carrot Cake whispered. “Y-You… I mean, th-that costume…”

Cup Cake did a slow twirl to show off her completed outfit. She was wearing a low-cut, form-fitting black dress that hugged every centimeter of her generous curves. The long hem and sleeves had fine lace hanging off them like spiderwebs, she had on several large rings with fine rubies on them, and her fingernails were the color of blood. Her generous cleavage was on full display for all to see, and she’d tied back her mane so she could don a shoulder-length wig, black as midnight and straight as can be.

“I’m glad you approve.” Cup sauntered closer to Carrot, the dim light of their bedroom making her look all the more mysterious. She was wearing black eyeliner, she’d colored her eyebrows black, she’d powdered her face to look paler, and had completed it all with the reddest lipstick you’d ever seen. She’d even dyed and straightened her tail to match. “How about the pregnancy suit? Does it look real?”

Carrot’s eyes dared to travel down to Cup’s protruding middle. Big, round, and beautiful as he remembered, it was one of those full body ones that not only had the belly, but also padding in the hips, rear, and bust. It was even enchanted to match her skin color!

“You...” He gulped. “L-Look just like you did with the twins...”

They’d just finished getting everything ready for the couples party. The guests hadn’t arrived yet, but the first ones should be arriving in about a half hour. The lights from the festivities outside were already lit as foals and adults alike began their hunt for tricks and treats.

Cup’s eyes roved all over Carrot in turn. He was in a pinstripe suit and black bowtie, his mane smoothed and slicked back. He’d grown a thin moustache and had dyed all his hair black—including his tail—topping it all off with a faint bit of eyeliner himself. In his breast pocket was a packet of chocolate cigars, but he was saving those for when he was with the guests.

“You look rather nice, yourself.” Her gaze travelled lower, spotting a rapidly growing bulge. “My, my... I really do look pregnant, don’t I?”

Carrot clenched his fists. The suit accentuated all of Cup’s best qualities while leaving little to the imagination—a marvelous masterpiece of maternity. “I can’t believe you found a twins version. You told me you were having trouble tracking one down!”

Cup rested a hand atop the stomach padding. Firm with a bit of give, it was almost scary how real it felt. “I convinced the store owner in Canterlot to special order one from someone he knew in the Hollow Shades. One thing he did warn me about, though—this suit is, e-erm… well...”

Carrot noticed Cup was starting to blush. “It’s what?”

Cup bit her lip. “I-It’s meant for having fun in the bedroom. It’s got spells on it to make it seem more real, but it also has a few… erm, openings. Or something like that, at least. I was in a hurry when he was trying to explain things…”

Speaking of not listening, Carrot’s gaze was getting more and more intense. His pulse was rising, his lips were dry, and he was drawing closer to her little by little, now only a hand’s breadth between them.

Cup smirked. She did nothing to stop his advance, her own pulse racing, as well. She pressed her fake baby bump against Carrot’s stomach, relishing the way he bit back a groan. His hands snuck back to grope her juicy rear, his eyes widening upon feeling the suit.

“Luna almighty...” Carrot’s fingers sank into the thick material. “It’s so warm…”

Cup looped her hands around his back. “Maybe a taste of things to come, hmm? What do you think? Is it time our family of four became a family of—”

Carrot cut her off with a hungry kiss. His lips enveloped hers to taste sweet cherries, pulling her closer with sudden strength. She moaned into his mouth and leaned in, returning the kiss while their hands moved all over each other’s bodies. They fondled each other while making out like hormone-addled teenagers, the old flame sparking to life like so many times before, an electric rush racing through them.

They moved onto the bed together, not breaking their kiss while grinding more and more. Cup felt Carrot lift up the bottom of her dress, pulling the stretchy fabric bit by bit past her legs. She loosened his belt and pants, shucking them off with his boxers to let his stallionhood spring free. Immediately she caught wind of his dry, earthy scent, and it was like lightning on a dry plain. She growled and took charge of their kiss, holding his head in her hands and sucking each of his lips in turn.

Carrot found himself pushed down onto the bed. Cup loomed over him a moment with a wolfish grin before swinging her leg over him to straddle his waist, her dress still pulled up over her hips. The pregnancy suit did indeed have a pair of openings where it mattered, and Cup wasted little time in lining up the first opening with Carrot’s twitching pride. She gripped his base in her hand and eased lower, eventually feeling his tip pressing in, little by little, more and more...

Until Carrot gripped her wide hips and thrust. He didn’t make a sound, but his flushed face spoke volumes. The months of being too tired or busy all paying off now in spades, and he pushed into Cup’s velvety depths with only the softest of grunts, the increased weight of the suit making it seem all the more real. Their eyes were glued to each other the whole time, every wave of sensation just making them want more.Neither could get enough of the other, goading each other to go harder, DEEPER...

If Cup didn’t know better, she’d swear Carrot was bigger. She was already moaning long and loud, an ache welling deep inside like a hunger. She was soon riding Carrot like a seasoned cowmare, her thoughts honing in on where they were joined, Carrot’s cock sinking deeper with every twitch and spasm. She squeezed him with her powerful core, her silky muscles rippling around his thickness, and soon his silence was shattered as he joined her moans.

It was hard to tell who was more eager. They held nothing back as they raced each other to the finish, the hot, sticky sounds of sex filling the air. Carrot fully hilted inside Cup, now fallen into a lusty rhythm, thrusting in time with every rise and fall of her hips. He pounded her again and again with all his might, and she claimed him with wild abandon, her thick thighs and padded rear bouncing atop his lap over and over, the hungering ache overshadowed by a fullness. The pregnancy suit was starting to stick to Cup’s sweaty body, the round shape swaying and distorting with her movements, but she hardly noticed so close to the finish.

“CUPPY!” Carrot managed. “I-I’m—”

“YES!” Cup dropped her full weight and squeezed. “YESSSSS!”

Carrot arched his back so hard he lifted them. His seed rocketed up to flood her depths, his balls tightening and swelling to pump her full over and over. Cup felt it as a thick, wet heat that was like a water balloon bursting inside her, her whole body stiffening as she went soaring into the clouds. Again and again Carrot came inside her, and she greedily took it all, squeezing so tight that not a single drop escaped her.

Carrot didn’t know how long his peak dragged on. Ten seconds, twenty… it might’ve even been longer. Every time he thought he was about to come down, a fresh spikewould come charging in and renew that need for release. More and more he filled her, yet his wife seemed insatiable, her sexy sounds a serenade of approval.

Until finally, they came down together. They clasped each other’s hands and locked fingers, a glowing, goofy smile on their faces.

“I love you,” Carrot whispered.

Cup squeezed his hands. “Love you, too.”

They sat there together in silence a few moments, revelling in the high and the warmth of each other’s bodies.

“Been a while,” Carrot said.

Cup nodded. “Too long.”

Carrot’s eyes flicked down to where they were joined. “You’re sure, then?”

Cup’s smile turned playful. “Second thoughts already?”

Carrot rolled his eyes. “I wanted this months ago, if you’ll recall. A certain worrywart wanted to make sure the new store was in the black—”

—I know.” Cup guided his hands to the fake bump. “But money’s not a problem anymore. Our dream is really happening!”

Carrot looked up at the ceiling. “The Sugarcube Corner franchise...”

Cup wiggled her hips. “Our future’s brighter than it’s ever been. We have enough money to put as many buns in my oven as we want!”

Carrot waggled his eyebrows. “Even a baker’s dozen?”

Oh, how Cup moaned at that one. All those smiling faces and sounds of laughter… She could already see it in her mind’s eye, her gaze turning to the family pictures on the wall—

As well as the time on the clock.

“We need to clean up, honeybun.” Cup eased herself off of Carrot’s length, mindful to keep every bit of his gift inside. “Ponies are going to be here soon, so... come on, where’s that—ah, there we go! Just need to put this in there like that, and—mmph, oh yes...”

Carrot watched Cup fish in her nightstand before pulling out an item he’d never seen. It was a large dildo-shaped plug, black in color, rubbery and heavy-looking. She wasted no time putting it in her marehood to seal in his essence, and when it was fully inserted, there was a small flash as it combined with the suit.

“Where’d you get that?” he asked.

Cup stood up and took a few steps. Not only was the plug amazingly snug, you couldn’t even tell there’d been an opening in the suit at all. “It was one of the—ohthat’sgood—accessories with the suit. Was pretty much the only thing I—nnngh—listened to the owner explain—oooh…”

Those little grunts and squeaks were replenishing Carrot’s second wind. Her sexy sashaying form the best kind of eye candy, her bountiful curves sultry and smooth. “R-Right, well… I’ll leave you to fix your makeup. Come on down when you’re ready—”

“Sweetie,” Cup said. “You might want to feel around your mouth.”

Carrot blinked. He did as she said, then pulled back his fingers to find them coated in scarlet lipstick.

“Whoops!” he said, chuckling. “Although, it’s kinda tempting to leave it. Show off how frisky we can get.”

Cup smoothed out her dress and gestured to the bathroom with a come-hither look. “I think most already know, stud muffin. C’mon, let’s get ready to party.”

Part 2

Nightmare Night was Cup’s favorite holiday of the year. The spookiness, the treats, the ambience, the coming of Fall, the dressing up, the traditions, she loved all of it and more! She’d been enamored with the festival ever since she got her first taste of spooky sweets as a filly, and ever since then, she’d made it a priority to celebrate the holiday in style… except for last year, due to the twins being born.

This year, Cup and Carrot were pulling out all the stops. Sugarcube Corner was decorated in all things ghoulish and grim, cobwebs and pumpkins and creepy ornaments everywhere with dimmed lighting and long shadows playing about. Tables were set with lit skull-themed candelabras, and three long tables end-to-end by the windows laden with all sorts of yummy pastries and treats. Chilling tunes played from the speakers as costumed ponies arrived to the party in twos, and each of them looked about the transformed store with gasps and smiles.

Carrot and Cup sauntered through Sugarcube Corner arm in arm, their gothic costumes drawing the eye of everyone they passed. The other costumes were certainly both impressive and diverse, but none of them had the detail Cup’s and Carrot’s did.

“No, no,” said Cup to a pair of new arrivals. “It’s not like I magically became ten months pregnant with another set of twins overnight! This is just a suit I ordered.”

Bon-Bon scrunched up her face. “B-But... it looks so real! I seriously thought… erm, well. I just wasn’t sure because we don’t run into each other as much as we used to...”

Lyra snickered. “You’re not THAT clueless, Bonnie.”

It was a talking point with everyone they met. The other details of Carrot’s and Cup’s costumes were stunning, but upon setting eyes on Cup’s enhanced maternal curves and belly, everyone couldn’t help but question their memory. The gravid, expecting look complimented Cup far beyond the norm in such a curve-hugging dress, her kind eyes and soft smile calming your nerves, her big baby bump giving off a gentle heat.

“The twins came last year before I could wear it,” Cup explained to the latest inquirer. “I wanted to use it this year instead, but it’s a custom maternity dress, so the only way it’ll fit properly…”

Cranky Doodle nodded. “And it’d be hard to get pregnant at the right time so you’d be able to wear it, even if you tried. Don’t worry, it’s not the most unusual getup I’ve seen; you should’ve seen Steven Magnet one year—”

“What fabulous costumes you both have!” said Matilda, who’d just come back from getting punch. “I’ve never seen such a good Horseticia and Coltez Addams! And congratulations to both of you on the new baby! I didn’t even know you were expecting!”

Cranky Doodle facepalmed.

It was getting harder and harder for Cup to keep a straight face. Everypony really did think the suit was the real thing—there wasn’t a single pony they talked to who suspected otherwise. Not even close friends who came up and touched it could tell!

“So... you’re not pregnant?” said Cookie Crumble. “Wow, what a humdinger of a trick! I think Pinkie Pie might be rubbing off on you, Cup.”

Cup just laughed. “Even I can’t believe how real it seems.”

It was a strange thing. The suit was certainly heavy—probably a good forty pounds or so—but whether it was her earth pony stamina or some enchantment, Cup hadn’t really noticed. She felt bigger and wider, certainly, but the slower movements were familiar, her muscles still remembering how to move with the baby weight.

“But that does beg the question,” Cookie continued on. “Are you and Carrot thinking of having more kids? You don’t want to be like me and Hondo with a huge gap between them.”

Hondo grunted.

Carrot and Cup exchanged a look, a silent exchange passing between them.

“...We want more, yes,” Cup said at last. She then beckoned Cookie closer, leaning in and spoking in a low voice. “Preferably sooner than later.”

Cookie smiled huge. “Oh, my goodness… You’re already trying?”

Cup winked. The special plug felt heavenly inside her, massaging her inner walls every time she moved her hips. She felt so warm, so full, a low, constant buzz that was like a warmth spreading out to the rest of her...

“Two was never going to be the stopping point for us,” Carrot said. “It was pretty crazy there for a while learning how to manage the twins, but things have more or less settled down now, so...”

Although, maybe the warmth spreading wasn’t totally a good thing. Cup had been doing pretty well at concealing her pleasure, but the buzzing was now building inside her deepest reaches like a glowing coal, radiating with enough strength to make her shudder. She became reminded of how nice the inner padding of the pregnancy suit was, so soft and smooth, tightly pressed against her skin...

Cookie clapped her hands. “I’d always hoped you’d go for more! I know you’ll be shopping for another crib before you know it! Let’s hope you don’t get twins again, eh? Wouldn’t want to wind up with more than you can handle.”

Cup hesitated. Twins… again?

Carrot spoke up. “We’ll make it work. We learned pretty quick that we can’t do everything ourselves, but there’s a trick to managing everything. We could handle another set of twins.”

Cup remembered herself. “R-Right! We, uh… talked about maybe needing a nanny for a while before Pinkie stepped in, so maybe we’d do that! Heh, can you just imagine? Two sets of twins in a row! What fun!”

Hondo chuckled. “Personally, I’m not sure if that’d be a blessing or—”

Cookie smacked his shoulder. “In any case, I doubt you’ll need to worry. The odds of that have to be crazy, right? Beyond crazy!”

Cup’s eyes trailed down to her fake belly. Memories of what it’d been like while pregnant with Pumpkin and Pound flooded back, feeling them shift and wiggle and kick inside her. She could still remember the day they’d learned they were having twins, her heart soaring upon seeing those two little blurry shapes on the ultrasound.

“I know this sounds strange, but… I honestly wouldn’t mind,” Cup said. “Pound and Pumpkin are a handful at times, but having twins is also twice the reward. Not even the labor was that bad, so... I’d honestly love to have another set.”

gurrrrrgle

No one heard the noise Cup’s gut made over the party. The inner padding had been feeling like it was massaging her flat belly for a few minutes now, but now she was aware of how her stomach moved in time with her breaths. She withheld a moan as a sudden rise of heat bloomed within her, and for an instant the padding pressed tighter... before fading away again.

“Then I guess you’ll have to see, won’t you?” Cookie said with a smile. “Who knows? Maybe you can talk to a doctor about helping to increase your odds. Magic can do more and more these days.”

Carrot put a hand to his chin. “I hadn’t thought of that.”

Just then, Hondo leaned in and whispered something to his wife.

“Oh!” Cookie craned her head to see over the crowd. “Good, they’re here. We need to go talk to someone, but you two let us know how things are going, alright? We wanna be the first ones to hear the news!”

Cup only just barely heard amidst the fluttering of sensations. “O-Of course, Cookie. Mmhhh… you always are.”

Cookie and Hondo walked off to leave Cup and Carrot by the display cases. They had a moment as the guests mingled and conversed among themselves, everyone smiling and laughing and eating and admiring the decor.

“We didn’t keep it to ourselves very long.” Carrot put an arm around Cup. “Maybe we should ask them to be the godparents.”

Cup was getting more and more flustered by the second. The massaging was still happening, her core an epicenter of pleasure. Another rise of heat swelled up inside her, and again the padding felt tight against her middle... before fading. “W-We should! I bet they’d… s-say—ohhhh yes...”

Carrot snickered. “I doubt they’ll say it like that.” He kissed her cheek, then snuck his hand down to cop a generous feel of her ass. “Mmm, my poor Cuppy, all worked up but still trying to keep it together? Don’t worry, I’ll make you pregnant again soon...”

It took everything Cup had not to tackle him right then and there. She wanted to have him in front of this whole crowd, revelling in everyone’s shocked and jealous looks as they conceived their next child. She wanted to hear his joyous yells as he came again and again inside her, their lusty eyes locked and burning—

“There’s Filthy Rich.” Carrot adjusted his tie and smoothed back his mane. “I’m gonna go talk to him about store eight, okay? He had some questions about the new ovens we ordered.”

Now that snapped her out of it. Reluctantly Cup let him leave her, their hands slipping away as he walked off.

“Be sure to point out our profit margins!” she called after him.

She wasn’t sure if he heard, but either way, that didn’t stop her from staring at Carrot’s ass and fantasizing about the treasure on the other side. They were both plenty fertile already, but perhaps seeing a doctor about increasing their chances wouldn’t be a bad idea if they really wanted twins again.

Invariably, Cup’s thoughts turned inward. Being randy was making her feel and experience strange things—she knew she should probably take out the plug, but there was something enticing about trying to maintain composure. Maybe she’d try other things in the future to see what she and Carrot could get away with without ponies knowing, sneaking little moments of alone time amidst their busy day, going at it in the storage closet like they used to when they were dating...

Although it might be hard to fit in a closet with another baby or two on the way…

Another fresh wave of heat flared. This time it billowed outward farther, affecting not just Cup’s gut, but her hips and bust. She leaned back against the display case as the toasty feeling made her feel short of breath, the inner padding in the affected areas feeling tight… then normal again. She imagined herself nestled in Carrot’s arms, his hot breath on her neck as he knocked her up again and again—

“Cup Cake!” said a bubbly voice. “Wow, nice costume! You look great!”

Cup snapped to. Standing in front of her were two familiar ponies, a gray pegasus mare, and a brown earth pony stallion. They both were smiling, but their eyes occasionally flicked to her bulbous middle.

Cup cleared her throat. “Derpy! And Time Turner, hello! My, I haven’t run into you two in a while. Glad you could—unf—come to the party!”

Derpy gave Cup a hug. As she did, though, Cup noted the way her friend felt the suit. It wasn’t very surprising then when after they broke, Derpy whirled on Time Turner with her hands on her hips.

“‘Not too far off’, my plot! How much did you miss it by this time?!”

Time Turner held up his hands. “I’m telling you, we’re only a few minutes late! Honest!”

But Derpy kept glaring, her lazy eye wandering.

Time Turner glanced back at Cup. “A-At least, I’m pretty sure…”

Cup wasn’t entirely sure what they were talking about, but she had an idea as to the confusion. “It’s just a suit, Derpy. It’s part of my costume.”

Derpy stopped dead. Slowly, she turned back to Cup. “Seriously?”

Cup smiled. “Sneaky way to try and tell with that hug. Feels pretty real, doesn’t it?”

Derpy looked like a foal who’d got caught raiding the cookie jar. “Ah, heh-heh… Sorry...”

“Ha! I knew it!” Time Turner blew a raspberry at Derpy. “Score one for me.”

Derpy didn’t hear, as she was still having a hard time processing that what she was seeing wasn’t actually the real McCoy. “How can that be a suit?! I don’t see any straps or lumps or anything under that dress! Plus I can see your muffins!”

Cup laughed. She took a few moments to explain the details of the suit, how she got it and why, and at last ending with that she and Carrot were going to try for another foal. She managed to keep her voice mostly straight the whole time she talked, but two separate times, a wave of warmth washed over her, the soft padding feeling tight in various places before returning to normal.

“And that’s the whole story,” said Cup. “Does that all make sense?”

Derpy shrugged. “I guess.” She relented and ruffled Time Turner’s hair. “Guess you’re off the hook, Timey. For now, at least.”

But Time Turner wasn’t listening. He was too busy looking Cup over, studying her like a doctor studies a patient.

“So, another foal!” Derpy said. “You’ll have to tell me when you’re planning the foal shower, eh? Just say if it’s twins or whatever in the invitation this time, so I don’t get you one of something and then find out you needed two. Again.”

Cup nodded. “I promise, I’ll make sure it’s twins, triplets, or whatever else before sending out invites. I won’t make the same mistake twice.”

Derpy squee’d. “Oh my gosh, triplets?! Can you even imagine what it’d be like with three all at once? You’d have so many cute little ones running around!”

Cup giggled. “We’d have to get some help if that happened, but it’d be worth it to have that lively of a house. Carrot and I have always wanted a big family, so I’d love it if we had triplets.”

gurrrrgle

A fresh spark jolted the warmth in Cup’s core. She gripped the display case as a greater pressure assailed her, followed by a shaking in her stomach that only added to it. Her scalp and mane suddenly felt hot beneath the wig, as did her tail, the black dye concealing just how thick and shiny her hair was getting.

Derpy raised an eyebrow. “You alright?”

Cup was sweating. The warmth had morphed from a slow-burning arousal into a desperate need. Relief was right on the edge, but then the climax slipped agonizingly out of reach—

“I-I need to use the restroom!” Cup blurted. “Excuse me!”

She left the party and went upstairs as fast as her costume would allow. Time Turner and Derpy watched her waddle off with impressive speed, disappearing up the second floor faster than you could say ‘hostess’.

Time Turner squinted at the spot Cup had just been. “Hmm…”

Derpy hesitated. “I know that ‘hmm’. What’s wrong?”

Time Turner didn’t answer. Instead, he reached into his pocket and pulled out a metallic device that resembled a screwdriver. He pressed some buttons on it, then pointed it at the display case Cup had been leaning against…

...or rather, the light sheen of sweat her palms had left behind.

Derpy winced. “Timey?”

Time Turner’s face was grim as his device glowed bright red. “We need to go. Now.”

()()()()()()

Cup wasn’t sure if climbing up the stairs was blissful or agonizing. Every step fed the building furnace, her inner walls twitching and rippling around the hidden plug, but it didn’t make her peak. The heat was racing through her now, invigorating her muscles and burning in her chest, making each breath come easier than the last. She didn’t feel the suit’s weight at all anymore, she could move about as fast as an athlete, and she could swear her heart was beating louder… no, stronger.

She was halfway to the master bedroom when a massive bloom of warmth hit her. Her breasts, belly, hips, and rear all squeezed tight against the padding, her skin tingling like she’d been slathered in hot aloe. It felt like something was building behind her breasts, her nipples growing itchy and tender.

“AH!” Cup had a split second to become aware of how loose her joints felt, how her balance had shifted, and how something like a tentpole felt propped between her ribs and hips before an ever stronger pulse of warmth raced through her—her inner walls bearing down on the plug like a vice, and she came right there in the hall, knees quaking and moaning into the crook of her arm...

And yet outwardly, it looked like nothing had happened at all.

On shaky, almost-numb legs, Cup made it to the bathroom. She sagged down onto the toilet and caught her breath, the fake bump heavy in her lap. Her head felt floaty, still reeling from whatever that’d just been, and she was content to just sit there for a while and stare at the wall for a few minutes…

Until at last, a slow smile formed.

“You naughty mare.” Cup’s laughter echoed in the brightly-lit space. “You naughty, naughty mare! Goodness, what in the world is with me tonight? I can’t even remember the last time I had one thatstrong... and from a toy, no less!”

Strong was putting it mildly. The aftershocks still lingered in Cup’s belly like a lazy, swirling warmth, the dull, glowing coals of arousal flickered, ready to flare up if stirred. She knew she wasn’t in heat, but maybe it was because she and Carrot hadn’t had much time for each other due to opening the new stores?

“The toy…” Cup slid up her maternity dress. After some fumbling, she found the hidden latch, and she eased it out of her with an audible SHLICK. She expected a torrent to immediately ooze out into the toilet…

But not a single drop fell out.

Cup blinked several times. “But Carrot—I know he did! There was so much and... well, no matter. If he really didn’t, then we’ll just have to try harder next time. I suppose that gives us more time to speak with the doctor, find out if there’s any way to increase our chance of mullllll—ohhhh, myyyyy…”

A new wave of warmth swept in at her words. Cup’s middle and breasts felt tight against the padding again, but where the feeling had always faded, this time the tightness remained… almostlike the suit was shrinking!

“Wh-What?!” Cup sprang to her hooves. She felt herself all over, and that’s when she realized the suit wasn’t shrinking at all, it was actually getting bigger! The padding around the breasts and bump was filling out, growing larger, heavier, stretching her dress before her eyes! Her tits were approaching the size of cantaloupes, only to surpass that size and keep growing right on through the alphabet. More and more of the suit’s cleavage was revealing itself to the world, the fake bump growing ever-rounder and thicker, as well. Before it looked like she’d swallowed a particularly large watermelon, but now her belly resembled a fluid-filled, over-inflated beach ball, firm with a bit of a give and delightfully gravid.

Cup fumbled with her halloween dress. She managed to get it off in short order, now standing in the bathroom wearing only the pregnancy suit. It still matched her skin color to a T. She found the zipper in the back hidden by a cloth flap and pulled it down with a quick jerk and peeled the heavy thing off...

“What the...”

Only to find what came off wasn’t what she’d put on. The pregnancy suit had been a bulky, heavily padded full-body garment, but now it was a thin, skin-tight leotard. Just beneath the stretchy fabric was her skin, her living, breathing body, grown to the motherly curves the suit had formerly sported. Cup’s butt, hips, and thighs were all thick and firm, a combination of healthy fat and muscle that wasn’t flabby in the slightest. Her perky breasts had grown larger than bowling balls to create a deliciously weighty shelf, and most importantly of all, her belly—

—no, her womb.

“I-I’m...” Cup touched her middle with shaky hands. Her paunch was full and taut, a warm mass of life and swirling fluid. “I’m pregnant…”

It’d been overshadowed by the other sensations, but now, she could feel the flutters and tickles within. Gentle proddings of foals—yes, foals—were tickling her like butterflies, their curious prods and thumps making her blush. Her skin felt so supple and smooth beneath her fingers, unblemished and ready to stretch even more, her shallow navel tinted the slightest bit of pink.

There were so many questions, Cup didn’t know where to start. She took a few minutes to admire herself in the mirror, eyes sparkling and humming a soft lullaby. Her breasts and belly were so large that the latter could support the former, pushing them up even more and making them seem even bigger. There was a familiar fullness in each tit, a sensation that’d only just started winding down recently, but apparently it was back in full force.

Cup rubbed one of her milky tits. Her reserves were building so fast they were swelling her boobs bigger by the minute, the glands eagerly working to feed her new little ones. “Gracious, how much is IN there?” She took a fat nipple and gave it a firm tug, and sure enough, a great stream of milk spurted out, sweet-smelling and creamy. “So much… and I can feel them filling up even more!”

Her eyes strayed to the discarded pregnancy suit at her hooves. Now that she wasn’t wearing it, it’d eturned to its original color of white. She bent down with some difficulty and held it out in front of her to examine, confirming that it indeed look and feel like spandex. She didn’t see any indicator of its magical properties, nor did she feel anything strange while holding it.

“Maybe I should’ve listened to the store owner’s explanation, after all,” she muttered.

Well, one thing was for certain, it probably wasn’t wise to keep using the it, or the toy! Cup was just a simple earth pony, she didn’t want to go screwing around with magical relics that could have Luna-knows what effect on her! Aside from the obvious, of course.

“And it’s not like I need this thing now anyways.” Cup laughed at the pregnancy suit. “My maternity dress fits like a glove now! This is perfect!”

Yes, perfect. That’s why she should leave these obviously-powerful magical items up here, put her clothes back on, and go back down to the party with all her guests. She’d have a fun-filled night enjoying everyone else’s company, and she’d reveal the surprise to Carrot once everyone had gone.

…

...

Soooooo why wasn’t she doing that?

Cup came to with a start. “Ack! What the—why am I zoning out?! C’mon, you silly filly, you’ve got guests waiting!”

Without wasting any more time, she slipped one arm back in the pregnancy suit, then the other. The soft inner layer felt wonderful on her skin, as did the tightness of the fabric wrapping back around her pregnant form. She pulled the zipper back up and smiled at her reflection, watching as the white changed back to the light blue of her skin tone.

“Maybe I should hide the suit and toy so nopony finds them,” Cup murmured. “Mmmm, nah. Nopony’s going to come up here, and it’s not like Carrot’s going to try on a leotard or use a dildo! They should be perfectly safe up here.”

Yes, the pregnancy suit and toy would be safe. Nopony else was going to come into their personal bathroom, and it’s not like she was going to put either of them back on herself! No Siree, Cup wasn’t going to go messing around with strange enchanted items if she could help it! Messed with your head, her mother always used to say.

A few minutes later, Cup was back in her dress. It was even tighter and more revealing now, even more so than it’d been when she was pregnant with Pound and Pumpkin! Perhaps going into labor a bit early hadn’t been so bad, after all!

Cup laughed as a kick rocked the side of her huge belly. “Yes, it’s time to go meet everypony!” She turned off the light and headed out back downstairs with a slow, heavy grace. She hadn’t felt this sexy in over a year, and the knowledge that she wasn’t wearing the suit made it all the better. “Oh, this is going to be fun...”

Part 3

Not much had happened in Cup’s absence. Couples were sitting at the tables or standing around in small groups, playing simple games and making small talk while munching on treats. Her re-entry didn’t cause much of a stir, although a few sharp-eyed guests did note her, ah... assets appeared more pronounced. She hung back at the edge of the party watching the scene unfold as she looked around for Carrot, but she didn’t see him.

“Might’ve gone outside with Filthy,” she muttered. “Probably saw Carrot’s chocolate cigars and thought they were real… Blech.“

Of course, even being at the party’s edge didn’t stop her from getting more curious looks and double-takes than before. Every instance was the same: First a passing glance, then hesitation, then a look back to take in Cup’s pregnant form. She smiled and waved at the gawkers, patting and rubbing her womb while supporting her back with one hand—

GROOWWWLLLL

The chatter and music covered up the stomach grumble to most, but it may as well have been a lion’s roar to Cup. Fortunately, there was lots of food to be had, so she made her way over to the buffet, occasionally brushing against someone to see their reaction.

The buffet never stood a chance. Cup started grabbing things and stuffing them into her mouth as soon as she was in arm’s reach, not even paying attention to what it was, or even how it tasted. Entrees, pastries, hot dishes, candies, salads, sweets, fruits, vegetables, hay, flowers, it didn’t matter. All that mattered was that it was food. The world faded out as Cup ate as much as she could, as fast as she could, eating more, and more, and more still, the threads of her dress creaking around her hungry belly—

“Cuppers!” said a voice. “Somepony said you were over here. How’s it going?”

Cup came to. Wait, what just happened? She’d been wanting to get something to eat, hadn’t she? Well, she was over by the buffet now, so she could just—when did most of the food get eaten?!

“Erm… hi, Redheart!” Cup said, turning to her. “My, don’t you look spooky.”

Redheart was dressed up as a zombie. She had fake blood and gore smeared across her muzzle and neck, she was wearing ripped and tattered clothes that looked salvaged out of a gutter, and she had on some makeup that made her look gaunt. “I’d heard ponies talking about your costume, so I had to see for myself.” Redheart looked Cup and down, her lips parting slightly. “Gotta say, I’d be one confused mare if I hadn’t talked with Lyra and Bon-Bon! You and Carrot always do have the best getups.”

Just then, another familiar face emerged from the crowd. Thunderlane, dressed up as an evil sorcerer of some kind, sidled up beside Redheart and put his arm around her. “Happy Nightmare Night, Cup.”

Cup waved. “You too, Thunderlane!” She took a new plate and began piling it high with another round of food, a fresh onset of cravings grabbing her something fierce. “I’d say feel free to grab something, but it looks like most of the food’s been claimed already.”

Redheart watched Cup with her tilted her head to the side. “Uh… Cuppers?”

Cup turned back with a cookie in her mouth. “Hmm?”

Redheart gestured to the overfilled plate. “You skip dinner?”

Cup devoured the cookie in a few messy bites. “Nope! Had a nice big meal before the party, but now I want a nice big dessert! Hosting a party is hungry work.”

Redheart blinked several times. Looking closer at Cup’s plate, she realized it was an amalgamation of candy bars and daffodil salad drizzled with mayonnaise. “I know you’re pretending to be pregnant, but that doesn’t mean you have to eat like it.”

Cup snickered. “Who says I’m pretending? Maybe I AM pregnant, hmm?”

Redheart rolled her eyes. “Please. I saw you last week, remember? There’s no way you’d look like this already, even if you were. You’re ginormous, girl!”

Cup jutted out her belly. “Oh, I know. My Carrot certainly knocked me up good, didn’t he? You two have your work cut out if you wanna catch up with us.”

Thunderlane said nothing throughout this, as having a hard time keeping his eyes on Cup’s face. Her tits had continued to swell with more milk, more and more of her cleavage spilling out of her dress. But even they didn’t command as much attention as her abundant womb, which stuck out so far it was like a prize-winning pumpkin. He was suddenly very glad he was wearing a baggy robe, especially upon hearing the suggestion of him and Redheart try to ‘catch up’.

“Go on and feel, Reddy.” Cup gestured to her bump. “You do ultrasounds all the time, don’t you?”

Redheart sighed. She obliged and felt Cup’s rounded stomach… only to go stiff as a board when she felt its warmth and squishy firmness. She gingerly pressed and felt Cup’s middle...

“Wh-What…”

Cup laughed. “Not so sure now, are we?”

Redheart looked at Cup’s face, then back to her friend’s womb. She did it a few more times while sputtering and stammering.

“I’m not entirely sure how many I’m having,” Cup said as she ate her incredibly strange concoction. “I assume it’s at least twins, but I’m just so BIG, I wouldn’t be surprised if it’s more. I really hope it is—triplets would be so much fun! They’d be the only set in town!”

Redheart swallowed hard. She’d just felt one the foals shift beneath her palm, Cup’s belly swaying from the inner movement.

Cup turned to Thunderlane. “What do you think, T? What number are you betting on?”

Thunderlane put a hoof behind his head. “I-I’m not exactly the greatest judge…“

Cup tittered. “There’s nothing wrong with a shot in the dark. It’s all in good fun!”

Thunderlane didn’t seem too reassured, but regardless. “Y-You already said three, right? And you said you really hope it’s more than twins, so… I guess I’ll say f-four?”

Cup’s eyes lit up. “Quadruplets! I’d LOVE having quadruplets! What an adventure and a half you’d always be having! Oh, I know I’d just love having four foals all the same age, there’d never be a dull mo—ohhhh…”

gurrrrrgle

A new spark deep inside jolted her just like before. Cup gripped her plate tightly as her inner walls clamped down on nothing, the telltale heat picking up again...

“Ohlookthere’snewguests!” She stepped past Redheart and Thunderlane in a flash. “SonicetoseeyoubothI’mgoingtogonowbyeeeeee!”

Every second the tantalizing heat built up greater and greater, flooding Cup with divine feelings that only made her want more. She managed to keep cool and collected even when her dress began to stretch even more, the dim light and dark color of her dress concealing what was happening beneath. She walked with measured steps between each pulse of warmth, waves of alluring heat rolling off of her like a furnace, each one of her exhales ending just a little farther out.

It happened just gradually enough. Nopony noticed amidst the activity how Cup’s boobs expanded, how the valley between her breasts deepened as each one swelled with even more milk. Nopony noticed how her womb grew bit by bit, still round and firm and taut, even as her navel poked out in full. Nopony noticed any of the other changes, either—how her rump filled out more, how her hips got a touch wider, how her thighs got thicker, how her skin became smoother and softer, how her hair got fuller and shinier, how she carried the baby weight easier, how she stood that much straighter, how her eyes got a great deal brighter...

“Big Mac!” Cup waved to the towering stallion who’d just come inside. His muscular body looked chiseled out of a mountain, his gigantic size putting him at twice the height over everypony else. “Welcome to—OH! This must be your marefriend Pinkie Pie told me about! Sugar Belle, I think?”

Mac, wearing a tux of all things, was arm in arm with a curvy unicorn mare with a pretty face and a frame that spoke of hard work. She was wearing on a fancy fuchsia dress that matched her colors, and while she, too was a good deal taller than the average pony, she only came up to Mac’s pecs.

“This place is AMAZING!” Sugar Belle looked around the store with starry eyes. “I can’t believe how much space is here! Don’t much care for the gingerbread theme, but this floor plan!”

Cup had to fight the urge to laugh. “Carrot and I never cared for the theme, either. We’ve made sure our new stores aren’t so gaudy.”

Mac, who was staring at Cup’s maternal form like he was trying to solve a riddle, managed to not miss a beat. “Sugar Belle, this here’s Cup Cake. She and her husband own the Sugarcube Corner bakeries.”

“Wait, Cup Cake? Your godmother?!” Sugar Belle looked all around. “Where-where-where?! I wanna meet her!”

Cup bit back a laugh. “Down here, dearie.”

Sugar Belle looked down. “Oh, heh-heh… sorry.”

Cup held out her hand. “I’ve been looking out for Mac and his sisters since they were all foals. Nice to meet you!”

Sugar Belle didn’t answer right away, as she needed a moment to get over how pregnant Cup was. “I-Is that so?” She shook Cup’s hand, twitching slightly upon feeling how soft and smooth the older mare’s hand was. “Wow, and speaking of foals, you look absolutely amazing! I’ve seen some pregnant mares that look like they ran into a porcupine having a bad day, but I’m actually jealous of you!”

Something about this mare seemed familiar to Cup. She couldn’t quite put her finger on it, but then again, it was a small grace the sensations had died down enough to let her function. She could definitely feel more kicks now, but there wasn’t anything strange about that. No, not at all...

“Aren’t you sweet.” Cup patted the top of Sugar Belle’s hand. “Pinkie told me you’re a fellow baker—would you like to take a look at our kitchen? We just put in some new ovens.”

Sugar Belle’s eyes lit up like a foal on Hearth’s Warming morning. “You don’t mind?”

“Not at all!” said Cup. “Just don’t actually—”

ZOOM!

—cook anything.”

It was a miracle nopony was sent flying. The crowd was left murmuring as they tried to figure out who or what that big fuschia-colored blur was, many of them staring after at the still-swinging kitchen door.

And Mac was one of those staring. Although Cup noticed there were hearts in his eyes, his posture slack and leaning forward, a silly smile plastered on his face.

“Eeyup…” she heard him say.

Cup’s world slowed. A bittersweet memory struck her like a buck to the face: A mare, tall and strong, with a long, bushy mane and shrewd, yet kind eyes. She walked into the bakery arm in arm with a lovestruck Apple boy, who was hanging on her every honest word…

“Please tell me your family isn’t feuding with hers,” Cup said to Mac.

Mac sobered. He turned to meet Cup’s distant eyes, knowing full well what she was looking at. “No, ma’am.”

Cup watched the memory of her two best friends walk out the door and fade back into the past. “Keep it that way, won’t you?”

Mac nodded. He offered his arm to her, and together they walked through the crowd toward the kitchen in Sugar Belle’s wake.

“You look very nice,” Cup said to him. “A sharp-dressed stallion if I ever saw one.”

Mac chuckled. “I figured a tux is as much a costume as anythin’ else for a farmer. And speaking of costumes, you, ah... got a humdinger of one yourself, there. Looks real as real can be.”

The best thing for Cup was hearing the justifications ponies made to explain why what they were seeing was impossible. “It IS real, sweetie. I’ve secretly been pregnant all this time, and tonight’s the night Carrot and I are breaking the news to everypony! Surprise!”

Mac snorted. “Mm-hmm, and I’m secretly an alicorn prince. Surprise to you, too!”

Cup gasped. “And you didn’t invite me to your coronation?! Macintosh Apple, why I never!”

Mac snickered and opened the kitchen door. “I think Pinkie Pie might be rubbin’ off on ya.”

“Possibly.”

They found Sugar Belle zipping back and forth the roomy kitchen, inspecting appliances, ingredients, and utensils with cartoonish speed. She was muttering to herself all the while, which was how Cup heard the word ‘pantry ‘ right before Sugar Belle vanished into the store room.

“How serious are you two?” Cup asked him.

Mac smiled. “I’m tryin’ to get her to move here. She ain’t there yet, but she’s comin’ around.”

Cup had had a feeling, but she hadn’t wanted to assume. “In that case, how’s she feel about foals? “Cup gestured to her pregnant belly.” You talked about that at all?”

Mac grinned. “Oh, foals are happenin’. She wants to space ‘em out a bit, but it’s prolly gonna be a fair number.”

Cup couldn’t say she was surprised about that, either. Family and the Apples went together like peanut butter and jelly. “At least you’ll have no shortage of room for a family out at Sweet Apple Acres, that’s for sure.”

Mac grunted. “The farm, yes. The house, no. We’ll need to make an addition to the house once we get past six, but my cousins and I can whip that up easy enough.”

Cup allowed herself to picture that. Mac and Sugar Belle, the strong farmer and the upbeat baker, overseeing a herd of children while Sweet Apple Acres flourishing under their care. Perhaps Cup’s own children would become friends with theirs, and they could have playdates together!

“You’ll be a great father,” she said Mac. “And six foals will definitely give you lots of help with chores around the farm! You’ll have all your ducks in a row!”

Mac smiled. “I’m lookin’ forward to it.”

“You should be!” Cup went on. “I’d be positively tickled pink if I was having six foals! Nothing would make me happier—”

gurrrrgle

And there was that wonderful spark again. It was like someone had lit a match inside her, warming her insides before igniting her need like dry kindling—

gurrrrrrrrgle

“Mac!” Sugar Belle called from the pantry. C’mere-c’mere-c’mere! You’ve gotta see these shelves! D’you think you could make something like this in my store?”

Mac left Cup by her lonesome to experience the delightful tide of sensations. She only just manage to sag into a chair and watch with a heavy blush as her dress wiggled and shook, waves of heat pouring from her core to spread out all the way to her fingertips. Each was followed by an ‘echo’ just as powerful as the first, and soon her legs were shaking from the tight spring coiling inside her.

“Haaaaaaa…” The warmth came so fast and intense that the first peak came in seconds. She was so very full, so very pregnant, and that pregnancy was on full display as more healthy foals and cushioning fluid further ballooned her belly. Her breasts grew several sizes as well, pillowy soft and brimming with milk, yet still filling with more. Each tit was over twice the size of her head now, growing more and more exposed by the second. Her dress was so very tight on now, stretched and strained to the absolute limit like a second skin. It looked like it could explode off of her at any moment, only barely able to contain her, yet she still grew bigger.

“M-More...” Cup’s womb was like a warm, increasingly-grand orb of life that kept getting rounder and larger. She rubbed her paunch in time with her strengthening heartbeat, no longer able to reach her growing navel. Her skin kept getting itchy in brief stints, but the itchiness kept vanishing in bursts of incredible heat that left it even more supple. Her womb encompassed all of her lap and then some, the increased mass and displaced center of gravity making her lean farther and farther back.

And on and on it went. Her rear got thicker, her hips got wider, her thighs got stronger, and her hair got shinier. Her lungs felt strangely powerful, each new breath feeling like she was taking in more air. The color of her skin became fuller and richer, fresh oxygen-rich blood flowing through her. Her muscles bulged as they grew more defined by the second, strong enough to carry and bear a herd of healthy young.

Cup could feel so many little legs kicking now. Curious and lively, each foal pushed against each other, as well as the walls of her womb. She felt every twitch, every push and prod, each one a result of hers and Carrot’s love. She’d thought it’d been an experience with Pound and Pumpkin, but this was on a whole new level in every way.

She came out of her daze blinking like an owl. She looked around the empty kitchen, then looked down at herself. A trio of magnificent mounds took up the bulk of her vision that… had always been there? Yes… yes, of course they had! Silly mare, what did she expect? She’d known for months she was going to get this big! Nothing was wrong, everything was fine! They were all fine.

Cup got up from the chair in a fluid motion. The weight jutting out in front made her movements slow, but she’d long mastered the heavy grace pregnant mares were known for, hadn’t she? Yes, yes she had. The threads of her Nightmare Night dress were hanging on for dear life, but that’d been the case all night. Yes… yes, it definitely had. Come on, didn’t she remember the trouble she’d had getting the dress on in the first place?! It was a wonder she’d gotten it on at all!

“Last year I have the twins early and wind up being too small, this year I’m almost too big.” Cup shook her head. “This is what I get for ordering something custom made.”

Mac and Sugar Belle were still in the pantry talking about the shelves. But Cup trusted they’d be fine, so she left them to find where Carrot had gone off to.

The dimmed lights and spooky music greeted her re-entry. Predictably, her reappearance caused a fair bit of waves, but that tended to be the reaction she got wherever she went. She never got tired of all these open-mouthed stares, some of them even coming from ponies that saw her weekly, even daily! She didn’t know how could they forget how many full-sized, healthy foals she was carrying, but nevertheless, they gaped at her like they were just finding out she was pregnant.

Although, to be fair, Cup was a pretty impressive sight. Hips wider than any Apple’s, a pair of tits that rivaled Celestia’s, an ass finer than Cadance’s, and a womb so big and round, a full-grown stallion could’ve fit inside. Put all that together while wearing something so revealing, and she could understand why she was drawing attention. Already she was spotting lusty looks from more than a few admirers… not to mention a few bulges and pairs of spread wings.

“Pardon me, coming through!” Cup tried not to hit ponies with her gigantic baby bump, but the sheer size and girth of it made that nigh impossible. “Clear a path for the pregnant pony! Does anypony know where Carrot is? I haven’t seen him in a while.”

A long silence was the only answer.

“Helloooooo?” Cup waved her hands. “Equestria to everypony! Need a little assistance in trying to find my hubby! Anyone seen my husband?”

After a few more awkward seconds, someone muttered to Cup’s left, “Isn’t he outside with Filthy Rich? I thought I saw them...”

Cup didn’t even look to see who’d spoken. “S’cuuuuuuuse me~” She cleared through the gaggle of gawkers for the door. She had some difficulty reaching the doorknob, but she got it after some maneuvering and pivoting—

CRASH!

Cup laughed. “I knew I shouldn’t have had that coatrack there! I swear, I’m like a small wrecking ball these days! Bon-Bon, be a pal and pick that up for me, please? I’m afraid bending over is a tad difficult...”

Fortunately, it was a warm enough out that Cup didn’t need a coat. A few foals ran past her as she stepped outside, the air filled with the sounds of those searching for sweets. She figured the most likely place to find Carrot would be the side of the store where they kept a few picnic tables, so that was where she started for, her thick, fertile mass leading the way.

Sure enough, she heard a pair of familiar voices around the corner. “—expect new stores in other cities will likely turn as much of a profit the existing ones, so as long as you stay in the black and keep the word of mouth running, you’ll be as rich as my namesake before you can say ‘sugarcube’.”

“Let’s hope so, Rich,” said Carrot.

Cup gasped. She wanted nothing more than to dash around the corner and give Filthy Rich a huge hug, but eavesdropping probably wouldn’t help close the deal. Perhaps she should put up a small act...

Cup put her hands around her mouth and turned away from them. “Carrot? Carrrrrrrrrot! Are you out here?”

A pause.

“Over here, Cuppy!” Carrot yelled back. “By the picnic tables!”

Cup smirked. She waited long enough for it seem like she’d just come from the house, but as she waited, she caught hurried and hushed whispers between the two stallions.

“...under her costume… suit, not actually real… yeah, we’ve always wanted… just started trying, actually...”

That was probably long enough. Cup walked around the corner with a strut in her step, seeing Carrot sitting on a picnic bench across from Filthy Rich. Carrot was facing away from her, so she had plenty of time to come with a game plan as she approached.

But Cup found there was only one plan wroth having. Seeing Carrot made her think of all the naughty things they were going to do later. She could just imagine them back in bed together, their bodies entwined in the throes of hot, sweaty sex, screaming each other’s names until their throats were raw. Perhaps he’d start by going down on her, his slippery tongue massaging her walls and lapping up her juices, his muzzle tickling her clit as he explored her depths. She’d return the favor, of course, sucking and deepthroating his twitching cock, feeling the veins beat around her lips until he came in her mouth. They’d play with each other a bit more before getting to the main event, and that’s when he’d pick up where he left off, pumping her full of more foals—

“THERE you are.” Cup approached from the side so she could kiss Carrot’s neck. She also made a point to show Filthy Rich her profile, even tossing him a wink in the process. “Was wondering where you’d gone off to.”

Filthy Rich stared. His chocolate cigar fell from his mouth to roll away, all manners forgotten as he took in Cup’s burgeoning size. “B-Buhh…”

Carrot went rigid from Cup’s soft lips on his skin. “Erm… Cuppy?” He shivered from another kiss then a third, although the third was more of a hickey. “What’re you…”

“Mmmm…” Cup had meant to give a simple peck, but Carrot’s skin on her lips, his salty taste on her tongue, his scent filling her lungs... She kissed her way up to his ear, thoughts filled with his virile seed...

Filthy Rich worked his mouth a few times before remembering how to speak. “Th-That’s uh, a v-very nice costume, Cup! My, it really breasts—BRINGS out your beauty! Yes! That’s what I meant to say! What a change from your usual pregggggg—matic attire! Pragmatic attire!”

Cup couldn’t hear him over the throbbingof her nethers. Her world had focused in on one pony, who she was currently coaxing him to stand so she could kiss proper. Carrot did as his wife bade, turning to face her and—

“CUPPY!” Carrot’s eyes bugged out of his head. “You’re… Y-Y-Y-You’re HUGE! What happened to the suit?!”

She guided his hands to her womb. “What suit?”

“The pregnancy suit you’re wearing!” Carrot said. “It’s—”

thump

Carrot froze. “Was… that a K-KICK?”

thump-thump… thump

Carrot was speechless. His thoughts raced like lightning, but just then, a strange shock leapt out from Cup’s suit and jolted his hands. The sensation surged through his system and blared a simple message in his head like a trumpet.

“They’re mine?” Carrot ran his hands along Cup’s belly. “B-But, how?”

Cup took the opening to nibble his ear. “Didn’t you say something about a baker’s dozen?”

Carrot’s head was starting to feel fuzzy. A distant part of him knew this was magic, but that part was hard to hear over the growing tightness in his pants. He inched closer to Cup and smiled, wrapping his arms around her as best he could while nuzzling the crook of her neck.

“A baker’s dozen?” he whispered. “C’mon, Cuppy. We can do better than that...”

She locked lips with him before he could say more. They groped each other much like they had before, only this time Carrot was discovering Cup’s actual body. A strange light twinkled in his eyes as he pushed into her, growling and fondling every new square inch of healthy flesh she’d grown.

Filthy Rich was at a loss. He wasn’t sure whether to stay or to leave, but either way, this was highly irregular—

Cup let out a girly moan. She ripped Carrot’s pants off with a casual flick, leaving him only standing in his boxers. Then she ripped those right off too, giving Filthy Rich an uncensored view of Carrot’s yellow ass.

“ALRIGHT, THEN!” Filthy Rich averted his eyes so fast he almost got whiplash. “I can see you two are busy, so I’mma go ahead and be literally anywhere else but here. Happy Nightmare Night!”

And he sprinted off at a speed that would’ve made Rainbow Dash jealous.

Carrot rubbed and fondled giant Cup’s tits. They were so soft, so perky, so full… creating a bra to contain them would be the magnum opus of any seamstress. Her dress was so tight that her nipples were smooshed tight against the fabric, the outlines so large a single one could fill Carrot’s mouth. He kissed along her collarbone while revelling in her other enhanced features—her godly hips, her gorgeous butt, her flawless skin, her amazing hair, her powerful muscles, her foal-filled womb, all of which were about to become even greater...

Cup’s hands strayed down to Carrot’s crotch. She gripped his shaft in one hand while squeezing his ass with the other, moaning as she felt the familiar warmth return. But instead of it immediately flowing through her, it waited on the fringe, almost like it was waiting for something…

“M-More,” Cup breathed.

Carrot punctuated his kisses with wet licks. “Yesssssssssss...”

GURRRRGLE

A fresh spark came to be in Cup’s core. The addictive warmth charged forth to roll over her like a tsunami, and she cried out as her womb swelled with a seventh foal. Her other maternal features were affected, as well, her dress tightening to the point of pain.

“Yes...”Cup thrust her paunch out farther. “YES!”

Tiny tears appeared in her maternity dress. Seams snapped and popped apart from the increasing strain, revealing the powder blue pregnancy suit beneath. Cup’s breasts rested heavy atop her belly to create a shelf greater than the world had ever seen, but her womb was always bigger… MUCH bigger.

And Carrot was right there to watch it happen. The flow of warmth spread out to him as well, his loins tingling with manic need. “More...”

GURRRRRGLE

An eighth spark jolted deep within Cup. Again she was filled with strange power, her body billowing with nascent life and power. Every time it happened it was better—every time she felt stronger, more alive!

RII—IIIIIIIII—P!

The dress finally gave up the ghost. First it tore at the bust line, then little by little at the seams, no match for combined force of Carrot and Cup’s fertility. An abrupt ninth spark made Cup’s curves expand so fast that the poor garment was shredded to bits, leaving her in nothing but the pregnancy suit.

Cup turned and thrust her luscious rear into Carrot’s hips. Carrot wasted little time in claiming her drenched pussy with his pre-slicked cock, both of them crying out as they went at it right there in full view of the entire street. A dense green aura enshrouded them upon their joining, the grass and flowers around them growing taller.

GURRRRGLE

And that’s when the sparksstarted appearing faster. A new one would take root every few seconds, distending Cup’s womb further and empowering her all the more. Ten foals… eleven… twelve… thirteen… her bump was like a squishy beanbag chair that reached down past her knees, yet it just kept right on growing. Her paunch protruded farther and farther out from her body with each baby, Cup’s breasts were expanding almost as fast to eclipse her field of vision, and the rest of her was changing just as quickly.

Carrot was relentless. He fucked Cup harder and faster, yet the tension, the urge, it built and built without limit! Nothing else mattered but the desire, that overpowering, mind-blanking want for the family they both wanted. They family they were going to have!

Cup squeezed Carrot in time with his powerful thrusts. Already she could feel the warmth spreading deeper, her body going into overdrive to make more eggs, and it was only the beginning! She’d make enough eggs for all the seed he’d given her, and after she bore all those children, she’d empty Carrot’s balls over and over, taking all that he had to give! Her burgeoning womb would be the greatest thing in all of existence!

“Yes,” Cup’s voice was growing distorted. Her power grew with every new spark, and in mere moments, millions of eggs would flood her womb to claim the seed Carrot had given her! Then tens of millions! HUNDREDS of millions! “YES!”

VWORP-VWORP-VWORP!

“Great wickering stallions!” said Time Turner behind them. “Hurry, Derpy! The suit’s about to go critical!”

There was the slamming of a metal door, followed by the pounding of running hooves. “I swear, you leave things to the last minute on purpose!” Derpy yelled. She dashed up to Carrot and Cup with a bucket of sparkling liquid, but neither paid her any mind, too focused were they on ascension.

“Now!” Time Turner yelled.

“Hang on, guys!” Derpy dumped the bucket over Cup and Carrot.

HISSSSSSSSS!

An acrid smell filled the air. Cup and Carrot were enveloped in steam as a harsh, vile clawing dug into their minds, almost like something was clinging onto them.

“It’s working!” said Time Turner. “Hurry! Separate them!”

Derpy tackled Carrot like a linebacker. They went tumbling back together quite a ways before falling next to the picnic table in a mess of limbs and feathers.

Time Turner winced. “Erm… not quite what I was thinking, but sure!” He then reached into his jacket, produced a disc etched with the sun and the moon, then ran up to Cup and pressed it up against her navel. “Through the might of the day, by the sanctity of the night, may the Sisters grant you purity and peace. Let the wish be undone! The spell be broken!”

The burning smell grew stronger. Cup’s body turned white as the pregnancy suit lost its color, the edges of it starting to peel. Cup herself was paralyzed, constricted by a terrifyingly strong force that was digging into her, but she couldn’t even move her eyes!

Time Turner pressed the disc harder into her skin. “Let harmony be restored! May the magic be made right! In the name of the Sun, and of the Moon, and of the Stars above, I release you from your compulsion! BE FREE!”

A pulse emanated from the disc like the explosion of a sonic rainboom. Prismatic flames spread from the disc to engulf the garment in a storm of divine wrath, the cleansing fire consuming the suit entirely. There was a deafening sizzle, the sound of chains breaking, and after one final burst of light, the suit crumbled to ashes and fell off of Cup in a flaky shower of dust.

Cup staggered. The paralysis lifted in time for her to catch herself, her mind clearing like a veil was being lifted. The pain and constriction was gone to leave her feeling normal again, save for a grogginess like she’d just had a nap.

“What…” Cup put a hand to her head. “How… why am I outside?”

Time Turner produced his screwdriver-like device and swept it over Cup. There was a humming noise before the tip of the device turned bright green. “Not to worry, Mrs. Cake! Just a minor issue with a magical artifact. All cleared up, now.”

Cup must’ve been hearing things. “I’m sorry, did you just say ‘magical artifact’?”

But Time Turner was already heading over to Carrot. The poor stallion was sprawled on the ground spread-eagle with his eyes spinning, his cock standing straight up in the air like a flagpole. Time Turner held the screwdriver over him and waited for the reading...

The device flashed green again.

“Splendid!” Time Turner dusted off his hands. “Derpy, could you fetch something for our friends to cover up? I imagine they’d rather not draw a crowd.”

Derpy, who’d gotten to her hooves, looked back and forth between Carrot and Cup. “Uh, I can get something for Carrot, probably…”

And that was when Cup realized two things. First, her body had changed in multiple different ways that’d definitely make future clothing options difficult, but second, said changes were on full display to the entire street!

“AHHH!” Cup tried to cover her naughty bits, but her boobs were so big she couldn’t anywhere close to covering them! Not to mention her jumbo-sized belly was like a colossal medicine ball teeming with life, the internal weight swirling and swaying from her movement. “What is this?!”

Time Turner regarded her. “Perhaps a large blanket? Or a few blankets, rather. A half-dozen, I’d say...”

There was a wolf whistle from somepony nearby.

“VINYL!” Derpy yelled. “DON’T MAKE ME GET OCTY!”

Cup was at a loss. Her womb concealed her marehood from the front, but her breasts were quite another story. Her nipples alone were the size of her head, and worse yet, they were leaking milk! And that wasn’t even mentioning how huge her ass was!

“I-I don’t remember anything!” Cup stammered. “How? When? Who?”

Time Turner tapped his chin. “I wonder if a tarp might do the trick...”

Epilogue

Later-

“How many, how many, how many?” Cup said. “I think there’s nineteen!”

She was laying on her side in the maternity ward of Ponyville Hospital. She could certainly feel the physician pressing the ultrasound wand to her belly, but all she could see was the blue of her own mammoth breasts.

“I’d say there’s more than nineteen, Cuppy,” Carrot laughed from next to her. “Personally, my money’s on thirty.”

The physician doing the ultrasound was at a loss. “I-It’s, erm... hard to say. My best guess is somewhere between those two numbers, but there also could be more.”

Cup couldn’t fit in any of the beds, so they’d had to lay out a mat for her to sprawl out on. Her skin almost glowed it was so smooth and shiny, her healthy womb rising and falling in time with her deep breaths.

“Eee-hee-hee!” Cup squeezed Carrot’s hand. “This is so incredible!”

Carrot’s reply was to kiss her. Not a small kiss, either—more like a full-on make-out session.

The physician decided to ignore them. “W-Well, the good news is that despite all odds, you seem to be fine. The tests are all showing normal for a pregnancy in its final weeks, so if you wanted, we could probably induce you as soon as this weekend—”

“Oh, there’s no rush for that,” said Time Turner, who was watching by the door. “I’ve seen this kind of wish-related gestation before. There’s an odd quirk to the magic that allows the mother to sustain the foals in-utero for the remaining time of the pregnancy.”

There was a long, drawn out pause.

“Did…” Cup’s voice faltered. “Did you just say that we have eleven and a half months?! Almost a year to get ready for these babies?!”

Time Turner shrugged. “Assuming you got pregnant tonight, then yes. The suit also seems to have bolstered your earth pony magic considerably, so you shouldn’t have any troubles getting around. Aside from doorways, that is...”

Cup could hardly believe her ears. “A whole year…” She looked to Carrot, who was positively beaming.

“Who are you again, exactly?” the physician asked Time Turner. “And where did you see this kind of gestation? Wish-related, you said it was?”

Time Turner turned to Derpy, who reached into her pocket and gave him a sealed plastic bag. Inside was a handful of ashes flecked with shreds of burnt cloth and bits of dirt.

“Standard greater artifact with some added mind-altering effects.” Time Turner tossed the bag to the physician. “They normally come with plenty of disclaimers so they’re not accidentally misused, so whoever sold this to Mrs. Cake was being negligent.”

Derpy put on hands on her hips. “Or somepony didn’t heed the warnings.”

Cup blushed. “Oops?”

The physician examined the ashes in the baggie, his horn glowing with a few spells.

“Arcane silk, mystic runethread, elder chameleon dye, purified essence of heart’s desire... “ the physician paled. “Oh, dear… this combination can very easily create a positive feedback loop! If a strong enough wish was made…”

Time Turner chuckled. “Don’t worry, nothing a bucket of greater restoration potion and an amulet of absolute order couldn’t fix.”

It was a strange feeling for Cup. On the one hand, there was the surprise and shock of everything that had (and hadn’t) happened. But on the other, the result was something she and Carrot had always wanted, and best of all, they had a year to get ready for it. A whole year of carrying them safe inside her thick womb,a whole year of her belly being this tremendous size, her breasts filled to the brim for all to see. A whole year of sporting the fertile figure to end all fertile figures, Carrot lusting after her all the while. And when it was over, a whole slew of little ones would be in their arms, their sweet, innocent faces smiling up at them.

The only downside is they’d likely never be able to top this experience…

Just then, Carrot leaned in and whispered to Cup, “D’you think you can get your hands on another one of those suits for next year?”

Cup’s eyes lit up. “O-ho…”

The End

Author's Note

This story was my entry to the Fertile Fright art pack. I'm aware that the story's bloated and meandering; I got carried away while writing it. I hope you enjoyed it nonetheless.

Click here to check out the rest of the entries for the Fertile Fright pack! A lot of great people contributed!