Scootaloo Springs Up

by Cosmonaut

Rating: mature
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Sex, Scootaloo, Human
Length: 41083

Scrawny little Scootaloo is pretty much grown up, but her body hasn't and she still resembles a scrawny little kid. Rainbow Dash promises to kickstart her metabolism... and the results really start to show...

Scrawny little Scootaloo is pretty much grown up, but her body hasn't reflected her age and she still resembles a scrawny little kid, much to her personal chagrin and embarrassment around her other, more matured friends. Rainbow Dash promises to kickstart her metabolism... and the results really start to show after a couple of weeks...

Inspired by/spiritual successor to a fic by D-Tech, which can be read here.
(While not required reading, if you like this kind of story I would recommend it.)

Published 2021-01-28 04:00:01 UTC
Last updated 2023-01-05 04:59:24 UTC

At the door

Rainbow Dash narrowed her eyes at her naked form in the mirror and sighed.

It wasn’t that she was disappointed with her body - far from it, in fact. Smooth, strong legs flowed up to powerful thighs, seated beneath a firm, muscular ass that dropped jaws when stretching out Wonderbolts spandex. Dash traced her fingers up her stomach, feeling every bump of her hard-earned six pack abs, before bringing her arms up and flexing them for a classic double bicep pose, her baseball-sized muscles bulging proudly to attention. Rainbow Dash was proud of her body.

The cause of her exasperation was not her musculature, but her breasts. Once, five or so months ago, they’d been flat – no bra necessary for day-to-day activities. She often went out with nothing to wear under her shirt, a delight for anyone who wasn’t staring at her ass, since her nipples would occasionally poke through the fabric. That was all in the past, now that her breasts had grown out significantly and expanded from flat to H cups in the course of two days. How could she have known that Fluttershy had gotten into some magical mishap that gave her huge, over-productive tits? Or that she would store the milk that induced this reaction in poorly labeled glass bottles in her refrigerator?

Dash hefted one of her massive mammaries, enjoying the weight and feel of them in her palm. It was fun having these milkbags, and all the attention they garnered. If there was one thing besides speed that Dash could truly say she loved it was positive attention directed towards her. Gingerly, Dash gave her breast a little squeeze, causing a little bit of milk to dribble out.

Well, some good things come with minor downsides.

“Ugh, this is such a pain in the ass,” Dash muttered, grabbing her custom made, jet-black sports bra, and stuffing her enormous tits inside. They pushed her bountiful chest up and gave her an insane amount of cleavage, but it was necessary for running now lest a pendulous breast slap her in the face mid-jog. It was pricey, but worth wearing. Even if those J-Cups looked ridiculous on her five foot seven frame, she loved them all the same.

Without thinking much of it, Dash walked barefoot to the front door of her spacious house, carefully navigating the tossed boxes and small articles of clothing that seemed to always litter her hallway. Rainbow Dash cleared her throat once she reached the door and in one swift motion threw the door wide open with a resounding bang.

“YIKES!” cried out a familiar voice to the left.

“Hah!” Dash folded her arms under her breasts and leaned on her doorframe. “Knew you’d be here on time. That’s good, Scootaloo, you’ve got gumption.”

Scootaloo, who had nearly fallen out of her seat, hastened a smile at her idol. There were some slight bags under her eyes and her clothes looked a bit wrinkled, as if she’d changed them at the last minute. They hung from her small, slight frame a size too big for her. Despite being in her late teens a year out of high school it seemed as though puberty had yet to come for the girl, and at four foot nine she was often mistaken, and thusly treated as, a little kid.

“Heh, yeah! Totally! When you said ‘bright n’ early’ I made sure to be here!”

Rainbow Dash smirked. “Early for sure… but not so much bright at this hour.” Dash looked up at the murky purple sky. “How long were you waiting anyway?”

“Not long!” Scootaloo grinned, sliding her foot behind her overstuffed backpack. The sound of crinkled plastic cut through the quiet morning.

“What’s that?” Dash craned her head to see the source of the scraping noise.

“What? Oh! That’s uh, just a snack! You know, before-“

Rainbow Dash walked over, leaned down past the chair, and fished out the wrapper that Scootaloo was trying to hide unsuccessfully.

“This is a candy bar, Scoot,” said Dash, crinkling the wrapper into a ball. “Didn’tcha tell me you wanted to be serious about working out with me this summer?”

Scootaloo sighed, her eyes downcast. “Yeah… it was like, my last meal before we start for real…”

“Scoot, when we agreed to doing this like, super extensive program a week ago, that dinner you had that night should’ve been your last real meal. No sodas, No sweets, nothin’ bad,” Dash softened her voice, trying to sound less like a boring parent. “I’m not like, going to put you in a time-out corner or anything. Just wanted you to get the picture. We’re cool."

Scootaloo stopped playing with her hands and looked back up at Dash, a smile growing on her face. “Cool.”

“Now that’s the attitude I want to see in a speedster!” Dash grinned and hauled Scootaloo’s huge overstuffed bag up and over her shoulder. “Come inside, kick your sandals by the door, and let’s get you settled in for the summer!”

Scootaloo almost ran into the house, but stopped down to kick off her dark blue flip flops to the side. There wasn’t much to do at this very moment, as it was still early and cool in and outside, so Dash was feeling a bit complacent compared to her earlier strictness. Breakfast still needed to be made, and her ladies needed to be emptied before they could get started. An attentive Scootaloo stood by, dancing on her heels but otherwise patiently waiting for further instructions. Dash dropped the tightly packed bag next to her sofa.

“Alright, this is gonna sound kinda lame, buuuut, I kinda may have converted my guest room to a bedroom for Tank,” Dash blushed red in embarrassment, “so, you’re free to sleep here on the couch. It’s not much, just a two-seater, but I think it’ll be okay. Is that cool?”

“I’ve got a sleeping bag in here! It’s fine!” Scootaloo shoved her hands into the backpack and, with some effort, dragged out an orange kid-sized sleeping bag, unfurling and laying it out on the floor.

“Wow, you’re more prepared than I expected,” Dash mused, leaning on the couch. “Although, I should expect the best from you, Scootaloo. That’s what I want from you the next three months-ish. The best.”

“You’ll get better than my best, guaranteed!” beamed Scootaloo, unpacking the rest of her clothes and placing them in a wrinkled pile on the glass coffee table. “Rainbow Dash, I promise I’m going to give one hundred ten percent!”

Rainbow Dash smiled, and her eyes drifted to Scootaloo’s belly. “See your stomach right now?”

“My what?” asked Scootaloo, slightly puzzled. She lifted up the hem of her T-shirt to look at her mid-section. It was the same tan, small roundish belly she’s always had, if just a tiny bit bigger and softer than it was last year.

“Your stomach,” repeated Dash. “In three months’ time, if you give my workout regimen the effort you say that you will, then you won’t have that flabby belly anymore, you’ll have a lean stomach like I have,” Dash punctuated that by rapping her fingers on her defined abdominals.

Scootaloo dropped her shirt, her light purple eyes tracing over Dash’s muscles. “Y’think that I can get to where you are just over the summer?”

“Heck yeah I do! I’ve got a whole diet plan and routine set up just for you! I’m going to personally kick-start your metabolism. Or something like that. Don’t sweat it, Scoot, everything’s going to work out amazing. Plus, as a bonus I’ll be keeping track of your personal reco- Hold that thought.”

Rainbow Dash swiveled away from Scootaloo and dug her madly vibrating phone out of her pocket.

“Of course it’s Fluttershy,” Dash read aloud from her phone’s contact name, staring at the sad-eyed visage of her friends face on the dialer screen. The re-naming had occurred to Dash sometime around two in the morning when the worrywart called Dash asking her for help to do something or other with some animal.

Scoot cleared her throat. “Also, I wanted to ask you something, Dash, if that’s okay wit-“

“Yeah, yeah, hold on a sec’, okay?” Dash interrupted, answering the phone.

“What’s up, Fluttershy?”

“Oh, um, good morning.”

“It finallly stopped raining out Fluttershy, it’s a great morning. Sorry to rush you but I’m in the middle of something, is something wrong, or…?” Dash trailed off, tapping her foot in await for the response.

“Oh, well, as you know, um, recently I took in a bunch of baby orphaned animals,” Fluttershy began, pausing.

“…Yeah, keep going.”

“Well, considering that, I was wondering if you wouldn’t mind to, um-“

Scootaloo tapped Dash on the shoulder. “Dash!”

“-that since your, recent expansion with your assets, and since I can no longer seem to produce-”

Dash glanced down over her shoulder at Scoot, who had her phone out. “What is it?” she asked.

“-maybe once a day or so I could drop by your place with the spare key you lent me to pick-“

“Can I invite my friends over maybe once or twice over the summer?” Scootaloo asked, pointing at her screen. “Just to visit them in person and stuff?”

“-up some of the um, milk, to use for the baby orphaned animals so they can grow up big and strong?”

“NO!” Dash barked, kneeling down a little to get face to face with Scoot, and then saying much more quietly. “I told you, I don’t want any outside distractions or temptations for you to go through. How do I know you can turn down a candied apple from AB after eating tuna and vegetables for weeks on end? It’s easy to slip up to stuff like that, okay? Text and call them all you want, but no visits n stuff.”

Scoot sighed, “Alright, okay, I getcha. Sorry.”

“Don’t be sorry, you were just asking,” Dash tousled Scoots hair. “It’s good to ask stuff like this now.”

“Anyway, Flutters, the answer is yes, okay?” Dash confirmed, placing her phone back to her ear. “Okay? Did you say okay? Hello?”

Dash pulled the phone away and noticed the call had ended. A few swipes and she’d found the call history. Fluttershy had hung up maybe six seconds ago.

“What did Fluttershy want?” queried Scoot.

“Asked if she could raid my fridge everyday, which I’m totally fine with. I don’t eat all the stuff I put in there.” Dash smirked, stuffing her phone down her cleavage. Damn was having big tits great.

“Anyway, I’ve got your diet plan set up now. Very strict. Proteins, carbs, calories, no fatty stuff. Plenty of water and try to bookend your mornings and night with a full glass of milk. I’ve got it set up so the milkman leaves two bottles a day early in the morning. I’ll keep it in the fridge for you, somewhere easy to reach okay?”

“Okay!” Scoot saluted, beaming up at Dash.

“Ready for your morning exercises and first real day?” Dash asked excitedly.

“Absolutely!”

“Ready to change your life forever and kick-start your metabolism!”

“One Hundred Percent!”

“Put your sneakers on and LET’S RUN!” Dash grabbed her shoes and ran out the door barefoot, not waiting up.

“Hey, wait up!” Scoot stuffed her feet into her sneakers, and pursued Dash with a smile. This summer was going to be so awesome!

“Owww, my everything is sore,” moaned Scoot, rubbing her calves.

“Told ya they would be,” Dash pumped up the barbell one more time before setting the heavy weight on the rack behind her. “You’re going to feel like this for the first two weeks or so, cuz your muscles aren’t used to being pushed like this.”

The two were inside Dash’s spacious basement, which had been converted into a home gym. There were dumbbells going from five pounds to sixty lined up along one wall. A bench with a large barbell surrounded by hundreds of pounds of weight littered the floor behind it. Medicine balls were scattered intermittently around the room. Two of the largest were (to Scootaloo’s uncontrollable amusement) parked right in front of a heavy taped up punching bag. There was also a squat rack off to one side and a pull-up bar in the doorway. Not a single treadmill or machine was down in the weight room.

“How do your arms feel?” asked Dash, crossing her arms and doing a stretch.

“Like they’re still holding dumbbells,” bemoaned Scoot, letting them rest on the floor. “Are we doing this stuff everyday?”

“Nah, I’m letting you have rest days, where we skip doing this stuff.”

“That’s a relief!”

“Cuz on those days you do cardio only, and your summer reading.”

Scoot flopped backwards on the rubber matting and whined, turning her head to stare at Dash, who was flexing her baseball-sized biceps and twisting her torso back and forth.

“What, you think this is straight vacation?” Dash asked, finishing her stretches. She pulled out her ponytail and shook her head, prismatic hair flying all around her face.

“C’mon, time to eat your meal, upstairs, let’s go.”

Dash lightly jogged out of the room, and Scoot followed limply behind, completely worn out.

The kitchen was by far the cleanest part of Dash’s place. Big, spacious, open, with clean granite counter-tops and an island in the middle for preparing food. An imposing stainless steel refrigerator next to the counter was covered in nutritional guides and meal plans, along with a calendar covered in important dates. Dash opened the fridge and pulled out a glass container with grilled chicken and vegetables, placing it on the counter.

“There! Toss this in the microwave or eat it chilled. Whichever. I made enough chicken to last us weeks and I'll be portioning out your meals in glass containers with me, okay?”

Scoot carefully climbed atop one of the stools next to the island, “Okay,” she said with a slight smile, opening the container.

“Great, be sure to drink your glass of milk! I’m headin’ to the shower,” Dash said, already stripping off her socks.

“You’re not eating supper?” asked Scoot.

“Yeah, after you eat yours. I’ll shower while you eat, then, when I’m all done, you take your shower, and I grab my grub,” explained Dash, pulling the straps down off her sports bra, revealing a little more jiggling cleavage.

Scootaloo tried not to stare so openly. “Sorry, I just, thought we’d be-“

“Hah! C’mon Scoot! We can’t eat in the shower!” Dash rolled her eyes, and sauntered out of the room.

“Uhhh…” Scootaloo trailed off, wondering if Dash was messing with her. Probably. There were a bunch of condiments on the counter, and within seconds of spying the tabasco, Scoot had effectively drowned her chicken in it. Mealtime wasn’t so bad after all.

After she’d wolfed down her food, Scoot dropped her container in the sink and threw the heavy fridge door open, looking for the milk. It was supposed to be in here somewhere, and despite drinking a full bottle of water she really needed something to kill that fiery feeling in her mouth from the hot sauce.

“Aha!” Scootaloo spotted the containers on the top shelf in the back. It was blocked by a loaf of bread and otherwise invisible from dead on –Scootaloo had only spotted it looking from below through the glass shelving. Why would Dash make it so hard to find? It took a bit of maneuvering and some tiptoeing, but Scoot reached up and grabbed the milk.

“Wow,” said Scoot, swishing the container around. The milk looked especially thick and creamy. Like a melting milkshake. The bottle wasn’t especially big either. It had maybe less than a pint? Certainly wasn’t worth grabbing a stool for and getting a glass. With no trepidation, Scoot tilted her head and quickly drank the whole thing.

“MmmmMM!” Scoot licked her lips. That was good! Definitely way better than the milk she would get from AJ’s farm. Dash must have spent a lot to get this delivered every day. Closing the fridge door, she hopped down off the stool and put the empty container into the dishwasher, walking over to where she thought the bathroom was before breaking into a little skip. She felt better already.

Dash stepped out of the shower, towel tied around her waist. Steam fogged everything in the bathroom, and she wiped the mirror to get a brief look at her sexy body before the fog obscured it once more. She slipped her hand under one of her big breasts and hefted it. No longer soft and jiggly, they’d gotten tight and tense like overfilled water balloons.

“Looks like it was almost time to drain these puppies,” she said softly, fingering one of her hardening nipples. Since she’d gotten them they’d needed to be drained daily, lest she experience the awful sensations of not emptying them. Hot showers tended to make the process way easier with the pump, which she kept in her much smaller bathroom attached to her bedroom. If there were a shower in that one, she’d just use it instead of the main, but it only had a toilet and sink so she had to make due. Dash almost grabbed the towel she’d left out for Scoot before stopping herself. Usually she could walk out in the buff, but not with a guest in the house. Dash tried maneuvering the towel to cover her ample breast flesh, but found the jutting mammaries raised the towel up so much it left her privates exposed.

Dash sighed to herself, tying it back around her waist, and checked her phone. She’d only been in for ten minutes. Scoot was probably still eating. If Dash was quiet she could just tiptoe down the hall to her bedroom. If her breasts weren’t aching so much she could formulate a better plan, but right now, she had to go.

Very softly, Dash opened the bathroom door, a rush of steam exiting along the top. A quick peek left and right and Dash couldn’t hear anyone coming along the hall. Moving along quickly, Dash walked straight to her room, approaching the door rapidly.

And right into Scootaloo.

“OOF!” the small teen bounced right smack into Dash’s massive tits and stumbled backwards.

“Scootaloo! What’re you doing in there?!” Dash cried, regaining her balance.

“I finished eating and needed to use the bathroom and had to use the one in your room because I couldn’t find the regular one and knew I couldn’t go in there because you were using it! Sorry! I’m so sorry!” Scootaloo explained as rapidly as she could.

“Well, next time-” Dash paused, realizing her massive breasts were very much on full display. Dash folded her left arm over them, doing an incredibly poor job of covering anything. All that accomplished was concealing her fat nipples; her areola and ninety percent of her breasts were still visible.

“I mean, showers are one of like, the only things I don’t do fast. So uh, yeah. Just, take your time eating dinner from now on. Pace yourself. Snack on celery sticks while you’re waiting for me to finish up,” Dash said, sidling into her room while Scoot sidled out. “Ya got me?”

“I got ya! I’m going to sleep now. Sorry again! Like, a thousand times sorry I should have been more-“

“Yeah, yeah, yeah. G’nite!” Dash shut her door and punched the lock, dropping her arm. Her breasts slapped heavily against her rib-cage and incited a little pain. They had to be emptied right now. Dash briskly walked to her private bathroom, put the seat down and, after maneuvering the suction cup around her areola, sat to begin pumping.

It brought her immediate relief, and after she finished draining her left breast she hefted her right and began pumping that one too. Milk sloshed steadily into the container, filling up swiftly as the machine emptied her jugs of their load. It made a little sense for Fluttershy to want to use this stuff to help out those orphaned animals. After all, she had reacted to it in such a positive way. As long as Fluttershy didn’t interfere with the routine that was carefully planned out.

Finally, she was done. Her huge breasts were back to being the soft, squishy sensitive fun-bags they were earlier today. Dash stuffed the two bottles into her mini-fridge by the bed and threw on an over-sized white T shirt. She’d bought a dozen of them at some store and it’s all she used for PJ’s nowadays. Jumping into her bed, she was about to grab a book off the top of her mini-fridge, when, instead, she leaned back against the pillow and stared straight ahead.

Spitfire, Captain of the Wonderbolts and no doubt the hottest one on their team, stared back at her with sultry bedroom eyes from across the room.

“Mm, never gonna get tired of looking at that,” Dash mused, hands slipping under the hem of her shirt to play with her nipples. The poster had been tacked on the wall of her house for years, displaying a portrait of Spitfire posing lewdly amidst a pair of her other teammates out of frame. She had one leg perched up on a rock and was unzipping her latex suit, goggles dangling around her neck. The outline of every powerful muscle on her body was incredibly clear, Spitfire was slightly taller and likely stronger than Dash was (although definitely less bustier now), and RD loved this poster of her to pieces.

Plus the way the lighting was set in this picture you could clearly see her nipples straining against the fabric.

“Unnn,” Dash bit her lip, snaking one hand down to her crotch. She squeezed her eyes tightly, imagining standing next to Spitfire, looking slightly up into those fiery orange eyes and embracing her, breasts mashing together in a heated kiss, Spitfires stronger arms encircling Dash’s back and squeezing her so tightly the air would rush out of her lungs in between kisses.

“Nnn, fuck,” her fingers were flying in and out her pussy, the other hand groping and gently squeezing her nipples, sending shocks of pleasure down her spine. Spitfire would hold her down, against the bed, paying close attention to her amazing assets as she kissed her way down her torso, fondling her breasts the whole way, before finally diving into her pussy and going to town and lapping everywhere, gripping Dash’s legs tightly and bringing her to higher and higher levels of pleasure.

“AH!” Dash gasped, arching her back. She was close, so close. Dash bit her lip, imagining Spitfire climbing in bed next to her, six feet of sexy and power, opening her long, muscular legs wide and asking Dash if she would service her too.

“AAH! AAAAHnnnnnnnngggfff!” Dash bit her pillow and thrusted her hips, toes curling as her orgasm exploded inside and washed throughout her body like a tsunami though a city. Fireworks went off in her mind, as she writhed in the pleasure of that sensation. It felt so good. So good. So fucking good. Dash rolled her head around, the intense orgasm slowly ebbing away, panting with the exertion of her orgasm.

Dash glanced wearily at her locked bedroom door. She oughta bite down on something throughout, just in case. Scoot was likely asleep anyway after that workout today. Reaching blindly to her left, Dash grabbed a water bottle on her bedside table and chugged half of it down, then she reached over, clicked the lamp off, and turned on to her side for some shut-eye.

This was going to be a good summer.

In the other room, Scootaloo yawned hugely, wriggling inside her brightly colored sleeping bag. The brief glimpse of seeing Dash’s amazing wet body fresh out of the shower filled her with a powerful desire. If Scootaloo weren’t so worn out she would have done something in the confines of her bedding...but sleep was overtaking her quickly. Scootaloo closed her eyes, the nude image of her hero still on her mind.

This was going to be a great summer.

Big Gains

“C’mon squirt! You’re slacking!”

Dash slowed down her sprint and stopped once she reached a bench. She and Scoot had just finished their run through Whitetail Woods. Well, almost finished, Scootaloo was lagging behind, but not because she was winded or tired as was the case a week ago. Dash just happened to have longer, stronger legs and was, of course, going to finish first. The water bottle Rainbow had left for herself next to the bench before her run was getting dangerously close to lukewarm. In ten seconds, Dash had cracked the cap and drank half of it. Scootaloo jogged up to Dash a few seconds after taking her drink, crouching down to get her own water bottle.

“Whew…how…how’d I do?” she asked, twisting the cap off her water bottle and guzzling the water.

“Waaay better than last time. I think you’ve got a new personal record,” said Dash, fishing her phone out from between her tightly squeezed tits and scrolling through her workout notes. “Seven whole minutes faster! Plus you didn’t stop for a breather at any time during this run.”

“I feel like I shoulda stopped. My feet hurt,” complained Scootaloo, switching from her crouch to sit on the ground.

“Lemme see,” Dash squatted down, her breasts straining through her sports bra. “Where specifically?”

Scootaloo grabbed the top half of her shoe to show, “Here, on the sides, and the front.”

“Hm,” Dash scanned Scootaloo’s sneakers,” Yup, there's your problem. The stitches on the sides are breakin’ off. I can see your socks through your shoe where it’s tearing on both sides,” Dash punctuated this by poking where she could see the white fabric, and then pressed her thumb against the tip of Scoots’ shoe. The bumps of Scootaloo’s toes were right there, pushing against the top.

“Geez Scoot, how old are your sneakers?” asked Dash, looking at Scootaloo incredulously.

“They’re uh, like, three years old, I think?” replied Scoot, absently scratching at her chest.

Dash raised an eyebrow at her.

“What? You know I’m mostly on my scooter with these things and not running… they wouldn’t wear out as fast. Plus, it’s not like they stopped fitting right all that time…” sighed Scootaloo.

“Well, in any case, these sneakers are toast. I’m not letting you run in broken shoes,” Dash stood up and gulped the rest of her water bottle. “C’mon, let’s go back to my place. You’re lucky that I make impulse buys, because I bought a REALLY cool pair of sneakers that are too small for my feet, but should be enough to fit you. I think you can have ‘em.”

Scootaloo gasped, jumping up in excitement, “Really!? I can just, have them? Just like that?!”

“Of course,” Dash grinned, already walking towards her house, “I’ll never fit in ‘em. Plus, I lost the receipt.”

“Thank you thank you so MUCH!” Scootaloo practically skipped after Dash, heading down the trail after her. After a few minutes Scoot stopped momentarily to peel off her old sneakers, following after Dash with her shoes in hand.

“So how cool are these sneakers anyway? On a scale from bleh to awesome?” asked Scootaloo, sitting on the floor of Dash’s room, peeling off her dirty socks and bundling them.

“Totally awesome! If I can just, find, these dumb things,” grunted Dash, tossing out all kinds of footwear from her closet floor. Scootaloo watched in mild amusement as slippers, sandals, boots, clogs, and all kinds of different pairs of sneakers landed around her. A pair of individually toed rubber… things landed at her feet and Scoot picked it up, intrigued at what the heck wearing this would feel like.

“Feels pretty weird, in case you were wondering,” Dash said over her shoulder, “Impulse buy. At that split-second I thought they were cool.”

“Yeah, they kind of look it,” Scootaloo tossed them behind her, wondering how much all this stuff costed Rainbow to buy. A giant sized pair of pink flip flops flew past her ear. Scootaloo picked it up and laughed at how huge it was. Size 15. More than twice the length of her foot!

“Why would you buy these, Rainbow?” Scootaloo clapped the two sandals together.

Dash rolled her eyes. “That was a gag gift from Pinkie Pie. She thought it would be funny because I made a joke about girls with big feet.”

“What was the joke?”

“Uh,” Dash paused her search, wincing. “It wasn’t a very good joke, actually.”

“Oh. Okay.”

“Aha, found it!” Dash exclaimed, pulling a shoe-box out from deep in the back of the closet. “Heh, I forgot they were in the box. Thought I just let them scattered on the floor. Check these babies out!”

“Whoa…” Scootaloo’s eyes went wide once Dash unpacked them and set them on the floor.

They were one of the more expensive brands of running shoes, like the pair Rainbow Dash had on currently. Each sneaker had a slightly different color variation, and looked like it was a pair of white sneaker that had been splashed with various buckets of neon bright paint. The laces were a criss-cross of different colors, and the signature of the designer of the sneaker was scrawled on the left shoe in bright gold ink. They were also high-tops, which provided some ankle support. Scootaloo just gazed upon them in their brand new shoe glory.

“Gimme your foot,” said Dash, sidling closer to Scootaloo and beckoning with her fingers. Scoot scooched forward and lifted her leg up.

“Wait, these aren’t my size,” Scootaloo groaned in disappointment, looking at the number inside the sole. “These won’t even fit me.”

Dash grabbed her around the ankle and pressed the bottom of her foot against the rubber underside of the shoe. To her surprise, the tips of Scootaloo’s toes were not that far away from a perfect fit. Maybe a few centimeters? Scootaloo’s eyes were as wide as frisbees.

“I think they’ll fit ya,” smirked Dash, dropping Scootaloo’s ankle and unlacing the sneaker, “so put some fresh socks on and try them out. They might be a little bit loose, but you should be fine.”

Scootaloo had some new socks on in a flash, and a few seconds later, had the shoes on and was walking around the room in them.

“These fit! I can’t believe they fit!” Scootaloo exclaimed, jumping up and down. “I’ve been the same size shoe for like, ever!”

“I bet your shoes fell apart because you’re just outgrowing those worn out things,” Dash stood up and inspected Scootaloo, who had stopped jumping to admire her new digs in the mirror. “I think you got taller too, Scoot.”

“No way! Am I taller? How do I check?” Scootaloo looked like she was going to jump up through the roof in her excitement.

“I check,” emphasized Dash, rummaging through her closet drawers. After a few seconds she pulled out a tape measure, tugging out a few feet of yellow plastic. “Step on this with your shoes off,” she directed.

Scootaloo immediately kicked her shoes off and stepped on the end of the tape measure, butterflies in her stomach. Dash ran her fingers up to the top of Scootaloo’s head, pinching her thumb where the tape measure lined up.

“How tall didja say you were, Scoot?”

“Four foot, ten inches!”

“Not anymore! Scootaloo, you are officially five foot nothin’.”

“NOWAY NO WAY!” shouted Scoot in excitement, turning around to look at the tape. Sure enough, where Dash had lined up her fingers matched. Scootaloo had grown a whole two inches taller.

“I can’t believe it! Best day EVER!” Scootaloo fistpumped, spinning in a little circle.

Dash beamed, crossing her arms under her bust, “Well, that is super cool to here. I guess my totally rad diet and exercise routine is just what your body needed. Now, c’mon, I think it’s time to do some lifting to celebrate.”

Scootaloo nodded in agreement, watching Dash saunter out of the room to her basement gym. As soon as Dash was out of sight in the hallway, Scootaloo pulled her arm through the hole in her T-shirt to scratch at her chest again. She had been itchy earlier, and the sensation had resurfaced. Or maybe it wasn’t itchy, her chest felt tender, moreso than it ever had. A couple days she had tripped on a tree root and fallen on the ground there. Was she just bruising now?

“Scootaloo! Are you slacking? I said lifting time!”

“Comiiiing!” called Scootaloo, slipping into her awesome new sneakers, wiggling her toes in the extra roomy shoes.

“So, how was your first real workout?” asked Dash, doing some post-workout stretching on the mat.

“You mean last week’s workouts were just warm-ups?” moaned Scootaloo, wincing as she stretched out her legs. Now that she was looking, she noticed her socks didn’t roll up as much past her ankle. It wasn’t like she had much personal time yet today to freely inspect herself.

Dash scoffed like a schoolteacher who was just asked for a third bathroom break. ”Of course. You don’t start climbing a mountain at the halfway point. Or something. Point is, things have to be gradual. Especially for exercise so you can adjust. Believe me, if I skipped last week’s plan and just went into this today, you woudn’t even finish.”

“Makes sense,” agreed Scootaloo, twisting her torso to grab her leg, and stretching that too. “I don’t feel as dead exhausted as I felt last week, even after doing some of the bench pressing.”

“Psh, believe me, Scoot, after we’re done here, you’ll be pressing that thing fully loaded as if it weighed nothing,” said Dash, encouragingly, pulling a seat at a small fold up table that was off to the side in the gym. It was currently carrying the burden of their phones, keys, and water bottles. And now, with Dash sitting there, both of her heavy tits resting on the table’s surface and revealing a veritable valley of cleavage.

Scootaloo laughed, walking over to sit, “You can’t even bench that much weight, Dash!”

“Well I’m not the one adhering to a super-strict diet and exercise regimen, you are,” Dash opened up a candy bar right in front of Scootaloo, and took a big exaggerated bite out of it. Scootaloo gasped, then started laughing from the absurdity of it. Dash gulped, then tossed the other half of the bar into the trash.

“That was waaay too sweet for me,” Dash took a mighty swig of water and rinsed her mouth. “No more comedy chocolate.”

“K,” grinned Scootaloo, fighting back her giggling. “So now what?”

“Now, Scoot, we arm wrestle,” Dash lifted up and firmly planted her elbow onto the table, opening her palm.

“…are you serious?” Scootaloo said uneasily, putting her elbow on the table as well. Dash's arm was firm, taut, and slightly slickened with sweat, her forearm muscles much thicker than Scootaloo’s own, and Dash’s bicep was popped out and bulging. It wasn’t bodybuilder extreme huge, but as far as Scootaloo could recall, was bigger and more prominent than any other woman’s she could recall seeing. It was like the size of a baseball, and nearly as intimidating as one flying towards her face.

“One hundred percent serious. As a weekly test of your strength, we’re gonna arm wrestle, and no playing around for me, I’m going to give it my all, every single time,” Dash balled her fist, knuckles cracking, “and every time, you’ll resist a little more, and get closer and closer to putting me down. A real test of your strength and a way for you to feel it.”

“Okay…” Scootaloo clasped her hand against Dash’s larger palm, squeezing tight, and looking into her rosy eyes with some determination.

“One.”

Scootaloo gulped.

“Two.”

Dash tensed her muscles.

“THREE!”

The table jumped from the force of Dash slamming Scootaloo’s arm down. Scootaloo yelped, swiveling in her seat. The sudden movement automatically made her adjust, and she stared sideways up at Dash (but mostly her incredible cleavage) in shock.

“I wasn’t kidding, squirt,” Dash grinned triumphantly. “Don’t sweat losing. A couple months and you’ll actually have a chance of winning. That’s why strength training is going to take a bigger role in our workouts in the coming months. A few more weeks of tandem running heavy cardio, and you’ll definitely have burned off your belly fat. Now, it’s meal time for you. Head upstairs while I go shower up, kay?”

“Kay,” said Scootaloo, rubbing the back of her hand and watching Dash sashay upstairs. She was just amazing looking in those spandex. As she was busy ‘mirin, Scoot realized she’d switched from rubbing her hand to scratching her chest again. Now that she was alone, she walked up to one of the full length mirrors and lifted up her shirt. Scootaloo gasped.

It was her belly fat, or lack thereof. Where once a little bulge stuck out in front of her, there was now none at all. Scootaloo reached down to her belly and traced her fingers along the smooth contours of her stomach. It was flat, smooth, and warm. She wasn’t even sucking it in or anything! The other cause for her discomfort was obvious as well. Her chest had been bothering her lately, and now she could see why. Where there was once flatness and near featureless features on her chest, were two slightly protruding puffy mounds. Her areola, which was nonexistent as far as she could remember, had darkened and spread around her nipples in a wide circumference, and her two little nipples had developed, lengthened and perked out. When Scootaloo pulled her shirt down and stretched it tightly, she could see the outlines clearly through her shirt. It was official! She was growing bigger there too!

Letting her shirt drop, Scootaloo bounded upstairs. She was so excited that she took two steps at a time. This month was going to be great.

Small clothes

“So, how’s it fittin’ ya, squirt?”

Dash smirked, watching Scootaloo fidgeting with the strap of her new bra. Or, sort of new. It used to belong to Dash last winter. Five days ago Dash had thought she was seeing some new developments under Scootaloo’s shirt while they were out jogging, and yesterday evening while they were doing sprints Scootaloo had finally complained about the growing discomfort under her shirt, much to Dash’s surprise. It was to her great amusement that Scootaloo perfectly filled out her old AA cup bra. It looked good on her too. In fact, Scootaloo had grown another inch since she last measured.

“It fits not so great, actually,” Scootaloo picked at the strap again, and played with her cups. “It fit great before. Does like, sweat make the bands get all weird?”

“Yeah… I never had a sports bra in that size. I would just bind my boobs with tape,” Dash raised an eyebrow at Scootaloo’s open mouthed reaction. “Not like, duct tape. Sports tape. Soft bandage things.”

“Is that comfier?” Scootaloo pulled on the strap. “I can feel it diggin’ into me Dash.”

Rainbow Dash nodded in the affirmative. “For the meantime, why don’t we do the binding. It’ll feel a little weird at first, but I guarantee it’s better than the walk-around bra you have on right now. C’mon, let’s go downstairs where I keep it. We need to do some lifting anyway.”

Scootaloo followed Dash downstairs, already unhooking the bra from the back, and slipping it off. It felt really tight and confining, far from the perfect fit it had been last night. The label on the inside read 32 AA. Maybe it shrank from the sweat.

Or, she was still growing.

“Found it, here,” Dash tossed the roll of tape over her shoulder at Scootaloo, who, while lost in thought, didn’t catch it in time, and it bounced off her forehead.

“Ow!” Scootaloo yelped, recoiling.

“C’mon Scoot its soft.”

“No, it uh, didn’t hurt Dash. I got startled,” explained Scootaloo, picking up the tape.

“Hehe, suuure you did,” Dash hauled some dumbbells off the rack, glancing at Scoot as she began binding her breasts back. Was it just her eyes playing tricks on her, or was Scootaloo looking really fit in this light? The hem of Scootaloo’s T-Shirt came up to just below her belly button, and the shifting of the fabric revealed flashes of her tanned light brown belly. There wasn’t an ounce of chub there! In fact, Scoot had the cut belly of somebody who’s never had sweets in her life. Dash glanced down at Scootaloo’s legs, her shorts coming up to mid-thigh now. Even her legs looked very defined, with outlines of her thigh muscles and solid looking calves.

“Damn, I am an amazing coach,” chuckled Dash, setting down the last of the weights for Scootaloo. Fifteen pounders to her thirties.

Scootaloo finished applying her binding tape. Straightening her shirt, she walked over to Dash seeking her approval.

“I think you may have put too much tape,” Dash said pointedly. “It’s making your boobs look almost two sizes bigger. Otherwise, good job. Shouldn’t come undone or anything.”

“Okay, that’s good,” Scootaloo flushed. There were only four bands of tape going around her chest front to back. “What’re we doing?”

“Arms today,” Dash picked up a set of weights for herself and seated herself on the bench. “Bis, Tris, Delts. All the arm groups, so we can build some muscle,” concluded Dash, her bicep bulging as she gave an exemplary curl of her weight.

“These are mine?” asked Scoot, placing her hand on the rubber end of the fifteens.

“Yup. Three sets of ten. Let’s go. Do as I do.”

Scootaloo seated herself on the bench next to her mentor. Copying the motion wasn’t difficult. It was a simple drop, and pull up routine. Immediately, she began pumping her weights in tune with Rainbow Dash. Inhale. Pull. Exhale. Drop. Simple exercise. The first set came and went with very mild difficulty as she got into the groove.

Sometime through the middle of her second set, Scootaloo realized her weights were feeling… too light. There wasn’t that much resistance in her arm when she was pulling back up. Scootaloo did a few more at a higher speed, but she was just not feeling the burn from these weights. It was like they weighed nothing in her grip. These were impossible to curl in her first week of strength training.

“Uhm, Dash. These dumbells aren’t good,” said Scootaloo, getting to her feet.

“What?” Dash grunted “Do you -grunt- mean?”

“I dunno. They feel too light. It doesn’t feel like I’m exercising. Let me get some heavier ones.”

Scootaloo walked over to the rack and put her weights back. Testing her threshold, she reached for a pair of thirty fives and grunted at their heavy weight. She couldn’t work with those, that’s for sure.

“Aim lower, Scoot,” Dash admonished, working through her last set.

The eighteens were too light as well. Scootaloo set them down and reached for a pair of twenty-twos. She curled them experimentally. Now these felt perfect! Scootaloo walked back to her bench to finish her workout.

Meanwhile, Rainbow Dash polished off the last of her reps, and studied Scootaloo's method. Or more specifically, her arms. They weren’t twig thin anymore that’s for sure, in fact, Dash could see real muscle bulging through Scootaloo’s arms with every rep. Each muscle swelled and flexed with every pump of her arms. Watching them was almost hypnotic. With every rep it almost seemed like they were getting even larger than before. It was a far cry from the twiggy little arms of when she first started.

“Now that’s progress!” exclaimed Dash, as Scootaloo completed the three sets with both arms. Let’s keep up with the rest.

After they finished all the exercises and stretches, Scootaloo joined Dash at the small square table for arm wrestling. Clasping their hands together, Dash could see up close the muscles in Scootaloo’s arm. They looked like the size of small lemons. Pretty big gains for nearly three weeks of intense exercise.

“ ONE, TWO, THREE, GO!” Dash barked, swiftly pinning Scootaloo’s arm down with a light thonk. Not as swift as last time. There was definitely more resistance.

“Darn it,” Scootaloo stuck out her tongue at the victorious Dash.

“We’ve just got to keep it up, Scootaloo, we’re making excellent progress. ” Dash stood up, and turned to go upstairs. The tightness in her chest was getting uncomfortable. It was time to drain them for the day.

“See you upstairs!” called Scootaloo, rushing herself to the kitchen. She was absolutely ravenous! In an instant, she’d found her portioned out box and gobbled it down, downing the whole container in less than two minutes. Throwing the fridge back open, Scootaloo found the small milk container and guzzled it in less than nine seconds.

“Aah,” smacking her lips, Scootaloo put the containers in the sink, rinsing them. As she did, her stomach groaned in protest.

Scootaloo patted her lean stomach. “How are you still hungry?”

More gurgling in response.

“Fiiiine. I can’t go to bed hungry anyway,” Scootaloo opened the fridge again, looking for the big dish of chicken Dash had grilled earlier in the day. It was supposed to be untouched until Dash portioned it out. Unfortunately, the gnawing hunger in her gut won over the idea of leaving it alone. Scootaloo wolfed down two big cutlets, and downed another container of that delicious milk. Now she felt better!

“All yours!” Dash yelled from her bedroom.

“Coming!” Scootaloo stuffed the second milk container into the dishwasher.

“I used all the hot water so prepare for a cold shower,” Dash said casually, sauntering into the kitchen, her skin flushing, and showing off plenty of cleavage in her robe.

Scootaloo was about to whine when she caught herself. “Are you messing with me?”

“Yup!” Dash snickered. “Waters fine, go right ahead!”

“I’m not falling for that anymore!” Scootaloo bounded past Dash, into the bathroom for her shower. She stripped down, kicking her shorts into the corner, followed by her sweaty t-shirt and her panties. Finally, she unraveled the tape binding her breasts back, reveling in the freedom. The vent in the ceiling whirred loudly, and before stepping into the shower, Scootaloo caught sight of herself in the full length mirror next to the towel rack.

Firm, strong legs tapered up to her waist, which, as she dragged her fingers up her thighs to her hips, were looking slightly wider than she remembered. Her smooth, flat stomach was a marvel. As she inspected that, Scootaloo swore she saw the faint outlines of her abdominals, then up to her breasts. Scootaloo cupped the undersides of both, hefting them up and down a little. They were incredibly soft, and had some weight to them. They filled out her palms just so, which was surprising, since they were so small a week ago. The overall color was slightly lighter than everywhere else, which was a nice contrast to her brown skin tone. At the crest of her dark brown areola were the two nubs of her nipples, which had stiffened from the cool air and sudden attention. Scootaloo played with them, giving the tender points a light pull and twist, eliciting a soft, sexy moan. Wanting to see her backside, she swiveled and bit her lip. Was her ass always this great looking? Her buttocks were tight and firm, curving nicely above her thighs, and the dimples above them added to the effect. Scootaloo gave the left cheek a squeeze and cooed at the sensation.

She was hot.

Scootaloo twisted the shower knob and jumped inside, spraying herself with the warm water. She soaped herself up, shampooed her short purple locks and then immediately resumed playing with herself, her eyes shut and thoughts drifting to Rainbow Dash. Instead of just massaging her clit, her other hand found itself at her breasts. Touching, squeezing, tugging; everything about them felt so good! Scootaloo gasped, pulling a nipple and squeezing her breast. She was close to finishing, very close. Her orgasm fast approaching, Scootaloo laid down in the tub to get better access to her heated slit, fingering herself madly and alternately playing with her nipples until finally, like a crushing tidal wave, her orgasm washed over her and throughout her entire body, the sensations pinballing back and forth. Scootaloo clenched her toes and began to scream in pleasure, managing to bite down on a washcloth to muffle herself as the orgasm rocketed through her body like a torpedo without a target.

Finally, the powerful sensations began to ebb away. Scootaloo gingerly got to her feet, rinsing herself off where she missed before her self-play. Scootaloo stepped out of the shower, quickly dried her hair and wrapped the towel around her body. The edge of the towel only reached her calves now. It was like a blanket her first week here. Another surprise caught Scootaloo’s eye before she left, was that with the towel tightly bound around her, she actually had cleavage on display! Not as amazing as Rainbow Dash, but cleavage nonetheless.

Scootaloo walked out of the bathroom feeling like a million bucks, eagerly looking forwards to what next week would be like for.

New Old Clothes

“FASTER! C’MON SCOOTALOO, PUSH YOURSELF HARDER!”

The shrill blast of Dash’s whistle rang through the air. She was standing at the finish line of the track, whistle in her mouth, stopwatch nestled in her breasts. The temperature had climbed into the eighties and both Scootaloo and Dash were soaked in sweat from their endurance day. Dash had gone first and completed her laps while Scootaloo hydrated, which also let them time each other for laps. Scootaloo was on her fifth and final one. Dash watched in anticipation as Scootaloo rounded the corner into the home stretch. She was barreling down the track as fast as she could, huffing and gasping with each step. Dash pulled the stopwatch out and, as soon as Scootaloo hit the line, punched the button.

“WHOO! You did it! Congratulations, Scootaloo! You broke your personal record by like, FOUR whole minutes!” Dash said excitedly, checking the notes on her phone.

“YES!” Scootaloo did a half-jump, and quickly resumed downing her bottle of water. In seconds she had drained it, and was cracking open her second.

“Glad I brought extra, huh?” Dash walked over and took a swig. “We’re done for today, so let’s head inside before it’s dark.”

“Mhm!” Scootaloo nodded eagerly, grabbing the water pack and strolling after Dash.

“Okay, that was great, Scootaloo, but I think you might have gone a little bit better on that run,” said Dash, as she walked into the house and kicked off her shoes.

“You think I should’ve had more water?”

Dash shook her head. “No, Scoot, it looks to me like you’re… what’s the word for it… Constrained.”

“My clothes?”

“Yep.”

Scootaloo looked herself over. In another twelve days she had grown three whole inches, putting her up to almost five foot-six. The T-Shirt she was wearing was tighter around the collar thanks to her growing body and enlarging traps. It was so tight that it was like a second skin, and the sweating made it even more so. Scootaloo’s breasts had continued to grow, putting her firmly into the C-cup range, and tented out the front of her shirt very noticeably. It also completely revealed her midriff, exposing three lightly defined rows of abs. Her widening hips and thickening thighs had pulled her shorts up so high they were clinging to her like spandex, and were stretched tight all the way around thanks to her plumping rear. Even her socks barely came up to her ankles now.

“But I like my clothes!” said Scootaloo.

“Bet you do, Scoot, but you’ve outgrown them,” said Dash, her eyes roaming over Scootaloo’s cut legs. “There’s a big difference between form-fitting and too small. Don’t tell me you like forcing your head through that tie-dye shirt you have on.”

Scootaloo sighed. “I don’t…”

“Nobody does. Listen, you’re getting close to my height now, so how about I let you have some of my older, kinda worn out but still okay clothes to wear? You can’t run in this stuff!”

“Alright…” Scootaloo peeled off her sweat soaked shirt, right in front of Dash, holding it in front of her like a dying pet. “I made this with Sweetie and Applebloom like, forever ago…”

“Right.” Dash blushed, looking Scootaloo over. She was going to have a figure as nice as she did soon, keeping this up. The sweat had soaked through to the straps binding Scootaloo’s burgeoning assets, and they looked like they were fighting to stay in those bandages, the two nubs of her nipples poking obviously through the tape. Her broadening shoulders flowed into her stronger looking arms, and her chest muscles were even developing well, the bigger pectorals pushing her growing breasts up and out, making them even perkier than they already were. Scootaloo now had a very tantalizing body and Dash wasn’t sure if Scoot realized it.

“Uh, this way,” Dash beckoned Scootaloo down to her bedroom, realizing that she’d been staring at Scootaloo a bit longer than was wise. Good thing Scoot had been lost in thought over her shirt.

“Okay, here we are. Buncha shirts and a buncha shorts I don’t wear anymore,” said Dash, pulling out clothes from a beat-up grey tub on the floor of her closet.

“These are nice!” exclaimed Scootaloo, examining the garments Dash had tossed her way. “These don’t look old. Most of these are good stuff.”

“Yeeeaah, they’re a little worn and faded in some spots. They should last you too. Also, the material they’re made out of won’t get you as soaked compared to the cotton tees,” Dash unfolded a bundle of her modified T-shirts, with rips going down the neck and also at the sides below her arms. “These oughta be okay too, even tho I kinda shredded them.”

“Cool! Thank you so much!” Scootaloo immediately threw on one of the plain white tees. They didn’t fit perfectly, a little loose around the stomach and a little tight in the arms, but otherwise, it was a good fit.

“No prob,” Dash tried to not look at the exposed cleavage. “We oughta get up and start lifting for today…”

“Okay!”

“Be sure to put all your old clothes away so they don’t mix with this stuff I just gave you. Putting on the wrong outfit and constricting yourself is no good.

“Gotcha!”

“Let’s go, Scoot.”

They both got up from the floor, Scootaloo bundling everything under her arm and leading the way. Dash followed closely behind, eyeing the outlines of Scootaloo’s back muscles rippling under her old shirt. It occurred to Dash that Scootaloo was getting really close to her height now. She was staring at the back of Scootaloo’s head. There’s no way Scootaloo was going to keep growing like this. Puberty had to slow down eventually. Right?

“Alright, Scootaloo, good workout today!”

Dash racked her thirty fives. Usually she picked her normal weight at thirty. Today though, Scootaloo had insisted her twenty two’s were no longer a challenge. The thirties had been perfect on the other hand. So, Dash had moved up five pounds and did more sets with less reps. Those weren’t a challenge challenge, Dash had told herself, but something she’d be moving onto anyway. Nonetheless, her arms were feeling the burn.

Scootaloo had already racked her weights, and was sitting patiently in her chair at the time. Arm-wrestling time. The boisterous girl was sweaty, but didn’t seem visibly tired from their exercising today. Dash held her breath for a split second. An extremely brief shadow of a doubt had just crossed her mind.

“We’re doing the run after this, right?” Scootaloo asked, stretching her arms and legs straight out, then relaxing them.

“You bet,” Dash said, taking a seat across from Scootaloo. “Right after this.”

They locked hands. Maybe it was just the workout, but to Dash’s eyes, Scootaloo's bicep looked just a little smaller than her own did.

One.

Two.

Three!

Dash went for the slam, only to be caught by Scootaloo resisting hard. She was holding her ground only a few inches away from the table’s surface! Dash clenched her teeth. She was so close! With some extra effort, Dash slowly brought Scootaloo's hand down to the table.

“WHEW!” Scootaloo stood up, shaking her hand. “That was awesome!”

“Yeah, it wasn’t a total landslide like usual,” there was a hint of concern in Dash's voice, despite her victory. “C’mon, let’s get jogging.”

“Last one to the door has to carry the bags!” shouted Scootaloo, slipping past Dash and charging up the stairs.

“We’ll see about that!”

Dash pursued Scootaloo up the stairs, hot on her tail.

Looking Up

THWAP THWAP THWAP

Dash groaned, twisting in her sheets.

THWAP THWAP THWAP

“The heck is that noise…” Dash mumbled, glancing at her digital clock. The alarm was set to go off in five minutes.

THWAP THWAP THWAP

Going back to sleep was pointless. The alarm clock was about to start beeping anyway. Dash yawned, rolling out of her bed. At least it wasn’t super early. Since she had a morning workout planned, Dash threw on a pair of shorts and stuffed her big breasts into her sports bra. Once she’d laced up her sneakers, Dash ventured down the hallway to find the source of the noise.

THWAP THWAP THWAP

“Hm,” Dash rubbed her eyes and yawned. The noise was getting louder. Dash realized it was coming from downstairs. It had to be Scootaloo. But working out so early?

THWAP THWAP THWAP THWAP THWAP

Sure enough, there was Scootaloo in the middle of the gym jumping rope, back facing her.. She was sweating from the exertion and skipping the rope pretty fast. No wonder it was so loud. Scootaloo was wearing a small pair of shorts that hugged her shapely butt, those cheeks bouncing in tune with her jumps, and was wearing one of the form-fitting long-sleeve shirts Dash had given her. A little extra time was spent studying those cheeks as Rainbow approached.

“Ninety Nine, Hundred,” Scootaloo breathed, stopping her exercise and panting.

Dash cleared her throat loudly.

“Rainbow Dash!” Scootaloo wheeled around guiltily. I was just uh, I woke up early and got bored waiting. So I had my breakfast and just came down here to do some warmups!”

“I getcha, but the jump-roping is kinda loud, pushups, situps. Those are fine, and also…”

Dash paused, her tongue caught in her throat when she got close enough to be face to face with Scootaloo. Or almost face to face. Dash felt her jaw drop, realizing that she was looking UP to meet Scootaloo's gaze.

“You’re taller than me!” choked Dash, completely thrown.

“Oh my gosh!” Scootaloo took a slightly closer step to Dash. “OHMYGOSH I AM!”

Rainbow Dash looked down to see for a second if maybe she were standing on the floor instead of the mat. She was hoping that was the case.

It wasn’t. It was worse.

Scootaloo was barefoot.

“Quick! Take your shoes off!” said Scootaloo excitedly

Dash complied, kicking off her shoes, and sinking a little further down. Dashs eyes were now level with Scootaloo's nose.

“This is so unbelievable! I’m taller’n you!” Scootaloo was breathless, a huge smile on her face.

“Yeah... I can’t believe it either,” Dash felt her head swimming.

Scootaloo bolted across the room, fishing in the cabinet for the tape measure, while Dash stood there stunned.

“Measure me?” asked Scootaloo, handing the measuring tape to Dash. Wordlessly, Rainbow unraveled the tape and lined it up against Scootaloo’s lightly muscled back.

“5’9”, Scoot. You’re 2 inches taller than me now,” Dash couldn’t believe it.

“OHMYGOSH OHMYGOSH!” Scootaloo excitedly bounced around the room.

Dash stood stock still with the tape in her hands. How tall was Scoot last night? Weren’t they close to the same height yesterday?

“Alright, alright, congratulations. Get your shoes on. We’ve still got some lifting to do,” Dash finally said, collecting herself.

“About that…” Scootaloo began, walking over to her flashy sneakers. She rolled a sock on her left foot, and tried to put the shoe on.

“I outgrew it,” said Scootaloo with a hint of pride.

Walking over with some trepidation, Dash bent down and placed her thumb at the tip of the shoe. Sure enough, her toes were pressed hard against the top of the mesh.

“Jeez Scoot, these fit you just fine last week,” muttered Dash in disbelief.

“Not anymore!”

“Gimme your foot,” Dash snapped her fingers, taking a seat on the mat. Scootaloo smugly presented her right foot. Dash grabbed her ankle and held it firm. Just like last time, she pressed Scoots foot against the rubber underside of her sneaker.

The grin on Scootaloos face was a mile wide. They were the same size now! Scootaloo happily wiggled her toes.

“No way…” Dash felt her mouth going dry, dropping Scootaloo’s foot. “I’ve…I’ve got a pair of my old sneakers in my closet. On the floor. Back left. Baby blue. You can wear ‘em.”

In a flash Scootaloo was already bolting up the stairs. Rainbow didn’t even have a minute to reflect before the teen had bounded back downstairs, proudly showing off Dash's old digs.

“Fits almost perfect!” Scootaloo beamed.

“Almost?!”

“Well, it’s a tiny bit tight in one part. My foot must be a little bit wider than yours,” said Scoot, posing in the shiny blue sneakers. “Let’s get lifting!”

During their whole routine Dash felt off. It was as if she were just going through the motions. She kept missing the count on her reps, and forgetting to breathe in and out properly when she lifting. Scootaloo had kept her wholly distracted. For the second time that morning Dash’s jaw had dropped once Scootaloo put down her forty pound dumbbells in favor of the forty-fives. She was pumping that iron as if it were nothing. Dash kept up her thirty-fives, momentarily trying out the fort-five when Scoot wasn’t looking. Despite her best effort she could only manage two curls before giving in. Still wanting to push her limits, Dash put on fifteen extra pounds over her threshold on the barbell. It felt good finishing that set. She wasn’t out of shape or anything.

It was a huge shock to her when Scootaloo walked over, tested the weight, then added fifty more pounds to the bar on top of what Dash had. Dash simply watched as Scootaloo belted out fifteen reps, grunting softly as the bar went up and down at a leisurely pace. It was hard to concentrate on anything else. Dash watched Scootaloo work, pumping the bar, listening to the quiet gasping count on her second set, looking at the beads of sweat rolling down the cut muscles along her thick legs. Legs that looked almost as well-muscled as her own...

Finally they were both finished. Dash was drinking some water by the rowing machine when Scoot sat down at the table and rapped her knuckles on the wood. It was arm wrestling time.

“Okay,” said Dash, gingerly joining Scootaloo at the table. When they clasped their hands together, Dash stared at the bulging muscle outlined by the tight long-sleeve shirt Scootaloo was wearing. A muscle that looked a tiny bit larger than her own.

1

2

3

Dash flinched at the force behind that push, her hand several inches above her end of the table. Gritting her teeth, Dash began to fight back, pushing Scootaloo's arm towards the middle and regaining lost ground. Scootaloo grunted and held the middle for a good twenty seconds. They were evenly matched! Baring her teeth, Dash braced herself to push as hard as she can, and with a surge of adrenaline, slowly but surely pushed Scootaloo’s arm all the way down.

“PHEW!” Dash stood up and wiped her brow. “That was a close one.”

“I almost had you!” said Scootaloo, not looking nearly as winded.

“Key word: almost,” Dash pointed out, taking a quick swig of water.

“I betcha I would have gotten you if I wasn’t exercising so hard right before this,” teased Scootaloo, throwing her head back to guzzle her water bottle dry. She crushed the empty plastic container in her grip and tossed it into the nearby bin.

Unable to think of a proper comeback, Dash simply took another small swig and eyed Scootaloo. She was still struck that she had been surpassed in height. Now that she had another few seconds, Dash noticed how far out the front of her T-shirt was stretched. There were three stress lines tightly pulled across the front of Scoots’ shirt. Those surely must have also grown. They had to be pushin’ DD by now.

“Cardio time, squirt,” Dash said, then flinched internally.

“Can’t call ME squirt anymore,” Scootaloo laughed, stretching her long, thick limbs, “maybe I oughta start calling YOU squirt, Rainbow Dash.”

“You do and I’ll have to ask your parents for a super embarrassing nickname to start using instead,” threatened Dash, with a sly grin.

“You wouldn’t! Would you?”

“Start callin’ me squirt and find out.” Dash grinned.

“I’m sorry! I was just kidding Dash!”

“Ppppft,” Rainbow Dash almost doubled over. “I’m just messin’ with you. Ya gotta quit takin’ what I say so seriously, kid.”

Scootaloo chuckled nervously. “My bad.”

“No biggie. C’mon, let’s grab some quick grub and split.”

After another record breaking run, Scootaloo and Dash returned to the house. Now that Scootaloo had the longer stride it was Dash who was almost having trouble keeping up with her. They were neck and neck most of the time out in Whitetail Woods. The whole time out Dash figured it was just the heavy weight on her chest that was holding her back. Thing was, Scootaloo’s own expanding assets (while nearing the size of Dash's jugs) also had to have some impact. This weighed heavily on Dash’s mind the whole walk home.

“Tomorrow we might not be running outside at all,” said Dash, stepping inside and kicking off her shoes.

“Why’s that?” Scootaloo was right behind, pulling off her own sneakers with a little difficulty.

“Might rain all day. Can’t have all summer with just sunshine,” she turned to grin at Scootaloo, tilting her eyes a little upwards. This was not something she was going to get used to quickly.

Scootaloo sighed, shrugging her shoulders, causing her lats to bulge out. “Makes sense, so what will we do instead?”

“Me?” Rainbow laughed, swishing her prismatic hair out of her eyes. “I’ll be chilling. Do some laundry. Probably cook somethin’ for the week. As for you, I know you’ve got some summer reading to take care of.”

“Ugh. Aww c’mon. Really?” Scootaloo flopped into the sofa. “I was hoping you’d forgot about that.”

“I never liked school stuff either. In fact, I’d rather you not do it. Your parents would probably never ever ever let us hang out together like this if you skipped doing it.” Dash twisted open a fresh bottle of water to drink and leaned against the counter.

“Alriiight,” Scootaloo stretched out on the couch and dug one of the books out. “I’ve only got three books to go through anyway.”

“That’s the spirit!” said Dash encouragingly.

Rainbow walked over to the end table and noticed that Scootaloo's sleeping bag was rolled up and stuffed underneath. There were some other schoolbooks that had been haphazardly piled on top.

“Hey, isn’t this your bag?”asked Dash, nudging it with her foot.

Scoot glanced up from her book. “Yep.”

“Don’tcha usually leave it rolled out over there?” Dash motioned to the opposite side of the table.

“Yep. I had to put it away.”

“How come?”

“I don’t fit in it anymore. I had to start sleeping on your couch. To be honest, it’s way comfier than the sleeping bag.”

“Oh,” replied Dash, a slight chill going up her spine. “Okay then. Just make sure you uh, don’t leave your blanket or pillows on it. In case I feel like sitting on it.”

“Sure thing!” Scootaloo smiled warmly, returning to her book, her foot bouncing a little beat against the couch as she read.

Rainbow Dash walked over to the kitchen slightly lost in thought. Over the past month or so Scootaloo had grown a foot taller. Not only that, but every couple of days she was putting on another couple pounds of muscle. It was a little alarming to her that Scootaloos physique was close to equaling her own. A smaller part of her already postulated that it was more than close. As Dash prepared her meal she felt another shiver run down her spine.

Just what would next month entail?

Shredding Old Threads

By next week Scootaloo had shot up another two inches, bringing her to five-foot-eleven. It was a staggering change for both of them. Rainbow Dash had to alter Scootaloo’s prepared meal plans after the growing teen had confessed to sneaking extra food to curb her appetite. Now that her calorie intake had been adjusted it seemed to be accentuating her growth even faster. Looking up to the once much smaller girl was still difficult for Dash to get used to. Outside on the runs, Scootaloo broke nearly every one of her personal records, and was consistently ahead of Rainbow Dash in all of them: time, speed, laps, sprints. Everything. It wasn’t like Dash was complaining though. A lot of her time was spent staring at Scootaloo's jiggling rear, which left little to the imagination based on how form-fitting the dolphin shorts she was usually wearing.

It was during their workout for the day in the gym that Dash finally got bested at her favorite test of strength.

“Okay, that’s it for today. Mealtime!” Dash finished her stretches and walked over to the door.

“Wait a sec,” said Scootaloo, lightly jogging over from the lifting area, where she was racking her fifty-pound dumbbells. “We still need to arm wrestle!”

Dash froze, gulped, and turned around to Scootaloo. Her heaving chest pushed out the front of her shirt an extreme amount, three deep stress lines conveying the fabrics struggling to hold back her bountiful bosom. It was cut low, exposing the three ridges of Scootaloo’s well-defined abs, which flowed down to defined pelvic muscles before the hem of her shorts began. It was slightly intimidating. Scootaloo just oozed physical power at this point, and the small fold up chair creaked ever so slightly as she settled down at the table.

“My bad, I... wanted to sink my teeth into some food,” Dash chuckled nervously, meeting Scootaloo at the table. They clasped hands, and Dash’s eyes widened at the size of Scootaloo bicep. It was now noticeably bigger than her own, with a single blue vein running across the crest of it. It looked as big as a softball. And much harder.

“One”

“Two”

“THREE!”

They tensed, and Dash hitched her breath, her arm immediately forced hard onto her side of the table. Dash collected herself, holding back and trying to meet in the middle, but Dash could only budge a little bit in the other direction. Scootaloo redoubled her effort, pushing Dash's arm down even further. The furthest ever. The wood of the table was only a few inches away from her knuckles now. Dash growled, trying to muster the strength and energy to fight back and bring her arm up. Dash barely managed to move back in the other direction an inch, but the burst left her and she couldn’t hold out anymore. She wasn’t strong enough.

Thunk.

“I did it,” Scootaloo whispered in awe, withdrawing her hand. “I beat you in arm wrestling! I DID IT!” Scootaloo jumped up triumphantly, fist-pumping and spinning around. “I DID IT! I DID IT!”

Rainbow slumped back in her chair, panting for breath. “Yep, you finally got me Scootaloo. Fair and square,” she paused for a second, taking in the fact that just happened. “Way ahead of schedule too… am I the best trainer ever or what?”

“The best!” Scootaloo finished her little victory dance and grabbed her towel. “I didn’t think this would ever happen. Whew. Wow!”

“Wow is right. Speaking of wow, let’s just hope you quit growing sometime soon. These ceilings only go up to like, seven feet-ish down here,” Dash stood up, heading to the door.

Scootaloo laughed, “Good point, maybe I’ll stop at six feet by next week.”

By next week, Scootaloo didn’t just hit six feet, she blasted right past it to a little bit over six-foot-two. Shirts and shorts that used to fit Dash perfectly now looked glued on to Scootaloos expanding body. All her shirts would reveal Scoots hardened midsection no matter how much they were tugged down, especially since Scootaloos breasts continued to push the front of her shirt out more. Even the largest night shirts Dash owned exposed the bottom row of Scootaloos bulging abs, and her breasts had to be E cups by now. Or bigger. It was hard to tell since she continued to bind back her breasts. Dash could tell that this solution wasn’t going to last much longer. Scootaloo had to use more and more of it just to keep them from flopping out during their runs.

It wasn’t just Rainbow who was taking a keen eye. With her powerful, growing body, Scootaloo herself spent a lot of time admiring herself in the mirror. There were a lot more defined muscles on her body now. The bulging lats, her raised traps, the impressive biceps and fetching calves: Scootaloo loved everything about her body now, and that it was catching Dash's eye as well.

Rainbow tried to be subtle about looking. Usually when Scootaloo’s wide back was turned or when she was playing with her phone. Scoot caught her the first few times and thought there was something on her skin or ripped clothes. The not so subtle lip bites were all she needed to see to confirm Dash had some degree of attraction towards her. It made Scootaloos heat beat like a drum in her chest. It also motivated her to be a bit more showy.

Now whenever Dash was around, Scootaloo would drop something, then bend over to pick it up slowly and present her big, wide ass towards her mentor. Every time she drank some water out of her bottle she flexed her biceps and placed a hand on her hips, thrusting one leg slightly forwards. It was a sort of little teasing game. How much could she get away with showing off before Rainbow would snap out of her gaze with a blustery unrelated comment.

The best moments were on their daily runs. Scootaloo could now outpace Rainbow Dash at every event. Leaving her mentor in the dust was a delicious, however, Scootaloo maintained a short distance in front at all times. It wasn’t like she had to look over her shoulder to know that Dash was looking over her big, muscular body; Dash was staring so hard she could feel it.
Especially during stretches.

One day while running outside back home Dash noticed that Scootaloo was lagging behind her a little, and slowed herself to a jog.

“C’mon Scootaloo pick it up!” yelled Dash, glancing back at the six-foot-three teen running behind. Rainbow continued forwards another few yards before an odd tearing sound filled the air.

“OW!” yelled Scootaloo.

Dash turned around just in time to see Scootaloo fall forwards onto the dirt, dry red dust billowing out around her.

“SCOOT!” Dash skidded to a halt and ran back towards Scootaloo, who was just maneuvering herself to a sitting position. “SCOOT! YOU OKAY?!”

“I skinned my elbows,” said Scootaloo, bending her arm so Dash could see. Rainbows attention darted to those softball sized biceps first before flitting towards the slightly bleeding elbow. It was superficial. Nothing terrible. A thin trickle of red seeped between the small cuts.

Dash inspected her other elbow. "Nothing feel broken or hurt?”

“Nah.”

“How’d you trip?”

“My feet,” Scootaloo adjusted her legs, so she wasn’t sitting on her knees. Rainbow Dash gasped when she saw her shoe.

Scootaloo’s toes had burst right through the worn front. They were sticking out so far from the tip of the shoe that the base of the toes didn’t even start until past the shoes broken tip. The sides had been split near the top half as well. No wonder Scootaloo was lagging behind.

“How long were you stuffing yourself into these?” Dash demanded, tugging the ruined sneaker off of Scootaloo’s foot.

“A few days,” said Scootaloo, gingerly removing the other shoe.

Dash scoffed. “Why? You shoulda said something a week ago. Remember what I said about running in shoes like this?”

“I know I know I know but,” Scootaloo trailed off, looking away, "I felt like, that was the last pair of sneakers that could fit me. If they didn’t last me, I’d be out of sneakers to wear.”

“Scootaloo, c’mon,” Dash looked up at Scootaloo understandingly. “Breaking sneakers doesn’t mean the end of our training. It just means we’ve got to break our rule and go to town and get some new stuff.”

“I don’t have any money for new stuff though…”

“Don’t sweat it. I’ve got you covered. We’ll go shopping in a couple days since it’s gonna be pouring out tomorrow."

“You mean it? You’d do that for me?”
'I’ve had your back all summer so far,” grinned Dash.

“Thank you so much!”

Scootaloo grabbed Dash in a strong bear hug. Dash gasped, Scootaloo’s big breasts squishing on top of her own. The force from it drew nearly all the air from her lungs. Dash patted the teens muscular back a few times.

“Sorry! Guess I don’t know my own strength!” Scootaloo laughed, releasing Dash.

“It’s alright,” said Dash with a slight grin. Her shoulders felt a little achey. “Let’s go inside.”

Scootaloo peeled off her destroyed footwear and led the way back to the house. Dash followed close behind, her eyes roaming up and down Scootaloo’s backside. Watching that ass swaying back and forth almost made up for her old sneakers being destroyed.

“Alright, we’ll go tomorrow first thing in the morning. I’ll just make tomorrow our rest day and then Sunday we’ll just resume.”

Dash emptied her pockets onto the counter noisily.

“Sounds cool to me. Boy, wait till my friends see me!” Scootaloo exclaimed, striking a classic double biceps pose, her grapefruit-sized muscles popping out, chest straining her running shirt almost to the breaking point. There were even small tears forming at the sleeves stitching.

“Wait till EVERYONE sees you,” Dash said after a few seconds of staring at Scootaloo. “I guess we’ll have to get a ride into town since I’ve got nothing that fits your feet anymore. So, tonight, have your meal and then just finish reading your books if ya can.”

When Scootaloo nodded in agreement Dash grabbed her cell and headphones, heading downstairs while Scootaloo dove into the fridge.

“Cripes, what is she doing to me?” Dash muttered, finishing her curl. “I can’t even concentrate when she’s NOT here.”

Dash had been doing her typical exercise regime for half an hour, covering her arms, back, and core. This time she was attempting ten pounds over her limit. Sweat was rolling off her face and arms. Her colorful ponytail was damp where it touched the skin of her back. It wasn’t extremely difficult. At least not physically. Mentally, though, Dash was cycling through images of Scootaloo from their run all day. It was at the forefront of her thoughts and she couldn’t shake the teen out of her head. Dash kept forgetting what set she was doing for her exercise. The music playlist hadn’t helped drown out her thoughts either.

Something caught Dash's eye and she turned around to see Scootaloo a bench behind, back turned to her.

“What the-“ Dash pulled out her earbuds. “Scootaloo?! Whatcha doin’ down here?”

“Lifting,” grunted Scootaloo in response, looking over her shoulder. “I finished the last, ngh, chapter of my book.”

“I know what you’re doing, but why?”

“Got bored upstairs waiting,” Scootaloo exhaled, lowering her arm for a few seconds before doing her next set.

Dash furrowed her brow. “You can’t just come down here and workout without any shoes.

“Why not?” Scootaloo lifted her legs and rotated herself to face Dash, looking down on her quizzically. “Don’t you want me to stick with the program? You said tomorrow’s the rest day, and I didn’t lift for today yet.”

Dash gulped, looking over Scootaloo where she was seated. Couldn’t tell for sure, but she could swear that Scootaloo was bigger than she was an hour ago. In the girl’s hand was a sixty pound dumbbell.

“It’s just, yeah, I would like to watch- I mean let you to lift for t-today,” Dash coughed, clearing her voice. “But, you aren’t equipped for it! You don’t have any shoes on! Right now Scoot, you’re running the risk of hurting yourself.”

Scootaloo leaned back for a few seconds, raising her beefy arm up to scratch the back of her head, thinking over the statement. Dash just ogled in silence at the size of those muscles -they looked almost as big as a honeydew melon. They had to be eighteen inches around or more!

“I think I’ll just keep going,” Scootaloo finally said, resuming her curls. “Even if I was wearing shoes, if I dropped this sixty pounds on it, then it would probably break my foot anyway. So there’s really no difference. Right?”

“I…” Dash paused, thinking that over. “I guess so?”

“AH! There,” Scootaloo finished her curls and grabbed another sixty pound dumbbell, and stood up. “Time for flys. So yea, I should be good.”

“Right… well, I’m… done for the day,” Dash stood up to rack her weights and inhaled sharply. Her eyes were level with Scootaloo's shoulders now! Dash glanced down to Scootaloo's feet, realizing that since she still had sneakers on, she was just slightly shorter than that right now. Her sneaker looked much smaller comparatively too. There was no way she’d grown that much in such a short amount of time, yet, there was no other explanation. Rainbow headed for the door, her head swimming.

“Sure you don’t wanna stay?” Scootaloo called just as Dash reached the doorway.

“Y’know, in case I do anything wrong or you feel like teaching me something,” Scootaloo added when Dash didn’t immediately respond.

“Uh,” Rainbow gulped, she had been staring again. “Your form is good. And you've had no problems since we first started. I dunno about that. I still need to have my meal and-“

“I’d really appreciate it!” Scootaloo racked her dumbbells and walked over to Dash. Even one step up on the stairs, Scoot was looking down at her. “I don’t want to use the barbell without a spotter.”

There was a time when Scoot would have to jump up and down and pepper Dash with pleases to get her to go along with something. Now all she had to do was get in her face and thrust out her chest a little. The fabric of her shirt creaked a little more, stitches silently breaking in protest. It was stretched across her chest so very tightly. The outlines of her big, thick nipples stuck out more than inch through her shirt.

“Okay,” Dash stepped off the staircase, back down to shoulder level with Scootaloo. “Whatcha gonna press, Scoot?”

Scootaloo shot her a sly look and waltzed over to the rack. Those massive cheeks were almost hypnotic to watch, and Dash couldn’t peel herself away. The old pair of shorts she’d given Scootaloo were strained to capacity around that big, sexy ass. They looked ready to snap off her rear. Since Scootaloo wasn’t wearing shoes those long, muscular legs were accentuated even further. Dash shook her head hard, ponytail slapping around her neck.

She couldn’t stop staring.

“Tonight I’m gonna press, ngh,” Scootaloo hefted two of the biggest plates and slid them on the bar, followed by another pair, then another, then another smaller pair, “all of it.”

“That’s impossible!” exclaimed Dash, eyeing the bar that Scootaloo was sliding herself under.

“I know, I can only fit the heaviest weights on here,” bemoaned Scootaloo, gripping the handle. “This bar isn’t long enough to load everything you have.”

That was 450lbs. More counting the weight of the bar. Scootaloo beckoned Dash over to the other side to help spot. It wasn’t that she was scared of dropping it for fear of the great weight, no, this felt like a cakewalk. The bandages holding back Scootaloo’s increasing bust were steadily falling to pieces. Little by little over the day.

And Scootaloo wanted Dash to see them burst off her body.

Dash stood over Scoot, lowering her palms and facing them up. Scootaloo gripped the bar and lifted, bringing it down, and back up again smoothly. Dash counted for her.

“Two, three, four, five,”

Four hundred fifty plus pounds went up and down like it was nothing.

“six seven eight nine,”

The muscles in Scootaloo’s arms bulged with the workout. They looked so big. So tense. So much bigger than hers. Dash couldn’t hope to come close to lifting this. It looked like with every fresh pump they were swelling even bigger. The veins clearly defined in the harsh gym lights.

“ten, eleven, twelve,”

Scootaloo was muscling through this exercise like it was nothing. Sweating, but not struggling. The strained look on her face when she had begun was replaced with a much more relaxed look as Scootaloo got used to the weight. Her breathing was starting to get ragged and it wasn’t from the barbell.

Rrrrrriiippp!!

“Thirteee-“ Dash stopped, watching as Scootaloo’s huge tits broke free of their bandaged confines, the tape slipping off her body and onto the floor in long pieces. Those big fat breasts ballooned out, unconstrained, and pushed past the tiny workout shirt Scootaloo had on. The bottom half of her wobbling tits fell below the hem of her overfilled shirt. Those thick nipples slipped past the fabric to rest just below the hem. Scootaloo racked her barbell and sat up.

“Whew, didn’t expect that! These bandages usually hold these pretty well,” Scootaloo stood up in mock surprise, swiveling to face Dash with one hand on her hip. “I guess I’ll definitely need a bra tomorrow too, right?”

Dash was speechless. Scootaloo had literally just burst out of her bandages right in front of her, and the tiny workout shirt did nothing to hide her huge assets. Those tits looked as big as her head! They sloped perfectly on her broad chest and puffed out with no sag thanks to the strong pectoral muscles holding them up. Scootaloo fidgeted with the hem of her shirt a little, trying to pull it down past her nipples to no avail. All it did was partially obscure her half dollar sized nipple.

“Yeah,”Dash squeaked out, her voice cracking. “We’ll get one tomorrow.”

“Great! Thanks for spotting me!” Scootaloo patted Dash's shoulder roughly, the smaller woman physically sinking away from her. Was she even taller than earlier!? Should she ask to measure?

“Oh, now that we’re done, arm wrestle?”

“Sure,” Dash stumbled over to the table, clapping her hand with Scootaloo. Since the first day she lost, Dash had lost every single challenge since.

“ONE TWO THREE GO!” Scootaloo announced, almost instantly bringing Dash’s arm down to the table with a loud thunk. “WHEW! I win again! That’s two weeks in a row!” Scootaloo raised her arms in the air victoriously and revealed an unobstructed view of her huge, perfect tits.

“Two weeks,” Dash rubbed her arm. Last week she could at least put up a challenge. Now Scootaloo was putting her down as easy as she had when they first started. It was almost pointless to keep doing it. All that happened every day was Scootaloo winning with a little less effort.

Deep down, Dash knew, that she was starting to love it. Love how much more powerful Scootaloo was compared to her now. Loving the feeling of her best efforts being incomparable to this girl who had nothing a few months ago.

Dash just gazed at Scootaloo as she walked out of the gym and upstairs. The swinging hips, the backside of her big tits spread out on either side of her torso. With her gone, Dash slipped her hand under her shorts because she was just so insanely turned on from that display. Soaked. Her panties were sopping wet.

Tomorrow was going to be a hell of day.

Clothes Call

Scootaloo woke up early. It was common for her now to just be up and wide awake long before Dash. It was like her body didn’t need much sleep to be well rested anymore. She rolled off the couch and stood up, stretching her arms up into a yawn. She loved how the sleeves of her nightshirt strained against her biceps. Every day she seemed to wake up a little taller, a little stronger. After her workout last night Scootaloo felt like she hit a new milestone. Walking into the kitchen to prepare her breakfast (ducking just slightly under the arched entryway) she wondered if maybe she’d grown more than a single inch in a night. That would put her today at roughly six foot four or six foot five. Scootaloo smiled. Maybe Dash would like to take her measurements when she got up…

In any case, her stomach was roaring. Right now she needed food.

The fridge was stocked. Scootaloo opened up the door and bent down, her huge heavy breasts straining the tight T-shirt they were stuffed into as she grabbed a carton of eggs, some chopped meat and a few other ingredients for a big omelette. It wasn’t a complicated or difficult breakfast to make. Her growing appetite also meant bigger portions to fuel her powerful body.

While her omelette was in the pan, Scootaloo re-opened the fridge to grab some of that delicious milk in the back. The bottled milk from that farm was decent. Both she and Dash drank it. Although, over the past couple of months it was the smaller, multiple pints of milk that Scootaloo would be downing at breakfast and dinner. At first, she had felt content from just one. Lately, she’d been drinking many bottles at time. Scootaloo uncapped and guzzled down all six bottles that were currently stocked in the back one after the other. Hunger had been something increasingly difficult to quench lately. Gallons of water and food just didn’t cut it. A growing girl like her needed every calorie she could get.

Finally, her omelette was done. Scoot tore into it, wolfing down her plate sized breakfast in minutes. She washed it down with a tall glass of the other farm delivered milk bottle and set her plates in the sink, grabbing a banana in the fruit basket. It was barely light outside. On a rest day like this Scoot would lounge about and do schoolwork. Today though, she would go into town and meet up with her friends.

Scootaloo leaned back in her chair. The wood creaked underneath her in protest. As she munched the banana with her left hand, her right drifted to her chest and cupped one of her enormous, jiggling breasts. While her hands had grown proportionally to her body, her breasts were anything but. They filled out her palms and then some, jiggling around her chest more than her ass bounced behind her. Scootaloo gave her breast a light squeeze and moaned slightly. When she let it go, it slapped firmly against her chest. The hem of the shirt she had on was caught, held in place solely by her stiffening nipple.

What the heck was she going to wear? It seemed like she’d outgrown everything normal sized.

Scootaloo wiggled her toes, thinking back to something she remembered from a few weeks ago…

Rainbow Dash woke up in slight pain.

Not soreness from working out pain. This was fresher, more concentrated in one specific location. Dash gently lifted up the blanket to inspect her heaving howitzers. They were both swollen and engorged with milk; light blue veins noticeable beneath the surface of her skin. To top it off, they’d been leaking steadily of their own accord sometime during the night.

“Ugh, dumb boobs,” Dash moaned, gingerly rolling out of bed while wobbling to her bathroom. Draining her frequently re-filling mammaries had become routine since she’d gotten them. It was still an unwelcome side-effect to getting such big tits. Slipping the suction pump over her nipple took a little bit of finesse. Finally, it was on. The machine whirred to life.

Dash sighed from the instant relief. It was probably her increased water intake from the mounting July heat that was making her produce more. In any case, the extra milk would make Fluttershy happy. The meek girl had offered to slip into her house to grab the bottles without interrupting the strenuous workout routines she and Scootaloo were going through. Even brought her own container to pour it in and left the bottles in the sink so she could wash them. It was very polite of her but the least she could do was say hello. Long winded conversations about what her opossum friends had for lunch was something Fluttershy could just up and get into talking about at a moment's notice. So maybe entirely avoiding her face to face wasn’t terrible.

Several minutes later Dash was finished with her daily draining. The two bottles she’d made went right into her mini-fridge, where she’d later transport them to the one in the kitchen. Dash jumped into the shower, quickly washed and rinsed, threw on some clothes, sandals, and grabbed the bag next to her bed she’d packed last night. If she was going to have a rest day, then damnit was she going to relax. An afternoon lakeside nap was just what she needed.

“Hey Scoot, are you up?” asked Dash, sticking her head into the kitchen. No response.

“Over here!” called Scootaloo, from the living room. Dash grabbed an apple and walked over while taking a bite.

“Sho, I figgered, I’d call a cab nd they’d jusht drive ush shtraight tuh’the shoe shtore,” she gulped and took another big bite. “Shince you got nusshin’ to wear on th’walk the-“

The sight of Scootaloo leaning against the doorframe gave Dash some pause. Scoot had grown noticeably taller overnight. Powerful muscles rippled and flexed throughout her big body. Clinging around her hips were an incredibly tight pair of her daisy dukes. There were more rips in the thigh area than before exposing tantalizingly more skin than the gym shorts and sweats ever did. The T-shirt she was wearing belonged to Dash and was stretched out so tightly the fabric barely had any wrinkles. The hem of that shirt hung out in a wide U shape due to Scootaloo’s big perky tits and showed off a couple inches of underboob. The poor shirt didn’t even reach the top of her rock hard abs.

Dash gulped the mouthful of apple that she was eating.

“I think we can skip the cab, Dash,” said Scootaloo coolly, tapping at her phone a few more times before slipping it in between her cleavage.

“Whuh?” said Dash dumbly, still taking in the sight of her former diminutive trainee. She couldn't help but ogle.

“Yeah! I didn’t wanna wake you up, but I borrowed some stuff to wear out of your closet,” Scootaloo smiled, looking incredibly pleased with herself. “So let’s go shopping!”

“Oh…” Dash shook her head as Scootaloo walked out the door. “Oh, Okay! Let’s go!”

Scootaloo was already fifty feet ahead by the time the front door had been locked. Rainbow Dash quickly jogged over to the larger girl.

“Hey! Wait up!” Dash called out as she approached. “We’re both going to the same town y’know.”

“Oops! My bad!” Scootaloo glanced down over her shoulder. “I figured you’d be right behind me.”

Dash cleared her throat as she slowed her approach, then picked her walking pace back up. “Yeah well, you’ve uh, kind of got a longer stride...”

“I sure do!” Scootaloo said, raising her arms up and flexing, the fabric of her shirt giving and letting more of her burgeoning breasts slip out. “I guess it’s because I’m so much taller than you now.”

Rainbow silently agreed, feeling a strange fluttering in her belly. She finished off her apple and tossed the the core away. Scootaloo was not slowing her pace. In order to keep up Dash had to power walk. There was no way she was going to jog to keep up.

“So, I don’t remember buying any shoes in your size… so what’re you even wearing…?” Dash began, now just glancing down to Scootaloo's feet.

Scoot stopped dead in her tracks, and raised her leg slightly to display her current footwear.

“It’s ‘cause you didn’t buy these,” said Scootaloo smugly.

Dash felt her mouth go dry. It was the giant sized pair of bright pink flip-flops that Pinkie Pie had bought for her like a year ago.

And they were a perfect fit for Scootaloo. But that wasn’t all.

“Is that one of my sports bras!?” Dash gaped, looking down at her custom fitted bra and back to Scootaloo’s chest.

“Alright! Ya got me, Dash!” Scootaloo threw her arms up, the bra creaking loudly. “I couldn’t get the bandages to stay on right so I had to wear one of yours. My bad. I should’ve asked you before taking it.”

Rainbow Dash was trying to properly register that Scootaloo had tits as big as hers now. “Yeah,” she eventually said, “No it's fine. You can’t go walking around town with your ladies hangin’ out after all. I’m just, a little surprised it fits you good. Especially since like, uh, mine are so big and all.”

“Oh this doesn’t fit me good,” Scootaloo corrected.

Dash stopped in her tracks this time. “Say again?”

“Your bra isn’t a good fit.”

“I… what?”

“Look,” said Scootaloo plainly, rolling up her tight little T-shirt to reveal her bra encased bosom. There was an incredible amount of cleavage on display and Scoot wasn’t lying. Ample amounts of titflesh bulged out of the sides and top of the sports bra. The elastic front of the cups were digging into her big round tits and pushing them down and out. The fabric was tight all over clearly ill-fitting. It provided a phenomenal amount of cleavage as a result.

“I think it’s because you’re so much skinnier than me,” Scootaloo turned around to showcase her powerful back, where the straps were digging into her strong lats. “I was out of bandage tape so this was the next best thing.”

“You… you’ve got bigger breasts than me?” Dash said, her voice hoarse.

Scootaloo dropped her shirt and turned around. “I sure do! Probably for a while now. They’ve looked smaller because I’ve kept binding ‘em back. Plus I’ve been growing so they don’t look as over-sized on me. Yours look huger because-” Scootaloo grinned, taking a step closer to Dash, whose eyes were less than shoulder level now, “-because, you’re so small.”

It was like Dash had been struck by lightning. Or an avalanche. At this moment she realized that little Scootaloo had outgrown and outclassed her completely –in size, strength, sexiness, and now the last real thing she could hold over as something she was more of.

“Can I get your card now? I told Sweetie Belle and Apple Bloom I’m meeting them for an early lunch and I want to hurry and get some clothes on that aren’t so tight,” asked Scootaloo politely.

“S-sure,” stammered Dash, pulling out her credit card. It practically disappeared in the palm of Scootaloo's hand.

“Great! Thank you so much!”

“Just, uh, don’t go nuts on the shopping spree, okay Scoot?”

“Okay!”

“You already know whatcha need so I don’t need to tell you,” Dash ran her fingers through her hair, trying to get past the shock. “So, y’know, I don’t think I have to babysit you today at the stores.”

“Really?! You’ll let me go around on my own?!”

“Sure. You’re a big girl,” Dash smiled hesitantly up into Scootaloo's beaming face “You’ll be fine solo shopping.”

Scootaloo bent down and lifted Rainbow Dash in a crushing hug. “ThankyousoMUCHdashyouareliterallythebestEVER!”

“No…problem…” wheezed Dash, her face mashed right up against the pillowy softness of Scootaloo’s breasts. A hard contrast to the pain in her sides and back.

After another several seconds of hugging Scootaloo relinquished and skipped down the path to town. “Ill text you later!”

“Alright… I’ll probably be at the lake…see ya!” Dash waved, one hand on her hip as Scootaloo disappeared down the trail.

Scootaloo was on airs. Now she truly had some time the way she wanted. All summer she’d been restricted to contact with her friends only through messaging. Now she was going to meet them face to face.

Both Applebloom and Sweetie had been taller than her at the beginning of summer; the latter being five foot ten and very curvy since last she’d seen them. They were going to be in for such a big surprise when she saw her. Scootaloo checked her phone. 9:45. Still had plenty of time to go before they met up. First things first, she needed some new digs.

Custom Cuts was a clothes store that offered a huge variety of outfits for both sexes. They didn’t compete directly with the Carousel Boutique. Most of their offerings were tailored for casual wear for all possible proportions. Their store motto even reflected it: It’s in your size! Said a cartoon kangaroo painted on the window. Scootaloo briskly walked through the front door. A bell rang in her ear close above.

“One moment!” said a clerk to her left. She was busy stocking gift cards on the wall behind the register, back turned away from the counter. “Allllmost done.”

“Take your time,” Scootaloo said, leaning up against the counter and folding her arms underneath her heavy breasts.

The clerk slid the last of her gift cards in place. “Ah, there we are. Now, how can I help-“

She paused, taking in the physique of the amazon standing before her.

“-you out today?” finished the clerk, finding her tongue again.

Scootaloo smirked, counting on her fingers. “I need some new outfits: sweatpants, shorts, tank tops, T-shirts. Stuff like that. You got that in my size, right?”

“Sure,” the clerk bit her lip, looking somewhere past Scootaloo. “We have that. Somewhere. In your size.”

“OH!” Scootaloo snapped her fingers. “Sneakers! Definitely need sneakers!”

The clerk was already moving around the counter to the back where the larger sized clothes were kept. “Downstairs is the shoe section. Somebody down there will assist you. What’s your size you’re uh, looking for?”

Scootaloo shrugged her shoulders, her bulging traps popping some stitches out of the shirt she was wearing. It felt even tighter on her than earlier.

“Big,” she suggested.

“I’ll be, back with uh, clothing options in a bit,” said the clerk, giving Scootaloo a final once-over before heading to the back.

Before disappearing out of sight Scoot saw her look over her shoulder again.

Scootaloo winked at the clerk and marched downstairs. That felt awesome. Scoot knew Dash was giving away hints of her mounting desire daily but to see others having a similar response really stoked the fire inside of her. Already she had flashes of herself and the clerk doing incredibly lewd things together in the back room. Scootaloo paused at the last step downstairs to give a few quick strokes to her privates. Now she was starting to get horny. Scootaloo pinched one of her nipples and couldn’t restrain a moan.

“Be right with you!” called out an accented voice somewhere behind a shoe shelf to her right. Scootaloo halted her self play. This person sounded familiar…

“Hello?” Scootaloo called, walking over briskly, flip-flops slapping loudly against the tiled floor. The lower section of the store was wall to wall shoeboxes of all brands and colors. In each corner hung a punching bag surrounded by varying amounts of sparring equiptment for sale. A couple of cheaply constructed changing rooms stood off to the side by the stairs coupled with a display of sports jerseys. The ceiling down here was much much lower than upstairs. Headroom wasn't much of a priority for this part of the establishment.

“Hold on a tic!” There was a heavy slam around the corner of a door with the words STOCK painted on in bold white. “Just moving some of these around for re-shelving.”

It was Pip from school! Scootaloo could recognize that airy soft voice anywhere. Last time she had seen Pip he had been a couple of inches taller than she had. Perhaps five foot two. Maybe over the past two months he’d grown taller than that.

Just then Pip rounded the corner, looked up at Scootaloo, and gasped. The four shoeboxes he was holding thundered to the floor.

Maybe not.

“S-Scootaloo!” he stammered, looking up and down at the chiseled figure of femininity and power before him. “Is that you?”

“Sure is, mate,” said Scootaloo cheekily. She bent down and grabbed the fallen shoeboxes (giving Pip a fantastic view of her cleavage) with two hands and placed them in a stack on the bench next to them.

“How did this happen? How are you so tall? When did this happen? How did you get so buff? Where did this happen? Where have you been all summer?!” Pipsqueak was absolutely failing to contain his thoughts in a professional manner.

Scootaloo laughed, raised her arms up in the air and stretched, the tips of her fingers brushing against the low ceiling. Then, she brought them both down and flexed her powerful arms in a crab pose. Just for Pip. He was speechless, but Scootaloo knew he was enjoying what he saw.

“Heavy summer workout with Rainbow Dash. I really bulked up thanks to her. Then I had a growth spurt kicked in,” Scootaloo answered, rolling her shoulders. A few more stitches popped and ripped, exposing her light brown skin.

Pip remained speechless, a hot blush running across his face. Scootaloo stifled a laughed when she noticed his jaw had dropped.

Scootaloo leaned forward with her hands on her thighs to speak to Pip face to face. “You already noticed, but I’ve kinda outgrown alllll my clothes Pip.”

“Y-Yeah… you have,” he said, trying to keep his focus on her vibrant purple eyes

“None of my bras come close to fitting on me,” she purred, her voice taking on a sultry vibe.

“R-Roight?”

“The clerk upstairs is looking for clothes in my size. I need your help finding sneakers.”

“I can help you find sneakers,” he shuffled his legs back and forth. It was really hard to not stare at the foot of cleavage in front of him.

“Also, noticed you have sports bras down here too,” Scootaloo straightened herself up and cupped her hefty tits, squeezing them lightly. “So I need these to be measured and fitted for them. This sports bra is just too small for me.”

Pips backed into the edge of a shelf and hissed through clenched teeth. “SurethingIsuppose! Just uh, take a seat right here!”

He gestured to the wiry mesh bench facing a rack of womens sneakers.

“Lemmegogetsome, uh, measuringequiptment!”

“Take your time, Pip. I’ll be right here waiting for you” Scootaloo said, sitting down and crossing one of her legs with a sultry smile. The denim tore a bit more halfway into that pose. Any more of that and her bulging quadriceps were going to break her shorts.

The bench was actually bending under her weight. Pip practically sprinted to the back room. The sound of cardboard boxes thumping to the floor soon followed.

There was no doubt in Scootaloo’s mind that Pip wasn’t completely engrossed by her powerful new figure. Scootaloo licked her lips at the thought of indulging herself with the now much smaller guy. Of course, she didn’t have to just be a tease. Teasing was boring. Doing something was much more fun. While Dash was her ultimate goal, she had wanted to get some experience with others before going ahead. What kind of a night would that be if she had no practice with others and get a feel for what she should be doing? She did have the whole day ahead of her to try things out perhaps.

Scootaloo shifted on the small wire frame bench. It creaked dangerously with every small movement. Her big, shapely ass took up almost all the space for it and her long legs stuck out nearly to the shoe rack on the wall in front of her. The bra she was wearing felt even tighter than earlier. All the small tears in her shirt had progressed to larger ones; her tanned skin was visible everywhere. Was she growing faster? That’d be so perfect. At the end of the summer she could be taller than the Princesses.

Scootaloo moaned softly, heat flooding her body. What a delicious thought –to be bigger than the rulers of her country. Everything about being bigger was such a turn on for her now. Something shiny caught her eye from under the bench. It was a metal foot measurer thing. To her delight, when Scootaloo tried to fit her foot inside she found it to be too small… it was too narrow in certain parts too. In fact, when placing her foot on top of it the tool practically disappeared under her sole.

“I’m back! I grabbed the absolute biggest boxes we had!” Pip said, returning with suitcase sized shoeboxes in his hands. All four of them stacked were taller than his head.

“Got the tape measure too?”

“Oh, of course,” he replied, digging it out of his back pocket.

“Great. Measure my chest first so I can get a new bra. This thing is just about to snap off me,” teased Scootaloo, thrusting her chest out slightly and making the sheer fabric strain even harder.

Sure thing, just uh, hold a tic,” Pip placed the shoeboxes on the floor. “Okay, hold still so I can measure… what are you doing?”

Scootaloo had already unhooked her bra from the back with one hand, her huge breasts wobbling freely and hanging off her chest. “Can’t measure these puppies with that little thing on, can I?” She dangled the bra in front of her and noted that 3 of the 4 hooks holding it had been pulled straight.

“I suppose not…” Pip gulped, shakily pulling out the tape measure.

It took almost a minute for him to fully measure the expansive size of Scootaloo’s chest. Every time he was about to finish Scootaloo would yawn or twist or inhale deeply. Even standing directly behind he could see the slope of her big, light brown breasts jiggling on her sides. Finally, he had her measurements.

“Bloody hell… you’re like, 132cm. I don’t know if we have a bra that would fit you Scootaloo, your uh, bosom is just so… wow, 132…” Pip trailed off. Scootaloo was bending forwards to put on her socks, causing her pendulous breasts to sway and slap lightly together.

“So, I’ll go try these on while you fetch me a bra,” Scootaloo smirked, sitting up straight and twisting to look at Pip. The hem of her shirt rested an inch above her dark, stiff nipples.

“S-sure,” Pip stammered, shaking his head. “Back in a jiffy.”

Scootaloo snickered, idly fingering her nipple as he walked back to the far end of the store with an odd gait. The first sneakers she tried on were long, but too narrow. The next pair, a bright red pair of basketball shoes had a similar problem. It was now obvious that both of her feet were more or less the same proportions of a normal foot. For the sake of it, she tried on the next pair, which didn’t fit right either. Finally she got to the last box.

“Wow…” she picked up the shoes in awe. They were purple/black with white laces, and had the symbol of Princess Luna emblazoned on the sides. When she slipped them on it was a near perfect fit! It was a little loose at the front. Scootaloo was confident she’d grow into it.

Pip returned holding some packages under his arm. “Oh, didn’t realize that I had given you those!”

“I’ll buy ‘em. These fit,” Scootaloo admired the striking looks of them, then put them back in the box. “Where’d you get these anyway?”

“We keep ‘em in reserve in case the Princesses show up looking for uh, running shoes. It rarely happens.”

“Cool. Go get me the ones for Celestia too.”

“Those are a bigger size.”

“Exactly. I’ll need them once I outgrow these,” she replied, slipping her sandals back on and realizing even those felt a smaller than before. The tips of her toes were slightly longer than the sandal.

Pip wordlessly handed over the sports bras in his hands. Scootaloo ripped off her tattered T-shirt and tossed aside the shredded fabric to the floor, and opened the largest sized bra on the package. Pip blushed but didn’t look away as Scootaloo slipped her breasts inside the cups. A snug fit. Figuring this too would eventually be too small, Scootaloo asked Pip to run back and get any special Princess sized bras. When he returned, she took them into the small dressing stall to try them on

“Damn I'm hot,” Scootaloo admired her sexy body in the mirror against the wall of the dressing room. The regular sized Luna bra was also a snug fit. That she had assets comparable to the highest tier of royalty was fanning the fire of her arousal into an inferno. She wanted to do something. Something lewd.

“Pip, can you come in here and snap the back of this bra? I can’t really get my hands back here at this angle.”

There was a choking sound by the door.

“Pardon, but I uh, I’m not allowed to join custom-“

“Just get in here and hook this for me,” Scootaloo barked, shoving open the door with her ass.

No arguing with that. Pip squeezed inside the closet sized dressing room. Scootaloo was so tall he had to reach up at an odd angle to get the hooks in. He had to brush aside her longer hair to make sure no strands got caught. He was very much aware of her huge, jiggling ass pressing against his body as he got the last hook through its loop.

“Good job, Pip,” she swiveled on her feet to look down at him. The bra pushed her enormous tits up by an incredible amount and held them up firmly. “I think you deserve a reward. I know I deserve one!”

Scootaloo picked Pip up by the shoulders and placed him on the small bench, deftly pulling his pants down in one swift motion.

“Looks like somebody was getting as excited I was, huh Pip?”

There it was; truthfully, Scootaloo shouldn’t have expected his penis to be huge. After all, he was tiny himself, and she was much much larger. It looked to be about average size, bobbing softly up and down in front of her. Scootaloo wrapped her fingers around the warm flesh and sound that it almost entirely disappeared in her grip. Just for the sake of her curiosity, she held her fingers against his cock to see how big it was. Her middle finger was just shorter and skinnier than Pips dick. This brought a smile to Scootaloo's face.
She could fit her finger in her mouth just fine.

“Oh gods we're really doin’ this?” Pip leaned against the mirror, panting heavily as Scootaloo toyed with his prick. This had to be the best day in his life: called in to cover a morning shift call-out and along comes his first blowjob. Scootaloo kneeled on the floor, so she was eye level with his bouncing cock. She licked her lips, and without any further encouragement leaned forwards and slurped his entire length into her mouth.

“OH FUcgmmmmm,” Pip nearly shouted, biting into his shirt sleeve as she engulfed his dick.

It didn’t even touch the back of her throat. Scootaloo slurped and sucked gently, occasionally sucking harder and bobbing her head. Giving a good blowjob wasn’t that complicated according to her friends. Scootaloo flicked her tongue at the underside of his head, sucked all the way down and back up, and kissed the tip of his cock. With her free hand she fondled his nuts, and even sucked one of those in her mouth just to experiment. It didn’t provide much of a response from Pip –Scootaloo resumed blowing him. Something she remembered from a video she watched clicked and Scootaloo started to hum loudly. Pip was groaning into his shirt. How much longer could he last?

Scootaloo got her answer fifteen seconds later.

Warm, gooey cum splashed against the back of her throat. There wasn’t much of it. Scootaloo felt Pips cock spasm a few times between the roof of her mouth and tongue. Sensing there was no more cum coming, Scootaloo withdrew his cock from her mouth and swallowed his meager load in a small gulp.

There was no way she couldn’t hold back her laugh. Pip was a sweaty ruffled mess. His clothes were wrinkled and haphazard and he had the funniest face at the moment. It looked like he’d run five miles straight. On the other hand, she hadn’t even broken a sweat.

“My turn,” said Scootaloo, tapping his softening cock with her fingers. It was really small when not stiffened. To her amusement it was now smaller than even her pinky finger.

“Actually, we uh, shouldn’t have done this at all! I don’t want to get into trouble for this!” Pip fixed his shirt collar.

“Ugh,” Scootaloo rolled her eyes and stood up. “Of course you say that when it’s my turn. Didn’t hear you saying no while I was going down on you.”

Pipsqueak turned a hot red. “I uh… didn’t really have much of say there. Can’t really keep my head straight when that sort of thing happens.”

“COME ON PIP! Can you ple-“ Scootaloo cut herself off, blinking in realization. Why was she bargaining?

Scootaloo cleared her throat, placed her hands on her wide hips and leaned forwards.

“Are you telling ME no, Pip?”

“Uh…” Pip shrank against the mirror at Scootaloo looming over him. Gods, she was big. “Well, I uh, I was, uh, not exactly saying no but-“

Scootaloo bent down and placed her powerful arms stock straight against Pip’s head, and leaned one knee against the open space between his legs. The bench creaked audibly. Her thigh was wider than his torso, quads bulging and tearing apart the jean shorts she was wearing.

“So, what’cha exactly saying?” asked Scootaloo, level with Pip now.

“Uhm, y’know. I don’t want to get in t-trouble is all,” he stammered, eyeing her powerful muscles as she flexed them.

“You won’t get in trouble,” Scootaloo stated matter of factly. “So, I want you to eat me out. I know you want to. So, are you going to?”

The only answer she would accept was yes anyway. Scootaloo stood up straight, grabbed the back of Pips head and brought him forwards to her slick pussy lips as easily as maneuvering a doll.

“Oooh,” Scootaloo gasped once his tongue began going to work. “Knew you’d come around,”

“Jus’ keep your voice down will you?” Pip managed to spurt out before Scootaloo roughly pressed him against her pussy again.

This was heaven. Having a warm wet tongue down there was waay better than her fingers. Pips tongue was everywhere, licking outside, bottom to top, and all around. Scootaloo gasped and moaned the first time he stuck his tongue inside, biting her knuckles to keep quiet. She leaned against the dressing room door, the structure creaking loudly.

“Yeah that’s it, go deeper,” she moaned, her free hand massaging her fat tits. Pip was licking deeper now, hitting all of the good spots inside her. Every few seconds she was applying more force, pushing his face harder against her thumping pussy. It felt way too good. Her thoughts switched to fantasy, replacing Pip with RD going down on her.

“OH! THERE! Right there!” Scootaloo gasped, biting her lip where Pip had brushed against her clit. It was bigger than before, and likely even more sensitive. Pip gave it a few more tentative licks before his face was forcefully mashed right against it. Scootaloo started grinding his face up and down against it like a toy. She was getting close and wanted to get off so bad. Pip also shared similar sentiments. A guy needs to breathe after all.

The peak of her orgasm was approaching. Scootaloo could feel it, could feel the impending burst of pleasure slamming towards her like a runaway train. She let go of Pip’s head to squeeze and fondle both of her breasts. They just felt so good! So soft, sensitive, and every light squeeze and tug at her big nipples brought her closer and closer and closer. Finding he could move his head again, Pip braced himself against her, encircling his arms around her lower back to steady himself and latched on to her clit, sucking gently and flicking it with his tongue.

“AH! AHHH! OH FUCK!” Scootaloo came hard, trembling like an earthquake had hit her. She squeezed her thighs together, hard, trapping Pips head as a hot gush of her juices flooded his face. Her arms shot out on both sides of the room and broke the shuttered walls as she leaned back. The hinges and door squealed and broke violently, top half falling inward and resting against Scoot –they simply couldn’t support her weight. Scootaloo moaned throatily as she rode out her orgasm and ground her pussy against Pips' face.

Finally the sensations began to ebb away. Scootaloo’s eyes began to focus and she managed to stand up properly again. Pip crumpled to the floor when she unflexed her powerful thighs. He coughed and sputtered, removing his shirt and wiping off his face with the bottom dry half.

“Whew, thanks, Pip. I needed that,” she straightened herself and stretched, futilely attempting to set the destroyed dressing room back together. At least the mirror wasn’t cracked.

“Anytime,” he said in a daze as Scootaloo collected her things and marched upstairs.

The clerk was at the desk, a pile of clothes in Large and higher. Scootaloo took shorts and pants from the larger piles. All of the T-shirts were pulled from the large pile. They were just big enough to fit her snugly. Putting on a hot red V-neck shirt Scootaloo was pleased to find her arms filling the sleeves to capacity. The hem came down to just the top of her six pack abs.

“Is there anything else I can help you with,” said the clerk meekly.

Scootaloo thought for a moment, then leaned down close to the smaller woman.

“You have any bikinis?”

Hot Lunch

Scootaloo emerged from the store some time later with packages of fresh new outfits swinging by her sides. After trying on many different small and revealing bikinis Scootaloo had elected to just get them all (save for a boring checkered set she didn’t like) plus a baseball cap that had caught her eye. The clerk was nice enough to give her a discount on the whole purchase. Were time not running out to meet her friends for lunch, Scootaloo might have tried to suggest even further price drops. Before she walked out, the clerk had shyly asked to feel one of Scoot’s arms. Of course she obliged. Having others openly express their admiration with her body was just as rewarding as when they were pretending not to.

The new sneakers remained encased in their boxes. As nice as they were, it didn’t seem smart to wear them about town at the moment. Dash had texted her about meeting up at lakeside later. It was lunchtime and Scootaloo’s stomach was roaring like a starved bear. Usually she’d be snacking but had neglected to eat with all the shopping. Plus, she had to be growing again. The flip flops she was wearing were beginning to feel small! Luckily she’d be getting some grub at Hayburger. Scootaloo spotted Applebloom sitting at one of the outside tables immediately. There was no missing that big red bow. Sweetie Belle was next to her sipping a drink and talking excitedly about something. Even from a distance Scootaloo could see that the lithe, curvy girl was wearing something short, loose and sexy. Having a fashionista as a sister certainly had its perks.

Scootaloo thought of a fun way to make an entrance. She pulled her new cap down low on her head, grabbed a copy of the Foal Free Press from the nearby free stand and briskly walked over.

“-so ah say, Applejack, if y’all gonna go to a city for some friendship problem, that’s fine, but yer gunna bring back some souvenirs this time! Then she asks me if I want a pink lady or some Fuji!”

Sweetie Belle laughed lightly. “She wasn’t serious, right?”

“Well, ya know what? We don’t grow those kindsa apples here in the orchard,” Applebloom rolled her eyes and laughed. “So I betcha that she was serious.”

“I’ll bet you a banana that she wasn’t,” giggled Sweetie Belle.

“I betcha the apple she gives me that she was,” Applebloom countered quickly. “Why a banana?”

“So when I lose the bet I can just hand you a banana when Applejack gets home,” Sweetie Belle sipped her iced tea and laughed, coughing a little, “so, you can hand me the apple she gave you.”

“I think that’d make her head spin around,” said Applebloom, leaning back in her chair and sighing. “Where the heck is Scoot? Ah figured she’d be here by now chewin’ our ears off about Rainbow Dash.”

“She said she got taller,” noted Sweetie Belle, looking through her text messages from the past couple weeks. “She looks taller in the pictures but it's hard to tell. You’d think we’d like, spot her by now or something?”

“Depends on how tall she got. Scootaloo’s always been on the short side. Maybe she’s as tall as you now, Sweetie.”

Sweetie Belle giggled. At 5’10” she was quite a fetching sight. Great skin, pretty face, airy voice, soft curly hair, legs to kill for and a perfect DD bust made her possibly the most sought after female in town. Especially so once word got out that she was bisexual. Since she was taller than nearly every woman in town barring Twilight (by three inches), it was weird to think Scootaloo was now somebody to look up to. The strapped sandals that climbed down her slender calves to her dainty feet were on heels and gave her another three inches of height, placing her at a statuesque 6’1”. She looked down on nearly everyone.

“If she is, then I wouldn’t know what to say to that,” smiled Sweetie, thumbing through the hayburger menu on the table. “Think this place has okay salads? There’s a country burger salad here but it seems kind of iffy to me.”

The chair to her left squeaked loudly against the wooden deck as somebody abruptly took a seat.

“HEY! Excuse us, but this seat’s kinda reserved,” said Applebloom. A load of shopping bags loudly hit the floor and startled Sweetie Belle, looking up from the menu at the stranger buried in their newspaper.

“Reserved? Not anymore, girls,” the newspaper dropped to the table. Both their jaws dropped with it.

“SCOOTALOO!?”

“In the flesh,” she replied with pride. “I’ll give you a couple seconds.”

They needed it. Scootaloo had transformed from a scrawny underweight teen to a tall, muscular-looking powerhouse. Her hair was longer and past her shoulders, her arms rippled with muscle, there was a clearly defined eight pack on display and her adonis belt swept down to her tight fitting shorts. Light blue veins running along her muscles were clearly visible beneath her tanned skin. The biggest and most obvious change to her body were those massive melon-sized breasts protruding from her chest. They were the biggest things next to the Princesses! Even bigger than Twilight’s assets.

“Holy smokes!” Applebloom got to her senses. “How big are you?”

“Which part of me are you talking about?” Scootaloo asked, flexing her powerful arms, football sized biceps bulging up.

“Uh, height? How tall’re you?!”

“I think I’m 6’5 or 6’6,” Scootaloo said thoughtfully.

“You don’t know!?"

“I keep growing a little bit every day, it’s hard to keep track of how big I am like that.” Scootaloo folded her newspaper and opened the menu. “When I got up this morning I was only like 6’2” tall and now... I’m bigger.”

Applebloom gawked,” Wha-? How is that even possible! Y’all are gonna tell us everythin’ about your summer workout session with Rainbow Dash right now!”

Scootaloo did. Not before ordering a heaping meal of food from the waitress first. Without mincing words, she explained how her diet worked and all the vigorous exercise routines she went through with Dash, the first day she started noticing her growth and how quickly it seemed to be ramping up. Applebloom occasionally interrupted to ask questions about her clothes and what kinds of supplements or potions she’d been taking. Finding out it was exactly none floored the farmgirl.

When their food arrived on five big plates the girls tore in. Scootaloo downed nearly two and a half plates herself –and they were piled high with burgers and fries. Applebloom looked on at her friends beastly hunger in awe.

“Sure looks like none o’ this has dampened your appetite, Scoot,” remarked Applebloom as Scootaloo polished off a triple patty supreme in four big bites.

“Nah, actually I need to eat a lot of food to keep me going. Muscles like these need fuel,” said Scootaloo matter of factly, grabbing a large handful of steak fries and dumping them on her plate.

“That makes sense,” mumbled Applebloom, glancing down at her plate, then to Sweetie Belle’s. The burger salad her friend ordered was largely untouched.

“Hey Sweetie, you’ve been awful quiet,” Applebloom nudged Sweetie’s leg under the table with her boot. “What’s up?”

“Wha-?” Sweetie Belle blinked and resumed poking at her food. “Sorry. You and Scootaloo were talking and I uh, didn’t want to interrupt or anything.”

“Ahm sorry ‘bout that Sweetie. Wasn’t thinkin’ I’d run my mouth that much,” apologized Applebloom, wiping her mouth. “In fact, Ahm gonna head to the little girls room. Give you two some time to catch up.”

Applebloom departed from the table and walked into the restaurant.

“What’s up, Sweetie?” asked Scootaloo, cleaning her hands with a napkin.

“Nothing.”

“How’s the modelling thing going?”

“Good. It’s making my sister crazy.”

“Really?”

“Yeah, she’s torn between being proud and envious of me,” smiled Sweetie, taking a sip of water.

“Don’t worry about that, she’ll get over it.”

Sweetie Belle nodded in agreement. Silence settled between them for a few seconds.

“Your voice sounds different,” said Sweetie Belle suddenly.

“It… does?” Scootaloo scratched her head. “I didn’t really notice.”

“It’s not as raspy as it used to be,” clarified Sweetie Belle. “It sounds sort of like, Sapphire Shores speaking voice. Smooth and sexy like she-“

Sweetie Belle flinched, suddenly digging into her burger salad and stuffing a big forkful in her mouth.

Scootaloo smirked. During the entire time she was speaking to Applebloom she had noticed that Sweetie Belle’s eyes were ravenously roaming over her body. It wasn't hard to notice a blush on her pale skin.

“D’you wanna feel my arm?” asked Scootaloo, plopping her elbow on the table and flexing.

“Sure!” Sweetie Belle said a bit quicker than she probably intended, sidling over to sit next to Scootaloo. Gingerly, she placed her palm on the crest of Scootaloo’s bulging bicep. Her slim, delicate fingers danced and rubbed the powerful muscle –it was so big that Sweetie couldn’t even wrap her fingers all the way around it.

“Squeeze it,” said Scootaloo, tensing her arm and making it bulge even bigger. Wordlessly, Sweetie tried to compress the muscle and found that even with her best effort she couldn’t. It was like trying to bend a warm ball of iron.

Sweetie bit her lip.

“If you think that’s something, check out my abs,” Scootaloo withdrew her arm and leaned back slightly, exposing her rippling eight pack abs. Each one was incredibly defined and perfectly shaped. With less trepidation than before, Sweetie Belle dragged her dainty fingers up and down Scootaloo’s washboard abs, lingering a bit when she reached her powerful pelvic muscles. Only the ripped denim shorts hid the rest of her waist.

“You can keep going if you want,” whispered Scootaloo, inhaling deeply and wiggling her lower body, sliding her shorts down even lower. She suddenly felt very hot, and Sweetie Belle was completely enraptured with her exploration. Scootaloo wanted nothing more than to tear off her clothes and caress the demure little bombshell across every inch of her delicious full bo-

“Back!”

Sweetie Belle flinched, withdrawing her hand right before she was about to slide it between Scootaloo’s legs.

“Ah paid for the bill while Ah was inside. Hoo boy, do y’all put away food, Scoot.” Applebloom exclaimed, sitting across from her in Sweetie’s seat. “Guess you weren’t too thrilled by the burger salad, huh Sweetie?”

“Nope,” replied Sweetie, hands in her lap.

“Was it spicy? Y’all sweating something fierce,” Applebloom noted.

“It’s… just the hot weather. Almost noon out now.”

“Yea, good point. Ah suppose we might want to find somewhere indoors to cool off.”

“Actually girls, I’ve got to go run and pick up some more stuff. Maybe check around the vitamin store or something,” said Scootaloo, grabbing her bags and slipping her feet back into the big pink flip flops. They definitely felt smaller now.

“Okay! We’ll hang out later tonight or something!” Applebloom grabbed her purse and slung it around her shoulder. “I’ll call ya!”

“Sure thing!”

They all stood up at the same time. Applebloom gasped, looking up at Scootaloo.

“Applebloom?” asked Scootaloo.

“Wow… ah mean, ah knew you were big but gosh Scootaloo,” she took a small step forwards. “You’re bigger than my brother!”

“Mac? No way!” Scootaloo looked down at Applebloom’s red hair. “How tall is he?”

“He’s 6’6” but like, standing next to him ahm like...wow... you're so big!”

Sweetie Belle, who was standing up in her heels and noticeably taller in them, was dwarfed by her massive friend. “You’re so big and strong. I’d say you’re just as strong as Big Mac too.”

“We’d have to arm wrestle to find out,” Scootaloo stretched her arms and picked up her packages. “Sometime later. See ya girls!”

“See ya!”

Scootaloo reached forwards and gave them both a strong hug, turned around and left. Five minutes later she felt her phone buzz in her pocket. It was a text message from Dash letting her know she’d be at the lake soon. Two minutes after that she got a message from Sweetie Belle.

-Can I see you later?

----Meet me @ lake in 1 hour

“How did you enjoy your free trial at the gym today, miss?”

Scootaloo smirked down at the employee handing her a survey to fill out. On her way to the lake she had noticed the new gym that had opened over the summer was having a free trial day to attract potential new customers. There were a gaggle of people inside working out, wandering around and taking tours with the employees. It wasn’t a powerhouse gym and it wasn’t exactly stocked with treadmills -there was a decent mix of everything from barbells, ellipticals, treadmills and a row of dumbbells going up to 80lbs. A smattering of sit-down specific group muscle machines dotted the middle of the gym.

Unsurprisingly, Scootaloo could now barely fit in any of those machines. Even adjusting the seats and raising the distance to XL still didn’t seat her comfortably. The one machine she could sort of get herself inside, the lateral pull, was a complete joke. At the highest weight setting of 135lbs it felt like nothing to her. Those 80lb dumbbells provided her with some light resistance as she pumped them up and down, but were otherwise equally pointless. Using the barbell finally got her a good workout –it only took five 100 pound plates racked on either side of the bar. More than half a ton of weight at once. Scootaloo felt like a gym goddess with all the attention she was getting from her herculean workout. After doing 5 sets she set the bar down on the ground to leave. A beefy looking guy (who apparently skipped leg day every day of his life) couldn’t even budge the weight. She relished the fact that she was the most powerful person in this gym.

“Here you go,” Scootaloo handed the filled out survey back to the employee.

“Thank you very much.”

“No problem. This gym could use some heavier weights but otherwise it’s pretty nice. What’s in that box by the front door?” asked Scootaloo.

“Scale. It needs to be put together and go in the bathroom. Box was a bit bigger than we expected and we needed to measure the corner where it was going.

Scootaloo eyed the tape measure on top of the box. “Mind doing me a favor?”

“What’s that?”

“Measure me,” she ordered more than asked, grabbing the tape measure and placing it in his hands.

He stepped behind the desk and placed the long flat end against her back. It took him a few seconds to adjust the tape measure since she was so much bigger than him.

“Wow. You’re 6’9” tall. I think you’re bigger than Princess Twilight.”

“I am bigger,” affirmed Scootaloo, a pleased smile on her face. “Measure this too,” she added, pumping up her bicep.

“24 inches. Celestia you are strong,” he gulped, letting the tape measure slide back to zero. “Whatever you’ve been doing, I don’t think you need to sign up for this gym."

“Maybe, but I like the atmosphere,” Scootaloo glanced upstairs where all the treadmills were. There were a few people staring at her in awe. She posed for them and grinned at their flushed reactions. One of them nearly fell off their treadmill.

“Well, hope to see you then!” said the clerk with a nervous grin.

“You too!” Scootaloo picked up her packages and walked out the door into the hot summer heat.

The air conditioning in that gym had been strong. Having the doors open and blasting the chill air was smart. Scootaloo was glad she stopped to use the new gym showers to rinse off before coming outside. It also let her dig out the tiny, tiny bikini she had bought. The sheer black fabric left nothing to the imagination; the triangles of the cups couldn’t hope to encompass her massive, bulging breasts. Titflesh spilled out of all 3 sides of the bikini and if she kept growing the only thing it would hope to cover were her increasingly prominent nipples. As of right now the bikini managed to just cover her areolas. When she had tried it on over an hours ago it wasn’t nearly this small. It felt amazing in any case. The tiny, cropped at the midriff T-shirt she was wearing was stretched incredibly tight over her expanding assets. Scootaloo was sure that if she so much as flexed it would explode off her body.

Rainbow Dash was going to flip when she saw her now.

Cooling off

Dash checked her Wonderbolts watch for the second time in twenty minutes.

Usually when alerting Scootaloo to come with her in the past the girl would come running (or scooting) over promptly. Way in advance most of the time. This was before summer; before her exercise regimen had kicked Scootaloo’s metabolism into overdrive and transformed the tiny teen into a six foot plus amazon with a powerhouse physique bigger than she’d ever hope to achieve herself. Dash was now looking up to Scootaloo these days. Despite the shift in height, Rainbow knew that the girl still (metaphorically) looked up to her for guidance and inspiration. Scootaloo could be fifty feet tall and would still hero worship Dash.

Fifty foot tall Scootaloo. Dash felt butterflies dancing in her stomach at the thought. How big could this girl possibly get by the end of the summer? This morning Scootaloo was over six feet tall. That was big. Six or seven inches taller than she was.

The thought of a literal giant Scootaloo persisted for a little while longer. Dash stretched out on her lawn-chair and turned over to get some more sun on her front. After that quick dip in the lake she figured that working on her tan and catching a nap would feel nice. Her breasts wobbled and settled a few seconds after adjusting herself – the thoughts wouldn't leave her and she was starting to feel horny again.

Right as she was going to doze off she felt the sun's rays disappear. Dash groaned. It was supposed to be clear all day. Dash flicked her shades up and gasped at what was blocking the sun.

“Hi Rainbow Dash! I thought you were asleep!” said Scootaloo brightly.

“Oh my –Scootaloo?!” Dash looked up, and up and up at the towering teenager standing above her, wearing the most revealing bikini ever. Inches of titflesh spilled over the side of the bikini and then some. The canyon of cleavage on display bordered on obscene, and a good bit of dark areola peeked out around the cups of Scootaloo’s bikini. They were impossibly perky- sticking out thanks to her beefed up pectoral muscles. Despite their increasing size they didn’t hang low enough to obscure her rock hard abs. There was no doubt in Dash’s mind that she had been getting bigger throughout the day in both sheer size and strength. Dash realized she’d been staring at Scoot and cleared her throat.

“Are- how- When did you get so big?! How big are you now?!” choked Dash.

“Siiiince this morning and through the day. I’m 6'9" tall now, so I grew like 6 or 7 inches,” Scootaloo said with an idle tone, as if she were reading a train schedule.

“You’re like, more than a foot taller’n me now!”

“I know right!” Scootaloo kneeled down slightly. Even crouched she was looking down at Dash. “You’re so much smaller than me!”

Dash tried very hard to keep her eyes focused on Scootaloo’s face and not her huge, watermelon sized tits dangling pendulously in front of her. “Yeah.. just, wow. I think I should like, send my workout plan stuff to a magazine or something.”

“Oh! Before I jump into the lake,” Scootaloo reached one beefy arm over and picked up a bottle of suntan lotion. She squeezed half the bottle into her palm and began to rub down her arms, shoulders and abs in front of Dash. “Get my back for me.” Scootaloo handed the bottle to Dash and turned around, presenting the defined muscles of her backside. It was more of a command than a suggestion.

“O-okay,” Dash cleared her throat and began rubbing the creamy lotion onto Scootaloo’s broad back. Those rippling muscles were hard as stone from her delts to her lats. Each was so clearly defined that Dash couldn’t help but linger here and there to feel just how hard they were. When Scootaloo sighed happily from the sensations she flexed her back muscles and pushed backwards slightly into Dash’s palm. Using one hand was taking a longer than expected. Dash finished rubbing in the lotion with both hands until Scootaloo’s entire back was thoroughly covered.

“Thanks Dash!” Scootaloo abruptly pulled herself up and stretched. “Thanks a lot!”

“Do you even burn?” asked Dash, ogling the fetching heart shaped calves staring her in the face.

“Sometimes, but better safe than burned. It hasn’t happened much this summer because there’s lots of trees blocking the sun in the woods where we’ve been running,” said Scootaloo reclining into the other tanning chair. Her long legs placed her feet firmly on the ground despite being flat on her back. She pulled the cap she bought over her eyes. “I’m going to tan for a little bit then jump in the lake, 'kay?”

“Sure, y’know, whatever you want, Scoot,” Dash settled back into her recliner and put her sunglasses back on. Even though she told herself that she wouldn’t, every few seconds she’d glance over to stare at Scootaloo’s big powerful body. The rise and fall of her big breasts (bigger than hers by a lot) with every breath, those perfectly defined legs, the powerful arms that bulged with muscle even unflexed and the amazing ass that spread out underneath what was practically a thong on her big body. Dash ogled the dark areola that wasn’t fully covered by the bikini. With her areola and her puffed out nipples they stood off her breasts a good two inches or more. Lulled by the heat and entranced by the body of the amazon next to her, Dash nodded off.

Scootaloo yawned and stretched, smacking her lips. It was hotter than before she fell asleep. A quick check of her phone showed she’d been out for fifty minutes. To her left Dash still snoozed away –her head was tilted towards Scootaloo. This got a smile out of her. The bikini Dash had on was a perfect fit for her size. It was a bright baby blue and really showcased her big bust. Or, her relatively big bust to be more accurate. Scootaloo now had tits to rival royalty and she knew it. She couldn’t wait till tonight.

For now, she had to take a dip in the lake. The sun had moved and put Dash mostly in the umbrella’s shade. Scootaloo could really use a dip. She got up and slipped into the lake quietly. Her plan was to wait for Dash to wake up so she could exit the lake and walk towards her dripping wet. Maybe she’d break right there just from the sight of her incredible body. Scootaloo submerged herself under the lake and floated around with her head sticking out the water. The cool water was just what she needed.

“Hey, Scootaloo!”

She turned her head around and swiveled. Sweetie Belle was approaching. holding a dark blue beach bag and wearing the most amazing one piece bathing suit that she’d ever seen. It was a royal purple number, with a diamond cut out revealing her belly button and another, slightly larger diamond revealing Sweetie’s creamy cleavage. It hugged her generous curves so, so tightly, and showcased her amazing body in a way that only something Rarity could design.

“Is that yours or your sister’s?” asked Scootaloo, realizing she’d been staring.

“It’s one of Rarity’s.”

Sweetie Belle approached the shoreline and slipped out of her flats, turning around and opening the beach bag to put them inside. There was a huge diamond cut out the back of the suit, from the bottom where the subtle swell of her ass was to the top by her neck –it exposed nearly every inch of her smooth, white back.

“You look dead sexy in that thing,” complimented Scootaloo with a low whistle.

“Stop, it’s too tight on me,” Sweetie Belle blushed, a smile creasing her face. “Rarity’s out of town so it’s not like I could get her to make me a custom something.”

“I like how tight it looks on you. You’re a total knockout.”

Sweetie Belle flushed an even deeper shade of crimson and gracefully dipped into the lake. Scootaloo paddled herself over slowly despite her feet touching the bottom halfway over to Sweetie. When they swam over and met face to face, they both stood up. Scootaloo rose up and above Sweetie Belle, who found herself staring up at Scootaloo’s glistening, overstuffed bikini, water running in streams off her body and dripping into the lake.

“Do you really think I’m… sexy?” asked Sweetie quietly.

“Yeah, I do. For a while now,” Scootaloo bent over slightly and, as if she were lifting up a kitten, picked Sweetie Belle up under her arms and lifted her in the air so they were eye to eye. “And I know you think I’m sexy.”

Sweetie Belle dangled in the air, completely supported by this titan of power. Her calves were just above the waterline she was lifted up so high. Sweetie curled her hands around Scootaloo’s tensed forearms and moaned lowly. Scootaloo had her thumbs pressed right below her breasts and it felt amazing.

“I dooo… oh gods. Scootaloo. You’re like,” she bit her lip and scanned her massive friend, “you’re like, everything I find attractive rolled into one person and it’s you, Scoot. I didn’t think it would be but, please, I need you right now before I explode from-”

Scootaloo leaned forwards and kissed her hard on the lips. It was electric. Sweetie Belle melted in her grip and wrapped her legs around Scootaloo’s midsection, squeezing hard against her. This was everything she had wanted. Since she had first laid eyes on her at the restaurant, an opportunity to see Scootaloo again was stuck in her mind. The size, the strength, the bountiful breasts pressed against her comparatively smaller own. It was intoxicating.

“OOH! Oh my-holy shit Scootaloo!” gasped Sweetie, breaking her frantic kissing. Scootaloo palmed Sweetie’s cushy rear with one hand and slipped her hand through the diamond cut around her bathing suit down to her pussy. Her finger felt huge! Sweetie convulsed in her grip, leaning backwards and shaking from the size of the digit penetrating her. When Scootaloo slipped another finger into those hot wet depths Sweetie all but screamed before biting her knuckles.

“Why’re you doin’ that?” asked Scootaloo, wiggling her fingers around and delighting in the reaction.

“Don’t –AH!” Sweetie squealed into her fist. “Want to wake up Rainbow…”

Scootaloo glanced behind to where Dash was still sleeping under the umbrella.

“Doesn’t matter if she hears. Maybe she’d even be down for a threesome!” she punctuated that by slipping a third finger inside Sweetie’s tight little cunt.

“OOOHFFFnnnnnnn-“ Sweetie Belle came again, hard, biting into Scootaloo’s shoulder to muffle her cries. There was so much stuffed inside her right now, the sensation was insane. Scootaloo was not letting up either –pumping her fingers in and out with gusto now as Sweetie pulsed and throbbed around her fingers. It was delicious –being able to pleasure her friend so easily, how she was completely enraptured by her new body, and how she was mewling in delight with her idol dozing so near to them on the show.

Five minutes in and Sweetie was rocked by her strongest orgasm yet, shaking and swearing and jabbering incomprehensibly. Holding on to Scootaloo wasn’t in her realm of motor control and Sweetie nearly fell back into the lake.

“You alright?” asked Scootaloo, withdrawing her fingers which were now thoroughly soaked in Sweetie’s warm juices.

“Awulgulah,” replied Sweetie Belle.

Scootaloo laughed, her breasts jiggling softly. Sweetie Belle exhaled loudly and rested her head against one of her massive beasts. It took a minute for her to get her senses together.

“That… was the second single most amazing thing to happen to me in my entire life… so far,” said Sweetie Belle, idly running her hand along the curvature of the huge heavy tit she wasn’t resting her head on.

“What’s the first?”

“You, by far,” said Sweetie, looking up at her intensely. “Just, oh my god Scootaloo. That was amazing. You’re so big and sexy and… everything.”

They stood in the warm lake water together for a few more minutes, holding each other in the afterglow of Sweetie’s sexual release and making out with each other deeply. Eventually they both slid down into the water to kiss face to face to alleviate the neck strain from kissing at that angle.

“I’ve got to go home,” Sweetie broke their kiss, swimming backwards towards the shore.

“How come?”

“There’s this music thing I have to do in the morning. Early. I need to be there to meet with this guy and-“

“It’s fine,” Scootaloo cut her off, “You’ve got to go do a thing. I’ve still got to go too. Dash might wake up soon anyway, she doesn't nap for very long.”

Scootaloo swam forwards and kissed Sweetie hard on the lips, taking her breath away with it.

“Are you going to… keep growing even bigger?” asked Sweetie tentatively.

“Yes,” Scootaloo replied confidently, eliciting an excited smile from her little lover.

Sweetie Belle walked out of the lake dripping wet. The bottom half of her bathing suit was twisted and exposed her pussy when she bent down to get her towel. Sweetie turned and blushed deeply when Scootaloo wolf whistled at the sight. As she left down the path Scootaloo followed the sway of her hips until she’d disappeared. Once she was gone, Scootaloo floated on her back in the lake and fondled her big tits. Man, life was amazing.

On the lawn-chair, a very wet and aroused Rainbow Dash watched in a daze, wracking her brain over the scene that just played out. She was more aroused than she’d even been in her life and it took every ounce of willpower to not touch herself.

The timer she’d set on her phone went off. It was time to wake up and go home. Dash made a big show of yawning and stretching.

“Hey Dash. Had a good beauty sleep?” Scootaloo asked brightly.

“Power nap,” corrected Dash with a grin. No matter how big Scootaloo would get, she’d still be Scootaloo after all. “Rarity takes beauty sleeps. Even wears this frilly thing on her face to block out light. Me on the other hand, heh, I can zonk out pretty much anywhere.”

“Mmm, yeah. I see whatcha mean,” Scootaloo swam towards the shore and walked over to Dash. “I’ve got a bunch of bags of stuff but I can help carry your other things. Did you take the chair with you?”

“Nah,” Dash patted the heavy metal bar. “I leave it parked here. Everyone knows it’s mine so you don’t have to take it if you-“

Dash trailed off when Scootaloo approached and openly gawked up at her. All the way up. Scootaloo had to be over a foot taller than her now. Now her eyes were level with Scootaloo’s shoulder. The bottom of her shoulder. This morning she was able to look her in the face at least. Over the course of a day she’d grown several inches taller. Every square inch of Scootaloo’s powerful, muscular body was on display and put her own physique to crying shame. Standing next to this incredible amazon, Dash felt positively tiny compared to her.

Scootaloo positively knew it.

“Are you sure?” Scootaloo lifted the metal seat up high in the air with two fingers with no difficulty. “Wouldn’t be any trouble for me.”

“Nuh- No! It’s totally fine where it is,” Dash said, her voice cracking, ”Summer's not over yet so uh, we’ll just leave it.”

“No problem, then,” Scootaloo remarked, dropping the lawn-chair with a heavy thud into the sand. “I’m actually pretty tired anyway. It’s probably the heat. Let’s split, Dash.”

Scootaloo turned around, raised her hands over her head and stretched, her muscular back rippling and flexing. The small bikini top strained against her bulging breasts. Not that she was actually tired. It was purely display.

“Sure. Let's split,” Dash said meekly, eyes taking in all she could. “L-Lead the way.”

Boiling Point

“Fuck, fuck fffuck yesssssss,”

Dash squeezed her breast, arching her back and gasping. Her first orgasm had hit not even 2 minutes ago and she was cresting her third now. Her skin was awash in sweat and the blankets were beginning to dampen. Her hand was a furious blur at her pussy, slipping in and out as deeply as she could possibly get it. The first thing she did when she got home was to excuse herself and lock herself in her room to masturbate.

“Fuck. FUCK! Oh god! Oh holyfuckingshiii-“

Dash bit into her pillow and squeezed her eyes shut –the first two orgasms had hit her like a truck but this was akin to a hurricane tearing her body apart in pleasure. Her mind raced and gave up on coherent thought as Dash thrashed around on her bed, the surging pleasure meeting an orgasmic peak before finally ebbing away after a solid minute.

“Gah!” Dash gasped for air and flopped on her back, leg twitching slightly from the release. The poster of Spitfire stared back at her from the wall. Try as she might, every time she looked at the pin-up, Dash would subconsciously replace the Wonderbolt. It was no use trying to get off to Spitfire anymore. She wasn’t the object of her arousal anymore.

“Unnnnhgh,” moaned Dash, reaching over to the bed-stand and to grab a tissue. That was the best, most intense self session she’d had in her life AND she still felt horny. And guilty. Faced with her mounting arousal she just couldn’t control herself. Impulsive was just one of the top five words she’d use to describe herself, along with awesome, amazing, awe-inspiring and loyal.

Impulsive just happened to be the only negative one.

Rainbow shakily got up and walked over to the small sink in her bathroom to wash her hands. She reeked of her own juices, and so did her sheets. Dash walked over to her bed and flipped the sheets over. The stains weren’t visible anymore but the smell lingered. Tomorrow she’d change the bedspread. Right now, she needed a shower. A cold shower. Rainbow grabbed her towel and her nightwear (a large T-shirt and thigh-cut bottoms) and headed into the hallway towards the kitchen.

“Scoot? You finished eating?” Dash walked into her kitchen and found it empty, a clean plate and fork sitting in the sink next to 4 empty bottles on the counter. Scootaloo had finished supper quickly as always.

The living room was empty as well. Usually if she weren’t in the kitchen Scoot would be lounging on the couch or downstairs in the gym, but the lights were out in the basement. Maybe she went out for a run. Dash shrugged and went down the hallway to use the shower. Rainbow turned the corner to enter the bathroom.

And smacked right into Scootaloo.

“Oof-“ Dash recoiled and dropped everything she was carrying, bouncing backwards awkwardly and falling on her ass. She just walked face-first into Scootaloo’s breasts. Her big, huge, soft jiggling full-out-in-the-open bare breasts. Scootaloo had apparently just finished showering, her body still steaming wet from the shower. There was one comically small white towel wrapped around her waist. Her hips were now so wide that the towel could only effectively wrap around her right leg, the left was bare all the way down, exposing her bulging leg muscles all the way down. The little towel was only held up by Scootaloo’s hand on her hip. The other hand had been straightening a towel wrapped around her head.

Dash looked up at Scootaloo in wordless awe. This was the first time she’d seen her breasts in all their glory. They were big. Huge. Absolutely dwarfing her own. Each one had to be twice the size of her head and were capped by wide, dark areola and thick, erect nipples. Scootaloo bent down to pick up the clothes Dash dropped, her large breasts hanging down pendulously in front of her in the way that only breasts that size could possibly do so, slapping against each other wetly. Once Scoot had draped the PJs over her thick arm, she extended a hand and pulled the smaller woman up to her feet as if she weighed nothing.

“Sorry, didn’t see you down there,” Scootaloo said, her voice a mix between smug and suggestive. She slowly curled her forearm across her expansive bosom, blocking very little.

“I didn’t know you were uh. Y’know. Showering. Or anything,” Dash practically stammered, taking her pajamas back from Scoot.

Scootaloo chuckled, “Yeah. Finished my dinner so I just jumped in the shower. Going to throw on some clothes and head to bed now.”

Dash could not get her eyes focused on Scoot’s face; one of Scootaloo's nipples was not fully obscured. “Yeah,” Dash replied robotically. “Okay, Scoot. My bad for uh, bumping into you.”

“It’s alright,” Scootaloo shifted her weight to one leg, thrusting the bare one out. “Long as you’re okay. Didn’t expect these to knock you to the floor.”

Scootaloo gave ‘these’ a gentle squeeze on that note and let out a soft little moan. Dash felt the blood rushing to her head again.

“See ya later, Dash. Have a good shower,” said Scootaloo, moving past her. Dash had to press herself against the wall to avoid the huge girl, and the undersides of Scoots massive boobs gently swiped the top of her head. She had to have grown even bigger since they got home. Before right now she couldn’t have been that tall. No way. Scootaloo had to be seven feet tall. Or bigger. Dash watched as Scootaloo tilted her head to duck under the hallway door and walk off. Dash figured she must be taller than every member of royalty barring Celestia herself, who was a sight herself at eight feet. Though not nearly as built.

Not nearly as stacked. As sexy.

Dash hopped into the shower and resumed her earlier masturbation session with newfound intensity.

Ten minutes and two orgasms later, Dash finished brushing her teeth and wiped the mirror clean, staring at the flushed, lightly tanned face in the mirror back at her.

“Get it together Dash. She’s still Scootaloo. No matter how big, or how strong... or sexy... doesn’t change who she is.”

Or does it?

“Even if she’s been acting a little different.”

More like a lot different. That way she picked up Sweetie Belle and fingerfucked the living daylights out of her sweet pu-

“Shut up!” Dash grabbed a fistful of her hair and tried to wrestle her thoughts.

What was that she said? She doesn’t care if you saw? She wants you. She craves you. There’s nothing more that you want than to be that position-

"Shutupshutupshutshutup!"

To have that big sexy body embracing your hot sexy body and ravaging you with those strong arms and corded legs and massive ass and enormous jiggling tits-

“UGH!” Dash filled a cup of cold water and splashed it onto her face. It was no use. The whole afternoon and evening had her mind filled with endless lewd scenarios of her and Scoot entangled in some incredibly hot sexual fantasy. The teen was larger than life, and after smacking straight into those huge, soft tits of hers there was no way Dash was going to be capable of unburning that image from her mind. As big as she was, they were not even comparable to Scootaloo’s assets.

At least she could sleep on it.

Dash toweled off and threw on her favorite silk pajamas. They were mostly loose, and even the bottoms hung around her hips slightly. The epitome of comfort. The top was only a little bit tight. Only because she was starting to feel a tiny bit full again. She’d have to empty her tanks in an hour or so.

Drying her hair took forever. After some quick combing she was ready for bed. Dash plodded down the hallway in a daze. It had been an exhausting rest day for her. Right now she was spent and needed a nice relaxing sleep. Dash flicked the lights on in her room and froze.

Scootaloo was relaxing on her bed, reading a Wonderbolts Weekly magazine that was on the nightstand. Her long, strong legs splayed out over the length of the bed and then some, big feet dangling over the end of the bed. The panties she had on were deep red with trim lace along the edges –the spaghetti strap holding it around her wide hips looked as if it were fighting to stay on. Dash felt her mouth go dry when she saw the shirt Scootaloo had on. It was one of her old old shirts that she’d lent her when Scoots first wardrobe had become too small; a faded blue T-shirt with the words ‘eighth wonder’ printed on the front. Scoots humongous breasts were stuffed in so tightly the lettering was cut off at the beginning and end of the phrase. The hem of the shirt stopped at the bottom of her bulging bosom, her very prominent nipples sticking almost two inches out from and clearly defined through the cotton. Small tears dotted the fabric where it was most stressed, and where it wasn't, her bronzed skin bled through the fabric. It looked like the shirt would burst with one deep breath.

It was an incredibly wanton display.

“Scootaloo… what are you doing?” asked Dash, as if she were addressing Fluttershy holding a pile of rattlesnakes.

“Relaxing in bed,” Scootaloo replied casually.

“That’s my bed,” said Dash.

“I know. I can’t sleep on the couch anymore. Outgrew it,” Scootaloo said with an air of pride.

“The guest bedroom is-“

“-still your turtles room,” finished Scootaloo, flipping a page in the magazine and inhaling lightly, causing the shirt fibers to pop near her shoulders.

“I’m not sleeping on the couch in my own place.”

“Didn’t say you had to,” Scootaloo said coolly. “It’s your house. I’m just sleeping in the only place that fits me.”

Dash crossed her arms. “Where the heck am I supposed to sleep?”

“Sleep in your bed,” suggested Scootaloo. “It’s not like this isn’t Queen sized.”

A pregnant pause from the both of them.

“I don’t snore,” Scootaloo added.

Dash broke into a swear. Her couch was fine but she never liked sleeping on it. It was like comparing a bed of nails to fluffy clouds. There was no way she’d get any kind of good nights sleep on that thing. However, the alternative was wracking her conscience. Would she even get sleep laying next to Scootaloo? She’d been in her sights, and her thoughts, more and more often these past weeks. She’d basically just masturbated to her.

The silence seemed to be admission for Scootaloo, who turned off the lamp and patted the spot next to her on the bed. Wordlessly, Dash walked over and climbed into bed. Once she was under the (still slightly damp) sheets, she rolled over on her side with her back to Scootaloo. Even without seeing her, the presence of this huge girl was impossible to ignore; the way the sheets and mattress pulled towards the other side of the bed, the breaths blowing against her hair, she even smelled nice from the shower. Dash bit her lip. How was she going to fall asleep with what amounted to her wet dream right beside her.

The mattress shifted heavily –Dash glanced up to see Scootaloo’s powerful arm, rippling with muscle, sliding over her head to drop the wonderbolts magazine on top of the daring do pile of books on the nightstand.

“Hey Dash?”

“Yeah?”

“Sweet dreams.”

“You too, Scootaloo.”

Dash felt her eyes flutter close, and she eventually drifted off to sleep.

Bed times

Dash woke up the next morning unable to move.

During the night she’d happened to roll over on her back. It wasn’t uncommon for her. Oftentimes she’d move around in her sleep. This time though, she’d managed to do a full roll right next to Scootaloo, whose big, muscular arm was laying on top of her.

“Urgh,” Dash wiggled to her left. It was unbelievable how big and heavy her limp arm was. It was like being pinned under a log. Dash gripped Scootaloo’s arm a little harder and stopped for a second. She wrapped both her hands around the thick, corded muscle of Scootaloo’s bicep to get a feel for the power, the size of it. Then with one hand still resting on the muscle, Dash reached down and fondled her left breast. Her suspicion was immediately confirmed.

Dashs big tits were smaller than Scootaloo’s biceps.

A brief pain throbbed in her chest as soon as Rainbow had clambered out of bed. Dash hefted both her tits up, feeling the familiar tightness and the gentle sloshing within. Looks like she’d had to drain her ladies again.

As Dash walked to the bathroom she stopped to glance over Scootaloo’s big body. If anything she looked even larger than before she went to bed last night. Now she had to be over a foot taller than her. Was she already over seven foot?

Dash shuddered at the thought. It was already imposing enough to be eye level with Scootaloo’s massive breasts. But to be only tall enough to meet her belly button?

Scootaloo let out a soft sigh and rolled over on the bed away from Dash. There were small tears forming along the back of the T-shirt she had on, her bulging traps tenting the straining fabric to their limits. If Scootaloo were to wake up and stretch right now there was no doubt in Dash’s mind that the shirt would just explode in tatters right in front of her and expose Scootaloo’s over-sized breasts, muscular body, perfect nip-

Dash slapped herself in the face to shoo that thought away. Even with that out there, her pussy was already beginning to moisten at the thought. How the heck was she going to handle living with Scootaloo for the rest of the summer like this? She would have to steel her resolve. First things first, she was going to have to continue her daily draining.

The next week passed in a blur. Every day it seemed like Scootaloo was growing a little bigger. Not as much as her exemplary growth spurt the other day but slowly and steadily, at least a half inch per day. On Monday she was 7’2” and had to use two chairs to sit down at the dining table. The big house Dash was living now seemed a lot smaller to Scootaloo and the thundering of her footsteps echoed loudly wherever she stepped. By Thursday Scootaloo swelled even larger to a towering 7’5” tall. Training was now pointless. There was nothing Rainbow Dash could do to challenge her titan of a pupil any longer. Their daily runs left Dash in the dust every single time. Exercising downstairs was becoming more difficult only because the basement ceiling was lower than the ones upstairs in her otherwise spacious home, meaning Scootaloo’s head was touching the ceiling. The bench-press was completely pointless to her, and Scootaloo was getting more out of the bar by using it as a huge long dumbbell, pumping well over three hundred pounds of weight in a single arm. Dashs traditional arm wrestling exercise was a total joke -Dash could stand up and strain with both limbs at Scootaloo’s arm and would still not be able to budge her. Scootaloo had more power in two of her fingers than Dash had in her entire body.

Scootaloo loved to flaunt it too. On more than one occasion she’d continue to ‘accidentally’ reveal herself to Dash. Sometimes it was innocuous enough like a repeat of walking out of the shower with only 1 small towel. Other times she’d begin undressing right in front of Dash, exiting the room and pulling off an overstretched t-shirt to let her big globular breasts slap against her chest and serve up an eyeful of delicious backboob. The large size clothes that she had bought were already becoming too small, and the second week after she bought them, had returned most of them for even larger sizes. Even the princess sized shoes were outgrown, and Scootaloo was wearing the specially made sneakers for Celestia. They were the biggest possible shoes in existence and Scootaloo fit into those like a glove.

And still, she was growing.

“I’m heading out for the night, not too long, okay, Dash?” Scootaloo asked again one night, putting on some ill-fitting clothes and slipping into her sneakers.

“Sure. Just don’t stay out too long,” Dash withheld any comments about getting into trouble. There was no doubt Scoot could handle herself just fine. Now approaching 7’7” the teen was two feet taller than she was, and the shoes even gave her another inch. If this kept up Dash would be staring at her navel soon.

Scootaloo walked over to Dash and wiggled her cellphone assuredly. “Don’t worry, I won’t be gone too long. If I am, just call me.”

Dash gulped, her eyes roaming over the perfect six pack abs and straining breasts directly in front of her. “Uhuh.”

“See you later,” Scootaloo said with a sly grin, turning around and departing out the door. Even with her big front door it was comically small now compared to her. Everything practically was.

Once she was gone Dash ran to her bed and stripped off her clothes, fingers almost immediately finding their way into her pussy. One hand flew up to her fat, engorged tit, giving the slightly turgid flesh a needy squeeze. She was so fucking wet already it was insane. It was insane. This whole situation. How huge Scootaloo had gotten. She was so fucking big, and strong, and sexy and powerful and next to her she was so tiny and weak and all she wanted was to just run her fingers over her body and explore the physique of an amazon-

“AH AAAAAAAUUH!”Dash screamed her first orgasm, rocking through her body like an out of control earthquake. With Scoot out of the house she could scream all she wanted. There was sudden dampness on her other hand. Small streams of breast milk squirted from her nipples and Dash, in the throes of her orgasm, tugged on it and squirted even more all over her torso, riding out the powerful sensation for as long as she could.

Finally, after over a minute, the orgasm winded down and Dash rolled her eyes back to reality. Well, her bedspread was ruined again. Plus, she was a total mess now. There were juices and milk all over the covers mixing together to make one hell of a sweet aroma. Dash sighed and weakly pulled her shirt over her leaking tits. Her over-productive tits immediately stained the fabric and bled through. This was the second time she’d done this in a week. It was also the second time she’d have to wash them. Rainbow dejectedly balled up her blankets and woozily walked to the laundry room, stuffing them inside and running a wash.

“I’ve really gotta stop doing this on my bed,” muttered Dash, wandering tiredly to the bathroom. A long hot bath was something she hadn’t had in ages but right now, she felt like she could use one. Dash ran the water hot, then switched it to warm and slowly descended inside with a drawn out “Aaaah.”

This was something Rarity did all the time and loved dearly. Rainbow felt it took too much time out and only took baths when her body was tired from a full body workout. Submerged under the hot water, breasts bobbing like two buoys, Dash still found herself just as horny as she was earlier. Her fingers drifted down once more to the needy space between her legs, her mind filling with images of herself in this tiny space with Scootaloo, the huge girl filling the tub and more. Maybe just a little bit more self play would sate her needs…

Two hours later a very exhausted Rainbow Dash finally stumbled out of the master bathroom, flushed and mostly clean. The towel was cinched loosely around her hips and Dash didn’t even bother covering her chest. It was late, sure, but Scootaloo hadn’t called. Walking down the hall to her room, Dash paused and swiveled towards the laundry room. Of course she’d forget to throw it in the drier. With an annoyed groan, Dash bent over and stuffed the sheets in. The towel around her hips slid off and fell around her ankles instantly.

“Fuck it,” Dash stood up and stretched, her spine and joints popping a little bit. She was going to be wearing her PJs in two minutes anyway. Dash tossed the towel into the washer with several others and ran that too. Idly fingering a nipple felt good, but as much as she had used them earlier she was absolutely going to have to drain them once more. Rainbow flipped her long hair behind her back and walked into her room, flicking the lights on.

“Hey, Rainbow,” a familiar voice rang out.

“WHA-!?” Dash swiveled her head around dumbly and there was Scootaloo reclining on her bed, one arm propping up her head and the other cradling her small cell phone.

“What were- Scootaloo! I didn’t know you were here!” Dash's hands flew to cover herself, despite knowing she’d just given Scootaloo a full display. “Why didn’tcha call me?”

Scootaloo shifted her long legs so they were on the bed. She took up a lot of space now. “Sent you a text message. Didn’t you get it?”

“I… well.” Dash flinched. She usually had those set to silent since Pinkie sent her a million funny links and photos almost every day. “Didn’t check that, no.”

“My bad, next time I’ll call,” Scootaloo flipped her phone around. “Thought you weren’t home, Rainbow Dash. Looks like you were in the big bathroom, huh? I didn’t look there. Didn’t know you took baths still.”

“Only sometimes,” Dash said hurriedly. “Don’t look.”

Rainbow turned around and pulled her dresser open, grabbing a fistful of whatever garments were in the drawer and quickly slinking into the bathroom.

A minute later Dash walked out of the bathroom wearing the outfit she’d snatched. It was one of those comfortable summer outfits she’d wear when Rarity demanded Dash show up somewhere ‘not dressed for the gym’. A sexy short dark rose colored sleeveless top with a big V-cut neckline that exposed most of her cleavage and cut off right at the top of her belly. The shorts she had on matched and were form fitting, coming down to mid-thigh and hugging her curves tightly.

Scootaloo had put her phone away and was idly thumbing through a magazine. She looked up and noticed Dash walk in, biting her lip slightly.

“Nice,” she commented, putting the magazine away and propping up her head to look at Dash. “Those are some sexy pajamas.”

“Thanks,” Dash blushed a little and climbed into bed, rolling onto her back. She felt small and naked again without the blankets on the bed. The cool air in her room caressed her exposed stomach.

“So,” Scootaloo adjusted herself on the bed and laid flat on her back as well, long legs extending far past Dash’s off the bed “Where’re the blankets?”

“In the wash,” Dash said quickly, playing with her hands. “They’re dirty. It’s blanket wash night.”

Scootaloo made a thoughtful noise and got out of bed, sauntering over to the door to turn off the lights. It seemed she was ready for bed as well. She was wearing a pair of Dash’s panties, which were stretched so tightly the band was practically spaghetti string, making it resemble a thong more than anything. The fabric vanished deep between her two globular cheeks. One of Dashs old T-shirts was also proudly pulled onto her huge body. It was so small that the hem of the shirt just about reached to below her areola, and there were already large rips and holes along the sides of her breasts. In fact, it seemed to be mostly in tatters now that Dash was studying it closely. Only a few defiant rectangular stretched threads kept the shirt from completely exploding off her body.

“Is there something on my shirt?” Scootaloo asked innocently.

“Buh,” Dash shook her head. Staring again. “You mean my shirt? It uh, doesn’t look like it’s uh, fitting you too well.”

“Yeah it doesn’t, huh?” Scootaloo flexed her traps, causing the fabric to pop and tear even further. “Your clothes can barely hold me in.”

Scootaloo hit the lights and sat back into bed, the whole mattress shaking with the force of her body slamming down. There was a quiet, tense silence between them for a short few minutes.

“How’s it so cold in here?” Asked Scootaloo, turning to look down at Dash.

Rainbow cleared her throat. “Central air is set to 68 during summer nights. Because of the uh, humidity. I also sleep better with blankets on so that balances out.”

“Ah,” Scootaloo seemed satisfied with that answer. “So how’re you sleeping now?

“Not feeling sleepy. Maybe I will in fifteen minutes. Maybe I’ll just lay here until the blankets are done drying.”

Another pregnant pause.

“So where were you anyway? This is like the second time you’ve gone out somewhere this week? I’m not nosy but uh, if it’s not a big deal-“

“I was with Sweetie Belle,” replied Scootaloo nonchalantly. “At her place. Both times.”

Rainbow Dash felt her heart skip a beat. “Oh, that’s cool. What were you two up to?”

“Having the craziest sex together.”

Dash inhaled sharply at the remark, her eyes widening with vivid flashbacks to the day at the lake.

“Not for too, too long, but it’s been so much fun,” Scootaloo barreled on, no hint of restraint in her voice. “I’d call in ahead of time and when I get there, she’s waiting for me dressed in this sexy lingerie stuff that belongs to her sister but it looks waaay hotter when she’s wearing it. Then I go in there and kiss her real hard on the lips, and start playing with her breasts and stuff. She makes these super cute moans and noises when I’m touching them. Sometimes she bites my neck a little and that feels good but I wouldn’t do that to her because I might mess up her skin, so instead I just nibble her ear a little and squeeze her big ass.”

Nothing else on this planet could have Dash’s attention more than this story. Her body was starting to feel really hot.

“So, after kissing her a bunch and stuff I usually turn around and start eating her out. Y’know, like standing over her on my knees. But since I’m so much bigger than she is Sweetie can’t really do anything for me besides rubbing my legs and screaming a lot when I make her cum. Which is a lot because my tongue is also bigger too." Scootaloo stuck her long tongue out and lewdly wiggled it around.

Dash stayed absolutely still, resisting the urge to touch herself despite how wet and hot it was getting in her crotch.

“So, I stuck my fingers into her pussy and really got them in deep and she said afterwards that it was almost as good as being fucked by the real thing. She was really super tight inside, and I had two of my fingers up to my knuckles. After I made her cum like a gaziliion times I sat back and she ate me out. It’s the best feeling. Apparently my clit is a little bigger too because Sweetie found it and made me have an orgasm like right away. I almost squeezed her head too hard when I came the second time.”

“Yeah?” Dash breathed, feeling her chest rise and fall. Scootaloo wasn’t the world’s best storyteller but what she was saying got her turned on so hard so fast it was impossible to think. Her nipples were perked up beneath her shirt and begging to be played with and her shorts were going from damp to soaked in no time.

“Oh yeah. After we were both done me and her just laid down together in her bed for a bit and we just touched each other for a little while. She’s so soft and smooth. I love squeezing her big butt with my hands. I can’t even get my hand around one of them, her butt is so big.”

“Nng,” Dash felt her pussy throb. She was aching now. Sweat was starting to form on her forehead. The room didn’t feel so cold anymore. “That’s uh, sure interesting, Scoot. I guess you and Sweetie are an item now, huh?”

“Nah,” Scootaloo said.

Dash cocked her head to look at Scootaloo, who was looking at her hungrily. “But you uh, just said you did all those things wit-“

“Yeah but she’s not the one I want. As cute and sexy as I think she is, I don’t want her.”

In a flash belying her size Scootaloo swept her leg up and over Dash, straddling and pinning her beneath her nearly eight foot tall body.

“Wha- Scootaloo?” Dash wheezed. Celestia, she was HEAVY. Dash looked to her right and found herself face to face with Scootaloo’s bulging calves and thighs, her folded leg so big and long that her knee extended past her head and touched the headboard. To Dash’s left, Scootaloo’s other leg fell off the bed and judging from the angle, was planted firmly on the floor.

Scootaloo’s upper body loomed above her, the underside of those swollen, heavy tits practically glistening in the moonlight. The smirk on Scootaloo’s face was telltale of her own arousal.

“I want you.”

In her position struggling was pointless. Dash wriggled anyway, trying to get her right arm free. “But all that stuff with Sweetie Belle-“

“Was fun. Is fun. I totally want to keep seeing her because she loves my body and I love hers. Ever since I was little though, it wasn’t Sweetie Belle I wanted. It might sound kind of lame or mean or whatever, but I did want to try getting a little experience before trying anything with you. Reading about stuff on my phone can only give so much advice,” explained Scootaloo, grinding her pussy into Dashs.

“Plus, I know you want me. I know you want me bad,” Scootaloo remarked.

“I- uh, but we, how-“ Dash stammered, her mind racing.

“C’mon Dash, I started noticing you noticing me noticing you like, the day after I grew taller than you. Every day after, when I got bigger and stronger you kept looking at me more and more. It wasn’t the usual looking at me noticing. I saw you checking out my legs, or my arms, and my tits.”

Scootaloo leaned back and inhaled deeply, stretching her arms over her head and flexing in a double bicep pose. The old shirt finally gave up the ghost and the garment tore loudly, falling apart in tatters off her chest in an epic display of size and power. The ribbons that remained drifted down around Dash’s face and chest like dead leaves.

Completely free and nude from the waist up, Scootaloo flexed her muscles and moaned, dragging her fingers all over up and around her massive, powerful body. Now that her huge breasts were free and no longer constrained they looked even larger before. With one free hand, Scootaloo reached down and wrapped her fingers around the soaked fabric of her panties and pulled that off with a wet snap, tossing the garment aside.

Scootaloo scooched back so she was resting her hips on Dash’s knees, and bent over to rest her big, heavy tits on Dash’s chest.

“Oh sweet Celestia,” Rainbow gasped, overwhelmed by the warmth, the weight and the sheer size. These tits dwarfed her own hefty hooters -they had to be three times the size. Their full weight was incredible and Dash felt almost out of breath. Each one of Scootaloo’s hefty breasts had to be thirty pounds each. Rainbow felt something stiff poking the side of her right boob and blindly reached up to move it, and blinked hard, realizing she had three fingers curled around the thick rubbery stiffness of Scootaloo’s nipple.

After letting Dash get to know her assets for a few more seconds, Scootaloo lowered her head and got face to face with the much smaller woman, her flushed face and full lips inches away. “Well, that’s pretty much everything I had to say, I think. So, what’re we gonna do in this bed?”

Dash leaned up and kissed her. Hungrily, sloppily, desperately, the only way she knew how to kiss. Scootaloo reciperated with force, her larger tongue wrestling itself around Dash’s and pushing deeper inside her mouth. Despite Dash’s best efforts, she could barely keep up with the intense make-out. Years of quiet, simmering lust from the teen boiled over to the surface and the flurry of kissing was overwhelming. The hefty weight on her chest and Scootaloo’s body heat had her sweating and out of breath in less than forty seconds. The tiny feminine pants and gasps escaping Scootaloo’s lips between every hurried oral embrace belied her now huge size. Dash writhed in arousal under the giant, sweat running down her face in small streams.

After what seemed like an eternity Scootaloo let up, panting lightly and pulling herself up slightly.

“AH….ha…. whoa,” Dash inhaled deeply, sucking in the cool air as the crushing weight on her was torso relieved.

Scootaloo placed her big hand on the side of Dash’s cheek. “You okay, Dash? You look like you’ve ran a marathon.”

“I kinda did,” replied Dash, turning into Scootaloo’s palm. It was nearly big enough to encompass her face. “There’s just… y’know. So much of you now.”

“Yeah. Sorry.”

“Where did you learn.. to kiss like that?” asked Dash, smacking her lips.

“Sweetie and me practiced a lot.” Scootaloo sighed happily. “She’s a really good kisser, but not as fast as a kisser as you. A lot gentler. Slower.”

Scootaloo adjusted herself on the bed, pulling her leg back onto the bed and reclining next to Dash, one arm propping up her head. The other arm slid down to the space between Dash’s legs. It was like a swamp down there. Hot, moist, sticky.

“You should take your top off.”

“Why?” Dash said dumbly.

“Cause I’m gonna rip it off if you don’t.”

And with that comment, Scootaloo dug two fingers into the waistband of Dash’s shorts and pulled them all the way down and off her her legs in one swift motion. Not wanting to argue or risk ruining one of her best tops, Dash pulled her sweat-soaked top over her head and threw it off to the side; bare breasts slapping against her chest and wobbling awkwardly. There was the slightest pain there too. They were starting to get full again.

“Now for some real fun,” Scootaloo cocked her arm and stuck her index finger inside Dash’s waiting pussy.

“OHH!” Dash arched her back instantly. Although in the past she’s fingered herself plenty of times, this was a whole nother level. It was like having a medium sized dildo stuck up inside of her, but at the same time so SO different. Scootaloo was wiggling her finger, then exploring deeper up to the knuckle and moving the tip back and forth and Rainbow was writhing on the bed and gasping and clenching hard and then Scootaloo twisted her finger back and forth-

“OHHFFFFUUCK!” Dash came hard, thrusting herself up and down and clamping down hard on Scootaloo’s big, long finger, her pussy lips milking that digit for all its worth and squirting a shower of juices on the bed, her thighs and dribbling down her knuckles.

“FUCK!” finally, Dash collapsed back onto the bed, panting and lolling her tongue. “Fuck… wow.”

“Wow is right,” Scootaloo withdrew her finger and gave it a sniff, followed with a sensuous lick.

“What… whatcha mean?” Dash muttered, her orgasm still reverberating through her body.

Scootaloo smirked. “Well, that was only one finger and look how hard you came. With Sweetie Belle I have to use both fingers.”

And without any hint of giving a break Scootaloo reached down and inserted both her middle and index finger back into Dash’s spasming pussy.

“AGH!” Dash gasped, seeing stars. If she had felt full before this was nothing. Not even close. This was like being fucked by the biggest dick she ever had inside her. Full, warm, wiggling, thick, hard. Dashs mind was whirring, her second orgasm roaring towards an impending encore. Scootaloo wasn’t exploring this time, she was pistoning her fingers in and out at rapid speed, only pausing her rapid thrusting to shove her fingers inside and twist, before repeating her assault. After several more seconds of finger-fucking Scootaloo twisted her fingers in just the right area and hit Dash’s g-spot.

“AAAAAAAAAAAAHH! YES!” Dash screamed, crossing her legs and gripping the thin bedsheets for dear life as her second orgasm erupted inside of her like an exploding volcano. She arched her back hard and held herself for a few trembling seconds before collapsing onto the bed in a daze.

“That…was… amazing…” said Dash after collecting herself. “Shit… I can’t… remember the last time I came that hard.”

Scootaloo looked incredibly pleased with herself. “Thanks!” she said cheerfully, her hands groping her own massive breasts. “Now, I think it’s my turn, Dash.”

“What did you have in mind?”

Without saying a word, Scootaloo moved herself to the end of the bed and spread her long, muscular legs wide, planting both feet firmly against the headboard.

Dash sat up and blinked. In the dimly lit room she could make out the dark, glistening space between Scootaloo’s legs. Slowly she crawled over to it. Her limbs were still tired and unsteady but she got there in no time. It was bigger looking than hers overall. Darker too. Dash figured judging by the size of her normal sized hands that she wouldn’t be able to satisfy Scootaloo the same way.

“Well?” Scootaloo placed one of her hands on the back of Dash’s head. “C’mon, Dash, I’m horny as hell.”

Rainbow was only inches away now. There was so much heat coming off from Scootaloo’s entrance that it was making her already flushed face even warmer. Tentatively, Rainbow leaned forwards and licked.

“Oooh,” Scootaloo’s tree-trunk sized thighs flexed and quivered. “Keep going! Your tongue feels amazing!”

Spurred on, Dash dove right in and began to lick all over. In no time at all her face was soaked in Scootaloo’s plentiful juices. Lapping up all around was her main goal right now, because Scoot tasted absolutely delicious. Like a hot, sweet, sticky and spicy all at the same time. The way Scootaloo was shaking and moaning above her was amazing feedback.

Suddenly one of those powerful hands was against the back of her head, and then Dash found herself being pulled hard right up against Scootaloo’s spasming pussy.

“Deeeper,” choked out Scootaloo between heaving pants. “I’m so close, Rainbow Dash.”

“Mppf,” Dash muffled in response, sticking her tongue as deep inside as she could and wiggling around. This was spectacular, this hot and heavy warmth pulsing against her face. Scootaloo’s big hand kept applying more pressure and Dash just licked and sucked and drank as much in as she could.

As she licked on Dash shifted her head and felt something hard bump her nose. Crossing her eyes, she realized she was staring at Scootaloo’s over-sized clit; it was huge! Comparatively to hers, of course. Dash gave it a rough lick.

“OHHHHHHH!” Scootaloo seized up. “RIGHT THERE!”

Rainbow flicked it with her tongue a couple more times, then opened her mouth and wrapped her lips around it and sucked on the pulsing clit like a lollipop.

Two things happened.

Scootaloo shrieked like a banshee and came hard, her orgasm ripping through her body like a hurricane and squirting a pint of hot girlcum all over Dashs face.

And she slammed her legs together.

Dash saw stars. It felt like she’d just had her head slammed by a charging bull from both sides. She couldn’t see… she couldn’t really hear anything besides a dull ringing in her ears -to top it all off she couldn’t really breathe either with the copious amounts of warm fluid assaulting her front. Dash was so winded she couldn’t even tap on Scootaloo’s massive legs for help, and they were still squeezing her head tighter and tighter like a vice as the amazons orgasm continued in intensity. The stars in her vision blossomed like black flowers. She felt lightheaded, the massive thighs pinching her harder and harder. Rainbow Dash felt the pressure in her skull mount even higher.

Scootaloo opened her legs.

“Ohmigod!” Scootaloo said somewhere above, it sounded like she was underwater. “Are you okay?”

Dash coughed and gasped for fresh air, feeling two big hands slip under her shoulders and hoist her up. She felt like a child’s toy all limp in Scootaloo’s grip.

“Dash, say somethin’!”

“I think… you ought to skip leg day,” Dash sputtered, coughing again and licking her lips. “Geez, Scoot, you almost popped my head like a grape.”

Scootaloo exhaled and chuckled nervously, her big tits jiggling with her laugh. “I’m soo sorry. I did the same thing to Sweetie Belle and thought this time I could hold it back. You aren’t too hurt, are you? When we did it I wasn’t as big as I am right now.”

“Nah, I’m… I’ll be alright,” Dash ran her arms along the size-able breasts directly in front of her, giving the supple flest a squeeze. “No more oral for you, Scoot.”

Scootaloo set Dash down and ran her fingers through her purple locks, breathing heavily as her orgasm settled down. Rainbow continued to fondle Scootaloo’s massive breasts. The size of those things were absolutely marvelous, and not saggy or gross or anything. After groping them for a few seconds, Scootaloo returned the favor, and Dash was awed at how easily Scootaloo could just palm one of her tits in her bigger hand.

“Time to return the favor,” Scootaloo announced, carefully shifting her body so she was reclining on her back with her head against the headboard and her legs reaching down the bed once more.

Dash blinked at her dumbly, still a bit dazed from the physical oral pleasure.

“What?”

“Dash, come over here.” Scootaloo ordered more than asked.

“Okay.”

Dash clambered over on her hands and knees, eyeing the huge swell of Scootaloo’s massive breasts sticking up like a pair of bronzed hills off her body. Dash kneeled next to the massive teen and was about to ask about what’s next when Scootaloo lifted her up and sat Dash down on Scootaloo’s face

“OOH!” Dash arched her spine, clarity rocketing up her body when Scootaloo inserted her tongue deep into her burning pussy. It was big, it was warm and it was wiggling around experimentally, a little bit like those big fingers from earlier but so much more intense and intimate somehow.

Big long fingers grabbed at her tight ass and squeezed, kneading it like dough. Dash moaned loudly and leaned forwards, her tits slapping against the back of the headboard. This was nirvana. Feeling Scootaloo’s big long wriggling tongue inside of her was not comparable to earlier. It was insane how deep it was going inside of her, how tenderly and at the same time roughly explored her throbbing pussy. Dash clenched and moaned even louder when she felt Scootaloo’s big tongue spasm and twist inside of her. Rainbow was feeling pressure building up in her body, and not just from her over-stuffed pussy.

“Not-not now,” Dash panted, flashes of pleasure snaking through her body. It was impossible now to ignore the growing tightness in her breasts. They needed to be drained and drained now before the pain began to mount. Dash wrapped her fingers around one of her erect, fattened nipples and briefly considered milking herself right there. “Just got to-OH! OH!”

Scootaloo’s tongue had poked against her G-spot and nearly brought her to a peak. In response, Scootaloo re-doubled her licking and even took things one step further, sticking one of her slickened fingers up Dash’s ass.

“FUCK! OH! OHMY-“ Rainbow bit her lip and thrashed around, the unexpected anal intruder wiggling around and finding even deeper passage inside. The combination of Scootaloo’s tongue and finger pushed her way over the edge and into the most powerful orgasm she’s had all night, the pleasure pumping through her body and flowing through one after the other after the other. It was like a point inside of her had exploded and sent rivets of monumental pleasure jettisoning around her body like a pinball machine.

Finally, after a few minutes of pure unbridled orgasm, Dash finally began to come back to earth. Feeling a massive bout of exhaustion, she fell backwards and found her head resting smack-dab between Scootaloo’s warm, pillowy tits. Dash blearily eyed the grinning visage of the girl across from her.

“How’d I do?”

Dash laughed and rolled her eyes, inhaling deeply and letting it out slow.

“That sounds good” Scootaloo grinned.

“More than-“ Dash corrected, her head still spinning. All she wanted now was to sleep. “Way more.”

“Dash… what’s wrong with your boobs?”

Rainbow looked down at her chest. There were small streams and driblets of white leaking out of her full breasts.

“Hormone malfunction?” offered Dash, yawning loudly. She didn’t care anymore.

“Are you having a baby?”

Dash chuckled and coughed. “Scootaloo, you could be fifty feet tall and you’d still be the same Scootaloo I’ve always known.”

“Yeah but,” Scootaloo mused for a moment, “then I’d be huge!”

“Nah, you’re huge right now,” Dash felt her eyes flutter shut. “I’m gonna sleep now, Scoot… prolly wake up to empty these dumb tits later.”

Scootaloo said something but Dash didn’t really hear, already beginning to doze with her head laying against the warm softness of Scootaloo’s hefty tits. She wasn’t quite asleep, and felt Scootaloo lift her up once more and bring her close. Dash felt something warm and wet poke at her leaking nipple, and then the strangest sensation yet, Scootaloo’s mouth wrapping around and gently suckling at her big sensitive nipple.

The final thought in her head before Dash fell asleep was that this felt way better than the breast pump.

The Big Finale

Dash woke up feeling more than refreshed. It was a rare feeling, actually. Waking up feeling this good was something that she only felt after performing some serious arduous activity the day before, like a marathon or a heavy day at the gym. Such a good feeling, she hadn’t even opened her eyes yet, just being comfortably awake in her bed with Scootaloo.

Dash’s eyes shot open.

Scootaloo.

Last night…

Holy shit, did last night actually happen? All that sex. The indulgences they’d partook in...

Rainbow Dash looked around without getting up. There was no heavy weight on the mattress, so she knew Scootaloo wasn’t in bed with her. She’d talk about that with her later, right now she needed to empty her-

Dash gasped, feeling her breasts. They were soft! Like, incredibly, normally soft. Usually they were heavy and tight when she’d wake up in the morning but right now they felt completely pliable. There wasn’t any sloshing or tightness in her bosom at all. Rainbow sat up straight and played with her tits, jiggling them experimentally and cooing at the sensation. They were even the same size. But how...

“Having fun?” came a voice from somewhere above her. Dash wheeled around.

“Scootaloo! About last night I-“

Dash cut herself short, looking up at Scootaloo… up and up and up.

“Cat got your tongue?” Scootaloo grinned down at her. The bulky teenager was huge. Big was no longer applicable of a description. Amazonian seemed too small now. The sculpted bronze goddess standing before Rainbow Dash had to be more than eleven feet tall. No, bigger, since the top of Scootaloo’s head was just about grazing her twelve foot tall ceiling. Each of her thick, powerful legs had to be wider around than she was, and her oaken thighs twice that. Her bulging abs looked like stacked cinder-blocks chiseled into her midsection, and her massive, pendulous, perfect breasts stuck out proudly from her chest, the bottom swell of them just about reaching the top of her cut abs.

Rainbow Dash climbed out of bed in a daze, walking over to the teenager who was now more than twice her size.

Wha… wha… how?” Dash gaped, staring up at Scootaloo through the v-shaped space between her breasts.

“I dunno, maybe this is how I was always meant to be,” Scootaloo said softly, flexing her arm. A bicep the size of a small boulder popped up, a single blue vein running along the top.

Rainbow just looked at Scoot up and down in awe. Her eyes were level with the top of Scootaloo’s thighs. Tilting her head slightly upwards brought her face to meet Scootaloo’s pussy. It was wet and glistening, and could sure enough swallow her arm if she had tried to stick it in there.

In a speed belying her size, Scootaloo brought herself down to a squat. Rainbow took three steps back in surprise. A canyon of cleavage couldn’t distract Dash from the look in Scootaloo’s eyes. Little, small, scrawny Scootaloo, now the biggest, tallest, strongest woman in the land.

And in her light violet eyes Rainbow Dash still saw the same adoration in them that she’s always seen.

“I want you,” Scootaloo bit her lip. “Y’know, romantically like. I don’t really know how else to put something like that, Rainbow Dash, but you’ve always been there for me, not only to look up to but, love too… the person I’ve always wanted to have but never could.”

Scoot dropped forwards to her knees, causing the floor to tremble from the impact. Even like this Dash still had to look up to her.

“I know I’m kind of… huge, but maybe we can make this work? It’s not impossible, right? And I haven’t outgrown your house yet! Just everyone else’s!” Scootaloo reached forward and tenderly grabbed Dash’s palm. It looked so small in her huge hand. Rainbow felt her mouth go dry when she realized even Scootaloo’s pinkie finger was longer than her whole hand.

“Dash… say something,” Scootaloo pleaded, rubbing Dash’s hand with her thumb.

Rainbow bit her lip. Looking over this giant teenager down on her knees and affectionately asking her something she’d never thought she’d hear in her life, Dash curled her smaller hand around most of Scootaloo's index finger and the word she’d had buried in the back of her subconscious burst forth in a single joyous
“YES!”

Scootaloo immediately crushed her in a hug, the twin mega-mounds mashing her entire body. Dash wheezed, tapping on Scootaloo’s arm for release. Just as she caught her breath and was about to instruct her on treating her incredible strength better, Scootaloo pulled her in for a kiss.

“Ohmmm,” Dash reciprocated with some difficulty, now that she was so tiny compared to her partner kissing was a force to be reckoned with. The suction stole what little breath she had left away with each meeting of their lips, and Dash nearly choked when Scootaloo forced her tongue inside her mouth, her own tongue nearly pulled out of her mouth when Scoot sucked on it and kissed her back hard. Making out with a giantess was difficult, her mouth being so so much larger than hers.

When Scootaloo broke the kiss Dash was panting like she’d run a mile.

Wow,” Dash rotated her jaw. “You’ve got to be way gentler with me, Scoot. I don’t think there’s entire towns as strong as you are.”

“Sorry…,” giggled Scootaloo, her big hand resting on Dash’s shoulder, fingers running along the length of her back. “Can we just stay in here all day just… together?”

“Sure, Scootaloo,” Dash said, a sudden tenderness in her voice. “Together like…cuddling together?”

Dash inhaled sharply. Scootaloo’s fingers had snaked down her back and her index finger was curved around her ass, the tip of the digit resting on the entrance to her pussy.

“Actually…I was thinking we could do a little bit more together,” Scootaloo bent down and leaned into Dash ear and whispered. “If you thought my fingers could fill you up yesterday, just you wait.”

Scootaloo punctuated that last word by inserting just the tip of her finger inside of Dashs pussy, causing the smaller woman to squeak and go bowlegged for a moment.
DINGDONG

The doorbell chime rang through the house.

“Ah… Scoot,” Dash stiffened and gasped. Even the tip of her finger felt huge. “I’m gonna... get the dooOOR.”

Reluctantly, Scootaloo withdrew her finger. Dash fell back on her heels -had she really been on her toes just now?

“I’ll be right back.” Dash grabbed one of her bigger towels hanging off the bathroom door and walked down her hallway. She’ll just say she was heading into the shower and whoever was there would politely leave. Worked every time.

The doorbell chimed again as she approached. Dash breathed in and opened the door.

“Oh hey there, Sweetie Belle!”

The curvy girl looked down at Dash with an odd smirk. “Is this a bad time?”

“Nah,” Dash tightened the towel around her bust. “What’s up?”

Sweetie Belle adjusted her fashionable red purse hanging off her shoulder. Dash took a moment to look her over. She was dressed in a hot little burnt orange number that was no doubt designed for her sister (and her sister’s smaller bust) tight in all the right places. The hem of her t-shirt came down halfway to her soft midriff, and the jean shorts were hanging off her curvaceous hips and revealing the lacy thong she had on. Even wearing flats, Sweetie was still four inches taller than Dash, but after spending all summer with somebody continually growing and making her feel like a doll’s toy, it was refreshing talking to a person who was only a bit taller.

“Is Scoot awake? It’s past noon,” Sweetie asked, checking her phone.

Dash coughed. “Yeah, she’s up.....were you wantin’ to visit her?”

“She texted me last night and said to come over after lunch, but all her texts this morning have just been jumbled letters,” Sweetie unlocked her phone and showed Dash the recent messages. There were five lines of gibberish visible on the screen.

“Uh,” Dash tightened the towel around herself. “Y’know, come on in. I think you’ll figure it out when you get inside.”

Sweetie Belle stepped inside; Dash got a whiff of her fruity shampoo once she walked past.

“Where’s Scoot?” asked Sweetie, tucking her phone away. “She’s not in the shower too, is she?”

Dash almost laughed at the idea of the giant sized Scootaloo crouching in her shower stall. “I really don’t think so. This way.”

Sweetie quietly followed Dash down the hallway, her flats making quiet slap slap sounds against the floor. Rainbow wondered why Scootaloo was being so quiet. Perhaps she was intending to surprise Sweetie Belle with her huge, new body.

Dash walked into the room and stopped when she heard Sweetie gasp behind her.

Scootaloo had her huge, defined back to the bedroom door and was fiddling with something on the floor in front of her. The back of her massive tits flowed to her sides and wobbled beautifully. Scoot turned her head to look behind and spotted Sweetie Belle.

“You made it!” Scootaloo exclaimed loudly, standing up to her full height and approaching quickly.

“Scoot! What happened!?” Sweetie took a small step forward and craned her neck to look up at her towering friend. “How’d you get so.... huge?”

Scootaloo bent down and picked Sweetie up and lifted her high into the air with a small eep. Without another word Scoot embraced the demure girl with the same shockingly powerful kiss that Rainbow had received earlier. Both of Sweeties flats slipped off her feet and clattered to the floor.

Rainbow felt her neck getting sore staring up at the two making out. Removing her towel, Dash walked over to her damaged looking bed and flopped onto it -she was about to close her eyes when she caught an eyeful of orange whizzing past her. The make-out session up there had gotten more heated in the past minute; Scootaloo had peeled off Sweeties top and was fondling her perky tits, and looked to be in the process of pulling her shorts down. Rainbow was utterly transfixed at the site of this giantess ravaging the smaller girl. Watching Sweetie being manipulated and dominated so easily was getting her incredibly aroused. Rainbow bit her lip as she watched Scootaloo open her mouth wide and gently suck on Sweetie’s entire pert breast for a few seconds, then switching to the other with the same tenderness.

After a minute of this sexual attention, Scootaloo whispered something into Sweetie’s ear and set her down on the floor. Sweetie took a moment to fix her curly hair and set her bottle green eyes on Dash.

“Dash, I found your toys,” Scootaloo interjected, taking one huge step over to the small pile she’d been poking around a few minutes ago. “Can we use some?”

“Uh-huh,” Dash was distracted. Sweetie Belle was sauntering over to her in the most sexual way she’d ever seen. Rolling hips, slightly swinging shoulders, perky, perfect breasts capped with light pink nipples bouncing so, still glistening from their recent ministrations, and before she knew it that body was clambering into bed next to her.

“Uh, Sweetie Be-“ Dash was cut short when Sweetie kissed her gently on the lips. She was soft, warm, and her fluffy hair fell around Dash’s face like a plush curtain. Rainbow cupped one of her perky tits, sticky wet from the suckling they’d just had. It was impossible for Dash to not lose herself in the make-out session. When Sweetie began to tug and squeeze Dash’s nipples it coaxed a soft moan from her. This just felt so good. Unbelievably good. This girl just knew how to push her buttons. But it’s not like Dash was going to be outdone.

SLAP

Sweetie yelped, her plush round butt jiggling like jello where Dash had smacked her. The look on her face spurred her to do it again. Harder.

SLAP

Sweetie Belle moaned, low and sultry and sexy.

“Do it again,” she purred, her free hand grasping at her breast.

SLAP

Scootaloo looked over in mild amusement. After rifling through all of Rainbow Dash’s naughty toy collection her curiosity had been sufficiently sated. There were plugs and dildos, ball-gags and paddles and all sorts of weird, kinky stuff surrounding Scootaloo on the floor, like an X-rated pinata had burst open. Despite all that was going on around her, the oddest feeling was going on with her enormous breasts. Scootaloo caressed her bulging bosoms curiously: they didn’t feel as soft as usual. Right now they felt tight and kind of sore; like two water balloons filled up right to the bursting point. Even her nipples, as long and fat around as cola cans and sticking off her chest on puffy cone shaped areolas, were incredibly tender.

“AH! AHHHHH!”

Over on the bed Sweetie had gone rigid and was arching her back, her fluffy hair bouncing around her head wildly. Scootaloo loved how loud she could be when she came. It made her feel incredibly hot.

When Sweetie’s orgasm seemed to have subsided, Scootaloo hoisted herself to her feet and took two large steps over to the bed, looming over the much smaller girls laying side by side. They were both an incredibly sweaty mess. Sweetie Belle was still panting heavily and Rainbow looked up at her in complete awe. It was a look that Scootaloo had been relishing more and more as of late.

“I think you girls could help me out with a massage” Scootaloo lightly tapped her fat tits and winced at the slight ripple of pain. “So, do me a favor?”

With that, Scootaloo bent down and rested one massive mammary each on Sweetie and Dash’s torso. Each one had to be around sixty pounds and was almost as large as a beanbag chair.

“Whoa,” Dash wheezed under the crushing weight. She gave a concerned glance over to Sweetie Belle and found she was already happily fondling every available inch of Scootaloo’s left breast available to her. Seeing Sweetie at it so feverishly prompted Dash to start rubbing the warm, taut skin of Scootaloo’s huge breast. The previously subtle veins visible had darkened too.

Dash felt an odd familiarity to the breast she was caressing.

“You two have no idea how good that feels,” Scootaloo tilted her head back and sighed. “My boobs have been feeling weird all morning.”

“Weird how?” asked Dash, her hand curling around a fattened nipple. It was incredibly stiff in her grip.

Scootaloo moaned. “I dunno....just... weird.”

A sort of good weird now that there was so much gentle attention to her breasts. Every second more that they were being fondled just kept feeling better and better as the sensitivity in them climbed. There was pressure mounting just behind her nipples. In her desperation for release, Scootaloo placed her hands onto the sides of her massive tits and squeezed.

A thick stream of creamy white milk erupted from her nipples.

“Scootaloo!” Sweetie Belle coughed, her face blasted with milk. “What the heck is that!?”

“I dunno! I just felt really pent up or something and now I’m… lactating too?”

“What do you mean you too?” asked Sweetie, licking her lips. A smile came onto her lips and she moaned in approval. “Wow, that tastes really good.”

Dash whipped her head from side to side and stared at Scootaloo’s thick dark nipple. It was dribbling milk at a steady rate all over her own breasts and neck. This was bad. Like, really bad. She had to call somebody and ask for more information. She had to call Fluttershy.

“Scoot. Gotta use the bathroom for a minute. I’ll be right back,” she attempted to lift the massive tit off of her and failed.

“Sure.” Scootaloo hefted her breast and watched Dash unsteadily roll out of the bed. She grabbed her cell phone and entered the bathroom, shutting the door behind her.

Sweetie Belle was on cloud nine. Despite the initial confusion at Scootaloo suddenly lactating, she had already opened her mouth as wide as she could and began to suckle at the big fat nipple, gulping down as much warm delicious milk she possibly could. Skipping breakfast that morning proved to be a smart move.

“Keep going, that feels amaziiiing,” moaned Scootaloo, tugging at her other nipple and spraying a pint of milk against the headboard. She was beyond caring at this point. All that mattered to her was emptying her big breasts to relieve the pressure. Sweetie’s mouth felt so good. Unbelievably good. Scootaloo placed her hand around the back of Sweeties head and positioned her at a better angle.

After five minutes of drinking there was a noticeable roundness to Sweeties slim belly.

“Do the other one,” Scootaloo hefted her emptied breast off Sweetie and plopped her right breast in her lap. Just as eagerly before Sweetie latched on and began to drink. This liquid ambrosia was almost intoxicating, it tasted so good. Sweetie Belle’s eyes glazed over as she drank and drank. It was like drinking a warm milkshake made with the world’s tastiest dairy. She couldn’t get enough of it. Despite already feeling full she kept on going. Small sprays of milk were dribbling down her own chest. Streams of it were cresting over her face and dampening her hair. Her stomach sloshed beneath Scootaloo’s breast, heavy and swelling from the gallons of cream she was consuming.

The steady stream of milk finally began to diminish just as Sweetie felt like she was reaching her limit. Scootaloo unceremoniously pulled her breast away from Sweeties mouth with a loud pop. A gush of milk squirted from her nipple and drenched Sweetie’s face.

“Oops! I’m sorry Sweetie!” Scootaloo blushed, looking for a napkin.

“S’fne,” said Sweetie, scooping the liquid into her mouth. “Celestia, it’s delicious but if I had any more I think my belly would burst.” Sweetie emphasized this by lightly slapping her stomach. It was fat and round and jiggled like a plastic bag filled with pudding. “I need to sit down for a minute, though.”

Sweetie Belle awkwardly got to her feet and gingerly walked over to a nearby sofa chair, plopping down with a heavy contented sigh. Scootaloo couldn’t help but marvel at the size of her belly. It looked like she just gorged herself on a buffet... and it was all because of her.

“Ok, Scootaloo uh, listen up,” Dash exited the bathroom with her phone in hand. “I just got off the phone with Fluttershy and she says there’s been some kind of misunderstanding with me at the start of summer and-“

Rainbow Dash gasped upon seeing Sweetie Belle reclining in the chair with a very rotund belly.

“My boobs feel better,” Scootaloo said brightly, getting off the bed and drawing herself to her full height. “Sweetie helped me out.”

Sweetie did a half-hearted salute from the chair.

“Can you two stop doing things every few seconds!?

Scootaloo scoffed.

Dash walked over to Sweetie in a hurry. “How much of… that did you drink?”

“Most of it,” Sweetie burped, and giggled. “Why? What’s the big deal? It tasted really good!”

This prompted another huge groan from Dash. Heavy footfalls crept up from behind her.

“Hey Dash, what’s this thing?” Scootaloo bent down and opened her hand. She was holding what appeared to be a small strap-on, only where the dildo was supposed to be was what looked like a dark, hard, flaccid set of cock and balls.

“It’s a special strap-on I got from Zecora when she came back from her country,” Dash picked it up and fiddled with it. “Told her to get me the craziest souvenir ever and well, she sure did. Wanna see what it does?”

“You bet! C’mon, show us!”

The circumstance Dash was in had gotten far enough out of her control that in her mind there wasn’t any point in controlling the situation. There wasn’t a chance in Tartarus she was going to be able to force Scootaloo to do anything -the girl’s increase in size and strength had brought her force of will up along with it. Arguing with an oversexed giantess didn’t seem like a smart thing to do at all.

Carefully, Rainbow Dash slipped the bands around her waist and hooked the strap. Then, she placed the roundish front directly over her vagina. There was a sound like a whip crack accompanied by a faint sizzle. The strap on changed color to match her skin tone and began to change. The balls began to fatten and hang lower, and the shaft slowly plumped longer and thicker and harder.

A good ten seconds later and Dash had a nine inch long horsecock throbbing in her fingers.

“Whoa, that’s so gross!” exclaimed Scootaloo, reaching down to prod it. It was huge compared to Dash but her middle finger looked to be just as long and even thicker around. “So it’s real?”

“Realistic,” corrected Dash, shuddering greatly. “This thing kicks your libido into maximum overdrive. Seriously, it’s like,” Dash shuddered again, her cock twitching and spurting a dollop of pre-cum into Scootaloos palm. “It’s really hard to think about anything other than sex when it’s strapped on. It also doesn’t run out or get soft. Basically, it’s the ultimate sex toy.”

Scootaloo was busily swirling her thumb over the flattened fat tip. Pre was smearing all over the head and every second more was burbling up. It was sticky and very slick. Mesmerized by the bobbing tool, Scootaloo fell to her knees, opened her mouth and engulfed Dash’s new toy.

“OOooooh fuck. Yes please.” Dash was glad she didn’t have to ask. This toy just demanded attention on an instinctual level and if it didn’t receive it, it just burned all thoughts away until the only thing running through your head was the need to cum cum cum cum cum.

This was only her second blowjob, but it was already way more fun. It was bigger, thicker and juicier than Pipsqueak’s little pecker. She was gulping nearly a tablespoon of pre every second and the cock was thumping wildly against the roof of her mouth. There was a hardish ring of flesh near the base that Scootaloo just loved running her tongue against. It was warm and wet and amazing. Scootaloo removed her mouth with a lewd schlorp and sucked one of those fat juicy balls in her mouth to suck on. It was like having a big warm egg in her mouth, but not nearly as fun as sucking on the penis. After a couple more seconds of attention there she resumed lapping at that cock, tickling the flare with her tongue and giving it a strong kiss.

“FUCK!” Dash swore, grabbing the base with both hands. “I’m gonna cum! FUCK!”

Her cock throbbed powerfully, spewing the first few jets of cum from the tip all over Scootaloo’s open mouth, painting her big pink tongue with thick white streams. It was such an intense orgasm that a few shots landed on her upper lip and teeth. Six, seven, eight -the magically enchanted strap on just kept cumming. The tenth shot was the last, and Scootaloo’s mouth was filled halfway with jizz. Like a champ she licked her lips and swallowed the entire load in one big gulp.

“Wow… I can’t believe you just…” Dash breathed heavily, shaking her head. “Actually, I totally can believe you just swallowed all that,” she concluded, squeezing her shaft and watching a fat glob of fake magic jizz oozing from the tip. It was still completely rock hard.

“Yummy,” Scootaloo wiped off the wad of cum on her cheek and sucked it in her mouth. “My turn now.”

Sweetie Belle coughed. “Is that thing even going to fit around your waist, Scoot? You’ve got hips wider than most tree trunks.”

“It’s stretchy like a bungee cord,” Scootaloo spun Dash around and unhitched the strap-on with a deft flick of her fingers. “Does it hurt?”

“Nah,” Dash felt the rush of energy leave her body once the strap-on was cleaved from her waist. It deflated like a balloon and became small and hard. Scootaloo stood up straight and, with some minor difficulty, strapped it to her body.

“Whoa…” Scootaloo shut her eyes and almost stumbled. The rush of hormones was incredibly. It went straight to her head and buzzed through her body like lightning. There was a tingling in her crotch that was impossible to ignore. She had to look at it. Scootaloo forced her eyes open and looked down.

It was only on her for a couple of seconds and it had already surpassed its size when it was on Dash. It throbbed bigger, thicker and longer, an inch a second. A foot long and still soft! Scootaloo wrapped one hand around it just feeling it pulsing larger and forcing her hand wider. Her other hand was fondling her swelling balls. Each one was the size of a coconut and only swelling larger. At a sixteen inches it finally began to stiffen, pointing out straight before bobbing at an angle.

“Unnng,” Scootaloo moaned, her heart thumping madly in her chest. The cock continue to grow, breaking two feet long and still growing. A fat spurt of pre launched from the tip of her cock and splattered on the bathroom door across the room, her cock lengthening another three inches.

Dash was drooling. The fat balls dangling in front of her had swelled to the size of basketballs and were still growing in time with the cock. Another shudder and they were almost twice that size, churning with untold volumes of thick seed. Dash fell forwards and stuffed her nose against the tight sack, inhaling deeply the masculine musk wafting off those balls. She could almost hear the pent up cum sloshing around inside.

“Oh fuck… yesss,” Scootaloo grunted, her cock growing past three feet long. It had shoved itself between her huge, bountiful breasts and the flare was climbing towards her face. Scootaloo pressed her tits together, loving the sensation of the sex toy sliding through her tit-flesh.

Finally at over three and a half feet her cock stopped growing. Scootaloo let her arms go and just gawked at the tool she’d attached to her body. It bobbed in front of her face invitingly, drooling pre equal to Dash’s load all the way down her shaft like a stream. The flare had to be a good five inches wide and the base of her cock was thicker than Sweetie Belle’s thigh. And her balls… they were very nearly beach-ball sized, but heavier and loaded with cum.

“How do you feel, Scootaloo?” she dimly heard from one of them down below.

“Nnng,” Scootaloo bit her lip, unable to provide a response. Her cock spat out a quart of pre, dousing Rainbow Dash with the sticky clear liquid. Rainbow Dash. Scootaloo eyed the small woman with lust. She needed to fuck her. Fuck her right now with this big, massive throbbing cock she had.

“Yech,” Dash pulled a sticky glob of pre out of her hair when she was suddenly lifted high in the air, actually getting slightly dizzy from the sudden increase of altitude. “What the-“ Dash looked at Scoot like a deer in headlights. That look in her eyes. She had the same glazed over lust-drunk look that Pinkie said she had the first time they’d played with this toy. She felt the warm, sticky flare pressing against her pussy and crossed her legs.

“Uh, Scootaloo, I know you really need to get off right now but, uh, that rod of yours might literally split me in half so-“

Scootaloo slid Dash onto the head of her massive shaft.

“AGH!” gasped Dash. It was huge. So fucking huge it didn’t even fit. But it was slick and slimy with pre and when Dash twisted around at the first touch the head of that cock squeezed its way inside of Dash’s tight pussy.

“HHOOOOOLLLYYFUUUUCK!” Dash screamed, the fat head of that cock squeezing another couple of inches inside. She had thought that Scootaloo’s fingers had filled her pretty solidly before but this was a whole other world of full. It was like her lower body was being split in half. Dash spread her legs as wide as she possibly could to let that massive toy have easier access to her insides. Tears formed in her eyes. Her body heated up.

“Yesss,” Scootaloo moaned, forcing another inch of meat inside of Dash’s vice-like entrance. It was so tight, but so good. So impossibly good. She could feel an orgasm already building inside of her it was so fucking good. More and more pre pumped up through her shaft into Dash and right back out past her lips, providing just enough lubricant to keep sliding more inside. In order to keep getting more inside she had to twist Dash around, sinking inch after inch of cock inside until…

“AAAAAAAAAAAAAH!” Dash hollered at the top of her lungs. She could take no more. Fourteen inches of the thickest dick she’d ever taken bottomed out inside of her, spurting quarts of pre directly into her womb. She was cross-eyed, jabbering incoherently, completely speared by a cock that was almost as long as she was tall. Her feet rested on the hard medial ring and she gripped it with her toes. It was reflex: she felt unsteady and some distant part of her brain was warning about falling off from being suspended more than eleven feet off the ground.

Scootaloo groaned and gripped Dash tight around the middle. She felt her balls tighten and churn, the unique feeling of the realistic cock-head flaring deep inside. Her shaft visibly bulged, her orgasm traveling a foot per second before exploding inside of Dash.

“CUMMINGGG!” Scootaloo announced, her cock throbbing madly and unloading literal gallons of seed into Dash’s distended stomach.

The first pump of semen curved Dash’s belly outward and obscured the bulge of Scootaloo’s cock, the second doubled in size, the third pump of semen forced Dash’s belly so big that her breasts touched the top of her stomach. Dash screamed through her own orgasm and felt the pressure in her body subside; Scootaloo pulled her off and set her down, gallons of cum pouring from her pussy. Scootaloo dropped to her knees and groaned, her cock pointed directly at Dash and unloaded another volley of hot cum all over her, spraying in loads enough cum to fill a small swimming pool and she wasn’t even finished yet. By the twelfth and seemingly final burst of cum, Dash was completely drenched in sticky cum, both inside and out.

“Oh my god,” Scootaloo ran her fingers through her hair, biceps bulging and tensing. Her every muscle was flexing and felt used. Like she’d just finished an intense full body workout. “Oh my god!” she repeated, looking at the drenched form of Rainbow Dash. “Are you okay?”

“I’m good,” Dash’s voice cracked, wiping a gallon of hot seed off her face using her cum soaked arm. “Sore, but good… y’know, as good as somebody can feel after being used as a cock-sock.”

“Are you mad at me? I’m sorry!” Scootaloo bit her knuckle and winced.

“I’ll be fine,” Dash pulled herself back and rested her head on the side of her bed. “I shoulda warned you better about how crazy that thing makes you feel… if you had forced that thing any farther inside of me… well, whew, what a way to go huh?”

Scootaloo ran her hand down her cum soaked shaft, still throbbing and pulsing and leaking more fluid from the tip ready and raring to erupt again.

“My tuuuurn,” sang Sweetie Belle from her chair.

“What?!” Scootaloo stood up and wheeled around, her huge balls slapping wetly against her sweaty thighs. “Are you serious?”

Sweetie Belle folded her arms under her bosom, her soft belly jiggling a little. “There’s no way I am NOT going to get screwed by that giant piece of meat before the days over.”

Scootaloo licked her lips. It was hard to think straight still. The moment of clarity after her orgasm had already diminished and the foggy, horny feeling was already mounting once more. She really did want to fuck her too.

“Alright, let’s do this, but I’ll try not to be as rough.”

“Fine by me… but not too, too gentle,” Sweetie Belle winked up at Scootaloo, sauntering over to the bed. Dash got to her feet unsteadily and wandered over to the shower stall in the bathroom, fat globs of cum dripping off her body onto the floor. Sweetie rubbed her chin as Dash walked past. She knew that she had a few inches on her but now she looked shorter than usual…

Scootaloo groaned above her, rubbing her cock. It was impossible to not touch it. “So, how you wanna do this?”

“Hmm…” Sweetie Belle considered that. “You lay on the bed, and lower me down on top of it. But gentle. I don’t want you pulling me down onto your dick-“ Sweetie Belle rubbed the taut skin of Scootaloo’s huge sack “-unless I ask you to,” she finished with a sultry tone.

The bed creaked dangerously when Scootaloo laid down; a hulking titan, she was hundreds of pounds of muscle and this bed was only big enough to support her torso from the waist up. Scootaloo reached over and lifted Sweetie Belle up into the air and held her poised over the massive spire of flesh. Sweetie felt the blood rush to her head. This was it. She could feel herself dripping with excitement, patters of her juices dripping onto the fat head of Scootaloo’s flared cock.

“Okay… let me have it,” said Sweetie firmly, twisting her hips around and fitting in the head of that cock.

With an incredibly lewd squelch, Scootaloo let her drop.

“OOOHH!” Sweetie cried, spasming around and falling another inch down onto that bulging cock.

“Wow….nf, you’re taking in more than Dash did,” Scootaloo noted with a grunt. This was just as tight a fit as before, but with a bit more cock stuffed inside. More sensation to relish. Scootaloo loved the feeling of somebody squirming around this gigantic tool she had. Maybe she could get one of these from Zecora herself.

A shudder rippled through Sweetie’s body. There was an odd feeling running through her. Like electricity. She’s had an orgasm before but she couldn’t be cumming already. No, she could feel the tangs of pleasure mounting inside her, separately, distinct from this other feeling. When Sweetie went to feel the bulge in her belly from Scootaloo’s huge cock she gasped -her bloated belly was gone! She digested gallons of milk in minutes. The buzzing feeling in her body ebbed stronger and Sweetie squee'd, slipping another couple inches of cock inside of her. Even though she kept taking more and more dick she felt just as stuffed as before. It was getting too difficult to think. Sweetie clenched down and sighed, losing herself in the sensations.

Scootaloo closed her eyes, letting Sweetie fuck her massive tool at her own pace. It felt great, absolutely amazing. She had one hand on Sweeties hips and the other grasped around the base of her cock. Fluids dribbled down her dick and coated her fingers. There was nothing comparable to this. Absolutely nothing. The heat, the tightness, the way Sweetie crooned as she bounced on her massive dick.

“Oh fuck,” moaned Scootaloo, when Sweetie flexed her vaginal muscles and squeezed, drawing another hefty squirt of pre out of her cock. It felt so good. Her knees resting on her thighs. The way she squeezed her dick and twisted around right above the medial ring.

Scootaloo’s eyes shot open. Wait… wasn’t she only able to take in a quarter of the length before?

“I’m so close, so cloooose,” Sweetie Belle bit her lips.

“Whoa…” Scootaloo’s eyes were wide open. Sweetie Belle was growing! She had to be over seven feet tall already! Muscle tone covered her body in places where there were nothing before; biceps slowly bulged in her arms, her traps flexed and stayed hard, and there were lightly defined abdominals becoming more and more visible. Her breasts, which had been already big, were now ballooning past G-Cup, her previously dime sized nipples having fattened and lengthened on domed areola. It was an amazing sight to behold, watching Sweetie Belle expanding around her body, swelling larger and larger before her eyes-

“NGH! OH!” gasped Scootaloo. A particularly strong growth spurt pushed Sweetie past eight feet. With a juicy squelch the last couple of inches were of her cock were swallowed up by Sweeties expanding pussy. All three feet of her rod was now stuffed inside Sweetie’s broiling cunt. Scootaloo let out a long, powerful moan which turned into a growl. Her fat balls, filled to bursting with fresh gallons of seed, began to tense up. Scootaloo grabbed onto Sweetie’s expanding hips and thrust hard, holding there, her magically strapped on cock bulging visibly from the amount of cum rocketing up her shaft.

Sweetie felt her orgasm approaching rapidly. It was almost upon her.
“I’m cumming!”

Sweetie screamed through her orgasm, arching her back and quivering as gallons upon gallons of hot cum were jettisoned into her womb. Every jet of cum pumped into her triggered her growth and brought inch after inch of height and mass. Eight and a half feet, nine, nine and a half – she was rapidly growing in time to handle that massive shaft. The bed creaked in one final protest before the legs snapped and fell to the ground. Sweetie continued growing uninterrupted; she sped past ten feet and kept going with Scootaloo throbbing harder and harder at the sight of this new giantess growing before her until finally the endless glut of cum petered to a halt.

“Ahhh, yesssss… I totally needed that,” Sweetie raised her arms up above her head. The back of her hands bumped the ceiling with a loud thud. Sweetie blinked and looked her arms over in a haze, running her hands along the thickened muscle bulging under her fair skin.

“Wow… Scootaloo I’m… so big,” she crooned, running her fingers down her front, pausing a moment to fondle her huge, ripened breasts. Further down she could just about feel the bulge of Scootaloo’s cock beneath the firmed abdominal muscles of her belly.

Scootaloo just nodded, still basking in the aftermath of release. Her own hands traveled up to Sweeties thighs to give them a squeeze. She giggled when Sweetie flexed them, feeling the network of fresh muscle bulge in her grip.

“Can you stand up? I want to see how tall you are compared to me,” Scootaloo said, slapping Sweeties leg.

Sweetie made a light, affirmative noise and got up, the enormous cock stuffed in her cunt sliding out with a wet schlick. Gallons of cum gushed out of her pussy and into the ruined bed, sheets, and much of it ran down the insides of her thighs. Back to back, it seemed Sweetie was a full head shorter than Scootaloo now. This put her at about eleven feet tall give or take whether Scootaloo had grown herself, and it seemed like she had, since now she had to duck her head slightly to stand in the room. They compared each other’s musculature too. While Scootaloo nearly had the bulging, buff body of an Olympian, Sweetie Belle had the physique of a lightweight bodybuilder. Still, her lithe body rippled with muscle, and her biceps were proportionally bigger than watermelons.

Scootaloo unstrapped the bulging strap on and laughed at its immediate deflation. It was absolutely puny in the palm of her hand. Still very slick too.

“Okay, I’m all cleaned up. Now, about that-“

Rainbow Dash dropped the towel she was drying her hair with, and her jaw dropped with it. Now there were two teenage giantesses just barely fitting in her room.

“Oh sweet Celestia, how…” Dash walked up to them in shock, her head just about level with the tops of their thighs. They were both massive, tall, thick and strong in ways that weren’t humanly possible. Without warning Scootaloo hoisted her up in the air and stuffed Dash in between her massive tits. Sweetie Belle giggle and mashed her own breasts against Scootaloo’s, squishing the pint sized woman between 4 massive tits that weighed more than her combined.

Rainbow Dash never felt more helpless in her entire life, dangling in the air suspended only by cleavage. “You guys… I just don’t know what to do anymore…” she said, breathing out a long drawn sigh. “You’re both literally huge and it feels like it’s all my fault and-“

“C’mon, Dash,” interrupted Scootaloo with a laugh, her breasts quaking dangerously. “This is the best and most amazing thing to ever happen to me. To us!” she motioned to Sweetie who smiled broadly. “I probably can’t thank you enough! I’m amazing!”

Dash sighed again, just squished in between these massive mammaries and surrounded by pillowy warmth. There was literally nothing she could do about any of this.

“So I was thinking, Dash…” Scootaloo said, squeezing her tits together. “Since Sweetie is almost as big as me now, and that since she likes you too-“

“She does?!” Dash twisted her around and saw a hot blush on Sweetie’s cheeks. “I mean, it’s expected because of how awesome I am, but-“

“You always did have an amazing body, just because mine is a lot more amazing now doesn’t mean I don’t think you’re any less attractive looking,” Sweetie bit her lip, admiring Dash’s strong back muscles.

Scootaloo cleared her throat. “Anyway, I was feeling, maybe we could all be a thing together. Sexually. Romantically. Whateverly.”

“Would you be cool with that?” pressed Scootaloo.

Rainbow Dash looked up into the deep violet eyes boring into her own. A part of her wanted to say no. Say no to all this craziness and incredulous growth and mind-blowing sex and yet… in those eyes wasn’t wanton sexual desire. They were the same hopeful adoring eyes she’d been looking at all her life, and they were pleading for an answer.

Dash gulped. She couldn’t say no to them. Even through all the changes and weirdness, Scootaloo loved her, and Dash loved her too.

“I’m cool with it,” Dash just about whispered.

Author's Note

And so concludes Scootaloo Springs Up. A fic years in the making. Initially, the chapter just prior was to be the end of the story, and indeed, it does wrap up with some finality, this chapter is a continuation like a big large bonus, with a bunch of stuff thrown in there extra. I hope you enjoyed the whole story! There isn't a dearth of slow growth amazonian growth fics out there, and I've looked. Hopefully this story as a whole satisfies others like myself who yearn for more of that content.