Wants and Needs

by AzureDreamer

Rating: mature
Tags: Fetish, Sex, Diamond Tiara, Slice of Life, My Little Pony: Friendship is Magic, Anthro, Silver Spoon, Porn
Length: 12781

Diamond Tiara exercises her authority. Lewdly.

ALL CHARACTERS DEPICTED IN SEXUAL SITUATIONS ARE 18 OR OLDER

Diamond Tiara was distressed.

When she was a filly, she thought having a penis made her unique. When she discovered her best friend was also "special", it felt like fate. Today, she had discovered futa mares were merely uncommon, and there were several among her circle of acquaintances. But it wasn't this loss of uniqueness that had her upset.

When she first compared herself to Silver Spoon, she didn't fret when she came up short. Diamond Tiara simply figured she was average and her friend was particularly gifted. What was bothering Diamond Tiara was the discovery that Silver Spoon was around a mare's average and she was more comparable to a small colt – even the tomboy Scootaloo had her beat. Worse still, while she had managed to get her mandatory penis inspection deferred for a day, tomorrow everyone would know her shame.

Advice from her father echoed in her mind: He had once told her that when she wanted something, she should politely ask for it, and be willing to make concessions to get it. He then told her that when she needed something and truly deserved it, she should demand it. Clearly state that it was hers, and what would be done to correct the obvious oversight.

Diamond Tiara absolutely deserved a very large penis.

So she would have one.

WARNING! CONTAINS ANTHROS, FUTA, HYPER, EXPANSION, AND PROBABLY A BUNCH OF OTHER WEIRD STUFF

based on a snippet by aclipper (an edited snippet of which is the description.)

cover art by crombiettw

Consider donating to my patreon to fund more stories like this!

Published 2018-01-02 19:40:06 UTC
Last updated 2020-04-07 16:40:51 UTC

Diamond Tiara needs a big cock

When Diamond Tiara was very young, she had gotten into a fight with Silver Spoon. It was, in retrospect, a stupid, petty thing. She'd desperately wanted some toy or another that Silver had obtained as a gift or something along those lines. It was so long ago that Tiara didn't remember the specifics, just that the fight had escalated far enough that she had quickly found herself standing awkwardly in her father's study, shrinking into herself under his intense gaze. The whole event was vague, buried underneath the hazy fog of youth, except for this one moment. She remembered the musty, lingering odour of old pipe smoke and brandy. The warm, dull orange light of the small handful of lamps that illuminated the dark green carpet and mahogany furniture. The bolts of anxiety that darted up and down her spine as she dreaded the inevitable punishment that was to come.

“Diamond,” her father had said after some deliberation. “I'm going to give you some advice that my father gave to me when I was around your age.” Slowly, deliberately, he pushed himself out of his chair and walked around the enormous desk that was the study's centrepiece. “When you encounter something you believe should be yours, you do not come to blows over it. You do not kick and scream and demand. You'll never get your way if you throw a tantrum. You might even lose friendships over it, if you're not careful.”

“But I want it,” Tiara had replied, still too young to have properly grasped the concept of subtlety.

Her father nodded. “When you want something, you ask politely for it. You do not demand, you ask. You negotiate. You make concessions. You come to an agreement. You do what it takes to get it, but you do so diplomatically. Do you understand, Diamond?” She nodded in vague understanding. Some of the words had been a bit big for such a young filly, but she'd gotten the general gist of it. “But when you need something, when you see something that should be yours but for whatever reason isn't, you don't ask.”

“I don't?”

Her father nodded. “No. You demand. You clearly state, in no uncertain terms, that it should be yours, and what will be done to correct the obvious oversight that left it in the possession of somepony else, and then you take it. Do you understand?”

She hadn't really, of course. She'd been far too young, at the time, to quite understand much more than the surface meaning of her father's advice. The first part, at least, was simple enough that Tiara could take it to heart even then. She made it clear that Silver would remain the owner of the thing, she just wanted to be able to play with it herself. The fight had subsequently been so quickly forgotten that Tiara barely even remembered it aside from that one moment.

But even twelve years later, though the exact words remained burned into her memory as vividly as if she had just heard them for the first time, she still didn't quite understand the second part of his advice. She certainly couldn't just state that she was going to take something that belonged to somepony else, simply because she felt she deserved it. That would be theft.

“And besides,” she muttered to herself as she stared down at her flaccid cock. “He never told me what to do if what I need isn't something I can take.”

Diamond Tiara had a penis. When she had been much younger, she'd assumed she was unique. That belief had been dashed when she'd learned that Silver Spoon had one, too, but she hadn't really minded. If anything, it felt like fate. She was special, and her best friend was special in the same way. Tiara's ego was healthy enough that even when she'd been old enough to be given the talk and had learned that futas were merely uncommon and not, as she'd believed, unique, it hardly impacted that sense of pride. Even learning that a good percentage of her circle of acquaintances were similarly endowed wasn't close to the reason why she was in such a foul mood. She was still firmly confident in her superiority to the so-called Cutie Mark Crusaders in most meaningful ways.

No, Tiara's problem was something far more serious.

Upon entering the classroom this morning, the students found Cheerilee accompanied by an intensely grumpy looking Princess Twilight. “Today,” she said tersely, “is the Princesses' mandatory penis exam.”

“Ew, what? Why do the Princesses need to examine our penises?” Scootaloo snapped in response.

“Because you're all stupid high school students who are probably messing around with magic you shouldn't to make them bigger and so Princess Celestia has decreed that I do a thorough examination of everyone over eighteen with a penis to make sure none of you are using illegal enhancements. For the sake of your health and safety, of course, and not because she thought it would be funny to force me to look at a bunch of high school cock.” She snapped her fingers. “Now, we've got the whole class to go through, at most two days, and I want to get this over with as much as you all do. So let's... let's just get going.”

Pip, being the goody two-shoes he was, had volunteered to go first. Twilight gestured for him to come up front, and then snapped her fingers as soon as he reached the front of the room. With a flash of deep purple magic, his pants and underwear had abruptly ceased to be. “Because Princess Celestia is just making me do this because she knows it'll make me uncomfortable so I want to get it over with as fast as possible,” she explained bluntly the moment Cheerilee opened her mouth to object. “Anyone under eighteen, look away or something. Whatever.”

The exam went fairly quickly. Pip's cock was enveloped by the same aura that had deleted his pants, quickly surging to full erection. “Four inches. I'm not detecting any magic, and if anything you should probably see someone about being a bit underdeveloped. Here's your pants back.”

“P-Princess Twilight! You can't just walk in here and... and just embarrass all my students in front of the whole class!” Cheerilee shouted indignantly.

Twilight shut her eyes tightly, sighing the sigh of someone who is fucking done with this shit. “Look, please direct any complaints to the creepy pervert in charge because none of this was my idea and I intensely regret having to do this for numerous reasons. Next!”

Tiara, naturally, didn't volunteer. She probably wouldn't have even without knowing it would involve dropping her pants in front of the entire class, but with every student who reluctantly came up and was measured by the Princess, her heart sank deeper into her chest.

When Tiara had been old enough to start having sexual thoughts about her friends, she had compared herself to Silver Spoon. It hadn't really upset her when she'd came up short. If anyone was going to be bigger than her, she could accept Silver Spoon the easiest. She was, Tiara assumed, just exceptionally endowed.

As the mandatory penis exam went on, she found herself coming to the crushing realization that she had been dead wrong on that front. Silver's was closer to a mare's average. As a matter of fact, of the students examined, boy or girl, Pip was the only one that Tiara out-sized. Even Scootaloo of all ponies was a good eight inches. To say nothing of Sweetie Belle. She had been far too proud of her twelve inches of jet black horsecock. Twilight gave it a dubious look, but whatever test she performed came up negative.

Tiara directed a pained look at Cheerilee, who met her gaze but didn't react visibly. “Okay, class,” she said slowly. “I think that about does it for today. Since it's been... quite eventful, why don't you all go home early while Princess Twilight and I have a little chat about boundaries.”

Tiara didn't wait for Twilight to object. She snatched her bag, darted out her door, and didn't stop until she was safely locked away in her room. She quickly discarded her pants so she could glare angrily at her undersized endowment. She couldn't believe that she used to be so proud of something so completely lacking. And, while she'd managed to cut the day short, all that had accomplished was to delay the inevitable humiliation until tomorrow.

Her father's words quietly echoed through her mind once again. If you want something, you ask. If you need it, you demand.

And Diamond Tiara absolutely needed a very large penis.

She reached down and grasped her meat tentatively. “Okay.” She muttered tentatively. "My penis is far too small. It should be bigger.” Nothing. Of course it didn't work. Frankly, she felt a bit silly for thinking it would. Still, her father's advice kept right on replaying itself in her memory like a video on repeat. Saying her cock should be bigger was hardly demanding. And besides, just quietly accepting defeat was unbecoming of a Rich. There would be ample time for feeling silly later if this didn't work. Right now, she needed to brush aside all her doubts, steel her resolve, and make it very clear who was in charge.

Faintly, her cutie mark began to glow, though she didn't notice it.

“Grow.” Her voice was crisp and clear, with all her previous hesitation gone. This was an ironclad order to her body, one that it would obey. And one that it did obey. Tiara's hand jolted away from her member as it swelled – not swelling with blood, but with raw flesh appearing from nowhere through the sheer power of her will.

“Holy shit!” was the first thing Diamond Tiara said in response, briefly dropping her commanding tone. Her cutie mark, still unnoticed, stopped glowing. “Okay, okay, so I just ordered my cock to grow and it obeyed. No big deal.” It was, of course, absolutely a big deal. She couldn't tell exactly how much bigger it had gotten – it was still soft, though the sensation of growth had been enough that it had begun to stir with life. But merely being slightly heftier wasn't enough for her. She took a brief moment to collect herself and return to that state of supreme confidence. “Of course it grew. I ordered, it obeyed. That's only natural.”

Once again, her cutie mark began to softly glow.

“Grow,” Tiara ordered again. Her flesh complied, engorging with blood and swelling to its full five inches and then beyond. A small grin formed on her face as she stared down at her undeniably bigger member. “Grow.” It had already reached full erection, but at the sound of her words it grew firmer. And thicker. Noticeably thicker.

It was definitely a good start, but while throbbing bigger and girthier a fraction of an inch at a time certainly felt good, Tiara had never much had the patience for prolonged foreplay. She was getting bored, and at this rate it would take all night before she reached the bare minimum of what was acceptable. It was time to pick up the pace and start setting concrete goals. Diamond spoke again, clear and strong, accompanied by a brilliant pink glow from her cutie mark. “The average length for mares in my class is nine inches. I will grow to be at least ten.”

Her cock twitched, and throbbed, and then lurched outwards. She didn't even need to measure – her cock had obeyed her words exactly, leaving her exactly one inch above average.

“Only one inch above average,” she corrected herself. Diamond Tiara had never been one to settle for mediocrity, and being so close to the middle was the very fucking definition of mediocrity. Her mind wandered back to the cock examination, and to Sweetie Belle's enormous jet black monstrosity. The biggest cock in the class, of those that had been measured. It had almost certainly had magical assistance, but all that really mattered was that the inspection hadn't found anything. Which meant that whatever Sweetie had done, it had been permanent enough to be undetected by Twilight's magic. Tiara doubted that there was anyone in class much bigger than that, and if she was going to be setting goals, she was going to shoot for the top.

“Sweetie Belle is twelve inches long,” she said, accompanied by another surge of pink light from her mark. “I will be fourteen.”

This time there was no delay. Tiara's cock quickly gained a further four inches of raw size, leaving her with a comfortable two inch lead.

“Thicker,” she ordered next – it seems that specifying exact lengths had resulted in her cock growing to that length and nothing else. Something to take note of in the future; be more specific about keeping things proportional.

And, on the subject of proportions and specific orders, Tiara realized that there was a glaring detail that she had overlooked. “Right, yeah, if I'm gonna have a footlong cock, my balls probably shouldn't be sized for a five inch cock.”

Tiara had never really put much thought into her testicles. They were important, obviously, but they were hardly the main event. They quietly provided fuel without any thought having to be put into it.

But, then, that was the problem. What was the point of having such a big gun without equally big magazines? As it was, she questioned if their output would be enough to clear the full fourteen inches of her shaft. What would the point of having such a big cock be if she didn't put out at least a gallon or so per orgasm?

Her next goal clearly visualized, Tiara's cutie mark once again gleamed with a flash of pink light. “My testicles will each grow big enough to produce at least a gallon of semen every time I cum.”

At first, nothing seemed to happen. Tiara briefly worried that it hadn't worked – that she would be stuck with an undersized, underproductive sack. Those fears were quickly allayed when she heard a sound. A deep, rumbling gurgle, somewhere between a starving foal's stomach and an earthquake. And then there was the weight, the sheer sensation of slowly increasing pressure against her thighs and cock. Her cock twitched, drops of precum pooling at her urethra. Drops that quickly turned into a steady stream of thick, viscous fluid that drooled down its length until it practically looked like she was pissing. Without any conscious input, her hands wandered southwards and once again grasping the monster. Mere minutes ago it had been small enough that she could easily wrap one hand around it, leaving the other free to play with her modest tits. Now, she had to use both hands just to envelop its girth and that was just barely adequate. Her hips bucked rhythmically, once, twice, and with the third she found her strength giving out as she plummeted headfirst over the edge of orgasm.

Tiara struggled to find the adequate metaphor, but eventually settled on the old standbys of being somewhere between a firehose attached to her pelvis and a goddamn volcano, spewing an absolutely enormous amount of hot spunk upwards. Her output painted the ceiling of her room white – fuck, that was gonna be a bitch to clean up later – with a good amount proceeding to fall right back down on her. The next shot was just as powerful, if not more copious. “Mmmmmooooooooorrrrrrrreeeeeeee,” she groaned. And the accompanying flash of blinding pink ensured that she got exactly that. With a rapturous lurch, her balls surged bigger, and her next jet of cum put the entire rest of her output so far to shame. Copious wasn't even remotely adequate at describing just how much there was. It felt like hours passed before she finally started to come down from her orgasmic high. A quick glance at the clock reassured her that it had only been about fifteen minutes.

“Holy fuck,” Tiara managed after a few moments of exhausted panting. It felt like she'd just run several goddamn marathons with no breaks. “That was... That was hot as fuck.” Slowly, she pushed herself back upright, and then beyond that. Her legs shook beneath her as she struggled to maintain her footing on the walk to her mirror. A massive, full body silver-backed monstrosity that had belonged to her grandmother. In spite of being an antique, its reflections were still as crisp and clear as the day it had been made.

“... okay maybe I overdid the balls a little.” It was, without a doubt, an understatement, as big as any she'd ever made before and then some. They were absolutely massive, even in proportion to her cock – easily bigger than her breasts by a noticeable margin. “My balls will shrink by half,” Tiara commanded half-heartedly. And, sure enough, that slight lack of conviction caused by sheer exhaustion was enough that for the first time that afternoon her body completely failed to comply.

She briefly considered sizing up the main event to match, but quickly decided against it. She'd already lost her cool once, and the results of that brief lapse were staring her in the face. If she started again now, she wasn't entirely certain she'd stop. “I can do fine adjustments later, once I've calmed down a bit.”

Speaking of calming down, her shaft was still fully erect and ready for round two. And round three, and four, and onwards. The grim reality of her impulsive demand for more in the midst of her climax, she supposed, was that she'd gotten it. And then some. “Okay, I just need to get off a few more times and try not to command it to get bigger. Then I can just order it to go back to slightly more reasonable proportions. It'll be fine.” And, as a nice bonus, she'd get to have another orgasm on par with that last one. Possibly even two or three beyond that.

Tiara palmed her testicles – she certainly could have gone much bigger with them. Each was big enough that she could just comfortably palm it, though she needed one hand per ball. And they weren't just bigger, but significantly more sensitive. Even her tentative touch felt a hundred times more intense than anything from before – a fact that extended to her shaft proper, as she rapidly discovered. This could potentially pose a serious issue in the near future, if she wanted to finish any time soon. But it would likely take her even longer if she let herself get distracted now, so she pushed the issue from her mind and let herself get to work.

Tiara had always had a fairly healthy libido – as far as she knew, that was normal for futas. Maybe slightly healthier than was, well, healthy. Obviously she didn't have much frame of reference. It would be weird to ask Silver how often she masturbated, and even weirder to ask any of the adults in her life. But two to three times a day, depending on her mood, certainly felt like a lot. It was enough that she had favourite sexual fantasies, at least, and at the moment only the absolute number one would do.

It was a simple fantasy, but a good one. And fittingly, given the current situation, it was very much focused on cock. Silver was there, naturally, naked and looming over Tiara's prone body. She grinned smugly, slowly lowering herself against the smaller pony. Fat DDs squished into Tiara's modest B cups. Well muscled arms caressed her body, slowly working their way down to squeeze her modest ass. And, most importantly, her cock, rock hard and twice as big as Tiara's-

The fantasy was cut short as Tiara realized her mistake. Being bigger than the rest of the class was one thing, and a crucial one at that. But Silver wasn't the rest of the class. She was Tiara's best friend, and it was absolutely unacceptable to leave her so far behind. And beyond that, a big part of her recently shattered worldview had been that she herself had been above average and Silver's ten inches had been fucking massive.

Tiara had fixed one part of that, but the other had yet to be rectified. A mistake, to be sure, but luckily one that was easily repaired.

Her cock still achingly hard, Tiara abandoned her masturbation. She had far more important matters to deal with. She strode across the bedroom and picked up her expensive smart phone from her bedside table. “hey, silver,” she texted impatiently. Once again, her mind wandered back to her childhood, and to that one specific incident. It had taught her how to get what she wanted, yes. But it had imparted another important lesson that she'd almost forgotten. What good was having what she wanted, after all, if she didn't share it with her best friend? “just got a really great gift, figured you'd want a taste. mind if i pop over for a few hours?”

Yes, things were going to be just fine.

Silver Spoon needs to be the biggest

“hey, silver! just got a really great gift, figured you'd want a taste. mind if i pop over for a few hours?”

Silver's answer didn't particularly matter – she knew from experience that Tiara would show up regardless of her reply. The text was less about asking if Silver would mind a visit from her PFF and more a warning that her PFF was coming over whether she liked it or not. Still, it was only polite to quickly shoot back a response; “yeah sure i don't have any plans anyway.” No one did, really – the fact that they had the day off was something of a surprise. There had been a lot of unpleasant surprises today, really, and Silver very much wanted to just not fucking think about it.

Of course, that was the first red flag that something was up with Tiara. Silver knew the way her best friend's mind worked. By all rights she should be sulking in her room, refusing to come out because her cock was only slightly bigger than the smallest in class. Not being the biggest was one thing, but there was no way in hell that Tiara was going to just lie down and accept being almost the smallest. And yet here she was, as chipper and sunny and eager to hang out as was possible to convey via text. Whatever it was that Tiara wanted to show off, it was clearly really good if it could pull her out of the funk that she should by all rights be wallowing in.

Or, more likely, it was a euphemism for “I have a hare-brained scheme to get a bigger penis and I want you to participate.” It would hardly be the first time that Silver would find herself having to be the voice of reason to Tiara's latest impulsive plan to heal her wounded pride through extreme measures. Hell, it wouldn't even be the tenth time. There was a time, when they had been younger, when Silver would likely have been eager to join in, but age and maturity had significantly mellowed her attitude. Tiara not so much – she had always had a habit of acting first, consequences be damned. For such a smart pony, she sure liked making patently stupid decisions in the heat of the moment.

Silver decided that it would be for the best to assume that it was the former. If it did turn out to be the latter, then she could deal with that when the time came, but for the sake of her own mental well-being she decided to not think about the possibility for now. She would much rather something to take her mind off of her problems than yet another problem to add to the problem pile.

Of course, Silver's issue was marginally more rational than Tiara's. Even discounting that her pride was much less fragile, her cock was decidedly not the smallest in class. In fact, excepting the obviously illicit hugeness of certain outliers (read: Sweetie Belle), Silver ranked much closer to the top than to the bottom in terms of length. No, the reason Silver wasn't relishing the second day of penis exams was the same reason everypony else who hadn't gone yet likely felt the same; she really didn't want the whole damn class to have seen her penis. At least she wouldn't also be simultaneously humiliated for having a small dick, though. As much as it was somewhat petty, Silver didn't blame Tiara for being upset.

Or she wouldn't blame her if she were upset. No matter how much her mind wandered, Silver couldn't help but come back to how weird it was that Tiara seemed to have shaken the impending public shaming off like it was nothing. Either whatever gift she had been given was genuinely that impressive, or whatever insane plot she'd concocted was really that audacious. Either way, Silver found herself both eagerly anticipating and dreading her friend's arrival.

She didn't have to wait long, of course. Tiara wasn't exactly her next door neighbour, but she still lived only a few minutes away. Almost immediately after finishing that thought, her door flung open and Tiara confidently strode inside in that way she always did, quickly turning around to shut and lock the door to Silver's room. Another red flag. “So where's the gift?”

“What, you didn't notice?” Tiara replied in a sing song voice, shaking her tight ass slightly to the rhythm of her words. Silver swallowed heavily – she was wearing those slightly too small booty shorts that she knew Silver couldn't handle. Whatever it it was, there was no way she was hiding it in there. The shiny black fabric outlined her tight ass so perfectly she might as well not have been wearing anything at all. In fact, if Silver hadn't known better, she would have sworn they got even tighter since she last wore them. And she was fucking shaking it, too. She knew, she had to. “Why don't you hazard a guess?”

“Tiara...” Silver said, her voice dubious. “If you just came here to tease me, remember that we agreed-”

“Hush,” Tiara ordered, and Silver found herself clamming up completely. “I think you'll recall that you agreed that any kind of relationship between us would be weird, not we. Anyway, take off your pants.”

“Excuse me?!”

“Well, there isn't much point in comparing sizes if you've got pants on. Oh, speaking of which, you're also prolly gonna wanna get a hard-on, though I don't think we'll need to worry too much about that~” She punctuated her statement by giving her ass another little wiggle.

Silver rolled her eyes, but complied with Tiara's demands. When she got like this, it was much easier to just go along with what she wanted than to argue. Still, that didn't mean she had to make a show of it. She unceremoniously undid her belt, then her jeans, and let them fall to the ground leaving only her lacy white concealer panties. They were something of a necessity if she wanted to wear anything other than sweatpants – without them there would be a noticeable bulge, and Celestia help her wardrobe if she got an erection. As it was, there was no immediately visible difference between herself and a normal girl.

Once she took them off there was a very immediately visible difference between herself and a normal girl. Ten inches long, dark grey, and rock fucking hard. “Looks like somepony's enjoying herself~” Tiara teased.

“And whose fault is that, asshole!” Silver snapped back, turning to look away and blushing violently.

“Entirely your own, babe~”

“Don't call me that.”

“Sit,” Tiara ordered, and Silver once again unquestioningly obeyed, only rolling her eyes. It wasn't exactly an unreasonable request, anyway. “No, no, no, don't just perch yourself on the edge, sit on the damn bed.” Another exaggerated roll of her eyes, but once again she chose to comply rather than argue. She scooted her way back until she was more comfortably sitting on her bed. “There, see, was that so hard?”

“Is there any reason I have to be sitting in an exact specific place, your majesty?”

“If you sit too far forward you don't have enough of a lap for me to sit on, silly!”

“Wait, wh-” Silver didn't manage to finish her sentence before Tiara rather blatantly confirmed she wasn't joking about sitting on Silver's lap. She pressed her body tightly against Silvers, the taller mare's member nestling neatly into her ass cleavage. Silver panicked, moving to shove Tiara off, but the smaller mare deftly grabbed her hands and restrained them. Tiara certainly looked dainty and girly, but she was still an earth pony, and while Silver was definitely stronger, she was also flustered and unprepared. Tiara took her advantage and ran with it, forcibly mashing Silver's hands against her noticeable, sizable bulge.

At first Silver thought that maybe Tiara hadn't bothered wearing concealer panties. But that possibility was quickly dismissed – this was absolutely more cock than Tiara normally had. “Holy shit.”

“You like?” Tiara purred, grinning seductively. “It's big enough that none of my concealer panties were strong enough to hide it completely.”

“Tiara, what- how did- what the fuck?!”

Tiara didn't bother answering Silver's question. “Wanna see it?” she asked, and Silver merely nodded dumbly. “The right answer.” She moved Silver's hands up slightly, hooking her thumbs into the waistband of her hot pants and then further into her panties, then pulled them ever so slightly away from her body.

That slight amount of give was just enough to negate the already struggling enchantment on Tiara's concealer panties, custom designed to handle a cock significantly smaller than what Tiara was packing. They snapped loudly, and her cock emerged. It flopped heavily against Tiara's chest, hitting just below her pert breasts, before gravity kicked in and its weight pulled it downwards, resting at a slight upward angle thanks to the support of her hot pants.

“Holy shit, it's huge!”

“Fourteen inches, exactly. Oh, and you should see my balls.”

“How?”

Tiara smirked, and Silver found herself swallowing heavily. “That, babe, would be the really great gift I mentioned.”

“That doesn't answer my question.”

It was Tiara's turn to roll her eyes. “I'm gonna show you, duh.” She lifted her leg and quite suddenly spun around to face Silver, wrapping her legs around the larger mare's waist and pressing her cock against Silver's suddenly much smaller member. Her hands, still firmly grasping Silver's wrists, gently placed Silver's hands on her hips before removing them and draping them lazily over her PFF's shoulders. “Is it so wrong that I wanna have a bit of fun, first?”

“Tiara, you know how I feel about that,” Silver replied with a blush. “Dating you would be weird.”

“Then we don't date, duh. There's such a thing as friends with benefits, Silvy.” Silver didn't respond, merely blushing more fiercely. “Tell you what, we can try it out and if you really don't like it then I promise you it won't ever happen again. Trust me, I've got my pick of basically the entire town. I'd like to have you, but if I can't I think I'll live.”

“... Okay. Fine. But I reserve the right to pull the plug at any moment.”

“No opting out immediately.”

“At least five minutes, then, but once we hit five minutes I can say stop and you'll stop.”

“I accept your terms. The safeword is banana.”

Silver rolled her eyes. “Nerd.”

“You're one to talk,” Tiara replied with a giggle before leaning forward, tilting her head slightly upwards, and kissing Silver. Gently at first, but she quickly pulled herself tighter against the larger mare's body. Their cocks rubbed against each other, drawing a muffled moan from Silver's lips and some spurts of pre from both of their stallionhoods. Tiara pulled her legs tighter, and moved her arms from gently draping over Silver's shoulders into a full, proper hug. Their tits mashed together, just slightly too high not to envelop their cocks. Neither mare had ever been particularly endowed in that regard, but Tiara's breasts had always been slightly bigger than Silver's. Tiara broke the kiss, briefly giving Silver's lower lip a gentle nibble before pulling away entirely.

Both mares were far too preoccupied with each other to notice that Tiara's cutie mark had begun to faintly glow.

“Grow.” Tiara's voice was hard, powerful. Like steel, cold and uncompromising. It was an order, and it was directed at Silver Spoon.

“Y-yes, ma'am.” The words came out almost on reflex, feeling as natural on her lips as slightly jerking her leg in response to a doctor gently tapping her knee with a hammer. As natural as the tightness that blossomed in her chest and spread out throughout her entire body and then more. A tension in her arms, her legs, her cock, even her tits, like her whole body was doing a yoga routine. And then just like that, it went away.

Tiara seemed nonplussed. “Not what I meant. Note to self; be more specific in the future. Hm, not exactly unwelcome though. Yeah, I'll bet I can work with this.”

Silver's head was swimming, like it was the peak of allergy season and she'd just gotten a face full of pollen. “Tiara, what did you do,” she said, not registering that she had to look down ever so slightly more than she had a moment ago in order to look Tiara in the eye.

Which was why this time she did notice Tiara's cutie mark was glowing, a brilliant pink light intense enough to shine through her hot pants. “Silver Spoon's penis will grow to be exactly twice the size mine is currently at, with proportionally appropriately sized testicles.”

Silver groaned as the tension returned, much greater than it had been before. “Actually,” Tiara continued, leaning in close again and almost whispering directly into Silver's ears. “What do you say we go for broke? Silver Spoon's cock will grow to be exactly four times the size mine is currently, with proportionally appropriately sized testicles.”

Silver let loose a wordless cry of pleasure as her body obeyed its master's commands. Her cock grew, so big so fast that it knocked her onto her back. “Ack!” Tiara grunted as the expansion dislodged her entirely, sending her flopping down onto the floor with an “oof” as the air was knocked out of her lungs. She took a moment to slide her legs off of the bed and onto the floor so she could slowly pull herself upright and get a good look at her handiwork, only to bump her head and fall back down.

“... Okay,” Tiara said in quiet awe as she stared up at the giant pillar of flesh she had created, jet black and glistening and almost as big as she was. Its sheer weight pulled it downward, leaving it almost parallel with the bed. “Maybe I went for broke a little too hard.” She once again stood up and took in the damage. Not only was it almost as big as she was, it was damn near as big as Silver. There was absolutely no way Silver was going to be able to function with a cock that big. “Okay, uh. Don't panic. I can just undo this once we're done here, order you to shrink down to like two feet or somethin'. Probably.”

“Wait,” Silver managed to force out. “Start from the beginning. What the fuck was that.”

“Uh, short answer is that apparently I can order body parts to grow?” Tiara replied sheepishly, reaching down and grabbing Silver's arm, helping her into a sitting position. “I kiiiiinda haven't tested the reverse yet, actually so, uhhhhhhh-”

“Tiara what the fuck.”

“It's okay! I think I have a plan!”

“What the fuck do you mean you think you have a plan,” Silver snapped. She had known Tiara all her life and was acutely aware that her plans were almost universally bad ideas.

“Shhh, gimme a sec to compose myself.” Tiara paced frantically, back and forth in a wide arc around Silver's enormous cock. “Okay, so I've tested making my cock bigger, I've tested making other ponies' cocks bigger, I didn't mean to test making other ponies bigger in general but did it anyway. I haven't tested making myself bigger, or making other body parts bigger. I sort of tested making my nuts smaller, but my heart wasn't really in it, and I absolutely haven't tested making other ponies smaller.” She turned abruptly facing Silver and pointing dramatically while her still erect cock wobbled from the inertia of her movement. “So obviously the best answer is to make you big enough that your cock isn't a burden, then experiment with shrinking you down so that if it turns out it doesn't work then at least you'll be proportional!”

“... Tiara, that's a terrible idea,” Silver replied bluntly. “I could still probably just get stronger concealer panties, but making me into a giantess is absolutely not going to-”

Tiara clearly wasn't listening as she interjected with another order, her cutie mark ablaze with pink light. “The entirety of Silver Spoon's body except for her penis and testicles will double in size.”

“God dammit Tiaraaaaaahnnnnn~” Silver's admonishment was interrupted by her growth, all six feet of it in a span of a few seconds. Her body exploded outwards, once again with enough force to knock Tiara off her feet. Her bed creaked and groaned beneath her before giving out entirely, breaking cleanly in half and leaving her sprawled on her bedroom floor.

“Holy shit. Okay, uh, note to self next time don't do all that at once?”

“Fucking- Tiara I'm too big to stand up. I don't think I can fit through the door now!”

“Yeah, but now I can shrink you down all at once and you'll still be proportionally bigger than me.”

“Like that's the most important thing here.”

“Hey, it hasn't been five minutes yet, that means I still get to experiment a bit before you can make me stop!”

“Ugh. Fine, but I don't see us having sex given how big I am.”

“Pfffft, relax, I have a plan.”

“If it's anything like your last plan, I want no part of it.”

Once again, Tiara seemed happy to entirely ignore Silver's input. “My body will be able to take any penis, no matter how big, without any discomfort or ill effect. It will also be able to handle any amount of cum, no matter how extreme or excessive, again without discomfort or ill effect.”

“Tiara for fuck's sake, I'm not going to test that.”

“Why not? I'm pretty sure I covered everything just now. And my cutie mark was definitely glowing which means it worked.”

“Tiara if that didn't work you will definitely die.”

“Silver, you promised.”

“Banana.”

“Oh, come on.”

Silver acted as indignant as a twelve foot tall mare was capable of in a room with a ten foot ceiling. “Banana,” she repeated. “It's been five minutes, anyway, look at the clock.”

“Ugh, fine, look.” Tiara produced her phone, seemingly from nowhere – and Silver wasn't particularly interested in knowing the answer to that particular mystery at the moment. “Compromise. I'll bring in someone whose wellbeing is less important than yours or mine and we can test this out on a smaller scale.”

“Oh my god Tiara don't be a fucking sociopath about this.”

“Toooooo late I already dialed,” Tiara replied with a sing-song tone of voice before putting her phone to her ear. “Hello? Hi, Twist, it's Tiara. Would you mind stopping by Silver's place asap? I've got something I wanna try out.”

Twist needs huge, milky tits

Twist hadn't been expecting any phone calls any time soon. People didn't really pay attention to her at the best of times, and today was quite clearly not the best of times given the whole Penis Exam debacle. She was, thankfully, not in the approximately sixty percent of the class who had to get their penises examined. But it had still been a bit of a downer for everyone involved, no matter how tangentially. She had never known how little she wanted to ever see Snips and Snails naked below the waist ever in her entire damn life, but now she had and she had to live with the knowledge that they were both incredibly well hung compared to the other stallions and it made her want to die. The instant that Cheerilee dismissed the class, everyone went straight home, making as little eye contact as possible.

Twist was no exception. She had made a beeline to her room, where she locked the door and got out her textbooks. Trying her best to drown out the image of Scootaloo's penis with math that she didn't actually have to do but fuck it, even doing math for fun was better than thinking about Scootaloo's penis. Or Apple Bloom's. Or Sweetie Belle's. Or Pipsqueak's, or Snips's, or Snails's, or any of them really. Instead, she focused on numbers.

She focused so much, in fact, that she quite literally jumped out of her seat when her phone rang. She had not, as stated, been expecting any phone calls any time soon. She couldn't think of anyone who might conceivably want to call her. She didn't really have any friends at school. She and Apple Bloom had been close when they were foals, bonding over their mutual status as late blank flanks. But the instant Twist got her cutie mark their friendship had rapidly deteriorated. They didn't exactly have much in common in the first place, so she didn’t really feel it worth her time to attempt to repair the relationship. And that was it, really. Beyond that, none of the other foals ever really liked her. Tolerated her, at the most. She couldn’t fathom who might be on the other end of the line, but god fucking dammit she wasn't going to let this prime opportunity at some actual goddamn not-forced-by-Cheerilee pony-to-pony interaction that wasn’t with her parents, teachers or Pinkie Pie slip through her fingers. Tentatively, she reached over and answered.

“Hello?”

“Hello, can I athk whoth calling?” Twist had briefly attended a speech therapist to help deal with her lisp, many years ago. And had subsequently given up a few weeks later; there wasn’t much point, given that most ponies didn't bother talking with her anyway.

“Hi, Twist, it's Tiara.” That caught her off guard – on the list of exactly zero people she expected to ever call her, Tiara was the absolute last entry. She was the most popular girl in school, rich, the smartest pony in class, and incredibly pretty, with reasonably big tits and an absolutely perfect ass. In comparison, Twist had no friends, no disposable income, average grades, and was decidedly not pretty. She'd always been built like a twig, and when puberty hit she had sprouted like a weed, up and up and only up. She was built like a lamp post, six foot four with no tits, no ass, no hips, no nothing.

And she was only a little bit bitter about it. “Oh, uh, to what do I owe the p-”

Tiara didn't even bother to let her finish before interjecting. “Would you mind stopping by Silver's place asap? I've got something I wanna try out.”

“Um, okay. I don't really have anything better to do?”

“Thanks, babe. I promise you'll enjoy it~”

Once again, Twist found herself thoroughly caught off guard. She had never expected Tiara to ever call her at all. And yet not only was she calling her, but she was inviting her to hang out and, as far as Twist could tell with her limited social experience, flirting with her. “Um. I'll jutht be right over, then?”

“Yeah, uh, don't feel rushed but you should probably hurry. I've kinda got a couple of metaphorical ticking time bombs here and I don't know how long we've got until it blows but it's prolly not a very long time.”

Twist could just barely make out Silver in the background, interjecting with a “what the fuck is that supposed to mean,” followed by Tiara sharply hissing at her to be quiet.

“I'm on my way,” Twist said in an attempt to hopefully quell the bickering.

“Good, I'll see you then.” With no more ceremony, Tiara hung up, and Twist sighed. She didn't really want to go, but she didn't want to think of how Tiara would react if she didn't. Reluctantly, she slid her phone into her pocket and began the trek to Silver's house – it wasn't exactly far away, but it felt like a long and arduous journey considering what was waiting for her. A storm of conflicting emotions raged inside of her. A very naive part of her was really excited at the prospect. Diamond Tiara might not have the biggest breasts or ass or hips or anything in Ponyville High, but she was overall the hottest mare in school. Practically a supermodel already and only eighteen. And she had invited her over of her own free will and called her babe and ended her sentence with a tilde, which as far as Twist's limited experience told her meant flirting. She couldn't help but get excited at the prospect of maybe, just maybe, getting to see Diamond Tiara naked and possibly even having sex with her maybe? The more rational part of her pointed out that it was almost certainly some sort of prank and that getting her hopes up would only make it worse. A third, pragmatic part of her interjected that regardless of how things turned out, they were already at Silver Spoon's house so it was a moot point. Whatever happened, happened. Twist swallowed heavily and knocked at the door.

That no one answered was unsurprising, really. Twist wasn’t really sure what she’d been expecting, but she’d certainly been hoping for more than the complete wet fart of nobody even being at home. “Fucking typical,” she muttered to herself. At least this time her public embarrassment was only technically public. No firsthand witnesses at least. Ugh. She turned to leave, resolving to throw her phone into the nearest trash can (regardless of the fact that she might actually need it at some point, this was an impulsive decision that future Twist could deal with.)

So, of course, it was that moment that her phone went off again, buzzing sharply in her pocket exactly once before calming down. First a phone call, now a text message. Truly, Twist was the most popular pony in the world at this very moment. She honestly couldn’t remember ever getting a text message that wasn’t the phone company reminding her that her bills were due. “Ugh. Ugh,” she made her displeasure with the situation known to the no one who was listening in before pulling the thing out of her pocket and checking it.

“hi sorry cant go to the door for reasons, its complicated. its unlocked you can just come in. were in silver’s room. just fucking shout or something ill shout back and you can find it that way.”

Tiara’s grammar, Twist noted, was atrocious. That was the first thing to come to mind for some god forsaken reason. She didn’t really care all that much, it was just a text message, but still. She expected more from one of the smartest ponies in school.

Not that being one of the smartest ponies in school really meant much when it came to text message grammar. Cell phone keyboards weren’t exactly designed with anything other than quick and dirty messages in mind. Twist couldn’t really blame Tiara for having poor grammar when she was popular enough that she actually sent text messages on a regular basis.

Still, she made a point to take her time to reply with proper punctuation and capitalization. “Okay. I’m coming in.”

Got ‘em.

The door, as Tiara had stated, was unlocked. Hell, it was barely shut, taking almost no effort for Twist to just sort of push open. The house was unlit, though it was the middle of the day and thus didn’t need to be lit. Still, it stood out – likely, Tiara was in the house somewhere, and it logically followed that so was Silver. But other than that, the place was deserted. They were alone. No adult supervision of any kind. Twist was only freshly eighteen, and so that not really mattering much was a fairly new experience for her. Of course, not having adult supervision hadn’t really resulted in sexy times in the past and she didn’t really expect it to now. Tempering her expectations, Twist closed the door behind her and then called out. “Hello?”

“Hi! We’re upstairs, first door on the right!”

“Tiara this is unbelievably stupid.” Harsh whispering that Twist could only barely register and absolutely couldn’t make out at all followed. “Staggeringly stupid. The single dumbest thing you have ever done.”

“Oh, come on, I’ve absolutely done dumber things than invite Twist over to-”

“This whole collective situation is dumb! Like, do you want me to list the ways in which it’s dumber than anything you’ve done before? Because if so we’re gonna fucking be here for a while.”

Twist decided it prudent to interrupt the argument there by knocking on the door to Silver’s room. “Tiara just send her home for the love of Celestia.”

“Nope, too late, we’re doing this. We’re making this happen, Silver. It’ll be an adventure.” Silver let out a loud groan as Tiara flung the door open and Twist once again found her expectations violently defied.

Everyone was naked but her, that was the first thing she noticed. No, that was a lie, the first thing that she noticed was that Silver was gigantic. Okay, that was also a lie. The truth is she noticed several things at once, in relatively quick succession – attractive naked mares with big dicks, one of whom seemed to be at least twelve feet tall. All of which served to render her completely speechless. She had always assumed that the whole jaw hanging slack upon seeing something unbelievable or impressive thing was just a trope, something that only existed in fiction. But here she was, mouth open like a drowning fish, as she struggled to find some way to react.

“Hi! Congrats, you get to be a guinea pig.”

“Tiara for fuck’s sake at least don’t describe it like that.”

“Hey, hey, lemme finish first,” Tiara said, raising her hands defensively. Silver grunted in response, clearly unimpressed. “So basically, things happened that I’m not gonna bother to give you context on, you’re smart you’ll figure it out, and I wanted someone to test the things that happened out on in, uh. More reasonable degrees?”

“Basically, Tiara’s discovered that she can apparently make ponies change just by sort of willing it to happen and immediately decided to go mad with power. And if it turns out she can’t undo it then she’s kind of fucked and I’m even more fucked. So of course the smart thing to do would be to fucking bring a third person into this debacle.”

“Your face is a debacle.”

Silver rolled her eyes in an exaggerated motion, made all the moreso by the fact that she was currently a giantess. “Yeah so basically the smart thing to do would be to leave while you still can.”

Twist had to take a moment to consider this. She found herself being dragged in several different directions at once. The rational part of her pointed out that Silver was right. Whatever the fuck was going on here went way over her head, and without a guarantee that whatever might happen to her was reversible then the smart thing to do would be to go home.

Of course, Twist had already not been paying much attention to that rational part of her today, and now was hardly the time she was gonna start. There was, after all, a much louder voice that wanted to interject its own opinion on the situation. It was a new contributor to the conversation, not the naive part of her that had gotten her here in the first place, nor the pragmatic part of her that had prevented her from turning back and heading home. No, this was a much more primal part of her.

“Can you big my boobs.”

“Oh my god,” Silver said, burying her face in her hands.

“Uh, I mean, can you make my boobs bigger.”

Twist had always been somewhat insecure. When she’d been younger, it was her glasses and overbite and thick lisp. Now that she was an adult, if only technically, it was also her glasses and thick lisp – she had at least fixed her overbite with some orthodontia during her teenage years – but primarily it washer height and her figure. Or, more pointedly, her lack thereof. It was understandable, and perfectly normal, or so she’d been told. Nopony is really happy with their body, was the narrative. Personally, she found that to be a bit dubious, but she supposed she could understand people who were attractive from her perspective only being able to see their own flaws. But, frankly, she felt that her flaws outweighed some supermodel with very imperceptibly uneven tits. At least this hypothetical supermodel had tits.

So, now that she found herself with the opportunity to rectify that insecurity, she wasn’t just going to let it fucking pass her by.

“Yeah probably. I figure if I can big my dick and big Silver’s everything, bigging your boobs would be pretty fucking easy.”

“Oh my god could you please at least not use big as a fucking verb?”

“Okay,” Twist replied, trying her hardest not to sound too eager about the whole affair by remaining terse. She wasn’t entirely sure it was working, given her body language. It wasn’t her fault that she couldn’t help but eagerly fidget as she awaited the promised reward.

“Well, first thing’s first. Clothes off, now,” Tiara ordered.

“Okay?”

“Tiara can we maybe fucking not sexually assault someone we barely know.”

“Hey, look, this isn’t a sex thing, this is an ‘I don’t want her to destroy her clothing’ thing.”

Silver rolled her eyes. “Fine, whatever, just... can we try to keep this non-sexual?”

“Nope, sexual’s more fun.”

“Ugh.” Silver petulantly crossed her arms and sulked as best as she was capable of given she barely fit in the room.

“Anyway. Clothes. Off. Now.”

“Yes’m.”

“Good girl.”

Twist had, unsurprisingly, literally never taken her clothing off in front of somepony else before, or at least not outside of a medical context.She attempted to make it sexy, but she wasn’t a particularly sexy pony in the first place, and wasn’t nearly experienced enough at strip-teases for that to work anyway. So instead she just sort of awkwardly removed her top slower than she needed to, and then her pants and socks, then her bra, then her panties. It was supposed to be hot. It wasn’t.

In the end, she found herself standing naked in the middle of Silver Spoon’s bedroom, shuffling awkwardly and trying not to think about the fact that she was standing naked in the middle of Silver Spoon’s bedroom in front of two of the most attractive ponies in her age group. Even disregarding the fact that both had enormous penises and one was twelve fucking feet tall, she couldn’t help but feel self-conscious about how badly she lived up to their default. She was, as established, a beanpole. Tall and lanky. She made a halfhearted attempt at covering her tits and pussy, but quickly decided it wasn’t worth bothering.

“Hmmmm,” Tiara said, eyes practically devouring Twist’s body as she thoughtfully rubbed her chin. “Not a lot to work with, but that’s okay because the whole point is to make there be a lot to work with.”

“Tiara...”

“Okay! So, first thing’s first, before anything else, we’ve gotta do some non-sexy stress testing to see whether I can undo things.”

“Wait hold on-”

Tiara quickly raised her hands, cutting Twist’s protests off. “Hey, don’t worry, it’s not that I’m gonna make you ugly. My theory is just that the reason my orders to shrink things weren’t working because I was too turned on and my heart wasn’t in it. So I’m gonna start with something simple, obvious, not gross enough that I would subconsciously not want it to happen in the first place but also not something I would subconsciously object to undoing. Like, uhhhh...” She once again rubbed her chin in enraptured thought. “Man this is actually kinda hard? Anyway, once we’ve done the work then the tits are the reward. Deal?”

“Deal.” There was no hesitation – they were way past the point of hesitation. As far as Twist was concerned, she was fucking committed to this. Anything was worth it so long as she got to experience not being ugly, if only for a little while. “How about you shrink me by a few inches?”

“Hm. Yeah, yeah that’d probably work. Ahem.” Tiara did something that Twist could only think to describe as preparing herself. Steeling her will. Any more detail about the actual actions taken eluded her, though she did notice Tiara’s cutie mark concurrently beginning to glow. “I come up to your chest. You’re, what, six and a half?”

“Six four.”

“Ech. Uneven numbers are the worst. Let’s fix that and drop those extra four inches, shall we?”

“Yes, ma’am,” Twist replied, unthinkingly. She stared, enraptured, at Tiara’s cutie mark as its glow intensified. So enraptured that she found herself once again jumping when Tiara snapped her out of her reverie. “Okay! Back to the wall, babe, time to measure you.”

“Oi, don’t fucking draw on my wall. I don’t wanna hafta get my room repainted again.”

“I’m using pencil it’ll be fine stop worrying.”

“Ugh.”

“Anyway, Twist! Back to the wall! Stand straight! And be quick about it!”

“Yes, ma’am!” Twist replied, obeying Tiara’s orders unthinkingly. Which, she supposed, was quite possibly also a result of whatever cutie mark-based magic was going on in addition to the size changes. She wasn’t particularly surprised when Tiara made a mark on the wall and then measured the distance from floor to mark and found that Twist was exactly six feet tall, even.

“Okay so we’ve learned I can make ponies smaller as well as bigger. Of course, now for the real test. Even numbers are nice and all, but getting smaller is practically sacrilege so let’s just undo all of that like I never gave the order in the first place.”

“Yes, ma’am.” This time, Twist absolutely noticed the subtle change in her line of sight as it slowly rose. She didn’t need to be measured to know that it had worked – though she followed Tiara’s orders anyway because... well, she wasn’t entirely sure why she followed Tiara’s orders. Because they had been given, she supposed. And being obedient meant they could get to the good bit sooner

“Six foot four, exactly! Nice.”

“Oh thank god,” Silver said, the words falling out breathily like she’d been holding them back in apprehension. “Fix me.”

“In a minute, jeeze. Patience is a virtue, babe.”

“Fix me god dammit,” Silver insisted.

“Fuckin- fine! Go back to the way you were, whatever! I’ve got other priorities! But you’d better still be significantly bigger than me when all’s said and done or I’m gonna be very pissed off.” Silver didn’t respond, merely letting out a relieved sigh as she slowly began to shrink back down to (relatively) normal. “And stay proportional! I did a lot of work to get those proportions right, you’d better not fuck ‘em up because you’re too cowardly to be big. Now, I believe I owe someone some bigged boobs.”

“Oh god yes.”

“Okay,” Tiara said, cracking her neck slightly. “As has been established, small is a sacrilege. Luckily, you’re mostly not small. But, ah, you’re lacking in one specific area that’s already been stated.” Twist felt her breathing coming faster and shallower, just from the sheer anticipation of what was coming next. She’d been waiting for this moment her whole life, even though she didn’t know it at the time. “Why don’t we fix that. Grow for me.”

Tiara gave the order, and Twist’s body obeyed. Her chest rose and fell to the rhythm of her shaky, shallow breathing. Rose and fell and rose and fell and rose and rose. Shakily, almost reverentially, she rose her hands up to her chest and gently squeezed her breasts. God, she had enough breast to squeeze, if only barely. A cups, by the looks of things, though obviously Twist didn’t exactly have much experience with judging cup sizes. Not exactly massive, but fuck it, A cups were bigger than no cups at all. And they were definitely not even close to being done growing, not by a long shot. She could feel them pressing against her hands, gently but insistently, as they slowly swelled. Celestia, even this minuscule amount of growth felt so fucking good. There was a tightness in her chest – beyond the sensation of growth. Her body got hot. Her breathing came quicker, and her loins moistened.

And this was just the start.

“Tiara,” Silver interjected. “Please set a maximum limit on how much she grows because if her breasts destroy my house I will be very angry at you.”

“Yeah, as hot as the idea of your boobs growing forever is, it’s probably not the most practical idea,” Tiara said, getting briefly interrupted by an exasperated groan from Silver. “That said, now that we know we can un-grow things so long as my heart’s in it, we can feel free to go a little overboard.”

“Tiara for fuck’s sake-”

“So!” Tiara said, completely ignoring Silver’s entirely reasonable objections. She turned and walked over to Silver’s bed, sitting down on the edge and spreading her legs wide to show off her massive fucking cock. Twist had almost forgotten about that part. “Let’s kill two birds with one stone and have some fun while we’re at it. I’m horny as hell and haven’t gotten to actually properly have sex yet, so you’re gonna gimme a titfuck while you grow.”

“Yes, ma’am,” Twist replied eagerly. That particular ma’am was almost certainly not the result of Tiara’s weird powers – technically no orders had actually been given yet. Twist was just falling naturally into a submissive role. She walked up to Tiara and knelt on the ground in front of her.

“Ah, no, not just yet,” Tiara said, raising a hand. “Gotta do some finagling first.”

“Finagling?” Twist said, a bit disappointed. She was really looking forward to titfucking Tiara, and wasn’t sure how she felt about the interruption.

“Well the thing is that when I figured this whole thing out I, uh, kinda went a bit overboard. In case you didn’t notice these,” she clarified, gesturing at her giant fucking nuts. “I don’t wanna cum too much and hurt you, so. While it’d be fun to order your body to get super stretchy and turn you into a cum orb, I think I’ve got a better idea in mind.” Once again, Tiara’s cutie mark began to glow. “Whenever Twist fucks, doesn’t matter what hole, her metabolism will go into overdrive and she will be able to digest it exactly as fast as it comes. All resources gained from digesting cum and precum will be immediately be put towards building her muscle density, especially her upper body and back strength, along with thickening her bones and such so she can support giant fuckin’ tits. It won’t impact her figure, but we’re gonna need to build that infrastructure now considering that her breasts are gonna grow to, oh, let’s say five times the size of her head? And they’d better lactate copiously, too, because what’s the point of huge tits if they’re not milky too? I’m no coward.”

“Yes, ma’am,” Twist replied immediately. She didn’t really feel any different, at least not at first. Which made sense because this was mostly a behind-the-scenes order. Except for the milk, which shortly made itself known. Her nipples briefly felt sore, and then moist, and then wet as a slow but steady flow of cream ran down her increasingly full breasts and onto her body and the floor of Silver’s bedroom.

“More,” Tiara ordered, and Twist’s body obeyed, the flow of milk doubling and redoubling accompanied by a sharp gasp.

“Hey!” Silver interjected. “I’ve gotta clean this shit up later, can you try not to make the biggest mess possible?”

“That ship’s sailed, babe,” Tiara replied.

“Fuck you.”

Tiara elected to ignore the expletive, instead turning her attentions back to Twist. “Anyway,” she said, smirking confidently. “That’s enough dicking around. Get to titfucking me, and pick up the pace.”

“Yes, ma’am,” Twist responded, doing just that. Tiara’s cock was big, of course, and her breasts weren’t nearly enough to properly titfuck a full foot of cock just yet. But that was very rapidly changing – Tiara had, after all, ordered her to pick up the pace. Initially Twist had assumed she meant the pace of the sex. But the way Tiara’s cutie mark glowed as she spoke made it clear that it was an order, and the way Twist’s growth picked up its pace made it clear exactly what the order was. “Fuuuuuuck,” she groaned as the once agonizingly slow growth became anything but. C cups quickly became D cups became E then F then G and beyond, big and heavy and full. “G-gonna get big. Gonna get huge. Gonna get fuckin’ massive! Fuck you, Sweetie Belle, who’s a flatty now you bitch, yours are fucking fake anyway.”

“Suck my cock,” Tiara ordered.

“Yes, mistress,” Twist replied. She completely failed to notice the slight change in terminology but frankly even if she did, she’d probably have welcomed it. She was, it turned out, really into being the sub. She opened her mouth wide, and took Tiara’s cock inside of her.

Or at least tried to. She wasn’t exactly experienced with sucking cock, and Tiara was big. Luckily, her mistress was more than capable of rectifying that. “Twist will be capable of taking any cock, no matter how big, into any of her holes, and she’ll fucking love it.” Abruptly, there was a wet pop as Tiara’s flare entered Twist’s mouth. It was big and thick and hot and drooling copious amounts of pre that slid directly down Twist’s throat and she came almost immediately just from that sensation. Her body quivered with the force of her climax, and her breasts surged several more cup sizes larger at once – though at this point cup sizes were no longer adequate descriptors for how big she was.

“Mnnn, and she’ll be fuckin’ good at it, too,” Tiara said, her mind slipping back into that fog of lust that had resulted in a twelve foot Silver and her own bottomless testicles. “Not just good. The best in Ponyville. Fuck it, the best in the world. She can keep you on the edge of orgasm forever or milk climax after climax after climax from you just by movin’ her inner muscles in a certain way. And she doesn’t need to worry ‘bout breathin’, she can keep going for hours and hours and hours and come back for more because she’s an insatiable cumslut and- and- oh fuuuuck~”

Tiara’s train of thought was interrupted as Twist slid down all the way to the hilt. Her tits were free to grow – it didn’t really matter that she wasn’t properly titfucking anymore considering that her tits were inevitably going to get too big for that anyway. Besides, her throat was much better suited for getting Mistress Tiara off. She knew that for a fact because Mistress Tiara had ordered it. Instincts that Twist didn’t know she had took over – her tongue pressed in just the right places and her throat undulated in just the right way and she massaged Tiara’s balls just gently enough to turn her into putty in her hands. “Oh shiiiiit y-you really are fuckin’ gooooooood at this~” the smaller pony moaned, grabbing Twist’s ears to steady herself as she began to thrust.

“Hey,” Silver said, her tone of voice just slightly different. “It, uh, it sounds like you’re having fun there.”

“Mnffff, wanna join in?”

“Kinda,” Silver said, blushing furiously. As much as she was still against this whole endeavour, the idea of getting to fuck the most skilled cumslut in the world was awfully tempting. Especially considering Tiara’s reaction.

“Twist,” Tiara said, her words coming out sharp and rhythmic. “Ass. Big. Fat. Soft an’ squishy. Squishy enough your whole fuckin’ hand could sink in. Now.”

There was an audible fwumph as Twist’s ass erupted into existence. No slow buildup like her tits – which were still growing – but an abrupt transition. Once moment there was nothing, the next her cheeks were the size of her god damn head each. Her hips widened a bit, too, but it was clear that the star of the show was her butt. Fucking enormous. She could feel it jiggling like god damn jello with even the slightest motion of her torso. “There, some paddin’, now pick a hole and fuuuuuuck.”

Tiara’s speech devolved into wordless groaning. Not because she’d climaxed, but because she’d rather specifically not climaxed. Tiara had, after all, ordered Twist to be able to keep ponies on the edge forever, and to be able to keep sex up for hours and hours and hours. She might as well get some mileage out of that. Mistress Tiara definitely seemed to be enjoying herself, considering the way she moaned and writhed, hips bucking of their own volition in a futile attempt to force more cock down Twist’s throat in spite of already being in to the hilt.

God, Tiara was so fucking big. More than a fucking foot of meat, all shoved down her tight throat. It felt surprisingly good, all things considered. She wasn’t exactly an expert on the- well okay actually no she was an expert on the subject of sex, wasn’t she? Mistress Tiara had specified as such. But in spite of the natural talent she’d been magically granted, she didn’t actually have any real firsthand experience with sex prior to this moment. But as far as she was aware, sucking cock was typically mostly pleasurable for the one getting their cock sucked and not the one doing the sucking. Of course, whatever magic Tiara was using probably had something to do with why this felt so good. Like... Like it was meant to be there. Like there was a hole in the very core of her being that only her mistress’s cock could fill.

That was probably going to be in a problem in the long run. At the moment she couldn’t quite bring herself to care, but intellectually she knew that it would probably be problematic once she wasn’t actually having sex. She’d probably have to... convince Mistress Tiara to tone things down a bit after they finished having fun.

But, well, for now they were having fun so fuck it she was gonna enjoy herself.

Especially once Silver Spoon took up her spot at the rear. Twist couldn’t see her – she wasn’t exactly in a position where she could turn her head. But she could still feel Silver placing her hands on the vast expanses of assflesh she found herself suddenly gifted with. Honestly she probably looked a little bit silly from an outside perspective. The same scrawny build she’d always had but with gigantic tits and ass slapped on haphazardly. But fuck it, it felt good and Tiara could even things up and make them a bit less over the top in time. Right now she was content to just quietly revel in being a living cartoon character.

Silver slooooowly spread Twist’s asscheeks apart. Twist honestly wasn’t sure whether that was teasing or just the inevitable result of having such a ridiculous ass. “Okay I think I see a minor issue.”

“Mnf.”

“I’m not making it smaller,” Tiara just barely managed to coherently say.

“I’m not saying you should, it’s just... okay hold on I think I’ve found a hole. Hopefully it’s the right hole.”

It was not the right hole. Though, really, Twist didn’t mind anal. Fucking was fucking, as far as her newly minted god-tier slut abilities and mindset were concerned. She was just as good a buttslut as she was a cocksucker and a traditional penis-in-vagina fucker. But, given the context, she was pretty sure Silver hadn’t been intending to stick it in her proverbial pooper. Not that Silver seemed to mind, or even really notice. “Oh fuck she’s tight.”

“I did order her to be the best fuck in the world, babe.”

“Yeah but she’s really fucking tiiiiiiight.”

“Try not to blow your load right away.” That, at least, wasn’t a real danger. Twist was, as had been thoroughly stated, extremely good at this. If she didn’t want Silver and Tiara to cum, they fucking wouldn’t. And right now she wanted to be spitroast for at least a few more minutes. Probably more than a few more minutes. She wasn’t quite okay with making this last forever – she still needed to eat something other than cum at some point probably (Tiara could hypothetically remedy that but eventually something would come up that Tiara couldn’t remedy, so going forever still wasn’t an option.) But at least half an hour or so. Maybe an hour. Whatever.

Eventually Twist decided she’d had enough being spitroasted. Reluctantly, she allowed her partners to climax. And climax they did. Silver was no slouch, but the real star of the show was Tiara. Gallons of spunk were pumped down Twist’s eager throat, and she effortlessly swallowed every god damn drop. And, as Mistress Tiara had ordered, every drop made her stronger. She could feel it. Her muscles swelled – not a lot, but enough that she was visibly buff underneath all the feminine curves. Chiselled, like a fucking bodybuilder but with giant fucking pornstar tits and a big fat breedable ass. Exactly enough to even out her figure a bit. Which was a nice fringe benefit.

Twist barely noticed Tiara sloooowly sliding her cock out of her mouth until it was actually gone. “Can you stand?”

“I think so.”

“Try standing.”

“Okay.” Twist did so, first gently... removing herself from Silver’s member and then slowly standing upright. Her stance was shaky, but that was less because she couldn’t handle her assets and more because she’d not quite recovered from the fucking she’d just gotten.

“Nice,” Tiara said, slowly devouring Twist with her eyes. “Prrrrrrobably gonna hafta make your proportions a bit more reasonable once we’re done here, though. Unfortunately.”

“Yeah, uh, I wouldn’t mind staying like this forever. But I don’t exactly have clothing that fits right now.”

“Yeah fair.” Still, though Tiara had been the one to bring it up, she seemed somewhat reluctant to de-big Twist anytime soon.

“At least my room’s mostly clean,” Silver interjected. And she was right, it was a lot cleaner than Twist had expected considering the sheer amount of fluids. Still, there was a lot of leakage from her tits soaking into the carpeting. That was mildly unfortunate.

“I can probably handle, like, head-sized tits? However big they can be and my clothes still fit on them.”

“Is mobility gonna be an issue?”

“If I can move around with them this big, I can move around with them at head size,” Twist replied with a shrug.

“Okay cool. We can figure out more detail later, though.” An eager grin spread across Tiara’s face. “In the meantime, we’ve got the rest of the day to have as much fun with this as we fucking want.”

“Can we maybe have fun in your bedroom?”

“No.”

“God dammit.”

“Anyway,” Tiara said, pointedly ignoring Silver’s objections. “You girls up for round two?”

“Fuck yes.”