“Oh, it’s lovely!” said Fluttershy, turning the ornate birdcage over in her hands. “But…”
“But what?” said the pale green earth pony mare behind the market stall, pushing thick glasses upward on her nose. “If the price is a problem, I’m sure we can work something out.”
“Oh, it’s not that,” said Fluttershy. “It’s just that I don’t keep birds in cages. Honestly, it seems a little cruel to me…”
“Oh, I see,” said the mare. “Well, I suppose you could keep it as an… ornamental piece?”
“No, I think it would send the wrong message to my birds,” said Fluttershy, setting the cage back down. “Oh, what’s this?”
“That?” said the mare, looking down at the shoebox that Fluttershy was indicating. “Oh, that’s just some odds and ends I picked up in the last few towns I visited. Nothing of obvious value, although once in a while, when I get these sorts of things magically appraised, there’s some sort of useful enchantment on them.” She shrugged. “I’ll sell you the whole box for fifteen bits, if you want. Some ponies like to buy boxes of ‘antique junk’ hoping they’ll find something really special.”
“Ooh, like treasure hunting!” said Fluttershy, her eyes lighting up.
“Yeah,” said the mare. “No promises, though. Odds are, it’s just a bunch of… stuff.”
Back home, Fluttershy picked through the box’s contents, which - true to the mare’s words - seemed to be nothing more than “a bunch of stuff.” There were a few old quills, small tools whose purpose she couldn’t guess, a chipped mug… fifteen bits had probably been a bad deal, but something about the impulsive purchase had just called out to her.
She sifted through the box and discovered something unexpected at the bottom - a pair of panties, the pink fabric surprisingly vibrant in color considering they’d come from an antique vendor. Fluttershy had heard that enchanted objects tended to retain their quality better than mundane ones… could this pair of undies be an actual treasure?
Fluttershy giggled excitedly as she brought the panties to her bedroom. Not only had she seemingly found something special, she’d found something naughty. At least, she assumed that enchanted panties would somehow be magically naughty - it was equally likely, she supposed, that the enchantment did something very practical like keeping them clean or helping them fit any body size.
But it was much more fun to imagine that they did something intimate. Something that White Heart might appreciate. Fluttershy’s special somepony would be coming home soon, and it would just be perfect if Fluttershy could greet him at the door in a pair of sexy magical panties.
Sitting on her bed, Fluttershy stripped away her shirt and skirt - and then unhooked her bra, liberating her round, firm breasts. Fluttershy didn’t really need enchanted panties - not when she had her magnificent rack and her firm, thick bottom - but the thought of doing something really special for White Heart was irresistible. He loved to use his magic to spice things up in the bedroom, and this seemed like an opportunity to return the favor.
Fluttershy slipped off her usual white panties and pulled on the pink ones. They were soft and comfortable - a perfect fit, not to mention a pleasing match for the color of her mane. She looked at herself in the mirror over her dresser, trying to see if anything was different - maybe the panties had given her a wider butt? Longer legs? She turned her body around, pointing her ass at the mirror, and looked over her shoulder to examine herself.
But nothing seemed to have changed. Maybe the panties weren’t magical after all? In retrospect, it was pretty silly to see a pair of panties and assume their bright color meant they were enchanted. She sighed - this had been a fun little antiquing adventure, but it was time for it to end. She put her thumbs against her hips and slid her hands down her body -
But she couldn’t get her thumbs under the panties’ waistband. She tried again, and a third time, but she just couldn’t get a grip on them. The fabric of the panties seemed to be unusually tight against her skin, although it wasn’t at all uncomfortable. She pinched at the fabric, trying to pull it away from her hips - but she couldn’t pull the panties down even slightly.
Confused, she reached her hand down towards the underside of the panties, hoping to grab them by their lowest point and pull them down that way. But her hand found something unexpected on the way down: her fingers cupped an unfamiliar bulge - and found it to be quite sensitive.
Fluttershy whipped her body around to face the mirror. When she pulled her hand away from her crotch, what she saw beneath the pink fabric was unmistakable: it was a penis, with a set of testicles underneath it. She prodded meekly at the bulge, confirming that it was part of her body. Little tickles of pleasure shot through her every time she touched it, not unlike how it felt to touch her vagina.
Fluttershy felt her heart pounding. The panties were magical, that much was clear - but this wasn’t what she’d wanted at all! Growing a penis wasn’t the end of the world, of course; if magic made it grow, then magic could certainly fix it. But her plan to give White Heart a sexy surprise was ruined. What would White Heart say if she greeted him at the door with a penis in her panties?
Actually, come to think of it… what would he say? He was a pretty adventurous stallion when it came to the bedroom. Maybe he wouldn’t mind? Maybe he would show her how good it could feel. Maybe he would put it… in his mouth…
Fluttershy felt a tightness building in her new appendage, and she took another look at her crotch in the mirror. It seemed that she was experiencing her first erection - and while the experience was unfamiliar, it wasn’t altogether unpleasant. Feeling a part of her body grow as she fantasized… it was kind of exciting, actually. Having a penis might be fun for a while… but only if she could figure out how these magic panties worked, and how to get them off.
Until then, she supposed, it wouldn’t hurt to leave the panties on and see how it felt to have a boner. Fluttershy’s penis had started at a modest size, but it was clear now that it was a “grower”; now that it was fully stiff it was more than seven inches long, forming a prominent tent in her panties. Of course, White Heart still had the bigger stallionhood, which suited Fluttershy just fine. White Heart was the stallion in the relationship, after all; he should be the one with the bigger dick.
Fluttershy reached down and grabbed her shaft through the fabric, trying to get a feel for her penis’ full size. But it wasn’t at its full size; despite being rock-hard, it was still growing, gradually becoming longer and thicker beneath her fingers.
Fluttershy’s gut sank as another wave of panic gripped her. This wasn’t supposed to happen. She’d had enough hands-on experience with White Heart’s cock to know what a fully erect penis felt like. And she knew that when a penis was fully erect, it was supposed to stop growing. And yet her cock was still expanding. It was over eight inches now, and it wasn’t slowing down.
And now that she bothered to look, her balls were growing too. They were plum-sized now, bulging against the fabric and visibly swelling. This could be a real problem; she had no way of knowing just how big these panties were going to make her.
Panic spread through her veins like ice - which had the beneficial side effect of softening her cock. It was still growing, undeniably, but it fit a little more comfortably in the snug panties now; instead of standing straight out, it just coiled inside her undies like a snake.
Fluttershy took a deep breath - in, then out - and with her nerves calmed somewhat, she returned to her living room. Maybe there was something in that box of antiques that could help? She really hoped she wouldn’t have to leave the house to solve this problem; this growing penis was getting to be more and more of an embarrassment every second.
Before she could reach the box, Fluttershy heard a knock at the door. Anxiety’s grip tightened around her heart; she didn’t really want to see anyone right now, not before she got this problem solved. Then again, it was probably White Heart, who - on top of being a comforting presence in Fluttershy’s life - might be able to help solve her problem. He was a unicorn, after all, and good with magic.
Fluttershy answered the door and sighed with relief when she saw White Heart on the other side. She threw her arms around him, and he returned her embrace. “Flutters!” he said. “You’re topless! I mean, I’m not complaining, I’m just pleasantly surprised…” He pressed his body closer against her, bringing his hips in contact with hers. “Shall I carry you to bedroom, or-”
White Heart paused, feeling something unusual pushing back against his groin. Something slightly firm and slightly squishy. Something that wasn’t usually there…
He stepped back and looked down at Fluttershy’s midsection. Fluttershy whimpered as White Heart saw the growing, squirming shape in her panties, and once he’d gotten a chance to look, she shielded the bulge with her hands. “Sorry, White Heart,” she muttered.
“I don’t think you have anything to apologize for,” said White Heart. “That’s a pretty impressive cock you’re packing. But, uh… you don’t seem that happy about it?”
“You don’t mind?” asked Fluttershy, lifting her head and looking pleadingly at him.
“No,” said White Heart. “Actually, I’ve thought about what it would be like if you had one! I know there’s spells that can make mares grow penises, and I thought it could actually be fun, but, uh… more importantly, are you all right?”
“No!” cried Fluttershy. “I, I bought these panties, and I can’t take them off, and they made me grow a penis! And it won’t stop growing! Look, look, it’s getting bigger!” She pointed down at her coiled bulge - which was now a foot long and as thick as her wrist. As White Heart watched, it did indeed become visibly larger.
“Oh, geez,” said White Heart. “Yeah, we have to fix this. Okay, they won’t come off normally… did they come with any kind of instructions? There might be some word that de-activates them.”
Fluttershy led White Heart to the dining room table, where the box of antiques still sat. “It was in here,” she said. “Maybe there’s something…” She upturned the box onto the table, letting its contents spill out. A folded scrap of paper drifted out of the box, and Fluttershy grabbed it.
Panties are CURSED, read the note. Counterspell is necessary for removal. Growth is ENDLESS unless panties are removed properly!! Below those words, there was a diagram that Fluttershy couldn’t make heads or tails of.
“Counterspell?” said Fluttershy, showing White Heart the note. “Can you do that?”
“Yeah, counterspells are just like regular spells,” said White Heart. “And this diagram is magical notation… this must be the spell I need to cast. Sorry, but I’ll need a minute to look at it, just to make sure I get it right.”
“Okay, but hurry,” said Fluttershy. “I can feel it getting bigger. I don’t want to be stuck with a penis that hangs down past my knees.”
“Well, you won’t be stuck with it,” said White Heart, still studying the diagram. “We can work out a spell to put you back to normal. But before we do… there is a lot of fun we can have with a big dick. You should feel what it’s like to cum with a penis at least once.”
Fluttershy gasped, pleasantly surprised by White Heart’s suggestion. “Oh! I think maybe I’d like that… would you… use your mouth?”
“Sure!” said White Heart. “I’d love to suck your cock, Flutters! Mmm, I wonder what your cum tastes like…” he chuckled. “After I swallow your load, I think you might decide to keep that dick for a little while…”
“Well, maybe…” whispered Fluttershy. Truth be told, the prospect of getting her dick sucked by her coltfriend did sound pretty appealing. It sounded so good, in fact, that her cock was starting to grow stiff again. The girthy shaft uncoiled itself inside the panties, shifting and stiffening and pointing upwards.
“Ooh!” cried Fluttershy, her hands shooting to her crotch. “Oh no, it’s getting hard again… mmh, it’s too tight…” Her cock was a good fourteen inches long now, and the fist-sized tip was stretching the fabric, leaving a dark, wet stain on the front as it began to leak precum. “Aah, no, it’s getting tighter, it’s going to rip…”
White Heart looked away from the counterspell diagram and down at Fluttershy’s cock. It was stretching out the fabric something fierce; where her stiff cock pulled it away from her body, the pink cloth was almost transparent. And simply tearing the enchanted panties was just as likely to make things worse as to make them better.
“Okay!” said White Heart. “I… I think I can try the counterspell. You pull down on the panties, and I’ll cast the spell, and… I think we’ll be okay.”
“Hurry, hurry!” groaned Fluttershy. She pinched the fabric of the panties as she saw White Heart’s horn begin to glow. She yanked down, but the undies wouldn’t budge. So she yanked again, harder this time. Still nothing. Frustration boiling in her gut, she put all her strength into one spirited pull -
And the panties did come down, with a riiiip that pierced the silence of the room. Fluttershy looked down and saw the panties falling away in pink tatters. She was fully nude, her now sixteen-inch cock no longer confined… but as she stared down at it, she saw it gradually growing longer. She wrapped her fingers around the base of the shaft, trying to get it under control… but she only succeeded in sending a shiver of pleasure through her body.
“White Heart!” she cried, grasping his shoulder. “It’s getting bigger, it’s still growing… even though I took off the panties…”
“I, uh… I don’t think I did the counterspell right,” said White Heart. “And now that the panties are ripped, I don’t know how to fix it. I think it’s just… going to keep growing.”
Fluttershy, anguished, buried her face in White Heart’s chest - which also made her growing cock slap against his torso. “No, I don’t want to grow forever,” she groaned, “I just wanted to buy some antiques, and then I wanted to do something special for you, and… and now I’ve got a penis that’s going to grow into a big veiny yellow skyscraper… isn’t there anything you can do to stop this?”
“Well, I can try casting the counterspell on you,” said White Heart uncertainly, “But I don’t know if that’ll work. I mean, the curse is on you now, but casting spells on ponies is pretty different from casting them on objects…”
“Please do it!” said Fluttershy. “I don’t want to grow forever, White Heart…”
“Okay, here goes,” he said. He stepped back and focused his eyes on Fluttershy’s swelling cock, recalling the counterspell diagram. His horn glowed, casting a white aura around Fluttershy’s crotch, and Fluttershy stared down at herself, anxiously quivering, waiting for something to happen -
And she saw the aura shatter in a way that she didn’t know what possible. White Heart stumbled backwards, as if struck, then regained his balance. “I’m sorry,” he said, “the spell didn’t work the way I thought… and, uh… oh, no…”
“What?” said Fluttershy - but then she saw the same thing White Heart did. Not only was her cock still growing, it was growing faster. It had already grown so long that the tip was level with her nipples - and as she flexed the muscles at the base of the shaft, it wedged itself into her cleavage. She gasped, feeling a wave of pleasure as her tits embraced her sensitive shaft - but panic quickly reasserted itself as she felt her cock climbing upwards through her cleavage.
“White Heart, it’s growing faster!” she cried. “I… don’t want to be a freak, White Heart…”
“Fluttershy, you’re not a freak!” he said, grasping her shoulders. “You’re my kind, beautiful mare.”
“But I can’t be your mare,” sobbed Fluttershy, “Even if you don’t mind me having a cock, it’s going to grow too big for us to do anything together… Celestia’s going to have to put me on the moon, or, or… oh, I don’t know! White Heart, I’m sorry, but we can’t be together anymore…”
White Heart drew in a long breath and straightened his spine. “Fluttershy,” he said, “I want to be with you forever. And I’ll do whatever it takes to do that. Besides,” he laughed, “It might even be fun.”
“I… I don’t understand,” said Fluttershy. White Heart stepped away from her, and his horn started to glow, producing an aura that surrounded his entire body. Fluttershy’s cock, which seemed to be growing faster by the second, emerged from her cleavage and climbed upward, swelling thicker as it went. The flared tip, dripping with pre, reached the level of her chin, then her nose, then her eyes - and then all she could see was her own thick, veiny stallionhood.
“Okay,” said a voice in front of Fluttershy. “I’m ready.” Fluttershy was confused - it was a mare’s voice that she had just heard. Who else was here, besides herself and White Heart?
“Can you even see me from behind that thing?” asked the voice - which sounded awfully familiar, although she couldn’t quite place it. “Here, let me get that for you.”
Slender white fingers grasped the tip of Fluttershy’s cock - which was nearly taller than her head by now - and pulled it down. And standing in front of Fluttershy, totally nude, was the most beautiful woman she had ever seen. She had ivory-white skin and shining blond hair, a strong but graceful body with succulent curves, and… she had White Heart’s cutie mark.
“White Heart,” gasped Fluttershy, “Is that you?”
“Yes,” said White Heart, her voice gentle and feminine - but now recognizable as the female version of her coltfriend’s voice. “This was one of the other things I was thinking about trying in the bedroom. We can be together, Fluttershy, no matter how big you get… all you need to do is fuck my pussy.”
Fluttershy blushed deeply. “Wh-white Heart!?” The idea of sticking her dick into White Heart’s pussy had genuinely never occurred to her, because before today she hadn’t had a dick - and before this moment White Heart hadn’t had a pussy. But it was an intensely appealing prospect; her cock throbbed as she imagined parting the folds of her coltfriend’s pussy… or marefriend, now…
“But I’m still growing,” she protested. “I’m going to grow forever… I can’t fuck anyone!”
“It’ll be all right,” comforted White Heart, giving the head of Fluttershy’s cock a gentle squeeze. “I know a thing or two about making things magically grow. I’ll be able to grow along with you, Flutters. I’ll keep pace with you. I’ll always be big enough to take your cock... and you can fuck me forever.”
Turning away from Fluttershy, White Heart put her palms against the wall and stuck out her curvy white bottom. “Come on and mount me, Fluttershy,” she said. “My pussy’s so hot and slick… it needs your big yellow cock so bad…”
Fluttershy could see White Heart’s pussy between her legs. A pair of glistening pink lips between her snow-white thighs. A perfect place for her cock. Her love for White Heart was just as strong now that she was a mare, and her lust had never burned hotter. Placing both hands on her cock - which was now a good four inches taller than her head and thicker around than her thigh - she aimed it down, pointing it at White Heart’s dripping cunt. She stepped forward, taking White Heart from behind, prodding her pussy with the flared tip of her cock.
At first, it didn’t go in - which, given its circumference, wasn’t surprising. But she felt White Heart’s pussy lips open wider, like a slick, hungry mouth, loosening just enough to let her inside. And once she was inside, she went deep - far deeper than she assumed would be possible. Slowly inching her lengthening cock into her pussy, Fluttershy got about two feet deep before she met serious resistance. That wasn’t the whole length of her cock, but it was close enough that she could get started on fucking her.
Once her hips started to move, she couldn’t stop them. Every square inch of her cock was as sensitive as her clitoris, and having two full feet of her cock embraced by her beautiful marefriend’s tight, slick pussy was mind-meltingly pleasurable. Her body fucked White Heart on autopilot, her hips pistoning as she gasped and moaned. Her fat yellow ballsack, now so big that it was halfway between her knees and her ankles, swung back and forth, sloshing audibly.
“Oh, Celestia,” groaned Fluttershy, “White Heart, your pussy is so tight… Thank you for doing this for me, I love you so much…”
White Heart was letting out adorable little whimpers as she got fucked. As a stallion, he’d grunted powerfully during sex, but now she was moaning and crying, writhing as her pussy was speared and stretched around Fluttershy’s big yellow dick. I could get used to this, thought Fluttershy.
“Flutters,” moaned White Heart, “I love you… I would do anything to be with you… Please, Fluttershy, fuck me forever. Never stop pounding my tight little pussy with your great big cock… and please, please… cum for me… cum inside my pussy, so I can be full of your love…”
Fluttershy pumped her hips faster, trying to speed herself to climax. Her cock was growing faster than ever, three feet long and thicker than her waist, and she was worried that White Heart wouldn’t be able to take her for much longer. She didn’t seem to be growing any bigger, aside from the way her pussy was stretching to match the thickness of Fluttershy’s stallionhood. But even if it didn’t work out, Fluttershy was determined to cum in White Heart’s pussy just one time…
Fluttershy came, sending a thick jet of spunk all the way from her bloated balls into White Heart’s tight pussy. And that, at long last, gave her the growth she needed to keep pace with Fluttershy. The first spurt of cum was a full gallon, visibly bloating White Heart’s belly - and once she had grown bigger, Fluttershy found that she could push herself a little deeper. The next spurt of cum was a little bigger than the first, but White Heart’s belly grew to accommodate it, giving Fluttershy more room to slide herself in. Five more gushes of thick hot cum came and went in the same fashion, each one a little bigger than the last… and finally, White Heart’s snow-white belly was big enough that Fluttershy could slide herself balls deep inside her.
Now there was nothing between the two lowers. Fluttershy was right on White Heart’s back, still mounting her. Still firing off gallons of cum at a time… and that brought up a question in Fluttershy’s mind. Weren’t penile orgasms supposed to… end? The one she was having was just getting more and more intense, shooting more and more cum…
“White Heart,” she gasped, her voice juddering as her dick sent another creamy eruption deep into her marefriend’s cunt, “I - it’s not stopping, I’m coming, I can’t stop coming, my cock won’t… won’t stop…”
White Heart was trying to formulate a response, but she, like Fluttershy, was fighting back against wave after wave of wonderful and unfamiliar sensations. Her pussy was thrumming, muscles pulsing, sexual electricity making her body shake - and then White Heart experienced her first vaginal orgasm, her pussy clenching and releasing in a breathless rhythm.
“I think -” gasped White Heart, “M-might cum forever. Both of us. You’re getting bigger faster now… I don’t think you’re ever going to run out of… mmmph… cum…” Her words became a helpless moan as another wave of climax overtook her.
“Oh,” said Fluttershy - and that was all she could think to say for a while. Partly because she, too, was riding a ceaseless wave of climax, but also because she was making peace with the future White Heart described - an endless lifetime of fucking her marefriend’s pussy, of feeling her cock and balls grow eternally, of filling White Heart’s belly with a load that would never end. And when she really thought about it, it was everything she wanted out of her life with White Heart - to be close to him (er, her), to be intimate, to share love and passion. This wasn’t the life she’d planned, but right now she found it was the life she wanted.
And it was a good thing, because she was about to leave her old life behind in a big way. The growth of White Heart’s belly was pushing them away from the wall as it took up more and more of the available space in Fluttershy’s living room. And it wasn’t just her belly growing, Fluttershy realized - her tits were swelling as well, keeping proportion with her bloated tummy. And the space not occupied by White Heart’s body was quickly being taken up by Fluttershy’s balls, two churning globes that were growing faster than ever. Within minutes, Fluttershy’s balls took up nearly half of the room, with White Heart’s cum-filled gut squeezed into the other half. And when there was no more space left, their bodies burst through the walls, splitting the tree house in half, sending splinters flying in all directions.
With the house out of the way, the growth of Fluttershy’s cock and balls was free to continue - and accelerate. She seemed to double in size every minute, her cock growing longer and wider inside White Heart’s slick pussy - and no matter how much she grew, White Heart was always big enough to contain all of her. And not just big, but tight, tight enough to make every second of her endless orgasm more intense than the last.
Fluttershy felt her balls expanding over the grass, rolling over trees and crushing them flat. White Heart’s body was pointed towards Ponyville, and her cum-flooded belly expanded across it, settling over the town like a blanket of soft flesh.
Dry crunches underneath Fluttershy’s immense ballsack told her that she’d reached the Everfree Forest. Somewhere beneath her, fearsome monsters were running in terror from her encroaching nuts, and the thought brought a giggle to her lips.
Fluttershy closed her eyes and focused her thoughts on White Heart - and on the place where their bodies intersected. Although she was already coming (and would, in fact, never stop coming) she pumped her hips, driving her cock in and out of White Heart’s slick cunt. Her reward was a high-pitched moan from her recently feminized lover, and that was a sweet reward indeed. She kept on fucking, wrapping her arms around as much of White Heart’s tits as she could grab. She felt the flesh of her marefriend’s bosom expanding under her fingers, and her orgasm surged with power, shooting up and up the unfathomable length of her cock.
When Fluttershy opened her eyes again, Equestria was laid out like a map below her. White Heart’s belly and tits, snow-white and round as the full moon (and probably about the same size), were lifting them high above the world. And the world receded so quickly - they were still doubling in size every minute, by Fluttershy’s estimate. And when one was this big, “doubling” meant a lot of growth. Soon the ceaseless flow of cum bloated White Heart so big that gravity could no longer hold them. They drifted away from the planet, off into space.
It was supposed to be cold, Fluttershy had once heard. But all she could feel was White Heart’s warmth.
In less time than one might imagine, Fluttershy and White Heart watched their whole galaxy grow small and distant. Somewhere in there was Equestria, but now the two of them were bigger than any planet, any star. Fluttershy could feel the tiny orbits of solar systems circling her colossal ballsack - and from time to time White Heart’s nipples released fountains of milk that drenched and nourished hundred of planets at once.
“Thank you, White Heart,” said Fluttershy. “For everything.”
“I should be thanking you,” said White Heart, flexing the muscles of her pussy, embracing a thick yellow cock that was light-years long. “You’re the one giving me everything. You keep giving it to me, deep inside me, with that big, wonderful cock of yours. And I always want more…”
Fluttershy wrapped her arms around White Heart, sighing with bliss - and from the base of her cock, a load of spunk big enough to extinguish a star rocketed up the length of her shaft. More cum, more love, always more. Forever.
