Unlocking Their Full Potentials

Chapters

2) Apple Bloom Sprouts Up
3) Scootaloo Catches Up
1) Sweetie Belle Fills Out

2) Apple Bloom Sprouts Up

Author's Note

As always, let me know if you catch any pesky typos or other awkward mistakes.

2) Apple Bloom Sprouts Up

The Apple clan could be described in many ways: hardy, proud, determined. But perhaps the most salient of all was, bountiful. The newest generation of Apples certainly fell into such a mold. Big Mac, standing 6 and a half feet tall, was a wall of muscle broader than most doors, even in the roomy Apple house. Yet Applejack towered even higher, just a foot short of their home’s 8 foot ceilings. The eldest Apple sister was brimming with toned muscles, sporting breasts and buttocks as firm as they were shapely. But the long shadow of Applejack’s extensive frame fell darkly on Apple Bloom. The smallest Apple in living memory, Apple Bloom stood a measly 5’, flat as a board, and with only thin, wiry muscles with which to manage her chores. She felt like a scraggly weed in an orchard of mighty apple wood.

But above jealousy, disappointment, or even feeling like a freak, Apple Bloom resented her size most for what it did to her love life. She was in love, and truly convinced of that, but she could never accept that her coltfriend, Rumble, didn’t mind her body. She’d caught him resisting glances at her more eye-catching sister, but hardly blamed him in the end. What really bothered her was her failure to fit Rumble’s monster of a horse-cock, leading to the supposedly ‘adult’ relationship they now shared, based entirely on hand and oral sex. Apple Bloom felt her stature hadn’t just deprived her of her heritage, it had taken her marehood, too.

Though her shortcomings pained her, Apple Bloom could always commiserate with her equally runty comrades in the CMC. That was, until Sweetie Belle had jeopardized even this comfort. Recently, Sweetie had emerged from her sister’s boutique with such unbelievably engorged breasts and ass that it set the town ablaze with gossip. No one could believe the formerly petite mare had grown so much so quickly, and Apple Bloom herself was a chief skeptic. This gulf of suspicion hadn’t been easy on her friendship with Sweetie Belle, and the incident last week had nearly sapped Apple Bloom’s will to keep trying.

Apple Bloom had been on a stroll through Ponyville that quiet summer evening, when she thought she heard Sweetie Belle’s distinctive, high-pitched tones down a side alley. Apple Bloom had followed the noise to the very end of the narrow corridor, where she had finally found her friend. Pressed against the back wall of a shop, Sweetie stood with shirt unbuttoned and what appeared to be Diamond Tiara’s head fully enveloped in Sweetie’s gargantuan mammaries. Apple Bloom was lucky that the soft cooing of the amorous mares covered her shocked gasp and hasty retreat. The whole incident had shaken her to her core. Apple Bloom had never found much interest in mares, unlike Sweetie or Scootaloo, but after stumbling on that erotic scene, hearing the ardent gasps, seeing the soft, flushed breasts of her barely recognizable childhood friend, even Apple Bloom had felt…tantalized.

Although the awkward encounter had been disturbing, it had also granted Apple Bloom a peculiar sense of clarity. If Sweetie Belle could unlock her Belle family figure with such overwhelming gusto, then surely Apple Bloom could find her Apple family roots buried somewhere within her. This thought had lead Apple Bloom to Zecora’s hut and the zebra’s extensive collection of old potion recipes. It had been awkward dodging Zecora’s friendly curiosity, but Apple Bloom managed to find a promising formula without arousing too much suspicion…she hoped. Apple Bloom had spent the past week collecting ingredients for the brew, and at last, everything was ready. She had set down careful preparations for this, the big day.

It was a warm, lazy, Sunday afternoon, and Apple Bloom had already completed her relatively few chores. She now sat alone in her bedroom, rolling a vile of the completed concoction back and forth in a clammy palm. She still wore her lose fitting work jeans, baggy on her skinny legs. Her button up shirt was a dull orange, with plaid striping of yellow and red. The short sleeves ended in holes twice the size of her wiry arms. Like most days, she didn’t even bother with a bra, wearing only a thin white undershirt that came down to the top of her faintly defined abdominals. The clothes were all new, a break from the normal Apple custom of excessive hand-me-downs. The size gap between the two sisters of the current Apple clan had made this breach necessary. Hopefully, the potion in Apple Bloom’s hand would soon set everything right.

This thought thrilled her, and seizing the momentary swell of resolve, she chugged the draught in two hasty gulps. The thick liquid burned on the way down, seeming to radiate heat from where it came to rest at her core. Waves of narcotic pleasure cascaded across her skin. She stood, restless with the energy of her now racing heart, and she began to break a fresh sweat. As she paced slowly toward the center of her room, the fire in her stomach intensified nearly to the point of pain, bringing her arms lurching to her abdomen as she leaned over, eyes crushed tight against the overpowering sensation. The heat and tightness roiling in her stomach slowly crept outward to every inch of her body. Her breathing accelerated to a raged pant as her body began to pop and groan with the clenching of her every muscle.

Then Apple Bloom felt something she had never experienced before, but a sensation she had often fantasized. Every limb seemed to be lengthening, bones and sinew pulling and stretching just at the threshold of notice. Her skin was pulling tighter against her taught musculature. Peeling open her clenched eyes, she saw her straining biceps and forearms thickening with an almost imperceptible slowness. She could feel her hips pressing outward, her legs and ass thickening with layers of muscle and traces of fat. Her nipples became twin points of unrelenting fire as she felt the skin on her chest stretch and engorge. The sound of cracking from her spine terrified her as she began to have second thoughts about this potion. She could feel her torso pressing upward with a persistent and uncomfortable pressure, the creases of her tucked shirt straightening with her growing height.

Apple Bloom’s once baggy jeans now offered a snug and proper fit, although they pressed with some discomfort into her gently curving hips. The ends of her jeans had migrated up her ankles to reveal several inches of newly extended legs. Her formerly baggy shirt now sat taught between her shoulders and its tucked hem as she pulled back to her full height, growing used to the heat and tension of the potion’s influence. Her stretching frame now reached an extra four inches above the floor, and Apple Bloom could sense a difference in how her perspective on a familiar room had shifted.

Apple Bloom bit her lip with titillation, feeling the unexpected but familiar warmth of arousal ignite in her crotch, in addition to the flaming sensation of the elixir. She shifted her arms away from her enkindled stomach to clasp both hands firmly onto her hips, feeling their steady outward progress. Her biceps flexed and relaxed, deflating less and less with each tight surge. Her shirt was pulling out from her jeans in jerking fits as it slid from her over-taxed waistband, itself groaning from the strain. She could feel the seat of her jeans cradling and compressing her buttocks, each ass cheek pressing the apple-shaped back pockets into round, pert facsimiles of the fruit. Erect nipples pushed with a tantalizing subtlety into the fabric of her shirt as her once flat chest swelled past B-cup and pressed ever more firmly against her now crowded shirt.

Rippling muscles seemed to pour over Apple Bloom’s back and shoulders like a sinuous wave, causing her to grunt through labored breaths. Her shirt hem finally popped free from her jeans to reveal a thin strip of taught, yellow flesh. Her breasts, continuing to thrust forward atop thickening pectorals, began to strain her shirt, opening tiny ellipses of space between each pair of buttons. Simultaneously, the single button on her jeans gave a loud crack as it violently snapped apart. Apple Bloom unconsciously thrust her hips forward, chasing the receding tightness of the jeans with her eager crotch. The zipper of the pants began to slide open with the dual pressures of her thrusting hips and expanding flesh. The burst crotch of the garment exposed a toned triangle of damp, yellow skin which pointed down to her burning sex, hidden within a pair of off-white panties crisscrossed with red and green stripes.

Apple Bloom looked down on her growing, muscular body from her new perch of five feet and nine inches, finding herself increasingly filled with the contrasting emotions of satisfaction and a desire for more. But most pressingly, she was filled with a restless energy as her heart hammered boiling blood throughout her developing body. She moved her hands up from her hips to slide along the perspiration slicked midriff exposed by her receding shirt, feeling there the two engorging hunks that were her lower abdominals. The delicate pressure of her hands on her tightening skin sent bolts of vivacious tingling careening across her awareness, almost addictive in their pleasurable response.

Emboldened by this effect, Apple Bloom moved a hand up her cobbled obliques to grab an exploratory fistful of enlarging tit. She felt the perky globe of flesh press firmly back into her palm as her breasts exceeded even a C-cup. Her nipple became a torrid lance of sensation shooting straight into her core as her hand closed over the turgid nub. With a terse snap, a button burst away from its perch over her crowded bosom. Meanwhile, her other hand slid with slow trepidation down the triangle of her increasingly exposed crotch. She allowed only a thumb to drag lightly across the exposed surface of her panties, but even this faint sensation sent near orgasmic palpitations up her vaginal muscles. As her palm slid over the thigh of her overtaxed jeans, she found the fabric beginning to rupture in growing horizontal tears, exposing bulges of supple, saffron flesh. Apple Bloom grunted against the strain as multiple gaps began to burst into the side seams of her jeans, more yellow skin emerging from beneath the tight blue denim.

With another snap, the overloaded strap securing pants to tail burst behind her back. Instinctively, both hands shot to her rear to catch the unshackled fabric, but her palms collided with stationary denim. The great, firm orbs of her growing buttocks overflowed the seat of her jeans, mounding out of the waistband in two quivering humps, but even just the bottom halves of the gargantuan cheeks left the jeans plastered to her skin with tension. Feeling eddies of mounting pleasure where her fingers passed delicately over the taught skin of her bountiful booty, Apple Bloom succumbed to a torrent of intoxicating sensation. One arm stretching straight down her back, the other clutching at the elbow of the first with tightening fingers, her shoulders pulled backward with a fresh spasm of growth. Her spine elongated with sounds of strain and creaking, while more and more beefy midriff was pulled from beneath her struggling shirt. In a sudden cascade of popping buttons, the front of her shirt ruptured to reveal her chiseled abs and her thin undershirt, now struggling to contain D-cup breasts. Biceps and triceps bulged outward simultaneously, the massive tubes of muscle eliciting tearing sounds from her previously roomy sleeves. As the crown of her head glided up to 6 foot 3, Apple Bloom sensed a slowing of her rocketing growth, but could still discern the warm sensation of the magic draught roiling beneath the surface.

Bringing her hands back to her ample glutes, she flexed the tremendously developed muscles, caressing the thick, bulging lobes as she heard her jeans creak pathetically under the additional stress. The tightness also pulled on a nub of denim along the seam beneath Apple Bloom’s ruined zipper, forcing the dense fabric against the hood of her throbbing clit. Holding her ass tight to retain the pressure, she began to pulsate her abs, bringing small waves of erogenous motion to her burning groin. Looking down, she marveled at the sensuous movements of her toned stomach. Sharply defined slabs of abdominal meat undulated in slow, glistening waves as beads of sweat slid down the golden skin. In addition to her sweat, Apple Bloom could feel a growing wetness in her panties, the stimulation of her clit sending out ripples of escalating arousal. Remembering the erotic fire her nipples had released before, Apple Bloom eyed the fattened curve of her chest, reaching up toward white fabric rendered sheer against her perspiration slicked breasts. Lightly grazing the protruding tip of a bloated nipple, her hips pressed forward unconsciously. Without warning, she was overcome with a crashing sensation of unparalleled intensity.

Apple Bloom’s elbows came crashing to her side, forearms spread out parallel to the floor, bulging and straining as the limbs pushed visibly outward, lengthening by the second. Her hips remained locked forward, head bent over as she lost herself in the euphoria. She let out low, throaty grunts as she shot upward, back surging and quivering as it stretched inch after inch. Her jeans exploded into tatters that collapsed in a heap at her feet, while her sleeves popped violently, allowing her shirt to fall uselessly behind her. Quivering muscles stood out on every limb as her hips and head rolled backward with a nearly orgasmic spasm. Her arms pressed tightly against her firm breasts and body as she slid them upward, under the compulsion of her tightening shoulder muscles. At the apex, she let out a small coo of surprise. Her palms collided with wooden boards as she reached the ceiling.

Apple Bloom straightened to her full height, palms pressing firmly into the 8 foot ceiling, and her elbows slowly bending as her body continued to stretch higher and higher. Her panties let out a sharp snap as their band split apart over her right hip, leaving the remaining tatters clinging to her bulging left thigh. At the same time, one side of her overloaded undershirt burst open, flinging aside to leave one firm, glistening, E-cup breast completely exposed. Apple Bloom’s every fiber was in a frenzy as heat, pressure, and a mounting sense of mind-numbing pleasure tore through her like a storm. With a final surge, she soared the remaining inches to 7’ even, and the tension all over her body released with a torrent of bliss. Apple Bloom dropped one hand behind her head and squeezed a fistful of red hair with trembling fingers as she let out a booming, lascivious moan. Her other hand began to migrate down her body, palm sliding along hard, protruding muscles with additional sensations of tingling satisfaction emanating from each contact. Her questing hand finally curled around the remains of her panties as she renewed her vocalized ecstasy, belting a crescendo of salacious oh’s as her unrelenting orgasm pulsed on and on.

After seconds which felt like hours, Apple Bloom finally came down from the heights of her euphoria, and she felt dazed by the onrush of satisfied fatigue. She managed to stumble to her bed, crashing down on it with a noise that likely reverberated through much of the house, but she was too distracted to care about discretion. Apple Bloom brimmed with delight as she stared down at her transformed body, focusing first on her engorged tits. Reaching up, she tore away the remains of her undershirt like tissue paper, shocked at the ease of it. Now disrobed, twin globes of yellow softness jutted out from her toned chest, each topped with a tawny areola and still turgid nipple. The firm, perky orbs were easily a match for AJ’s pair of double D’s. Apple Bloom smirked at the thought of finally borrowing a bra from her (formerly) bigger sister.

She grabbed her breasts with splayed fingers, luxuriating in the doughy tissue pressing between her digits. She tried to compress the expansive mounds to sneak a peek at her abs. A double trail of sharply distinguished slabs ran down her stomach toward a toned pubic mound, and the slightest flexing caused each slab to swell and protrude with mesmerizing volume. Apple Bloom wondered if her body was finally a match for her sister’s. And as she brought an arm up to shoulder level and gave her bicep a flex, the massive, vascular hunk of meat that erupted from atop her arm settled all of her doubts. Reaching down to her knees and sliding both hands up her strong, plump, and tremendously thick thighs, she knew this was a real Apple body. Discarding her panties with the same ease as her shirt, she moved on to fondling her stupendously developed rear, her splayed hands barely encompassing a quarter of each colossal cheek. Giving an exploratory slap, she reveled in the smooth ripples which she quickly dampened by flexing the gargantuan glutes. Surely this glorious ass would hold Rumble’s attention well away from AJ’s own famous posterior.

Thinking of her coltfriend made her blink in sudden recollection. The rest of her afternoon plans had nearly slipped her mind, and she shot a curious glance towards her bedroom window. As if on cue, Apple Bloom detected a faint tapping through the drawn curtains, the signal that Rumble had alighted outside for one of their secret rendezvous. She smiled wickedly as she anticipated sharing this new body with the unsuspecting pegasus. She quickly rose and strode to the window in two considerably elongated strides, opening the portal through the still drawn curtain, before reaching out suddenly to yank Rumble in by his shirt. Taking the stallion into a bear hug across her chest, Apple Bloom beamed down at her paramour, awaiting his reaction.

Surprise burst across Rumble’s face as he was still looking downward after his sudden capture. Noting his high perch, he began stammering in mild panic.

“Applejack! S-sorry for coming around like this. I was just looking for AB. And I-I know I shouldn’t be sneaking around an all b-but…” Glancing upward, Rumble recognized his mistake with only more confusion.

“Bloom…?” he whispered.

“Yah, it’s me, Rumble,” Apple Bloom offered in reassurance. “Can’t ya tell us Apples apart?” she added teasingly.

“But how?! You’re so…And I…What happened?” Rumble stammered, clearly flabbergasted. She cut him off with a sudden, giddy twirl, whipping his head backward with the speed.

“One of Zecora’s potions made a real Apple outta me,” she gushed with delight. Setting down the smaller stallion, she placed her hands on her hips and added seductively, “How do ya like it?” Unable to resist, she added a flex to her core and legs to enhance the display.

“You-you look amazing. Beautiful! Uh,” Rumble managed unsteadily. She interrupted by leaning down to meet him eye to eye and very nearly nose to nose.

“Doubt Ah’ll catch ya peeking at AJ now that you got all’o me, huh?” she teased, with one uplifted brow. Rumble looked down in embarrassment at the remark, but Apple Bloom reached out to drape her arms over his shoulders and added lovingly, “hey there, ah’m only teasin’. I know how ya feel about me. There’s just always been so much of my sister to catch everypony’s eye. Ah’m just glad to finally have the same. And Ah’m really glad to share it with you,” she finished with a sultry whisper.

With that final word, she reached down and ripped Rumble’s plain t-shirt up and over his head before returning her arms to his shoulders and planting a sensual kiss on his lips, humming with amorous intensity. Rumble’s misgivings seemed to melt away as his hands reach up to cradle her head and beefy shoulder. As the sensation of Rumble’s tongue danced across her own, Apple Bloom reached down to undo the stallion’s pants, ripping jeans and boxers over an obstructing bulge and straight to the floor. Pulling away, she looked down to see Rumble’s throbbing, ten inch stallionhood curving gently upward at its maximum inflation. The fat, black rod pulsed with thick veins that encircled its more than 2 inch diameter. Breaking out in a wry smile at the site of the familiar monster, Apple Bloomed purred,

“Guess our little friend likes the new me.” Dropping to her knees, she brought her face closer to the musty member, breathing in sharply at the sexual fragrance. “I should return the compliment,” she breathed through barely parted lips as she gently kissed the dark, vascular skin of Rumble’s length. But Rumble’s hands suddenly slipped beneath her chin, pointing her face gently toward his. His eyes locked on Apple Bloom’s, two lavender disks burning with ardent passion, as he began to speak,

“Bloom, wait. This new body of yours…It’s just such a fantasy of mine, and it’s come true so suddenly. I don’t think I can wait, Bloom. Please, let’s start with your turn.”

The simple and direct words struck Apple Bloom. “S-sure,” she whispered with mild surprise, an emotion which quickly turned to building excitement. Straightening her back, Apple Bloom remained on her knees as Rumble approached hastily and planted a voracious, open-mouthed kiss on her corded neck, sucking gently on the skin and sending a small tremor through the mountainous mare. Rumble slid down her neck and chest, tasting the dried sweat on her smooth skin and leaving a trail of fresh moistness down her body. At 5’ 10”, Rumble was starting to stoop to continue his downward journey, so Apple Bloom rose to her feet, presenting her breasts at a perfect level with Rumble’s zealous mouth. He began suckling a nipple with renewed gusto, bringing a hand up to tease the other breast. She seethed with an unusual amount of pleasure as he stimulated her hardening nipples. She returned her arms to his shoulders, reaching back to tousle the feathers of his wings just how he liked.

Unlatching from her teet with a wet pop, Rumble began squatting while migrating his hands sensuously down the small of her back and along her marbled side, planting more kisses on each tumid abdominal as he dropped, eliciting giggling coos and quivering spasms from Apple Bloom upon each tickling kiss. Finally, he stopped on his knees, both hands reaching back and overflowing with pliant ass-flesh. Apple Bloom was dripping with anticipation and, biting gently on one index finger, she thrust her other hand into Rumble’s dark mane to guide his eager mouth to her sopping sex. Rumble accepted her genitals tongue-first, in a gaping mouthful. Broad, wet strokes of her labia sent fresh ripples of pleasure through Apple Bloom. She was surprised at her own stamina, given her recent, world-shaking orgasm, but she was too distracted to dwell on this for long.

Rumble brought one hand around to her vulva to spread the moist lips with two fingers, allowing his tongue to stimulate deeper within her. As his questing licks finally reached her clitoris, Apple Bloom felt an enormous burst of heat and energy emanating out from that single point of sensual contact. But this was no ordinary sexual response. As if she had just been hurled from a cliff, Apple Bloom plummeted into ever mounting levels of excitement and heat. She realized with a hint of alarm that she had been thrown head-long into fresh throes of transformation!

“Ah! Rumble!” she called out, both in sexual peak and sudden concern. But despite her better judgement, she could not bring herself to stop what was coming, as both of her hands clasped firmly to Rumble’s head, pulling him solidly into her outthrust hips. This only encouraged Rumble to continue his work, and to accelerate. He pulsed his tongue to the erratic tempo that always excited her most, but which now filled her with an ever increasing measure of the potion’s fire.

Limbs lengthened with shocking speed, muscles tightened to maximum size and then started pushing outward, audibly stretching skin and sinew. As her sex began to inch away from Rumble, he threw both hands atop her massive, firm ass to keep pace with her ascending crotch. Barely able to process his unbelievable arousal at Apple Bloom’s explosive development, Rumble began to hum loudly, adding an irresistible layer of powerful vibrations to the flicking of his tongue. She screamed with the pleasure of it.

“Aaahnnng!” Rocketing upward a full inch every second, her head raced for the ceiling. Meaty biceps framed her ballooning breasts as her hands remained locked in Rumble’s mane. Arms nearly 8 inches from top to bottom pressed hard into the distorted globes of G-cup breasts as she continued to bellow hoarse and throaty moans of wild ecstasy. Her head collided with the ceiling just as Rumble encased her raw and screaming clit in his thrumming tongue, driving her hard over the edge.

“Cuuummmnninng!” she managed to slur, as her body continued to explode upward. She stooped her head forward just to stay standing upright. She could feel Rumble’s hands seeming to shrink as more flesh poured out beneath them. An orgasmic tsunami continued to rock Apple Bloom as her shoulders collided with the ceiling. Slamming both arms flat against the obstruction, she pressed against it in desperation to slow her uncontrollable and terrifying growth. Every inch of her expansive, shredded, curvaceous body quivered violently in the final pangs of her climax.

As the sensation finally passes into incomparable satisfaction, every fiber in her now 9 foot frame relaxed. Sensing the release, Rumble pulled back with a moistened muzzle and looked up, mouth agape, at the goddess towering before him. “Rumble…” she breathed, as she dropped forward to her knees, knocking him backward to the floor, leaving Apple Bloom straddling his now miniature lap. Leaning her whole body forward to rest on all fours, she loomed above Rumble and forced him to lie completely supine, her massive, H-cup tits delicately brushing his face.

Apple Bloom had completely lost herself in the afterglow of her mind-bending and body-changing afternoon. She rambled without any restraint.

“Oh Rumble, you’ve made me so big. Sooo big. Ooh! I can feel myself pressing into my own skin. It feel so good, sugar,” using her rare pet name for him. “I think I’m big enough for you now,” she rasped while locking eyes with him. She continued in the most positively pornographic tone Rumble had ever heard her take, “We don’t need turns. Cum with me, sugar. Cum…” Suddenly, she dropped her hips onto his pre-cum dripping cock, powerful vaginal contractions seizing him in immediate ecstasy. As they made love for the first time, Apple Bloom finally felt complete.

3) Scootaloo Catches Up

Author's Note

Bit off a bit more than I was willing to chew with this one. The amount of complicated set ups and different scenes were a lot to deal with, but I feel like this story is finally done, and I've learned a lot from working on it.

Already got a million more ideas in the works, and thank you all so much for your support!

I use they/them/theirs pronouns for Scootaloo throughout, because I like the idea of their character borrowing a little from both male and female styles.

3) Scootaloo Catches Up

Scootaloo lay naked on their bed as their hands moved furiously along the scant 5 inches of their tawny horsecock. Beneath their balls, their vagina glistened with the moist heat of their arousal. Eyes shut tight, their thoughts were focused singularly on their lifelong idol, Rainbow Dash: her beautiful, windswept mane, her toned abs showing through a skin-tight Wonderbolts’ uniform, her sizeable tits swaying gently in a sports bra during a morning jog. Scootaloo’s thoughts even wandered to the drunken kiss they had both shared on Scootaloo’s 21st birthday, and it pushed them over the edge. Their cock erupted in spurts of white cum which they didn’t bother to contain, letting small streaks land across their sheets and stomach. It was laundry day anyway, and dwelling on their unrequited love toward Rainbow Dash never left Scootaloo feeling very proactive.

Doubt Rainbow even remembers that kiss, they thought glumly.

Sitting up against the headboard, Scootaloo at least bothered to wipe down their stomach with a few tissues, all the while looking with the usual sense of restrained disappointment at their uninspiring member, now slowly deflating to flaccidity. Scootaloo couldn’t bring themselves to hate the small package. It had been such a profound step on their journey of self-discovery. After coming out as non-binary, they had been forced to wait four long years until their 18th birthday when they were finally allowed to have magical adjustments. It was unfortunate that the adjustment spells relied on the same genetics and random chance that decided a pony’s natural body. For Scootaloo, the dice seemed to have come up snake eyes.

Taken by itself, their paltry penis wouldn’t be too disheartening, but coupled with their mosquito bite breasts, thin athletic frame, and runty 5’ 4’ stature, Scootaloo had never held much sexual confidence. Certainly not enough to approach somepony like Rainbow Dash. They’re idol, and not-so-secret crush, was like a goddess: 6 foot, toned muscle, curvaceous breasts and ass. If Scootaloo could have just a fraction of Rainbow’s attractive characteristics, they could easily accept a small dick.

Scootaloo let out an exhausted sigh as they recalled their most recent body-image debacle. The mixture of attraction and envy they felt toward Rainbow was confusing and depressing enough for anypony, so Scootaloo certainly hadn’t needed Sweetie Belle and Apple Bloom’s little “miracles” this past month. Both mares had transformed overnight from the black sheep of their families into exaggerated paragons of the most desirable traits in their lineages. Even ignoring feelings of jealousy and alienation, Scootaloo still had to wrestle with alarming physical responses towards the bodies of their childhood friends. They had been avoiding the other Crusaders for nearly 2 weeks after multiple encounters had ended in awkwardly concealed boners. The ordeal had dredged up many questions Scootaloo simply was not prepared to deal with.

Exasperated, Scootaloo threw open their bedside drawer to snatch up their favorite keepsake. The black and red metal of the casing felt cold in their hands, and as always, it served to calm and center them. Rainbow Dash had first given Scootaloo this amulet when they were still a young foal, in defiance of Rainbow’s mission to fly the relic to the furthest ends of Equestria and dispose of it. Legend held that this little necklace, the Alicorn Amulet, could unleash the full potential of a unicorn’s magic. If only this trinket had the power to unleash into reality all of Scootaloo’s harbored wishes about their life and body. Sardonically amused by the hopeless thought, they placed the pendant around their neck, musing about what magic this amulet lacked, namely, whatever ‘magic’ had allowed the other Crusaders to go through a second round of puberty. Absorbed in their self-pity, Scootaloo didn’t notice a gossamer tendril of black smoke curling out of the jewel of the necklace and toward the foot of the bed.

Scootaloo was suddenly struck by a temptation that had become commonplace recently, and they sat breathlessly for a moment wrestling with it. “Fuck it,” they finally breathed, voice sharp with self-loathing. Staring into the dim gloom at the foot of their bed, Scootaloo began to envision an image of Sweetie Belle. The voluptuous mare seemed to materialize out of a hazy cloud, an embellishment Scootaloo was surprised to have added. The imaginary Sweetie spun around with her typical, giddy abandon as her hands played swiftly over the fasteners at the rear of her tight, black skirt before sliding the whole garment down her bulging hips and thighs with captivating slowness. Sweetie bounced lightly from foot to foot as smooth, white flesh and black, lacy lingerie were revealed inch my mesmerizing inch. The massive, doughy lobes of her ass peaked out from beneath two arches of frilly black fabric, each cheek sloshing dramatically in time with the playful motion of Sweetie’s hips and tail. Finally, the imaginary Sweetie’s intricate ensemble of ornate panties, stockings, and garter belt stood completely exposed beneath the hem of her cream blouse.

Another energetic twirl brought Sweetie around to face Scootaloo, tongue squeezed out between her teeth in a charmingly blithe gesture. Her hands were already at work unfastening the buttons of her blouse, working their way quickly up her front side. Sweetie had to stretch her arms forward dramatically to clear the tremendous swell of her bosom, until finally she pulled the concealing fabric aside with an ostentatious flair. Two tremendous mounds of creamy, white flesh piled high above the patterned cups of an expansive black bra. As the blouse was flung to the floor, Sweetie leaned forward and gave her signature giggle while setting her breasts jiggling with a lively shimmy of her shoulders. Scootaloo was a little surprised at their own boldness in this fantasy, but looking down they knew it was doing the trick, as their stallionhood was standing at rigid attention.

Not one to play favorites, Scootaloo turned to the side of their bed and began to conjure up an image of Apple Bloom, the titanic mare kneeling to fit her 9 foot frame in the room. She was clothed sparsely in a peach sundress, a garment which was long enough to engulf most of Scootaloo’s frame but didn’t even reach the middle of Apple Bloom’s thighs. The amazonian apparition moved immediately to grasp the hem of the dress and started pulling it over her head. The slow, deliberate motion exposed Apple Bloom’s divine body one feature at a time: her taut white panties riding low on her wide hips, her rippling abs, her pert yellow tits left completely unrestrained. Tossing the dress aside, Apple Bloom shot a ravishing look down at Scootaloo, bursting into a wolfish grin and hooking one thumb into the thin fabric around her pelvis. She raised her other arm to flex her massive bicep, sending pulsations through her pectorals and abdominals to create a hypnotic display of bulging muscles and gently trembling breasts.

Scootaloo couldn’t wait any longer, grasping their rigid cock roughly in one hand they began to stroke. Feelings of warmth, arousal, chagrin, and even shame mingled within them at this bizarre violation of their friends’ trust, but there was something else underneath it all, something they had never quite felt before. The pendant felt warm against their skin, quickening the pace of their heart with sudden apprehension. Scootaloo reached up to remove it.

Suddenly, the image of Sweetie Belle came to the open side of the bed, jumping on flamboyantly and laying one plump thigh across Scootaloo’s own. Her breasts pinned down Scootaloo’s reaching hand, pressed into their entire left side from chin to mid-chest. A single, alabaster finger traced absent-minded circles around Scootaloo’s right nipple, swelling it swiftly to erection.

“It’s such a shame you didn’t get to join in our fun, Scoot. Let us make it up to you,” Sweetie whispered before locking Scootaloo in an intense, open mouthed kiss, her hot tongue carving out traces of electric fire over the inside of their mouth. Scootaloo lost grip on their penis in their surprise, but still felt their arousal growing like a gathering storm, bristling with an electric tingle.

Just how imaginary are these two? they wondered.

Just as Sweetie broke off her kiss, Apple Bloom leaned in from Scootaloo’s other side, “Quit hoggin’ Sweetie!” she protested, before turning to Scootaloo, “We’re as real as ya want us to be, Scoot.” Drenching her voice in seductive tones she added, “You do want us, don’t ya?” Sliding a colossal arm behind Scootaloo’s head, Apple Bloom laid her torso along the mattress, keeping her knees on the ground and tucked under the bed. Reaching down with her other hand, she enveloped Scootaloo’s minute dick in her massive palm and began to massage gently.

“We want you, Scoot…so much,” she rasped before planting a passionate kiss on Scootaloo’s lips, cradling their head in one meaty arm while dexterously working their cock. Sweetie Belle seized this opportunity to slide down Scootaloo’s frame and snatch one of their idle hands before planting it roughly into the doughy flesh of her ample cleavage. Scootaloo’s tongue darted furiously around Apple Bloom’s mouth while their hand groped uncontrollably across seemingly endless tits, all the while Sweetie’s soft fingers carved gentle lines of sensation up and down Scootaloo’s abdomen.

The heat in their mouth, the softness in their hand, the tingling across their stomach all mingled with a radiating warmth from the amulet. The results was like nothing Scootaloo had ever imagined. It began to fill them up with its insistent heat and reckless energy, setting each nerve ablaze but still growing, thriving. Scootaloo felt overrun with the sensation, filled to the brim and still building with ever mounting pressure. Scootaloo’s free hand gripped tightly into their sheets as they felt their penis pushing out against Apple Bloom’s firm grasp, blood vessels bulging wildly as the cock swelled slowly longer, thicker. Their chest stretched as breasts bulged beneath the skin, gradually raising their engorged nipples higher and higher above their chest. But it didn’t stop there. Scootaloo could feel every inch of their body straining under the weight of the all-consuming heat. Their spine and limbs lengthened with faint groans of resistance, their entire body expanding outward. Scootaloo felt the underlying sheets sliding along their back as their body’s proportions shifted atop the bed.

Leaning down, Sweetie moaned into their ear, “That's it, Scoot. You've got some catching up to do. Come and get us, tiger.” As if waiting for the cue, Apple Bloom swung her nine foot frame into motion with impossible lightness and grace, pulling Scootaloo to a seated position and swinging her leg around to sit behind them. Scootaloo was then ushered forward by Apple Bloom’s gentle nudging, until their knees overhung the edge of the bed. Meanwhile, Sweetie had stood and sauntered to the foot of the bed, and presently she fell to her knees between Scootaloo’s spread legs, letting their dark orange cock rest against the brocade fabric of her bra. Sweetie took hold of Scootaloo’s barely enlarged member, still not even at six inches, and she craned her head forward to deliver a lascivious lick with her broad tongue. The warm sensation ran slowly up Scootaloo’s length, from base to tip, with a rapid crescendo of mind-numbing sensation.

Scootaloo felt the outward pressure all over their body surge. They erupted with globs of pre-cum, but it felt like they were already climaxing with each pulse of their stretching cock. Scootaloo could feel their girth pressing firmly into Sweetie’s supple palms as they spasmed thicker and longer. Their horsecock crept slowly up the front of Sweetie’s bosom like a python questing up a rock face. As Apple Bloom sat behind Scootaloo, her hands groped lightly at their breasts, and Scootaloo could feel bulges of new softness pressing outward through Apple Bloom’s thick fingers. Simultaneously, Scootaloo’s ass ballooned outward, new softness brushing delicately over their sheets as it advanced, and the piercing heat of Apple Bloom’s sex growing ever nearer as their ass spilled into her opened lap. And through it all was the pressure, the unrelenting pressure over all of Scootaloo’s body, driving it ever higher. Their head and back slid slowly over the chiseled surface of Apple Bloom’s torso as their entire frame surged skyward.

After a few intense moments, Scootaloo felt some relief as the deluge of growth and its accompanying sensation subsided. They were already six inches taller and still edging higher, but Sweetie Belle was far from finished. Spreading her mouth around the flared head of Scootaloo’s now 7.5 inch cock, she sent her tongue questing fervently around the rim of the sensitive tip while her hands squeezed firmly around the vascular girth. The sensual heat of Sweetie’s mouth shot a thunderbolt of renewed vigor down Scootaloo’s cock, spreading in waves of intoxicating heat to the rest of their body.

Scootaloo could feel the head of their elongating dick pressing hard into the back of Sweetie’s mouth, forceful shots of pre pounding the back of her throat as their cock resumed disgorging the liquid. All the while their balls swelled and churned with rising levels of hot spunk, pressing out into the underside of Sweetie’s titanic bosom. Meanwhile, Scootaloo’s breasts and ass rounded and fattened. Their D cups filled even Apple Bloom’s large hands, and the even larger globes of their ass pressed into her inner thighs, squishing and mounding around the obstructions. Looking down in dream-like disbelief, Scootaloo watched as their clenched abs and thighs burgeoned outward. This sight steadily retreated as their head stretched upward, the crown colliding with the underside of Apple Bloom’s firm rack. Reaching up with arms now as thick as their old thighs, Scootaloo grasped behind Apple Bloom’s neck, arching their back to stretch their still growing body. Apple Bloom dropped her hands from Scootaloo’s swelling chest to caress up and down their torso, adding layers of sweet sensuality to the narcotic magic.

Sweetie Belle began to pull her mouth back from Scootaloo’s cock, revealing 13 inches of hard, wet meat quivered at the end of the bed. The pole of flesh was now 2.5 inches across, crisscrossed with a pattern of gently throbbing veins. As Sweetie’s stimulation ceased, Scootaloo’s growth slowed to a barely perceptible crawl. They took the opportunity to take stock of their body, now 6’ 5” and toned with thick muscle, D cup tits thrusted pertly from Scootaloo’s beefy chest. As they looked back to Sweetie Belle, Scootaloo noticed the mare’s elfin features pulled into a mischievous grin as she slipped both bra straps smoothly from her shoulders. Reaching for the clasp at her back, Sweetie put on a show of sloshing her bosom side to side within the loosened cups.

In her softest whisper, Sweetie began, “Some ponies might mistake you for a mare, but they don't understand just how virile you are. This new cock of yours will settle anypony’s doubts. Let me show this big guy my admiration…” thrusting her bra aside she finished, “with these.”

Scootaloo marveled at the immensity of Sweetie’s breasts. Seeing them in the bra had not been enough to fully appreciate the volley ball sized mounds and the delicate perfection of their bloated shape. Taking hold of her huge, lavender nipples, Sweetie heaved her breasts to engulf Scootaloo’s cock completely in white, doughy softness. Saliva and pre already soaked the tumid orange pole, so Sweetie’s boobs glided luxuriously up and down its length, the head barely peeking out of the marshmallow cushions with each thrust. The pleasure consuming every inch of their tit-immersed dick sent Scootaloo’s growth back into overdrive, leaving the normally reticent pony vocalizing

“Yes, yes, ooooh!” they groaned hoarsely.

All the while their dick crept its way up Sweetie’s extensive cleavage, pressing out forcefully against its fleshy confines. Scootaloo’s head pressed between Apple Bloom’s tits as it thrust upward, the supple orbs hugging their skull and resting heavily on their shoulders. As Scootaloo’s horse ears popped out of Apple Bloom’s cleavage, she craned her neck to begin nibbling sensually on one of the velvety triangles, sending a flood of tingling ecstasy cascading down Scootaloo’s body. Their toes curled against the bedroom floor, reaching down to that surface with their elongated legs. As the head of Scootaloo’s mammoth cock cleared the confine of Sweetie’s boobs completely, she latched her mouth back onto the naked flesh, eliciting a gasping cry from Scootaloo. Their ass filled Apple Bloom’s lap, and Scootaloo felt Apple Bloom’s meaty thighs hugging tightly around the shapely mounds. Their tits jostled under the force of their own growth, mass rippling into each breast from its base in great cascades of oscillating suppleness. Scootaloo rasped along to each pulse, “uh, uh”.

Scootaloo began to anticipate a break, but none came as Sweetie continued ravaging their pent up cock. Their growth reached a fevered pace as they soared past the 7.5 foot mark, their shoulder’s cleared the confines of Apple Bloom’s breasts with a flopping wap. Their nearly 4 inch girt burst from Sweetie’s mouth with a reverberating pop, continuing to grow in front of her enthralled face: past her nose, her eyes, thicker, longer. Every sharply defined muscle on their gargantuan body tensed and expanded in one last fit of growth as Scootaloo came hard. “AAAAAhhhhng!” they screamed, eyes shut tight against the overwhelming eruption. Scootaloo fell backward onto the bed as Apple Bloom’s support seemed to melt away. Their hips sat high, raised atop the massive mound of their ass and jerking rhythmically in time with the great ropes of splooge soaring out of their lurching, 25 inch cock. Massive nuts the size of softballs pulled tight to their body, sending half a gallon of hot cum straight to the ceiling, splattering against the hard surface and raining back down on Scootaloo’s quivering body.

After an interminable fog of euphoria, Scootaloo’s earth-shattering orgasm came to an end, and they opened their eyes to find themselves once again alone. The illusory Apple Bloom and Sweetie Belle had vanished without even a trace of smoke. Looking down at their huge body, dick still twitching at the far end of the bed, Scootaloo took little notice of their absent lovers. 8 feet of chiseled, white-splattered flesh stretched out along their bed, swollen with enough bulging, vascular muscle to fit comfortably among the Apple family. G cup tits sat in two great piles on their chest, sloping gently apart and framing a 25 inch behemoth dick, 4 inches wide and thicker still at the base. 45 inches around at the hips, Scootaloo’s gigantic ass pressed out beneath them, rolls of flesh protruding against their upper thighs, lower back, and bulging out either side of their hips.

Scootaloo was torn between elation and panic as they gazed on the foreign physique they now inhabited, but as their twitching cock slowly relaxed, the rest of their engorged assets diminish in parallel. Relief poured over Scootaloo as they abandoned their misgivings about an 8 foot existence. But deep down inside, hidden even from themselves, they harbored a secret cache of disappointment.

Two days had passed since Scootaloo’s expansive “masturbation” session. Although they had receded significantly after their climax, some of the growth had proved permanent. They now stood at a very respectable 6 feet, with a c cup bust and impressive 38 inch booty. Their musculature had improved significantly, leaving their body toned but not swollen, more like the athletic Rainbow Dash than the beefy Applejack. And best of all, their 8 inch horsecock had settled years of self-doubt and dysphoria.

Finally ready to show their new body to the world, Scootaloo had emerged from their home to meet with their fellow crusaders and share their strange tale. But upon seeing the transformed Scootaloo the two mares shifted to unexpectedly sober expressions. Scootaloo had been granted a full recounting of the other crusader’s expansive experimentations, as they listened in pensive silence.

“So, Scoot, how’d it happen for you?” Apple Bloom implored, after completing her own account.

“Oh, well…” Scootaloo hesitated, remembering their companions during that night but deciding to keep that to themselves. They explained the growth, and the amulet which was ostensibly responsible.

Sweetie Belle interjected near the end of Scootaloo’s recounting, “Wait, only the once?” Scootaloo was puzzled, replying slowly,

“Yeah…why do you ask?”

Sweetie elaborated on her and Apple Bloom’s theory about the “interest” they had collected on their own anticipated growth, the magic attempting to compensate for their lost years of size.

“It seems a little odd your experience was so different, but in the end, it sounds like the amulet had its own manner of overshooting,” Sweetie rationalized.

Scootaloo felt relieved to share this bizarre episode with their friends. The mutual experience strengthened and rekindled their friendship which had been so marred by jealousy and discomfort the past few weeks. But after catching up, and sharing some laughs, the crusaders parted ways for the afternoon, and Scootaloo felt a sense of apprehension they couldn’t quite place. Something about their singular growth, and Sweetie’s explanation, just didn’t satisfy them.

Scootaloo couldn’t believe it, they were actually sitting on Rainbow Dash’s couch, just the two of them in the whole house! They were a wreck of nerves, but focusing on the buckball game on the TV offered some relief. Even still, questions buzzed in the back of their mind: was this a casual meeting between friends, did Rainbow see them as siblings, could this be a date! Scootaloo decided it was best not to get their hopes up, and pushed down romantic thoughts.

Rainbow Dash’s invitation had been a bolt from the blue, and Scootaloo had been in a state of mitigate mania ever since receiving the letter a few days ago. They could hardly hold a quill steady for the reply. It had seemed like a dream then, but it was certainly real now. But Scootaloo was too nervous to even speak. The conversation sputtered along in off-hand comments on the game, but the two pegasi mostly sat in silence, which only one of them seemed to find comfortable.

Suddenly, Rainbow Dash interrupted Scootaloo’s nervous thoughts, “I’ve been meaning to talk to you, Squirt.” Scootaloo actually felt their heart skip a beat at these words. “The truth is…well…I’ve kind of found you attractive for a while now, but I’ve been too scared to say anything. I didn’t want other ponies to talk about us because of our age gap.” Looking to Scootaloo, Rainbow Dash was met only with a gape-mouthed stare, the younger pony too overwhelmed to even breathe. Rainbow was only unnerved further by this response, “N-not that this is about your new look, or anything! I’ve felt this way for a while, I mean it. I planned to tell you during this game, or maybe dinner or something. I don’t know…” As Scootaloo continued to sit in shocked silence as Rainbow Dash became panicked, “Come on, Scoot! Say something! I’m not as confident with these sorts of things.”

Without thinking, Scootaloo lurched forward and caught Rainbow Dash in a passionate kiss, wrapping their arms around her back and hugging firmly. Rainbow Dash reciprocated vigorously, pulling the pair back on the couch as the wet sounds of their make out session competed with the murmur of the sports announcers. Scootaloo could feel their newly enhanced member stiffening and growing with the raw energy of the moment. Soon, Rainbow pushed Scootaloo up gently to whisper, “Well, if you’re so eager, how ‘bout we take this to my bed?” Scootaloo exhausted every ounce of their composure to give a simple nod. They felt like they were in heaven.

Without breaking their embrace, the two pegasi gently glided up to Rainbow’s room on their wings, alighting on the edge of her spacious bed. Breaking away, Rainbow stood and flipped her shirt lithely over her head as Scootaloo drank in the sight. Her rugged abs contrasted the gentle curve of her crowded sports bra. Rainbow’s sliders came off in a fluid motion, revealing nothing underneath them but a clean shaven and rather moist cunt. Unceremoniously, she reached under the front of her bra and pealed it off swiftly, setting D cups flopping and jiggling out of their confines. Noting Scootaloo’s reaction to the display, Rainbow gave a confident smirk.

“Ya like what ya see, huh? Well so do I, hot stuff. Let’s take a closer look.” Kneeling down, Rainbow quickly pulled off her lover’s t-shirt and sweat pants, receiving a light smack from an 8 inch cock as it was flung free from the waistband. “Oh wow. I guess ‘Squirt’ isn’t such a fitting nickname, huh, Tiger?” Scootaloo lets out a nervous chuckle, but this quickly turns into a moan as Rainbow slams their mouth down on the tawny cock in front of her. “Oh, Rainbow,” Scootaloo whispered intimately.

After a minute, Rainbow came up for air, gasping, “I can’t wait, I gotta ride this thing. Now!” Helping Scootaloo to the center of the bed and propping their head with a few pillows, Rainbow flung her leg high over the rigid cock before slowly slipping down onto the flared head. Scootaloo cooed and groaned with every inch that disappeared into their idol.

I can’t believe this! I’m losing my virginity to Rainbow Dash. This is the greatest day of my life! they thought blissfully.

But as they basked in their sexual rapture, Scootaloo could feel their thoughts being pulled somewhere else. What was it? Something odd, a queer sensation. In their chest? No, their limbs, their cock…everywhere. With a crashing realization Scootaloo remembered Sweetie Belle and Apple Bloom’s words about their own growth, ‘there was more, a whole lot more.’

“Gaaaah! NNNhhh!” they groaned, as their fists slammed into the mattress, fingers clawing at the sheets as all of their limbs begin to writhe atop the bed. They felt their cock swelling explosively, girth slamming into Rainbow’s walls and head thrusting forcibly against her cervix. Vaginal slickened inches of pulsing dick slid slowly from her vagina as Rainbow bounced up and down on the bulging shaft. Scootaloo felt their body pressing outward in all directions, each muscle an epicenter of searing tension. “Rainbow, I-I think I’m growing!” they cried out. But Rainbow responded without fully understanding, “Yeah! You’re freaking huge, Scoot. I’ve never even seen a beast like the one you’ve got here.” Grabbing Rainbows hands, Scootaloo shouted urgently, “Rainbow!”

This seized Rainbow’s attention, and looking down she noticed immediately the changes happening to Scootaloo. Her face flashed with concern, but after a moment this was pushed out by awe, maybe even…hunger. Becoming suddenly still, Rainbow asked in a flat voice, “Do you want it, Scootaloo? To keep going…to be bigger?” Rainbow hid her excited anticipation behind a strained expression, since she couldn’t manage a neutral one. Turning inward, Scootaloo couldn’t deny how they were feeling. Their apprehension after meeting with the other crusaders: it had never been about fear that the growth might return, but feat that it might not. Meeting Rainbow’s magenta stare, they stated firmly, “Yes,” before grabbing onto Rainbow’s hips and thrusting hard into her overflowing cunt. “Yeah! Yeah!” Rainbow repeated while she started bouncing with a feverish rhythm, clenching her internal muscle to the same frantic beat. This pushed Scootaloo right to the brink in an instant. Each thrust felt like they were cumming, but without any release.

They shrieked, “Gaaah! Yes, Rainbow, yes!” as mass poured into their breast in undulating waves, causing the globes to jiggle under their own expansion. Their ass pressed hard into the bed, raising their pelvis and causing folds of flesh to spill out from under their supine body. Hard muscles protruded from every corner of Scootaloo’s frame, swelling visibly as they flexed and strained. Rainbow was pushed further upward by Scootaloo’s surging cock, shifting from her knees to crouching with her feet on the bed, before she finally had to stand up, popping off of the dick with a wet slop. Through labored breaths Rainbow groaned, “It’s-it’s too big.” But without waiting for a reply, Rainbow dropped down to her ass between Scootaloo’s thighs, reaching forward to keep working the still growing, 15” shaft in front of her.

Not wanting to leave their lover out of the fun, Scootaloo sat up and laid Rainbow back onto the lower half of the bed, abutting both of their vulvas. As Scootaloo began grinding their hips, Rainbow flung her legs over their haunches, to pull more tightly into the heavenly sensation. Scootaloo had already sprouted 8 more inches, with pendulous F-cup breasts gently swaying from their chest, and two plush cushion of ass compressing under the force of Rainbow’s clutching shins. But as Scootaloo was caught between the dual stimulation of their shaft and lips, they felt their growth spiraling even further out of control.

Rocketing to seven feet in mere seconds, their dick lurched upward even faster, pulsing out loads of oozing pre. Their towering cock stood 2 feet long and 4 inches thick after just three explosive pulses. The weight and tension in their bosom ratcheted higher and higher as supple tissue flared out from their chest. They continued growing at this alarming rate, rising an inch in height every second that passed. Rainbow wriggled in ecstasy below them, panting loudly, letting their tongue loll out with complete abandon. As Scootaloo soared to 8 feet, their 3 foot shaft began to bounce against their protruding breasts in time with their gyrating hips. Reaching up, Scootaloo ensnared their monstrous pole between their J-cup tits, heaving the weighty mammaries up and down the thickening cock.

Scootaloo’s body seemed to explode above Rainbow. They shot up in lurching fits, stretching another foot every few seconds, gliding past 9, 10, 11. The growth of their cock kept pace with their rising torso, remaining firmly embedded in their ballooning breasts, surging more than a cup size for each foot in height. Rainbow’s feet rose ceaselessly atop Scootaloo’s burgeoning glutes, each tremendous globe pressing out another inch or two every second of this expansive display. Rainbow didn’t know where to focus her stunned gaze, as every muscle on Scootaloo’s body hammered bigger and bigger, abs and legs thickening every moment. The sound of the bed creaking under the mounting weight mingled with the stretching and popping of Scootaloo’s massive assets, all atop the fevered grunting of both lovers barreling into their climaxes.

At 12 feet tall, Scootaloo’s 5 foot cock erupted in massive ropes of hot white cum, each soaring up to plaster the vaulted ceiling. Their basketball sized nuts ushered gallon after gallon of spunk up their 9-inch-thick shaft, to rain back down on the room, the bed, and the two ecstatic lovers. As Scootaloo released their gigantic tits, each twice the size of their enlarged head, the two behemoth lobes spilled down their chest to rest in sensual curves just past their belly button. Released from its fleshy prison, their softening cock fell with a wet smack atop Rainbow Dash. Leaning back on their arms, Scootaloo’s reclining body held aloft the soaring curve of their tits, ending in dark nipples as large as Rainbow’s entire hand, puffy and tender from their rapid development. Rippling muscle glistened atop every surface of Scootaloo’s extensive frame, massive veins feeding into thighs and arms bigger than Rainbow’s own abdomen.

Finally shoving aside the gargantuan cock, Rainbow spoke up between labored breaths, “That huff was huff awesome!” Having lived their dream of making it with Rainbow Dash, Scootaloo responded without thinking, “I love you, Rainbow.” They suddenly froze, realizing what they had said and dreading Rainbow’s response. But the blue pegasus wasted no time in rising from the bed and flying up to embrace Scootaloo’s broad torso. There, head nestled between gargantuan tits, feet resting atop stupendous buttocks, and arms barely clinging to Scootaloo’s beefy trunk, Rainbow whispered tenderly,

“I love you, too, Scootaloo.”

Eventually, Scootaloo did shrink considerably from their 12 foot stature. Ending up permanently at 7 and a half feet tall, they were certainly no slouch. And with J-cup breasts, and a 45” rear, they had curves to spare. As for muscles, they were no Apple Bloom, but their meaty physique would definitely not look out of place at an Apple family reunion. And their foot long horsecock was perhaps the crowning achievement.

Finally, their body brought them nothing but joy, and it did the same for their idol, or rather their lover, Rainbow Dash.

1) Sweetie Belle Fills Out

Author's Note

Horned antrho characters, as will be implied throughout. Also going the route of colored skin rather than a layer of fur. Everyone handles these a bit differently. Enjoy!

1) Sweetie Belle Fills Out

The mares in Sweetie Belle’s family were all well known for their exquisite figures. All the mares, that was, except for Sweetie Belle. Ever since she was old enough to understand such things, she had been waiting for her curvaceous inheritance, as desperately as she had awaited her cutie mark. But at 22, Sweetie was beginning to find the phrase “late bloomer” increasingly unrealistic.

Her sister, Rarity, was the epitome of Belle family beauty: reasonably tall at 5’ 9”, with long legs and wide hips. Rarity’s considerable buttocks brought her hip measurement to a bountiful 40”, which was offset beautifully by her G-cup breasts up top. Sweetie may have grown into her height, even beating her statuesque sister by an inch, but her b-cup breasts and small, athletic-looking rear left much to be desired. And desire she did.

Some mares might have been satisfied to be thin and conventionally beautiful, but Rarity had always instilled in Sweetie Belle a distaste for what the older sister saw as unrealistic standards of thin, willowy beauty. Rarity had surely meant to build up Sweetie’s confidence in the face of her future shapeliness, but when that shapeliness had never come, the lesson had produced the opposite effect. Being the sister of a fashion designer, Sweetie managed as well as she could. Even now, in the privacy of her own room, she wore a flattering ensemble. A tight pink undershirt matched her mane and adhered closely to what curves she had to offer. Atop this she wore a navy blazer, fitted short so that its two buttons barely fasten beneath her breasts, framing and lifting them nicely. Paired with the low cut of the undershirt, Sweetie even managed a hint of cleavage. To take advantage of her slim midriff, Sweetie wore a black, high-waisted mini-skirt, maximizing the disparity between her thin waist and unimpressive hips.

Looking down at these textile illusions, Sweetie mused to herself: hopefully I won’t need these sorts of tricks much longer. The idea sent a flush of excitement through Sweetie, putting a dash of red in her white cheeks.

Earlier, under the pretense of basic scholarship, Sweetie had paid a visit to Twilight’s extensive library. There she had found a spell that promised to unlock a mare’s full potential for beauty. If the author of this spell and Sweetie had similar ideas of beauty, then this magic could surely find the genetic potential dammed up in Sweetie, and release the floodgates.

Sweetie felt her heart beat quicken and her palms grow clammy with her anticipation. She seated herself firmly in a soft, armless chair and clasped her hands tightly in her lap, clinging to the hem of her skirt for steadiness. She activated her horn, casting a faint green glow into her dimly sun-lit room. The spell shot through her body with an electric warmth, almost sensual in its insistent heat. Her heart raced, the frantic beating increasing Sweetie’s nervousness for what might happen next. Unconsciously, she began to pant as if from exertion, and indeed, the automatic tightening of muscles all over her body was beginning to task her. A sensation of dampness spread across Sweetie’s skin as the fear, excitement, and internal heat started a light sweat over her entire body.

Then she felt it. Sweetie released the hem of her skirt and shot her gaze quickly downward as an unfamiliar tightness spread through her chest. Her hands trembled just a few inches from her breasts as she stared down, transfixed, while the sensation of her bra pulling steadily tighter into her flesh continued. Without thinking, she let out a soft moan between harsh breaths. Just as Sweetie was able to discern her nub of cleavage growing slowly into a proper line, her spine convulsed in a spasm that sent her head back and her hands grasping desperately at the seat of the chair. Her breathing became heavier, and with each gulp of air her breasts were thrust forward, eliciting a squeaking coo from Sweetie and an audible strain from her clothing.

Breath

“Ooh!”

Stretch

Presently, soft flesh began to protrude from the neck line of her undershirt, forced upward by the continuing restraint of her now insufficient bra. Sweetie let out a lascivious groan as her now c-cup breasts pulsed ever larger. Sweat was beginning to glisten on her new cleavage, accentuating the growing roundness of each breast. Without warning, the warmth and tension throughout Sweetie’s body seemed to surge toward her chest. Her growth moved with visible speed, pressing a full 2 inches of tight cleavage over the neck of her shirt and causing her jacket buttons to whine in protest. Sweetie reveled in the growing pressure of her chest and all that it meant. She thrust her shoulders back in abandon and felt a sexual rush of pleasure as the buttons of her jacket burst with a twang-twang, setting her new d-cup breasts quivering with the sudden release.

Only then did Sweetie notice a faint tendril of electric sensation sliding down her spine and igniting just below her tail. Her hips began to creak faintly as they pressed minutely but steadily outward against the restraining fabric of her skirt. The cheeks of her ass began to swell and fatten, perceptible as an inward shifting of her panties. At this new development, Sweetie placed her back firmly into the chair and released her grip on the seat, moving her hands upward to explore her body. Her left hand came to rest on her lap, feeling the hem of her skirt creeping up her thigh, while the right hand continued up to her tightly constrained breasts, gently cupping one.

Sweetie was panting laboriously now, her mouth held open in a small ‘o’. The sensation of her fingers pressing gently into her swelling breast was like a switch, instantly filling every fiber of her being with exhilarating fire. Her every muscle contracted, from her clasping fingers to her curling toes. This pulled her body slightly forward, and she felt the weight of her breasts as an unfamiliar pull on her torso. Luxurious tit-flesh poured into her hand as her bust surged another cup size. Her shirt grew transparent with its absurd tautness over her expanding mammaries. Meanwhile the hem of her skirt slid entirely out from under her other hand. Her hips tore twin white crescents along the side seams of the garment, exposing the increasingly pliable flesh underneath. The zipper along the back of the skirt began to lose its integrity under the pressure of her ballooning posterior. The zipper’s teeth burst apart in fits of popping, in time with Sweetie’s own staccato of pleasured mews.

Sweetie reached both hands back to release the clasp that secured the skirt above her tail, leaving it free to slide off toward her feet. She tossed the destroyed garment across the room with a flip of her toes. Even with the skirt gone, the uncomfortable compression at her pelvis remained as her panties stretched ever closer to their limit. The striped pink and white fabric was plastered tightly into her labia, and rendered nearly transparent by the moisture of her arousal. Around the back, the fabric had been compressed entirely between her burgeoning buttocks, leaving only a thin line of crumpled fabric between pulsating globes of flesh. And everywhere the elastic was fraying and whining as it pulled sharply into the outgoing softness.

As Sweetie continued to writhe under the ever mounting pleasure, she flung one hand behind her head and the other to her jaw, draping a finger on the corner of her hot, gasping mouth. A lock of curly pink and purple hair fell to her heaving breasts. The hair’s ends mixed with the fine sheen of sweat and contoured the taught, milky skin. The curl began to jostle in time with the small pumping motion of her breasts, caused both by their growth and her enraptured trembling.

Her white skin and the elongated remains of her pale blue bra showed clearly through her overtaxed pink shirt. The neckline had torn and slid to the center of her now e cup breasts, with mounds of cleavage 3 inches high muffin-topping over the restraint. As her chest pushed relentlessly outward the fabric protested loudly before gapping tears snapped into existence at either side of her thrusting breasts, as well as in the deepening valley between them. In annoyance Sweetie tugged sharply at the pink fabric and ripped it in two at the neckline, allowing it to fall away in tatters to rest only on her abdomen. Tremendous masses of supple white flesh now quivered in full view, distorted alarmingly at the center by the clinging band of Sweetie’s blue bra. The pathetically undersized cups were pressed flat into Sweeties nipples and held together now by the segmented and frayed remnants of the band and center clasp. Faint hints of large, pink areola peaked over the dilapidated cups.

The fantastic sensation of the spell retreated into Sweetie’s core. She took this moment to collect herself, clasping her hands in her lap and sitting back securely in the chair. Her heart continued to pound with uncertainty and elation as the smoldering sensation simmered in her torso. Looking down at her new physique, Sweetie relished a feeling of sexual power. But even more than that, the raw sense of wildness enraptured her. Her lack of control over the sensations, her body, everything! It brought a fresh flush to her face just contemplating the seething magic still within her, and what it might yet do…at any moment.

Whatever remaining damn of potential the spell had been seeking within Sweetie was loosed all at once. This time the sensation was truly like a torrent, thrusting her legs apart and her arms downward to her sides with the mental weight of it. She came hard. Her hips and ass jutted out several inches in an instant. With a resounding snap her panties split at both sides and flung downward to leave her expansive ass and dripping pussy completely nude. Sweetie screamed in ecstasy as her breasts surged in every direction, snapping her puny bra and oscillating madly in the newfound freedom. Grapefruit sized globs of wet tit sloshed back and forth as they sloped gently toward the end of her rib-cage. Sweetie’s orgasm rolled on and on as every nerve ending seemed to ring with the same over powering release normally relegated to her genitals. Her skin seemed to crawl in time with the orgasmic pulsing of her vaginal walls, rolling her consciousness along a relentless wave of euphoria.

After a full minute, which felt like hours, Sweetie’s climax subsided. She sat with her eyes closed and all her limbs hanging limp. The pleasant tingling of relaxation after long exertion filled her musculature and left her almost drowsy with contentment. Her heartbeat slowed and her breathing stabilized as the sweat on her body dried and cooled in the temperate air of her room. Coming back to herself, Sweetie sat up with a jolt that sent her new assets jostling. Sweetie brought her hands to her collar bone and gently ran them down the new expanded skin of her chest, feeling the gentle outward curve of her breasts. She paused at the nipples, noting the areolas which had swollen to 2 inch disks that mounded out softly from the level of her breasts, ending in pert nipples still erect from the excitement of her growth.

As Sweetie’s hands passed under the pendulous lower curve of her weighty bosom, she slid them to the sides of her abdomen and began tracking downward toward her enhanced hips. She felt for the first time in her life an undeniable, and in fact quite severe, outward curve as her hands passed from thin waist to thick pelvis, fingers sinking into pillowy softness at the lightest squeeze. Suddenly Sweetie pulled her hands away from her luxurious new curves as she remembered her preparations. She stood up quickly and bolted to her dresser, inhibited only slightly by the unfamiliar jiggling of her body. Reaching far back into the top drawer, Sweetie produced a lavender lingerie set she had stolen from Rarity even before she had stumbled upon this spell. She stepped into the panties and pulled them up swiftly, but still needed to tug the rear into alignment over the new impediment of her protruding ass. The bra, too, took unusual adjustments to center her nipples properly in the cups.

The fit was perfect! Which was somewhat of a shame. Sweetie had dared to hope that the extra inch of height she had on Rarity might translate to other advantages. But Sweetie had too much to be elated about to let disappointment cloud her mood.

Freshly costumed, Sweetie bounced over to her full length mirror, a description befitting both her jubilant step and the motion of her expanded flesh. Sweetie gazed gleefully into the reflection, admiring the fit of her sister’s G cup bra on her augmented assets. Two tremendous globes of velvety flesh jutted surreally from Sweetie’s otherwise thin frame, all artfully contained by two great lavender bowls, ornately covered and fringed with delicate patterns of lace. The sheer straps and bands of the bra gave off the tantalizing illusion that the colossal spheres atop Sweetie’s chest were suspended by their own perkiness. Playfully, Sweetie grabbed at the two shoulder straps and began to alternate pulling one and then the other. Pounds of pliable tit-flesh sloshed up and down in each of the cups, milky white ripples giving way to smooth, rounded curves and back again with every cycle. Grinning widely Sweetie dropped her body forward to admire her cleavage from above, breasts hanging down more than half a foot, pendulous but still shapely. Caught up in a fit of elated giggling, Sweetie rocked her body side to side, watching the slow sympathetic response of her dangling tits. Expansive pink nipples made flittering appearances as her breasts shifted and jostled in the free hanging bra.

Righting herself with an unnecessary hop and an excited squee, Sweetie brought her attention to her pilfered panties. A matching set of lacework obscured her genitals and posterior, connected over her hips by more bands of sheer fabric. Sweetie’s plump hips now protruded noticeably beyond her shoulder width, causing her arms to lean slightly outward when left at her sides. Turning her profile to the mirror now, Sweetie finally got a good look at her massively expanded ass. Her mouth gapped with the shock as she studied the expansive globes now looming above her thighs. The cheeks sloped out sharply from beneath her tail, and they just kept rising and rising until they peaked at what must have been 6 whole inches from the plane of her back! Turning quickly and swishing her tail to the side, Sweetie got a more complete view and gasped with the revelation. Each of her gargantuan cheeks seemed as big as a ponies head, and they only protruded slightly further upon Sweetie giddily tightening her gluteus muscles. Loosening the tensed muscles, Sweetie reached her hands below each of the massive cheeks and began to bounce them up and down in exploration. The smooth globes protruding from beneath the panty fabric gave way to pocked ripples of cellulitic flesh as both weighty masses rose and fell in perfect sync with Sweetie’s awed exhalations. On a lecherous whim, Sweetie grabbed the band of the panties and yanked them down to rest near the middle of her hips, exposing a 5 inch swath of ass cleavage. Then she brought her right hand down hard into a cheek, elating in the stinging sensation, the satisfying clap, and the rapid undulating of her fattened ass.

Turning back around in a fresh fit of giggles, Sweetie hugged her chest like a precious keepsake and began to ponder how her life would be transformed as her body had been. Sweetie had only experienced one sexual encounter in all her life, but now she was sure any stallion or mare on the market would be at her beck and call. Finally she could share in her sister’s prodigious success at sexual conquest, and perhaps also, romance. Sweetie flushed and pressed her hands hard against her mouth as she stifled an all-out shriek of excitement. But suddenly, she paused, and became very still. Something felt…odd, but she couldn’t quite place the source. Passing her awareness over her body, she found something. There, by her heart, a tiny glimmer, a warmth. It was…it was the sensation, the spell!

The recognition quickened her pulse in an instant. Why was there still some of that magic inside of her? It had clearly done its work. No sooner had this question crossed Sweetie’s mind than the quickening of her heart set of the clamming of her skin, then the laboring of her breathing, the quivering of her entire body. The familiar heat burst forth from her heart, filling her to every extremity like a crashing wave, but this time it was different. This time it was so much…more. Sweetie reeled and stumbled backward, colliding finally with a desk where her hands could land firmly to support her. She placed her ample behind on the lip of the desk and shifted much of her weight onto her trembling arms as she grunted loudly with the shock and sensation of what was happening to her.

Her breasts felt painfully tight as they thrust outward in great, sloshing pulsations. An audible groan emanated from the jiggling tissue as it struggled to keep up with the spell’s directive. Soft folds of flesh began to overhang the top of the cups, to press outward toward Sweetie’s arms, to poke desperately out of the bottom of the now insufficient bra. Simultaneously, Sweetie could feel the panties, still riding low on her hips, digging deeper and deeper into the expanding contours of her hips and ass. Bit by bit the warm flesh of Sweetie’s glutes spread across the cool surface of the desk as her ass pressed outward with an unstoppable urgency.

Desperate to save her sister’s creations from destruction Sweetie grabbed clumsily at her bosom as it moved outward with visible speed, managing to rip the bra down to rest underneath her forcefully swelling tits. Great firm globes of slightly undulating tissue relaxed their way down Sweetie’s torso as they grew heavier and heavier. Sweetie gave a resounding shriek as her breasts, hips, and ass gave a final tremendous surge. Her breasts flopped with a wet smack at nearly the level of her belly button, mounding outward from her chest in huge elongated spheres, each the size of Sweetie’s head. Her ass cheeks mounded outward in four great lobes, each cheek segmented near the center by the overly tight band of the lavender panties. Pushing off from the desk Sweetie thrust her hands into the constricting band and managed to wrest it to just below the start of her now massive cheeks. She hoped she’d managed to save both garments, lest her sister discover the unsolicited “borrowing”.

The magic finally left Sweetie now, crackling out of her skin with a green luminescence. She looked down at its final results and realized that saving Rarity’s lingerie had been a moot point. Sweetie was going to have some tough explaining to do regardless. Her massive tits absolutely dwarfed her thin torso. Placing both hands on her expansive, puffy nipples, Sweetie hefted her gargantuan mammaries. Keeping both hands stretched completely flat, Sweetie still could not encompass the full breadth of each sprawling tit, with pliable folds of the near limitless flesh pressing past the tips of her fingers, around the sides of her wrists, and through the gaps in her splayed digits. Out of curiosity, Sweetie lifted her weighty bosom to the height of her collar bones and let them fall freely. They landed hard against her rib cage with another moist sounding slap and enough violent jiggling to send Sweetie’s whole frame rocking back and forth just to keep balanced.

Sweetie reached back to grab two exploratory fistfuls of supple ass flesh, feeling each finger sink easily into folds of the ample tissue. Opening her hands, Sweetie ran her palms up and down both extensive cheeks, realizing each was at least one and a half times the mass of one of her breasts. A gentle shaking of her hips sent the excessive meat jostling sensuously under Sweetie’s probing hands. Pondering her positively lecherous new body, Sweetie flushed with excitement as she imagined an amorous stallion wildly groping at her expansive ass while thrusting into her. Reaching up and pressing her immense tits together, she imagined fully enveloping a docile mare’s head in a cage of lewd softness.

Unable to stand the growing heat and sopping moisture of her sex Sweetie rushed to her bed and threw herself onto it with a creaking of springs and a sloshing of her own body. She thrust a hand into her expectant lips, while the other began kneading a bountiful tit with reckless sexual energy. As the electric thrill emanating from Sweetie’s clit mounted and mounted, she was overcome with every one of her previously hopeless fantasies that her body now promised to fulfill. The wet heat of tongues, the tender touch of malleable curves, the hard and musky thrust of a stallionhood. She was so voluptuous now, so rawly sexual, so irresistible, beyond what she had dared to imagine! The pleasure she was feeling now was just the beginning.

She quivered with the anticipation, and came.