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.