Carrot Top was a simple mare with simple needs. She liked, more than anything else, to be left alone. She didn't hate other ponies, far from it. She just happened to have the extreme misfortune of being mildly introverted in a world populated mostly by extroverts. Being around other ponies was a profoundly exhausting experience and she was incredibly bad at it.

She had never been good at dealing with adults. As a child she had always assumed that would go away eventually. As an adult she'd realized that no, there was some fundamental interpersonal thing that other ponies figured out but that she hadn't. Or maybe she had figured it out but had figured it out differently? It was something that was difficult to articulate. It was not an issue unique to her, she knew that much – Fluttershy clearly had many of the same issues going on, and she had met other similarly quiet and socially awkward ponies in her time. But aside from that, she and Fluttershy had almost nothing in common. They had no common ground aside from not really being capable of dealing with social situations, and coping by immersing themselves in environments that they did understand. For Fluttershy it was taking care of animals. And for Carrot Top it was children.

Carrot Top had long been Ponyville's go-to foalsitter, for essentially her entire adult life. She liked children. They were simple, easily understood. They hadn't been alive for long enough to get complicated the way their parents had. That's not to say that she related to them. At the end of the day, while they hadn't been alive long enough to get complicated, she had. And she was certainly capable of disliking exceptionally shitty foals – children, she knew, had a vast capability for being petty brats. But she got them. She could understand the way they thought and could use that to her advantage. She could make even the most spoiled rotten monster behave without so much as lifting a finger and she could make them like her in the process.

“C'mon, Dinky, your mom's coming to pick you up in about twenty minutes. Time to put everything away and get ready to go home.”

“Okay, Miss Top.” Dinky Doo, on the scale of spoiled rotten monsters, didn't even register. She was one of Carrot Top's favourites, for a lot of reasons. She behaved herself without having to do any weird psychological manipulation, for one. She was easy, and Top liked easy. Just hand her some toys and she would mostly take care of herself while Carrot Top dealt with the other children or read or tended to her garden. Occasionally she needed to be fed, obviously, but even then she had zero dietary requirements, and there were fully grown adults who were fussier eaters than she was.

There was a knock at the door. “Oh, it looks like your mom's here ahead of schedule. You finish cleaning up, I'll go hold her back.” Dinky giggled at the overly dramatic turn of phrase, and Top quickly made her way to open the front door for the chief reason why Dinky was her favourite foal to sit for.

“Hi, Toppy! How was Dinky? Well behaved, I trust?”

“She was a delight, as always,” Top replied, trying very hard to maintain eye contact with Derpy. It always felt awkward. Derpy didn't seem to mind, but Top couldn't help but mentally equate it with staring at somepony's missing arm or some other physical deformity. Which, in a way, it was – Derpy's eyes pointed in two different directions, neither of which entirely matched where she was actually looking. Her left eye pointed slightly too far downwards and to the right, and her right eye pointed slightly too far upwards and to the left. She already had a hard enough time making eye contact with other ponies, but Derpy was something of a special exception. With other ponies, she could afford to let her eyes wander, focus in on the surroundings and the other pony's clothing or hair. It was mildly awkward, but it was hardly the most socially awkward thing she did on a regular basis.

But with Derpy, while staring at her askew eyes was potentially mildly rude if she allowed her eyes to wander they would inevitably drawn to staring at something that was definitely extremely rude to stare at. The real reason Dinky was one of her favourite foals to sit, though she hated to admit it to herself because it made her feel like a shitty person, was her enormous crush on Dinky's mom. And a big part of the reason she had an enormous crush on Dinky's mom was Dinky's mom's enormous tits.

Though enormous was frankly an understatement. In a vacuum, if Top were to picture enormous breasts, she would have imagined something around F to K on the alphabet. Derpy's tits weren't F, or K, or P, or anywhere even remotely on a reasonable scale. They were like a pair of overinflated beach balls shoved under a tight sweater. Two, three, maybe even four times the size of her head. Certainly they dominated her torso, hanging almost to her midriff. Not that they sagged at all – far from it, they were pert and round while still retaining an obviously visible heft to them, confirming the complete lack of any surgical aid. They were one hundred percent natural, as far as Top knew.

“Uh, you're a bit early, though,” Top said as she quickly wrenched her eyes away from Derpy's chest. She was completely unsurprised that they had wandered southwards – they always did, eventually – but she was fairly sure that Derpy hadn't noticed. “Dinky's only just started getting ready so it'll be a bit before you'll be able to take her home.”

“Oh, don't worry, I actually came early on purpose this time.” Derpy lifted her arms, which had been obscured by her breasts, and held out a couple of brown paper bags per hand. Her arms sank into expansive titflesh, her breasts pushed together and deformed ever so slightly by the simple gesture. “Tada!”

Top could feel herself tensing up. Instinctively, she knew what was coming next, and she dreaded it. “You, ah, stopped at Sugarcube Corner?”

“Yep! They were having a sale of the new Big Muffins, so I splurged. I figured I could stop by early and we could talk for a bit. We never get the chance to talk, so I thought it'd be nice.”

Until now, Top's interactions with Derpy had been limited to a few minutes at a time. Picking up or dropping off Dinky, the occasional chance encounter while doing errands, at most ten or fifteen minute phone conversations. She'd never had to sit and converse with her secret crush face to face for a prolonged period of time over pastries. “That sounds lovely,” she replied, screaming internally even as she turned to allow Derpy into her home. “The living room's this way.”

“I was thinking maybe somewhere a little bit more private?” Top managed to hold back a terrified 'oh my god' in response. “I know, I know, it's a bit irresponsible to leave Dinky unsupervised for too long, but, well, sometimes a parent just wants to have a conversation with another adult without her children getting involved, you know? If it helps, Sparkler should be here in a few minutes to keep an eye on Dinky while us adults have some alone time.”

“How's, uh. How's the kitchen sound, then? It's not the most private room, but there's a door, Dinky's not allowed in and she's good about following that rule, and the only other option is prolly my bedroom.”

“It's a little bit early to be inviting me to your bedroom, isn't it?” Top could feel the colour completely drain from her face. Thankfully, Derpy giggled warmly, and Top realized it had only been a joke. “The kitchen is fine. Wouldn't want to get muffin crumbs in your bedsheets.”

“Uh, yeah. Heh. This way,” Top said with a gesture before quickly slipping behind Derpy to close the front door.

“Make sure to leave it unlocked so Sparkler can get in!”

“'kay.” It wasn't too big of an imposition, really. Ponyville wasn't exactly the kind of place where you really needed to lock your front door unless you were away. It was a trustworthy place.

Besides, she found herself having a very difficult time saying no to Derpy for some reason she couldn't quite grasp (it was her tits that was the reason.)

Top slipped back in front of Derpy, manoeuvring carefully around the significant horizontal width that took up a significant amount of the available space in her cozy little cottage. She quickly led the way to the kitchen, trying not to think about how her arm had totally brushed against Derpy's left boob and she had to have noticed, right? There's no way she didn't notice, there couldn't be. Derpy, for her part, seemed to be blissfully unaware of how intensely awkward the whole situation was. She followed Top into the kitchen and placed the four bags filled with Big Muffins on the small kitchen table while Top shut the door.

“Phew, it's hot in here.”

It wasn't that hot, really. Standard mid-summer weather, really. But it probably didn't help that Derpy had elected to wear a dark grey sweater in late July. It somehow managed to be oversized and vastly undersized at the same time. It reached to her knees, hanging loosely over her body except for her chest which strained it, stretching and distorting the vertical ribs like prison bars some superequinely strong being had bent in order to escape prison. “Uh, yeah, sorry, 's an old house. No air conditioning, the ventilation and circulation's bad, and there's not really any shade nearby.”

“It probably doesn't help that I just had to wear the cute new sweater. You know how it is.”

Top absolutely did not know how it was. “Yeah, uh, I wasn't gonna say anything...”

“I trust you don't mind if I take it off?”

“Nah, go for it, you can just throw it over your chair or somethin' until you leave. Here, lemme get that for you.” Top grabbed the chair nearest to Derpy and pulled it out.

“So gentlemarely!” Derpy said with a light giggle, enough to make it clear that it wasn't a joke – though it was still enough to make Top's cheeks burn furiously. Derpy grabbed the bottom of her sweater and slowly, agonizingly slowly, she pulled it up and Top's eyes widened as she realized exactly what Derpy was wearing underneath it. And, more pointedly, what she wasn't wearing. No pants, no shirt, just a jet black string bikini. The fabric glistened slightly in the warm afternoon sun that filtered through the curtains. It dug into the soft flesh of her fat tits, grey furred milksack bulging tantalizingly on either side of the black triangles that struggled to contain her sheer enormitude. Seeming to be completely oblivious to the fact that she was wearing practically nothing in the home of somepony who pointedly was not her husband, Derpy gently folded her sweater in half and draped it over the back of the chair Top had pulled out for her before taking a seat. She fanned herself in an exaggerated pantomime, and spread her legs uncomfortably wide, giving Top far better a glimpse of the subtle outline of her feminine mound than was proper.

“I assume you'd like a taste.”

“Um.”

“Of the Big Muffins. Oh, unless you've got any allergies. I don't think there's anything too bad in these, unless you've got a dairy allergy. According to Pinkie the recipe calls for lots of milk.”

“Uh, nope, no allergies here. Thanks, I think I'll have one.” Top awkwardly made her way to the other side of the table.

“Oh, sit beside me, it'd feel weird sitting across the table from you. Like I'm at a parent teacher conference and not having some nice Big Muffins with a friend.” Derpy punctuated her request by patting on the seat beside her. Her left boob, Top noted as all the liquid in her mouth decided to take a vacation at once, extended into the space she would be sitting in.

“Yeah,” she croaked, taking the seat perhaps a bit too quickly.

Derpy reached into one of the bags, pulling out an absolutely gigantic muffin, almost the size of her head. Pinkie had not been exaggerating when she'd elected to name them simply Big Muffins. She placed it on the table in front of Carrot Top before pulling out a second one for herself. “Gosh, they're so big,” she said, licking her lips. “It feels like every time I look away I forget how massive they are, but then I see them again and it's like it's the first time I've seen them!”

“Yeah,” Top croaked again, referring to something entirely different.

“I've had one before, they're really good. Dense and rich and heavy.”

“Y-yeah.”

“Pinkie says they don't fit in the normal muffin cups.”

“Oh?”

“Yeah, apparently she had to special order custom ones from the manufacturer. They got a good deal by ordering in bulk, though, but that's prolly why they cost so much more than normal muffins.”

“I'd imagine them being so big doesn't help the pricepoint,” Top said, managing to force out a coherent sentence in a concentrated effort to help steer the conversation away from the intensely thick miasma of innuendo it had become.

“They're real fresh, too! Right outta the oven, so they're still soft and warm.” She gently poked the bulbous top of her muffin. “Look how springy it is! You could probably bounce a quarter off'a this.”

“Yeah.” Fuck.

“They're so dense and moist, though. It can be a bit tough to eat them, but you know what helps?” Derpy turned her head to face Top as she slooooowly leaned her body towards the suddenly very concerned earth pony. She was already having to lean slightly to the left to avoid touching Derpy's tits, and this sudden change in position left her almost falling out of her chair. “A biiiiiig ol' glass of nice, fresh milk.”

Oh, sweet fucking Celestia, this was all waaaaay too much for Carrot Top's poor heart. “Uh, hold on I think I've got some clean glasses somewhere around here...” Top moved to get up, until Derpy grabbed her arm.

“Toppy, for fuck's sake, I'm hitting on you.”

Carrot Top's body completely froze, like a deer caught in the headlights of an oncoming chariot. “Excuse me?”

“You heard me,” Derpy said, turning her body in the chair and at the same time pulling Top's arm forcefully, leaving the earth pony flung face-first into Derpy's immense cleavage. She quickly grabbed the back of Top's head and firmly pushed her deeper into the soft cavern of tit, and with the other placed Top's hand on a boob. “I haven't gotten any since Dinky's dad passed, and in case you didn't notice that was kind of a decade ago. Sorry if I'm not being subtle, but I've seen you staring and I've tried to subtly indicate that the interest was mutual and clearly it wasn't working so here we fucking are. Now, are you gonna play with my tits or what?”

“Mph!” Top cried, her voice muffled by tit, and Derpy quickly let her go. She darted back, taking a few good, solid, deep breaths of fresh air before doing anything else. She looked at Derpy, and Derpy looked at her. Both mares were breathing heavily, practically panting, and blushing – though Top's blush was significantly more furious than Derpy's was. Slowly, inevitably, her eyes wandered downwards, and settled on Derpy's most standout feature. They were, as she had emphasized quite thoroughly at this point, almost unbelievably large. Top's self-esteem wasn't exactly cripplingly low, but at the end of the day she was just about average. Almost boyish in comparison. For a breast mare, Derpy's were the fucking holy grail.

And here she was offering them.

This was, Top realized dimly, probably her chance to back out. It was a tempting prospect – things were going much faster than she was comfortable with. She got the impression this wasn't her last chance for this. She could just say maybe later and Derpy would accept it. Besides which, the two barely knew each other. There were certainly many things about Top which Derpy didn't know, and she was fairly certain the same applied in reverse.

Top took another look at Derpy's breasts, then at her face.

“Fuck it,” she muttered to herself and dove in.

It took a lot of willpower not to immediately go right to sucking Derpy's tits, but Top resisted admirably. That was the good bit and she wanted to save it for later. Instead she tilted her head and moved in for a kiss. She wrapped her arms around Derpy as best as she could given the very large obstacles on her torso, which she found herself quite firmly wedged between. Not that she minded being wedged between Derpy's breasts. Anything to do with Derpy's breasts was alright in Top's book. The kiss was pretty good, too. It tasted faintly citrusy and sweet, like-

Well, like lemon muffins. She closed her eyes and let herself get lost in the kiss. Tongues darted around each other, her hands wandered their way down Derpy's back to give her butt a little squeeze, and Derpy herself reciprocated the gesture, sliding her hands into Top's jeans.

Derpy was the one who broke the kiss. “Suck my tits. I'm gonna finger you.”

“Uh, hold on a second,” Top said, realizing things were progressing a bit faster than she really should have let them progress.

“It's fine, I figure if you're gonna be giving the girls some love I should give you some attention. It's only fair~”

Top opened her mouth to say no seriously hold on a second, but it was too late. Derpy gently pushed Top down onto a chair and slid out of her own. There was a good amount of space between the two – certain obstacles prevented Derpy from getting too close, but she could get close enough to unbutton Top's jeans and sloooowly slide them down her slender orange-furred legs. “There we go,” she purred gently as she hooked her thumbs under Top's panties, her fingers pressing into Top's hips.

“You don't need to take my panties off to fingerbang me!”

“Yeah, but I- hold on.” Derpy frowned. “Are... are these what I think they are?”

Top could feel the blush returning to her face as she realized that there was one very big, very crucial detail she had forgotten to share with Derpy before they began. “Uh, what do you think they are?”

Derpy took a moment to respond, leaning in uncomfortably close to Top's crotch to inspect the panties. Slowly, an eager grin spread across her face.

“Oh, yes. These are definitely concealer panties. You've got a cock.”

Author's Note

first part 'a this thing. it'll be a while before the second part 'cause i've got a lot of actual paying commission work to do, but i wanted to do a thing for me. if you happen to notice a lot of similarities to my past work that's 100% intentional, i promise you.