Hot Swap

Rumble stood in front of her mirror and sighed.

Only a day ago a tall, decently built young stallion stared back and now instead a small, incredibly busty mare with wide hips and thick thighs stood dwarfed in front of the standing mirror. Big, violet eyes frames by long lashes and a small round nose sat above plush, full lips and small chin. Spiky hair framed her cute face in a way that made it resemble a heart, and her long, dark locks fell all the way down to the small of her back, tail dangling down to her ankles. The fat, J-cup breasts sat on her chest in full, perfect teardrop shapes as they were unaffected by years of sag or gravity, capped off by wide, dark areola and large, plump nipples. Below, her smooth belly led south to her wide, child-bearing hips and thickly padded legs down to her dainty hooves.

This hourglass figure was a far cry from how she looked yesterday. After the potion she’d drank with Applebloom had taken effect, they had eloped five times in a row, leaving Rumble with a taut, bloated belly reminiscent of a heavily pregnant mare. They had climbed back into the clubhouse and had wild, urgent sex another two more times before Applebloom finally got his wits together and read up on the potions they drank.

“Least the excess fluid removal potion worked...” Rumble grumbled, pulling up pair of once loose fitting red boxers. Having a belly that big would have made this simple act impossible but Applebloom whipped up a potion that drained all of the cum he’d jettisoned inside her. The stretchy band went taut around her hips and once Rumble slipped her thumbs out...

SNAP

The boxer band snapped against her coat. With her plumped rear they were practically molded onto her coat. They didn’t quite feel right either. In fact…

Rumble slid them back off, put them on backwards and wiggled her long tail through the hole normally reserved for his penis. The tight boxers actually felt better this way and her tail felt more securely set. Next, she pulled a large, loose night-shirt that had the collar stretched out and slipped that on. It exposed one of her shoulders but otherwise fit nicely. The material was loose and draped off the front of her body like a curtain, leaving her midriff exposed. With his big eyes and long, braided hair the mirror image was sensual and incredibly wanton. Walking around outside with this garb would attract stallions like flies.

Rumble had found no-one home and slipped inside to take a much needed shower. Her mother had slipped through the back door and upon noticing the silhouette of the busty mare tore the shower curtain away to expose Rumble’s wet, nude, soapy body. Thankfully she was sympathetic to Rumble’s plight and after a protracted explanation promised to help cover the situation until it was resolved tomorrow. She has also insisted on washing and braiding Rumble’s long mane and tail so it wouldn’t be too annoying until tomorrow.

The bra Rumble’s mother provided was brand new, never opened, and to Rumble’s chagrin it didn’t even fit. Her mammoth mammaries were simply bigger than her own mothers, to her astonishment. Not that her mother wasn’t already astonished that her stallion son had transformed into a mare.

“This is nice,” Rumble admitted, holding the long, thick braid of her hair. The shampoo and conditioner made it soft and silky. Nice to hold, and her tail, while unbraided, shimmered in the moonlight. Rumble hoped that later in the night she and Applebloom would be able to control their lust for long enough to drink the antidote before fucking each other like sex-crazed animals.

Rumble flopped on her back into her much roomier bed. Both of her big breasts wobbled like overfilled water balloons within the confines of her shirt. They were huge, heavy, sensitive and outright impossible to ignore. Without a pillow to prop up Rumble’s head they actually obscured her vision somewhat. She reached up to play with them through her shirt and let her mind wander to earlier.

The marathon of sex she shared was the most amazing experience of her life and every time she partook it just kept feeling better and better. Apparently that was part of the potions intent: it was to be manufactured by ancient pony shamans in times of population depression to be shared by stallions and mares alike in order to induce attraction, promote physical promiscuity and ultimately procreation.

It even removed the typical refractory period and subsequent exhaustion. This physical mental effect was very strong in small doses and partly explained why the results of taking so much of it swapped their genders. It was also semi-reciprocal according to Applebloom. Although Rumble had stopped paying attention at that point and instead had begun giving Applebloom a hand-job.

Thunder boomed in the distance. A storm was scheduled to play out for the next few hours. Luckily it wasn’t all night long. That would have made returning to the clubhouse risky.

Rumble placed her hand atop her soft belly. If that draining potion Applebloom brewed up didn’t work than she was ABSOLUTELY impregnated today. That thought stuck in her head. A large, solid belly bulging below her breasts instead of the soft, bouncy one she’d sported earlier…

TAK TAK TAK

The wind had started to pick up and Rumble twisted her ear towards her window. Someday she really needed to go out there and just break a few branches so they wouldn’t poke the glass whenever the wind picked up.

Tak TAT TAK Tak taktak-taktak

Rumble felt his heart freeze. That was a louder, more insistent tapping. And to the tune of a catchy new pop song. The sound of heavy raindrops hit the window and roof of the house right as Rumble glanced over.

An orange palm was waving through the window.

“Scootaloo!?” choked Rumble, struggling to get off her bed. Thanks to the still unfamiliar body she tripped over her linen sheets and fell to the floor wrapped in her sheets.

TAKTAKTAKTAKTAKTAK-

“Uhhh! Coming?!” Rumble squeaked, torn between not wanting to be seen like this by the mare he was crushing on… and leaving said mare out in a thunderstorm when she’d come to visit at night.

With a pit in her stomach, Rumble pulled the curtain aside and unlatched the window.

“FINALLY!” Scootaloo somersaulted into Rumbles room and landed on her hooves, standing to her full height and shaking her wing-feathers. “Took you long enough! I’m already soaked.”

“Uhm,” Rumble peeped, standing stock still by the shut window.

“Heard you skipped class today from Shady. I’m surprised you’re doing that again after all the crap you got our teacher last year,” Scootaloo continued, pulling her wet shirt over her head and revealing the tight black sports bra she wore underneath. She was just about to twist and squeeze the water out of her top but stopped short. Instead she rolled it into a ball and dropped it at her hooves. Scootaloo turned her focus to drying her hair with one of the semi-dry towels Rumble had laid on his desk chair.

“So what’s up?” Scootaloo asked, toweling her spiky purple hair. “You’re being really quiet. Aren’t you happy to see me?”

Scoot still hadn’t noticed. She had the towel over her eyes and couldn’t see Rumble. This was the last few seconds before the secret was out. Rumble tensed up and squeezed the blanket still wrapped around her body.

“Hello? Equestria to Rumble?” Scootaloo finished drying her hair and moved on to toweling her long tail, turning to look at Rumble.

And stopped everything.

“...Rumble?” Scootaloo cocked her eyebrow.

In the seconds that Rumble had while they locked eyes she couldn’t help but admire Scootaloo’s body in the dim light of her bedroom. She was tall, lithe, with the body of a seasoned athlete. Her lightly pronounced abs glistened in the dim rooms light and the muscles on her limbs displayed the firmness and prominence of a mare who exercised under the tutelage of a master athlete. Unlike Rainbow Dash, Scootaloo had a decently sized chest contained within her sports bra. It was even making Rumble feel aroused, which, to his relief, relieved that she still found her crush attractive.

“Rumble is that you or somepony else?” Scootaloo asked firmly, standing up straight and spreading her wings. There was more than a full foot of height difference between them. This made her slightly more intimidating than before. “What the hay is going on?”

“It’s me,” Rumble said nervously, very aware of her girlish voice.

“Why are you so short… and cute? Did you like…" Scootaloo noticed the swell on Rumbles chest that no fabric could hide. “Are you a mare?”

Rumble nodded, and let the blanket fall away to reveal her new body.

They stared at each other in silence, Scootaloo drinking in the sight of what Rumble’s become since she last saw her. “What… how did this happen to you?”

Rumble inhaled deeply, tears welling in her eyes for some reason. She sat down at the edge of the bed. Scootaloo walked over but didn’t sit, instead crossing her arms as Rumble told the story of what happened: explained the potion that Applebloom brewed, some of the properties of that potion, the reasons for taking it, Rumble’s desire to be a big, strong impressive stallion for her and the subsequent unintended results of the potion that surfaced during class early in the day for both of them.

Rumble neglected to mention the multiple bouts of sex with Applebloom.

“And that’s everything,” she hiccuped, voice trembling. “I’m sorry, I don’t know why I’m like… on the verge of crying right now,” Rumble wiped the tears from the corner of her eyes.

“Wow,” Scootaloo said, taking in all of that information with not much fanfare. “That’s... a lot to go through just for me,” she tossed around the story in her head. “Like, I knew you liked me, but not this much.”

Rumble played with her braid between short sniffles.

“Hey! Heeey, listen to me,” Scootaloo sat down on the bed next to Rumble and extended her wing to wrap around Rumbles backside. “I like you back! I have for a while now buuuuut I was kind of waiting on you to drum up the nerve to ask me. It sounds to me like you were pret-ty close with the goofy potion you drank. Plus, I’ve liked you since I got to know you way back when you almost ruined our cutie mark camp.”

Rumble laughed weakly, staring at the floor. “Despite the way I acted?”

“I dunno, this is gonna sound weird but I kinda dug that. You were tough and aggressive and even though a big part of me haaaated you at the time, a small part of me…” Scootaloo blushed, smiling warmly. “Well, it’s weird how crushes start, right?”

Scootaloo leaned closer to Rumble, her raspy voice softening. “Also… I liked that you were shorter than me. I’ve been short and weak growing up and now that I’m not I stopped feeling interested in the few stallions around that had more height on me. So your body was a plus on me already liking you.”

Rumble forced a smile. “Me too I guess… I’m sorry. I don’t know why I still feel like crying.”

“You’re a girl now, get used to being emotional,” Scootaloo leaned in and gave Rumble a strong kiss.

It wasn’t exactly like how Rumble imagined a first kiss with Scootaloo would be -it was even better. They kissed hard, Scootaloo's tongue pushing Rumbles own aside, forcefully writhing around her own smaller one. Rumble gave in and let her do so. Smacking their soft lips and coming up for air with soft gasps occasionally the impromptu make out session was making Rumble’s body heat up. The stimulation was making Rumbles wings start to stand up but Scootaloo's longer, stronger wing still wrapped around her kept them tight against her backside.

“Wow,” Rumble said breathily, their kiss finally breaking. A thin strand of saliva broke between them as they pulled away. Rumble felt her chest heaving from the electric moment.

“Oh yeah. I'm good,” Scootaloo said, unwrapping her wing and giving Rumble some room to breathe. Without the pressure from Scootaloo’s wing her own smaller pair were free to extend, the tension in her night shirt increasing and more clearly outlining the massive mounds underneath.

Scootaloo gawked at the size of Rumbles jugs. “Dude! You’ve got bigger breasts than I do!”

“They’re uh, pretty big,” Rumble blushed, the weighty masses shifting under her shirt.

“Just… wow,” Scootaloo’s hands flew to her own chest and felt her own smaller breasts. She looked at Rumble’s barely contained bosom and a rakish grin crossed her face.

“Do you wanna fool around?” suggested Scootaloo.

“Yes!” Rumble blurted out without thinking. “Uhh… you don’t want to uh, go on a date first?”

Scootaloo laughed, tenderly running her slender fingers through Rumble’s outstretched feathers. “What? To get to know you? We’ve known each other for years! In a funny way we’ve already skipped all the boring parts of starting a relationship!”

“Oooh,” Rumble cooed, enjoying Scootaloo’s gentle touch. “You make a goood point,” she gasped, Scootaloo’s fingers dancing on her back.

“Besides,” Scootaloo stood up and pulled off her sports bra, her perfect grapefruit-sized breasts jiggling and settling on her chest. “You told me this sexy little body of yours isn’t staying this way forever. If nobody got a go at you like this it’d be a crime,” she stuck her thumbs into the waistband of her shorts and pulled them down, kicking them aside. Now fully nude, Scootaloo stood in the center of the room and struck a little pose just for Rumble.

“Like what you see?”

Rumble nodded her head and blushed deeply. It was an erotic sight to behold in the dimly lit room. Scootaloo’s naked body was a knockout in every: tall, athletic, decently sized chest and backed up by an attitude that put that body on display proudly. Scootaloo swiveled to show off her muscular rump, tail flagging to the side so Rumble could get a teasing glance at her slit.

A flash of arousal flowed through Rumble’s body. In seconds her own loins were heating up in anticipation. Even if at the moment she wasn’t properly equipped… it certainly didn’t meant they couldn’t fool around.

“Stand up, walk over to me,” Scootaloo demanded, her voice unusually firm.

“Okay, should I take off-”

“AH! AH!” Scootaloo interrupted, tapping her hoof. “I didn’t say to do anything else. That includes talking!”

Rumble wriggled out of the blanket and wordlessly approached Scoot until she was only a couple feet away.

“Closer,” Scootaloo insisted.

Rumble obliged until she was very very close. So close her stiff nipples were grazing Scootaloos abdominals. At five-foot tall she was about eye level with Scootaloo's nipples. Rumble felt a hand press atop her dark mane.

“I can’t believe how small you are!” Scootaloo was practically gloating, drumming her fingers on Rumble’s scalp. “You are tiny! Next, take off your shirt.”

It was a little more difficult to take off because of Rumble’s flared wings but after a few seconds the shirt was discarded on the floor.

“Play with my tits,” Scootaloo said with a hint of a laugh.

No questions crossed Rumble’s mind as she reached up and gently grabbed two handfuls of Scootaloo’s breasts. They felt much bigger than they looked, but that might be because of her smaller, more slender hands. Still, each one were vaguely the size of a grapefruit and just as soft and jiggly as the one’s hanging from her own chest.

“Nnnff, that feels nice,” Scootaloo sighed, reaching out with both arms to caress Rumble’s stiff wings. “Keep at it!"

“Okay,” Rumble breathed, fingers caressing the warm soft flesh in her hands. Scootaloo’s hard nipples were pressing into her palms after just seconds of attention. A small pinch and squeeze drew a sharp gasp of pleasure from the taller mare, who was now resting her hands on Rumble’s shoulders.

“Kiss me,” Scootaloo said breathily. “Nuh-uh!” she held Rumble down by the shoulders, tiny grey wings buzzing in futility. “I didn’t say ‘let’s make out’ I said, kiss me.”

Rumble blinked in confusion, and then leaned forwards to kiss Scootaloo’s breast.

“Good,” she mashed both her breasts together. “Don’t stop.”

Rumble peppered both breasts with small kisses, and then Scootaloo’s hand was firmly pushing down. So she kissed her way south, panting a small kiss each lightly raised ab, and further still until…

Rumble made it to her waiting slit. Despite having one now the whirlwind of events the past eleven or so hours hadn’t given much time for self-exploration. There wasn’t time now as Scootaloo was outright shoving Rumble’s snout into her mound. No instructions came but she knew what this horny mare wanted. With eager lust Rumble stuck out her tongue and began to lap away at her slit.

It was a vivid, warm taste. Hot, pungent and carried with it the unique tangy flavor of the mare moaning above him. The idea of oral wasn’t difficult to figure out but as Rumble continued servicing Scootaloo, she could tell that the job wasn’t as up to par as the athlete had hoped. After a good two minutes of unfocused, but earnest, licking and lapping Scootaloo pulled Rumble off of her.

“Okay, I’m officially fully turned on now,” Scootaloo panted, sweat starting to bead on her forehead. “Let’s do something else.”

“Sure,” Rumble said eagerly, licking her lips. She felt the hot, creeping heat from earlier today coursing through her limbs. “What do you want to try next?”

Hmm,” Scootaloo looked around the bedroom. “Lay on the bed and take off your bottoms,” she eventually ordered.

Rumble did as she was told and slipped out of the boxers with some minor difficulty. She lashed her tail and flung the boxers away and fell backwards onto the bed. Scootaloo clambered onto the bed and grabbed Rumble’s giant breasts, hefting them up and giving them a firm squeeze.

“Ahh! Ahhhh!” Rumble seized up, lashes of pleasure flying through her small body. “C-Careful! Those are sensitive!”

“And huge. That’s why I need two hands,” smirked Scootaloo, roughly kneading and playing with Rumble’s fat tits like they were big bags of pizza dough. She continued her assault unabated; rubbing, squeezing and tugging on Rumble’s much larger nipples. Instead of Rumble's gentle playfulness Scootaloo had launched a rough, deliberate assault. Even rougher than Applebloom had been. A powerful orgasm was building up inside of Rumble's body and she began to twist and turn on the bed.

Without warning Scootaloo plunged her index and middle finger up to the knuckle inside Rumble’s winking pussy.

“Ahhh!” Rumble squeaked, nearly bolting up at the sensation. After a day of sex with a much larger tool plunged deep inside of her this shouldn’t have even been noteworthy, but the sensation was more or less the same and Rumble felt delightfully full. Her pussy eagerly clamped down and rhythmically massaged the intruding fingers.

“Stop grabbing the bed sheets Rumble I’m practically on top of you,” Scootaloo scolded, expertly wriggling her fingers . “Grab some of me.”

Rumble obliged, reaching up behind Scootaloo’s upper back and pulling her into a hot, frenzied embrace. Their breasts squished together and flattened from the force of the kiss. It was hot, heavy and the combined sensations of their frenetic kissing and Scootaloo’s expert fingering finally drove Rumble over the edge.

Stars clouded Rumbles vision as the force of the orgasm wracked her body like an earthquake. She arched her back and were her mouth not preoccupied would have screamed the pleasure she felt to the heavens.

It was so powerful that Rumble didn’t notice the fresh onslaught of changes happening.

Her breasts bulged in spurts, wobbling on her chest as her tiny body shrunk even smaller to four-foot ten, four-foot nine, four foot eight. Beneath her she could feel her ass spreading over the bed-sheets. Her tits climbed the alphabet, jumping entire cup sizes in seconds. All that mass and size had go somewhere though.

Scootaloo was too wrapped up enjoying Rumble’s writhing body to notice her own was changing. The mass Rumble lost flowed into Scootaloo through pure blissful osmosis. Her legs and arms lengthened, bulging with freshly energized muscle. Her body grew, inch after inch, building onto her already statuesque height of six-foot two, and swelled everywhere, previously subtle abs bulging and growing into hard, brick-like slabs of pure power on her trunk. Even Scootaloo’s pectoral muscles swelled slightly, her ballooning breasts rising up on the shelf of her powerful chest.

At the conclusion of Rumble’s powerful orgasm she collapsed onto the bed. Scootaloo kissed Rumble gently, her hands resting on the enormous pillows that were Rumble’s tits. Rumble was still too dazed to respond. Scootaloo glanced down at herself.

“Whoa,” she sat up on the bed and flexed her arm, a big, defined softball sized muscle popping up. She was... stronger? The story of Rumble’s magic potion flashed through her mind and Scootaloo stood up to better observe herself.

“Uuhhnn,” Rumble panted, rubbing her sweaty forehead. The female orgasm was just so powerful. It was like a truck crashing into the pleasure center of her brain… and it also felt like somepony was sitting on her chest.

Rumble reached up and realized that was her chest.

“Wha…?” Rumble tried sitting up, but couldn’t, the weight was too great. Instead she rolled, chest depressing against the mattress before planting her hooves on the bed and standing woozily upright.

If her breasts had been huge before they were outright monsters now. Each enormous tit was twice the size of her head, and the hefty weight was actually throwing her off balance. The bottoms of her new, mega-chest hung around to her soft belly button and Rumble balked at their sheer size, attempting to heft one up. Her arm shuddered weakly. She need to use both arms just to lift one up.

“Rumble,” Scootaloo’s sharp voice cut through the air.

She let her breast drop and pendulously settle, then looked up and gasped. Scootaloo had grown to an amazonian six-foot ten inches tall. Everything about her had grown bigger. Height. Chest. Ass...

“Walk over here,” commanded Scootaloo, placing her hands on her hips and standing stock straight.

Rumble obliged in awe, his neck craning back as he stared up and up at her new, bigger form until he stood right in front of her. Where as minutes ago she was about eye level with Scootaloo’s breasts, she was now staring at her belly button and bottom row of abs.

“Wow…” Rumble reached her hand up and place her diminutive palm on Scootaloo’s hardened stomach. In response Scootaloo flexed her powerful core, every turgid muscle rippling under her hand. It was almost on par with Applebloom’s adonis-like body.

“That potions more special than you thought...” Scootaloo coo’d, staring down at Rumble between the valley of her tits. “I feel amazing. Like I’m the strongest mare alive,” she fondled her bigger tits, every muscle flexing and bulging. From Rumble's low vantage point the sight was something to behold. Scootaloo leered at him, a hungry look in her eyes. “And you’ve got to finish what you started. Kiss.”

Rumble wasted no time and began kissing Scootaloo’s trunk, planting kisses on each powerful abdominal before going south. At their respective new heights Rumble didn’t even have to bend down that much to get his tongue into her. Scootaloo moaned, enjoying the sensation. Rumble was still not very good, but maybe with more pressure…

Scootaloo lifted up one of her log-like legs and hung it over Rumbles shoulder, her heel resting on Rumbles fat ass.

Rumble nearly choked, the powerful leg of Scootaloos squeezing her closer and harder than before. Rumble glanced over and had to admire the size of that leg. It was bulging with muscle, thick quads rippling with muscle right next to his face. Scootaloo’s single leg was about as tall as Rumble and twice as thick. Definitely thrice as powerful. Scootaloo probably had more strength in one finger than her entire body. It was hard to focus on his own lickings…

“Stop,” ordered Scootaloo, removing her leg and backing up. She folded her arms across her powerful chest and sighed, staring down at Rumble. “I’m going to be real with you, when it comes to giving good oral you’re not… experienced at it.”

“I haven’t had much practice,” agreed Rumble, staring at her underboob.

Scootaloo rubbed her hands through her sweaty mane, arms swelling from the motion.

“Well, you’re going to learn. And I can teach you,” Scootaloo smiled deviously. “And there’s only one way to learn. Pay close attention Rumble.”

Without another word Scootaloo reached under Rumbles arms and hoisted her high into the air.

“Whoa!” Rumble’s wings sprung out trying to balance, but Scootaloo chuckled and shook her head.

“Feels like you weigh practically nothing,” Scootaloo said reassuringly. To punctuate her statement she raised and lifted Rumble up and down a few times as if she were in the gym weightlifting. “I don’t know if it’s because you shrunk or I grew. Probably both.”

Rumble balked, her tits flopping around with abandon. She let her legs dangle in amazement being manipulated so easily.

“Now for the part where you pay attention,” Scootaloo licked her lips, and lowered Rumble’s sopping pussy to her face.

“Oonnnnnnnng,” Rumble reflexively locked her thighs around Scootaloo’s face the minute she started licking. That tongue was in her and it was going wild. Exploring her wet pussy like no cock could. Rumble grabbed her tits, and then settled for arching her back and bracing herself on Scootaloo’s muscular forearms.

After lapping up the juices dribbling out from Rumble’s pussy it was time for the big play. Scootaloo found Rumble’s clit and pressed her tongue up against it.

“Ahh! Ahhhhh!” Rumble squeezed his thighs even harder, leaning forwards and smothering the top of Scootaloo’s mane with her tits.

“That’s where the clit is,” Scootaloo chirped, giving it a couple short licks. “Keep that in mind.”

“Ahhhnn,” squealed Rumble, her body shuddering from Scootaloo’s expert ministrations. It was impossible to think about anything under the tutilations of Scootaloo’s expert tongue. Within seconds Rumble was trembling through another powerful orgasm, spraying her juices over Scootaloo’s mouth and chin.

“I am good,” Scootaloo licked her lips and gingerly lifted the limp little Pegasus off her face, gently placing her on the bed. In the dim light of the room she nearly banged her own noggin on the ceiling fan. Scootaloo sat on the bed and played with her own needy pussy while Rumble recovered.

Unfortunately it was taking too long and Scootaloo was both unsatisfied and impatient. She lifted her chiseled leg up and swung it over Rumble’s tired, panting body, and crouched atop of Rumbles face, planting her pussy on her mouth.

“Ahhh,” Scootaloo moaned in arousal, lightly grinding herself on Rumbles face. She felt Rumble’s small tongue licking at her dripping slit after half a minute followed by her diminutive fingers gripping either side of Scootaloo’s hips. While still not amazing it was already feeling far better than the past two attempts. Scootaloo reached down to play with Rumble’s fat tits, which were squished between her powerful thighs, but grinding against Rumbles face was starting to feel really good and Scootaloo abandoned that to play with her own tits as her orgasm began to build.

Rumble’s entire world was enveloped in hot dark orange. She had seconds to react once Scootaloo’s ass sat on her face, and not a moment to breathe. In between thrusts Rumble remembered to stick his tongue out and lick where he could to pleasure this huge, writhing mare. Every couple seconds Rumble felt her reciprocating the attention to her own needy body. Scootaloo was playing with and tugging her hefty breasts and occasionally stroking her pussy.

This time she was doing a good job as the light moans Scootaloo uttered earlier were developing into longer hoarser ones. She began licking harder and more insistently. Rumble couldn’t really see but she felt with her tongue a hard nub. That drew a near shriek from Scootaloo and Rumble attacked it, licking and sucking for all her worth before she could pass out from lack of oxygen.

Scootaloo arched her back and gasped. She was so close! All she needed was a little more stimulation and then release. Playing with her own tits was not enough. Scootaloo bent forwards and with just a little difficulty because of their respective sizes, stuck her nose in Rumble’s soaking pussy and wrapped her lips around Rumble’s clit. She began to hum loudly.

“Mmffmfm!?” Rumble felt like her lower body was struck by lightning. In response she copied the action and Scootaloo shot up straight, writhing and shaking in ecstasy as the tidal wave of her orgasm finally crashed her senses. A flood of hot juices splashed Rumble’s face, the grinding coming to a halt as Scootaloo rode it out.

After a minute of being frozen to the spot Scootaloo exhaled deeply, rolling off Rumble’s face onto the other side of the bed. Rumble inhaled deeply, panting for breath. She was on the verge of passing out due to lack of oxygen. The bed-sheet became an impromptu napkin and Rumble soon realized most of Scoots love juices had already soaked into her fur. It wasn’t coming out.

The mattress shifted beneath Rumble and then Scootaloo was pressed up against her. She nuzzled her face close and spooned Rumble’s much smaller body.

“Hey,” Scootaloo whispered, nipping Rumble’s ear. “That was really hot.”

Rumble shivered in delight at the sensation. “Yeah… wow. You are… nf, really talented.”

Scootaloo snorted, her wandering hand traveling across Rumble’s prodigious tits. “Well, I am a multi-talented mare after all. One day you’ll be as talented as me because right now you aren’t very good. That'll change with a little training from yours truly.'”

They both chuckled softly.

“But seriously, you’re gonna need to get good if you plan on going down on me again,” Scootaloo chided. Rumble couldn’t tell if she was actually serious, but her hands were distractingly fondling her erect nipples. “These are so big. I swear your nips are thicker than my thumbs.”

“Is that… not okay?” Rumble tentatively asked. Having just felt Scootaloo’s he knew they weren’t that thick or long.

“Are you kidding? I love them!” Scootaloo hefted up one of Rumble’s tits and latched onto her fat nipple.

“AHH!” Rumble spasmed in her grip. It felt painfully good, and since she hadn’t cum from their last bout she was immediately fired up again. “D-don’t!”

“Why?” Scootaloo released the nipple after a strong suck, the erect nub glistening in the dim light. “I was on you for 5 seconds and you were going nuts.”

Rumble panted, body begging for release. “What if… making me cum makes me shrink again? I’m already so small.”

“Then I’ll be even bigger, taller and stronger,” Scootaloo smirked, licking the tip of Rumble’s nipple and reaching down to caress her flushed pussy lips. “I’ll be like eight feet or more feet of pure power and you’ll be four feet of ridiculous curvy mare.”

Scootaloo slipped a finger inside Rumble’s pussy and she moaned long and deep.

“Wouldn’t that be great? I bet you’d be like… mouth level to my pussy,” Scootaloo slipped another finger inside and Rumble arched her back. “Then anytime I wanted you to go down on me you wouldn’t have to bend down. I’d just walk up to you and drop my panties and you could stand there and lick lick lick until I cum all over your face.”

Scootaloo shoved three fingers up to the knuckle inside Rumble’s pussy and simultaneously popped her fat nipple back into her mouth. It was too much, too fast and Rumble came hard, pussy flexing and squeezing Scootaloo’s fingers and splashing even more marecum onto the bed sheets. Her mind blanched as the powerful sensations pinballed through her body. Scootaloo suckled on the fat nipple in her mouth, watching with interest to see if Rumble’s body would shrink further.

Rumble collapsed back onto the bed, a prisoner of her own sexy body and Scootaloo’s domineering affection.

“Even if you stay like this, I really don’t think I’d mind,” Scootaloo reassuringly, albeit a little disappointed she didn’t just ascend to the stature of royalty. “You’ve got the sexiest curviest body on a mare I’ve ever seen. Not to say I didn’t like how you were yesterday,” she said quickly, seeing Rumble’s crestfallen face. “But you know, I like being bigger than you.”

“It’s like a bonus for on top of how much I like you already,” Scootaloo concluded, snuggling close, her breasts pressing up against Rumbles upper back. The storm outside the window was dying down and the moonlight began spilling through the glass. “So when you drink that potion tonight and change back… I’m looking forward to being with you,” she kissed the back of Rumble’s neck while simultaneously draping her larger wing over their supine forms.

“And we’ll even go on an actual date too."