Hot Swap

by Cosmonaut

Rating: mature
Tags: Sex, Rumble, Anthro, Porn, Apple Bloom, My Little Pony: Friendship is Magic, Fetish
Length: 24116

Rumble and Applebloom aren't happy with their current bodies, and try an enhancement potion to improve them! The results... have unintended consequences...

Rumble and Applebloom aren't happy with theirselves: they're both skinny and physically less mature than everypony else their age, so try an enhancement potion to improve their reedy bodies! The results however, prove to be less desirable than they expected thanks to an accidental mix-up. The powerful enhancement potion works its magic leaving both of them in very awkward scenarios, and things only get steamier over time as they attempt to throw together an antidote to reverse the changes!

Kinks include: Genderswap/Rule 63, shrinking, growth, size difference, teachers, clothes bursting, masturbation, public orgasm, cum inflation, heat, oral, size-stealing. All characters are aged up. and more to come as the story grows.

Published 2018-09-04 23:40:02 UTC
Last updated 2019-01-27 23:23:19 UTC

One Brew to Change Them Both

“You think this will work, Applebloom?”

Rumble eyed the small glass bottle with interest. He and Applebloom were sitting together inside the old CMC clubhouse. It was a hot summer Sunday and the two had concocted an idea together yesterday about what they could do with themselves. Both Rumble and Applebloom were dreading going to school tomorrow for similar reasons.

Neither were happy about how they looked.

Rumble was five-foot eleven but not very built. In fact, he was reedy and not at all in-shape. Despite his efforts working out he was going nowhere fast. At five-foot-four Applebloom wasn’t much better off: she lacked the stature and curves of her older sister and wasn’t much of a looker in any sense of the word. It should be a crime that at her age she was barely filling out a training bra.

“This should work perfectly! Listen Rumble, ah’ve been doing potion brewing as a hobby for years and with Zecora’s help… well. Ah don’t mean to be tooting my own horn but I’m pret-ty darned good at it,” said Applebloom, swirling the potions in each hand.

Rumble shifted on the wooden floor. “I’ve never drank a magic potion before.”

“It’s not a magic potion it’s regular,” corrected Applebloom, corking both vials shut. “Magic potions are infused with a unicorn spell. These are jus’ natural magic ingredients you find growing in the Everfree forest.”

“Huh, that’s actually kind of neat,” Rumble mused, glancing out the window at the setting sun. “I guess being an Earth pony helps too somehow.”

“It does! Twilight told me ah had an extra special touch on making them,” she began swirling the two near-identical mixtures. One of them glowed blue, the other red, and then both potions simmered into a dull dark purple. Applebloom set them down on the desk and checked over her potions book.

“We oughta wait until the liquid cools down before drinking them,” said Applebloom, picking her bottle up by the neck. After a minute she raised it up high. “Y’all ready to do this?”

Rumble picked his up glass bottle and held it up, clinking the glasses.

“Here’s to a better us!” said Rumble enthusiastically, putting the drink to his lips.

“APPLEBLOOM! ARE Y’ALL UP THERE?!”

The two ponies practically jumped at Applejack’s voice. They put their drinks down on the desk and stuck their heads out the window. Applejack was standing below the tree with a small basket of apples braced against her hip.

“What the hay are you two doin’ up there?” she continued, squinting at Rumble specifically. “Nothin’ untowards I hope.”

“Me ‘an Rumble are just talkin’ about classes tomorrow! Honest!” said Applebloom. “Plus I’m pretty sure you’d be able to tell if we were doin’ anything untoward up here.”

Applejack harrumphed, seeing that neither of them were flushed or panting heavily. “Well, y’all wrap up whatever you’re doing in there. Sun’s goin’ down.”

“Alright!” said Applebloom, with a big grin on her face.

Not seeing any point in continuing this conversation, Applejack did a half-shrug and sashayed towards the barn. Rumble couldn’t help but stare at the sway of her wide hips and plump rear stuffed into those daisy dukes.

“Hey!” Applebloom snapped her fingers at Rumble. “Wake up!”

“Oh! Sorry!” blushed Rumble, pulling his head back inside. “I didn’t realize uh… sorry.”

“Yeah well,” Applebloom balefully looked him up and down. “Pretty soon it’s gonna be me that’s gonna be the apple of your eye ‘cause I’ll be drop dead gorgeous!”

Rumble idly grabbed the glass vial closest to him, picturing Applebloom with her sisters figure. “I mean, sure? Everyone’s going to be talking to you soon. Plus, I’m finally going to ask out Scootaloo.”

“Tch. C’mon Rumble you coulda already asked her,” scoffed Applebloom. “She already said she likes ya.”

Rumble brought the vial to his lips, “Well, no time like now for a confidence booster, right Applebloom?”

“Right! Down the hatch!” she grinned, mimicking Rumble. “Drink!”

They simultaneously chugged the lime green potion down.

“BLEGH!” the two stuck out their tongues and wiped it best they could.

“Applebloom that tasted disgusting,” Rumble grabbed his water bottle and swished the liquid around his mouth. “What the hay is in this potion?”

Applebloom retched. “Egh. Everything you saw me put in it! Ah bet those mushrooms didn’t help it none.”

Rumble’s face contorted in pain. “Yuck! I wish you made it taste like apples.”

After a minute of dealing with the flavor of the vile vials , the pair began inspecting any changes to their bodies. So far no mass was adding to Rumbles physique or Appleblooms.

“Do ya think my boobs look any bigger?” asked Applebloom pointedly, pulling her shirt tight against her chest. “ Ah can’t tell if it’s working slowly or not.”

Rumble glanced it over. “Not really no.”

“Dangit!” Applebloom huffed, kneeling at the table and scanning the potion instructions. “Now ah know that all the ingredients on this here list went into the potion. It should have kicked in about now already!”

“Maybe it’s a delayed reaction?” offered Rumble, sidling up next to her.

Applebloom frowned. “All the potions I brewed have been instant use. Why the hay would this one be different?”

The two re-read the page together and went over the list of ingredients collected. There were no substitutes. Applebloom had successfully scoured the area for every necessary frond and flower to make this potion happen.

An hour later with no answers, no changes, and no ingredients to make another potion the sun was going down fast. Both ponies were wholly fed up.

“I botched it,” Applebloom threw her arms up in defeat. “Ah dunno how, or where, but the potion’s a dud.”

Rumble shrugged. “I feel like a warm feeling in my stomach that's spreading outwards. Like, it’s down to my knees now.”

“An’ I can feel that too!” exclaimed Applebloom. “Feelin’ it but it’s not working! UGH! Tomorrow morning we’re both going to wake up and it’ll be out of our system. Sooner if y’all plan on chugging a lot of water tonight before bed.”

“Actually, I don’t feel very hungry or thirsty,” Rumble said. He could probably even do without dessert tonite at dinner. Despite his mothers cheesecake creations it didn’t sound appealing.

“Well I am tired and famished,” Applebloom closed her book shut and clopped her hooves against the floorboards. “Spent all dang day workin on this with no results. No wonder Twilight gets annoyed when her experiments get nothin’ out of it.”

Rumble patted Applebloom on the back and she sighed. The frustration slowly left her.

“We can try it again,” he suggested with a hint of optomism, heading to the door. “Let’s get going before your sister comes around again.”

Applebloom snorted and followed Rumble out the door. “Like you’d be so torn up seeing her right?”

Hotter Than Teacher

“Okay students! Pull out your geometry textbooks because we’re having one heck of a fun lecture today! Be sure to copy everything I write on the board and you’ll be math masters in no time!”

Rumble groaned in sync with half the class and pulled his textbook out. Miss Cheerilee’s class wasn’t terrible but it was painful to sit thru on subjects that weren’t interesting. Math was one of those subjects and Rumble was already wishing the day was over. He had woken up in a pool of sweat and had felt very uncomfortable all morning. Even a cold shower hadn’t helped. All he wanted was to go for a dip in the lake after class. Or sit inside a rain cloud.

Rumble was also down to his last pieces of clean clothes before laundry day: a thin, slightly undersized short sleeved buttoned down dress shirt he typically wore on nice family outings and a pair of jeans that had ripped just above the knee. Nice clothes and fashion weren’t alien to Rumble but this is what he had to work with. Rumble unbuttoned the top button to help vent how uncomfortably warm he was. It didn’t feel like a fever. It was as if he’d just done a marathon in the hot sun.

“-once the Pythagorean Theorem is correctly utilized it leads you to a greater understanding of working out the formula for these shapes.” continued Cheerilee with gusto. It only took five minutes of math lecture before Rumble officially zoned out. Even in the back left of the room he wasn’t THAT far away… but today was different. The warm creeping feeling under his coat was making him glassy eyed and his mind started to wander.

Cheerilee was wearing a warm blue collared polo that was juuust tantalizingly too small for her. It hugged the contours of her generously sized breasts in a way that couldn’t be ignored. The hem of the shirt just barely reached the black skirt she was wearing, which meant every twist and turn flashed a subtle line of purple belly for all to see. Said black skirt was tight and hugged her hips perfectly. It ended about mid-thigh on her and displayed her thick, shapely legs.

“Mmm,” Rumble almost moaned out loud. He glanced down at his lap and noticed his very hard erection had snaked halfway down his pants leg. Cheerilee was usually boner inducing but not typically like this. Or this fast. His breathing was shallow and he could feel his heart-rate spike.

Luckily none of the other students had noticed. They were busily scribbling away or also staring off into space. Rumble tried to focus on writing down numbers but in his incredibly aroused and flustered state he realized it was futile.

He needed some attention.

Rumble shakily crept his left hand to his leg and gently massaged his aching rod.

“Ng,” Rumble bit his lip. That felt really good for just a touch! It was so sensitive and the pang of arousal was so strong he had to do it again. Nobody could see what he was doing anyway and he was pretty confident about his self control to play with himself just enough to tire out his demanding cock.

Rumble kept stroking and his cock just kept feeling better. The pleasure undulating in waves of pleasure. He imagined Cheerilee bent over her desk after class, her skirt hiked up and revealing her shapely, round ass. His teacher cooing his name and demanding a rough fuck before the day starts for school. Smacking the smiling sunflowers on her ass over and over again while she cries his name.

The erotic fantasy was so powerfully arousing he had to stop stroking and clench his fist to keep himself under control. His cock was throbbing powerfully in his jeans, and the minute sensations of the fabric just touching his erection were fanning the flames. He didn’t HAVE to touch his dick anymore. Rumble shifted in his seat and he swore it was almost enough to make him cum! Instead, he just felt on edge. After ignoring the building arousal and teetering on the precipice of orgasm for ten seconds Rumble gave up. Mess be damned he was going to cum.

Rumble placed his hand on his thigh to finish himself off and…

Felt nothing there.

Confused, Rumble scooted back in his seat a bit and looked at his pants leg. His previously strained jeans were now looser, and his formerly erect cock was much closer to his groin now. The small bulge in his pants looked like how it was flaccid. Yet when Rumble touched it the stiff organ twitched firmly and sent a wave of pleasure thru his entire body. His penis twitched, and then shrank another inch before his eyes.

It was like watching something die. Rumble felt a cold sweat break on his overheated body. This wasn’t normal. It had to be the potion doing this somehow! But why now? Why in class? Why was it making his junk smaller instead of bigger? Rumble scratched his itching chest while his mind raced for answers.

He tried to gingerly shift into a different seating position but instead only served to further stimulate his tiny cock. Another wave of pleasure shot thru his body and Rumble could only brace himself against the desk as what felt like some sort of mini-orgasm overtook his body. In slow pulses he watched as the bulge in his pants dissapeared completely with each orgasmic flex of his groin until…

Nothing. His penis was gone.

Rumble gulped heavily. That was the last time he ever took a potion.

The clock on the wall read that only 11 minutes had passed and Rumble stilll had 50 minutes to go to not somehow get caught that he’d just switched his sex in class. Rumble breathed deeply. He still looked like himself going by the plastic reflection of his notebook cover. All he had to do was relax. Relax and not worry about getting caught.

Unfortunately the potion he drank was working overtime.

Rumble idly scratched at his chest again and recoiled when he brushed across his nipple. The stab of pleasure was more pronounced than he’d ever felt there before. Making sure that nobody was looking, he pulled the front of his shirt forward as little as he could to peek down. Sure enough, his once unnoticable nipples had fattened and rounded to little dark grey nubs. Both of them stood erect on the dark hills of his newly spread areola; which were wider than silver dollars. He quickly stopped looking as to not draw attention to himself but the fabric rubbed against his nipples and he felt the twin peaks of pleasure pulse through him again.

He was growing breasts.

Small ones, sure, but for how long would they stay small? He still had a brand new sopping wet vagina tucked between his legs and that burning arousal was still there. Instead of feeling hard and powerful now he felt slippery… and receptive. Briefly the thought of a hard cock slipping between his new pussy invaded his mind.

“Nngh,” Rumble actually moaned. By Celestia’s grace the chalk in Cheerilee’s hand screeched at the exact moment and nopony heard. But the arousing thought caused his pussy to flex and his chest to throb. Rumble shook his head. All he needed was to sit to the bell.

But his mind was elsewhere. It was in Cheerilee’s bosom, writing around while she sensually made out with him on the school desk in front of the class discussing the proper ways to give relief to a horny mare in need and-

Rumble shook his head to snap out of it and felt something even more worrying: his hair. Reaching his hand up behind his head he felt his normally short head of slate grey hair extending down to mid-neck level. It also felt different. Fuller. Weightier even. He twisted his torso in his seat and saw not only his tail having grown longer, but his ass… it looked STUFFED into his normally well fitting jeans, and Rumble slid his hand down to it to confirm it was real. His ass and hips were slowly widening.

He was turning full on female.

The sensual thoughts made him twist back to attention and he became aware of another brand new sensation of his chest jiggling. His breast buds had graduated into an A cup and his nipples were poking up against his shirt already. It felt really, really nice and Rumble stiffened up. He undid his belt and quietly pinned his wings to his back to prevent any random wing boners. Last thing he wanted was to be on full display for every boy in the class to ogle at.

A sharp pain flashed thru his head and Rumble winced for a split-second. Then it was gone, and Rumble could breathe again.

Rumble sniffed the air and he felt his pussy throb even harder.

Because there were many more ponies enrolled than the classroom could fit, Cheerilee had split the classes into two and taught them on alternate days on and off. One class was mostly boys, the other mostly girls. Rumble was in the boys group and now he could feel it in the air. Was the room always this permeated with such strong musk? The aroma of masculinity drifted thru the air and Rumble sniffed the air again. It was almost intoxicating. Rumble didn’t even realize he’d planted one hand down to his soaked pussy.

Cr-e-e-e-ak

His once roomy jean shorts groaned as his legs packed on supple layers of fat in his thighs and ass. Now there were no hints of wrinkles except around his crotch as the space inside was greedily sucked up by his expanding assets. The sensation of massaging his needy pussy brought a silent gasp to his plumping lips. It was so good! His chest heaved and fell, the small breasts encased inside swelling larger with each breath. In minutes his buttoned up shirt was straining against a 34-C cup pair of tits, the dark nipples having lengthened another inch and seriously tenting the fabric.

Rumble had to stop. If he got caught he’d never live it down. He removed his hand and his pussy winked hard, demanding attention.

The damage done playing with himself for just a minute was enormous. In the semi-transparent reflection of his desk Rumble could really note the differences. His eyes had seemingly grown bigger on his face. Or maybe that was just a result of his longer, thicker lashes? His nose had shrunk and was slightly upturned. Gone was his squared off jaw: now his vaguely pointed chin and widows peak gave his face a vague heart shape. His hair had grown to his shoulders and had a subtle sheen to it now. And his breasts...

In his slim boys shirt they looked as if two melons were stuffed down into his chest. The erect nipples tented unmistakable peaks that would arouse any male. He traced his finger down the front and noted the already slightly strained buttons. Down at his waist the previous subtle traces of 6-pack abs were gone, replaced by a soft belly, his bellybutton deepset. His thighs were packed into his jeans now, the flesh bulging at the cutoffs, and then his ass.

Rumble didn’t want to look, but he could feel his new fat ass packed into the jeans. He swished his tail and felt the weighty mass of hair pulling it down. He slid down in his seat and realized by doing so he could kind of hide his new breasts. Not only had he grown, but he’d also shrunk in height.

He might have bigger breasts than Silver Spoon now.

The thought of surpassing the bustiest girl in class sent a flash of pleasure thru his body and his breasts surged into D cups breasts, and then DD. He arched his back and winced trying to control his urges, but instead one of the buttons broke off his shirt, revealing inches of light grey cleavage to anyone who was looking.

Rumble slumped forwards, crushing his fattened tits into the desk. Had anyone noticed? All the other students seemed to be focused on the math. Cheerilee was still carving numbers onto the board, her fat ass wiggling left and right.

Another surge of growth rocked his body and his growing breasts demanded space. Rumble leaned back and while adjusting his seat realized he’d shrunk so much that his hooves weren’t even braced flat on the floor. Only the tips of them were touching.

He had to stop himself. But he couldn’t. His big breasts were clearly outlined in his shirt and due to his sweating, the white fabric made it practically see through. Anyone who looked would see his tightly packed tits and fat, dark nipples if they pleased to look.

The musk in the air wasn’t helping either. In fact it only spurred his arousal further. His hair grew out down to his shoulder-blades, tip of his grey tail following suit. His pants tightened so much Rumble reached down to unbutton the clip. And a second later unzipped it too. The brief touch near his crotch spiraled him ever closer to another orgasm.

In his fantasy it was him and Cheerilee on the teachers desk, splayed over, naked, and moaning lewdly. Cheerilee was gripping the desk while being rutted with all her might, tits hanging out of her bra, eyes rolling up her head and drooling. Right next to her was Rumble, being fucked just as roughly and his own tits, bigger and fatter than his teacher pressed against the desks surface and undulating with each powerful thrust.

Rumbles shirt BULGED with the growth of his tits and two buttons popped out in the rapid surge of mass. His hips and thighs swelled. Tears appeared on the jeans legs and his rear where his tail jutted out. By the time his growth spurt ended he had absolutely surpassed Cheerilee’s generous rack. Maybe even then some.

That thought triggered another spurt and Rumble was more than certain. He had gone from losing his junk to fully endowed female in the span of twenty minutes. His face was beautiful, his ass wide and plump, and his tits had to be the envy of the town. Maybe even the royalty too. He could imagine their faces when comparing their willowy statuesque bodies to his sexy new curvaceous look.

Another spurt of growth kicked in and Rumbles shirt quivered. It was on the verge of exploding off his body! So impossibly stuffed to the brink with his huge new EE cup tits. The large melons pulled up enough shirt fabric that his soft midriff was now permanently exposed. Rumbles hooves dangled in the air above the floor, having lost maybe a foot of height. Maybe more? In any case the bell was about to ring and thankfully he had maintained his composure and nopony noticed he-

Rumble glanced and did a double take to his left. Pip was staring right at him.

He froze like a deer in headlights. Was he so engrossed in his own body that he failed to notice he was being watched? Nopony else seemed to have noticed but Pip had. The proximity was just far enough away. Could Pip tell what…

Of course he was. To make matters worse Pip was obviously stroking his own erection thru his gym shorts.

Rumble bit his lip. His mind immediately raced to the gutter. He was back on the desk in his sexy feminie body being railed by Pip, being fucked by his classmate who he formerly towered over, but was now shorter by a few inches. Then being pumped full of cum and screaming his name.

A powerful surge of arousal gripped Rumbles body and his shirt lost two more buttons as pounds of new breast flesh rushed forwards. Several inches of cleavage wobbled dangerously in the air. A few more buttons and Rumbles now enormous chest would pop out into the open for the entire classroom to see, all the boys and girls and Cheerilee ogling the tremendous tits he sported.

DING DING DING DING

The bell rang out right as twin tears erupted on Rumbles jeans, exposing his grey thighs.

“Now remember! Practice questions 1A-20A on page 149 for homework!” Cheerilee said sweetly. “I’ll be checking so do your work!”

Rumble hastily jumped out of his seat and swung himself behind it to try and hide himself, nearly falling over in the process. He had shrunk so much and his center of balance was completely off due to the weighty new mass on his chest. Unbuckling his belt wasn’t even necessary, as his torso had slimmed to give him an hourglass figure; the loop just fell and rested atop his widened hips. Rumble spread his wings and bolted out the door with his bookbag in hand.

Blooming Apple

“Didn’t work huh?”

Applebloom sighed and sank into the plush sofa of Garden Delights outdoor seat. She was enjoying a light brunch with Scootaloo and Sweetie Belle on their off day from school. Tomorrow they’d be on and would all have to pile in to class. For now, the trio could kick back and relax. Or at least two of them could.

“Nope, nothin’ doing Scoots,” said Applebloom, adjusting the sun hat Sweetie had lent her. “Are y’all really not feeling this heat? I’m dyin’ out here!”

Sweetie Belle rolled her eyes. “This is one of the most outright pleasant days we’ve had the past two weeks. It’s sunny but not hot, breezy but not cold. I don’t understand why you’re complaining so much.”

“Are ya sick?” Scootaloo asked, pouring another glass of ice water to share.

“Can’t be. I swear it’s just me bein’ out here,” complained Applebloom, graciously accepting the tall glass and downing half of it.

Scootaloo sat up in her seat and crossed her long legs. At a lofty six-foot two she was growing into a sight to see with her athletic physique and pert breasts. The black sports bra she wore contrasted nicely with her low cut white crop top , which showed off her hard-earned six-pack abs. They flowed right down into her matching black spats which so perfectly hugged her muscular ass they might as well have been painted on.

“If you’re sick just go to the doctor,” suggested Scootaloo, eying her friend with concern..

“Ahm. Not. Sick,” said Applebloom tersely. “Jus’ hot under the collar is all.”

Sweetie Belle giggled, her full bosom bouncing in the confines of her lilac sundress. “Is hot under the collar what you were doing yesterday with Rumble?”

Applebloom eyed Sweetie suspiciously. “How’d y’all know about that?”

“Your sister,” said Sweetie, sipping her lemonade. “Said you two may or may not have been fooling around in the old clubhouse?”

“Ugh,” Applebloom pointed an accusatory finger at Sweetie. “YOUR SISTER is a bad influence. Now she’s got mah sister gossipin’ too!”

“So… were you fooling around?” pressed Scootaloo, folding her arms.

“Nooo, Ah ain’t movin’ on your boy,” Applebloom replied.

Sweetie Belle laughed again and Scootaloo blushed. “Okay good.”

“You know he’s not your boy until he asks YOU out,” reminded Sweetie Belle.

Scootaloo shrugged. “He will. Rumble totally wants me.”

“Well,” Sweetie Belle put her teacup down. “I know Terramar wanted me because the last time I met with him… he told me.”

The other two girls bolted up in their seats.

“Really!?” they said in unison.

Sweetie Belle blushed and nodded.

“Awesome!” they congratulated Sweetie Belle and settled back down. “Anything else happen?” asked Scootaloo.

Sweetie Belle blushed madly but didn’t say anything.

“Did y’all kiss him?” asked Applebloom, feeling a creeping warmness starting to bubble up inside her.

Silence.

Scootaloo whistled long and low. “You HAVE to tell us! Tell us everything!”

“Okay, it all started when Terramar came to visit last weekend and I told you girls I was having Sunday along to myself. I had written him a letter earlier in the month to invite him. So he gets here and oh my gosh girls he got so tall,”

“How big is he?” asked Scootaloo.

Sweetie Belle tapped her chin. “Oh gosh he had to be like over seven feet tall or something like that. Absolutely bigger than your brother, Applebloom. Where he lives they ALL get that tall.”

Applebloom gasped.

“Not as beefy though. But he was still strong. Anyway, so he comes over and we’re just hanging out and enjoying each others company talking about stuff and we were really hitting it off! I haven’t seen him in a few years and of course I was talking a bit about him! His height, how he looked… You don’t just ignore a friend of yours changing like THAT after all,” she blushed, giggling softly. “So he started complimenting meee and we decided to take a dip in the lake because it was hot out.”

A rakish grin crossed Scootaloo’s face. “You totally wanted him at that point. Don’t lie!”

Sweetie Belle looked away sheepishly. “I put one of Rarity’s bikinis instead of mine. The purple diamond pattern ones that I wore that one time at Diamonds pool party.”

Applebloom gulped and nodded. The image of her in that suit resurfaced in Applebloom’s mind and was promptly burned into the forefront. That bikini was two sizes smaller than what Sweetie’s curvy body needed. It was a last minute mistake Sweetie had made and strapped over her plump assets was borderline obscene. The fabric didn’t even fully cover her pink areola and the bottoms were nearly threadbare. Every boy at the party was practically glued to Sweetie that day.

“Okay you know you wanted him,” affirmed Scootaloo, leaning in closer. “Then what?”

“Well,” Sweetie was almost beet red at this point, and began fanning herself with the drinks menu. “He had on his trunks and we took a dip together. I think he caught on as soon as he saw my suit but I wasn’t being exactly subtle. So we’re swimming along together and chatting and being like, play frisky. I decide I want to jump off that flat rock near the northern part of the pond but we were already splashing and the surface was slick. I fell.”

“And?” Applebloom felt a tingling in her loins.

“He caught me in his arms as I hit the water,” Sweetie said dreamily, twisting a lock of her curly hair. “He asked if I was okay and I said yes and I could feel that one of my breasts fell out of my top but we didn’t say anything…we were looking at each others eyes and then we leaned up and kissed hard.”

“Awesome!” said Scootaloo. Applebloom said nothing, but her mouth felt very dry all of a sudden and her groin ached.

“We kissed for a few minutes and he was such a good kisser! Like, actually taking my breath away girls! I was kissing him hard and then we changed around our position where he was holding me up by like, under my thighs, and I could feel my breasts squished up against his chest. It was so romantic and sexy. And slippery! We were all over each other for like five minutes! And then-”

As Sweetie Belle prattled on Applebloom became more and more aroused than she already was. It felt like her whole body was tightening up like a spring in anticipation. Just how lewd did Sweetie Belle get with Terramar? Was he really that into her? Sweetie Belle’s body was sexy sure but that sexy? Applebloom never got her hands on Sweetie’s tits but maybe she should to-

Applebloom shook her head. A sharp pain flashed in her skull for a moment and then vanished.

“-then I could feel… it. Poking me a little in the back while he was standing behind me in the water.”

“Holy Celestia keep going!” Scootaloo buzzed her wings. “This is so hot!”

“Yea, it sure is,” grunted Applebloom, leaning forwards and adjusting her clothes. Why were they so tight on her all of a sudden? Her sleeves were rolling up and her shorts felt weird. Like they didn’t fit right.

“So I ask him how big it is and he goes ‘would you like to find out’ and I say yes, so he picks me up under the arms and then he slides his… cock in between my legs while he’s holding me, so I’m sort of sitting on his penis but not with my full weight,” continued Sweetie.

Scootaloo’s jaw dropped.

“It had to be two feet long and thick at the base like a cola can,” Sweetie whispered, "it was even thicker at the base between my legs. So, I start touching it and stroking it and I keep guessing how long it is but I kept guessing wrong. And it’s so warm and hard and throbbing between my legs, and he’s dripping stuff into the pool from the tip. Then Terramar asks if I want to feel how big he is.”

Applebloom felt like she was snorting steam at this point. Her head was swimming and her heart pounding and she wanted to rip her damn forsaken ill fitting clothes off. She could smell how aroused Sweetie, and especially Scootaloo was. The smell was delicious and it was making her drool. Appleblooms groin was twitching madly and it took every ounce of willpower to not reach down there in public.

“So I slide off him and I pull myself up on the flat rock and lay down on it, and stick my booty in the air and swish my tail at him. He comes over and pulls the bikini bottom to the side and he puts just the tip inside of me and girls it was so BIG right off the bat. To just have the big tip in me and I was squealing.”

Applebloom exhaled and reached over to grab a napkin to dab at her forehead and paused to look at her arm. Was she always this buff? She looked like she had Scootaloo’s physique. Applebloom checked her other arm and noted the same, seeing that her sleeves had rolled up almost to the armpit. And her shirt was ridden up too…

“Then Terramar leans back and pushes almost the WHOLE THING inside of me and I lose my mind girls,” Sweetie fluttered her eyes shut and leaned back in her chair with a dopey smile on her face. “He’s pushing into me real nice and slow and squeezing my butt, rubbing my back and playing with my breasts. Celestia it was amazing! I had to stuff my hair in my mouth so I wouldn’t scream so loud. He was SO BIG. His penis filled me like, really. I could feel every vein on that shaft of his.”

Applebloom slid a hand down her front. Abs? When did she get abs? And what was that in her pants? Did she have a baton in her pants or something from earli-

Applebloom froze in her seat. She had a penis in her pants.. That was HER penis.

“-and then after my second orgasm he held me tight and he came inside of me and then I came again-”

The shorts Applebloom had on ended about mid thigh and thanks to her height increase and new muscle they had become uncomfortably tight. Her growing cock slipped out of her panties and the tip was snaking out along the inside of her thigh. This was really bad. She had to jet before the girls noticed.

“Did he get you pregnant from that!?” whispered Scootaloo, on the edge of her seat.

Sweetie Belle shook her head. “Noo, I wasn’t in heat. But could you imagine ME pregnant? I would look terrible in this dress!”

Applebloom did imagine Sweetie Belle pregnant: Plumped up tits resting on a rounded white belly, widened hips and ass, donned in an amazing outfit designed by her sister that showed off her motherly body.

The lurid thought sent a short wave of growth pulse through Applebloom’s hardening body. Her new cock stiffened and grew in length and girth; warm, wet sticky liquid oozed from the tip. In another minute her clothes were going to rip right off and then she’d be exposed.

Being at the edge of the booth was Applebloom’s only saving grace. “Scuse me,” she grunted out before sprinting to the bathroom in a hectic trot.

“What’s up with her?” asked Sweetie Belle, peering at Applebloom disappearing into the mares room.

“Dunno. Probably because she ate too much brunch,” Scootaloo glanced disapprovingly at the pile of dishes. “She’s lucky that french toast was all you can eat today. Anyway, did you go down on him too?”

Soon as Applebloom slipped into the ladies room she latched the door behind her with a loud CLACK. Lucky her it was a single pony restroom and not a row of stalls. Applebloom awkwardly waddled over to the sink and stood up straight to survey the damage. She winced at the sight of herself.

Where a slim young mare once stood was now replaced by a taller, beefier stallion. Muscular pecs stood in place of her once small undefined breasts and were comically stretching out her now totally useless bra. The hem of her shirt fell right above her bellybutton and new row of abs, leading down to her… it wasn’t even worth calling a bulge at this point. Her fat baseball sized nuts were packed and clearly outlined by her tight shorts and worthless panties, unceremoniously shoved aside by the growth of her ridiculously big penis.

Her cock was pulsing urgently against her inner thigh and drooling precum onto the floor. It was as long as her new, muscled forearm and almost as thick. A few light splotches decorated the dark shaft and was criss-crossed with big noticeable veins.

“Consarnit!” Applebloom said. She gasped and put a hand over her mouth. That voice wasn’t hers. It was deeper! She sounded like a boy! Like a manly stallion.

“Lousy potion was botched beyond belief,” groaned Applebloom, wincing at her new, deeper voice. She carefully slipped her bra off without taking off the shirt (mostly because she felt it would be impossible to slip back on) and proceeded to remove her more elastic spats. Applebloom paused for a second, then removed her signature bow. Right now she didn’t want to be recognized. Tossing her female undergarments aside Applebloom marveled at the size of her erect cock in the mirror. It had to be almost a foot long.

“The hay am ah gonna do…” she groaned, one hand still clutching her shorts. They had to go back on, but not while her massive new cock was at full mast. If it were soft she could stuff her junk into the spats and make a break for it before her friends could realize what was going on. The new muscles in her calves and thighs promised speed and power. But first the erection had to go.

Oh!” Applebloom facepalmed. It hit her! All she needed to do was cum. In Sex Ed Applebloom remembered that after mating the male organ would soften after orgasm. Knowing that this could get messy Applebloom walked over to the toilet, her heavy hooffalls clicking against the tile, and raised the lids.

Having heard more than one secondhand lewd story Applebloom wasn’t unaware to stallion parts or how to please them. She gripped her shaft tenderly, feeling the welcome sensation of her fingers against the warm, fleshy skin. With a slow motion she glided her palm up the length to the tip and down to the medial ring. It felt so good already! Applebloom moaned deep, repeating the motion a few more times.

The tip of her cock was leaking even more precum now and helped lubricate her shaft. Applebloom could feel an orgasm building fast. Much faster than as a mare and Applebloom almost doubled over at the powerful sensation in her loins. It was happening that quickly! Which was fine by her. The faster she blew her load the faster she could get out of here. It felt like she was almost there. Applebloom changed her position to point her throbbing cock at the toilet. Just a little more tugging

Knock Knock Knock

“Applebloom? Are you okay in there?,” Sweetie Belle said through the wooden door, “If you want I’ll come in and like, hold your mane back or something?”

At the sound of Sweetie Belle’s sonorous voice Applebloom flashed back to the image of her in that tiny bikini, and the still fresh in her mind story of being fucked by Terramar. Her balls tightened and her shaft surged.

“Uuuhhhhnnnn,” she groaned low and loud, her cock lurching and firing jet after jet of hot cum straight into the bowl. Each long strand of cum was punctuated by a noticeable GLEWP GLEWP from the force of her orgasm.

“Oh my! Uhh, I guess you weren’t throwing up!” Sweetie Belle said, her voice filled with disgust. “Feel better in there! Uhh, see you later!”

Applebloom’s orgasm continued, but instead of petering out it got more forceful. She forced her eyes open just as the first long tear ripped straight down her expanding back.

“Ohh! Oh FfFfFfuuuuck,” she grunted, her body surging with growth. Her muscles thickened and swelled, her limbs lengthening, chest swelling, balls swelling. Every spurt of her jerking cock expelled more and more cum into the bowl. That too was growing. Every second it was getting thicker and longer and spreading her fingers wider apart.

R-R-R-R-R-IIIP

Applebloom unconsciously flexed her body and her shirt completely tore in two long pieces at the front, followed by her chest and sides when she reached back to feel her bare exposed coat.

Finally, her cock lurched a final time and the deluge of jizz ended. A semi-clear droplet formed at the tip and dripped to the floor.

“....fuck.” Applebloom said morosely. The toilet bowl was filled with her cum. Not to the point of overflowing, but definitely to the point of not flushing down. If this were an outhouse she’d be perfectly fine. The wall behind the toilet was blasted with twin ropes of jizz right when she’d flinched at her shirt ripping. Otherwise all of her cum made it to the bowl. She looked at the now much beefier cock in her hand. It looked like it doubled in size. Her fat nuts had swelled to the size of softballs and felt much weighter dangling between her oaken thighs.

Applebloom gulped and walked to the mirror.

She had to step back a bit to see herself now. It looked like that orgasm shot her body up another several inches. The muscular physique she sported now more than matched her brothers. Perhaps even better, Applebloom noted, watching the melon sized bicep pop up under her coat. There didn’t seem to be an ounce of fat on her now. Her face had changed too, becoming more masculine and defined. Applebloom ripped her tattered collar off her thicker neck and threw it to the side to admire this new body completely bare.

“If only this were for the right one,” Applebloom muttered. Sounded like her voice dropped another octave too. She grabbed her spats and gingerly put them back on. Thanks to the miracle of spandex she managed to stretch the bottoms back on. It was worse than before of course, considering how obscenely her flaccid cock and balls bulged out from her groin. The top of her flaccid cock was even visible as there wasn’t enough fabric to cover everything. It only served to prevent her package from bouncing around all over the place as she ran.

Applebloom grabbed her clothes. Counted to three in her head and bolted out of the bathroom stall towards Sweet Apple Acres.

Clubhouse Clop

It was just after noon when Applebloom made it to the old clubhouse. Shockingly her run from town was in record time. She didn’t even have to stop for a breather! Although she did have to stop to stuff her package back into her tiny shorts. The sensation of them flopping and undulating with every step had turned out to be more painful than she imagined and awkwardly had to place her hand on them to keep things steady during the run. Has anyone invented a sports bra for stallion junk yet?

Applebloom carefully climbed up the wooden steps. With how today's luck was going her meatier hoof would break through the boards before she even got to her potions book. Ducking to fit inside she squeezed her broadened shoulders and saw a mare sitting against the far wall with her legs crossed.

“S'cuse me this is a private clubho- Rumble!?” said Applebloom with shock.

Rumble nodded, stiffening up. “I just realized that we might have switched potions yesterday,” he said, in a much airier, higher pitched girly voice.

“Just...uh. Wow. Ah didn’t even recognize ya,” Applebloom gawked at Rumbles new body. Long mane and tail, big full lips in an adorable pout, large pretty purple eye with thick lashes, thick thighs and thick legs, cute face with a small chin framed by his dark locks, and the chest on him looked bigger than anyone she’d ever seen before. Those fat breasts bulged obscenely from his shirt and it looked like their size broke 4 or 5 buttons. The canyon of cleavage on display was nothing short of pornographic and only the very top and a few bottom buttons held the line from nudity. Not that the white, sweat soaked shirt didn’t reveal wide dark areola or plumped up nipples poking through the fabric.

“OKAY! I get it. I’ve got big tits,” Rumble snapped and folded his arms, startling Applebloom.

“Uhh, sorry. Ah didn’t realize ah was staring but ya can’t really blame me,” retorted Applebloom. “Both of us went through some pretty dramatic changes today.”

Rumble sighed, getting to his hooves. “I wasn’t trying to be a jerk but I feel really… emotional right now? Like before you got here I was really mad then I started crying and then I was mad at myself for crying about this because I was reading your potions book and saw the antidote mixture-”

“Oh! Great!" Applebloom finally squeezed into the clubhouse door only to bang her head on the ceiling.

“OW!” she fell to her to her knees and rubbed her head. The ceiling used to be just tall enough that her bow would lightly graze the wood. “Ah shoulda thought about that.”

Rumble walked over and stood in front of Applebloom with his hands on his hips.

“Well, either you're the worst potion brewer in history or it looks like we drank the wrong potions,” said Rumble wearily, eyeing Applebloom’s impressive male physique. “I’m going to partly blame your sister for this mess because she’s the one who distracted us right before we drank.”

“Uh-huh,” replied Applebloom, still on her knees. At their current heights and positions Applebloom’s was eye level with Rumbles impressive new cleavage. “Welp, y’all got my dream body Rumble. How’s it feel?”

Feel for yourself crossed Rumbles mind and he bit his lip. Did he really just think that?

"Feels small, soft and wet,” he said, eyes wandering to Applebloom’s impressive traps and arms, to her big, meaty pecs and further down… “and yours?”

“Big, strong, hard a lil’ cumbersome I got to say,” Applebloom sniffed the air not too subtly. “Y’all smell really good by the way.”

“You too,” blurted Rumble, blushing madly. Why was he blushing now? And his heart was racing. It wasn’t untrue. The musky scent of sweaty hunky stallion was wafting under his nose and starting to invade his thought processes.

“We should uh, whip up this antidote,” Rumble said with a nervous grin, his face hot as he twirled a long lock of his dark mane. Stop blushing dammit!

“Let’s do this!” Applebloom loudly clapped her hands and shuffled over to the bench. Luckily there was a worn carpet on the floor that prevented any splinters.

“It’s a good thing I thought to gather up all the antidote ingredients yesterday, right Rumble?” said Applebloom shakily, trying to whip up any kind of conversation after a long stifled silence.

“Yeah,” Rumble swallowed, wiping his forehead where sweat was already beading. “It was.”

Applebloom awkwardly continued assembling the potion in one of the larger beakers she had on the desk. It was a bit more difficult than yesterday due to her bigger hands making the fine adjustments sloppier than they should be. Thankfully Rumble was there to offer assistance with some of the more delicate procedures with his smaller, narrower fingers. He held the smaller test tubes and went about pouring in pinches of powdered ingredients at Applebloom's direction.

The small room was rapidly heating up. The midday sun was hot and in under 10 minutes they were both dripping with sweat. With no ventilation or air flow the only things swimming around the hot room was the heat and combined musks. It was so muggy in the clubhouse that the windows were fogging up. The two were practically inundated with the heady aromatic mixture they’ve naturally created.

“Jeez, Rumble,” Applebloom practically panted, wiping her forehead for the third time in a minute. “Why did y’all close ALL the windows? I’m dyin’ in here.”

Rumble spread his wings and slowly flapped to provide some airflow. “I locked the windows in case any unexpected guests would pop in here.”

“Sure.. I guess,” Applebloom corked two of the crushed mayflower seeds mixed with spring water and shook the vial. Out of the corner of her eye she watched the rise and fall of that over-large bosom with each gentle flap. Every smooth wing motion seemed to stretch and release the tension on Rumbles chest. It looked like the sweat-soaked fabric was ready to give.

A familiar heat crawled through her body and Applebloom felt her cock starting to stiffen. Feigning a cough she inched herself closer to the desk to obscure her encased crotch.

“Alright, nearly done. Next ah need to grind these leaves into a fine, watery paste,” Applebloom dragged her finger across the line to ensure she got it right. “Rumble can y’all grab me the mortar and pestle from the trunk across the room?”

“Sure,” said Rumble, rising shakily up. Applebloom watched the wiggle of his hips and sway of his fat ass packed into those tiny tiny jeans shorts. It was almost hypnotic and Applebloom felt her cock plumping painfully in her spats. She reached down and gingerly slid it out and aimed it through one of her pants legs. In her haste the fabric tore but at least her growing cock had room to breathe…

Rumble opened the lid and sighed cutely at the mess. “What does a mortar and pestle look like?” he asked, looking over his shoulder.

“Like uhhh, bowl with a stone thingy in it,” replied Applebloom, one hand fondling her ball-sack.

Rumble sighed again and flipped his sweaty mane around. “Is it heavy?”

“Yeah…”

“Then it’s probably at the bottom of the trunk,” he replied, bending forwards to reach into the mess of equipment.

RIIIIIIIIIIIIIIP

Instantly the thing tears that had formed earlier in class around his growing assets tore wide open in this bent over position, revealing oodles of thick, grey thighs and rump. Bared right at the big hunky stallion watching behind him. Rumble eeped and instinctively covered his ass, wings flaring out in surprise as he stood up and arched his back to look behind him.

Applebloom stared harder than daggers but turned away. The image of that fat ass almost bursting through those pants was so painfully erotic that her erection throbbed. Precum was streaming from her tip like a faucet.

“Just, ignore that, please,” Rumble was beet red and carefully walking back to the desk. He settled down next to Applebloom. Rumble was keenly aware of her powerful arousal. Every minute or so his pussy would flex lewdly and send small lashes of pleasure through his body. The last time he actually heard it too.

Rumbles sweat soaked shirt was doing nothing at this point other than to hold his mammoth breasts in place. It was like he’d had a bucket of water dumped on him and sweat was rolling down the expanse of cleavage on display.

“Can y’all hold the bowl steady?” Applebloom asked, placing all the leaves inside.

Rumble inched closer until their legs were almost touching. He held the bowl tight with his dainty hands. “Okay, got it.”

“Thanks,” grunted Applebloom, placing the pestle into the bowl with her left hand. At the moment her fully erect cock was pressing against the wooden bottom of the desk and the last thing that needed was a splinter. So Applebloom grabbed her sticky shaft by the medial ring with her right hand and held it down a bit. The warm flesh throbbed happily against her palm.

“So uh… when ah… changed,” Applebloom said, while grinding the leaves into paste. “Ah managed to uh, sneak into a restroom an’ hide.”

Rumble was watching the muscles flexing in Appleblooms arms during the mortar process. “Uh-huh.”

“Ah don’t think ah got caught. Scoots and Sweetie didn’t seem to notice,” she continued, trying to not stare at Rumbles enticing cleavage. “Almost did. Lucked out… did you get caught when you swapped?”

Rumble gulped and then sighed cutely, eye fluttering to look away.

Good lord that’s so fucking cute.

“Yeah…”

Applebloom paused, her boner twitching in her hand. “Who caught ya?”

“I know Pip did for sure but that’s it,” Rumble looked up at AB with his big violet eyes. “I really hope he keeps his mouth shut.”

“Me too,” Applebloom thought back to the toilet she’d cum-clogged earlier in the day. “Any idea what set off the potion?”

“Cheerilee,” Rumble replied, his chest starting to rise and fall quicker. "That's what it feels like."

That piqued Applebloom’s interest. “How so?”

“I don’t want to say,” Rumble sighed, shirt straining dangerously at the last two buttons.

“C’mon, she say or do something? This could help figure out what makes this potion tick!”

“Okay… I was sitting there listening to class and I was feeling… horny and bored and I started thinking about Cheerilee. I was picturing myself having sex with her.”

Applebloom felt her cock jump. “Go on…”

“Me, having sex with her on the desk, pounding her in the ass and slapping her rump and stuff,” Rumble extrapolated, "and that’s when the first changes started.

“So then my… ass and breasts started growing,” Rumble continued and tapped the top of his chest, causing the weighty mass to jiggle tremendously. “And I was focusing on that at first but…”

“But…?” Applebloom licked her lips, feeling a powerful warmth spreading through her body. It felt like her cock was swelling in her grip. Or was it just her imagination?

“Halfway through before I got like this I started fantasizing like… Cheerilee was sprawled on her desk getting rutted… but instead of me giving it to her from behind I was next to her on the desk getting fucked from behind with her, and me and her were playing with each others breasts,” Rumble concluded shakily.

THUNK THUNK

Rumble took a surprised step back at the noise only to trip on his much longer tail, tumbling to the floor with a light thud. Immediately Rumble gasped and snapped his head to the door, chest heaving.

“Rumble!” Applebloom swiveled around. “Are you alright?”

“Uhh?” Rumble panted heavily in fear of being caught. “What do we do?” he hissed, still staring at the door.

Applebloom stared hard at Rumble, reclining back on the floor propped up on his elbows in the sexiest accidental pose ever seen on this planet.

“That wasn’t the door Rumble that was me hitting the desk… yer little story got me… excited.”

Rumble looked over at Applebloom and finally saw it. The foot long cock sticking out from her body. Long, thick, veins pumping up the length of the shaft and drooling pre-cum down the length of the shaft and onto the floor. As if it were responding to attention the rigid pole jerked and a stream of clear fluid splattered onto the floorboards.

Rumble shivered and groaned at the sight of it. This powerful male body only feet away reeking with musk and virility. An immense surge of arousal wracked Rumbles body-

POP POP

Causing the last two bottom buttons holding his shirt together to give up the ghost. Both bulging breasts popped out into the open, shuddering on his chest as they rapidly grew in size. Rumble trembled through the sensation and pitifully reached up to cover himself. His tiny hand covered up a laughably small portion of just his fattened nipple while the breast-flesh swelled and ballooned ever larger. Their cup sizes climbed the alphabet to G, then H and I, until finally around a J cup the pins and needle sensation of growth ceased.

Rumble fondled his bare, upper body and hefted his one tit, admiring the size and new weight before letting it go to fall back down to his chest with a wet SLAP

“Rumble,” began Applebloom softly.

“Yeah?”

“Do you want to have sex right here, right now?” Applebloom blurted out as directly as possible.

The question of sex hung in the hot air of the clubhouse: a bombshell that was swiftly dropping.

“...fuck me,” Rumble finally said.

Applebloom tore the useless shorts she had on off like tissue paper and approached Rumble, who carefully rolled over to get on his hands and knees. Thrusting his fattened ass out at Applebloom spread the rips in the fabric even wider. Not seeing any more use for clothes she grabbed the fabric and ripped the tattered jeans off Rumbles body.

Rumble squealed at Appleblooms touch and flagged his long tail to the side. Without any fanfare she lined up her cock with his winking hole and thrust inside.

It was heaven. Warm, wet, and ungodly tiiight. Applebloom managed to shove the entire length of her cock inside with one strong roll of her hips. Almost immediately she felt Rumbles tunnel pulse and give her entire shaft a rippling squeeze around the meaty length drawing a guttural moan of pleasure from the large stallion. Applebloom placed her big hands on Rumbles hips like it were the most natural thing of her life and pulled out to the tip, before thrusting in again.

Rumble’s body felt electrified. Every touch on his diminutive sexy body sent lashes of pleasure that lingered and built in his brain. The marathon of thoughts, concerns and grievances that led to this moment evaporated the instant Applebloom’s plump cock plunged into Rumbles soaking wet pussy. Penetration like this was completely alien feeling but now to experience it was a kind of nirvana that wasn’t even comparable. Rumble could feel every bulging vein traveling up that shaft. The feel of that cock throbbing when slammed back in. An orgasm was building within him the second they started fucking and now it was reaching its crescendo. Rumbles mind blanched and his body spasmed as a powerful orgasm wracked his little body.

Applebloom groaned loudly as Rumbles cunt rippled and flexed around her thick cock. It was rhythmically pumping her shaft, desperate to coax the seed out and into his new womb. The room was practically a sauna at this point and the heat was almost unbearable. Applebloom sucked in the delicious ambrosia of their combined scents like it were perfume. It only fueled her erratic unfocused thrusting further.

After Rumbles fourth straight orgasm Applebloom hit the brink. She felt her big body tense and balls clench. Her cock became harder still and the tip flared, plugging itself deep in Rumbles thick, mewling body. A tiny voice in the back of her head was scolding her to pull out now but the roaring incoming orgasm drowned it out. Applebloom’s shaft surged and unloaded pints of warm hot cum into Rumbles eager pussy.

“Ah,AH, AH!” Rumble panted at each pulse of semen surged down that turgid shaft. He could feel it in his core. The hot juicy loads of jizz painting his insides white with every concurrent surge. Rumble threw his head back and came again, massaging his pendulous tits in pure ecstasy at being bred by this huge fertile male.

Applebloom’s orgasm continued, just going on and on and on. More and more jizz pouring through by the second. It felt like before in the bathroom but a million times better!

Applebloom felt her hair brush against the ceiling

“Uhn, fuck!” she grunted, glancing up as her body surged in growth, cheek hitting the ceiling. She was growing again! The inches flew by as her body swelled, muscles bulged out and increasingly less space became available for Applebloom to fuck Rumble comfortably. When she hit seven feet, instead of crouching she simply fell forwards and braced her powerful arms against the floor, rolling her hips in tune with the orgasm.

Plus her cock was growing too.

Every spurt added a new inch or so to the length of the already thick foot long cock planted in Rumbles spasming pussy, as well as its girth. Rumble squealed and jabbered incomprehensibly as his already overstuffed pussy stretched around the size of the rigid invader spewing its payload deep into her womb and the powerful sensation drove him over the edge a fifth time, the added lubrication of his juices letting Applebloom thrust in and out with more ease even as her cock doubled in size.

Finally, after what seemed like an eternal flow of jizz, Applebloom pulled her cock out of Rumbles hole. It reflexively jerked and spewed one more rope of jizz once the tip was out, marking Rumbles grey wing-feathers and fat ass with a stripe of white. In the hot, dark confines of the small room there was steam coming off the turgid flesh of Applebloom’s cock. She squeezed her softening shaft and caressed her fattened nuts with pride at the sight of her handiwork: a panting, satisfied, fertile mare successfully seeded with her cum.

Applebloom snorted and eased herself down next to Rumble and sighed happily, arms spread wide on the floor. After about thirty seconds of laying in the aftershock of such powerful sex Rumble also joined Applebloom, sidling up next to her and resting his head in the crook of her arm.

“Wow…” Rumble said dreamily. “That was… the most… amazing thing I ever felt in my life.”

“Tell me about it,” Applebloom said, pulling Rumble closer so he could rest his head on her chest. She unconsciously reached down to cup Rumbles fat ass, “ah kinda… wow. What do we even talk about now?”

“My heart feels like it’s going to explode,” Rumble nuzzled his head against her beefy pectoral. “How do you feel?”

Applebloom’s eyes felt heavy. “Like ah wanna take a nap after that,” she slid her hand up to play with one of Rumbles fattened breasts. It was warm and heavy; Rumble coo’d as she played with the erect nipple.

“I think we could go for a nap,” Rumble yawned slightly, "and then we can drink that potion thing."

Applebloom shut her eyes and smiled.

"Ah couldn't agree more."

Stealth Sex

“Welp, that’s it for these old things,” Applebloom sighed, throwing the crumpled remains of the cotton window curtains though the open window of the clubhouse. They fell to the floor with a wet soggy plop.

Applebloom and Rumble had both ripped off the curtains with the intent to use them as impromptu clothes after tearing off their former digs in a lust fueled romp within the clubhouse. Unfortunately the aged fabric was coarse and itchy. Not even the threat of nudity was worth wearing old curtains for more than five seconds. So the two had used them as towels to dry off their sweaty bodies.

“I just don’t want to be seen like this,” Rumble replied, preening her wings of the dried cum that had landed there twenty minutes ago.

“Ya won’t. We’re in a nice, secluded spot in the orchard. Not to mention since the Crusaders stopped using it we haven’t exactly been keeping the grass cut and the shrubs tidy…” Applebloom said, scanning the area. At her newfound height he could see pretty well and since the vegetation was so overgrown it actually wouldn’t be feasible for even an in flight pegasus to spot them.

In fact the trail leading here was mostly overgrown to the point of total obscurity. It was a little sad.

Rumble slowly wiped off the the last of the matted sweat between her huge J-cup breasts and tossed the rag aside as Applebloom looked around. Standing next to this Adonis of a stallion was a stark realization of how much they’ve changed in the past hour. Applebloom was seven feet of powerful, sexy stallion and Rumble was five feet of small, sexy mare. This discrepancy between their heights was huge. Rumbles eyes came to about an inch below Applebloom’s beefy pecs. And further down…

Since they’ve eloped, their bodies more or less relaxed. Rumble wasn’t craving sex the minute she’d woken up from their impromptu nap and neither was Applebloom. Out in the open the light breeze had helped them cool off. However, the sun was still beating down and there was no shade. At the moment Rumble was staring at Applebloom’s groin again: the sheath housing the two-foot pole of cock that was just slamming into her rear an hour ago wasn’t even fully retracted. About 6 inches of it were hanging out there, resting on a pair of softball sized nuts.

“Well, the coast is clear,” Applebloom finally said, satisfied he couldn’t see any ponies nearby.

“What’s your point?” asked Rumble tersely.

Applebloom balked. “Huh?”

Rumble spread her wings and flew up to meet Applebloom eye to eye. “We can’t turn ourselves invisible. How are we going to get home without being spotted? How are we going to hide from our family and friends until midnight? I know we aren’t staying in the clubhouse after THAT so… what’s the plan?”

“Uhh,” Applebloom blinked, trying to not stare at the twin pair of fat breasts dangling right in his face. “W-well, ah reckon we could make some clothes out of the leaves-”

“Are you joking?” Rumble interrupted, cocking an eyebrow. “We ripped our old clothes. The curtains are toast. But leaves?”

Applebloom scratched his red mane. “Why do y’all think that’s a joke?”

“How do you bind it together without string or rope? How do you get enough to make it stable and cover our bodies…” Rumble sighed, “How do you know for sure that you aren’t strapping poison ivy onto your penis? Do YOU want an itchy rash on your balls?”

Applebloom shuddered, a familiar arousal building in his body. Even being lectured at, the sexual attraction he felt to Rumbles titillating body was insane. He felt his cock stir and a few inches of meat slip out of his sheath.

“-plus I don’t want an itchy rash on these,” Rumble flipped her body from horizontal to vertical and hefted her enormous grey tits. “Plus I don’t know about you but moving fast with THESE probably hurts! That’s why Scootaloo wears sports bras! Even though she doesn’t have big fat monster tits they still move!”

“R-Right… listen. Calm down a lil’ now. I hear ya. Yer right,” Applebloom was staring at Rumbles tits, not her face. The breeze died down and Applebloom could smell the arousal wafting off her. “Odds are if we head home now we’ll be spotted easy. Sundown is at… seven today. We could just wait for that.”

“Don’t you have like, a bigger clubhouse to stay in?” Rumble let her tits go and planted a finger in Applebloom’s chest. It was partly to make a point but Rumble was starting to feel horny as well and mostly just wanted to touch Applebloom’s big sexy body.

“No…” Applebloom swallowed, feeling his cock rapidly plumping up. Any second now it would brush against Rumbles calves. “We’ll just stay here and wait. The last ingredient needs to be exposed to the n-night air anyway. It’s not a big deal.”

“Actually, it kind of is a big de-”

Applebloom put his hand over Rumbles mouth and pulled her into his chest, stepping backwards into the thicket closest to them.

“Mpmmpff?” muffled Rumble into Applebloom’s palm.

“Applebloooom?” called out Sweetie Belle’s light, airy voice. “Are you heeere?”

“Why would she come back here?” questioned Scootaloo, following Sweetie into the small clubhouse clearing. “I think it’s been a year since we visited the clubhouse.”

Rumble panted against Applebloom’s hand. Scootaloo and Sweetie Belle had walked into the clearing and were milling around. Appleblooms heart was pounding in her chest, both out of fear and from having Rumbles ripe body pressed against him like this.

“We always used to meet here when something’s wrong. We haven’t seen Applebloom since brunch!”

“Well yeah, you said it sounded like she had bad diarrhea,” snorted Scootaloo, climbing up the stairs. “Hey, the windows are open! Somebody’s been in here!”

Rumble could feel Applebloom’s heart pounding against her breasts. A strong, thump-thump that was rapid and insistent. Applebloom released his hand from Rumbles mouth and let the small mare breath.

“What do we do?” whispered Rumble, her forehead breaking into a sweat.

“Shhh,” Applebloom hissed, re-adjusting his grip holding onto Rumble. In an effort to make it easier, Rumble pressed himself up closer to Applebloom, wrapped her legs around his beefy trunk and threw her arms around his neck for support. Now they were as close as they possibly could be and Applebloom was loathe to keep holding Rumble so carefully. She was light already being a Pegasus. Almost like on autopilot, Applebloom caressed Rumbles backside as the other two crusaders investigated the clubhouse.

“Hey Sweetie! Somebody was rutting in here!” called Scootaloo.

“What!?” Sweetie Belle alighted herself in magic and floated up to the railing. “Really?”

“This place smells like sex. Like, hours of sex,” continued Scootaloo, “There must have been like a secret orgy up here.”

The close contact between Applebloom and Rumble was resulting in much quicker mounting arousal. Rumble began caressing Applebloom’s strong back muscles, and panting slower, deeper. Applebloom hadn’t stopped himself; and the result of his building arousal was now prodding between Rumble’s cushy butt-cheeks.

Rumble pulled her face away from Applebloom’s neck and stared into his golden yellow eyes. Her mouth was open slightly and giving Applebloom serious bedroom eyes. Applebloom flexed his groin in response, his erection pressing against Rumbles rear insistently. This was really really hot being like this but at the same time, Applebloom did not want to get caught right now, even with this unbearably sexy mare in his grip slowly grinding her ass on the tip of his cock.

“I found some weird bowl in here too!” Scootaloo said in surprise, holding up the mortar.

Applebloom flinched and loosened his grip on Rumble, who slid several inches down onto the hard cock probing her pussy.

“EEe!” Rumble squealed.

Applebloom’s hand clamped over her mouth, but not fast enough.

“What was that?” Sweetie Belle glanced in their direction.

Scootaloo put down the bowl back on the desk and squeezed back out the small doorway. “It sounded like a baby piglet. You think it escaped from the farm?”

“Probably. There aren’t any wild pigs out here…” mused Sweetie Belle.

Applebloom gingerly backed away from where Rumble had squealed, wincing as she did. Each step caused Rumble to slide another inch down onto Applebloom’s throbbing shaft, and each inch drew a small mewl of pleasure from the writhing Pegasus impaled on that cock. It was already difficult moving around in a big new body. Doubly so when you had more than a foot of dick stuffed inside a sexy mare.

As soon as Applebloom stepped behind a double wide dead apple tree the brush that was obscuring his massive body was pushed aside by Sweetie’s magic.

“I don’t see anything,” Scootaloo peered into the thicket.

Sweetie Belle rolled her eyes. “Go LOOK maybe?”

“My eyesight is just fine you know. I can see great from here!”

“But you can’t HEAR anything,” Sweetie Belle retorted.

Appleblooms heart jumped.

“Fine, Fine.” Scootaloo jumped from the railing and landed, walking over to the shrubs.

Rumble twisted and turned her body on Appleblooms shaft, making small, almost imperceptible moans of pleasure. Applebloom reached his hand up to silently shush Rumble. In order to do so Applebloom let go of Rumbles ass and ceased supporting her, which caused the quivering pegasus to sink a few more inches right down to the thick medial ring.

Applebloom had to bite down on Rumble’s mane. It felt so fucking good plugged up inside Rumble again. Warm, wet, tight as a vice. This cute mare writhing on his massive cock as another equally sexy friend was wandering closer to their hiding spot. It would almost be worth it to be caught. Just to show off how big and strong and sexy he’d become.

Rumble was equally parts worried and aroused, but now she just wanted to get off. With great care she slooowly slid herself up a few inches of Appleblooms shaft, before dropping down just as slowly coupled with a strong rippling squeeze. The cock was so big that it didn’t even fit all the way inside. That thought turned Rumble on so much that she felt her orgasm upon her even before she could realize it.

Applebloom clutched the mare cumming on his cock tightly and covered her mouth again, still desperate to not be caught. He could HEAR the patter of her pussy juices on the leaf litter below them. It was like a small rainshower.

“I don’t hear anything over here,” Scootaloo said, uncomfortably close by. “It smells like yard work.”

“You find anything?” Sweetie called out.

Applebloom bit both their manes as Rumble came a second time. The repeated orgasms were too much to bear and Applebloom could feel his own orgasm boiling in his loins. His cock flared and his muscles tensed.

“Nah, I didn’t find anything!” Scootaloo turned and walked back to Sweetie Belle.

Applebloom came even harder than before. His pulsing cock spewed what felt like gallons of his potent seed up into Rumbles needy pussy. It was so much that Applebloom could feel Rumbles belly swelling against his rock hard abs with each spurt. That only served to double his output and Applebloom buried his face into the top of Rumbles head.

After what felt like a minute the deluge of cum ended and Applebloom felt like he could breathe again. He twisted his ear and hearing no voiced decided to carefully lift Rumble off his cock with a goopy-

Schlllurrp

Rumbles pussy loudly popped off Appleblooms softening shaft. A hot gush of cum and other juices followed. Rumble stood shakily for a moment and then fell to her knees, panting like a racer finishing a mile run.

“Ah can’t believe we didn’t get caught,” Applebloom said, catching his breath. “Why did y’all do that?”

“Hey!” shot back Rumble, “You could have put me down... at any time. I have legs… be honest. You wanted that to happen too, right?”

Applebloom opened his mouth to retort but instead thought of that for a moment. There was opportunity to set Rumble down but instead… Applebloom wanted her on him. Close to him. Pressed up against him. And he wanted to fuck.

“I wanted it too… we both wanted it,” Rumble said, tenderly rubbing his fat breasts. “It felt sooo good.”

“We did almost get caught y’know.” Applebloom said, glancing at her cock. Despite having just unloaded a couple gallons of cum it wasn’t going soft. It dangled down between her legs covered in both semen and mare juices.

“But… we didn’t” said Rumble, watching Applebloom pluck a leaf off a nearby shrub and wipe one of his balls clean.

“Stop!” shouted Rumble.

“What?”

“What did we just talk about with plants?”

“My cock is covered in… this stuff. I want to wipe it off.”

“Then I’ll clean it for you,” Rumble said excitedly.

“With whaa-A-a-a-A-”

Without warning Rumble was licking Applebloom’s cock, gripping with one hand by the ring and the other planted on Applebloom’s muscled leg. Applebloom watched with awe at how eagerly Rumble went about it. Long licks along the shaft. Short licks by the ring. It was incredibly erotic.

“Wow… what we just did was really hot an’ all but this is somethin’ else,” commented Applebloom, who was really starting to enjoy the clean-up. “Jus’ be glad we didn’t get caught. We’d have a lot of explaaaining to do.”

“Mhmm,” Rumble hummed, having finished one side of the shaft and now working the other. It was starting to get hard again and Rumble was shivering in delight feeling the soft shaft hardening under his ministrations.

Applebloom continued. “And ah ain’t going to lie, it feels really good being a big ol’ stallion. Always wondered what it’d be like to be in Mac’s horseshoes, but this is me bein’ bigger than him.”

“Mmmm,” Rumble was half-listening, licking the last bits of cum around the tip of Applebloom’s growing shaft. It was nearing full mast already and pre was bubbling at the tip.

“So when ah say I really appreciate what yer doin’ I tell you I mean it. It’s not like anybody else was going toooo!! Ahh!”

Rumble was outright bobbing her head on the first few inches of Applebloom’s fully hard shaft and swirling her small tongue around the head. A few bursts of pre jettisoned down her throat and she moaned at the salty taste.

“Oh FUCk that feels soooo good,” Applebloom shrugged his shoulders and sighed happily. He placed his hand on Rumbles head and leaned back against the tree as Rumble serviced her cock, bobbing her head in short quick motions and fondling his large balls.

“MMmmmmhmmm,” Rumble inhaled and swallowed several more inches of cock, feeling the dark obelisk stretching his mouth and throat wide. With one hand fondling his swollen nuts and the other rubbing the shaft it wasn’t even that long before Rumble was able to draw out another orgasm from Applebloom. She could feel the rapid pulsing of his cock. The flare widening and bulging out to the point it was visible through her neck. And in seconds Applebloom had both hands grasping Rumbles hair and was dumping another couple gallons of cum down her throat. It wasn’t even ten minutes after his last orgasm and Applebloom’s output had not changed. In fact it might have even increased.

Applebloom gasped as the last few drops of his orgasm finally ended. He looked down at the sweaty grey mare with her ass sticking out and most of his cock down her throat, and gently began pulling out. It didn’t feel sore or painful in any sense of the word. As Applebloom pulled the tip out of Rumbles mouth he realized that his shaft didn’t look or feel any less hard. It bobbed in the air happily as if the last orgasm didn’t even happen.

“If we keep this up ah’m not going to have a mind to blow by the time we switch back,” Applebloom wheezed, grasping his rigid shaft. It was so big. And most of it was just stuffed down Rumbles teeny tiny mouth.

A jet of pre squirted from the still flared tip and fell somewhere over Rumbles shoulder.

“Thanks for the blowie,” Applebloom said, not sure what to do about this rock hard shaft.

Rumble just laid on the ground flat on her back, playing with her big soft breasts. That last load had swelled Rumbles belly up to the point past where it looked like she’d had a large meal. It wasn’t obscene but it was noticeable and made her belly jiggle around like her breasts were doing right now.

“I don’t know what came over me. I saw your cock and I just wanted it in me again,” Rumble said with a sexual moan, “You taste so gooood."

Applebloom’s cock twitched. It was like being hypnotized. Staring at this mare. Heaving chest capped with fat, dark nipples, thin waist, wide hips and now that cum bloated belly. It was hard not to stay aroused.

“Fuck me again."

“What?!” said Applebloom. He heard what Rumble said, but wanted to hear it twice.

“Fuck me, now,” demanded Rumble, spreading her legs. “I need that in me again. We're alone. Let's do it some more!”

Applebloom eagerly walked over, lined up his cock and glided right inside of Rumble yet again.

“Ahhhhnnnngh!” Rumble arched her back and moaned, forehead pressing up against Applebloom’s muscular body. “Yessss… ohhh, fuck meeee!”

Applebloom obliged and began thrusting in and out, in and out at a much more rapid breakneck pace than before. Rumble was not quiet. She moaned, groaned, squeaked and squealed at every powerful thrust. It was unreal. Sex just felt too good to pass up and they both loved it.

“Harderrrr,” Rumble squeaked out, twisting in ecstasy on the ground beneath Applebloom.

Immediately he picked up the pace, performing a much more diligent and powerful fucking. Applebloom craned his neck to just watch and delighted at watching Rumbles entire body wobble and shake with each strong thrust. It was so erotic that he felt his orgasm already building. Applebloom reached down to fondle Rumbles erect wings and squeeze the smooth flesh under the joints.

“Harderrrrrrr!” Rumbles tongue lolled out her mouth as Applebloom really started pounding his hips. His fat balls slapped Rumbles huge ass with impunity and the air was filled with the steady slap-slap-slap noises of their lovemaking.

Hard--fffffffuuuck! Yes!!!” Rumble seized up and came, feeling Applebloom’s shaft swell and erupt another hot load of cum inside of her. “Yesyeysyesyesyeysyesyesssss,”

Applebloom pulled out before he was finished to stand up straight and grasp his cock, aiming at Rumble. Hot, thick ropes spewed out and marked Rumbles body. A shot on her face, another for each fat breast, two more on the belly and finally one that traveled the entire length of his body leg to neck. It was the hottest thing he could think of doing, and the results were more erotic than he imagined.

Applebloom briefly admired the sun shining on the globes of cum he’d painted Rumble with and collapsed on his back and closed his eyes.

Minutes of silence ticked by. The only things audible were the chirping of birds.

Light hoofsteps caught Applebloom’s ear and he felt the unique sensation of Rumble straddling his midsection.

“Hard enough for ya?” he grunted wiping his forehead with the back of his hand.

“Sweet Celestia yes,” Rumble said stretching his wings,” It absolutely was. Thank you.”

“Anytime,” Applebloom said, cock twitching. “I just thought of something Rumble. If everyone were naked all the time, sex would just be easier. No clothes to get in the way, or to wash. And if somebody were turned on by you it’d be easy to tell. There’d be a lot less guessing games.”

“What are you talking about?” Rumble giggled, her small hands resting on Applebloom’s abs. “Society isn’t going to change because we had great sex.”

“AMAZING sex,” Applebloom pointed out. “And yea, you’re right about that… I’m just talkin’ ah guess. I don’t know what else to talk about,”

Rumble remained silent.

“Just looking at the sun it looks like it’s only… I want to say three o clock?” mused Applebloom. “Gosh we’ve still got so many more hours to go. Rumble? Why y’all bein’ so quiet?”

Applebloom tilted her head up quizzically.

Rumble had hefted her right breast up and was suckling her nipple.

“Holy- What’re you doing?!” Applebloom’s body lurched in surprise.

Rumble met his eyes and for another couple of seconds continued sucking. She released her nipple and let her breast fall and slap against her belly with a lewd smack. After that last load Rumbles belly had grown to be even larger than before. It was big enough that it began to part her breasts and jiggled enticingly with every subtle movement despite how stretched and rounded it was.

Applebloom’s cock started getting hard again.

“Are you still horny?” Applebloom asked incredulously.

“Yeah,” replied Rumble, idly rubbing his very swollen middle. “Are you not?”

“Ah,” Applebloom paused, and realized he was. Almost like clockwork it was stirring to full mast. Already it was brushing up against Rumbles outstretched wings. The base of his cock starting to nestle between Rumbles prodigious rear.

“You’re staring at my stomach,” Rumble said bluntly, hefting her big jiggly belly. “Do… you like this or something?”

“Ah mean, look how much I put into ya for that to happen!” Applebloom said, his hands traveling up Rumbles legs. “Can’t help but look at ya,”

Rumble could feel it again. The familiar solid erection sliding up her back. Rumble licked his lips and ground his ass against it with a sultry moan. She stood up and Applebloom noticed the wet sticky matting of her fur on the inside of her legs. All that cum he’d filled Rumble with was practically oozing out of her pussy. The sight was incredibly erotic.

Not wanting to wait another second Rumble flapped off of Applebloom’s midsection and descended onto the erect tool waiting for her.

“Oh YES! YES!” cried Rumble in sheer ecstasy, sliding straight down onto most of Applebloom’s cock. “YES!!”

Applebloom watched that svelte mare sliding down nearly the entire length of his cock until even hitting the medial ring. Rumble was so short, and the cock so big, that she needed to crouch just to be fucked in a comfortable position. It was too big for the whole thing to fit at this point but did Rumble try. She bucked, raised herself up and dropped herself down, desperate at this point to take the whole thing.

It was a sensation that Rumble felt she was never going to get tired of. Being filled up to the brim. Being fucked by a massive stallion. It felt natural for some reason. Where the first time was a primal, alien feeling of penetration now everything about it felt right. This deliciously full sensation of her body being filled up was too good and the mind-melting orgasmic nirvana that followed was the cherry on top of what this amazing sex was. One was building up inside her right now as she bucked up and down with glee.

A few minutes of frenzied, ball-slapping mind-blowing sex later Applebloom was cumming yet again, gripping Rumbles hips and unloading what felt like his biggest load yet. Rumble’s tiny body shook and she threw her head back and screamed her orgasm out unabashedly, a hot gush of her juices splashing out onto Applebloom’s lap. The added fluid lubrication allowed her to sink just a few inches further and take the medial ring into her already stuffed pussy as volleys of hot cum unloaded into her already overly stuffed womb.

In seconds Rumble’s already swollen belly expanded in jerking spurts. Every pump of cum into Rumbles womb stayed there, plugged by the tip and the ring and in no time at all her belly was jiggling to the size of that a pregnant mare.

Applebloom looked up during the seemingly endless volley of his orgasm just in time to see Rumbles belly button pop out out from the sheer amount of cum being pumped full into her womb. He had to reach out and touch it. Just to feel the swollen jiggling mass expanding from the force of his never-ending orgasm.

Finally the deluge ended, and Applebloom could feel the volleys of semen slowing down. Eventually his cock softened to the point where Rumble could begin to move, and she slipped herself out with a wet POP!

A verifiable deluge of sticky white cum followed, spilling out onto Applebloom’s sheath, balls and stomach. Rumble took a janky step forwards and eased down onto Applebloom’s body, snuggling up to the stallions chest once before.

“Oh Sweet Celestia,” Applebloom breathed, head swimming from both the sun’s heat and physical exertion.

“Sex feels sooo goood,” crooned Rumble, a dopey smile on her face.

The two layed in the grass under the sweaty sunlight, enjoying the company of each others warm bodies. Applebloom caressed his lovers full, taut belly and his mind flashed back to what just inspired.

And… felt his penis starting to stir in his sheath.

“Rumble…?” began Applebloom, a beam of lucidity striking his thoughts. “What are you thinkin’ about right now?”

“More sex,” replied Rumble matter-of-factly. “Are you thinking about that too?”

“...yeeah, ah am. Plus ahm not tuckered out after all that,” Applebloom felt his groin flex, a few more inches of cock spilling out. “This has to be a side effect of the potion. Us fuckin’ like rabbits out in there and now out here.”

Rumble sat up, bracing herself with an outstretched arm. “...you’re right. That’s all we’ve done and… wow. How many times have we had sex?”

“We fucked five times,” Applebloom stared longingly at Rumble’s distended navel and rounded belly. Now there was even a thin dark line traveling vertically down her belly through the belly button. She looked eight months pregnant.

“And I sucked you off once,” noted Rumble, fondling her fat breast with her free hand.

Applebloom saw and felt his cock rising to full mast, spilled cum sliding down the spongy flesh. “Alright, we need to get up and do something in the clubhouse. Whip up another potion or SOMETHING.”

With a grunt Applebloom hefted himself up into a sitting position. He almost reflexively grabbed his cock but resisted, instead choosing to wipe off some stray blades of grass on his legs.

“Something what?” Rumble asked quizzically, tugging on her nipples.

“Something that maybe stops us from being so damn horny!” exclaimed Applebloom. “If ah don’t we’re going to end up laying around here rutting like rabbits until your belly is so stuffed full of cum that ya can’t walk anymore!”

Appleblooms cock lurched and shot a jet of pre-cum onto the ground in front of him.

“Yeah… let’s uh. Let’s just get inside and do that,” Rumble rubbed his head. “I need to be able to think about something that isn’t sex with you.”

“Right, and maybe I can figure out exactly how this damn potion I brewed actually works. Cuz you and me stopped growin’ and shrinkin’ at this point,” Applebloom switched to a standing position and gave his balls a quick fondle. “Let’s go.”

Sweaty and sexually charged, the two of them stood up and walked over to the cutie mark crusaders clubhouse.

Stormy Skies and Ecstatic Cries

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."

Ending A [antidote failed]

Author's Note

Having mulled on it for too long, I've settled on 3 different endings for this story. Let me know which ending scenario you like the most in the comments. The most liked ending will probably be getting a continuation from there.
Lemme know if you like ending A, B, or C the most!

Ending A [antidote failed]

The morning sun filtered through the trees onto a warm, wet earth below. Having a powerful rainstorm was just what the thirsty plants and trees needed. Many children and other foals were out and about playing already. Because of the accidental damages from whipping up such a storm there were crews out collecting debris and a call went out to delay all schools until 11am.

Applebloom took the opportunity to sit down and gulp some ice water. Yesterday was perhaps the most amazing, unforgettable day ever and some time to play mental catch-up was necessary. Thanks to due diligence a perfect potion was brewed to share with Rumble and thanks to Applejack, they’d accidentally drank each others intended drink, turning herself into a huge horny stud and Rumble into a small horny slut.

The antidote potion brewed last night seemed to not have worked. Applebloom leaned back in his chair and admired his body. He’d woken up fully male with quite the same body this whole mess started. For one she was much taller at an even seven-foot and had a build surpassing Big Mac. With little options available Applebloom had to swipe Macs’ clothing if he were to walk outside with a shred of decency. Unfortunately his big body was slowly but surely tearing Mac’s clothes into actual shreds. Already the biceps of the long sleeve had torn and there was the beginning of a split running down the back.

“Hey Applebloom, you feeling better?” Sweetie Belle approached from her left, conservatively dressed in a long skirt and a tight top buttoned up the front, carrying a cute umbrella emblazoned with her cutie mark.

“I feel much better, thanks,” Applebloom grunted, beckoning her over.

“Good,” Sweetie Belle closed the umbrella and took a seat next to her friend. “I hate to say it, but it looks like you kind of destroyed the restroom over-” she motioned to the ladies restroom, which had an out of order sign taped to the front, but cut herself off to look at her red-headed friend. “Applebloom? Is… that you?”

“Yeah,” Applebloom sighed, Sweetie taking a seat right next to her. “I took a potion that did this to me by accident. It’s a long story.”

“You look absolutely amazing!” Sweetie Belle whispered in quiet awe. “You’re like, the fantasy heroes in the romance novels I like to read. How big are you?”

“I’m like seven foot,” Applebloom reached up to scratch his head. “Maybe taller?”

“You might be even bigger than Terramar,” Sweetie Belle looked like she was about to start drooling, watching the football sized bicep flexing, and then her eyes traveled southwards...

An uncomfortable silence settled over the table as Sweetie ogled his body. “Oh there’s Scootaloo!” cried Applebloom, pointing at the sky.

Applebloom and Sweetie Belle waved as Scootaloo drifted to a landing in front of them.

“Hey guys!” Scootaloo stood up and placed her hands on her hips. “What’s up?”

Applebloom and Sweetie Belle gawked. “What the hay!?

Scootaloo was dressed up in clothes that were clearly a couple sizes too small for her. Every inch of her body looked like it was desperate to burst out of their stitched confines, from the thin T-shirt pulled taut over an overstuffed sports bra, to the way her jean shorts strained to contain her powerful thighs. It was obviously digging into her skin but the way Scootaloo was beaming at them she didn’t care one bit.

“Had a little growth spurt last night,” Scootaloo flexed her muscular arms and stretched, her hands high in the air, wings spreading out nearly ten feet from her back. “I’m pretty sure it’s all thanks to Applebloom here too. You’re looking big and buff by the way. So, I appreciate it. I’ve never looked or felt better in my life.”

Sweetie Belle had already stood up and walked over to Scootaloo. She was very obviously more than a foot taller. Her bottle green eyes barely reached Scoots powerful shoulders. “How tall are you now? Because I’m five-foot-six. Also why are you thanking Applebloom?” said Sweetie, wheeling around at her taller, stronger friend. "Can somebody fill me in?”

“I can help with that,” came a small voice from behind them. The three wheeled around and saw Rumble standing there looking a bit morose. She had also remained unchanged from yesterday. Rumble’s cute, heart-shaped face and wide violet eyes with thick lashes were framed by the long locks of dark hair that flowed down her back to the small of her back in big, thick braid, where her long tail swished over an ass so thick and wide it was straining the gym shorts she wore to the limit. Her soft midriff was on full display thanks to the phenomenal size of her chest eating up every inch of fabric available, and the too small shirt Rumble wore had the back tied in a tight knot, the only way to contain those breasts.

Those twin 32MM sized breasts were the definition of huge. Each one was more than double the size of Rumbles head and they were practically tearing through the tight blue T-shirt. Her plate-sized areola was practically transparent through the taught fabric and the nubs of her nipples made golf ball sized indentations. On her diminutive frame those breasts demanded all attention, and at that height everyone would be staring down at them during conversation.

“How long are you three going to stare?”

“Oh Rumble!” Applebloom stopped covering his mouth. “How short are ya?”

“I measured myself at 4’6” this morning,” she walked around the table to meet with the girls. Rumble was practically bursting from her clothes. It looked like any second her breasts would tear the shirt in half. Her shorts pants were so strained from the wide hips she sported that the elastic was frayed.

“You’re so much shorter than me!” Sweetie Belle ran over, enthusiastically comparing herself to the smaller stallion. “I’ve got almost a whole foot on you! And your boobs! Wow! I thought I was stacked… you look like you wouldn’t even fit in my F cups!”

Rumble practically whimpered and Applebloom coughed. “Uhh, listen girls, give Rumble a break. It’s been a rough weekend for the both of us and…” Applebloom shot a furtive glance at Scootaloo. “There’s lots of changes y’all gotta start dealing with until this is all fixed,” Applebloom’s thoughts drifted to the spell-book. “If it can be fixed.”

“Fixing schmixing!” Scootaloo strode over and put her hand on Rumble’s shoulder. “You two need to quit harping on my girlfriend or I’ll kick your asses!”

“Girlfriend!?” the two mares said in unison.

Scootaloo nodded, lifting Rumble up like she weighed nothing and engaging in a long, passionate kiss, their chests mashing together. Sweetie and Applebloom squealed in delight.

“You meant what you said yesterday?” Rumble said breathily, her violet eyes like fire.

“Every word of it,” Scootaloo said, ruffling her wingfeathers. “C’mon, let’s have breakfast and talk about our first date."

Ending B [antidote worked]

The morning sun filtered through the trees onto a warm, wet earth below. Having a powerful rainstorm was just what the thirsty plants and trees needed. Many children and other foals were out and about playing already. Because of the accidental damages from whipping up such a storm there were crews out collecting debris and a call went out to delay all schools until 11am.

Applebloom took the opportunity to sit down and gulp some ice water. Yesterday was perhaps the most amazing, unforgettable day of her life and she needed some time to play mental catch-up. Thanks to her diligence she had managed to brew a perfect potion for her and Rumble to share, and thanks to her sister, they’d managed to accidentally drink each others intended drink, turning herself into a huge horny stud and Rumble into a small horny slut.

The antidote potion she brewed last night seemed to have sort of worked. Applebloom leaned back in her chair and admired her body. She had woken up fully female once again, but with quite the same body before she started this whole mess. For one she was much taller at an even six-foot and had a much nicer build. Maybe not as ripped as Rainbow Dash but perhaps at least near comparable to Scoot. Now she was only a few inches shorter than her athletically minded friend. Even her breasts and butt were much nicer!

“Hey Applebloom, you feeling better?” Sweetie Belle approached from her left, conservatively dressed in a long skirt and a tight top buttoned up the front, carrying a cute umbrella emblazoned with her cutie mark.

“I feel much better, thanks,” Applebloom said, grinning ear to ear.

“Good,” Sweetie Belle closed the umbrella and took a seat next to her friend. “I hate to say it, but it looks like you kind of destroyed the restroom over there,” she motioned to the ladies restroom, which had an out of order sign taped to the front.

“Hehe… uhh,” Applebloom blushed. “Bathroom emergencies do happen. Is Scoots going to be here? Ah’ve got something to tell both of you once she shows up.”

“I don’t see why she wouldn’t. We get breakfast here almost every day,” Sweetie Belle’s horn lit up and grabbed some menus from the nearby waiters trolley. “I wonder what to get…” she scanned the menu with interest, and then looked up when a shadow crossed over the table. “Oh there’s Scootaloo!”

Sweetie Belle and Applebloom waved, and while doing so Sweetie caught a sight of Applebloom’s arm, and then really looked over the rest of her.

“Hey Applebloom… you look, different?” began Sweetie Belle, right as Scootaloo landed in front of them.

“Hey guys!” Scootaloo stood up and placed her hands on her hips. “What’s up?”

Applebloom and Sweetie Belle gawked. “What the hay!?

Scootaloo was dressed up in clothes that were clearly a couple sizes too small for her. Every inch of her body looked like it was desperate to burst out of their stitched confines, from the thin T-shirt pulled taut over an overstuffed sports bra, to the way her jean shorts strained to contain her powerful thighs. It was obviously digging into her skin but the way Scootaloo was beaming at them she didn’t care one bit.

“Had a little growth spurt last night,” Scootaloo flexed her muscular arms and stretched, her hands high in the air, wings spreading out nearly ten feet from her back. “I’m pretty sure it’s all thanks to Applebloom here too. Appreciate it. I’ve never looked or felt better in my life.”

Sweetie Belle had already stood up and walked over to Scootaloo. She was very obviously more than a foot taller. Her bottle green eyes barely reaches Scoots powerful shoulders. “How tall are you now? Because I’m five-foot six. Also why are you thanking Applebloom?” said Sweetie, wheeling around and realizing that she was ALSO now looking up to another taller, stronger friend. “What the-? Can somebody fill me in?”

“I can help with that,” came a voice from behind them. The three wheeled around and saw Rumble standing there looking a bit morose. He looked more or less the same as before taking the potion except for a few noticeable changes. For one, it looked like he’d giving himself a bad haircut, his usually short, slicked back mane was slightly longer in the back and less trim. Another was in his face. Rumble looked slightly less chiseled than before, and maybe a little… softer in the face.

The big change was his obvious drop in height.

“How long are you three going to stare?”

“Oh Rumble!” Applebloom stopped covering her mouth. “How tall are ya?”

“I measured myself at 5’4” this morning,” he walked around the table to meet with the girls. Rumble was practically swimming in his clothes. It looked like any second he’d slip out of his shirt. His pants looked like they fit fine. In fact, Applebloom noticed he had a fuller rump than before, and the loose fabric of his shirt revealed a soft, smooth tummy.

“You’re shorter than me!” Sweetie Belle ran over, enthusiastically comparing herself to the smaller stallion. “I’ve got two inches on you!”

Rumble practically whimpered and Applebloom coughed. “Uhh, listen girls, give Rumble a break. It’s been a rough weekend for the both of us and…” Applebloom shot a furtive glance at Scootaloo. “There’s lots of changed and questions y’all gotta start dealing with. If ah can fix this,” Applebloom’s thoughts drifted to the spellbook. “If it can be fixed.”

“Fixing schmixing!” Scootaloo strode over and put her hand on Rumble’s shoulder. “You two need to quit harping on my boyfriend or I’ll kick your asses!”

“Boyfriend!?” the two mares said in unison.

Scootaloo nodded, lifting Rumble up like he weighed nothing and engaging in a long, passionate kiss. Sweetie and Applebloom squealed in delight.

“You meant what you said yesterday?” Rumble said breathily, his violet eyes like fire.

“Every word of it,” Scootaloo said, ruffling his wingfeathers. “C’mon, let’s have breakfast and talk about our first date.

Ending C [antidote sort of worked]

The morning sun filtered through the trees onto a warm, wet earth below. Having a powerful rainstorm was just what the thirsty plants and trees needed. Many children and other foals were out and about playing already. Because of the accidental damages from whipping up such a storm there were crews out collecting debris and a call went out to delay all schools until 11am.

Applebloom took the opportunity to sit down and gulp some ice water. Yesterday was perhaps the most amazing, unforgettable day of her life and she needed some time to play mental catch-up. Thanks to her diligence she had managed to brew a perfect potion for her and Rumble to share, and thanks to her sister, they’d managed to accidentally drink each others intended drink, turning herself into a huge horny stud and Rumble into a small horny slut.

The antidote potion she brewed last night seemed to have sort of worked. Applebloom leaned back in her chair and admired her body. She had woken up fully female once again, but not quite the same body before she started this whole mess. For one she was much taller at six-foot-two and had a much nicer build. Perhaps she was even stronger than Scootaloo. Applebloom flexed her bicep and admired the bulging muscle. Definitely stronger- an only an inch shorter than her athletically minded friend. Even her breasts and butt were much nicer! The bra she had on belonged to her ‘little’ sister and it was too tight on her.

“Hey Applebloom, you feeling better?” Sweetie Belle approached from her left, conservatively dressed in a long skirt and a tight top buttoned up the front, carrying a cute umbrella emblazoned with her cutie mark.

“I feel much better, thanks,” Applebloom said, grinning ear to ear.

“Good,” Sweetie Belle closed the umbrella and took a seat next to her friend. “I hate to say it, but it looks like you kind of destroyed the restroom over there,” she motioned to the ladies restroom, which had an out of order sign taped to the front.

“Hehe… uhh,” Applebloom blushed. “Bathroom emergencies do happen. Is Scoots going to be here? Ah’ve got something to tell both of you once she shows up.”

“I don’t see why she wouldn’t. We get breakfast here almost every day,” Sweetie Belle’s horn lit up and grabbed some menus from the nearby waiters trolley. “I wonder what to get…” she scanned the menu with interest, and then looked up when a shadow crossed over the table. “Oh there’s Scootaloo!”

Sweetie Belle and Applebloom waved, and while doing so Sweetie caught a sight of Applebloom’s arm, and then really looked over the rest of her.

“Hey Applebloom… you look, different?” began Sweetie Belle, right as Scootaloo landed in front of them.

“Hey guys!” Scootaloo stood up and placed her hands on her hips. “What’s up?”

Applebloom and Sweetie Belle gawked. “What the hay!?

Scootaloo was dressed up in clothes that were clearly a couple sizes too small for her. Every inch of her body looked like it was desperate to burst out of their stitched confines, from the thin T-shirt pulled taut over an overstuffed sports bra, to the way her jean shorts strained to contain her powerful thighs. It was obviously digging into her skin but the way Scootaloo was beaming at them she didn’t care one bit.

“Had a little growth spurt last night,” Scootaloo flexed her muscular arms and stretched, her hands high in the air, wings spreading out nearly ten feet from her back. “I’m pretty sure it’s all thanks to Applebloom here too. Appreciate it. I’ve never looked or felt better in my life.”

Sweetie Belle had already stood up and walked over to Scootaloo. She was very obviously more than a foot taller. Her bottle green eyes barely reaches Scoots powerful shoulders. “How tall are you now? Because I’m five-foot six. Also why are you thanking Applebloom?” said Sweetie, wheeling around and realizing that she was ALSO now looking up to another taller, stronger friend. “What the-? Can somebody fill me in?”

“I can help with that,” came a soft voice from behind them. The three wheeled around and saw Rumble standing there looking a bit morose and quite different. She had seemingly remained unchanged from yesterday. Rumble’s cute, heart-shaped face and wide violet eyes with thick lashes were framed by the long locks of dark hair that flowed halfway down her back in a big, thick braid, where her long tail swished over an a big, round ass snugly fit into a pair of shorts. Her belly button was on display thanks to the size of her chest eating up most of the available fabric, and the too small shirt Rumble wore had the back tied in a tight knot, the only way to contain those breasts.

Those twin 32FF sized breasts were the definition of huge. Each one was about the size of Rumbles head and they were straining the tight blue T-shirt. Beneath the fabric she was wearing a jet black, ill fitting bra, and the nubs of her nipples made golf ball sized indentations against the cups. On her diminutive frame the pair of breasts demanded all attention, and at her height everyone would be staring down at them during conversation.

The big change was his obvious drop in height.

“How long are you three going to stare?”

“Oh Rumble!” Applebloom stopped covering her mouth, a chilling sensation creeping up her spine. “How tall are ya?”

“I measured myself at five-foot two this morning,” she walked around the table to meet with the girls. Rumble’s clothes looked incredibly tight and her big nipples were prominently erect under the fabric. The clothes she had on gave off an incredibly alluring visage.

“You’re shorter than me!” Sweetie Belle ran over, enthusiastically comparing herself to the smaller stallion. “I’ve got four inches on you!”

Rumble practically whimpered and Applebloom coughed. “Uhh, listen ladies, give Rumble a break. It’s been a rough weekend for the both of us and…” Applebloom shot a furtive glance at Scootaloo. “There’s lots of changed and questions y’all gotta start dealing with. If ah can fix this,” Appleblooms thoughts drifted to her actions last night before Rumble showed up, where she didn’t have enough of a crucial ingredient for both of them, and ended up pouring less than half into Rumble’s mixture. “If it can be fixed.”

“Fixing schmixing!” Scootaloo strode over and put her hand on Rumble’s shoulder. “You two need to quit harping on my girlfriend or I’ll kick your asses!”

“Girlfriend!?” the two mares said in unison.

Scootaloo nodded, lifting Rumble up like he weighed nothing and engaging in a long, passionate kiss. Sweetie and Applebloom squealed in delight.

“You meant what you said yesterday?” Rumble said breathily, her violet eyes like fire.

“Every word of it,” Scootaloo said, ruffling his wingfeathers, and then pausing when she felt something hard poking her abs. “Rumble?” she whispered. “Is that?”

Rumble nodded and blushed, the firm member prodding harder. “I think the antidote worked but… not all the way.”

Scootaloo practically growled and kissed her again, harder, not minding the gushing from her friends right behind her. “Now we can do it and I get to play with your tits. You’re like a dream come true Rumble! I can’t wait for our first date.”

The two kissed again and Rumble sighed in her mouth happily, feeling like all was well in the world. Right before the kiss broke Rumble did pause, a familiar creeping heat starting to blossom within his body.