Growing Desire

by Cosmonaut

Rating: mature
Tags: My Little Pony: Friendship is Magic, Fetish, Rainbow Dash, Starlight Glimmer, Porn, Twilight Sparkle, Anthro
Length: 5296

Twilight has a strong attraction to Rainbow Dashs sexy lithe body, but a magical misfire to satisfy her desires hits somebody else...

Twilight has a strong attraction to Rainbow Dash; she's sleek, sexy, cute... and after her ascension to Princess, shorter and weaker than she is now. While Twilight Sparkle greatly enjoys this newfound size and strength she wants a little more than what she has.

Unfortunately... she makes a mistake in her unfocused lustful state...

Published 2020-07-06 23:10:01 UTC
Last updated 2020-07-06 23:10:01 UTC

Working Out

Author's Note

This story takes place shortly after Twilight Sparkles castle appears with the friendship map inside.

Working Out

“Eight, Nine, Ten! Great job Twilight!”

The barbell weights clanged heavily as Twilight set them down on their holder. She’d just benched a record new weight: 225lbs! That was quite a feat for any mare in Equestria, and Twilight had a drive to be better and stronger. Before her ascenscion she’d been a below average dainty mare at around five-foot four and not much to offer. Now that she was a looming six-foot six it felt wrong to let this body she’d been blessed with go to waste solely reading and snacking. Defined muscle rippled below her purple coat; not quite that of a pro bodybuilder, but certainly more impressive than a typical mare found in a gym.

“You really know how to make a mare jealous,” Rainbow Dash joked, eyeing the bulges in Twilight’s arm and shoulder as the Princess took a long drink from her water bottle. “I don’t know what you’re doing to build muscle so fast but I want it.”

Twilight slurped the last few drops with a satisfied ahhh and crumped the bottle in her fist. “I’m going by the Bible of Bodybuilding book that I purchased last year for you. Remember? The book you said was a nice gift but didn’t need since you were fine as is?”

Rainbow Dash’s eyes widened. “That dumb book? It’s full of things I already know!”

“Sure, the first fifty pages are full of the basics but the rest is chock full of helpful advice and tips,” Twilight cocked an eyebrow. “Did you really only read the first couple of chapters?”

“Uhhh…” Dash hesitated, tossing Twilight a dry towel. “Alright, ya got me. But I don’t think I want to get buff-buff anyway. Too much muscle would slow me down.”

“You don’t want to be bigger?” Twilight said, flapping her wings free of sweat droplets.

“Nah, I’m not saying that exactly… you know what I mean,” Dash said, turning around and pulling off her sweaty sports bra. Twilight ogled the hint of back-boob curving gently from Dashs sides before the clean white T-shirt was pulled on. The mare turned around and sighed, pulling her rainbow mane out of the shirt. “How do I look?”

Rainbow Dash looked great. She was no small mare at 5’11” and years of training and exercise had really given her a toned, athletic body. Great, strong legs, defined belly with nice abs, and a truly enviable muscular rear. Her breasts were even amazing, granted, they were slightly smaller than a couple years ago thanks to constant exercise but they were still big, soft handfuls of flesh that bulged out of every sports bra Dash owned. And right now Dash wasn’t even wearing a sports bra.

Twilight blushed and gave her a thumbs up.

“Great! I’ll just run home and grab a bra so I’ll be good to go with Soarin’ and Spitfire,” Dash said happily.

“I keep telling you to leave one here in case you forget,” chided Twilight, removing her own clothes. Her much larger height brought her a much larger bust too, her triple-F breasts almost unmanageable at times. As she brought her sweat-soaked shirt over her head, each mammary fell against the slope of her rib-cage with a wet SLAP SLAP.

“What I keep telling you is that its insane those puppies haven’t gotten any smaller while you’ve been working out,” Dash smirked, openly eyeing Twilights expansive chest as the taller mare dried herself, and put on a dry shirt. “Yet you’ve gotten bigger everywhere else.”

“If you like my body so much write it down somewhere,” Twilight teased, magically shielding her lower body while she slipped her gym shorts off her big, muscular ass. “That way I can prove you said it.”

“Hey! I’m just saying here,” Dash put her arms up defensively. “It’s kind of unfair.”

“The only thing unfair around here is when I let you beat me in arm-wrestling,” Twilight taunted, kissing her bicep.

Dash scoffed, her face blushing pink. “That’s such bull. I beat you fair and square and you know it.”

“I’m stronger than you, and YOU know it,” Twilight teased, magically packing Dash's bag and refilling her Wonderbolts water container. “That’s why you’re blushing.”

“I am not! Blushing!” retorted Dash, face turning scarlet.

“I’ll believe you when you can bench more than 200,” Twilight chuckled, magically un-racking the weights and putting everything back in their proper organized place.

“Hmph,” Dash stuck her tongue out. “Maybe I will look through that book… and give you a run for your money.”

Twilight bit her lip as Dash turned tail and headed out the door. “Have fun at the dive bar! I’ll make a copy of the book and send it to you!”

The gym door closed and Twilight sighed, her fingers opening and closing reflexively. Rainbow Dash had such an amazing body for a mare. From the minute they first met it was Twilight's second favorite thing about her after the brash attitude.

Or it least it was for a little while. Then one day after a magical mishap Twilight became an alicorn and now SHE was looking down at Dash all the time. Not only that but less than a year of bonding with Dash thru flying and exercise she had physically outstripped her friend to boot. Twilight sighed and walked to the mirror, staring at the fruits of her labor. Her wider, strong shoulders, thick legs, power thighs and rows of cut abs only served to remind her of how much she liked seeing this body on Rainbow Dash, not herself. It only diminished her attraction to the blue blur of a friend she was trying to get closer with. And its not like there were any mares taller than her that were both incredibly attractive and working out and available.

“And Dash isn’t going to read that book,” sighed Twilight, running her fingers down the rigid walls of her well-earned abdominals. “Dammit…”

At least her flirting was on point. Rainbow Dash liked being teased and challenged. Everything was going great up until the two months ago when Twilight physically surpassed her. Blasted right past Dash in every physical category and test of strength. Why couldn’t Dash be the tall strong one? Everything was easier when she was a foot smaller.

Maybe there was a way…

The sexually frustrated mare teleported into her room. It was not quite evening yet and her research room was thoroughly in order. Twilight walked over to the nightstand where she had several books open. In the past week she had taken to researching the fiend Tirek and his odd innate magical ability of absorption to fuel growth. Not only did his magical consumption absorb all magic to fuel his growth, but it engendered a positive feedback loop allowing him to become even better, stronger and more efficient at it.

Twilight had more or less broken down the magic and replicated it into a castable spell. Wisely, she had drastically lowered the threshold for ‘take’ magic to the point where the percentage taken was negligible and would barely scrape a ponies magical reserves. That, and the spell could be modified as well. And she already had an idea on how to modify it. Twilight dipped her purple quill in ink and began writing away, her mind swimming with ideas and spells and the feisty Pegasus she had stuck on her mind.

Lusty Magical Mishap

Later in the Castle Hall throne room Twilight was busily setting up a small dress mannequin to use as her subject. It was small, plain, and had previously been posed to wear a poofy dress. Since the Grand Galloping Gala was a few months off Twilight was sure she could afford to give that dress a spot laying on her bed for a couple hours while she began testing.

“Subject, standard sized mannequin, test one,” Twilight said aloud, her quill magically jotting down notes. “I am about to cast a modified Tirek transferal spell on this object. It should increase it’s size and potential musculature. As I have no preferable test subjects to choose from and testing such a powerful spell on myself is out of the question this will have to do. I’m not expecting perfect results but this should do for the moment. Proceeding.”

Twilight put down the quill and concentrated on her prototype blend spell. It was powerful, being an alicorn tier spell, and it was drawing a glut of energy from deep within her as it built around her horn. Her spiral fluting glowed a brilliant white-

“Hey Twilight, I was digging around downstairs and I found some old dictionaries-” Starlight Glimmer walked into the throne room and turned the corner right as Twilight unleashed her spell.

FZZZZZZZZZZZZZAAAAAAAAAP

And was promptly blasted onto the floor.

“Oh my gosh! Are you okay?! I’m so so sorry!” Twilight flapped over to Starlight and helped pick her up, pages of a destroyed book fluttering through the air like dead leaves off a tree.

“Uh, oww,” Starlight rubbed her head. “My bad? I should’ve entered the room less… typically?”

“You didn’t do anything wrong! It’s my fault. I shouldn’t have been testing a spell in here like this!” Twilight said, biting her cheek. This particular room didn’t even HAVE doors.

“Why would you be spell-testing in this room and not your study?” Starlight said, magically grabbing the sheets of the destroyed book and putting them into a pile.

Twilight opened her mouth and closed it a few times. “Well… hehe, you see the spell I was casting on the mannequin behind you,” she motioned to it, a black scorch mark seared onto the shoulder, “wassss…. experimental! And the subject was potentially going to expand wildly so I didn’t want to do this in a small room.”

Starlight dropped her paper piling spell. “Run that by me again?”

“Ehehe…..well,” Twilight played with her fingers as the smaller mare stood up. Starlight Glimmer was average in every way. Average height, average weight, average build, average bust. But when she was upset she could seem bigger than the 5’6” she was.

“Twilight, what the heck kind of spell did you hit me with?” Starlight said sternly, a mix of confusion and worry in her voice.

“It’s a spell based off Tirek's magic that enlarges the target in various ways,” Twilight blurted out. “I’ve been working on reverse engineering it for weeks now and I’ve finally gotten it boiled down to a real, comprehensively executable spell!”

Starlight cocked her eyebrow and then inspected herself. “I don’t look or feel any different…”

Twilight blushed immensely. “Right! Uh! About that! I was upstairs, alone and bored. By myself! And I was daydreaming and a thought popped in my head about a… fffun? Fun way to experiment personally with this spell. So it will only activate via a specific trigger!”

Starlight was unmoved. “Which is…?”

“Arsl,” Twilight muttered, her ears flattening.

“Come again?” pressed Starlight.

“Arousal!” blushed Twilight, a fierce red crimson blazing on her cheeks. “The spell triggers by my personal arousal flaring up. Said target once afflicted with the spell will grow larger solely depending on how horny the caster is!” Twilight threw her arms up. “It’s a reversal of how the spell initially worked but I wanted…”

Twilight sighed, letting her arms drop. “I wanted to do something kind of fun and kinky with Rainbow Dash I suppose.”

“Wow,” Starlight said, her tone impressed. “That’s not only weird and out there but also quite a feat to pull off.”

“Really?” Twilight winced, expecting a scolding. “You think so?”

“Sure! Replicating a spell like that not only takes a lot of time and effort, but it’s brilliant that you managed to demonstrate your knowledge of spell-craft to make it your own,” complimented Starlight.

“Thanks!” Twilight felt so much better from the praise.

“But you need to cast the counter-spell and get this silly spell of yours out of me right away,” Starlight followed up, crossing her arms. “I’ve made plans for tonight and I don’t need ‘public nudity’ added to my short list of horrible memories because you felt like fantasizing about Rainbow Dash under your bed-sheets.”

Twilight felt like she’d been slapped.

“You aren’t horny right now, riiiight?” Starlight said quizzically.

“I feel…” Twilight’s tongue felt like lead. “A numerous jumble of emotions where none of them are horny.”

“Great! I’m going to change out of my singed clothes, probably take a shower and then wait patiently while you get to work figuring out how to reverse this jumbled mess of a spell you’ve created!” Starlight said brightly, removing her blackened scarf and sighing.

“You’re paying for this,” Starlight narrowed her eyes and pointed to her ruined silk scarf. “Not from me, but Rarity. She made this for me to wear a fortnight ago.”

“I’m getting on top of it now,” Twilight chuckled nervously, and Starlight walked out of the room.

Making a counter-spell wasn’t as easy as most would think. It wasn’t like just taking a written spell and writing it backwards or in reverse. For a multi-layered casted spell with a specific trigger there needed to be a specifically written carefully chosen series of magical dispel incantations to neuter the magic at every step. The original spell in essence is still active, there’s just a counter-spell that’s applied which constantly negates it. Therefore there are no effects until the original spell runs its course and falls apart.

Twilight had stayed in the map room for the past couple hours trying her best to craft a spell that would negate the spell she’d cast. Were this ACTUALLY been cast on Pegasus she was sure that there wouldn’t be as much problems. Maybe not tonight. Maybe in three months after a few dates and Twilight offered up a weird, fun spell they could both enjoy, resulting in a Rainbow Dash that was twice her size and built from top to bottom stronger than even the most muscled stal-

“No,” Twilight squeezed her quill. “No, no. Focus.”

It was annoying to be pestered by thoughts of what could have been and Twilight had more or less gone through with her counter-spell without a hitch. In fact, she was about to tackle the finishing touches when a familiar airy voice from the front of the room called her name.

“Twilight! How’s it going?” Starlight walked in, her mood upbeat

“Good! I’m almost done!” Twilight smiled, planting her quill down into a new page of parchment. “Are you prepared for tonite?”

“I’m more than prepared! I feel wonderful!” beamed Starlight, taking a seat in Applejacks chair. “I just spent the last forty minutes in your gym!”

“Really?” Twilight glanced up at Starlight. The petite mare was wearing a jet black, long sleeve cotton shirt that was clearly a tight fit. It outlined her decently sized chest and hugged her core all the way down to her tightly fitting black Yoga pants. Her fur was matted with sweat.

“Oh yes! I did some cardio, barbell, dumbbell, kettle-bell and lots of leg exercises,” Starlight said proudly, leaning back in the chair.

“Since when did you start working out?” asked Twilight with curiosity.

“About two months ago to deal with my anger issues,” admitted Starlight, flipping her purple mane out of her eyes. “I typically just run and do legs but today I felt like tackling some of the other equipment. It felt great! I got a really nice pump going in my arms and my legs feel bigger than ever,” she boasted, lifting her leg up and planting it on the table. Twilight had never really inspected Starlight that closely but she did notice the slightly defined quadriceps and calves on display.

A bead of sweat formed on Twilight's forehead.

“I’ve got to say I can appreciate how much time and effort it took for you to build up that body of yours. The measurements book that’s on the desk in the gym was very revealing! You’ve put on inches and veritable pounds of muscle in the past year!” Starlight sighed, flexing her arm and bemoaning her own limp limb.

“Sure, well, the gym is open and I’m glad you’ve been making use of it,” Twilight laughed nervously, turning away from Starlight and continuing her work. “I’m quite proud of my progress! I appreciate the compliment!”

“You’re welcome! I’d be proud too if I added 18.4 pounds of muscle in as little time as you!” Starlight continued. “The schedule you’re on is so regimented and perfect its not surprising how much muscle you’ve managed to put on. You’re so physically strong!”

Twilight felt a pang of arousal shudder through her body and otherwise ignored it, eyes focused on the words in front of her. “That’s great! Now, as soon as I’m done we can talk all about it.”

Starlight coo’d, her body sprouting up 4 inches taller almost instantly. The arm she’d been flexing lengthened and bulged with fresh muscle, inches of bicep filling the sleeve and giving the dainty mare proper arm definition. Her chest and back swelled slightly, shoulders and lats straining the black fabric. Her legs grew and inflated a few inches larger as well, the already tight pants now practically a second skin, and rode up to about mid-thigh.

In the span of a few seconds Starlight had grown to from a dainty 5’6” to a stronger 5’10” and it felt good.

Starlight brought her leg down and admired her newer, improved body, and the less roomier chair she sat in. Even her breasts had grown from small B cups to a larger C, and three stress lines had appeared on her black shirt.

“I know our schedules are a bit off but we should start working out together!” Starlight continued, not mentioning the minor growth spurt she just experienced. “You clearly know so much more about building up a bigger, stronger body than I do! I mean just look at you! Your arm is filling that short sleeve shirt of yours!” Starlight said, eyeing the tense muscle in Twilight’s arm as she wrote. Starlight scratched her belly and then her eyes went wide, rolling up her shirt to look.

“Listen, this is a great conversation but I need to concentra-” Twilight trailed off. She stopped to stare at Starlight's pink belly, and the faint traces of her abdominals that were on full display.

“Wow!” Glimmer smiled, “Check these out Twilight! I’ve got abs!”

Twilights heart raced and she bit her lip as the flash of sexual desire from before came back with a bang. Starlight SURGED in size right in front of her, inches of height and muscle packing on in seconds. The light abs Starlight were just talking about flexed and swelled into big, square pink bricks of raw strength -her legs and arms thickened and grew into powerful limbs that equaled, then instantly surpassed Twilight's own. Her breasts swelled as well, pushing her clothes to their limits and graduating to EE-Cups faster than an inflating balloon.

In just a few seconds Starlight had grown into a taller, stronger mare rivaling Twilight herself.

“You LOVE this,” Starlight grinned, inspecting her glorious new body. “I can see it in your face and… well. Just look at me!” She punctuated that with a double biceps pose.

Twilight felt her pussy throb and Starlight gained another couple inches in height and mass. “We should stop. I have to fix this spell!”

“You don’t HAVE to do anything,” Starlight got up from her chair and stood tall. The new vantage point was almost dizzying. “Stand up!”

Twilight bit her lip even harder and did stand up. Was her spell that powerful or was she just this horny?

Standing next to each other revealed Starlight to be an inch shorter than Twilight.

“Okay… this is fun but I am literally almost done,” Twilight said, in the most literal way possible. “I really don’t want to leave what I’m doing and come back.”

“Aww c’mon Twilight, cut loose for 10 minutes, you’re practically drooling over my big, muscular body!” Starlight said, raising her arm to flex her new bigger bicep. The end of the sleeve just about reached the middle of her forearm and it looked like it was on the verge of tearing at the bicep. “You made me so much bigger and stronger already! I’m almost as tall as you are!”

Twilight shuddered and Starlight swelled to meet her eyes, and continued until Twilight was staring at her chin. There was a double rip as Starlight's shirtsleeve tore from the growth, the sound of tearing fabric filling the air.

“Just let go! Let’s have some fun!” Starlight bit her lip, feeling the sensations of growth rushing through her body by the second. “I’ve just shot up taller than you! Look at me! I’ve got be a few hundred pounds of muscle already!” Starlight moaned, the slow pace of her growth speeding up as every muscle in her body flexed and bulged. “We should fool around.”

“No, we shouldn’t,” Twilight weakly protested, her heart racing and mouth dry as her building arousal pumped inch after inch of height and mass into Starlight Glimmers growing body. The mare hit seven feet and kept right on going, the sleeves burst from top and bottom as Starlight's growing arms finally grew too large to contain. Next was a long horizontal tear across her chest, followed by another across her muscular back. Starlight met seven-foot six without breaking a sweat and tore off the shreds of clothing on her upper body.

“So… big,” Twilight ogled, her hands aching to do something as she watched Starlight growing before her eyes. The black sports bra quivered dangerously before the hooks in the back snapped off, causing Starlight's growing L-cup breasts to fall heavily against her chest, the dark purple nipples erect in the cool air. The yoga pants she had been wearing looked like a pair of panties wrapped around a tree trunk snapped at seven-foot nine, falling apart and leaving Starlight Glimmer fully nude, her large hands exploring her body in front of a smaller, horny Twilight Sparkle.

“Oh Celestia!” Twilight broke, throwing herself at Starlight's growing, adonis-like body. Twilight's hands went to Starlight's burgeoning chest, the weighty mass of flesh swelling in her hands, the sensitive nipples enlarging in her palm, all the while Starlight ascended in size with small spurts, gaining entire inches at a time on top of her incremental growth.

Starlight moaned in ecstasy, feeling every part of her body as she grew bigger, stronger, more powerful. She could feel Twilight’s small hands reaching, grasping, aching to touch her impossibly perfect physique. It was a fantasy come to life having Twilight worshipping her body like this. Knowing and feeling the literal arousal emanating from this mare was only making her larger and larger.

Twilight couldn’t even begin to keep up as Starlight slowly outgrew her. In seconds she couldn’t reach the growing mare’s O-sized tits and was kissing and licking her powerful abs, each one like a warm, turgid brick and getting bigger. At 10ft Twilight found herself nuzzling her belly button, and the inches kept piling on, the muscles growing, expanding, hardening like warm steel.. Twilight's tongue slid down Starlight's powerful lower abs, each slab bigger than her face and…

Then Twilight was face to pussy with Starlight's pussy. The amazonian mare had to have grown to be 12’ tall. Maybe even bigger. Twilight planted her face against those lips with a sexual ferocity that had been pent up inside her for years, licking and sucking the moist winking slit in every facet she could think of, and her tongue lashed against Starlight's baseball sized clit.

“YESS!!! BIGGERR!!” Starlight moaned loudly, her big body trembling in orgasm. A small flood of pussy juices splashed Twilights face just as it outgrew her and the now smaller mare fell to the floor, looking up in awe at the muscle titan grasping her giant tits in ecstasy. From this perspective it was like gazing up at a chiseled marble statue, and Twilight could just see the lustful expressions on Starlight's face beneath the growing valley of her mammoth tits.

“BIGGER!” yelled Starlight, shooting up in height. Twilight plunged her fingers into her aching pussy and began schlicking furiously, her orgasm building quickly as Starlight began to grow feet at a time between spurts. Starlight's huge hoof, wider around than a stack of cider barrels and still growing slid along the floor right up to Twilight, as she feasted her eyes at the nearly 16 foot mare moaning and growing before her. Twilight’s arousal grew and grew, and so therefore did Starlight until Twilight reached a peak and screamed out her powerful orgasm.

Just as Starlight had hoped. In a flash Starlight's horn alighted with a shimmering green and ‘fixed’ Twilight's spell.

Twilight came hard, her body spasming as her mind was clouded by the force of her orgasm. With her hand busily gripping her flexing pussy she didn’t even notice the magic pouring from her body, the multi-color stream of magic cascading out of her horn and funneling into the air directly to the Starlight's. Every orgasmic pulse sent a fat gush of Twilight's magic into the air to be absorbed into Starlight's horn.

Starlight leapt in height feet per second as her body absorbed and assimilated every ounce of magic in Twilight's body. Twenty-one, twenty-two, twenty-three feet. The ceiling rushed to greet her as every vein in her body pumped her muscles bigger, catching up with their lengthening limbs Twenty-five, twenty-six, twenty-seven. It was power she’d always dreamed of and it was all flowing into her new, magnificent chiseled body

Twilight writhed in pleasure as the last drop of her magic was drained, and yet the spell continued despite the bliss she felt. Her body shrunk in size, the tight clothes she was wearing hanging looser on her frame as mass and muscle deflated from her limbs. In seconds she was a full foot smaller, and then smaller still as the spell she cast took everything. Twilight's once bountiful bosom flattened into a small chest so pitiful not even a training bra would be necessary. Her once wide hips shrank, her firm ass dwindling in size. Every muscle she had atrophied and shrunk as Twilight regressed from a 6’6” 200 lb pinnacle of health to a scrawny 90 lb 4’ weakling.

Twilight didn’t even feel her wings shrivel and dissipate into pale white light.

“BIGGER! MORE!! Yess! YESSSS!” boomed Starlight, clutching her boulder sized breasts and bending over in delight. Her muscular back rippled and flexed, and with a bright splash of light two enormous feathered wings burst out in a shower of sparks, each new 40 foot appendage stretching out to fill the room, the wingtips meeting themselves at the crest and lining the walls of crystal with giant pink feathers.

Finally the spell dwindled, and the new alicorn of magic and power relaxed, every muscle in her 33-foot body relaxing. Starlight explored her gigantic, new body, a body reserved for a goddess, reveling in the sheer physical power she displayed, and the enhanced magical ability she now possessed.

“Uuhng, so big,” came a weak voice down below. “Starlight?”

Starlight Glimmer crouched down, her thighs and calves bulging with untold strength and power, to scoop up Twilight Sparkle in her hand. The little purple mare fit nicely in the palm of her hand, and Starlight stood up to bring the tiny mare closer to her face for a better look.

“What happened… to me?” Twilight sat up and rubbed her head, her shirt sliding down to her lap. Twilight clumsily went to hide her exposed breasts and gasped in shock to find nothing to hide. Only two undersized nubs equal in size to pencil erasers sticking erect from a flat chest.

“Oh Twilight, THANK YOU,” boomed Starlight, watching the measly mare explore her frail, powerless body in shock. “You’ve made me so, SO BIG. So POWERFUL!.”

“Are…” Twilight swiveled her head to gawk at the long, pink wings circling the room, eyes traveling to where they sprouted from Starlight's mountain of a back. “Is this an illusion?”

“Cast your illusion spell to check,” suggested Starlight.

Twilight focused, but nothing came from her horn. Confused, she tried again. No avail. Mustering all her strength Twilight did her best to force one of her easiest spells to come through. A tiny bead of bright light shone from her horn.

Starlight reached with her other hand up and grabbed the tip of Twilight's horn between her thumb and forefinger, and gingerly pulled. A long, thing thread of brilliant magical energy unraveled from the tip along the spiral fluting of Twilight's horn to the base, and with a tug it snapped free. Twilight cried out in pain and clutched her forehead.

“And thank you for bringing forth your magical vein,” Starlight smiled, rolling the thread of light in between her fingers. “I actually didn’t know how to find it myself. It’s a good thing you gave it a try.” Starlight rolled the magic point into a ball and reached up to push it into the tip of her horn. The light glowed brightly and traveled through the spiral fluting, becoming one with Starlight Glimmer’s magic. The already titanic mare shuddered and grew another three feet, her horn now pressing against the ceiling.

“Why?” Twilight felt tears well up in her eyes as the realization of what happened hit, she fell backwards, laying against a finger as long as she was. “Why would you do this?”

“Because it was too easy,” Starlight affirmed, practically scolding Twilight. “Because you opened yourself up for it in a way that allowed me to pull it off flawlessly. Because you left your spell breakdown and recorded edits an open book on your table, free for anyone to sit down and read. Because I never stopped wanting power deep down inside.”

Twilight sobbed, a completely helpless, powerless frail little unicorn.

“And now that I’ve pulled every last ounce of magic out of you I am unstoppable,” said Starlight Glimmer, settling down onto floor, the castle groaning from her sheer size and weight. Starlight folded her wings and sighed satisfactorily, reclining onto her backside and dumping the sobbing unicorn onto one of her massive hill sized breasts. Twilight tumbled, completely falling out of her clothes, and the naked mare had to grab one of her huge, cider barrel sized nipples to hold on.

“How could you do this?” Twilight felt her grip loosen as the slippery nipple grew erect. She wasn’t strong enough to hold on. “We… we’re friends! After so long you just betray all of that because it was easy!?”

Starlight laughed and Twilight fell off her breast, tumbling down the valley of her muscular abdomen until she came to a rest within the depression of Starlight's belly button.

A flash of magic erupted from Starlight's horn and Twilight felt her thighs tremble. She looked in horror as both pink star cutie marks were pulled from her flanks, and floated into the air right into the palm of Starlight's hand.

“How have you not realized this yet? Tutted Starlight, swelling another foot larger as the cutie mark magic was absorbed into her body. “We aren’t friends anymore.”

Right on cue, the large, flat stone table currently in between Starlight's mammoth muscular thighs and pressed up against her enormous pussy lips blinked to life. The cutie marks of Twilight's five friends appeared and began circling the castle.

Starlight grinned evilly, “I’ve always loved this table.”