Rarity stretched her arms over her head, sighing contently. It had been far too long since she had a day like today. A day where she didn’t have to do a thing. Nowhere important to go, nopony important to see, nothing important to do. It was, in its own way, infinitely beautiful.
Also beautiful was the weather at the shores of Canterlot. A bright sunny day was a gift from the pegasi after weeks of rain. Rarity strolled into the stand, wearing a blue bikini, a transparent blue skirt, and the magical pendant given to her by her mistress, Princess Twilight. Rarity may not have needed the pendant’s magic on vacation, but it complimented her style and made her stand out at the beach. Besides, the enchantment provided a very welcome boost to the size of her breasts and her rump. It would have been criminal not to wear it. She walked with two popsicles floating beside her, a natural sway to her wide hips.
Across the beach, Fluttershy had set up two towels beneath a large umbrella. The yellow pegasus had on a pink bikini that matched the color of her mane, casually sitting on one of the towels, her eyes darting across the waves as they rolled onto the sand.
One of the popsicles Rarity was carrying floated its way to Fluttershy. “Is something the matter, darling? You look so preoccupied with the water…?”
Fluttershy held the popsicle’s stick gently in both hands. “Oh nothing, Rarity. I was just waiting to see if any animals washed on shore! It would be such a fascinating conversation.” She smiled and gave the tip of the popsicle a gentle lick.
Rarity chuckled as she sat on the free towel, swirling her tongue across the tip of her popsicle. “You and animals, darling. We’re coming here to have a day off! To just enjoy ourselves.”
“I know, but… I can’t help it sometimes. My mind just wanders.” Fluttershy’s popsicle dripped a sugary drop onto her hand, but she hardly noticed.
“Wanders to what?” Rarity gave a long slow lick to her popsicle as Fluttershy nervously fuddled with her own. When Fluttershy spoke up again, her voice was tense.
“Well, it’s just that… I’ve been thinking about getting into a new line of work after all. And, I was wondering…”
Fluttershy looked up as she rested the popsicle over her large breasts. “Is Princess Twilight… looking to hire any more pets?”
A smile crept across Rarity’s face, giving her popsicle stick another lick as she kept her eyes on Fluttershy. “If you mean ‘servants,’ then my mistress is always looking for more help. It’s Princess Sunset who hires pets. But if that’s your game, darling, then I certainly hope you can take a huge pair of hyper cocks.”
“A huge… pair of hyper cocks?” Fluttershy brought the popsicle closer to her lips, another sugary drop sliding from the tip down to her hands.
Rarity leaned in closer. “Oh yes, darling. Princess Sunset Shimmer is a purely dominant beast. All of her pets have to show complete loyalty. Why, I once saw the princess order one of her pets to get on all fours and bark like a dog to prove her dominance. Now, my mistress, Princess Twilight… well. Just because she’s not as much of a taskmaster doesn’t mean she can’t get my fires going. After all, she’s got the biggest dick in all of Equestria.”
Fluttershy’s face flushed red, panting steadily across the tip of her popsicle, rubbing her hands together over the popsicle stick. She brought it up to her lips, feeling the cool sweetness rub against her tongue.
“Does… she like big boobs?” Fluttershy said softly. Her large breasts stretched out the thin fabric of her swimsuit, softly bouncing as she leaned her head back.
Rarity whispered into Fluttershy’s ear. “Does she? Fluttershy… She gives us all jewelry to make us even bigger. Even what I’m wearing right now is making me a few cup sizes larger from her magic… As a hyper, she can’t get enough of them.”
“Unnh…” Fluttershy moaned gently as her lips caressed the popsicle, sliding it back and forth across her warm tongue. The sweet flavor melted, sliding down her throat. Rarity’s popsicle floated down to the bottom of Fluttershy’s bikini, making her gasp from the sudden cool touch.
“Why… I’ve grown to the size of a dragon. And bigger. The necklace lets me do it. I’ve paraded myself naked through the streets, letting everyone see me as a giantess on her orders. And I’d do it all again, darling. Right now. The moment she tells me to be, I am hers.”
Fluttershy shuddered, a pleasant shiver running down her spine. She could just picture Rarity doing it. Vividly. Fluttershy crossed her long, smooth legs over each other on the towel, panting harder around the popsicle. Her lips met the tip, gently sucking the sweet juice down her throat.
“Is that what you want, darling?” whispered Rarity. “Do you want to serve the princess like that? Having her stare at you, lust after you... make a servant out of you, my dear? Go on… say it. Tell me you want it.”
Fluttershy slowly slid the popsicle stick from her mouth, her eyes closed, and her nipples perked against her bikini. “I…”
The popsicle sticks in Fluttershy and Rarity's hands were suddenly slapped away into the sand, making Fluttershy's eyes snap open. The two of them looked up to see a tall thin unicorn standing over the two of them. She had lavender hair, a purple bikini that barely covered any of her splendid yellow skin, a flat expression on her face. Fluttershy couldn’t read it, but Rarity saw the brimming hatred just behind the mare’s eyes.
“You? A servant to Princess Twilight? Common peasant folk like you aren’t worthy of Her Royal Highness and that monster cock.” She popped her hips to the side, making a well-toned skin almost shimmer in the sunlight.
Fluttershy’s face hid behind her mane, trying to avoid meeting the woman’s eyes. Rarity’s gaze narrowed, standing up straight and pacing forward.
“Now see here!” said Rarity, poking the taller woman in the collarbone. “Just who do you think you are, treating her like that? How unladylike.”
The tall woman tilted her head to one side. “Of all the ponies I expected to see with rabble rousers, you weren’t one of them, Rarity. Let me remind you: Upper Crust doesn’t lower herself to interacting with these peasants.”
Rarity’s cheeks were turning red, but for a different reason. “Fluttershy is not a peasant! She is twice the woman you’ll ever be.”
“From where I’m standing, I’m already twice the woman she is.” Upper Crust glanced down at the shorter pegasus, who was still hiding her face. Yet, her body language said she’d rather be anywhere else right now. “And you, Rarity, should take my advice. That pegasus is nothing but a pair of big boobs. It takes way more than that to pleasure a princess. I thought you, of all ponies, would know that. If you continue to act unlike a proper lady, I will see to it that there are… consequences for your actions.”
“Consequences?!” Rarity’s voice carried across the beach, turning a few heads that weren’t already turned by her beauty. “You ruffian! I will-!”
“Rarity!” came a small squeak from beneath the umbrella. “Rarity, it’s alright. Let it go...”
Upper Crust couldn’t help but smirk, flipping her mane over her shoulder. “You see? Even this pegasus knows her place. Now I suggest you learn the same.”
She walked away, a natural sway to her hips and bounce to her toned ass. Rarity might have been inclined to notice were she not so mad. She snorted like a bull, her fists clenched. However, Rarity quickly regained her composure, sitting with her legs crossed on her towel. Fluttershy glanced up, only noticing that Rarity was sitting perfectly still. She was facing the waves, but her eyes were unfocused. Her thoughts turned inward. Her mind racing. Planning her next move.
Fluttershy slowly came out from behind her mane. “Rarity… Please don’t.”
“Please don’t what, darling?” Rarity said coldly, still staring at the water. “I heard you.”
“I can tell you want to do something!” said Fluttershy, sitting up a little more. “It’s okay, though. She’s just a bully. And besides, she’s right. My boobs are all anypony really notices about me. That’s not good enough for…”
Fluttershy was cut off by Rarity gently putting two fingers to her lips. She finally turned her head to Fluttershy, her expression much softer.
“I will not hear one word of that, darling. If you want to become a servant to my mistress, I will put in a good word for you. As for that ruffian who thinks she can say those kinds of things to a friend of mine? Well…”
Rarity stood up from her towel, looking down at the magic pendant around her neck. “I think I can do far better than twice the woman she is.”
Fluttershy reached her hand out, opening her mouth to speak again. But Rarity had already decided. The pendant began glowing. A gentle light soon gave way to a bright shine, and Fluttershy knew the matter was settled. She watched as Rarity’s perfect body slowly grew. The swimsuit stretched and struggled to hold onto the unicorn’s beautiful frame as there was more and more of her every moment.
It was fighting a losing battle. The bikini had soon snapped away completely as Rarity had doubled her size. And she still wasn’t done. The pendant grew with Rarity as its magic gave her several steady pulses of growth, her alabaster frame on full display. Even as Rarity grew, her long, smooth legs strode towards Upper Crust, letting everypony else see her naked, toned body and its every gorgeous curve.
Fluttershy was just stunned, watching Rarity work with a blush on her face. Her hands toyed with her mane, panting again. Not that Fluttershy didn’t already think Rarity was a beautiful woman -- she’d have questioned the sanity of anypony who said otherwise. But this was far different. This was awakening something in Fluttershy she didn’t know was there. As she saw Rarity become… so much more, Fluttershy felt a primal urge. Her folds grew warmer the bigger Rarity got. She wondered what Rarity was going to do to Upper Crust. She didn’t want to wait.
While Rarity took great care to avoid stepping on anypony else, the rest of the beachgoers could only stop and stare at the unicorn giantess strolling down the beach. Rarity was at least fifty feet tall. Smart money said she was closer to sixty. And it was impossible to ignore the giantess, walking down the beach like a runway. Being so big made the natural jiggle and sway of Rarity’s hips even more pronounced. The stern look on her face without even a hint of a blush showed that Rarity wasn’t even a bit embarrassed. This was a strong, confident, sexy woman, and Celestia help the one who had made her angry.
Upper Crust was among the many who saw Rarity walk. And the look on Rarity’s face spoke volumes. Upper Crust turned to run, managing to get a few steps before she was ensnared by a blue unicorn aura. She kicked and fought against the spell, but Rarity’s power had increased along with her size. Upper Crust may just as well have been trying to break through a steel cage.
Rarity brought Upper Crust close to eye level with her, coming to a slow stop. Rarity smiled, playing with the curl of her mane. “Do you like it?” said Rarity, her voice thundering across the beach. “The ‘big beautiful woman’ look is in this season.”
Upper Crust stammered for a moment before she found her voice. “R-Rarity, please, this has all been just a misunderstanding…”
“Has it?” said Rarity, bringing Upper Crust slightly closer. “Because I understand what happened perfectly. You insulted my friend, told her that her desire to serve the Princess the way I do as a concubine was a fool’s errand. I understand that you thought yourself too beautiful and sexy to be touched by anyone but nobility. Do I have that correct?”
Silence. Upper Crust’s eyes darted left and right.
“I thought so. And now, I’m afraid I’ll just have to show you why I am Princess Twilight’s head servant mare…”
“W-Wait!” said Upper Crust. “You can’t do this! Please don’t hurt me!”
Rarity chuckled, bringing her hand to her mouth. “Hurt you? Oh, my dear Upper Crust. I am no vicious brute. I don't want to hurt people. No, my game is far different…”
Upper Crust floated downwards towards Rarity’s huge breasts. The smaller unicorn gasped, pulled forward by magic against the pillow soft tits. As her hands braced against the alabaster skin, the sweet scent of Rarity’s perfume and sweat overtook Upper Crust.
“I’m going to make you beg me to never stop.”
Fluttershy shoved her back down against the towel, wings spread out, her hands stuffed into her bikini, grabbing at herself. She inhaled sharply through gritted teeth, watching Upper Crust disappear into Rarity’s chest. Fluttershy’s bikini snapped up over her huge breasts as she gripped herself. Rarity only had a dainty smile on her face as her magic worked Upper Crust slowly across her cleavage, gently but steadily moving further and further against her chest.
Caught between Rarity’s boobs, Upper Crust’s pushing and shoving only made Rarity’s tits jiggle more. The ponies beneath the giantess watched with tented trunks and perked tops as Rarity’s hands pushed her breasts together around Upper Crust’s body. The glow of her magic faded, leaving Upper Crust to frantically grab at the white boobs around her for support. Rarity turned to face the opposite end of the beach, giving even more of the crowd a delightful view.
Upper Crust’s face flushed as softness flooded every nerve ending of her body with a pleasant warmth. Even the tits of the dragon she’d slept with last month didn’t feel this warm. Her hands began kneading the soft white skin in her hands, her legs trying to part against her cleavage prison. The pulse of Rarity’s heartbeat gently rocked her forward against the fat tits, making Upper Crust have to bite her lip to keep from moaning.
“What do you think, Miss Crust? Enjoying yourself?” said Rarity. She watched Upper Crust’s hands work in slow circles, felt her hips rocking, and could smell the scent of her sweat.
One of Upper Crust’s eyes opened, glancing up at Rarity. “I’ve… nngh, I’ve never…”
“You’ve never what? Had anypony quite so big as me?” said Rarity, letting go of her huge breasts. The natural jiggle and sway of her tits made Upper Crust nearly fall from her cleavage. She grabbed on tight, inhaling sharply. “Darling. I haven’t even shown you what I’m capable of yet.”
Upper Crust gave out an audible wince. Rarity’s lips coiled into a devious smirk, one fingertip sliding between her large breasts from below. Her finger rubbed against Upper Crust’s legs, grinding into the sweet spot across her groin. With nothing holding her in place, Upper Crust was forced to hang on to Rarity’s tits, taking every bit of Rarity’s pressure with no avenue of escape.
Fluttershy had since yanked her bikini clean off. Laying on her towel, naked, she twisted her hips down hard against the towel. One hand gripped her own tit and twisted her nipple. The other had three fingers pushing deep into her folds. Beads of sweat rolled down her forehead, her wings and mane spread out in an unkempt mess across the sand. She stared at Upper Crust with narrow eyes, transfixed on the pony between Rarity’s breasts.
Rarity’s rubbing with just one finger was already making Upper crust moan in spite of herself. She’d kept a grip on Rarity’s boobs, but her legs were spread apart as much as they could be in the tight cleavage. The ponies below watched Upper Crust work her hips against Rarity’s hand. The tight grip began to give way as the pleasure overwhelmed her good senses. Soon, Upper Crust had completely released Rarity’s tits, held up only by Rarity’s delicious rubbing.
“Look at that,” said Rarity. “Just one finger? Is that all it takes to get you off, Miss Crust? Surely such a fine upstanding lady as yourself needs only the best sexual stimulation on the planet to get off?”
Upper Crust looked back up to Rarity, panting and sweating. “I-I’m… guh! Y-You… You… I’m not’... unh… ooh, sweet Celestia…”
Rarity’s smirk went wider. “And now you know why I’m the best. Now. If you want me to finish you off, I believe you owe my friend an apology?” Rarity’s heavy hoofsteps strode across the beach again. Most of the beachgoers were too stunned to move out of the way of the giantess. And no one could take their eyes off of her, anyway. But Rarity’s dainty movements were still flawless.
Stopping at the shoreline with the waves licking her feet, Rarity leaned forward towards Fluttershy, letting her see Upper Crust between her boobs. Seeing Fluttershy openly masturbating turned Rarity’s confident smirk to a warm smile. Rarity would have called it rather cute, if she didn’t have an image to maintain. Upper Crust felt Rarity’s finger push even harder against her groin, keeping Upper Crust moaning helplessly.
“Well? What do you think, Fluttershy? Do you think Miss Crust deserves to be forgiven? Or has she not learned her lesson yet?”
Fluttershy’s eyes darted between Rarity’s huge eyes and Upper Crust’s pleading face. While Fluttershy’s hands had stopped for the moment, her face turned bright red. She finally settled on Upper Crust’s face, inhaling sharply.
“Humiliate her!”
Upper Crust would have recoiled in terror, were she not trapped between the biggest tits in the world. One of Rarity’s brows raised.
“Humiliate her more!” shouted Fluttershy. “Make her blush like a schoolgirl! Put her in her place! Call her names! Show her how much better you are than her!”
Fluttershy’s eyes narrowed. Her eyes pierced right through Rarity. “Make her your bitch.”
Upper Crust shivered, slowly looking upwards. Rarity had already begun staring between her tits, taking a few slow steps back into the water.
“You heard the young lady.”
There was no time to protest. Rarity leaned forward, laying down across the sand until her huge breasts touched the beach. Upper Crust was finally back on solid ground, but the huge breasts of Rarity were smothering her against the sand. The weight lifted from her body for only a moment before it descended back onto her, pinned again. Then relieved. Then pinned.
Rarity slid her fat tits across Upper Crust, using her lithe body as a toy to tease herself. Upper Crust’s hands pushed forward, but they were helpless to stop the tide of Rarity’s chest. Fluttershy’s hands began moving again. Slow, but rough. She kept her narrow eyes focused on Upper Crust, seeing the blush on her face, trying and failing to stop Rarity.
Rarity shot a look over to Fluttershy, then back to Upper Crust. She leaned her head down closer to her prey, putting more pressure on her as a result. “You like that?” said Rarity. “You like being stuck under my tits like the toy you are? Huh? Is that what you like?”
Upper Crust drew in a sharp breath. Rarity’s tits stopped moving just long enough to get her air back. “I’m not…”
The weight smothered Upper Crust again. “You are what I say you are!”
Fluttershy whimpered. She bit her lip, arching her back, raising her hips into the air on shaky legs.
“And you’re nothing!” said Rarity, letting Upper Crust have a moment free of her tits before pushing her helpless prey back into her cleavage. “Nothing but a useless toy who gets off making other people feel worse! I’m Princess Twilight’s head servant! I’m the greatest concubine in all of Equestria!”
Upper Crust writhed in ecstasy beneath Rarity. She laid flat on her back. She wasn’t trying to crawl away. She wasn’t trying to grab on. She wasn’t trying to fight it anymore.
Rarity’s chest gave Upper Crust only the briefest of respites. Smothering her against the sand. “You’re nothing compared to me! You’re just some rich slut from Canterlot who loves to see herself get humiliated by her betters! Isn’t that right?”
Upper Crust stammered. Her head was pushing hard against the sand.
“I said, isn’t that right!?” Rarity’s boobs swallowed up Upper Crust one more time.
“YES!” Upper Crust screamed up to the heavenly giantess. “Yes! Yes yes yes! I’m a toy! I’m a slut! I’m a filthy slut!”
“That’s right. Very good.” Rarity leaned backwards, curving her luscious muscles, her breasts hanging just over Upper Crust’s head. “Now prove it.”
Upper Crust sprang upward, latching her hands onto one of Rarity’s breasts. Her tongue frantically licked at the huge nipple, caressing it with both of her hands. The scent of Upper Crust’s honey was stronger than the sea to Rarity’s fine-tuned nose.
Fluttershy wasn’t far behind. She was squirting across the towel moments later, staining her hand with her sweetness. Rarity couldn’t just leave it there, though.
“Then toy, you owe a certain somepony an apology. Now go apologize properly, or you’ll never taste these tits again.” The giantess leaned back further, both Upper Crust and Fluttershy in her shadow. Upper Crust reached upwards, but didn’t even come close to grasping Rarity’s softness. She turned around slowly, crawling on her hands and knees to the disheveled Fluttershy.
“I-I’m sorry, ma’am,” said Upper Crust, her face low and hiding her eyes from Fluttershy. “I’m sorry. You’re a beautiful, gorgeous woman, and I’m just a toy…”
Seeing Rarity’s handiwork up close like this was giving Fluttershy incentive to keep her hands moving. Her wrist ached as she kept shoving her fingers into her wet folds, but she didn’t care. Her soft yellow tits felt like they were being squished by her tight grip, but she didn’t care. She was masturbating in front of one of her best friends, and everypony was staring at her. But she didn’t care.
“Nnngh…” Fluttershy looked past her fat yellow breasts to Upper Crust. “If you’re really sorry… then… t-then…!”
A rub from behind on Upper Crust’s ass stole her attention away. One finger once again worked its magic, this time on Upper Crust’s butt, kneading in slow clockwise circles from the giantess. Rarity had a dainty smirk on her face as Upper Crust whimpered with delight, pushing her butt back against Rarity’s fingertip. Even with just the smallest touch, Rarity was masterful. Upper Crust pictured Rarity giving the treatment to Princess Twilight. The smell of sex that came from Fluttershy was making it all the easier to picture.
“Now then…” said Rarity. “If you’re truly sorry, toy, you’re going to buy two more popsicles to replace the ones you ruined. Then you can be done. But not a moment before.”
Upper Crust got to her feet, needing a few moments to find her beatings on shaky legs as she walked away. She was still sweaty, her legs coated with her own honey, her bathing suit likely permanently stained with Rarity’s scent.
Rarity closed her eyes, her horn glowing. A purple aura surrounded Rarity as she slowly shrunk back to her normal size, magic flowing into the pendant.
Down on the towel, Fluttershy was an absolute mess. Her wrist ached, her hair was tangled, she was soaked with her own sweat and honey. Her eyes were closed. She was panting, a hoarseness to her voice as she spoke.
“Rarity…?”
Fluttershy saw her friend had leaned down and smiled at her. “So, how did you like it?”
With a lunge, Fluttershy grabbed Rarity’s shoulders and kissed her. Rarity’s eyes went wide, instinctively clutching Fluttershy’s shoulders. Fluttershy locked her lips with Rarity’s for a few moments until the fog of lust lifted from her mind. Her eyes slowly opened, seeing the beautiful face of her best friend inches away.
Fluttershy’s eyes went just as wide as Rarity’s had, suddenly pulling back and trying to straighten her tangled mane. “Oh! Rarity, I’m sorry! I don’t know what came over me just then!”
Rarity only chuckled to herself, brushing her hand across Fluttershy’s shoulder. “Don’t you worry one hair on your pretty little head, Fluttershy. I get that kind of reaction all the time…” Rarity’s hand slid down Fluttershy’s arm to her thigh, squeezing close to Fluttershy’s rump. “And hopefully, so will the princesses when I put in a good word for you.”
A soft gasp, and Fluttershy looked back to Rarity. “You will? Oh, Rarity, I…” She almost lunged forward again, but caught herself with a blush.
“Think nothing of it, darling. Now then, as we were? I do hate how out of hand things became. Such behavior is so unladylike. But…”
Rarity held out her hand. A popsicle was gently placed in her palm by Upper Crust with a timid push.
“It does have its benefits.”
