The Best Laid Plans

by AzureDreamer

Rating: mature
Tags: Fetish, Lightning Dust, Slice of Life, Sex, Anthro, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Changelings, Original Character, Porn
Length: 9022

Lightning Dust's attempts to prevent her Changeling marefriend from getting pregnant backfire spectacularly and she ends up transformed into a hyper-pregnant changeling queen herself.

Lightning Dust has always had issues with parenthood. Her turbulent childhood left her with deep seated anxieties and fears that she's never really been able to get over. Ideally that would be the end of it and she'd not have to think about being a mother ever. But when your girlfriend is a changeling Queen with a biological compulsion to breed, the subject of parenthood isn't something that's so easily avoided. For now she's managed to get by using magic contraceptives and promises that eventually she'll get over it.

Unfortunately for Dust, her latest batch of magic contraceptives aren't quite what she thinks they are. The issue is about to get forced.

Of course, that might not be a bad thing.

WARNING! CONTAINS ANTHROS, FUTA, SIZE DIFFERENCE, TRANSFORMATION, CUMFLATION, LACTATION, GROWTH, MACRO, HYPER PREGNANCY, VARIOUS FORMS OF GROWTH AND EXPANSION, OC ON CANON, AND PROBABLY A BUNCH OF OTHER WEIRD STUFF

cover art by airship king

This story was a patreon reward for Lei! If you liked it, consider donating to fund more stories like it!

Published 2020-02-02 22:30:01 UTC
Last updated 2020-02-02 22:30:01 UTC

Bringing a whole new meaning to the term "size queens"

Lightning Dust’s life had taken several unexpected turns in the past few years. Honestly putting it that way was a massive fucking understatement. Things had gotten weird. Likely an unfortunate reality of living in Ponyville – the place seemed to be a nexus of weird shit. And Dust seemed to have accidentally bumblefucked her way into the middle of it.

Things had been a bit rough for a while. Which was unsurprising – Dust frankly needed time to get her shit together that diving headfirst into a long-term relationship didn’t give her. Especially considering that it was a long-term relationship with someone who at the time had been a complete stranger. And also a changeling, that was something crucial to remember. A changeling queen, to be even more specific, though to be fair at the time neither of them had been aware of that particular detail which resulted in some minor drama. Which was another massive understatement.

But all of that was well and truly in the past. And, frankly, Dust had spent an awfully significant percentage of her life so far living in the past and she was frankly a bit fucking sick of it. Sick of her shitty childhood dragging her actually pretty neat present down. So fuck it. Fuck all that noise, she was going to do what she did best and stubbornly throw her face at the problem over and over until it went away.

Of course, that was easier said than done. There’s some things that a pony just can’t move past without a whole lot of work and a whole lot of time. Deep seated issues that aren’t gonna go away just because you’re sick and tired of having those particular deep seated issues.

The idea of having children was a big one. Dust refused to become a parent because she was terrified of turning into her abusive mother. Or at least that’s what her therapist said. Which was a problem because, again, her significant other was a changeling queen. And changeling queens had a biological compulsion to breed. A conflict of interest that had almost destroyed their relationship on several occasions. But it was a conflict of interest that Dust was genuinely interested in overcoming. She wasn’t entirely sure if she wanted to be a mother, but she was at least sure she wasn’t ready to be one. Which is where the therapist came in – so she could slowly but surely work her way past those issues and get to the point where she was ready to be a parent. That was the long-term goal.

And in the short-term, they were both girls so they just had to be careful with their usage of dick magic. Khepri was a changeling queen, as stated before, and thus apparently was absurdly fertile across pretty much any given species. But that wasn’t actually that big of a problem problem because, shockingly, it took a lot more work for Dust to have a cock than for the shapeshifter in the relationship. And, by all accounts, it was a lot easier for a pony to get a changeling queen pregnant than the other way around. Or at least that’s what Carapace said. Dust elected to take most things Carapace said on the subject with a grain of salt. Not that she didn’t trust Carapace to know that kind of detail of changeling biology – on the contrary, the woman was practically an expert on the subject. No, the problem was that Carapace was a compulsive liar and had a frankly kinda creepy investment in Dust and Khepri starting a hive.

Just to be safe, Dust invested in some herbal contraceptives from Zecora. “I take these and you take those. Just one each.”

“Okay...” Khepri seemed dubious, which was understandable. Zecora, after overcoming the townsfolk’s initial wariness of her, had since developed a reputation as a bit of an asshole. Where Dust didn’t entirely trust Carapace not to lie to them in order to engineer a pregnancy, she didn’t entirely trust Zecora not to give them fertility drugs instead of contraceptives for literally no apparent reason.

“Don’t worry, I checked with Twilight and she’s pretty sure they do what Zecora says they’ll do.”

“That’s good enough for me,” Khepri said with a shrug. “If it means we get to fuck more often, I’m down with anything.”

“It should boost your productivity while nerfing your fertility and hopefully curbing some of those, ah, breeding instincts.”

“Supposedly.”

“Supposedly, yeah.” Both of them were pretty thoroughly invested in getting to have more sex. They were just barely no longer teenagers, at least in terms of raw numbers. And they both had fairly active libidos – especially Khepri. So neither of them were particularly invested in thinking through the potential ways this whole thing could go wrong. After all, Zecora was a zebra, not a pony, and definitely not a changeling. Neither of them could really say for certain that these pills would work the same on Khepri or even on Dust as they would on a zebra.

But frankly they were both too horny and too dumb twentysomethings to care. “I’m gonna shapeshift a dick up first. I dunno if it’ll work if I’m a girl when I take it.”

“I’m surprised you haven’t already,” Dust replied, popping her own pill in her mouth before pulling off her tank top. The two mares were almost perfect opposites when it came to their physical appearances. Dust was short – she preferred the term compact – and athletic. Even after she’d gotten out of competitive flying, Dust had still remained very physically active and as a result was very well muscled. Her abs in particular were her pride and joy, but every single muscle was decently defined without being outright masculine like some female athletes ended up. She took some amount of pride in that – she was decently buff but also had fairly solid b-cup breasts, and an ass to die for. It filled out her tight booty shorts very nicely, though admittedly it wasn’t particularly soft.

Still, it didn’t need to be soft to drive Khepri wild when she turned around, bent over, and wiggled a bit. The larger mare grinned eagerly, reaching over and giving it a good smack. “I could bounce a coin like ten feet offa these.” Khepri had always been the taller of the two. Where Dust was five feet even, Khepri was a solid six – and that was before she became a mature queen. Of course maturing as a queen resulted in her getting even bigger all over.Even without shapeshifting, she was eight god damn feet tall with head-sized tits, thick thighs, a big fuckin’ ass, and just enough tum to be nice and soft without being fat. The perfect picture of a sexy, fertile milf – though admittedly minus the M part of the acronym. That was ideally still a few years off.

And, of course, her cock was big too. Even considering she was eight feet tall, it was long enough for her to titfuck herself comfortably and to slightly less comfortably suck herself off with only a little bit of bending. Compared to Dust, though, it was colossal. It’s bright, glowing green length was a good two and a half feet long and thicker than some children. Dust had needed magical help to even be able to take it at all without Khepri having to shrink down considerably. And, of course, Dust being a massive size queen, shrinking down was out of the question. She’d eventually settled on some custom enchanted nipple piercings that let her take basically anything effortlessly. Khepri had, of course, been perfectly willing to shrink herself down or even just shapeshift herself a more reasonable cock in the first place, but Dust had been very loudly insistent that Big Cock Good.

God, all this thinking about Khepri’s cock was making her fucking horny. “Less smacking my butt and more taking your medicine.”

“In a minute, geeze. Considering you’re the reluctant one you’re sure eager to skip the foreplay.” Khepri knelt down and pulled Dust’s shorts off before giving her marefriend’s ass a nice solid squeeze. It was, of course, not the most squeezable ass, but honestly Dust didn’t really care and apparently neither did Khepri.

“Okay, fine, a lil’ bit of foreplay before the main event,” Dust muttered.

“We’re doing foreplay regardless of your opinion on the matter, Dusty. I know you’re eager to get pumped full’a my baby batter but we’ve gotta warm up the engine a bit first.”

“Could you maybe not call it baby batter?”

“No.”

Dust rolled her eyes, but decided not to push the issue. She was, frankly, horny enough that it overrode at least some of her anxiety. Not enough that she’d be willing to actually cross that final threshold and have a child or two or two hundred or however many thousands that her marefriend’s biology demanded, but at least enough to overlook talk of baby batter. Khepri took Dust’s silence as her cue to move forward. She grasped Dust’s cheeks and spread them apart, revealing her prize; her marefriend’s moist cunt. “Wow, you’re already soaked.”

“Mnf, it’s been a long day.”

“Sweaty too. You been workin’ out?”

“I’m not changing my workout routine just ‘cos we’re planning on fuckin’,” Dust grunted in response. “Are you complaining? I could go take a shower or something.”

Kherpi leaned in and took a deep sniff. “Hell no. You smell good.” She leaned in even closer – which amounted to burying her snout in Dust’s cunt, drawing a sharp gasp from the smaller pegasus.

“Fffffuck that’s nice, babe.” Khepri responded with a grunt, too deep in pussy for coherent words. She pressed even more firmly into her marefriend’s ass, gently nibbling at her clit which drew out an immediate reaction. “Oh fuuuuuuuuuuuck!” Dust cried as she climaxed, slender hips rocking and bucking and soaking Khepri in sweet-smelling marecum. “God dammit, Khepri, stop teasing me and put it iiiiinnnnnnn~”

“I’m not teasing you, you’re just on a hair trigger.”

“Stop fucking about and start fucking me!” Dust’s wings spasmed open, spread as wide as possible, rigid and quivering. The proverbial wingboner – supposedly a result of orgasm robbing them of fine control. Khepri had always thought it was cute.

“Okay, okay, sheesh, no need to get impatient. Just lemme pop my pill, okay? Don’t wanna get you pregnant.”

“Mnf,” Dust responded sullenly. Khepri had a point – she didn’t want to get pregnant, after all. Still, she was really fucking horny today. It had been a while since they’d gotten to fuck, after all. She couldn’t help being a little pent up. “Mmmmmaybe you could put it in and then take the pill,” she said, as a compromise between her anxieties and her libido.

“Will do, Dusty~” Khepri responded. She sloooooowly pulled her face out of Dust’s butt, pointedly taking her time with it – she’d said she wasn’t teasing but that had been a bit of a fib. She couldn’t help that Dust was so fun to tease! Still, it wasn’t exactly fair to drag things on too long. And anyway, Dust wasn’t the only person in the room eager to get to the good bit. Khepri used her hands to keep the cheeks spread while also holding her cock steady and aiming it at her marefriend’s eagerly waiting entrance. That was one big advantage of having shapeshifting powers, she found. Having the ability to grow an extra pair of arms or two at will was both sexy and practical. She prodded gently but insistently at Dust’s cunt, taking this one last opportunity to do a bit of teasing. “I’m gonna put it in. You ready?”

“What do you fuckin’ think?”

Khepri rolled her eyes, though really she didn’t blame Dust for being quite so eager to get going. Again; she wasn’t the only one who wanted to get to the good bit. She prodded and pushed and pushed until she slid in. Considering how fucking tight Dust was, entering her was almost effortless. Which wasn’t really too surprising, considering the enchanted piercings. Still, it felt good, in a way that it wouldn’t have if instead she just had a more reasonable sized penis that could just fit in her marefriend without magical intervention. So point to magical intervention, she supposed. “Mnnn, you’re so fuckin’ tight, Dusty,” she muttered, licking her lips hungrily.

That was probably enough time wasted ruminating on things rather than actually fucking, Khepri decided. And anyway now that she was inside, she had a bunch of extra arms and nothing to do with them. That just wouldn’t do. So, rather than use her shapeshifting to get rid of the arms like a coward, she decided that a chance of position was in order. “Hup!” she grunted, hefting Dust upright into a reverse suspended congress. One set of hands supported her butt, another held her legs over her head (Dust was very flexible), and a third played with her boobs. Clearly, this had been a good decision, as Dust let out a low gurgly moan as she reached over and grabbed at the sizable bulge of Khepri’s cock, gently stroking it through her own body. Which, Khepri supposed, was a point against magical intervention. Her shaft was notably bigger than Dust’s torso, and frankly the bulge got in the way at times.

“Oh wait shit right the pills.” Khepri scrambled to grab the bottle and pull out a pill – easier said than done, considering all six arms were currently occupied. She couldn’t afford to delay, though. This particular position left Dust feeling even tighter than doggy-style did and she’d already been fairly close to climax. Eventually she reluctantly removed her hands from Dust’s pert tits. She needed both in order to open the bottle – which was, like every other pill bottle in the world, unreasonably difficult to open. Khepri hadn’t been expecting a childproof cap considering that Zecora lived in a hut in the middle of the Everfree forest. She didn’t have the money or infrastructure for indoor plumbing but apparently could afford pill bottles with childproof caps? After some finagling (and removing one of the hands holding Dust’s ass to get some extra leverage), she finally managed to pop open the lid and pop out a pill. “There, fuck. Okay taking my pill now and then we can get going.”

Dust responded, but it barely counted as a response – she gurgled wordlessly convulsing slightly in pleasure. Though she wasn’t quite out of it enough to stop playing with Khepri’s cock, the changeling noted with a small amount of annoyance. It was taking a lot of concentration to not just fuckin’ erupt right then and there. And that would be bad because, again, she’d not actually taken her anti-fertility pill yet. Which honestly probably wasn’t the smartest decision that they could have made, in retrospect. The medication almost certainly took time to kick in, time that they decidedly weren’t giving it because they were horny god dammit.

Well, whatever. Most of the impatience to get to the good bit had been Dust, and she was the one who was reluctant to have children. So, frankly, if anything went wrong then it was her own damn fault. And anyway it’d probably be fine. As far as Khepri was concerned, Dust was letting her anxieties blow things waaaaaay out of proportion. She was seeing a therapist, they were more than financially stable enough to afford children, and they had a massive support network of experienced and responsible adults to help with parenting duties. The only problem that Khepri could really see was that Dust’s anxieties about being a bad parent would probably result in her being a bad parent. And also, she supposed, the fact that changelings tended to have broods of several thousand at a time, which was a lot for first-time parents to handle.

Of course, Khepri herself wasn’t actually all that enthused about being a parent just yet either. Biological impulses aside, they were both basically still children, even if the numbers said they were technically adults. Were it not for her changeling biology constantly loudly demanding she get started on a hive already she would absolutely be more than happy to wait until at least their mid-twenties before egging in earnest. But those biological impulses were very hard to ignore, as biological impulses typically were.It didn’t help that there were many, many changelings from other hives that were very interested in being her consort and didn’t acknowledge that she already had a consort because it’s been years since she queened and she still hadn’t egged yet. More than once, they’d had to deal with creepy stalkers who wouldn’t take no for an answer, or with aggressive political posturing, or both. To say nothing of the many, many unsolicited and unwanted gifts they kept foisting on her as a weird form of courtship. On several occasions, Khepri and Dust had slapped various Online Retailer wishlists on their front doors – if the suitors weren’t gonna take no for an answer, they might as well give them gifts they’d use ever.And then there was Carapace’s bad habit of consistently making her opinion on the whole situation violently clear, at every opportunity. She felt pressured into making a life choice that she frankly didn’t really want to make just yet from basically every direction except for Dust. And even then, Dust was honestly still pressuring her – just in the opposite direction.

But honestly at this particular moment, balls-deep in tight pegasus pussy, Khepri found herself having a very hard time giving a fuck about any potential pregnancy she may or may not end up having or causing or whatever. All her libido knew was that she had her cock in a cunt and wasn’t doing anything with it because she needed to take a pill and she couldn’t start fucking properly until she took that pill but she hadn’t taken the pill yet because she was too busy thinking about babies. The obvious solution, then, was to stop fucking thinking about babies and start fucking. And at this point Khepri couldn’t agree with her libido more – she was god damn tired of thinking about babies. It sometimes felt like she’d done literally nothing but think about babies since she became a queen.

With that decision made, she returned most of her hands to Dust’s body, tried to not think too hard about how good it felt that Dust was still jerking her off, and used the remaining free hand to pop that pill into her mouth already.

Then she swallowed.

And then she came.

Her climax came almost immediately upon swallowing the pill. Khepri was already on the edge, but the transition between “very close to cumming” and “actually just cumming” was so violently abrupt that she could only chalk it up to a side-effect of the pill. She honestly wasn’t sure whether that was intentionally the effect Zecora had been going for, or if it was some kind of weird interaction with Changeling biology, or if this really was just a coincidence because she’d definitely been on the edge of climax anyway. Regardless of the exact reason, the effect was the same. Khepri’s knees gave out and she collapsed backwards, lying on the ground while Dust obliviously rode her reverse cowgirl style, all the while pumping thick gouts of changeling seeds directly into her marefriend’s waiting womb. The pegasus’s abdomen, already distended by Khepri’s cock, distended even further, like a condom that was slightly too small for the productivity of the person using it. Way more cum than Khepri typically managed without doing magical shenanigans to boost her output. What felt like gallons per eruption, each shot coming so quickly on the heels of the last they started to blur together into one.Likely the only reason Dust didn’t outright pop was her magic piercings. And even then, while normally they should have mitigated any cumflation fairly handily, Dust’s belly had a very noticeable roundness to it that it almost certainly hadn’t had before.

And it kept right on cumming and cumming and cumming. Gallons upon gallons of cum, way more and for far longer than she was capable of without intentionally going for extremely excessive cum – something she’d pointedly not done this time. Obviously, she wasn’t exactly in the state of mind to check on exactly how long she’d been going, but it was almost certainly a while. She managed to work up the energy to grab Dust’s hips, steadying herself while her hips reflexively thrust, slowly and languidly, in stark contrast to the massive amount of semen she was pumping into Dust. Eventually, she began to slow down, and then after another half hour or so she finally petered out entirely. She collapsed, somehow, in spite of already being lying down, completely and utterly spent.

“Holy shit. You weren’t kidding about being pent up.”

“I’m pretty sure that was Zecora’s doing.”

“I guess?” Dust shrugged. It sort of made sense, but at the moment thinking was somewhat difficult for obvious reasons. “It’d definitely be on-brand for her to give us fertility boosters when we ask her for contraceptives.”

“Oogh. Remind me never to ask Zecora for anything ever again,” Khepri grumbled. She lay on the ground, limbs splayed in an awkward mess – all eight of them, which made for an impressive mess of arms and leg. Dust remained upright, but that was likely mostly because of Khepri’s cock providing support. It was still very large, and still very erect. She could feel it, pulsing and throbbing and leaking a steady flow of fluids, still very much on the verge of yet another colossal orgasm. Which, Khepri realized, was probably a red flag.

Dust quickly confirmed that Khepri was absolutely right to be worried. “Uh, hey, speaking of which, you haven’t done any weird shapeshifty stuff to your balls, right?”

“No, why?”

“Well, they’re usually pretty big, but like right now they seem really fuckin’ big.”

“How big are we talking here?”

Typically Khepri’s balls were maybe roughly fist sized? Dust had never been great at that kind of size estimation, and that was without Khepri’s two and a half feet of meat inside of her. “Maybe like twice as big as they normally are?” she said uncertainly, reaching down to heft them. They were heavy, heavier than they looked to be at first glance. They felt dense, and undulated slightly under her touch.

And, somewhat unsurprisingly, they reacted to Dust’s gentle touch by letting out a loud gurgling noise and growing noticeably bigger. “Oooooookay, I think I’m gonna just sort of unimpale myself now,” she said, the noise enough to give her a moment of clarity through the haze of arousal. She slowly and carefully lifted herself off of Khepri’s pole, trying not to provide too much stimulation in the process. She was already full enough to sport a noticeable belly in spite of the enchantment specifically meant to make that not happen. And, frankly, if Khepri’s pill had been a fertility booster, she absolutely didn’t trust Zecora to have been honest that Dust’s was a contraceptive pill.

“Mnahhhh Dusty that feels really goooooood~” Khepri moaned, prompting Dust to decide that maybe actually the better way to handle it would be to go quickly and hope she could outrun the next cumshot. She did so, Khepri’s shaft exiting her with a wet pop. Now that it was outside of her, Dust was fairly sure that it, too, had gotten bigger than it normally was. “Man,” she muttered, waddling carefully over to her bed. She didn’t want to get too much cum on their bedroom floor, though at this point she’d already leaked an awful lot so honestly it was probably a lost cause. “I’m gonna fuckin’ kill Zecora the next time I see her.”

“Mnf. It’s actually not that bad now that I’m not in you,” Khepri said. It certainly didn’t look like it wasn’t that bad, though. Her cock throbbed and leaked a steady stream of milky white fluid and was almost certainly getting bigger before Dust’s eyes. “I can actually sort of think straight, kinda.”

“Still gonna fuckin’ kill Zecora the next time I see her.”

“Only if I don’t manage to kill her first.”

“Fair,” Dust said as she settled heavily on the bed. “You really did a number on me.” She punctuated the statement by rubbing her taut, swollen belly.

“Yeah, you look at least a couple of months pregnant,” Khepri replied, pulling herself into a sitting position – and being very careful not to let her cock get in between her tits.

“Ugh please don’t bring up pregnancy.”

“Yeah, sorry...” It was honestly entirely valid for Dust to be worried about pregnancy right about now. Though it hadn’t actually been said out loud, the unspoken realization that they’d both probably just taken very potent fertility boosting drugs and then had bareback sex. “Okay but for real if you’re actually pregnant I might just actually no-joke kill Zecora.”

“Enhhhh, she probably didn’t... intend for this to happen. She’s an asshole but I don’t think she’s that much of an asshole.”

“I could probably get away with it, I’m a changeling I know how to hide a body.”

“Please don’t actually kill Zecora.”

“Okay, fine, but we should definitely talk to Twilight about this.”

“Yeah, that sounds like a plan.”

“Anyway,” Khepri said, briefly attempting to stand up before deciding against it. “How’re you holdin’ up? Do you feel pregnant?”

“I mean, would I even know yet?”

“Changelings lay eggs, pregnancies usually go pretty quickly. Like twenty minutes tops.”

“I’m not a changeling, babe.”

“Yeah, fair, I dunno how a changeling impregnating a pony would even work.”

“Probably like a normal pony pregnancy, honestly,” Dust replied with a shrug. “I mean if I hypothetically fucked you and got you pregnant you’d just lay eggs like normal, right?”

“Yeah, I guess.” Still, Khepri couldn’t help but frown slightly something felt off about this whole thing. “This hasn’t exactly been the most normal situation though.”

“I think maybe for once you’re the one who’s worrying too much, babe.” Dust rubbed her belly a little bit more. “I say we just wait and see how things turn out. Like, as far as I’m concerned the worst that could happen is we have a kid, singular. Which I’m not happy about, don’t get me wrong, but it’s hardly the worst case scenario that we’d have on our hands if our roles were reversed.”

“Changelings usually have way more than one kid at a time, Dusty.”

“Yeah but again, not a changeling. Like, unless Zecora’s pill somehow magically interacts with your cum in such a way as to cause me to transform into a changeling queen I think we’re probably good.” Even as the words came out of her mouth, Dust immediately realized that scenario was one hundred percent plausible. And more pointedly, given her extensive experience with Murphy’s Law and Ponyville’s status as a weirdness magnet interaction, now that she’d said it it was almost a certainty. Suddenly, the heat in her loins and the tightness in her gut and the vague sense of mounting nausea took on a whole new meaning.

Of course, there was a chance that she was just reading too much into things, and she certainly hoped she was.

But those hopes were very quickly dashed when the vaguely pregnancy-esque swell of her cum-filled belly started to get noticeably swellier.

“I’ll go get Car.”

“Yeah, probably a good idea.”

Dust was honestly surprised that the only reaction she could muster was mild annoyance. While she’d obviously not ever considered the possibility of this particular exact situation that was happening, the more general idea of accidentally getting pregnant was basically her worst fear realized, and yet she wasn’t feeling any of the emotions she’d expected to feel. There was no real fear or apprehension of the coming consequences – presumably all that would come later. There was anger, but it was nowhere near the levels she’d have expected herself to feel if you told her this would happen a few hours ago.

Mostly she just felt kind of annoyed that she was going to have to replace her entire wardrobe. Even if she was wrong about the whole “turning into a changeling queen” thing, there was still maternity clothing to worry about. And pregnancy was notorious for doing a number on your figure. She didn’t relish the inevitable weight she’d gain as a result of being unable to properly keep up with her routine. And this was all assuming she was wrong about turning into a changeling.

Placing her hands on her stomach and feeling the hard, round lumps inside dashed that hope. If she grew anywhere near as much bigger as Khepri had then absolutely none of her clothing would fit anymore. To say nothing of the fact that Khepri, bless her soul, was a bit of a lazy slob and not in the best physical shape, while Dust (if she did say so herself) was extremely athletic and healthy, raising the horrifying prospect of getting bigger.

And while she was busy thinking about all of that, her belly only continued to get more aggressively pregnant. She could feel it growing, big and round and taut and full of eggs. It rested heavily on her legs until its sheer girth forced them to spread apart and suddenly it was resting heavily on her crotch which felt unsettlingly good. Speaking of things that felt unsettlingly good, rubbing it also felt unsettlingly good. Just touching it sent tingles down her spine, and it was very difficult not to touch it considering even if she kept her hands firmly at her sides it was still pressing against her legs and the bed and other parts as it grew and grew. God, how fucking big was she going to get? She didn’t even want to think about the potential outcomes.

And, she realized, her midsection wasn’t the only thing that was getting bigger. She couldn’t see it, but she sure as fuck could feel her hips getting wider and her ass getting fuller. And speaking of full, she could absolutely see her tits getting bigger. She reluctantly removed her hands from her tummy and placed them on her breasts – and was summarily rewarded by a tightness followed by a release of that tightness as they unsurprisingly began to leak.

So what if she began playing with them? Anyone who objected could fucking sue her, she had big fat leaky tits of course she was gonna play with them fuck you. God, it turned out lactation felt really fucking good. She let out a low moan as she squeezed tighter, sharp claws digging into soft, slightly rubbery flesh with just enough force not to pierce her carapace.

“Oh,” she said. “Fuck.”

The first thing that Dust noticed was that her colours had changed. In addition to the fact that it was a changeling-style carapace instead of fur, her hide was noticeably darker. Not black, like Khepri or Carapace or Chrysalis, but closer to her original fur colour. Black with a teal tint, or teal with a black tint. And it was very, very shiny. Her hair, or what of it she could see from her current angle, had also gotten darker. It had also gotten longer, which is how she could even see it at all. It had the customary holes in it that all of the (admittedly two) changeling queens she’d met in her lifetime had that she still didn’t understand the logistics of.

That thought led her to suddenly get very worried about her wings. Her first instinct was to get up and waddle her way over to the mirror and check herself out there. That plan immediately failed as she fell right back onto her fatter than it was a few seconds ago ass. “Khepri!” she whined. “I need to check my wings, help me get up.”

“Hold on a second,” Khepri replied, returning with Carapace in tow. “I also brought Appleja- Geeze.”

“Well. Well.” Carapace stared in silent awe. “That... Sure is a thing that’s happened, I guess?”

Applejack frowned slightly. “Carapace, what did you do?”

“I didn’t do anything this time, I swear!” Car said, holding her hands up defensively. “Until literally this second if you asked me I’d have told you this was impossible.”

“Guys if you’re not gonna tell me what my wings look like at least help me get up and look at them myself.”

“Right, right, I’ll yell at Carapace later.”

“I didn’t do anything this time!”

Applejack ignored Carapace, circling around to one side of Dust while Khepri took the other. Considering how big her stomach was, she was obviously very heavy. Applejack, being Applejack, naturally didn’t have much trouble, but Khepri struggled. And even AJ seemed a bit caught off guard. “Land sakes, sugarcube, you’re heavy.”

“Oogh, don’t call me fat.”

“No, no, I mean you’re way heavier than y’all probably should be.”

“She looks like she’s grown a lot more than Khepri did,” Car interjected. “Proportionally speaking, at least. I’m gonna say sssssseven feet tall? Maybe seven and a half?”

“Hoo boy,” Applejack muttered. “We’re gonna hafta redo all the doors. Again.” Applejack had, when Dust and Khepri first moved into their mansion, been the on-paper owner of the property because at the time they were minors. She, along with the rest of the Apple clan, had also been instrumental in both building the initial structure and rebuilding it after Khepri had Queened. She probably would be directly involved in renovating it again because honestly Dust had very little hope that she’d be able to undo this at any point.

“Guys, my wings. Focus.”

“They’re fine, Dusty. Just, uh, a bit more dragonfly-y than usual.”

Dust sighed. “Great. Completely different aerodynamics. Gonna basically hafta relearn how to fly from scratch. It could be worse, though.”

“Well, that’s settled then,” Carapace. “Now, onto more pressing business. We should get out of the house. As soon as possible.”

“Huh?”

“What’re y’all talkin’ about?”

“Well,” Car said, slipping into expositing-about-changeling-biology mode. “Most of the Changeling queens you’ve met in person haven’t exactly been the best at their jobs. Chrysalis, for example. And also virtually no queen in history has had anywhere near Dust’s level of physical fitness in their baseline state.”

“Okay cool but why does that mean we need to get out of the house.”

“Wellllll,” Carapace said, putting her hands together under her nose. “To greatly oversimplify things, when a changeling queen gets pregnant for the first time their magic kicks in automatically and makes their baseline bigger to accommodate all those thousands of eggs. How big they get depends on how pregnant they are and how big their baseline is and what kind of physical shape they’re in. And, uh, Dust here is in great physical shape and looks to be extremely pregnant.”

“Okay,” Dust said. “So, uh, factoring all that in, how big are you anticipating me getting then?”

“We should get out of the house.”

“Duly noted.”

Applejack grunted. “I ain’t lookin’ forward to the renovations.”

“Don’t worry, if I’m right then by the time Dust’s done she’s gonna be waaaaay beyond living in pony-sized houses anyway.”

“That’s quitter talk.”

“Applejack she’s almost certainly going to be outgrowing this large opulent mansion, I don’t think building a house for her is an option.”

“Mama Apple didn’t raise no quitter, Carapace.”

“Couldn’t I use changeling magic to shrink down or something?” That earned Dust a dirty look from Applejack. “Okay, okay, geeze, you can build me an unreasonably gigantic house, whatever.” Dust raised her hands defensively, and Applejack seemed mollified. Sort of. “Anyway, when exactly is this gonna be kicking in?”

“Literally any second no seriously guys we should get out of the house.”

“Okay, great,” Dust said, resigned to her inevitable fate. There was a lot for her to be upset about, but once again she found all those various things cancelling each other out and leaving her just mildly put out. “Applejack, Carapace, you get all the hangers on out of the house. Khepri, you stay here.”

“Shouldn’t we also be leaving the house?” Khepri said, to which Dust shrugged.

“I’m pretty sure I’m too fucking wide to fit through the door, babe.”

“Oh.”

“Besides,” Dust continued. “It’s kinda gonna suck if I’m a giant and you’re not.”

“Oh.” Khepri took a moment to look Dust over. “That’s gonna be logistically interesting, considering your belly almost reaches the ground.”

“We’ll make it work,” Dust replied with another shrug. “We should probably figure it out quickly though, ‘cos I’m starting to feel kinda weird.”

“Right. Y’all have fun. C’mon, Carapace, let’s get goin’ ‘fore they get too big and squish us.”

“I kinda wanna stay behind and watch. You know, out of scientific curiosity. Like I said, I’ve never seen a queen who was as physically fit as Dust is and I’d like to obser-ow fuck okay I’m leaving let go of my ear!”

After Car was successfully dragged out of the room ear-first by Applejack, Dust and Khepri resumed their planning. “So, for real, how’re we gonna do this?”

“I don’t know! I’ve literally never used changeling magic before so I don’t know how to even grow a dick in the first place, much less finagle it into fucking position with all these babies in the way.”

“Yeah, speaking of which, are you sure you’re okay with this? It’s kind of a big commitment.”

“I’m gonna be a mom either way, I don’t see how also being a dad could make it any worse.”

“Fair.”

“Anyway let’s stop wasting time and start getting to the good bit. How do I dick?”

“I dunno how to describe it. It just sort of... happens. Like, how do you do the whole cloud thing?”

“Okay, okay, fair, it’s instinctive. But like could you at least give me some direction, then?”

“Car would probably be better for that kinda thing.”

“Yeah but Car isn’t here and honestly I’m kind of okay with that.”

“Okay, hold on, new idea.” Khepri’s horn lit up with a sickly green flame. Dust had always found changeling magic to be kind of creepy, mostly because it manifested as a sickly green flame. She figured that, at least, was a reasonable thing to be creeped out by. It was something she’d had to get used to over the years, but there was still that instinctive apprehension its otherness caused.Of course, she mused, now she was a changeling and so it wasn’t really other anymore, was it? Which reminded her that she almost certainly had a big fuck-off horn now, too. That was yet another thing she had to get used to in the future. Meanwhile, Khepri levitated the pill bottles, one to Dust and one to herself. “Here, you take mine and I’ll take yours?”

“I dunno, this seems like it’s just asking to lead to an overdose. We don’t know how the pills will interact with each other, after all.”

“I’m sorry, I can’t hear you over downing this entire bottle of fertility pills.”

Dust rolled her eyes. “Fine, whatever, it’s not like we’ve been at all responsible over the course of the evening so far anyway,” she muttered as she did the same to her bottle.

The effects were immediately noticeable. Dust’s knees buckled and then she collapsed backwards onto her still god damn growing ass. From there she managed to collapse even further, lying on her back as a very large glowing green cock erupted into existence. She wasn’t entirely sure if that was something she did, or just her body reacting to the sudden overdose of virility pills. It was, she noted, physically bigger than even Khepri’s massive shaft in spite of Dust currently being shorter (she thought, at least. She wasn’t entirely sure if she’d grown more or not.) “Okay, uh, cock has occurred I guess.”

“Now we just need to figure out the logistics of getting it inside of me!”

“I think that’s gonna hafta be up to you, babe,” Dust said. “I am absolutely not capable of standing up right now.”

“That’s fine, I think I can make this work. Just need to... do some finagling...” Khepri did exactly that, carefully taking in the situation as a whole, where everything was in relation to everything else, how big everything was in relation to everything else and in particular to herself. “Hoooooo boy. This is absolutely gonna take some doin’.”

“Yeah I thought so. Any ideas?”

“Your stomach’s kind of in the way, but maybe if I just sort of... use magic to move your dick down a bit I can back up onto it? Maybe?”

“I dunno, maybe? I’m not exactly used to this whole thing.”

“It should work, I’ve just gotta aim it right...” Khepri’s horn once again lit up with that same pale green flame, which extended to envelop Dust’s dick. It felt... weird. A vaguely unpleasant tingling, but also at the same time it was still her dick getting squeezed and moved and so it still felt good. It probably didn’t help that she wasn’t used to having a dick, and given the overdose of fertility pills it was probably much more sensitive than it might have otherwise been. Just this slight amount of stimulation was enough to spark gouts of thick fluid that painted Khepri’s rear in off-white. “Hey! Hold it in for like 30 more seconds. At least until I get you in me.”

“I, uh, I don’t think that was me finishing, babe,” Dust muttered as her cock lurched a few inches bigger. “Y-you should hurry. I think I feel somethin’ happening.”

“Like I said, just... gimme a second.”

“I-I don’t think you’ve got a second.” Dust’s body let out wet, gurgling noises as it grew. Very slowly – she was doing her absolute best to hold back, but she didn’t really know how to hold back and she didn’t even really think she could. “I’m gonna- gonna- somethin’s happening babe you need to hurry uuuuuup~”

“Right, time limit’s up, gotcha,” Khepri muttered. This was the do or die moment. Not literally, she hoped, but she really didn’t relish the possibility of getting squished. No more pondering logistics, because there was a very good chance Dust was going to have some sorta explosive growth spurt if she waited any longer and that wasn’t something she could afford to let happen. She moved about as quickly as she was capable of, given she couldn’t see where she was aiming. The goal was to get Dust inside her cunt in as few tries as possible. Not even all the way – just enough for Khepri to get impregnated when Dust came. Which hopefully wouldn’t take too long and would come before Dust grew. Also hopefully the fertility drugs would maybe make the inevitable pregnancy take hold faster? Ideally? But frankly, Khepri didn’t have time to worry. She just let instinct take the wheel, and instinct decided to impale herself on that big fucking cock.

Dust was big. That was the first thing Khepri really noticed, because it was the most immediately obvious thing. She’d barely taken a quarter of the damn thing and it was already overwhelming. Were she not a changeling, she’d probably not have even been able to manage that much. As it was, she was just malleable enough that she could take about that much of Dust inside of her and likely no more. That didn’t stop her from trying, though, pressing her body back against the thick shaft – which was, she realized, getting thicker. Longer. Bigger. “Hey, uh, Dusty? Remember how I said to hold it in for thirty seconds? Yeah time’s up feel free to cum any second now.”

Dust didn’t respond, or at least not with coherent words. She let out a low gurgling moan as she grew again. And then again, and again, in awkward, uneven spurts of size. “Uh, Dusty? Couldja maybe cum before growing?” Khepri said, suddenly very nervous. She squeezed her legs around Dust’s cock and pressed her feet against her swollen balls and did just about everything she could think of in order to get her marefriend off sooner rather than later. She wasn’t sure if the larger former pegasus even noticed, because her behaviour didn’t seem to change all that much. She continued to groan and moan and weakly thrusting her hips as she grew quite a lot larger.

“K-Khepri, I’m gonna- I’m gonna-”

“Please say cum please say cum please say cum,” Khepri muttered to herself.

Dust pulled herself into as much of a sitting position as she could manage, pushing herself up against the wall to help facilitate staying sort of upright so she could reach Khepri’s shoulders and push her increasingly smaller marefriend down. “Gonna cuuuuuuuummmm~”

Khepri’s belly immediately rivalled Dust’s, proportionally speaking – and this was just the first shot. A good percentage of Dust’s load just outright didn’t fit inside of her, instead painting her thighs and Dust’s thighs and the floor white with semen. And it just kept coming, countless volumes of thick changeling seed. She felt hot and full and tight and horny, and her own climax wasn’t too far after Dust’s. Her hips bucked as much as possible given the situation, and at the same time they creaked and groaned as they started to get wider. Her belly wasn’t just swelling with cum anymore (though it was also very much swelling with cum) but with eggs. Lots of eggs. It quickly surpassed Dust’s, proportionally speaking, and had only barely gotten started. Side-effect of overdosing on fertility drugs, she supposed. And her breasts also grew. Already sizable, they quickly shattered just about every record imaginable in addition to leaking enough thick changeling milk to make Dust’s orgasm look reasonable.

And, unsurprisingly, she also just grew bigger in general. “Fuuuuck this feels good~” she moaned. Dust just grunted in response, but whatever she didn’t need to say anything. She just needed to keep right on-

“Cumminggggggg!” Dust moaned, climaxing again before even finishing her first orgasm. The flow of cum doubled and then redoubled and then redoubled again as Khepri very quickly found herself running out of descriptors. All she knew was that this was absolutely only the beginning.

And their bedroom was starting to get awfully cramped.

Dust and Khepri’s mansion had a surprisingly large number of inhabitants considering they didn’t have any children of their own. Mostly, it was mooches. Various members of Khepri’s extended family. Which was really probably more extended than it actually was. There were also a few friends of Dust’s, though no family (for obvious reasons). After the entire place got swarmed with changelings who were technically related to Khepri and also just outright random changelings who decided that the queen living in a big empty building with no children counted as an invitation to live there, Dust decided that fuck it they weren’t using the whole place anyway might as well let her like three friends live in some spare rooms rent free.

The hangers on had all been very thoroughly chased off. Probably more thoroughly than was really strictly necessary, but Applejack decided that this was probably a good opportunity to clear out some of the mooches who they really should have gotten rid of ages ago anyway. She had harangued everyone into going to Sweet Apple Acres for now, partly to give Khepri and Dust a modicum of privacy and partly to unsubtly make it clear to some of the more egregious mooches that they should really move the fuck out. Most pointedly, Buggy Joe, who had a longstanding habit of moving in when no one was looking and having to be chased out again because no one wants Buggy Joe around.

The only remaining ponies were Carapace and Applejack. They had briefly considered allowing Dust’s friends to stay around but none of them had been particularly interested in seeing her as a big naked changeling for now – though there’d been the implication that they’d probably be cool with that later maybe. “So how long should this take?”

“Literally any second now, I imagine. This is something of an unprecedented situation.”

“They sure are loud,” Applejack muttered. “‘s more like an earthquake than fuckin’.”

“Yes, well, you try being a quiet fuck when you’re fifty feet tall.”

“Y’all really think they’re gonna get that big?”

“That’s a conservative estimate.”

“Great.” Applejack frowned at the creaking, groaning structure before her. She’d put a lot of blood, sweat, and tears into building this place, and couldn’t help but feel sad to see it go. Still, she viewed it as an opportunity to get the family together and build another one. Probably not scaled to however big Dust and Khepri were going to get, as much as it pained her. But, well, she doubted that either of them would actually go around their day to day lives as fifty plus foot tall titanesses if they could help it. Still, she could at least rebuild the thing to roughly the same scale. Maybe slightly bigger. She just wanted an excuse to raise a dang barn, okay, don’t bully her she didn’t have a problem you had a problem get off her case. “It’s kind of takin’ a while, isn’t it?” she said, trying to get her mind off of the imaginary argument she was having.

“Maybe if someone had futureproofed this wouldn’t have happened.”

“Didn’t y’all just say this was unprecedented?”

“Yeah but Khepri was inevitably gonna get pregnant and then get big you really should have thought of that before building this place.”

“Maybe y’all shoulda warned me sooner’n literally when it happened,” Applejack spat back. She had, from the very beginning, been firmly of the opinion that Khepri should not be having thousands of babies until both her and Dust were emotionally ready for it, and did not appreciate Carapace’s weird scheming to change that. Nor did she particularly appreciate the booby traps. Of course, she’d never really gotten along with Carapace in the first place so them bickering over things wasn’t anything new.

“Maybe you should stop being a big fat smelly butt.”

“Wh- I am not a big fat smelly butt, y’all’re a big fat smelly butt!”

“I can’t hear you over how big your ass is.”

“Look in a mirror, ya goldarn-”

Their petty argument was, thankfully, interrupted by the house finally giving way to its still growing inhabitants. Though they seemed to have mostly slowed down, which was for the best because they were both very large. “Looks like Dust is about seventy, seventy five feet. Khepri seems to be a bit taller, maybe eighty or ninety? Impressive gains, though it’s admittedly hard to tell.”

“I’m surprised you can make an estimate at all,” Applejack said. There wasn’t really any frame of reference for them, and also neither mare was standing upright. It was actually somewhat difficult to tell where one ended and the other began. Masses of big round shiny black flesh all over the place, mushing and fucking and groaning and gurgling and growing in a rough approximation of doggy-style.

Khepri seemed to be the more pregnant of the two, by a significant margin, but Dust was no slouch and seemed to have the bigger cock. “We, uh, should prolly give ‘em some privacy,” Applejack said with a blush.

“I’ve still got that whole scientific curiosity thing going on, so I think I’ll stay he-ow okay fine stop pulling my ear.”

Applejack grunted. “I’m gonna go have a word or two with Twilight about the logistics of havin’ almost a hundred feet tall ponies livin’ in Ponyville. Then I’m gonna have Words with Zecora.”

“Oh, don’t worry about Zecora. I was going to go talk to her.” That earned her a dirty look from AJ, and she raised her hands defensively. “Hey, I told you I had nothing to do with this fiasco. This is inconvenient for me, too, you know! Look at how pregnant they are, this is gonna be a way bigger hive than a pair of first-timers can handle, and we don’t even have anywhere to put them.”

AJ seemed unconvinced, but after a moment nodded tersely. “Fine, you can go talk to Zecora if you want. I’m still gonna go yell at her myself.”

“Fine, fine, whatever,” Carapace said dismissively as she turned to leave. “Tell Twilight I said hi.”

“I’ll do that,” AJ said, still fully convinced that this was probably Carapace’s fault.

“I promise you that it’ll be redundant, though,” Carapace said as a final parting shot. “I may want to start a hive, but giving the girls potent fertility drugs while saying they’re the opposite is a step too far even for me.” AJ rolled her eyes and turned to head towards Twilight’s place herself. “Besides,” Car continued as soon as AJ was out of hearing range. “I owe Zecora like fifty bits for this shit.”

Author's Note

I know, I know, OC on canon is something i specifically don't do. But this particular instance was mostly inoffensive, i've technically written lewds of these two (albeit humanized and with the serial numbers filed off), and anyway Lei is a friend so nepotism is in full force. Khepri the character is apparently from an old tumblr RP thing which is where lei met brainy and brainy is the one who introduced us. said tumblr RP thing apparently had a shitton of lore to it. Lore that I 1000% didn't give enough of a fuck to dig through like ten fucking defunct tumblr blogs to ensure I got right. Lei's happy with the end result so it's fine.