Poni-Gurls: Muscles Are Magic

“And… 400!” Shimmer panted, hanging up the dumb bell up on the rack with Twilight’s help.

“That’s incredible, Sunset Shimmer.” Twilight opened her eyes wide as she admired Shimmer flexing and checking her muscles after sitting up on the workout bench. “Your arms are just huge!”

Sunset Shimmer laughed, pulling a double curl flex, making her pecks also pump and her large breasts actually smack together. “Actually, this isn’t a tenth of how strong I am as a unicorn in the other world.”

“Wait, what?”

“Yeah!” Shimmer stood, missing entirely the twinkle in Twilight’s eyes. “Heck, the Twilight from that world is an alicorn. She would probably fill this room with muscles and tits.”

“Really?” Twilight leaned forward, her nose nearly touching Sunset’s, even as their perky breasts danced against each other like four fully inflated basketballs smacking together, each woman’s firm breasts equally unyielding.

“Uh, yeah. I mean, scale is hard to tell between the worlds because I’m so much bigger in that world too.”

“I… you… can I see?” Twilight bit her bottom lip, blushing and glancing away from the red head as Sunset Shimmer cocked an eyebrow at her friend.

“I can’t exactly just transform into a poni-gurl here. I mean, we have that hallway form when we poni up, but that’s not the same.”

“B-bigger?” Twilight’s eyes grew larger, remembering her ten-foot-tall, Amazonian body when she last poni up’d against the hydra.

“Oh, heck yeah! But how to…” Sunset Shimmer suddenly smacked her fist into her palm, the sharp smack making Twilight jump back. “The mirror! We could visit the other world and you could see for yourself!”

“Didn’t… other Twilight say something about the magical balance of the universe with us being in the same universe at the same time? And I mean, from a science standpoint, there’s the old provision about two objects occupying the same space at the same time and how that translates rather easily into-”

She was stopped as Sunset Shimmer burst out laughing. “Wow, you two really are two peas in a pod. No, you might be counterparts to each other, but you are both definitely your own persons, one of you based in magic, the other in science. I think we’ll be fine as long as we don’t make it a long-term thing.”

“Did you make it a long-term thing?” Twilight squinted as Shimmer bit her lip and looked away. “And where’s your counterpart, now that I-”

“Ok! Let’s go check out that mirror!” Sunset grabbed Twilight’s hand and the two women, both still pumped and muscled from their workout as they dashed through the school’s halls until they were outside and in front of the statue, or rather where the statue had once been. Instead a slight shimmer right at sunset let Shimmer know that the portal was open, and with no hesitation, the two well-muscled women leaped through together…

~

“Oh my… Einstein!” Twilight adjusted her glasses and stared in shock at her own breasts. Her tits had entered the Poni-gurl world ten minutes before the rest of her, or at least, that’s what it felt like. “What do I, AHHH!”

“What?” Sunset Shimmer turned and realizing her friend was used to walking on two legs and was now wind milling both her much improved musculature filled arms, the air actually swooshing around her powerful arms as she tried to catch herself and her much more top heavy, and yet also bottom heavy, body. With an intuitive movement, Sunset shimmer swung her large, orange horn around, and pointed it at her purple furred friend, catching her in an orange glow and righting Twilight’s form just before Twi toppled tits over teakettle. “Woah! You ok there, Twi-twi?”

“I uh… Sunset! Your… your mammary glands!?!”

“Huh? Oh!” Sunset Shimmer glanced down as the glow faded from around her friend, and with both hands cupped breasts larger than the basketballs Rainbow Dash from their old world was often seen with. “Ha, yeah, forgot I’d have these back in this world. Missed ya, girls.” She hefted them a little higher and barely had to tilt her head forward to give them a kiss to the top of each lovely orb.

“But… they’re bigger than your head!” Twilight pointed with a slightly shaking hand.

Sunset looked back up at her friend and nearly burst into laughter, wrangling it down to just a snicker. “Um, Twi, you might want to check your own.”

Twilight looked back down to her own, back to Shimmer, then back down again before reaching to cup her own massive pair, not quite the match of Shimmer’s, but close. “W-wow.”

“What do you think?”

“…” Twilight’s expression went from shock and awe, to concern, to contemplative, to the well worn contemplation look that always brought a smile to Shimmer’s face before Twilight once again spoke, “I believe I have more breasts flesh than all the women at our school combined while in this form.”

“You think so?” Sunset took a step towards her friend. At their new heights and sizes, even at arms length, their new, naked breasts were close enough to brush nipples. Sunset gave a light gasp, and Twilight moaned as they brushed together, a shock like lightning moving through both gurls straight through their nips.

Twilight took an involuntary step forward as well, her new hooves lightly pawing the marble floor of the building, her arms moving forward to touch… she wasn’t sure. Her own breasts? Shimmer’s? Instead, she had underestimated her newly enhanced arms and had Shimmer in a hug, crushing their four breasts together, shocking both women at the sensation, and at her strength. Shimmer gave a shudder and leaned forward into a kiss, their spiral horns brushing, a magical and not unpleasant spark running through both women as their magics flared to life.

The kiss was over far too quickly for either gurl’s taste, but Shimmer eased her friend’s concern with a placating gesture. “Ok, Twilight, I know you’ll like this, and you’ve asked in the past why I do it.”

“D-do what, Sunset Shimmer?” Twilight wanted desperately to go back to the kiss, to feeling their breasts dance together. Had she truly been unable to make their breasts dent, even against each other? This demanded more exploration and experimentation.

“Flex in front of the mirror before a workout.” Shimmer blushed but struck a pose, arms held flat out beside her, before slowly, deliberately, curling them back towards her horn, flexing her arms as she did, and tightening her pecks as she went.

The effect was amazing and dramatic. What had been corded steel sprang up, expanding, growing in every direction as Shimmer worked until the muscles on her bicep was easily half the size of her breast. At maximum flex, she panted, out of practice at holding such a powerful move, her eyes half lidded as she looked at the flustered, and clearly attracted Twilight Sparkle who’s eyes shined behind her glasses. “How about it, Twi-Twi? Wanna try?”

Soon both gurls were flexing, twisting and turning at the waist to show off to each other from as many angles as possible their incredibly blood pumped muscular curves until neither gurl could handle it anymore and they came together in a kiss, their flexed arms caressing each other’s firm tits and Shimmer quickly pulling Twilight into something her friend had never experienced before, and Sunset sorely missed, an orgasm delivered purely from flexed muscles and sensitive, firm tits dancing together, causing both women to cry out in an orgasmic whiney.

“Whew! That was… Mmmm… exactly what I needed. How about you, Twilight, still fascinated by your own tits?” Sunset gave a lopsided smile, her heart still pumping from their mutual orgasm.

“Well, as impressive as they are, both of us aren’t as impressive as her’s.” Twilight gestured absently with one hand, while adjusting her glasses, still looking down her nose… her muzzle, at breasts she calculated were 25% more voluminous than her own head.

Sunset on the other hand turned quickly, her eyes instantly going to the source of a loud EEP! and flutter of feathers that accompanied it. She felt a smile come to her own slightly projected mouth, lopsided but heartfelt, as her eyes fell on the yellow feather’s and peaking of pink hair behind them as Fluttershy did her best to hide behind her wings, though the pegasi’s own torso dominating breasts were just too large and projected two far forward to really be hidden by the wings.

“Hi, Fluttershy.”

“S-Sunset Shimmer?” A pair of blue eyes blinked between two slightly parted feathers before vanishing again. “Is-is that you?”

“It is.” Knowing her own world’s counterpart to the fluttery, shy Pegasus, and kindhearted soul, Sunset Shimmer knew exactly what to do to show she was a friend. Being careful of the other poni-gurl’s wings, Sunset Shimmer stepped forward and gathered the other woman up in a hug, enjoying the warmth of the massive woman’s breasts, feeling her big heartbeat right through them. Soon the wings parted and instead encompassed both women from the boobs up. “You ok, Flutters?”

“Y-yeah, but why does Twilight Sparkle have those things on her face?”

“Huh?” Sunset glanced back to Twilight, stopped by Fluttershy’s wings before looking back to the pink haired Gurl. “Oh!” She pulled Fluttershy into a tighter hug, loving the feel of Fluttershy hesitantly hugging her back, knowing the Pegasus was always so careful with her own powerfully built arms. Slowly and carefully pulling out of the hug, and Fluttershy’s feathers, Sunset Shimmer gestured to Twilight, who was experimentally lifting first one, then the other, letting them drop one at a time as if testing their bounce. “Fluttershy, allow me to introduce my good friend from another world, Equestria High’s own Twilight Sparkle.”

Twilight finally looked up for the first time, blinked once owlishly from behind her coke bottle glasses, and thrust a handout to Fluttershy to shake, just how Rainbow Dash had taught her in ‘how to make new friends, with assertiveness and 20% more coolness. “Hi, what was your name again?”

Whether it was realizing that the other woman was not in fact her good friend, or just her usual fear of abruptly meeting someone new, Fluttershy again gave a shriek before hugging both her large breasts, even her own arms struggling to wrangle the pair of breasts so quickly, hugging them so tight her boobs went up to her chin, which quickly vanished as Fluttershy face planted into her own cleavage before once more hiding behind her wings.

“…I’m sorry, what was that?” Twilight blinked, leaning forward slightly, hand still extended.

“mrmmhrmf.”

“I’m sorry?”

“Hergermuffle.”

“I um… ok. N-nice to… meet you?”

“EEP!” And the wings gathered a little tighter around other woman, her arms and tits visible under them, muscles straining with veins standing across them at how tightly Flutter was holding them.

Twilight looked back to Sunset Shimmer who offered her a trademarked lopsided grin before shrugging her own shoulders, both of them briefly hypnotized as her breasts briefly parted before smacking together like two steel balls wrapped in velvet. “You get used to it.”

“Well, if you’re anything like my Fluttershy, I’m sure we’ll get along great! I heard you like animals too?”

“Y-you… like animals?” The blue eyes once again peaked out from behind yellow wings.

“Oh yes! And with this being a whole new world, I can’t wait to find out what differences in evolution or biology will have occurred. Do you have any of Lagomorpha Oryctolagus cuniculus?”

“Bunnies?” The wings parted further, and the shielding of large breasts was relaxed as Fluttershy raised her head back up.

“Yes, of course.”

“Oh yes! We have many varieties. Would you like to meet Angel?”

“Is he your bunny?”

“YES!”

“I’d love to!” The two women moved out into the hallway, talking closely about differences or similarities in this species or that, leaving Sunset Shimmer in the mirror room, shaking her head and smiling before filing them out, enjoying the novelty of once more using four hooves to move around, and using her own magic to shut the door behind her.

~

“What do you think, Twi?” Sunset Shimmer leaned over to her friend. They were gathered around a large, round table as food, mostly apples, oats and a bowl of crystals for the most ripped… and hung… dragon in this or any locally known kingdom.

“It’s like a rainbow of mammary glands and muscles.”

Sunset shimmer had to agree. On their left and moving clockwise around the table was first the yellow toned Fluttershy, by far the bustiest in the room, and having to rest her large orbs on the table. It was the first time the ladies noticed they were so firm they actually didn’t conform to the table, instead of simply sitting as two orbs atop the table.

Next was the white toned Rarity, her nipples artfully hidden by a scarf that still served to emphasize her artfully flowing pair that perfectly topped a pair of abs that Twi and Summer knew the Fluttershy of their own world would kill for.

Speaking of Dash, the next Gurl bore a striking resemblance, with short rainbow-colored hair and blue breasts that seemed to be constantly in motion. Currently they were partially obscured as her bicep rippled and corded forearm flexed as she arm-wrestled the next girl.

Bustier and with larger muscles, but still straining against Rainbow Dash’s strength, the veins on AppleJack’s breasts stood out in sharp contrast to the wonderful, proud tits she possessed. “Come on, give it up Rainbow, that male’s cum is all mine!”

“Like you need to get any bigger and slower AJ.” Dash quipped back as she strained back, gritting her teeth.

“They’re talking about Arthur.” Pinkie Pie offered, though it was hard to look up to her muzzle as she kept playing with her nipples absently, her strong hands seeming to always find their way to her pink tips as she fondled herself while watching the other two fought.

“I’m sorry, what?” Twilight blinked, a bit shocked at the open language the other woman was using… but then she remembered the last sleepover with her world’s Pinkie Pie where the woman had spent at least two hours discussing the best way to give a guy a titfuck while openly playing with her own topless pair.

“Oh, our Twilight found out that a human’s cum can make us temporarily grow bigger, stronger, bustier, you know.” Pinkie shrugged, pulling up on her nipples to lift her breasts to match the powerfully built shoulders movement. “And since we’ve got Arthur right here…”

Twilight glanced even farther to the right, next to Sunset Shimmer and between her orange friend and Pinke’s own pink form, was what looked like a stallion’s wet dream of Twilight, which was to say, Princess Twilight in all her Alicorn Glory.

Twilight adjusted her own glasses and made a quick calculation that the other purple Gurl had 100% more tits, 50% more muscles and 25% more height than her own ‘unicorn’ form. Though it was hard to get a really accurate measurement of any of those things, as the other woman seemed to be in the middle of giving a pale skinned otherwise normal looking man standing on the tabletop an incredible blowjob, made doubly shocking by the fact that the man seemed to have a cock as long as his forearm and twice as thick and Princess Twilight seemed to have no problem taking him down to the wonderful, large cum bloated balls.

Sunset Shimmer simply blinked. “Wait, what?”

“Yeah, Arthur’s from this other land with crazy stuff like Tigurls and Cheetahgurls and such. We think it’s where Zecora comes from, she seems to have a twin sister named Maziwa from there who got to like the size of a mountain before!” Pinkie offered.

“Wh-what’s Twi- I mean, what’s Princess Twilight up to then? I wouldn’t think she’d want to get much bigger.” Sunset asked, deciding against asking Princess Twilight anything when her mouth was full. The Brainiac was likely to go ahead and answer, and that wouldn’t end well…. For the male.

“Yeah, she’s already having problems fitting through doors since the whole elevation to Alicorn thing. Na, she’s just keeping him on a hair trigger so the winner can get her reward right away. He seems to like us big and she’s the biggest gurl here!” Pinkie grinned, mashing her tits with her powerful fingers, the veins on her forearms popping out with the effort. “Execussssse me, I’m gonna cum now.”

With a loud squeal, of course Pinkie’s a screamer, Twilight thought to herself, Pinkie Pie loudly came. A moment later Rainbow Dash shouted as Applejack shouted in triumph and smacked the blue fists into the table with her own orange one.

“Ha! I win!”

“You cheated!”

“Tarnation, Rainbow Dash! I did not! I won fair and square!”

“Oh yeah! Then why did you tug my nipple?”

“Oh horse apples!” Applejack pouted. “That wasn’t cheatin’, I just couldn’t resist! Your apple cutters were just so big and hard and I wanted to-”

Applejack gave a startled yell as Rainbow Dash shot forward with both hands and yanked hard on Applejack’s own pleasing pair, giving the other poni-gurl a loud orgasm. “HA!”

“Ok you two.” Princess Twilight pulled back, using her powerful hand to keep working the male Arthur’s cock as she used her mouth for talking. “Looks like that contest was a wash so the first draught of the night, I think, should go to our guests.”

Sunset Shimmer burst out laughing while Twilight blushed and adjusted her glasses, her eyes vanishing behind them.

Shimmer took a moment to get herself under control before replying, “thanks Princess, but I think I’ll offer my share to my bestie. Besides, she’s got some growing to do to catch up to you.”

“Wh-what?” Twilight’s head spun around to face Sunset Shimmer just in time to find the red head pushing Arthur cock first into her mouth. Twilight at first gagged but shooting Sunset a look she quickly took up the task, grabbing Arthur’s rod with both hands and working him, trying hard to remember how Pinkie and Rainbow Dash had debated was the best way to work a cock. Despite her inexperience, and inability to take as much of the length as the Princess had, she made up for it in vigor and imagination, and was quickly rewarded with AJ and Dash’s desired creamy prize.

And what a blast of cum it was! Had her head been screwed on straight, Twilight would have tried to gauge the volume, but as it was she was suddenly, incredibly, happy to have her new stomach size as even the powerful horse belly wasn’t enough to keep up with the flow of cum she was gulping down, her soft and furry belly groaned and gurgled and moaned as it expanded, veins appearing all over her belly as it filled and expanded.

With a low moan, Arthur gave his last spurt and fell back, Sunset Shimmer catching him with her orange magic and quickly into her own well-muscled arms. Twilight stumbled backwards herself as his cock came free from her lips with a wet plop.

Somehow, she hung onto consciousness as she gave a low moan and flexed her arms, her belly gurgling as it absorbed the strange male’s cum. She flexed her powerful biceps and Sunset nearly dropped Arthur in shock as Twilight’s growing arms drew everyone at the table’s attention.

Twilight was… ripped! With abs that would give earn some welcome applause from Rainbow or Applejack, Twilight was shocked at her own sudden six pack. Just as suddenly as they appeared, her abs vanished as her breasts gave a plop noise and expanded in size. Rarity openly gave a cheer as veins suddenly appearing across Twilight’s tits as they grew to match even Princess Twilight’s in size before the growth spread out all over her body, boosting her in height up to the Princess’ own statuesque, even her horn seeming to add inches to it.

“Darling, you look delectable!” Rarity couldn’t help but run her own sinewy hands across her under boobs, stroking across veins and up to her nipples, giving a quick, small, but sympathetic orgasm to Twilight’s growth.

And not to be forgotten, Twilight’s arms gave one last burst, expanding massively even as vein’s crisscrossed over her poni lower half, and she flexed with biceps nearly higher than her head. “YES!”

“Y-yes is right!” Sunset, the only other one in the room who hadn’t seen or previously experienced a cum induced growth burst was shocked at the sudden growth of her bestie. The rest of the poni-gurls gave polite applause to Twilight’s new dimensions, AJ and Dash giving a decent whoop at another gurl joining the ranks of the musclebound giants.

Princess Twilight took the opportunity to step next to her double, the two gigantic gurls marveling at the fact that for once, the Princess wasn’t the largest poni-gurl in the room anymore, and despite clear differences, such as Unicorn Twilight’s arms being much larger, her leg muscles more defined, and Princess Twilight’s breasts being far larger, and overall poni-gurl body having more muscularture to support her massive wings, the two looked nearly identical, shocking the room with just how much the two really were twins.

Emphasizing it, the Princess sidled next to the glasses wearing Twilight on the right, the two automatically sliding an arm behind each other’s incredible backs, their hands dancing across the veins and muscles nearly hidden by long hair, and their four breasts forming a row of delectable delights. The Princess got a sudden look on her face, remembering the first time she and Rarity had first met back when they were both unicorns. “Twilight, now that you’re a ‘big-gurl’ want to see an interesting phenomenon?”

“Yes, quite.” Twilight answered without hesitation.

Twilight raised her right hand and brought it up the breast on her side, all four breasts were forming three deep, dark inviting cleavages and she made sure the two gurls were hugged close before she tried the trick, and flexing all her arms strength into one spot, bent a finger and FLICKED the side of her right tit.

The skin didn’t even dent with the hit, though the room heard it as sharp as thunder crack. The part that shocked the room, especially the science minded Twilight, was that all four breasts gave no indication that anything had happened, save the breast on the far left end of the row, Twilight’s left breast, giving a sudden bounce to the left before smacking back against her own right breast, and the shockwave invisibly passing back to the right, through Princess Twilight’s left tit before making her own right give a light bounce, not even a quarter as big as the initial bounce.

“Are our breasts truly so tightly packed and dense?” Twilight marveled, caressing her left orb with her own free left hand, her right hands still absently caressing Princess Twilight’s right ‘hip’ as it were.

“Ha, and here I thought you’d ask about the required strength and power necessary to pass a shockwave through that much breast flesh to-” While the rest of the room enjoyed the spectacle, having not one, but two nearly identical Twilight’s in the room, Alicorn or not, was enough to make Applejack roll her eyes as the two purple gurls dived into the physics and properties of their own breasts.

“Only these two egg heads could make tits that are that big and firm boring.” Rainbow Dash remarked, flicking AJ’s nipples and earning herself a micro-orgasm from the sensitive earth-poni-gurl. Applejack would have responded to the sudden, harsh but not unwelcome attention, but their eyes were drawn back to Twilight flexing her left arms and then unleashing her own flick to her left tit, giving a slight yell in orgasm at the hit to her sensitive breast, everyone admiring how Princess Twilight’s right tit gave a mighty bounce in response.

Of course, the human male in the room felt his cock throb at the sight of so much muscle and tit and couldn’t help but interject.

“R-ready for round 2?” Arthur hesitantly smiled at the unicorn-poni-gurl, Shimmer, that he was still held by.

“What? Already?” Shimmer glanced down to the male, more than a little surprised. In her social climb in a previous, power hungry life, she’d sucked more than a few cocks and in her experience most men were ‘one-and-done’… with a single exception, but even he would have taken a few more minutes to be ready for another round like Arthur had just offered.

“Oh, uh, yeah.” Arthur blushed, looking down from Sunset’s eyes, his own falling upon her own rippling muscles and powerful breasts, which his hard, naked cock had found itself between as Sunset Shimmer had tucked him between. “I could… uh… go at least five more times like that before I need to rest. You see, I had some of Fluttershy and Rarity’s milk earlier and-”

“Enough SAID!” Sunset shot a quick look at the two women, shocked that neither woman showed any signs of having been milked at all. If anything, Fluttershy looked even fuller than when they’d met in the mirror room. And with that, Sunset Shimmer flexed her pecks, quickly trapping Arthur’s cock between them without any need of using her hands to hold them together.

Instead, her hands supported him and used him to fuck her tits, a solid foot of cock appearing and disappearing above her own spheres as she slid him back and forth. Each time his cock appeared, it quickly vanished into her muzzle as she gave Arthur his first Poni-gurl titfuck.

“Now why haven’t I thought of that before?” Rarity smirked as she gave her visible underboobs a caress and boob-flexed in sympathy to the other unicorn.

“Well, a proper titfuck is something that is great to give but, you know…” Fluttershy blushed. “Well, a rarity.”

Rarity couldn’t help but laugh at Flutter’s unintended pun as the other gurl blushed.