Cozy Glow cackled where she stood in Grogar's lair, stagnant water lapping at her feet. Chrysalis and Tirek had just given her Discord's magic to play with, simply because she'd asked nicely, and it was the last mistake they would ever make. A portion of the ancient ram's energy had made her a princess, but now, the strength of a god filled her being. She loomed over the both of them, her mane nearly brushing the cave's ceiling. She must have been eight, no, ten times the size of an average adult pony.

Her tail swished in glee as Cozy looked herself over, her villainous cohorts boggling up at her presence from the rocks. She had bat wings now - no more preening, yay - and her eyes could see more sharply than before. She also seemed to have the proportions of an adult mare, a perfect mare, her figure more curvy and defined than those models from the magazines. At the same time, her muscles were greatly defined, with abs and legs to rival the most elite athletes. She felt amazing, with more energy in her little finger than the whole of her old body. Cozy Glow had also gotten some suitably menacing and fairly revealing rust-red armor in place of her clothes, complete with spikes. Yeah, she could get used to this. Time for a demonstration, one that would put her two 'allies' in the place.

“Fools!" Cozy declared, her now deep voice echoing with reverberations that shook the room. Just one more perk on top of it all! "Now I have more power than all of you! Kneel before my might!”

With a wicked grin, Cozy fired a multicolored beam from her horn towards the ceiling. Where it struck, rubber chickens began to rain down upon where Tirek and Chrysalis stood with the hovering Bell. Sharing a look, both of them smirked, Chrysalis resting a hand on her hips.

Cozy's smile dipped slightly, realizing that could have gone better. Not to quit, though, she cast more beams around the room, towards the grey rocks. Where each struck, a giant pineapple with a ragged mouth appeared, before leaping up to gnaw at Cozy. The humiliation of her fellows' laughter stung more than their fruity bites, which didn't even pierce her skin. Grumbling, Cozy slapped and batted the pineapple monsters away, the resulting juice and pulp dripping a lengthy trail down her skin.

"Still want to keep Discord's magic, Cozy?" Tirek quipped, one eyebrow raised.

Cozy frowned down her muzzle at them. They didn't get to tell her what to do: now that she was this huge, she should be the pony making demands! And there was no way she'd give up even the smallest scrap of power once she'd taken it; more power meant more fun. Cozy huffed, flexing her new and improved wings. "Okay, so what if I can't control Discord's magic yet? Being small and cute is nice and all, but bigger is better! I'd rather stay like this. In fact..."

Lifting her right foot out of the water, Cozy moved to crush the earth on which they stood beneath her heel. With wide eyes, Chrysalis and Tirek both dove in opposite directions to avoid being squashed. However, Cozy hadn't been aiming for them.

With a metallic crunch, the Bewitching Bell shattered under her pony-sized foot. No longer contained, the yellow-black aura of its enchantments broke free of their bonds, streaming into the closest suitable vessel like a river into the ocean. That vessel being Cozy Glow herself, who shuddered above the stunned pair of villains as the Bell's magic was added to her own.

"There! Now I'll be giant forever!" Cozy proclaimed, followed by a fresh round of devilish chuckling.

After a moment to process what she'd seen, Chrysalis snarled in fury, taking to the air on buzzing wings, sending her slinky dress fluttering. "You idiot!" she shouted, flying in front of Cozy's face. "Now how are we supposed to take the magic of the princesses for ourselves?"

Cozy Glow simply shook her head, her grin as mischievous as ever. "Oh, silly little Chrysalis! We aren't going to do anything. I may not be able to plan what happens, but I can still use all this magic!"

"Not for long!" Tirek snorted, equally enraged by her betrayal. "One of us never needed the Bell!"

All three of them burst into action at once. Tirek readied his stance, a sphere of orange light building between his horns as he prepared to drain Cozy Glow's magic. At the same time, Chrysalis lunged through the air, her razor-sharp horn pointed directly at Cozy's huge eye. But Cozy struck first, a beam of chaos magic lancing from her great horn faster than any unicorn spell, striking the changeling queen dead-on. At the same time, she reached down towards Tirek with her left hand, flicking her index finger across his head with a crack.

Tirek howled in pain as his horns were snapped clean off with the force of the blow, his draining spell sputtering out. He collapsed to his barrel, clutching at his head, screaming. Chrysalis, meanwhile, fell in an arc, bouncing off of Cozy's ample chest as the chaos magic coursed through her body. By the time she hit the rocky floor, bruising from the impact, Chrysalis had been transformed, and not in a way she could reverse. She was now some sort of bulbous seal-like creature Cozy didn't recognize, but nothing in nature had the plaid skin the former changeling now sported.

"N-No! My magic!" Tirek snarled. He glared up at Cozy with a look of supreme contempt, shaking in pain.

Chrysalis blinked in utter disbelief as she looked herself over, flopping a bit back and forth. "I-I'm a manatee. You turned me into a Tartarus-damned manatee!"

Cozy watched them fume from on high with a wide, sharp-toothed grin, basking in her nearly effortless victory. "That was almost too easy. Taking over all of Equestria is gonna be a breeze when I'm this big and strong."

Neither of them replied with words, Chrysalis hissing and screeching as Tirek growled through his pain. Their bitter sounds were music to Cozy's ears, this new, solo endeavor already proving wonderfully enjoyable. The only question now was what exactly she should do next.

Leaning forwards, her body casting the area in shadow, Cozy Glow hummed, rubbing her chin as her devious mind whirled with possibilities. The two of them were now totally at her mercy, to do with what she wished, as the rest of the world would be soon. "You know, in storybooks, you always hear about big, scary monsters eating ponies. Must be something to that idea, if it's so common. And I'm plenty big now. Maybe I should try it. There aren't any ponies here, but there is a nice, juicy centaur..."

Tirek's face paled. "Oh. Oh no." Tirek managed a shaky smile. "Let's not be too hasty. We're all comrades in villainy, here. You wouldn't do that to an old pal, right?"

"Silly Tirek, I don't need friends anymore," Cozy declared, her tone jovial. She honestly couldn't care less about him, now. "I have all the power I could ever need."

Without further preamble, Cozy snatched Tirek up, the tall creature now fitting in the palm of her hand. Panicking, he twisted and struggled with all his strength, but he couldn't push away even a single one of her mighty fingers as she straightened, bringing him up to her face. "Look at cute wittle Lord Tirek, trying so hard to escape," she mocked. "But all you're gonna be now is my lunch," she added, slowly licking her lips.

Cozy opened her mouth wide, ignoring his pleas, and tossed Tirek into her maw headfirst. He pounded his fists fruitlessly against the roof of her mouth as Cozy ran her tongue across his body. He tasted better than she would have thought for such an old guy, salty and sharp. "Mmm." Having him trapped in her mouth like this was nice, but she wanted him deeper, fully inside.

So, after making sure to get all of Tirek nice and slimy with her spit, Cozy Glow tilted her head back, curling her tongue to push him towards her throat. She could feel him scrambling for purchase, trying to brace himself with his legs against her teeth, but her mouth was too slippery, her tongue too big to fight against. She gleefully savored his struggling as much as his flavor. Once she could feel him far back enough, Cozy gulped.

The muscles of her esophagus yanked him down, the bulge of Tirek's body visibly distending her neck. Another pony might have gagged, trying to swallow a live, thrashing being, but she'd been a born a pegasus, and birds didn't chew, so why should she need to? Cozy could feel him slowly sliding towards her stomach, wrapped by her dark, constricting passage and unable to resist. She let out a soft belch when he arrived, settling in for digestion with a plop. "Yum. That was fun."

However, it wasn't quite over. Aside from the usual satisfaction of a snack, Cozy felt the rush of magic seeping into her. Yet more power coursed through Cozy, and her body reacted with another sublime burst of size and weight. With the Bewitching Bell's abilities now hers, it seemed she could absorb magic! Uttering a deep, reverberating moan, Cozy's body expanded as what had been Tirek's became hers, her armor growing along with her as she gained foot after foot of height, taught muscle and supple fat building upon her twitching frame as Cozy Glow's divinity filled the room. By the time it was over, she was another fifty feet taller, and had dropped into a kneeling position. Her head would have scraped the roof otherwise.

After giggling for a moment, Cozy trailed off into a sigh, turning her admittedly fickle focus inwards so she could gauge the extent of her new size. Simply being massive had felt great before, but now she was feeling even better, in a totally new way she couldn't name. Swallowing Tirek and growing even larger... something about those actions had stirred a response within Cozy, a curious heat having formed in her core, as well as somewhat lower. It was an entirely new feeling, kind of like hunger or thirst, a physical need, but different. Unsure what to do, Cozy fidgeted in place, her poofy tail creating an indoor breeze as she voiced her thoughts. "Hmm. After that, I'm suddenly feeling all... tingly, in my filly bits. That's new. Is it this mature body?"

Once more, she turned to face Chrysalis, who was dragging herself along at a laughable pace, towards the water in a futile bid for freedom. Had she really figured she wouldn't notice? No matter, the one-time changeling would answer, if she knew what was good for her. "You're a mare, Chrysalis, so explain. If you do, I might let you live on to plan your revenge."

Chrysalis froze, her chubby body settling as she met Cozy's on-high eyes with her own, fearful ones. There was an awkward pause before she cleared her throat. "Oh. W-Well, it seems to me that you were... aroused, by what you did. Your pussy is wet."

"My what?" Cozy asked.

Chrysalis actually blushed as she spoke. "Your vagina, Cozy Glow."

Oh. Cozy had never heard it called that before. She stared at the plaid manatee, both curious and contemplative. Yeah, Chrysalis was at the right angle to see that place, Cozy's thick, splayed legs opened towards her as her butt rested on her feet. And Cozy's hip armor was little more than a metal skirt, with nothing else beneath. "So, what would you do if your pussy was wet, Chrysalis?"

Chrysalis may have tripped over herself if she'd still possessed legs. It took her a couple of seconds to respond. "You don't need to know that! However, I will tell you the basics. Have your hive-mates explained sex to you yet?"

Cozy Glow blinked in confusion before narrowing her eyes. "Yes. I recently learned how babies are made. But there aren't any stallions here. If you're lying to try and weasel your way out of this, you're doing a really bad job, Chrysalis."

Not even bothering to attest to her truthfulness, or lack thereof, she elaborated. "Sex isn't only for reproduction. Creatures do it for fun, too, because of how incredible it feels. You don't even need a partner. As a mare, all you need to do is touch yourself the right way, or slide an appropriate item inside you."

"I just did that," Cozy bellowed, crossing her arms across her abs, causing her new chest to jiggle. This shuddering motion only enhanced her growing need.

"I wasn't talking about your mouth, obviously!" Frustrated and desperate, likely willing to try whatever it took to free herself, as Cozy wanted, Chrysalis exhaled, sending her jowls flopping around. "I'll walk you through it. First, take off your clothes."

Deciding to follow along, at least for now, Cozy Glow reached behind her back for the clasp of her sharp chestpiece. Once she'd undone the straps, she tossed the protective garment, as wide as a pirate ship and almost as heavy, over her shoulder, where it struck the water with a cacophonous splash. Now exposed to the open air, her new breasts splayed slightly apart as they were freed, significantly large even relative to the rest of her.

Next came her skirt, which had a pony-sized buckle on the side. Still kneeling, Cozy lifted her butt upwards, her thighs perpendicular to the floor, and hinged it open. Once it had crashed spectacularly against the far wall, mist settling upon her back, she bent forwards. Her eyes drifted to her privates, now not so private anymore. The slightly puffy twin mounds which marked the entrance of Cozy's vagina hadn't changed, but the fluid trickling out from between them was. Perplexed, Cozy reached down with a finger to carefully poke at herself. It was sticky, forming a trail linked to the source as she retracted her digit. It definitely wasn't pee, that's for sure. "Now what?"

Throughout this display, Chrysalis had watched, too, though her viewing angle was far more intimidating, especially for one so used to being above the rest. Equally fearful and flustered, staring up at Cozy through the gap in her cleavage, she responded. "Now, you masturbate. Rub and stroke yourself, at whatever strength and pace feels best."

Cozy liked that word, 'masturbate'. It had 'master' in it. She was in full control, and was going to own it. "That's it? And I though biology was a tad difficult," she laughed, smirking. "Make sure to watch carefully, slave. Every inch of my perfect body is worth looking at, understand?"

At this, Chrysalis' lips pursed. "Y-Yes."

"Oh, goody! Time to get started." Without any more reservations, Cozy ran her hand slowly down her inner thigh, angling her fingers towards her slit. This time, when she made contact, Cozy pressed more firmly against her wetness. A jolt of pleasure shot through her, triggering a great, heaving shudder akin to a tree in a tornado that rolled upwards from her hips to her horn. Cozy couldn't help but moan. It felt even better than she'd hoped it would! Suddenly unable to stop herself, she got into a rhythm, circling her vagina as her body temperature rose. The cool, damp cave was beginning to grow warm, her house-sized form radiating like a furnace the more she touched.

After a minute or so of such enjoyable ministrations, Cozy's roving fingers hit a nub near the top of her privates. She gasped, nearly doubling over and crushing Chrysalis beneath her immensity. "Wow. T-That bump's really sensitive."

"That's called the clitoris," Chrysalis explained, unable to tear her eyes away from the great, lewd spectacle before her. "Which," she continued, "was actually my sister's name, before I killed her."

But Cozy Glow was barely paying attention to the insignificant little insect anymore, immersed in a new land of pleasure she very much wanted to explore. And as big as she grew, there was a lot of ground to cover. She let out a low, feminine groan as her fingers roved up and down, back and forth across her pink folds and pinker clitoris, which hardened as she played with it, the button swelling to the size of a pony's head. Dozens of feet up, her nipples also stiffened, and Cozy cupped one of her multi-ton boobies with her free hand, finding another source of amazing sensation as she tilted her puffy nipple this way and that with a fingertip. It wasn't quite as nice as her clitoris felt, but again, more was better.

This in mind, Cozy asked her captive another question, even as she kept on touching and groping herself. "You said mares put things in, other than a penis? I wouldn't - mmm - want anything too rough in there."

Chrysalis nodded. "Most girls like smooth, mushroom-shaped aids, at least at first."

That made sense, Cozy reasoned. But where would she get something like that in this grimy swamp cave? Her constant scheming, always five moves ahead, was currently on hold as the requirements of her endowed, adult body asserted themselves, prodding the back of her mind, giving her no choice to relent, surrender to the heaving urges. She had to satisfy herself now! And there was nothing around but rocks! Well, except...

Her gaze settled on Chrysalis herself, a truly mischievous solution taking shape. She'd already eaten somebody, why stop there? Smiling wide enough to show her fangs, Cozy slowly reached her hand towards her. Realizing what was coming, Chrysalis redoubled her efforts in flopping to safety, but she had no chance, and Cozy grasped the back end of her prize, the bulbous tail safely in her grip. "I suppose you'll do nicely," Cozy said, drawing out each syllable.

Utter dread blossomed on Chrysalis' transformed face. "Wait, nonono, I didn't mean— Don't put me in your cunt, you cu—"

The rest of her exclamation was cut off, muffled as her head breached Cozy Glow's gate-sized labia, the first warm intruder to do so as she shoved Chrysalis into her naughty place. An entire manatee's width would have been impossible for a normal mare to insert, for many reasons, but Cozy's hundred-plus foot tall body accepted it. Still, as a virgin, her giant pussy was tight, and clamped down like a hot vice around her catch, more of her bountiful juices oozing around the edges of Chrysalis' constricted body. "Ahhn."

Cozy needed a moment to catch her breath, her young brain acclimating to the wildly new sensation of her hungry crotch being filled up, stretched wide. Her breasts rose and fell tantalizingly with each heavy pant. "Mmph, mares have it good. No wonder my mommy never had time for me, when she could have been doing this all day." Still, she wasn't about to stop on account of that. Each second Cozy's vagina spent with her pet manatee wedged inside it made her all hot and bothered, begging her hand to continue with each liquid throb. So, she did.

As she began to push and pull Chrysalis' helpless self in and out of her pussy, areas Cozy didn't know she processed lit up, her nerves crackling like a bonfire as a dire itch was scratched. Falling forwards, her other hand found the floor with an echoing thud, her digits carving furrows in the stone as pointed nails dragged across it. Cozy's tail hiked up, while her boobs hung down over the altar like nosediving zeppelins. "Oh, yes! This is so good! More! I want more!"

With nothing able to stop her, not even close, Cozy Glow got more, her hand's pistoning reaching a fever pitch. Immense hips bucked and heaved, muscles stronger than steel clenching. The vibrations of Cozy's motions rippled through the lair, shaking dust and pebbles from the ceiling with each stroke. Chrysalis was deep inside her now, totally unable to do anything save bring Cozy more pleasure with her body, nothing else but a toy. Pinched on all sides by undulating flesh, locked within her hot, moist depths. Cozy could feel the changeling's desperate screams in her core, but kept going, not caring in the least what happened to Chrysalis. In fact, the vibrations said screams produced inside her, when combined with her continued masturbatory efforts, triggered something. Something amazing.

Cozy cried out with a volume that could have shattered glass as her sexual pleasure reached its peak. Teeth clenching, wings popping open to their full, sail-like span, Cozy's giant body was wracked with glorious spasms, her heart beating a mile a minute. Her vaginal walls clenched even harder around her toy, as if to squeeze as much ecstasy out as they could. Slitted eyes going blank, she rode out the wave, time standing still as her first divine orgasm overtook her. Cozy's vocabulary lacked the necessary words to define it, but her super-alicorn body reacted all the same: in superb fashion.

By the time Cozy Glow's climax had passed and she recovered her senses, she found herself on her back, Grogar's throne smashed beneath her head. Chrysalis was still lodged inside her pussy, even without her hand holding her there, and a small pond of fragrant fluid had pooled between her legs. "By Twilight Sparkle's soon-to-be-corpse, that was like, the best thing."

No longer needing any meat inside her vagina, Cozy yanked Chrysalis free with a dramatic squelch, her plaid-ness once again exposed. The manatee coughed Cozy's sticky juices from her lungs, which, as a marine mammal, were high capacity. Otherwise, she surely would have suffocated over the course of Cozy's masturbation session, her life fading where lives typically began.

Holding her above her face, Cozy grinned. "For once, I have to say, good job, Chrysalis."

Having reoriented from her harrowing ordeal, Chrysalis met her eyes with a slim flicker of hope. "So, does that mean you'll let me go?"

Cozy Glow tilted her head from side to side, her smile widening. "Hmm... no. I was thinking I'd give you a different reward."

Chrysalis' brow rose in confusion. "I stay a prisoner, but you turn me back?" she posed.

Giggling, Cozy shook her head, grinding fragments of rock into her curls. "A decent guess, but nope! Your reward is that you get to become a part of me. Down the hatch!"

Before her imminent doom could sink in, Cozy opened her mouth wide, sticking out her tongue before letting go of Chrysalis to plummet. Caught by her lips, Cozy slurped her into her mouth like a fat noodle. She could taste the flavor of her own sexual fluids, a curious musk, still clinging on to Chrysalis' body as she plunged down towards the entrance of her throat. Meeting the sound of a fresh roar of rage from Chrysalis with a moan of her own, Cozy Glow swallowed. Compared to Tirek, Chrysalis went down easy, sliding within her neck like a rather large pill, and soon she was where Cozy deigned fit to put her, pathetic, stupid morsel that she was.

Then came the return of her growth as the older villain was no more, Cozy's enchanted physique claiming the tyrant's held energy for herself. Reclining with her hands behind her head, Cozy Glow watched herself expand, laughing as her feet extended to bump into the waterlogged edge of the cave, her elbows grinding away at the ancient stonework steps. By the time it was over, she was double her original size post Discord's magic.

When she stood, Cozy's head effortlessly smashed through the celling of the cave, her body peppered with a shower of rubble as she rose over the marshy landscape. With a series of mighty kicks and backhanded sweeps of her arms, Grogar's lair was reduced to nothing, the millenia-old structure broken beyond repair in under a minute at her whim. Breaking out into a fit of maniacal laughter, Cozy Glow fished her also-enlarged armor out of the stones and put it back on.

Spreading her wings, Cozy looked off towards the horizon wickedly. "There's little sense waiting any longer, no sir-ee. Look out, Equestria, your new Empress is about to make her big debut!"

Author's Note

Originally I was going to submit this to dirty little secret's contest, but knowing my writing speed, I probably won't make it in time, or keep the story under the 10K word limit. The plan is to have four more chapters of escalating size, debauchery, and maleficence, so you can expect lots more fun regardless.