The Fertility flower

by Harasha the Gryphon

Rating: mature
Tags: My Little Pony: Friendship is Magic, Young Six, Porn, Fetish, Profanity, Random, Sex, Anthro
Length: 17616

Silverstream has cultivated some seeds she found in the woods. Needless to say it's spores have an expansive effect on herself and her friends.

Everypony is burning the midnight oil to finish their reports on magic. Until Silverstream turns up with a weird red flower that promptly sprays everyone in yellow pollen. The next day everyone wakes up to bizarre sensations in their chests. This is promptly followed by everyone's boobs getting even larger than before. Can they cure this or will everyone have huge back problems forever?

contains: breast expansion gender transformation I'll add more as it becomes relevant and Ocellus trying to help her friends feel better

Published 2020-02-16 21:10:02 UTC
Last updated 2020-04-19 19:03:48 UTC

Silverstream's flower

It was Thursday and every Thursday the student six gathered in the library to study together. Gallus and Ocellus were already pretty deeply nestled into reading tomes about magic. Meanwhile, Smolder was busy glaring angrily at yet another book about magic.

“I'm just not getting this magic stuff. Seriously I get the impression that magic people make things more complicated than it needs to be.”

Gallus looked up from his book. “It's not hard Smolds, sure the earth pony rituals can be kinda complicated but other than that it's pretty simple stuff.”

“But why does it need to be complicated?” Smolder huffed.

“That's easy.” Ocellus grinned. “Because Earth ponies have a lot of time to devote themselves to complex rituals. ”

“Soooo what are you doing your report on Ocellus.” Gallus grinned.

“The construction of the philosopher's stone.”

Gallus looked over the book in Ocellus's hands. “But that book's on coincidence and synchronicity.”

“I know. I finished my report a few hours ago... I'm just reading this for fun.” She closed her eyes and grinned.

Smolder flung the book she was perusing to the ground. “Come on there's gotta be some kind of magic that's easy to understand... and where the buck is Silver?”

“Yona not seen her for days.” Yona scratched the side of her head.

“You guys!” The sound of Silverstream's loud voice echoed throughout the room. Gallus's feathers got ruffled, and Ocellus dropped her book. Everypony turned to look at the source and saw Silverstream in the doorway with a massive grin on her face and holding a potted flower under her arm.

“Buck Silver, don't scare us like that.” Smolder snorted.

Silverstream darted over to the table. “Oh my gosh I've been having the most amazing few days.”

“Hopefully doing your homework, we've all got a report on magic due next week.”

Silverstream nodded. “Yeah I know so I started reading some books on magical plants. And oh my gosh it was so fascinating.”

“You say that about everything.” Gallus deadpanned.

Alas, Silverstream didn't seem to register Gallus. “So anyways I wanted to do something super special for the report so I went into the Everfree forest and found some seeds on the ground. So then I planted them watered them and.” She trailed off as she set the potted flower on the table. “Ta da.”

Everypony took in the exotic flower. It had a bright red flower bud with yellow trim around the edges.

“What kind of flower is that?” Ocellus pointed at the flower.

Silverstream simply grinned. “I have absolutely no idea.”

Ocellus's eyes went wide. “Wait! You don't know!?”

Silverstream shook her head. “Nope haven't had time to research that.”

“Sooo.” Gallus started. “What did you have time to do?”

“Oh I just focused on making sure it grew as quickly as was healthy. Nothing a little enchanted water can't fix.” She closed her eyes and grinned.

Gallus just smirked. “Yeah, I'm guessing you didn't write up the actual report.”

“Report?” Silverstream tilted her head.

Ocellus nodded. “Yeah, the report that's due with your presentation.”

Silverstream just stared wistfully into the air. “Oh... I forgot about that.”

“Um Silverstream... why flower bubbling?” Yona pointed towards the flower. Silverstream cautiously looked over towards the bud of the flower which was bubbling and oscillating.

“Oh my gosh! Oh my gosh! Oh my gosh! Oh my gosh! Oh my gosh!” Silverstream beamed and snatched up a piece of paper and a pencil. “This is totally awesome I've never seen it do that before. I wonder what'll happen.” Silverstream and everypony else eagerly watched the flower in anticipation. One by one the petals unfurled to reveal two golden bulbs in the middle of the blooming flower.

“Wow, flower look lovely.” Suddenly however, the flower closed up again and quickly snapped open as it let loose a yellow haze of gas into the air. Everypony coughed as the gas filled their respective nostrils.

When the hazy gas cleared Gallus piped up. “What the heck was that?” He coughed a bit.

“I'd say it was some kind of pollination cycle.” Ocellus muttered between coughs.

Sandbar coughed. “Yeah... wasn't expecting that to happen.”

“Maybe you better get that thing out of here before it decides to spray us all again.” Smolder glared.

Silverstream nodded, “Seems like a good idea.” Without much of a word, Silverstream left the study session with her weird flower in tow.

“Sometimes I get the impression that Silver's gonna get us in some kind of trouble with all her weird endeavors.” Gallus rolled his eyes.

“I hear you there Gallus.” Smolder sneezed. “I'm gonna be sneezing that pollen out for weeks.”

“We better get back to work. These reports are due next week.”

The next morning, Silverstream walked through the cafeteria carrying a tray with fresh scrambled eggs and a glass of orange juice on it. She frowned as she looked down at her chest. Ever since she got up that morning, she felt an odd sensation pulsate through her chest.

“Hey.” Ocellus's voice broke through the haze of her thoughts. Silverstream looked over to Ocellus and saw all her friends sitting at a table eating breakfast together. “Come and join us.” With a grin, Silverstream walked over to the table and sat down next to Gallus.

“So” Ocellus started. “How's the report coming?”

“Haven't written it yet. I'm gonna start on it right after breakfast.” Silverstream grinned.

“Yona finish report yesterday.”

“Oh. What's it about?” Ocellus smiled.

“Yak ice magic. Nocreature in Yakyakistan do ice magic but legends speak of it.”

“Sounds fascinating Yona. Hey Gallus I heard that gryphons have secret light magic powers, is that true?” Ocellus looked over at Gallus staring at his fish while rubbing his temples. “Is something wrong Gallus?”

Gallus sighed. “It's nothing... I'm just feeling a bit under the weather this morning.”

“You too?” Sandbar interjected after taking a bite of his oatmeal.

“What wrong with friends?” Yona asked.

“I don't know really... just a bit of a tingle in the chest. It's probably just a cold.” Gallus reluctantly took a bite of his fish.

“Dude. My chest is feeling wonky too.” Sandbar added.

“Thank buck it's not just me. Ever since Silver's biology project sprayed me with that pollen my tits have been feeling like...” Smolder trailed off.

“Like they're an ocean and there's waves bouncing back and forth between both ends of them.” Silverstream added after a sip of her orange juice.

Smolder nodded emphatically. “Yeah like that.”

Ocellus cocked an eyebrow. “Are you guys feeling ok? I feel completely fine.”

“Yona feel it too. Yona never feel sensation like this before.”

“Soooo.” Gallus twirled his fork. “It's safe to assume that everyone but Ocellus is allergic to Silver's flower.”

“Maybe you should go to the school nurse.” Ocellus trailed off.

“I'll pop in there later. I got a whole day of classes ahead of me.” Gallus groaned.

“And I've gotta go prepare my report about the flower.” Silverstream waved as she wandered off “See you guys later.”

Silverstream's Top Pops

Silverstream stared at her fully blossomed flower and scratched her chin. Its appearance hadn't remarkably changed all that much since it blossomed yesterday. Thankfully there hadn't been any other incidents of it spraying pollen up anypony's nose. She had worked so hard to cultivate this weird flower and no matter which way she sliced it she found it's bloomed appearance pleasant. Nevertheless, it was time for her to write the actual report about her cultivating the flower.

Silverstream sighed. “Well time to get comfortable.”

She reached behind her neck and unfastened the strap that kept her long white dress affixed to her body. With a gentle flop the dress slid down before clumping on the floor. Silverstream was wearing a blue bra and panties underneath her dress. With a grin, she grabbed a sheet of paper and sat down at her desk.

“Ok now where do I start.” She twirled the writing quill in her talon as words seemed lost on her. “Oh.” She declared as she started writing.

“Magical botany aka how I grew a strange plant from the forest.” She paused for a second as she felt another wave of sensation bounce through her breasts. Silverstream beheld her boobs looking for any sign of something being wrong, but her chest remained the same aside from the sensation. “I should probably mention this in the report. Well back to writing.”

She once more turned to her paper and went back to writing. “For my report on magical botany I decided the best way to learn about growing magical plants was to actually grow one. So I explored the Everfree forest to find something to grow. I happened upon a small seed discarded next to a tree. Admittedly I couldn't be certain the seed was from a magical plant, so I used Mage Medowbrook's magical botany formula to determine it's properties. I came to the conclusion based on the three tiered test of Mage Medowbrook that the plant contained medicinal magic. I couldn't be sure what kind until it bloomed.”

Silverstream paused. “Oh... I need to run a test on it to get some more details about its medicinal properties.” She paused. “Horesfeathers I can't write this report until I know what kind of medicinal properties the flower has.” She brought a claw to her beak. “Maybe I should ask counselor Trixie if I should just submit my growth notes on the plant instead of writing a formal report.” Silverstream got up from her chair and went towards a cabinet in the back of the room. She opened the cabinet and pulled out small sheers and a small flask. As she was returning to her desk, she stopped as a sensation gripped her chest again. However, unlike the last time it also affected her thighs and ass.

She paid the sensations little mind and returned to the potted plant. “Ok little guy I'm gonna take a small clipping of your petals. Don't worry it won't hurt a bit.” With a steady hand, she carefully snipped off a bit of the flower's outer petals and put the clipping into the flask. “Ok now to add the catalyzer and see what colors it turns.” She went back over to the cabinet and pulled out a flask of green liquid and poured it into the flask. “Ok, now I need to wait a bit and see what color it turns... in the meantime I can probably write ahead about how I grew the plant. Silverstream sat down at her desk once again and started scribbling on her report paper. While she was writing she looked through a notepad next to her desk. As she was doing this however, the sensations in her breasts and ass returned.

She could swear it looked like her breasts were bubbling but she paid this little mind and wrote her report regardless. As she continued writing the report, she started feeling a tightness in her chest area. “Sweet Celestia what's up with my rack today” Silverstream reached behind her back and unfastened her bra allowing her boobs to swing freely. “Ahh much better. Ok, back to my report.” Once again she tried writing her report but she was once again interrupted by her panties tightening around her ass. “Alright.” She sneered. What the buck is going on down there?”

She shot up from her chair and went over to her full-length mirror to get a better look. Once there she looked down at her butt and saw her panties digging into her thighs. “I could swear these were the right size. I bought them months.” Silverstream trailed off as she saw her chest, thighs and ass oscillate in time with the familiar sensation she'd been experiencing all day. “What the buck.” She leaned in closer to her mirror and examined her bust. “Is it... bigger?” She grabbed at her boobs feeling their weight and girth. As she did so she felt the rippling sensation return. Her breasts jostled in her hands as she felt her breasts expand slightly in her hands. “What's going on here?! Why are my boobs growing?” She looked over her boobs and deduced that her decently sized D cups had grown a whole cup size since that morning.

Silverstream speechlessly stared as every thirty or so seconds her breasts pulsated and gained another boost in size. She had no idea what to do about this if anything aside from watching the progression of her boobs from her initial size to whatever size they were gonna stop at. Silverstream felt her panties dig even further into her ass. This reminded her that the expansion that was gripping her boobs was also affecting her thighs and ass.

To avoid any further discomfort, she carefully slid her panties off leaving her completely nude. She blushed as she felt her breasts touch each other when they finally grew to a size where they formed natural cleavage without a bra. Silverstream felt her nipples expand with arousal in response to a slight draft in the room. With this arousal she became aware of the fact that her areola had nearly doubled in diameter. Several more minutes passed before at long last the sensation died down. When the sensation truly finished, Silverstream surveyed the damage. She thought back to the book she read once on cup sizes although that also reminded her of the time she helped Yona finally pick a comfy bra. Nevertheless, she quickly discerned that under the equestrian sizing system her boobs stood just shy of being K cups. For practical purposes her boobs essentially had taken over her torso as her most prominent feature. Her ass wasn't spared either, the decently shaped butt she had before had ballooned out into a massive heart shaped cushion. Her thighs had also grown so much that they chafed just by her standing still.

“I look like some kind of sex goddess.” Silverstream posed and winked at the mirror. “And ho boy do I look scrumptious.” Out of the corner of her eye, she saw that the color of the flask she prepared earlier had changed. “Oh, the test results should be done.” Silverstream grinned and went back over to the beaker she had prepared earlier. What had started out as a lime green color had shifted to a soft pink similar to her own feathers. “OK let's see what kind of effect this has.” She reached for a bookshelf and pulled out a green colored book and flipped through the pages. Eventually, she settled on a page with a pink square on it identical to the pink in the beaker. “Hmm fertility.” She looked down at her massive boobs. “That explains these.” She cupped her massive tits. Gears turned inside her head and eventually her eyes went wide. “Oh no! I've gotta find my friends.” With a start she left her bedroom. Before she got too far however she remembered she was butt naked. “Oh.” She blushed. “I should go put some clothes on first.”

Smolder Busts Out

Smolder wandered through the hallway of the school. A frown adorned her face as she wore her cheer leading outfit. She went to great lengths to cross her arms just to make sure nopony dared ask questions about her manner of dress.

“I can't believe Yona ditched us.” Smolder huffed. “Not to mention my chest is still bucked up from Silverstream's crazy flower. Hopefully, a warm shower will help take my mind of all this bullshit.” Smolder made her way through the school's hallway until she came upon a door with a female symbol and a drawn shower head on it. The dragoness swiftly slipped into the tiled room and slipped her cheer leading outfit into her locker. Once nude she went towards the back of the room until she entered an area with several open shower curtains with shower heads in them. She dashed into the nearest stall and with a squeak she turned the hot water on full blast. As the hot water poured over her body she sighed, “shame this hot water will never be as warm as a lava bath.”

Smolder sat there under the boiling hot water as thick water vapor filled the air. She reached over to a nearby recess and produced some body wash from it. As she started scrubbing herself down the abnormal sensation filled her chest again. “Great looks like the hot water isn't doing shit about my chest problems.” She looked down at her virtually flat chest and frowned. Of all the girls in the group, of course, I'm the one with the tiniest tits she thought. She placed her arm over her chest in the vain hope that somehow not seeing them would make things all better. With ever increasing stress and anxiety wracking her mind she reached down and started rubbing her cloaca's more sexual areas. Ponyville might be full of soft ponies but some of the men looked hard as steel she thought. One stallion, in particular, dominated her mind as she jerked off. Thunderlane worked out every day and he had the hot body to show for it. She could only imagine his penis was as large as the rest of him. As thoughts of being wooed and taken by Thunderlane's giant penis took over her mind she sped up her rubbing.

Unfortunately for her raunchy mind Thunderlane's impressive body and dick weren't enough to satisfy her carnal lusts. Who else should she add to her imaginary impending gang bang? There were plenty of hot men to chose from but it didn't take her long to settle on none other than Gallus. Unlike most men in her life, she actually knew what he looked like completely nude. She blushed as she recalled the circumstances of how she caught a glimpse of Gallus's nude body. Back when she was just a first year in the school she went with Gallus and Silverstream to a nearby lake to cool down in the hot summer sun. One thing lead to another and they were soon all skinny dipping in the lake. His penis was quite a sight to behold, six inches of spiky pink gryphon cock all held up by a pair of blue furry balls. Gallus lacked the muscles structure of Thunderlane to be sure. However, Smolder was more than convinced that Gallus was the kind of man that would rut her hard and not ask questions.

The fantasy of an assertive Gallus conveyed her to unforeseen heights of desire and need. She reached a hand up to massage her nipples. However her entire thought process derailed as she felt her breasts jiggle somewhat in her hands. Smolder looked down at her chest wide eyed to see her formerly flat chest now had a more noticeable bulge to it.

“What the buck?” She called as she just stared dumbfounded at her breasts. The more she stared at her chest the more she realized the sensations from Silverstream's flower had exploded in intensity. She stared at her breasts for a few minutes until she saw her boobs ripple and expand somewhat. “I think my boobs are growing.” She watched a bit longer and lo and behold a few moments later her chest jiggled and expanded a little bit. Smolder's face contorted into a huge shit eating grin. “They are growing. HA about bucking time.” She watched giddily as her boobs continued their expansion.

When her breasts reached a size comparable with Silverstream's bust she felt her lust and need return to her. She couldn't completely explain it but watching her chest balloon out was extremely erotic to her. With a perverted grin she tentatively started poking at her expanding flesh. She was enamored with just how soft and squishy it felt to touch and squeeze her new boobs. Sure she had touched Silverstream's breasts once but it was nothing in comparison to actually having large tits of her very own. She used one hand to continue fondling her expanding boobs and extended the other down to caress her sopping wet snatch. Her boobs continued growing large and larger as she found herself completely lost in pleasure. Smolder finally climaxed when her breasts were in the middle of a growth cycle. The shower floor was coated in her juices only to quickly be washed away by the torrent of water from the shower. Smolder furiously pumped at her cloaca desperate for another release but the expansion abruptly stopped long before that second orgasm came. With the sensations thoroughly gone from her breasts, she felt her arousal start to fade away.

She watched her tits jiggle with her breathing for several minutes hoping the expansion might start up again. However, once she was certain the expansion was over, she sighed. “I don't think they're gonna grow any more.” She chuckled and posed in the shower. “Not that I'm complaining. Now I've got the biggest bust. Silverstream eat your heart out!” She turned off the water to the shower and left. With water dripping down her frame she instantly discovered that it wasn't just her bust that had grown but her ass as well. She looked back at her butt and smirked at the fact it had practically doubled in girth along with her thighs. She went back to her locker once she was done drying herself off. Inside the locker was her favorite outfit, a black tank top with a pony skull printed on it and a black leather miniskirt. Before that however she had to put her bra and panties on. This proved impossible however as no matter how hard she tried her undergarments wouldn't fit over her new frame. “Looks like I'm going commando today. Maybe I can swipe one of Silver's old bras later.” She discarded her old white bra and panties and put her skirt and top on. Unfortunately, they barely did anything to cover up her new massive breasts and ass. With her boobs bulging beneath the top. She left the locker room.

As she was walking, she internally grinned at all of the male students staring at her massive boobs. As she passed a particular unicorn stallion, she heard a loud ripping sound. Just in time she looked down to see the chest area of her top rip exposing large amounts of cleavage to the world. He blushed at the sight, and Smolder loved the dumbfounded look on his face. Nevertheless, she had a reputation to uphold among the students of the school, “Take a picture it'll last longer.”

Gallus Grows a Pair

“Ok everypony today we're going to review last night's chapter of Robin the hooded gryphon.” Princess Twilight scribbled notes for this book on the blackboard in her lecture hall.

Gallus slumped and placed his talons onto his head as he watched her talk from the back row. Today was just sucky for the gryphon all around. For starters he was literally the only one of his friends who had classes scheduled for today. In addition to that the class had been running so far behind him in terms of reading this book that everything Twilight was saying was old news. And to top it all off his chest was still going haywire from Silverstream's botany project. Gallus sighed, three whole hours of compulsory nothing awaited him in addition to being allergic to Silverstream's bullshit. He wiped some sweat from his brow as a fourth gripe formed, namely the horrific summer heat. Everywhere he looked he saw students half paying attention because of all the heat permeating the lecture hall. Gallus made sure to wear short shorts and a loose fitting tank top to class. Unfortunately, that didn't save him from the musky aroma of ponies who had been in the classroom earlier. As boredom sunk ever deeper into his psyche he started itemizing everything the students in the room were doing.

He smirked as his eyes fell on a pink mare two rows down fanning herself with her notebook. Underneath her top he saw the outline of her medium sized boobs held up by a black bra. The heat might suck but at least he got a good peep show. He thought back to the time that he spent an afternoon with Silverstream and Smolder during a similar heat wave. They went down to the lake and went nude bathing with them. Silverstream and Smolder were two of the hottest women he knew. Silverstream had the biggest boobs of anyone in class. Smolder's ass and fiery personality made her a close second right behind Ocellus who could literally be as hot as she wanted.

Eventually, his eyes meandered over to a yellow furred stallion. The stallion had given up any pretense to decency and tossed off his shirt quite a while ago. Gallus blushed at the sight of his well toned pecs and muscles rippling with his every breath. Most creatures knew by then that he was both at home in the soft embrace of a woman or the strong embrace of a man. With girls most of them hesitated to go completely nude but guys didn't give a shit. Gallus placed his head on the desk and admired the physique of this burly stallion. That guy was hot yes but it was nothing compared to Sandbar. Sure he had smaller muscles but his massive prick and tight little asshole more than made up for that fact. Gallus snickered as he recalled the time Yona and Sandbar invited him to watch them 'smash'. It was kind of a boring show but at least they tried to put on a show. Gallus never understood what Sandbar saw in Yona. Sure she was cute but death by snu snu didn't seem that appealing to him. Shame that Sandbar was straight otherwise he'd make Sandbar his own.

Unfortunately, all of these erotic thoughts about his friends made his penis throb with need against his shorts. He glanced around the lecture hall some more and realized almost nobody was paying any damn attention. The need ultimately became too much to bear and he slid his talon into his pants and rubbed his prick. He quickly stopped fondling his penis when he felt it signal an impending climax. The last thing he wanted was to cum in his pants in public. Unfortunately denying his little buddy some release only drove him to greater heights of sexual need. Thankfully a ripple in his chest distracted him from his rock hard prick. “Damn that flower, had to go and give me all kinds of allergies.” he muttered. Eventually his attention to the intensifying sensation around his chest completely destroyed any arousal he had accrued. He waited a bit longer and eventually he felt his throbbing member go flaccid again. Despite his penis going back into standby mode, his mental arousal didn't abate one bit.

Several minutes later he slid his talon back into his pants again to try and get some satisfaction out of his dick. Unfortunately no matter how hard he tried his penis just wouldn't rise to the occasion. Gallus's eyes went wide at the realization that his balls had vanished from his ball sack. Carefully, he pulled up his shorts and underwear to get a more proper look at his crotch. Not only were his balls gone, but his penis had drastically shrunk to no more than half an inch. Although he couldn't be certain he could also swear that is ass and thighs were much larger than before. Thankfully he managed to suppress a scream to nothing more than a fearful tremble at the sight. How the buck could this happen to me he thought? What could possibly cause this?

The abnormal sensation centered around his chest was also present in his lower body as well. His chest! Was everything still in order there? He peered down into his tank top, and no things were most certainly not in order there. His nipples had nearly tripled in both length and diameter since that morning. His nipples weren't the only thing changing about his chest. Where once his chest was flat and masculine now stood a small pair of breasts comparable with Smolder's delightfully small tits. What the hell! I'm growing boobs! He swiftly took his eyes off his growing chest. It's ok Gallus there's nothing wrong here, everything's ok he thought.

Gallus stared intently at the blackboard and Twilight going over the plot details and meaning of the book the class was reading. Sure he knew everything she was saying, but he didn't care. Anything to take his mind off the fact that he was apparently turning into a girl. Alas, he couldn't keep his focus on Twilight's lecture forever as he felt his nipples start to chafe against his tank top. Once that happened, he peeked into his tank top again. His breasts had gotten as big as Ocellus's regular bust since he looked away. He touched one of these new protrusions just to be sure they weren't hallucinatory. Gallus quickly regretted his decision as he felt a pleasurable sensation bounce through his body. Gallus watched in horror as those Ocellus sized boobs gradually grew larger and larger. Once they reached a size comparable to Silverstream's bust he felt his tank top start to ride up his waist. He glanced past his massive knockers and saw his waist had caved in quite a bit. Leaving him with an hourglass figure that rivaled the aforementioned hippogryph's gorgeous body. All of these thoughts were cut off by the sound of the bell going off.

“OK class remember to read the next chapter by next week and don't forget about your magic reports.” Twilight reminded everypony as they started filing out of the lecture hall. Gallus abruptly stood up, gathered his stuff and bolted out. He couldn't be seen like this; he had to hide until he could find somepony to help him. Once outside the lecture hall he couldn't help but feel that all eyes were on him. The constant jiggling of his boobs and ass didn't make the situation any better. Seriously how do girls deal with their boobs jiggling all the time he thought. The sound of fabric tearing drew his attention to the fact that his shorts were failing prompting him to bolt back to his dorm room. Once in his dorm he rushed over to the room's full-length mirror to continue watching himself transform. Thankfully he didn't have to watch long as no more than a few minutes after looking in the mirror the changes stopped.

With the sensation and changes gone, he took some time to take in his altered form. His waist had shrunk leaving him with feminine curvature to rival Professor Rarity. Gallus's ass had grown considerably and was practically a comfy flesh cushion in comparison to his former ass. His dainty paws threatened to go to sleep at the constriction that his huge thighs caused his shorts to have. Those shorts had the beginnings of tears in them from the merciless expansion. His tank top had basically shifted into a tight fitting tube top from the growth of his massive bust. It wasn't just the obvious that had changed, his course down had also softened up a lot and was now silky and smooth to the touch.

Cautiously he threw off his tank top to obtain a better look at his new bust. In terms of hard size, Gallus estimated his new flesh pillows were at least twice as large as Silverstream's with huge nipples to match. The sight of his overgrown bust caused a strange stirring in his crotch. He tried taking off his shorts to get a better look, but he accidentally ripped them off. The strange sensation in his crotch was caused by the fact that his micro penis was completely replaced by a tight gryphoness pussy. Cautiously he moved a talon down to this new entrance and parted their lips to get a better look inside. He got a brief look at the pink flesh inside his new pussy but quickly snapped his talon away at the sensation of cold air on said pink flesh. Gallus frowned as the weight of what had happened to his body crashed down on him. He went to his bed and sat on the surface knees drawn up as far as his gargantuan bust would allow. Gallus had no idea what to do so he just sat there.

Sandbar Tightens Up

Ocellus and Sandbar sat opposite each other outside a cafe in Ponyville. While Sandbar stared intently at the menu Ocellus read through a huge book with a picture of a plant on the cover.

“I'm delighted you agreed to have lunch with me Sandbar.” Ocellus grinned after setting her book down. Sandbar merely nodded and squinted his eyes at the menu. “What's up?”

“I'm not sure what to get. Should I get the hay sandwich with Appalosan apple sauce or a lettuce sandwich?”

“Why not flip a coin to decide?”

Sandbar nodded. “Good idea Ocellus.” he pulled out a bit and flipped it. However, a few minutes later he went back to staring at the menu.

Eventually Ocellus looked up from her book again. “So how did the coin flip go?”

“Well it came up in favor of the apple sauce but what if the sandwich is unhappy I didn't pick it?”

Ocellus just cocked an eyebrow. “Sandbar, it's a sandwich. It doesn't have feelings.”

Sandbar just stared wide eyed “Are you kidding? Of course sandwiches have feelings. If they didn't than anyone could just eat them without having a conversation.”

Ocellus just rubbed her forehead. “Sandbar did you eat the mushrooms behind your house again?”

“Don't be silly Ocellus; those mushrooms taste awful I only ate them once.”

Sandbar groaned. “Are you ok?” Ocellus frowned.

Sandbar sighed, “I'm fine. I'm just having an allergic reaction to Silverstream's magic project.”

“May I take your orders?” Both of them looked over at the waiter standing next to their table.

“I'll have the elite salad.” Ocellus politely said before returning to her book.

“And what would you like sir? Sandbar just stared on ahead, sweating and chuckling occasionally.

“Sandwich!” he blurted out. The waiter merely nodded and wrote on his little notepad using his magical aura.

“OK, we'll prepare your orders in the meantime here are some drinks.” With a flash of magic, the waiter levitated two glasses of water to the table before leaving.

Sandbar sighed. “That was the most stressful thing I've done all day.” Ocellus just silently nodded. “What are you reading?”

“Oh,” Ocellus grinned. “Ever since I saw Silverstream's showed us her flower last night I've been eager identify the plant she grew.”

“So how's that going?” Sandbar took a sip of his water.

“Well,” Ocellus flipped her book back several pages. “Thus far there are two species I think might be what she grew. One is the Sacred Rose of Celestia, it's known to have a pleasing aroma and it looks kinda like the flower Silverstream grew.”

“I don't feel too happy I just feel my chest churning.” Sandbar frowned.

“The other is red glory. They bloom this time of year, and I'm guessing it's excessive spores would make anypony feel weird although.” Ocellus trailed off. “There is a third but I kind of doubt it's what Silverstream grew because of just how rare it is.”

“Well go on Ocellus what is it?”

“Lilith's blessing. Legends say its petals have the power to make women more fertile when ingested in a watered-down elixir.”

“Why does it need to be watered down?”

“Well,” Ocellus picked up the book and started reading from it. “When it's ingested raw and direct the book warns the flower's petals causes an overload of feminine energy inside the ingester."

Sandbar sighed, “well either way I'm still feeling uncomfortable after getting sprayed by her flower. Although maybe that blessing flower could help me with something else.” Sandbar looked down at the table just as their food arrived.

Ocellus squinted her eyes. “Is there something you wanna talk about?”

His eyes went wide, “What! No way everything's going fine between us no problems whatsoever.” Ocellus set her book down and just frowned and glared at Sandbar who sighed. “All right fine I'll talk as long as you promise not to tell anypony about this.” Ocellus nodded and Sandbar continued. “Yona and I have been kinda out of it in the bedroom lately. It just feels like our relationship is getting kinda stale you know? We've tried all kinds of things to spruce things up. Toys, bondage gear hell we even talked Gallus into watching us.”

Ocellus blushed. “Wait? Gallus watched you have sex?” Sandbar nodded. “How did that work out?”

“Not well. Having him just sitting there eating popcorn while jerking off kinda ruined the mood.”

“I can see why that ruin the mood.”

Sandbar nodded. “Yeah, maybe we should break up.”

“That's a bit of an extreme reaction.”

“But what can I do to fix this mess? You're a girl Ocellus surely there must be something I can do to satisfy Yona.”

“I don't know, maybe try a more elaborate date night. Romance usually gets girls more eager for sex.”

Sandbar grinned. “You're right Ocellus.” He stood up from his chair. “I'll take Yona on the most extravagant date ever it'll be the best date ever put on for a yak by a pony. I'll win her affection mark my words.” Sandbar looked down at Ocellus who just sat there staring at him eyes wide open. “Umm I didn't think my pronouncement was that loud.” Ocellus just shook her head and motioned to his chest prompting him to sit down. “I'll keep my voice down next time.”

Ocellus's eyes just went wider as she looked all over Sandbar. “Sandbar. You...”

“What's wrong Ocellus?” Sandbar cocked an eyebrow.

“You're developing breasts!” Ocellus finally blurted out.

Sandbar's eyes went wide. “What?” He looked down at his chest and saw two small bulges around his nipples. Sandbar reached up and poked at them to confirm if they were genuine. He blushed profusely as a wave of sexual stimulation shot through his spine down to his penis. As soon as the sexual pleasure subsided, he became acutely aware of whatever allergy he was having to the flower Silverstream grew had spread all over his body. He felt a burst of this allergic sensation in his chest and watched in horror as the two bulges on his chest grew a bit larger.

“Ocellus...” Sandbar whimpered, “What's happening to me?”

Ocellus just stared at Sandbar. “I don't know I've never seen anything like this before.”

For the next several minutes, all the pair of them could do is watch in mute desperation as Sandbar's small breast buds continued their steady expansion. Eventually, the buds had pushed out so far from his chest they made a fairly noticeable bulge in the front of his shirt.

“Sandbar, you're fidgeting.” Ocellus noted.

“What do you expect me to do Ocellus. I'm growing breasts...” He paused. “I'm sorry I didn't mean to snap at you.”

“It's ok Sandbar I understand.”

Sandbar's eyes darted around. “Umm I don't think it's just my chest that's changing. It might be nothing but my pants are feeling kinda tight.”

Ocellus poked her head beneath the table they were sitting at and saw his butt and thighs were straining against his jeans. After thoroughly inspecting everything down there she leaned back up. “I think your behind is growing too.” She squinted her eyes. “Also is it just me or does your snout look a little.” She paused. “Rounder.”

Sandbar felt around his snout. “I think your right Ocellus.” Their food got colder and colder as they both watched Sandbar's breasts continuing to grow. Ocellus took note of other changes happening on Sandbar from his slenderizing arms and his more feminine eyelashes. Sandbar's shirt felt extremely tight and uncomfortable once his bust had reached a size comparable to Silverstream. “Umm Ocellus... Can you say something? This silence is kinda making me nervous.”

“Oh, umm ok.” Ocellus paused a bit before noticing his nipples were visibly poking out of his shirt. “Are your nipples feeling uncomfortable?”

“Yeah.”

“Well that's because you're not wearing a bra.” Both of them blushed at the sound of fabric ripping. Ocellus spotted it first but there was a growing tear in the center of Sandbar's T-shirt.

“Oh no, what if my shirt rips and everypony sees me naked.”

“I might have a solution to that, but you won't like it.”

“I'll take what I can get.”

Ocellus stood up. “Then follow me.” Reluctantly Sandbar followed Ocellus until they reached the entrance to the women's restroom. Sandbar took some cajoling but eventually followed Ocellus inside. Once inside Ocellus locked the two of them in one of the toilet stalls.

“Are you sure about this? What if everypony finds out I went into the women's restroom?”

“You'll be fine you're practically a woman at this point. Now strip off that shirt before it gets ruined.”

“But.” Sandbar blushed.

“Just do it. Here.” Sandbar stared wide eyed at Ocellus as she threw off all her clothes revealing her nude body. “Does this make you feel better?” It took a while but eventually Sandbar slid his ripping pants and jeans off revealing his nude feminizing body. His butt and thighs had grown to thick feminine proportions since she last looked. Sandbar's penis was still more or less the same but it was gradually losing the fight and dwindling to a more diminutive size. Since they had entered the women's bathroom Sandbar's breasts had surpassed Silverstream's enormous cup size and was still seemingly growing. Sandbar's face was pretty much done shifting into its feminine counterpart; complete with a small muzzle and eyelashes. Sandbar groaned as a huge rush of sensation overtook his body. Within the span of a single minute, his penis fully turned into a horse pussy. With his manhood gone Sandbar felt the sensation begin to peter out.

“Hey Ocellus. I think it stopped.” He paused. “wow my voice sounds super girly.” He looked down at his boobs. “Wow, they're huge.”

“We need to get you to a doctor.” Ocellus interjected.

“But look at me.” He motioned to his body. “I'm naked, how can I possibly go anywhere without any clothes.”

Ocellus grinned. “I can fix that. Do you trust me?” Sandbar nodded which promoted Ocellus to wrap her arms around Sandbar in a hug. With a flash of teal flame Ocellus vanished.

“Ocellus?”

“I'm here.” Sandbar looked down to the source of the voice and saw that a teal dress had appeared around his body. Aside from the teal coloration it was adorned with strange patterns around the waist to conceal Ocellus's mouth and eyes. The strange Ocellus dress also seemed to include some kind of support for his new massive chest.

“Pretty clever Ocellus. Now let's get back to the school maybe the nurse can help me.”

“Sounds good to me.” Cautiously Sandbar exited the stall and made his way out of the restaurant although not before leaving some bits for the food they never ate.

Beneath a Tree

Several days had passed since everypony's breasts expanded in response to Silverstream's strange science experiment. Gallus was wandering around the courtyard of the school of friendship, eyes darting everywhere. No matter where he looked all of the guys around him were giving him awkward looks.

“Hey Gallus!” He cringed at the sound of Ocellus's voice. Gallus turned to see Ocellus sitting beneath a tree along with his other friends. Everypony wore specially made outfits to support their massive chests including Ocellus whose boobs were also massive. “Come sit with us.” Gallus grinned and jogged over to his friends. Unfortunately, the jog over gave him a painful reminder of just how bouncy and jiggly his giant boobs were.

“Seriously.” Gallus sat down panting. “How the buck do you girls deal with your chest bouncing around all the time? Even the bra Rarity made for me doesn't stop all the bouncing.”

“Oh.” Silverstream brought a claw to her beak. “I never really thought about it before. I guess I sorta got used to it after a while.”

“Same with Yona.” Yona grinned.

“I can kinda see where you're coming from Gallus.” Ocellus chimed in “Having boobs this big is like strapping huge water balloons to your chest.”

Gallus cocked an eyebrow. “You know Ocellus you didn't have to make your chest so large to make us feel better.”

Ocellus closed her eyes and grinned. “I figured it was the least I could do while Headmare Twilight looked for a cure to your condition. To be honest I can stand the jiggling but what really weirds me out is all the stares I get from everypony.” Gallus blushed and looked down nervously. “They stare at you too huh?” Gallus slowly nodded his head.

“What's the problem with everyone staring?” Smolder groaned.

“Smolder not have problem with everypony staring at her?”

“HA! Hell no! For most of my life, I was lucky to ever get attention from the opposite sex. But now.” Smolder winked at two stallions staring longingly into her cleavage. “They can't get enough of me. I don't know why you guys would wanna go back to normal I mean come on look at these.” She motioned to her chest. “They're awesome.”

Ocellus frowned. “What about Gallus and Sandbar? They're guys; they can't be too happy about having huge mounds on their chests.”

“Gotta agree with Ocellus on this one.” Sandbar flicked his hand. “It's been moderately interesting experience but I can't wait to get back to normal.”

“What about you Gallus?” Silverstream added.

“Yeah I'm pretty keen to get rid of this jiggling and get my dick back.” Gallus trailed off.

“I sense a but.” Smolder smirked.

“But what if I could just make these breasts smaller. Like about where Ocellus's breasts were before she expanded them.”

“Umm Gallus... do you” Silverstream paused. “Like being a girl?”

Gallus looked down. “No it's just. You wouldn't understand.”

“Well make us understand.” Ocellus narrowed her eyes and frowned.

Gallus sighed. “I hate having my chest jiggle like this. Going to the bathroom is weird and don't get me started on jerking off. I want my dick back I absolutely do but,” Gallus sighed again. “For the first time in my entire life, I've had stallions I like ogle me. And well... I enjoy that.” Gallus smiled. “I've also gotten a few looks from girls I've always liked and don't wanna give that up. So I'm kinda hoping that when Twilight discovers a cure she can make it so I can get my penis back along with a slight chest reduction.”

“Sooooo.” Smolder trailed off. “You wanna be a futa?”

“Futa?” Silverstream cocked her head.

“You know, a girl with a dick.”

“Oh.” Silverstream grinned.

“I know it seems odd but yeah I kinda do.” Gallus nodded.

Smolder chuckled. “No objections from me sounds kinda hot to be honest.”

“Same here, I've wondered what it would be like to have a dick.” Silverstream grinned. “That said I'm extremely happy with my little old pussy.”

“If you must know Silverstream having a penis is like having all of the pleasure spread throughout your body during sex focused into one long rod. Also, you trade off lots of little orgasms for one big one.”

“Oh, a super orgasm might be fun.” Silverstream giggled.

“Wait?” Gallus cocked an eyebrow. “How do you know that?”

Ocellus lowered her eyes. “Changeling remember. When Thorax freed us from Queen Chrysalis many us tried out different sexes.”

“So you tried out being a guy?” Sandbar grinned.

“Actually I was born a guy.” Everypony's eyes went wide prompting Ocellus to look around at everypony. “What? I thought I told you.”

“Not really it's not like something like that really comes up much in everyday conversation.” Silverstream looked elsewhere.

“Well it's true. When I was born, I was a male changeling and slated to serve in the hive defense force. Then Thorax overthrew the queen, and I tried out being a girl and well... I liked it better.” an uncomfortable silence descended on them for several minutes before Ocellus continued. “So do you guys have any plans for today?”

Smolder chuckled. “Well I'm gonna go watch the men's track team practice today.” She smirked.

“So are you taking an interest in running?” Silverstream lowered her eyes. “Or is it just because Thunderlane is coaching today.”

Smolder blushed as her eyes darted left and right. “What? Don't be silly Silver I swear it doesn't have anything to do with him.” Everypony just frowned as they looked at Smolder. “All right fine! It has everything to do with him.”

Silverstream chuckled. “What about you Sandbar? Any plans?”

Yona grabbed Sandbar by the shoulder and shifted him to her side. “Sandbar taking Yona out today.”

Sandbar chuckled. “Yeah, I arranged a whole date for us today.”

Silverstream squealed. “Wow that sounds like so much fun.”

“It will be. So what about you Silver?”

“Eh not much for me. I might pop in later to help Headmare Twilight with her research but before I do any of that I'm gonna have a swim in the courtyard. It's been crazy hot lately.”

Gallus groaned. “Good grief don't I know it sister, I've been sweating all day.” He sighed. “Maybe I should hit the gym. I'm already boiling so I might as well put that sweat to good use.”

Ocellus grinned. “I'm gonna go help Twilight with her research into the flower.”

“By the way.” Silverstream interjected. “You've been very helpful with that. If you hadn't identified the flower Celestia knows how much longer it would take to cure us.”

“No problem Silver.” Ocellus stood up. “I better go the professors might be missing me.” With Ocellus departing Everypony else soon got up and left the tree to go about their day

Gargantuan Gallus

Gallus looked around the gym nervously. Typically the Ponyville fitness center was a relatively comfortable place for Gallus. However, Between his constant sweating and giant boobs he couldn't be more uncomfortable if he tried. Because it was a gym and a hot day just about everypony there was wearing as close to nothing as socially acceptable. No matter who Gallus looked at he couldn't help but be somewhat aroused at the sight of them in sweaty skimpy clothes. It didn't help that Gallus's 'arousal' felt so bizarre that he couldn't really process what was going on inside his panties.

“Why did I even come here?” He muttered under his breath before sighing. “Doesn't matter, I'm here now and I might as well make the most of it. Maybe I should hit the treadmill.” Most of the treadmills were occupied but eventually Gallus found an empty treadmill at the back of the gym. With a grin he hopped up on the treadmill and started it up. However no more than three seconds after he started seriously running he had to stop because of his boobs bouncing around everywhere.

“Crud! I forgot the bra doesn't stop all the bouncing.” He paused. “Maybe an exercise bike will be easier to use.” Gallus quickly hopped off the treadmill and headed towards the exercise bikes.

“Hey there.” Gallus stopped dead at the sound of a familiar voice. He turned to see none other than Silverstream's brother Terramar standing behind him.

“Umm.” Hi...” Gallus trailed off.

“I'm sorry. I thought you were someone else.”

“It's ok.” Gallus nervously chuckled. “I get that a lot.”

“I'm Terramar by the way.” Terramar grinned. “What's your name?”

“I'm Gall...” Gallus bit his tongue. “Gally.” He nodded. “My name is Gally.”

“Gally huh? Are you by chance related to Gallus? I swear you look just like him.”

“Umm err yeaaah.” Gallus nervously nodded. “I'm his... sis...ter?”

“Oh... ok.” Terramar rubbed the back of his head.

An uncomfortable silence descended upon them. The only clothes that Terramar wore were a pair of jet black gym shorts with a white stripe on them. Gallus felt his vagina sweat even more as he looked over Terramar's well toned abdomen and decent pecs. He tried taking his eyes off of Terramar's torso, but that didn't help as his wandering eyes fell on the huge bulge in Terramar's gym shorts. Gallus had to crane his neck up to look Terramar in the eyes because of how tall he was. He quickly regretted looking up at Terramar's face as he realized that Terramar was practically drooling over his cleavage.

“You're staring at my cleavage.” Gallus frowned.

“Oh.” Terramar blushed and looked elsewhere. “I'm sorry it's just that... I never figured Gallus's sister would look so attractive.”

Gallus blushed. “It's fine... sooooo” Gallus trailed off. “What brings you to Ponyville?”

“Oh, the cutie mark crusaders invited me over to visit. I just got done seeing their clubhouse, so I figured I would stop by the gym to work out a bit before seeing my sister. What about you?”

“Umm.” Gallus shuddered. “I'm here to visit my brother, but I can't find him anywhere.”

“Oh”, Terramar grinned. “Maybe I can help you find him?”

Gallus blushed as he realized the bulge in Terramar's pants was getting bigger by the moment. “Um no thanks I'll be fine... in fact I gotta go see you later.” Gallus barely waited to hear Terramar's response before bolting back to the locker room. Once inside he quickly stripped off his clothes and ran into the shower. Once under the water he sighed.

“Holy buck that was tense. The way he was leering at me, and those abs just.” Gallus blushed as he started wiping the sweat from his body. “Was my sweat always so oily?” Gallus continued his shower for several minutes before groaning. “How does Silver put up with that guy? Thank Celestia I don't have a sibling to deal with.” The more Gallus cleaned his body the more he started smelling a weird aroma permeating the air. “And what the buck is that smell? Do all girls smell like that?”

“Actually it's likely just you that smells like that. Not that it's an unpleasant smell.” Gallus's eyes went wide at the sight of Terramar standing next to him in the shower room. Terramar's gym shorts were long gone leaving him butt naked with his fully erect horse cock throbbing with need.

“Terramar? What are you doing here?

“Better question, what are you doing here? This is the men's locker room.”

“Ummm.” Gallus looked around nervously. “It was a mistake?” Gallus grinned.

“You can drop the act Gallus I know it's you.”

Gallus's mind paused. “But... how?”

“You just said so a few seconds ago.” Terramar grimaced.

Gallus thought back over what he had said earlier. “Oh.”

“You know Gallus.” Terramar smirked. “You make for a pretty hot girl, and I can't help but notice the way you look at me every time we see eachother. I've never really been into guys but now.” Terramar got super close to Gallus and whispered in his ear. “Now that you're the most buxom lady, I've ever seen I'm very interested.”

Gallus felt his heart beat pick up and even more arousal bombard his mind. Several moments passed before Gallus seized Terramar's head and roped him into a lust addled kiss. Terramar was quick to reciprocate Gallus's affection. Gallus explored Terramar's mouth in all it's splendor before breaking from the kiss as spit trailed from both their beaks.

“Those breasts are amazing Gallus. Can I feel them?”

Gallus smirked seductively. “You can touch me so long as I can touch you.”

Terramar wasted little time and started gently squeezing at his tits. Gallus had experimented with his breasts before but having somepony else caress his giant knockers was way different than doing it on your own. As Gallus felt his nipples harden and his arousal mount he looked down at Terramar's cream white horse junk. Gallus used one of his talons to stroke Terramar's penis while the other focused on his balls.

“Geez Gallus that feels good.” Terramar moaned somewhat. “How did you get so good?”

“Being bi has its benefits big boy.”Gallus stifled a moan as he felt himself reach his first climax. Fortunately, for him he knew there were plenty of orgasms yet to come. Eventually, Gallus broke away from Terramar's fondling.

“What's up?”

“Oh nothing.” Gallus giggled and gave a gentle stroke to Terramar's penis. “Just wanna give your tool some more 'intimate' attention.” Without much of a word Gallus started to lick and lap at Terramar's erect penis as if it were a lollipop. Once he had thoroughly covered Terramar's penis in saliva, he focused his attention on his leathery balls. After several minutes of Gallus's perfect touch he felt Terramar's penis start to throb in his grip, prompting Gallus to stop.

“What's up?” Terramar frowned.

Gallus swiftly got on his hands and knees and raised his ass up into the air. “You're close Terra, and I don't want you to waste that boner of yours.”

Terramar smirked as he smacked Gallus's ass. "Sounds good to me." Within moments Gallus felt a surge of alien pleasure shoot through his spine once Terramar hilted him. Terramar took firm grasp of Gallus's ass and went to work pumping his penis in and out of his gryphon pussy like a wild animal. Gallus had been fucked in the ass before but somehow being fucked in this new hole felt so much smother. Part of him preferred the ass but the pleasure he was feeling nullified any complaints he had. A few moments of pounding later Terramar slowed down somewhat and became more forceful with his thrusts. Gallus's tongue lulled out of his beak as he felt Terramar shoot ropes of steaming hot cum all over his body.

“Wow.. that was.” Gallus started but stopped when he realized a familiar sensation had returned. In a panic he glanced down at his chest and saw his breasts once again starting to expand. “What the!” Gallus cried as he stood up to get a more thorough look at his breasts. Unlike the first time the expansion happened to him, the oscillation of his chest happened once every few seconds as opposed to every few minutes. “Umm Terramar.” Gallus faced him. “I think.” Gallus stopped dead as he looked over Terramar. His body was shifting much like his had a few weeks ago, Smaller frame, a shrinking penis and a fairly decently sized pair of boobs sprouted on his chest.

“Hey Gallus.” Terramar gave one of his growing tits a squeeze. “Is this how you changed? Because this feels amazing.” Gallus tried to pay attention to Terramar but all he could focus on was his own chest. In the space of a minute, his breasts had nearly doubled in size, and they showed no signs of stopping. A loud squelch drew Gallus's attention back to Terramar who had completed his transformation into a buxom hippogryph woman. Gallus experienced a considerable strain on his back once he realized his breasts had grown so large his nipples dangled above his knees.

Once his bust expanded several more inches Gallus, fell forward, landing on his new massive boobs. Despite being so large he couldn't stand up they continued expanding. Eventually, they got so large that they started to lift his paws off the ground. Once Gallus's boobs were so big, he was resting on them as if they were beanbag chairs the sensation stopped. He tried in vain to get back on his feet but his efforts only lead to him jiggling around on his breasts.

“Wow Gallus, that's pretty big.” Gallus peered over his giant boobs and saw Terramar sitting on the shower room floor fondling his own breasts and pussy. He pushed down into his own breasts in a vain attempt to stand again, but all he did was send a jolt of sexual pleasure through his body. Several minutes passed before a group of three nude stallions entered the shower room. All three of them stopped in their tracks at the sight of Terramar's fondling and Gallus's struggle. Almost instantly all three of their penises hardened.

“Hey boys.” Terramar made his way over to one of the stallions. “I'm feeling a little horny care to help me deal with that?” The stallion in question wasted no time in making out with Terramar. Meanwhile the other two stallions approached Gallus and started prodding at his gigantic bust.

“She's so big. I never imagined something like this was possible.” Gallus moaned at the stimulation he was receiving from their fondling. Out of the blue Gallus felt one of the stallions get up behind him and start fucking his pussy again. Several minutes later Gallus groaned as he felt the stallion on his back nut inside him. Once the high of the mutual orgasm wore off, he stared wide eyed at the stallion that had stayed behind to fondle his giant tits. Where once stood a stallion now stood a mare just as busty as he ever. A few seconds later a second mare came into focus. Without much hesitation she started jerking herself off followed by the second stallion. Gallus glanced over at Terramar and the first stallion. However, there wasn't a first stallion there only a third mare licking Terramar's pussy. Gallus turned his attention back to the first two mares who had started kissing eachother.

“Hey, you girls wanna give me some attention?” Gallus smirked.

One of them giggled. “Gladly.” One of the mares went behind him again and started lapping at his sopping wet cunt. As the day marched on more and more stallions came into the locker room after working out. These stallions quickly found themselves transformed into mares and joining the huge lesbian orgy in the men's locker room...

Super Silverstream

Silverstream grinned as she stood next to the pond outside of the school's entrance.

“Well looks like nobody's around.” She pulled her top and skirt off revealing she was wearing a two piece rubber swim suit underneath. Once that was done, she flew up into the air before nosediving into the water. Just before she hit the water she squeezed her pearl fragment and just before she hit the water's surface she shifted into sea pony form. “Ahh feels nice to be underwater. Sure being a hippogryph is good but sometimes I miss the sensation of water against my skin. Thank Celestia my wet suit changes form with me.”

Silverstream smiled as she started swimming through the pond. Eventually, she stopped to catch her breath from all the swimming. As she was floating there, she saw a ripple of water form from behind her. She turned to see the bottom half of a male in a pair of white boxers swimming in the water. “I wonder who that is?” Silverstream looked over the purple draconic torso swimming in the water. “Hmm. It's gotta be Spike.” She smirked and slowly swam towards the torso. Silverstream swam low to not alert Spike to her presence. She carefully swam behind him before slowly surfacing. Once at the surface she confirmed that indeed the mystery swimmer was none other than Spike. Silverstream smirked as she swam up closer and closer to the oblivious dragon sitting wading in the pond.

“Surprise!” She shouted prompting the dragon to shoot several feet up into the air with a shout. Silverstream looked up at Spike flying in the air with a wide-eyed expression on his face. She couldn't help but break out laughing.

“Gah! Silverstream you scared me.” Spike frowned.

Silverstream merely laughed some more. “I know. But the look on your face.” She snorted as she sustained her hysterical laughter. Spike spent several seconds fuming before joining in on Silverstream's laughter and flying back down into the water. Once the two calmed down a bit Spike settled into swimming next to Silverstream.

“I hope I didn't startle you too much.”

Spike chuckled. “It's ok Silverstream. I bet I had a doofy look on my face.”

Silverstream giggled. “Yeah you did it was like bwaaaah.” Silverstream widened her eyes in terror prompting a laugh from Spike.

“Yeah that looks pretty silly.” Spike grinned. “Getting in an afternoon swim I assume?”

Silverstream nodded. “Yeah, I come out here whenever I can for a good swim. What about you? You don't usually go swimming.”

“Yeah but it's so hot today I figured it was a good place to cool off a bit.” Spike grinned. Silverstream looked over Spike. Typically she was accustomed to seeing Spike fully clothed. However, today he was completely exposed for Silverstream to look over. He had a well toned chest and decent pecs in addition to a fairly sexy six pack. “Umm mind if I go sit on the side of the pond? It's getting a little tiring swimming out here.”

“No problem.” Spike nodded and swam for the shore. Once there he sat on the edge of the pond. Silverstream swam over to Spike and got out of the pond and sat next him a few moments later.

Once Silverstream got herself comfortable she noticed Spike staring intensely at her breasts. Silverstream grinned prompting Spike to swiftly look elsewhere. “So umm Silverstream.”

“You can call me Silver if you like.”

Spike cleared his throat. “Yeah Ok Silver. So ummm well.” He trailed off. “How have umm they been.”

“They?” Silverstream cocked her head.

“You know the big things you have.”

“Oh.” Silverstream chuckled “You mean my tits.”

Spike furiously blushed while his eyes darted back and forth. “Umm yeah.” he rubbed the back of his head.

Silverstream giggled. “It's not that big a deal to be honest, I've always had a large rack and having a larger rack isn't that much of an adjustment.” She brought a flipper to her chin. “Although the weight makes swimming a bit harder.”

Spike nervously chuckled. “I can see that.”

Silverstream smirked as she noticed Spike stealing multiple glances at her mammary glands. “Do you like them Spike?”

“No!” Spike covered his mouth. “I mean yes! I mean.” He groaned.

Silverstream put a flipper on his shoulder. “Calm down Spike we're friends.”

“I know it's just.” Spike trailed off.

“You don't want to be rude? Pft.” Silverstream waved a flipper. “Don't be such a prude Spike. There's nothing wrong with thinking a girl's hot after all.” She narrowed her eyes. “You're quite the looker yourself.”

Spike's eyes widened as he blushed. “You mean that.”

“You bet, whatever you're doing keep it up because that six pack,” Silverstream mimicked the sound of a cat meowing. “I bet you get all kinds of girls throwing themselves at you.”

“Umm actually.” Spike rubbed the back of his head. “I've never had sex before.”

“Wait, what?!” Silverstream's eyes widened. “Have you at least seen a woman naked before?” Silverstream frowned.

"Nope" Spike shook his head.

“Now that just won't do. You're too attractive to have gone this long without some nudity in your life.” Silverstream squeezed her pearl fragment and shifted back into her hippogryph form. “Here.” She grinned. “Let me fix that for you.”

“Wait! Silver! You don't have to...” Regrettably it was too late. In the time it took for Spike to utter those words Silverstream had begun taking her top off. Spike watched with wide eyes as Silverstream quickly shed all her clothes.

Once nude she stood next to the pond to make sure Spike could see everything clearly. “There, now you've at least seen a girl naked.”

All Spike could do was sit there and stare mouth agape at Silverstream's nude body. Eventually, Spike shook his head. “You didn't have to do that Silver.”

“Oh come on Spike this is your first time seeing a girl naked. The least you can do is enjoy the view.” Silverstream winked before looking over at Spikes befuddled expression. “Celestia damn it! I bucking did it again didn't I?” Silverstream groaned.

“Did what? Did I do something wrong?”

Silverstream sighed. “No Spike I did something wrong.”

“Silver? What are you talking about?”

Silverstream picked up her swim trunks and started pulling them up her legs. “I should go before I do something stupider.”

Spike sighed, “I'm so confused.”

“You wouldn't understand.” Silverstream continued shimmying her wet suit trunks up.

“At least talk to me Silverstream I'm your friend.”

Silverstream paused and sighed. “Ok fine I'll talk.” Silverstream sat down next to Spike again. Although she had succeeded in pulling her trunks on, she had resoundingly failed to put her top back on.

“OK then. What's wrong?”

“You see Spike...” Silverstream looked at her knees and frowned. “Every time I try getting intimate with a guy I like. I always do or say something stupid that upsets them.”

“Oh I get it now. I'm not upset Silverstream. Too be honest, I can kinda understand where you're coming from.”

“You can?” Silverstream cocked her head.

“Yeah, I've done all kinds of embarrassing things around Rarity in the past.”

“Really.” Silverstream grinned and clasped her hands together. “What's your worst?”

“Well I was carrying gems for Rarity a few years ago. She gave me two enormous diamonds to snack on and I said I'd love to munch on her huge sexy diamonds.” Spike groaned and brought a claw to his forehead.

Silverstream giggled. “My worst was asking a guy if he wanted to try some cbt. He ran off the moment I said that. I swear I didn't know what that meant at the time. I thought it meant cuddling bird time.”

“Now that is embarrassing. Wait!” Spike's eyes went wide. “You're interested in me?”

Silverstream nodded. “You bet. Nice guy, nice bod. Why wouldn't I want a piece of that.”

“Hold up.” Spike cocked an eyebrow. “You said that every time you tried to get intimate with a guy, you said something stupid right?” Silverstream nodded. “Have you ever had sex before?” Spike pointed at Silverstream

Silverstream sighed. “Unfortunately no. Thank Celestia I saw a naked guy once... my brother... in the shower... and he freaked out and threw the soap at me.”

Spike chuckled prompting Silverstream to chuckle a bit as well. An uncomfortable silence descended over them. The whole time during the silence Silverstream couldn't help but look over Spike's body. Eventually, she noticed Spike's gaze seemingly lost in her cleavage and a growing bulge in his underwear. “Umm Silverstream” He twiddled his thumbs. “I know it seems a bit forward and likely violates like a dozen school rules but could we...”

Silverstream merely grinned and placed a firm kiss on his cheek. “Does that answer your question lover boy?”

“Oh yes, it does. So umm, what do we do first?”

Silverstream giggled. “I have no idea but let's just do something wild” She looked down at her swim trunks. “Oh dear it's soooo hot outside today.” Spike watched with a blush on his face as Silverstream started to slide her swim trunks down off her body. She made an effort to pull them back up on occasion before pulling them down a bit more. As she was doing this, she started twisting her upper body back and forth resulting in her gargantuan boobs bouncing around like crazy. After pulling off her swim trunks she twirled them around on her talon for a few moments before flinging them to the side. “There now I'm dressed appropriately. Your turn.”

Spike smirked and stood up. “With pleasure.” Spike soon got to work pulling down his own underwear. He did everything he could to mimic Silverstream's motions. Silverstream blushed as she got a good look at Spike's barbed, red dragon cock. Once Spike was done striping Silverstream grabbed Spike and started kissing him. Spike reciprocated the kiss, using his long tongue to explore every inch of Silverstream's beak. Eventually, Spike broke from the kiss, leaving a trail of saliva to connect their mouths. “Umm I hate to ruin the mood but shouldn't we find somewhere more private. We're naked out in front of the school.”

Silverstream simply put a talon on Spike's muzzle. “Let them watch, everypony's too busy having lunch and even if somepony shows up." Silverstream smirked. "I want them to see to prove all those dicks who blew me off that I can get a guy to buck me.”

Spike looked down at Silverstream's breasts. “You already had spectacular boobs but ever since you grew some Lilith's blessing...”

Silverstream jiggled her breasts back and fourth. “Once in a lifetime opportunity Spike. Get em while they're plump.”

Spike needed little further cajoling and set to work fondling Silverstream's massive boobs. She closed her eyes and reveled in the sensation of someone caressing fantastic breasts. As he did so Silverstream felt her pussy starting to wink and dribble lubricating fluids on the ground. Eventually, Silverstream reached her hands out and started caressing Spike's muscular chest. The depth and girth of Spike's muscles and how they moved as he fondled her bust only turned her on more. She gasped as Spike's firm claws made their way to her engorged nipples.

Spike continued flicking and squeezing at her nipples while she moved her hands around his abs. When her claws returned to his chest however, she quickly noted a pair of lumps on his chest that weren't there a few moments ago. She managed to snap herself out of the haze of her pleasure long enough to see Spike's perfectly toned pecs had given way to what appeared to be B cup breasts. Spike didn't seem to notice what was going on as he was too absorbed in caressing her breasts.

“Umm Spike.”

Spike stopped his fondling. “What's wrong?” Upon saying that his voice shot up a few octaves and his new breasts shot up a whole cup size.

“You're developing breasts.”

Spike laughed. “Don't be silly Silverstream that can't happen...” Spike's eyes went wide as he stopped and looked down at his chest. Spike and Silverstream watched in stunned silence as Spike's new breasts continued their unabated growth. Silverstream also noticed that while his boobs were growing his penis was shrinking. With a pop Spike's penis completed it's journey back into his body leaving him with a dragoness's cloaca. Silverstream watched Spike's side frills grow and flop down while his eyelashes grew longer. Spike's breasts and ever feminizing ass seemed to grow with no check on them. After several minutes of unnatural body transformation, Spike was left with a dragoness body similar to Silverstream's physique.

“I think it's over.” Spike sighed. “Wow... I sound like I just inhaled a lot of helium.” He hefted his new giant breasts. “So this is what they feel like on the inside hmm.” Spike blushed and started feeling his boobs up and down.

Silverstream slapped his claws away from his massive breasts with a smirk on her face. “Please Spike allow me.” Silverstream reached out and started gently rubbing his new breasts.

“Oh Celestia Silverstream. I feel so warm.”

“Oh you just feel warm... well then let's warm you up some more.” While Silverstream used one hand to continued poking and prodding at Spike's boobs she used the other one to caress his soft butt and thighs.

“Wow Silverstream. I've never felt anything like this before. What's your secret.”

“Lots of lonely nights. Are you ready for the real fun to start?”

Spike emphatically nodded prompting Silverstream to reach down to Spike's new cloaca. Once there she inserted two fingers into his wet entrance and probed around his new dragon hole. “Now I just gotta find...” a few moments later Spike stifled a moan. “There it is.” Spike breathed in and out super fast at Silverstream's caressing of his breasts and pussy.

“Oh Celestia Silverstream. I feel something coming I don't know but.” Spike let out a gentle moan as Silverstream felt his cloacal walls clamp around her fingers and release a torrent of female cum.

“There you go Spike your first female orgasm.”

“Is that what that feels like... wow, no wonder Twilight uses that vibrator every morning.” Spike smirked and seized Silverstream's head and started kissing her. As they kissed, they rubbed their boobs up against each other.

“Spike?” Silverstream and Spike stopped their sloppy make out session at the sight of Rarity standing right in front of the school entrance with a blush on her face.

Spike waved to Rarity. “Oh, hi Rarity.”

“What's going on here Spike?”

“Oh nothing. Silverstream and I decided to have some fun.” Spike turned back to Silverstream and stroked the side of her head.

“I can see that. Might I inquire as to why Spike looks like a woman?”

“Oh that's easy.” Silverstream grinned. “It's because he one.”

“Ooookaaay maybe we should go inside and get Twilight to examine you.” Rarity frowned.

“Aww come on professor Rarity. We're were having so much fun.” Silverstream frowned.

“You're free to join us Rarity, there's always room for one more.” Spike smirked.

Rarity gasped. “That's absurd first off what's going on is anything but normal. Besides even if you weren't seemingly transformed into a woman and nude; I'm a lady and I'd never lower myself to such... carnality.”

“Lighten up Rarity.” Spike waved at Rarity. “Can't you just get out of your shell just this once?"

“But I shan't, I... I...” Rarity sniffed the air and blushed. “Oh buck it!” She lit her horn up and teleported out of her clothes. With a flash Rarity appeared in front of Spike completely naked. With very little warning Rarity roped Spike into a passionate kiss making sure to feel every aspect of his back. Spike, in turn, reciprocated the kiss. As Rarity made out with Spike Silverstream noticed that Rarity's breasts were growing. She managed to peel her eyes away from the make out session long enough to see her own boobs jiggling and growing once more. Over the course of several minutes, Silverstream watched as her breasts grew ever larger and larger. Once she experienced a strain on her back from the sheer mass of her breasts, she looked back to Spike and Rarity.

“Umm guys I think something's happening.” Alas, the two of them were too engrossed in their carnal lust to even register what Silverstream said. Silverstream's legs wobbled as her breasts inched ever closer to the ground with expansion. With a sudden growth spurt Silverstream fell forward onto her breasts with a resounding oof. When the expansion ultimately drew to its conclusion, Silverstream was left with breasts roughly twice the size of her whole body. While Silverstream was flapping her wings to try and take flight, she inadvertently triggered her pearl fragment changing her to sea pony form. A few minutes after that Spike and Rarity finally finished kissing.

“Sweet Celestia darling. I never knew you could kiss like that.” Rarity blushed and looked down at her chest. “Oh my it seems like my bust got a little bit larger.”

“Yeah I could say the same thing about me.” Rarity and Spike turned to face Silverstream with wide eyes at the sight of her hyper sized breasts. “Oh... now that's a bust that'll need a custom order dress.”

“Well don't just stand there. Do something!” Silverstream flailed her tail fin about wildly.

Spike turned to Rarity and whispered something in her ear prompting her to smirk. Silverstream's eyes widened as Rarity teleported herself between Silverstream's giant breasts right in front of her face. “Professor what's going on?”

Rarity never answered Silverstream and leaned into a kiss while nestling herself deeper into Silverstream's breasts. As Rarity was kissing her Silverstream blushed as she felt a long sinuous tongue probing the depths of her sopping wet sea pony pussy. A long time passed with Rarity focusing on Silverstream's front while Spike did the backside. Silverstream moaned. "Wow, I forgot how good it felt to have sompony touch those in sea pony form."

Eventually various ponies from town passed by the school and within minutes they joined the lesbian love session taking place outside the school promoting their busts to expand. Any stallions unlucky or lucky enough to walk by were swiftly gender bent before joining in the lesbian orgy surrounding Silverstream's boobs.

Sublime Sandbar featuring Yona

Yona sat across from Sandbar in a restaurant in at the edge of Ponyville. There were two lit candles burning on the table along with two plates of food. Sandbar was eating some kind of hay casaroll and Yona was munching on what looked like a white ball.

“So Yona, how's the food.” Sandbar smirked.

“Ponies not good at Yak cooking.” Yona frowned.

Sandbar's eyes went wide. “Oh dear. I hope you don't feel like.”

“Smashing?” Yona chuckled. “Yona understand that ponies trying best. Yak just happy to frown at cook on way out. Besides.” Yona twiddled her thumbs. “Yona sign no smashing contract before ordering Yak dumplings.”

“I guess that makes sense.” Sandbar stuck his fork in the casaroll. On his way up to eat said casaroll he dropped his fork when he accidentally brushed up against his breasts.

“Sandbar ok?” Yona nibbled on her dumpling.

“I'm fine Yona, Just not used to having breasts.”

“Yak boobs never been so big before. Yona understand.”

Sandbar nodded. “Thanks Yona.” he went for yet another bite and effectively navigated his giant tits to actually take a bite. “That's a nice dress very.” Sandbar blushed. “Revealing.”

Yona frowned. “Pony not like dress?”

“What? No, I love the dress it's just. “Sandbar paused. “It's not like you dress up in something so skimpy.”

“Sometimes Yona just like wearing little clothing. Especially when so hot. Aside from giant breasts getting in way has Sandbar been having other problems with girl body?”

“Well Gallus summed up many them earlier today but I think he left out just how awkward showers are.” Sandbar rubbed the back of his head.

“How so? Yona shower every other day.”

“Most of the washing is fine but every time I get to the more.” Sandbar blushed. “Sensitive areas. I always slip a finger in, and it just feels weird.”

Yona grinned. “Sandbar not learn to be careful around pussy when washing. Sandbar got lot to learn about girls.”

Sandbar sighed. “Don't I know it... So how's the date?”

“Yona having good time.”

“I'm glad you're having fun. Do you feel like having a bit more fun? .” Sandbar raised his eyebrows and smirked.

“Wait... You want to smash with yak?” Yona tilted her head. “Are you sure? Sandbar have girl body.”

“I'm willing to try something if you're willing to.”

“Yona not really into it. Yona prefer men to women. Sandbar be back to normal soon then we smash.”

“But what if I don't ever get back to normal? What if I'm stuck like this forever.”

Yona sighed. “Yona not think of that. Is Sandbar still attracted to Yona?”

“Of course I am. Just because I change gender doesn't mean I change orientation.”

“Yona just not into girls at. Yona fantasize about men not women.”

“So you don't find me attractive?” Sandbar frowned.

“What! Yona not say that. Sandbar extremely attractive woman. Sandbar most beautiful woman ever but Yona just not attracted to female Sandbar.”

“Listen Yona. I know our professors will find a way to change us back, but I've been thinking... our relationship isn't going well.”

“What!” Yona pounded the table. “How can Sandbar say that? Just because Sandbar girl doesn't mean relationship ruined forever.”

“But it's not just the fact I'm a girl now. I see it in your eyes every time we have sex. You're just not enjoying yourself like you used to. I arranged this whole date hoping you'd have a better time smashing me. But I forgot you're not into girls. I'm sorry Yona. You deserve better than me. Maybe we should see other ponies.”

Yona started sobbing. “But Yona don't want to see other ponies .Yona wanna see Sandbar. Is Sandbar unhappy with smashing?”

“Yona. You deserve better than me. You deserve a stallion that can show you a good time in the bedroom and worst-case scenario you deserve a stallion at all. I just can't be good enough for you no matter how hard I try.” Sandbar's eyes went wide as he watched Yona slap him in the face. “What the buck Yona... you hit me.” he rubbed his cheek.

“Because Yona can't stand to hear Sandbar tear himself down like that. Sandbar worthy friend. Sandbar best coltfirend ever. Yona even wear skimpy dress, so Sandbar will be happy. You are worthy Sandbar and don't let anypony tell you otherwise.”

“But the sex is getting stale and I've got tits.” Sandbar motioned to his knockers.

“Yona don't care about sex or body parts. Yona love Sandbar for who he is inside. Even if Sandbar decides to stay woman forever, Yona try and make relationship work.”

Sandbar's eyes lit up “You mean that?”

Yona nodded. “Yona mean that. Yona might not be into girls but Yona willing to try.”

Sandbar grinned. “Sounds good to me.”

Sandbar meeped as Yona snatched him up by his collar and pulled him in closer. “Sandbar misunderstand.” Yona smirked deviously. “Yona want to try right now.”

“Not like you to be so forward but I'm game.” Sandbar blushed. With the check for the food paid for Yona and Sandbar bolted out of the restaurant. Once outside Sandbar meeped in surprise as Yona snatched Sandbar up and carried him through Ponyville. Eventually, they reached a fairly isolated spot behind some bushes and trees. Once there, Yona set Sandbar down and quickly lassoed him into a passionate kiss. Sandbar blushed as he felt Yona's tits press up against his own. Several minutes later Sandbar broke the kiss and stared into Yona's eyes. “You've got one hell of an outfit Yona but I wanna see my girl like she should be.”

“Mmmm Yona agree.” With a huge shit eating grin Yona ripped off her garments leaving the yak completely nude. “Now Sandbar's turn Yona want to see Sandbar's body.”

Sandbar chuckled. “With pleasure.” Matching Yona's earlier expression Sandbar went to work shedding his clothes. He was pretty clinical about it but Yona just drooled as she watched her 'boyfriend' strip. “So, do you like it?" He waved his tits back and forth.

“Yona jealous, Sandbar have bigger boobs than Yona.” Yona frowned.

“True.” Sandbar giggled. “But you've got the better figure.” He paused. “So umm.” The green pony rubbed the back of his head. “What do we do first?”

Yona closed her eyes and grinned. “Yona have no idea.”

“Hmm. Figured you'd know something, you're the one with experience here.” Sandbar awkwardly looked to the ground.

“Sandbar have point. Maybe Yona masturbate but with Sandbar body?”

Sandbar shrugged. “Eh I've got nothing better.”

Yona grinned as she slipped behind Sandbar and placed one of her hands on his left breast. Sandbar moaned as Yona started caressing and squeezing his breast while her other hand freely explored his thighs. “Oh Yona, That feels amazing.”

“Yona just warming Sandbar up. Sandbar feel nothing yet.” Sandbar moaned as Yona continued her exploration of his body and boobs. He blushed as he felt his nipples start to stiffen and his new pussy leak lubricating fluid. He nearly shrieked out in pleasure as he felt Yona graze his fully erect nipple.

“Sandbar ready for real fun to start?” Sandbar nodded as Yona slid two of her fingers into his winking pussy.

“Oh Yona! Yes!” Sandbar shrieked out as she started furiously pumping her fingers in and out of his pussy. While Yona jerked off Sandbar, she made sure to pinch and caress his nipples. Sandbar moaned again when she felt Yona nip at her neck. “Oh Yona! I feel some...” Sandbar couldn't complete the sentence as he felt a climax radiate from his pussy outward through his body. With Sandbar's climax completed Yona let Sandbar go who slouched wordlessly to the ground. “Sweet bucking Celestia, that felt great.”

“Is pony thirsty?” Yona winked.

“You bet Yona.”

“Get on back.” Yona pointed to the ground. Sandbar almost immediately heeded Yona's instructions. Within moments Sandbar's vision went black as he felt his face quickly smothered by Yona's gigantic ass. He felt Yona maneuver around for a moment until he tasted the familiar taste of Yona's own vaginal fluids. “Pony get drinking. Yona need release.” Sandbar muffled a response as he reached his tongue up into Yona's pussy and furiously started licking up as much juicy Yak jizz as he could. “Sandbar. Oh yes! Right there.” Sandbar heard Yona shout as he lapped at Yona's pussy. He reached out his hands during the delightful cunnilingus and started massaging Yona's soft woolly thighs. Yona's cries of ecstasy became more and more unintelligible as Sandbar's continued eating her out. Sandbar blushed as he suddenly a pair of hands on his boobs.

“Oh Yona.” Sandbar muffled as Yona continued her sloppy but pleasurable groping of his enormous tits. The erotic experience proved too much for Sandbar as he felt his pussy climax again and spray his thighs in cum. A few moments later, Sandbar's mouth was flooded with Yona's cum from her own climax. With Yona's climax reaching it's peak the Yona got off of Sandbar and helped him off the ground.

“Seems Sandbar get magic touch back with Yona. Yak not cum like that in long time.”

Sandbar grinned. “I don't know about you, but I still got a lot of stamina left in me. Wanna try something else?”

“Good idea Sandbar.” Yona grinned. “Yona know what to do next. Yona saw older sister make love to girl next door once.”

“Sounds hot. So what now?”

“Get on ground, but this time get on side.” Sandbar followed Yona's instructions who did the same. “Get closer. Touch Yona vagina with yours.” Sandbar and Yona scooched closer to each other until their pussies where touching. The sensation of Yona's pussy touching his own was more than enough to get him wet again. “Now rub Yona's pussy with yours and Yona do same for Sandbar.” Sandbar did as Yona instructed and started rubbing his pussy along Yona's pussy. He blushed as he experienced pleasure emanate from his vagina as Yona reciprocated. The two of them continued rubbing for a few minutes before Yona changed up her technique; electing to scissor her legs into Sandbar's vagina. Ever the good mimic, Sandbar soon replicated Yona sending both of them to even greater heights of arousal and desire. The both of them sat there scissoring each other for a few minutes before both of them came again.

However that didn't stop the two of them from continuing to scissor each other. In fact their mutual orgasm only encouraged them to continue. Both of them screamed each others names as they continued rubbing their pussies together and cumming near constantly. Eventually, Sandbar stopped and let his thighs drop onto Yona's belly.

“I... can't... keep... going.” Sandbar panted between words.

Yona smiled and got up off the ground and helped Sandbar up once again.

“Sandbar do good. Maybe lesbian experiment what relationship needed most.” Yona kissed Sandbar who reciprocated said kiss.

“Yeah.” They paused for a few minutes before Sandbar spoke once more. “Umm Yona... do your breasts feel...”

Yona's eyes went wide. “Yes.” both of them wordlessly looked down at their busts. The expanding sensation from long before had hit the both of them and both of their boobs were once again jiggling in expansion.

“So that what expansion look like from outside.” Yona pointed to Sandbar oscillating boobs.

“Yeah...” Sandbar blushed. “Listen I don't know about you but. I'm feeling all frisky again watching this.”

Yona didn't respond she only grabbed Sandbar and kissed him again. Sandbar kissed back making sure to thrust his expanding bust into Yona's boobs as much as possible. Eventually kissing became completely impossible once their boobs reached a size so large they couldn't get close to each other.

“Yona wonder how much breasts expand this time?”

“Don't know. But your boobs are still looking as soft as ever.” Sandbar reached forward and fondled Yona's expanding boobs. Yona smirked and started doing the same to Sandbar. They both fell forward onto their breasts once they expanded to a size too massive to support with their legs. Despite the fact that it was getting more difficult to reach out and fondle each other's boobs they continued doing so. Fortunately for the both of them they landed on their breasts in such a way that they expanded into each other rather than away from each other. Several minutes later the expansion ended with both of their tits larger than their entire bodies.

“Yona think expansion stop.”

“I think you're right. Sweet Celestia you're huge.”

“So is Sandbar.”

“You got that right.” Both of them blushed and turned to the source of the voice. Staring wide eyed at the pair of them were none other than the cutie mark crusaders watching the both of them make love to each other. Scootaloo, in particular, had her hand down in her panties as she beheld the sight of them towering above the bushes.

The crusaders had truly grown up into attractive women. Applebloom had the largest boobs of the bunch followed by Scootaloo. Finally, Sweetie bell had been cursed with a fairly flat chest, but she made up for it in well defined thighs.

“Cutie mark crusaders are sure grown up now.” Yona smirked.

“How long have you been there?” Sandbar frowned.

“Right around where you two started shouting each other's names so loud half of Equestria could hear it.” Scootaloo narrowed her eyes.

“Ah never thought I'd see boobs so big. Especially on Sandbar.” Applebloom stared wide eyed.

“I don't know about you girls.” Sweetie bell grinned. “But seeing them all horned up has been giving me ideas.”

“Umm Sweetie belle. Ah don't like the way yer lookin at Scots and me.”

“Give it a rest Applebloom.” Scootaloo put her hands on her hips “I could stand for a bit” Scootaloo was quickly cut off by Sweetie bell planting a kiss on her cheek. Very few words needed to be exchanged as the both of them started kissing each other.

“Guys What the buck are yall doin?” Applebloom shouted watching Scootaloo and Sweetie bell make out.

“Give it a rest Bloom we're old enough to do whatever we want.” Scootaloo returned to kissing Sweetie bell. Before long Applebloom couldn't help but extend a hand down into her panties and touch herself at the sight of Scootaloo and Sweetie bell making out. As Scootaloo and Sweetie bell made out Yona and Sandbar watched two lumps start forming in Sweetie belle's chest. All of the crusaders were too caught up in their sexual fantasies to even notice their breasts, and asses were expanding. By the time Scootaloo and Sweetie bell stopped kissing all three of the crusaders had grown to the similar proportions as Yona and Sandbar were at earlier.

“Wow Scoots never knew what a good kisser you were.” Sweetie bell smirked.

“Oh my gosh Sweetie bell your breasts.” Scootaloo stared wide eyed.

“What about my” Sweetie bell trailed off as she took in her new gigantic bust. “Sweet Celestia I have actual tits now.” Sweetie bell squealed and bounced up and down. "They're so jiggly."

Scootaloo clutched Sweetie bell's breasts. “Welcome to the tit club girl. Allow me to show you how much fun it can be.”

Applebloom slapped one of Scootaloo's hands off of Sweetie bell's boobs. “Ain't yall gonna share some of that with me?”

Sandbar and Yona were left speechless as the crusaders continued sweet talking each other before promptly ripping off each others tattered clothes. Before long all three of them were engaged in fondling each other's breasts. Sandbar blushed as he looked back to Yona who had started touching his bust again. Sandbar smirked and returned to touching Yona's boobs as well. As the day wore on more and more ponies came to the lesbian orgy in the bushes. Any guys who turned up as expected promptly joined the other team. At least half of Ponyville was inevitably drawn to the orgy leaving the entire area hot and wet from feminine cum.

Yona's Dress Yields

“Darling I'm so pleased you agreed to assist me today.” Rarity grinned as she levitated her measuring tape over to Yona as she stood on a white pedestal in Rarity's classroom.

“Yona always happy to help Professor Rarity try on clothes.”

“I'm delighted to hear that.” Rarity brought a hand to her chin. “Are you completely sure that you have nothing else to do today? I swear I remember Rainbow dash saying there was cheer leading practice today?”

Yona grinned. “Yona sure that there not cheer leading practice today. Either way Yona feel that trying out Professor Rarity's new clothing more important.”

“OK then.” Rarity took a deep breath. “Let's make sure I remember your proportions dear.” Rarity levitated her measuring tape and extended it from Yona's head on down. “OK six foot five.” She then slung the tape around her midsection followed by the farthest point her boobs stretched out. “and you're still an E cup.” Rarity grinned. “Although I must say that on your frame that E cup looks exquisite.” Yona blushed and grinned as Rarity measured her ass. “Mhm you're exactly the same size you always are... give or take an inch or two. Ok then let me get the first ensemble.” She turned around and headed towards a wooden chest in the back of the classroom. While Rarity was busy, sorting through the outfits Yona clutched at her breasts as the weird sensation from earlier gripped her chest. Rarity turned back around and tilted her head. “Is something the matter dear?”

“It nothing professor. Silverstream grew flower for her magic report and it sprayed Yona and friends with pollen. Yona been having allergic reaction to flower all day.”

“Oh”, Rarity chuckled. “Reminds me of the time Twilight brought in a magic fern to examine.”

Yona cocked an eyebrow. “What happen?”

Rarity giggled. “Let's just say I learned a lot about coordinating green fur with my dresses that day. Now then here's your first dress.” Rarity handed Yona a long flowing white dress with gold trim on it. Yona grinned as she snatched the dress out of Rarity's hands. She slipped off the brown dress she was wearing and put the white dress on.

“Yona like dress.” She twirled around with a grin.

“You look fabulous darling. I based that design on Silverstream's wardrobe. She always has such nice formal togas.”

“Did professor Rarity base dress on Yak outfits?

Rarity grinned. “Of course.” She turned around and sorted through her box again. As she was doing so however, Yona felt her chest starting to strain against the dress. Rarity pulled out a brown top adorned with several teal patterns around the selves and a pair of brown pants with a similar pattern. “How's this look darling?”

Yona clapped. “Yona like. Can I try it on?”

“It goes without saying.” Rarity handed Yona the dress and went back to sorting through the clothes in the box. Yona slid the white dress off and put the top on. The top strained extremely hard against her chest, but she managed to slip it on regardless. Next she went for the pants. Once she slid the pants up to her butt she found that the pants just didn't fit. Yona yanked and pulled at the pants in the vain hope that it would somehow pass the insurmountable barrier of her ass. Unfortunately, all her efforts amounted to nothing.

“Umm Professor Rarity. Yona having trouble with pants.”

“That's odd.” Rarity looked up from her rummaging. “I could swear I made those to your exact proportions.”

“It not just pants. Top feels tight too.”

Rarity hmmed as she brought a hand to her chin. She got her measuring tape out and measured Yona again. “I must be off my game today. You're a little... fuller than I remember.”

“Does that mean Yona fat?” Yona frowned.

Rarity just chuckled. “Nonsense darling. It simply means I need to remeasure.”

Yona sighed. “Yona hoping that outfit would fit. Yona like outfit.”

Rarity grinned. “Not to worry darling, I'm a professional. Now that I've got your proper measurements, it'll be a quick fix.”

Yona smiled and slid the ill fitting clothes back off before putting her original outfit back on. However Yona felt continued tightness in her chest despite being back in her regular outfit. Rarity meanwhile went over to her sewing machine and started to snip and cut at the pants and top she made. “So Yona have you been doing any good smashing lately?”

Yona sighed. “The smashing hasn't been going too well lately.”

“Aww I'm sorry to hear that darling. Wanna talk about it?”

“Ok.” Yona nodded.

“So what seems to be the problem?”

“So, Yona has been smashing with Sandbar for a long time. We smash a lot together.”

“I'm glad you can include your friends in your smashing.” Rarity grinned.

“How could I not? Smashing lots of fun especially with Sandbar but for past few weeks smashing has been dull and boring. I know Sandbar trying but no matter what Yona not enjoy smashing with Sandbar lately.”

“Well maybe you can include other students in your smashing sessions.”

Yona shook her head. “Yona not sure that work. Gallus watch us smash once, but it just ruined smashing mood.”

“What about Smolder? I know she loves smashing stuff.”

“Smolder too insecure to smash with us. She also have weird cloaca instead of proper vagina.”

Rarity stopped sewing as her eyes went wide. “Oh...” She chuckled nervously. “I apologize I misunderstood. I thought you were being... how you say... more literal.”

“So Rarity not wanna talk about smash anymore?”

Rarity chuckled. “I don't mind Yona. I'm always eager to help in the pursuit of love.”

“So.” Yona sighed. “What can Yona do to get Sandbar good at smashing?"

“I'd say a good way to start would be a new outfit. Stallions love it when they see their marefriends in a new dress.”

Yona nodded. “Yona agree. New outfit will surely arouse Sandbar enough to smash better.” The moment Yona said that however, a harsh ripping noise filled the room. She looked down just in time to see a huge tear forming in her top. Both Rarity and Yona stared dumbfounded as the tear grew until with a final rip Yona's boobs popped right out of her ruined dress.

“What going on? That dress fit Yona ever since mother pass dress onto her.” A tear formed in Yona's eyes.

Rarity quickly walked over to Yona and put a hand on her shoulder. “It's ok darling; I'll fix it up for you.” Rarity squealed, however, when she saw Yona's boobs oscillate and expand a bit. “Oh my stars!Yona your breasts.”

“What about Yona's breasts?” Yona tilted her head.

In a panic, Rarity levitated her measuring tape over and measured Yona's bust again. “Yona... your breasts are getting larger.”

Yona's eyes went wide. “larger? What do you mean larger?”

“Ever since I measured you earlier your cup size has jumped by two cups.”

“That silly, breasts don't just grow. See.” Yona stared intensely at her boobs for a few minutes until they oscillated again and gained a bit more size. “What going on! Why Yona boobs growing?!”

“I don't know darling.” Rarity wiped some sweat from her brow. “Wait, you said earlier the flower Silverstream grew was giving you an allergic reaction?” Yona nodded. “Well seems pretty clear then. Are your boobs still feeling weird?”

She nodded again. “What can Yona do?”

Rarity sighed. “Well you can go to the nurse's office.”

Yona looked down with a blush. “But Yona would have to go out in hallway naked. Yona doesn't want that.”

“Not to worry.” She grinned. “We'll simply wait out the expansion here and when it's all done I'll make you a new outfit.”

Yona smiled. “Yona like that.” She paused. “Yona's panties also feeling tight. I think Yona's behind expanding too.” Carefully Yona slid her dress ruined dress off revealing that her bra and panties were both indeed sinking deep into her woolly flesh. Several minutes of expansion latter Yona felt the clasp of her bra pop off leaving her boobs bouncing around as they continued their growth.

“You might wanna take those off before they get ruined.” Reluctantly Yona slid her bra and panties off as Rarity instructed. Yona blushed at her nudity as the abnormal sensation from the flower and Yona's expanding body continued. Several minutes later Yona felt the sensation die down as her breasts thighs and ass stopped expanding. “Yona think expansion over.” she looked down at her massive boobs. Where once her breasts seemed pretty proportional to the rest of her body they now dominated her entire upper half. Her ass and thighs meanwhile had grown so much she had gained a pear shaped body.

Rarity stared at Yona's body for several minutes before nodding. “I think so too.” Rarity got out her measuring tape again and started measuring Yona again.

“Does professor think Yona look weird?” Yona frowned.

Rarity finished measuring her bust. “Nonsense darling. You still look gorgeous. Now just wait there a bit while Rarity whips up an outfit that will make you look glamorous.”