A Tineey Little Sleepover

by darf

Rating: mature
Tags: Silver Spoon, Porn, Sex, Fetish, Profanity, Diamond Tiara, Original Character, My Little Pony: Friendship is Magic
Length: 11497

Tineey the albino changeling and Cupcake Sweets, the sassy bratty foal, are invited to a sleepover at Diamond Tiara's house. Silver Spoon will be there too. But Tineey has to dress as a filly just to attend... with sexy results?

'Tineey' is a special changeling with an ironic nickname. His best friend, Cupcake Sweets, is a sassy foal with certain 'assets' much too big for her age. Together, the two of them somehow wind up invited to a sleepover at Diamond Tiara's. The only stipulation? Tineey has to wear a dress to attend... No co-ed sleepovers at this foal's age!

Surely, nothing unexpected and sexy could happen?

Content Warning: Foalcon, crotch-teats, changeling breeding archology, cross-dressing, m/f/f/f, exaggerated size/proportions, lots of cum

A commission for Twink Bug.

Cover art by Anonymous.

Edited by Deus Foalt.

If you enjoy our work, you can support us on Patreon, or contact us anywhere we're at for a commission. We're busy right now, but happy to accept a few more projects with patient commissioners. <3

Published 2020-09-27 19:00:02 UTC
Last updated 2020-09-27 19:00:02 UTC

The Invitation(s)

The next day in class, both Tineey and Cupcake Sweets arrived to find a cute purple-and-pink envelope waiting on their desks. Cupcake opened hers first, ripping the envelope apart almost immediately and smiling as she yanked the thin paper invitation out. Tineey was less enthusiastic, but still in a good enough mood to mimic his friend's enthusiasm.

"Who do you think it's from?" Cupcake asked. She'd scanned the invitation and immediately started hunting for clues.

"Well, it says 'From Diamond Tiara' on the front," Tineey said. "That might be a clue."

Cupcake Sweets scrunched up her face like one of those adorable ponies on T.V. in the scrunch-face commercials.

"Why would Diamond Tiara wanna invite us for a sleep-over?"

Tineey shrugged.

"Beats me. Maybe she wants to make friends?"

Cupcake Sweets raised an eyebrow.

"Now? She's always been mean to us before."

Tineey shrugged again.

"Never too late for a change of heart. Wasn't there a song about it that one time?"

Cupcake Sweets shrugged too.

"I dunno. Maybe. I think I was masturbating at home that day."

"You mean Wednesday?"

"Last Wednesday."

"Every Wednesday?"

"Whatever."

Tineey studied the envelope and invitation curiously. He held the extremely thin paper next to his nose, sniffed it, and was rewarded instantly with an overpowering dose of mingled perfume scents and the strange, insistently lingering aroma of rose-and-honey bath-beads. Tineey found himself wondering if he'd have been able to identify the invitation by smell alone, absent the giant letterhead on the front of the envelope. And, yes, Diamond Tiara had never been particularly nice to the pair of them... but maybe the best time for amending fences was always the present?

As though she could hear the volume of her name being thought about, Diamond Tiara sidled her way over to Tineey and Cupcake Sweets' desks. She waited only a few seconds for them to notice her, the way she did whenever she entered a room or walked up next to a conversation. When neither the big-titted filly nor the albino changeling seemed to notice her, Dimaond Tiara cleared her throat loudly. Then cleared it again. Then said 'Hmph!' loudly, and in the direction of the two friends.

Finally, when it seemed the morning might stretch out infinitely without either piece of the pair broaching the subject of the invites, Diamond Tiara shook her head, tossing her mane from side to side, sighed loudly, and stared pointedly in Tineey and Cupcake's direction.

"So?" she asked, tilting her head back haughtily.

"Huh?" Tineey had been sucked into the aroma of the invitation again, he thought there was just the slighest hint of sex-sweat buried beneath the multiplicitous fragrances. Not that he wasn't interested, albeit slightly terrified, at the prospect of spending the night at somepony else's house, as a friend no less... and yet, somehow, with Diamond Tiara, it was obvious there must be a catch buried underneath the welcome matt. Cupcake must have sensed it too, because she didn't answer Diamond Tiara directly besides giving her a curious, cursory stare.

"The slumber party," Diamond Tiara said flatly, staring pointedly at the invitation on Cupcake's desk. "It's not every day somepony of my stature sends an invite to such a prestigious sleepover..." Diamond Tiara smirked and leaned on Tineey's desk, resting her foreleg next to the invitation and leaning towards the poor, nervous changeling.

"Oh," she said, as though noticing something suddenly, and pulled herself away from the desk, her smirk abating to a gentle, uncertain smile. "But, my parents did say no colts are allowed... I guess that's not a problem though. You're a changeling, right?" Diamond's smile had crept from insidious to devilish, and the dark fire burning in her eyes made Tineey's throat swell uneasily for a reason he couldn't pinpoint.

"Yeah," Tineey said quietly, "but I—"

"Just make sure you're both wearing a night-gown and there shouldn't be any problems," Diamond interrupted. "And, of course, since it's my house, there is a dress-code... frills, lace, that kind of thing. Just don't show up under-dressed."

Diamond Tiara handed both Cupcake and Tineey a small, printed pamphlet, on which were illustrated several outlines of pony-fashioned night-gowns, with relevant sections highlighted for comparison and notated for stylistic similarities. The gown at the top of the page was a form-hugging, incredibly evocative piece, made of mesh and thin black strands of lace, more like something you might see in the centerfold spread of a Playpony magazine than what an underage filly should be wearing to bed. Though, again, Diamond Tiara wasthe wealthiest pony in school, and maybe there were just certain differences between 'high' and 'low' class means of dress...

"We're gonna watch movies and eat popcorn and stay up all night gossiping about the other ponies in our class." Silver Spoon had appeared suddenly from out of nowhere, taken her place next to Diamond, and slid instantly into describing the evening's activities. "Doesn't that sound fun?"

Tineey felt like he was being baited into an obvious answer. But no matter how long he stared, Diamond and Silver Spoon were all smiles, and the pervasive perfume aroma wafting from the evening's invitations was enough to quell any other feelings of uneasiness Tineey had in the back of his mind. It was, after all, just a sleepover.

What could possibly go wrong?

PLAN™

"Are you sure you understand the plan?"

"Of course I do! It's not that hard to understand."

"Good. That just leaves her. Do you understand the plan?"

"Yes, Miss. I'll do my best to sneak the powder to your parents without being detected."

"If by 'do your best' you mean 'do it properly without getting caught, just the way I said', then that's what I wanted to hear."

"Yes, Miss."

Diamond Tiara and Silver Spoon had gathered in Diamond Tiara's playroom a few hours before the sleepover to make last-minute organizations and finish their planning. What little planning there was, anyway, mostly consisted of two parts: blackmailing Diamond Tiara's maid (a simple, brown-coated earth-pony wearing typical maid attire) to dose Diamond's parents with sleeping powder, and teasing-slash-harassing Tiney aka Twinkle all night until his willpower could no longer hold out and his true form burst into view. Dosing Diamond's parents was a safety precaution to keep them out of the equation—the whole matter of the night-gowns was, of course, a hoax. That just made the teasing part more fun.

Now that every last thing had been dealt with, Diamond Tiara could let out a sigh of relief and rest easy until her guests arrived.

Which, by the sound of the loud, echoey doorbell, they just had.

"Get the door after you're done bringing my parents their... tea. And bring my guests upstairs. Try not to stare too much."

The maid blushed and looked down shamefully, doing her best to keep her eyes averted from her mistresses.

"Yes, Miss."

Diamond Tiara crossed her forelegs and huffed.

"Well? What are you waiting for? Get going!"

The maid nodded, still blushing all over, and made her way out of the playroom, shutting the door quietly behind her.

With their privacy assured, Diamond Tiara and Silver Spoon shared a delightfully devilish laugh.

"This is going to be so fun," Diamond said, snickering.

"You said it," Silver Spoon added. "Are you sure this changeling kid is really that hot?"

"Once we get him to lose his disguise, sure." Diamond fell backwards and landed on one of the many bean-bag chairs tossed around the room, this one a dark, royal purple. She kicked her legs in the air and let out a long, contented-sounding sigh. "He's got a wang almost as big as I am, and big, fat nuts you could suck on for hours. Real juicy, like." Diamond Tiara giggled and licked her lips playfully.

Silver Spoon's eyes glazed over slightly as she stared into space, her mind's eye evidently full of imaginings about the true size and shape of the albino changeling new to their class. A shiver ran down her back, and she let out a little moan as the feeling of tingles shot straight to her little filly slit.

"Ooh," she said. "That sounds amazing."

"Yep." Diamond Tiara sat up a bit and put a hoof to her chin. "There's also his friend. She's kinda whatever, but her tits are super big, huh?"

Silver Spoon nodded. "Uh-huh. They're the biggest I've ever seen. Even bigger than my mom's."

"And my moms," Diamond Tiara said with a nod.

The two of them could have gone on gossipping forever—but from the sound of things, Diamond's maid had finished with the 'tea', and was finally opening the door to let their guests in. In a minute or two, Diamond and Silver would have free reign of the luxurious family mansion, an entire night with no parental supervision to do whatever they wanted to tease out the big, fat cock hiding underneath Tineey's true shape.

As was practice, they shared one last knowing look and nod.

"Ready?" Diamond asked.

"Ready," Silver said.

The door to the playroom creaked ever-so-slightly as it parted, and Diamond's maid let Cupcake Sweets and Tineey inside. As she had been instructed, the maid shut the door behind them and locked it, summoning an intense willpower in herself to keep from staying behind and ogling her mistress's company. Only Diamond and Silver knew her secret, the reason she'd gotten the job in the first place, and they loved to tease her with flashes of their underage bodies and tantalizing suggestions about things they might do with her if she was good.

But now it was just the diabolical duo and their two targets. The night was about to unfold.

Proper Attire

Everypony was in their night-gown. The dress-code was perfect.

Of course, there were little differences between them, since every filly couldn't simply buy the same thing as the other when they went to the store. The fashions young fillies were getting to these days were practically scandalous by yesterday's standards. Though there was, of course, the odd peculiarity of covering normally nude horses anyway.

Diamond Tiara, the most elegant of the group, or at least the most determined to spend her daddy's money to show she was elegant, had on a fishnet/lace combo of mixed blacks and reds. It had a skirt like frilly bit that bloomed out around her backside and highlighted her petite pink rump and the slightly larger size of her pony-teats when compared to her best friend's. Diamond Tiara could never resist an opportunity to show off, after all.

Silver Spoon, on the other hoof, had opted for a similar motif in fishnet, but a fit that clung much more tightly to her form than Diamond's did to her, and a commitment to the plain black, absent any colour to keep from clashing against her soft, silver coat. Her boobs fit snuggly under another patch of fish-net, with her nipples just poking out from inbetween one of the tiny holes, but her underage slit was the item on full display, the only section of her night-gown 'missing' to show off how wet she already was before the evening had even started.

Tineey's night-gown was something he and Cupcake Sweets had put together, together at the last minute, and despite the pair's previous overall inexperience with fashion, Cupcake was pretty proud of the simplicity of the design, if she did say so herself. It fit Tineey like a glove, at least when he was in his 'apparently filly form', and had little highlights in sparkly white and gold to match Tineey's albino complexion. Finally, a little pink bow atop Tineey's head completed the feminine flair, enough that somepony would surely mistake him for a demure, diminiutive filly from a short distance. Of course, Diamond's parents, the only ponies likely to be interested in that distinction, were already by now out cold, and not likely to be conscious to pose inquiries until the next morning.

Plenty of time for Tineey to be teased, in other words.

Cupcake Sweets hadn't shied away from the opportunity to flaunt her rare penchant for fashion, and so her night-gown was the most colourful of the bunch, a veritable technicolour cotton candy swirl of pinks and greens and purples and all other sorts of shades, blurring somewhere past the visible spectrum as they wrapped around her eye-catching underage curves, showing off especially her big, bulging teats, which hung out of her gown like two show-winning puppies put out on display. Cupcake had caught herself staring at... well... herself, already a few times, and would likely do it again before the night was over.

"Welcome, you two," Diamond Tiara said. She stood in her best impression of a regal pose in the middle of the play-room, smirking knowingly at her guests. The plan, as it followed, wasn't much of a plan of sorts: more of a 'point A, point B', kind of conjecture. Diamond and Silver both knew Tineey's secret, and they knew they were determined to coax it out of him as quickly and with as much sultry flare as possible. After the second time Diamond had described the sheer size of the albino changeling's member to her best friend, Silver Spoon had begun drooling, and went home quickly afterwards to practice with her throat and an old wine bottle from her father's cupboard.

Tineey and Cupcake Sweets could both feel a slight nervous energy in the air, but they handled it very differently.

While Tineey practically curled into himself, tucking his legs together in a pantomime of hiding his prick from view, when in fact it was already well hidden with his disguise. Cupcake, on the other hoof, barged over to the two socialite fillies and wrapped a hoof around each of them, beaming like a business pony who'd just sealed a deal to supply the pony pornography needs of every 'brony' in existence. Whatever they were.

"'Hay' yourselves, you two!" Cupcake said. She giggled and ruffled Diamond and Silver's manes with a hoof on either side. The glares they gave her did little to diminish the enthusiasm of her rubbing.

"I said 'welcome,'" Diamond Tiara corrected with a sigh.

"Yeah, right, whale cum, horse cum, it's all great. Is that what we're gonna do all night: talk about cum?"

Very rarely, on occasions when she'd had too much sugar, Silver Spoon could be exactly like this: a haywire, diet soda version of Pinkie Pie. After her head almost exploding from sheer annoyance the first few times she'd encountered it, Diamond Tiara had learned to let the absurdity of her friend's behaviour wash over her like an ocean wave. Despite the salty taste it left in her mouth afterwards, she could survive without issue every time now, and the analogy remained intact and devilishly layed, like an intricate bean dip.

So Diamond Tiara said nothing. She sighed again, but her frown shifted gradually to a smile, as it often did when her machinations were creeping into place without any real effort on her part. The maid had done her job, and was due to be teased with a flash of filly flank later, when all the party had settled down. It was the party, after all, that was Diamond Tiara's focus. That, and Tineey, who was currently doing a very good job of hiding what Diamond Tiara might as well have referred to as his 'special talent' from now on.

And what best way to get him to reveal it, all shy and sexy in his miniature night-gown? Would it rip apart to shreds when his full size was revealed, or stretch and expand with him, until it was clinging tightly to his skin just the same, but this time with a hulking monster of a cock bulging out from underneath?

"Actually," Silver Spoon said, "we were gonna watch a movie. Infinity Horse. Sound fun?"

Cupcake Sweets nodded fervently. Movies meant popcorn. And sitting down for a while. And blowjobs in movie theaters. Maybe a slumber party could have a version of all of those.

"Yeah!" Cupcake said. She looked to Tineey, smiling, seemingly settling their pre-arrival debate of whether or not the formerly diabolical duo was to be trusted. "A movie sounds awesome. Can't be anything sneaky about that. Right Tineey?"

Despite the fact that he was only one of four ponies, all wearing a night-gown designed to show off their various bits and pieces, Tineey couldn't shake the feeling that he was on display. Even with his monster meat hidden, the sense of balancing your entire body, holding up a delicate egg only with the force of your breath... Tineey couldn't decide if he liked the way it made him feel or not. Tense. Pent-up. Hot.

"Oh," he said. "Right."

"Come on," Diamond Tiara said, gesturing with her foreleg to the big purple-and-pink couch sitting in front of an enormous, wall-sized television screen. "It's a bit small, but there should be room for all four of us if we squeeze in." She gave Tineey a knowing look and smirked, her tongue sticking out between her teeth. "No problem. Right, Twinkle—I mean, Tineey?"

It felt like the air had wiggled just then. He was sure he'd heard his name. No... that name.

But maybe it was just a left-over whisper from yesterday.

"Right," he said, even though he wasn't sure what he was agreeing to.

Moving like an autonomous unit, mostly at Diamond Tiara's direction, the blob-like collective of four foals in various states of sultry night-wear gravitated towards the couch. It was, as mentioned before, not quite suited for the size of four occupants—and Diamond Tiara and Silver Spoon seemed determined to form either end of the smooshy sandwich, with Tineey in the middle, and Cupcake off to one side, like a pickle or radish garnish. Cupcake wasn't particularly put out by the exclusion, since her boobs were still big enough to brush up against her neighbour's: Diamond, in this case.

"This is a great movie," Diamond Tiara said, flicking the screen to life with a press of the remote, bringing the screen instantly to the opening wash of a film. "Just sit back and enjoy."

Tineey did his best to do as directed. It felt especially odd, being suddenly so familiar with two ponies from school who'd barely bothered to say 'hi' on an average day. Now here he was, stuck between the two of them, and feeling even more nervous than usual about keeping his true form under wraps. Whatever the movie was, hopefully it would turn out to be a sufficient and suitable distraction.

The outline of two ponies in the dark, climbing over each other to the sound of panting and muffled moans, however, did not bode well for Tineey in this respect.

"Oops," Diamond Tiara said flatly, barely even bothering to pretend to sound genuine. "I guess I put on the wrong movie. This looks like one from my dad's collection."

Diamond and Silver shared a giggle. Tineey and Cupcake were both fixed forward on the screen, with Cupcake's mouth hanging open just a little as the two ponies and their make-outs came further into focus. Idly, as though she wasn't even aware of it, Cupcake started to squeeze her legs gently together, applying pressure to her little cunny and her bulging teats as well. Between the sandwich of the diabolical duo, Tineey did his best to try not to notice his friend, but failed miserably, torn between the screen and the real-life whimpers mounting in volume beside him.

"Your dad has the best taste in movies," Silver Spoon chimed in. She was sitting on the couch in such a way as to spread her legs out blatantly, showing off the way her night-gown was perfectly fashioned to expose her glistening, underage slit. She put one hoof just above her tiny, pink lips, and rocked herself back and forth slightly, causing Tineey's eyes to lock firmly in place, another destination from them to get lost in looking.

So it was like that. The four of them, squished together on the couch, the on-screen couple rapidly devolving from PG-13 antics into sexual shenanigans best described in detail in the back-room of a video rental store. It was, for all intents and purposes, an atmosphere impossible to be immune to, when it came to the slight fragrance of underage sex in the air, the night-gown pressing into Tineey's skin and making him feel even more like a package that was destined to explode. Each time either Silver or Diamond pressed their flank against his, Tineey felt the lightning shiver of an attempted change tingle down his spine, did his best to suppress it with a noise like swallowing a lump in his throat. Even though it was hidden, Tineey could tell his cock was hard, achingly so, and that the second his diguise let slip, there'd be no more hiding the gigantic piece of meat between his legs for the rest of the night. Tineey wondered if this was what cookie-dough stuffed into a tube might have felt like.

"Ooh, look," Diamond Tiara said, pointing to the screen with one hoof. "She's taking his whole cock down her throat. Do you think you could do that, Cupcake?"

Cupcake's eyes shot wide open, the sudden jolt of her name drawing her out of the on-screen revelry. She took another moment to squeeze out a few last desperate presses of her hind-legs, then did her best to imagine an answer to Diamond's question that didn't put herself too high on a pedestal. Because she knew she could do that, and then some.

"Maybe," she eventually said, turning slightly on the couch and noticing for the first time exactly how tight together her best friend was squeezed with the two rich ponies from class who'd never before given them the time of day. Either something was up, or Tineey had overnight become very popular for no particular reason. "I think if I started small I could work my way up to it. A big cock, I mean."

"Don't you just love big cocks?" Silver Spoon drawled, turning towards Tineey and running a hoof suggestively along one of his hind-legs. "They look so huge and veiny... I just wish I had one to suck on right now."

"Mmm," Diamond Tiara said. "Me too."

"Is it getting hot in here?" Tineey asked, his voice even meeker and squeakier than usual. "It could be just me, but it kinda feels like it's sorta getting hot in here. Maybe we could—"

"Who wants to play truth or dare?" Silver Spoon blurted out, throwing herself sideways onto the couch so she was practically lounging overtop of Tineey in his night-gown, pressing her teats, the smallest in the room but still sizeable, against right where Tineey's cock would have been, were it not properly hidden.

Diamond Tiara giggled and cuddled up to Tineey's other side, running a hoof along his chest, tracing circles through the thin fabric of the clinging night-gown. "Sounds fun," she said. "I'm in. Tineey? What about you?"

"Um, well—"

"Cupcake Sweets, do you want to play too?" Diamond Tiara asked with a quick turn of her head, doing her best to seem as though she was no more rubbing her half-naked body against Tineey's well-restrained form than simply sitting on the couch and waiting for a reply.

And though she couldn't help but feel for her friend, Cupcake Sweets would always be a sucker for truth or dare. Always. You just couldn't find a naughty party game that was more fun. Not even... well, anyway.

"Sure," Cupcake said, smiling and bouncing up and down on her tiny fragment of couch cushion. Her bounces made her boobies shake, and she caught both Silver Spoon and Diamond Tiara staring for a little bit before quickly averting their eyes. She couldn't help but giggle. "I'm in. I love truth or dare."

"Me too," said Diamond Tiara.

"Me three," said Silver Spoon.

"Uh," Tineey said. "Is it okay if I go to the bathroom first?"

"Not yet," Diamond Tiara said. She hopped down from the couch and dragged Tineey, with Silver Spoon on his other side, towards a circle of bean-bag chairs, which she plunked herself down in, Silver Spoon again forming the opposite end of the sandwich.

Cupcake Sweets came over shortly, sighing at the sensation of finally being an unsmooshed capper at the edge of the couch. She could stretch herself out all the way on a beanbag chair, and she did, lounging and extending her hooves and letting out a cute yawn that made her face stretch out too. When she relaxed back into the bean bag, it jiggled a little, the same way her boobs had done. She let out a little 'eep' as one of her nipples brushed against the soft fabric and hidden plastic beans.

Game Time

"Great," Diamond Tiara said. Right to business. "I'll start then. Tineey."

Tineey shot up in his seat and stifled a gasp. Diamond Tiara had turned to him with eyes like a hawk about to swoop for prey, and his night-gown was feeling tighter and tighter by the second.

"Uh," Tineey said. Then, after remembering what he was being asked in the first place: "Uh, truth, I guess."

"Who would you rather have sex with: me or Silver Spoon?"

Diamond Tiara jumped up from her beanbag and turned around, bending over to show off her rump, slit, and well-developed crotch-titties, which she waggled from side to side at Tineey like she was putting on a show.

As if on cue, or rather just because she was good at improvisational mimicry by now, Silver Spoon leapt up and did the same as her friend, taking particular care to run her hooves along the exposed part of her night-gown that highlighted and showed-off her pussy. Diamond Tiara's flaunting was much more all-encompassing, her butt jiggled, big enough and then some, and her boobies were something to look at too... Silver Spoon's showing off was mor elegant she was a pony putting herself on display like a piece of fine art, not a stripper on a stage...

Cupcake Sweets scoffed and rolled her eyes at the pair of them. The game was up by now, and besides, she could put on a show that would put both of them to shame.

Tineey was sweating by now. There was seemingly no escaping the sexy stimuli appearing at every angle of observation, and with no sign of Diamond Tiara's parents or an alternative escape in sight, the fabric of willpower holding Tineey's resolve together—and, indeed, the literal fabric of his night-gown—was beginning to tatter at its most delicate point, and before anypony knew it, would rip and tear and rend asunder all the hard work Tineey had done containing his shape up until this point. Whether Diamond's parents suddenly barged in or not, Tineey didn't think the pretense of holding his form and sheer size under wraps would work for much longer.

"Well?" Diamond Tiara asked, her tone high-pitched and insistent. "Who do you like more? Silver Spoon's sweet little slit, or my decked out ass and titties?"

"Maybe he likes his friends big hangers instead," Silver Spoon wheedled. "Can't say I blame him. They're enormous for a foal her age..."

"I'd really like it if I could use the bathroom," Tineey said. Last chance, all or nothing hail mary to get himself some breathing room before things at last escaped from their too-small packaging.

"Answer the question," Diamond said. "Then you can go to the bathroom." She backed up, waggling her butt even closer to Tineey's face, so close he could practically reach out and touch the jiggling juicy spankable surface. Silver did the same, showing off her glistening lips, spreading herself out and presenting an even pinker inside, the perfect texture and warmth to welcome a too-big-for-his-age changeling colt. Both fillies were captivating, impossible to keep your eyes off for more than a second.

"Oh," Tineey said. "Shucks."

Sometimes that was all it took: the tiny, final turning of a rusted knob before a door flings open.

So it was like that when Tineey came undone. If asked, he would have used that word to describe it: 'undone'; like the sensation of your entire body being unravelled into a single strand of silk all at once.

In more concrete terms, it meant his night-gown started ripping. Nothing of that delicate a fabric and that close a fit could have hoped to survive the enormous size of Tineey's prodigious dong. He was as pent up as could be from all the teasing, and there was no harder his cock could hope to get. Now, like a flash-flood cresting suddenly on the horizon, his body was overwhelmed with the change. The tiney frame of a faux-filly shuddered and flexed, the air shimmering in the way that it does melting in a hot summer heat, rippling around the edges until reality reasserted itself in more or less the proper direction, but with half again the size it had held before.

As usual, adjectives paled to describe Tineey's overwhelming size. Even the irony of his name did little in that service.

Next to him on either side in their respective beanbags, Diamond and Silver were overjoyed. They flinched away reflexively as Tineey's form began to ripple, but held themselves just a hair's breadth away as his true size surged into shape, giant manifest flesh pushing against them, the two fillies squeezed into place on their seats by the sheer width and volume of Tineey's enormous emerging cock and balls. Collectively, as though they'd practiced the gesture, both fillies swooned, their eyes glazed over and mouths hanging half-open at the sight of Tineey's past-prodigious member. Diamond Tiara licked her lips and slavered ravenously like a wild dog. Silver Spoon blushed, balking from the gigantic girth, then studying her slit, sizing it up, wondering from not-so-afar if she was really capable of taking such an enormous monster.

Cupcake Sweets had some time ago conceded this scenario as an eventuality. She'd prepared for it, more or less. And, really, at the end of the day, it was all just fun between new friends. A little teasing practically went along with things. Cupcake's head felt hot and swirly that way it always did when she stared at Tineey's over-sized member for too long. She would always say she couldn't help herself, more or less around the same time she started salivating in earnest, drooling down her chin and onto her chest, underage and oversized boobies bouncing with her hoof tracing along her moistened slit. It was like returning to a familiar site on vacation, and though she'd resolved in the back of her mind to continue some sort of token resistance against the act of exposing her best friend, now that he was, in actuality, fully exposed, she couldn't help but stare and begin to squeeze her teats idly as a trail of moisture dripped from between her legs.

"Oh, my." Diamond Tiara regained enough of her composure to remember how much fun it was to tease the poor changeling. Now that he was at full-size and then some, there was no limit to how sadistic her teasing could become. "Look, Silver Spoon. It turns out 'Tineey' is really 'Huge'. Isn't that weird?"

"That is weird," Silver Spoon said. She'd been spread out, presenting her slit in a semi-uninterested fashion, but now that the game was on, she put herself much closer to Tineey, almost pressing her slit against him, then doing exactly that, letting him feel her overwhelming wetness as she began to grind herself up and down his leg. Silver Spoon shivered and moaned as she did so, again seemingly unable to carry on a conversation for more than a few seconds before becoming fixated on Tineey's enormous girth.

"Well, now that you don't have anything to hide," Diamond went on, "it'd be an awful shame to have that big thing here and not put it to good use." Diamond Tiara got up from her bean-bag and began languishing herself against Tineey's prick, rubbing her flank and rump along it like she was polishing a tether-pole.

With a wink and nod as a signal, Silver Spoon got up and did the same, making determined use of her teats despite their relatively small size in comparison to the company. She also began to rub her extra moist slip up and down as much of the length of Tineey's cock as she could manage, which was just about half without any help.

Tineey was under attack from both sides, and now that the game was up, it was impossible to contain his vulnerable sounding whimpers and groans. The fillies on either side of him were sending tingles up the length of his cock, and his big set of balls, swinging and hanging underneath, clenched up against his pelvis every time one of the fillies gave an extra hard grind against the length of his prick. He wanted to mutter something like 'help', but the ability to speak had long since gone. Tineey was helpless at the hooves of his captors.

As though they'd practiced it, when in actuality it had only been the focus of fervent sweaty dreams, Diamond Tiara and Silver Spoon took up a spot on either side of Tineey's gargantuan changeling-pony-prick and planted their crotch-boobs at the base. Though there wasn't really any need for further lubrication, Diamond Tiara grinned and hocked a big gob of spit at the base of Tineey's cock, where it trickled and dribbled down onto her tits. She giggled and jiggled them back and forth for good measure, and Tineey groaned as loud as though he'd been shot.

"Mmm... I think he liked that," Silver Spoon said with a giggle.

Diamond Tiara nodded. She began to bounce her teats up and down on one side of Tineey's prick, and as if on cue, Silver Spoon began to do the same on the opposite side. Before the poor changeling knew it, his gigantic prick was sandwiched in a pony tit-fuck, with seemingly no escape until he was ready to paint both fillies in a hot sticky load of albino changeling cum.

And, because she found it painful to be left out at this point, and also because she was horny and couldn't help herself, Cupcake Sweets rose finally from her bean-bag and came to join the tit-fuck. Her hangers were the biggest and juiciest, and even though Tineey had played with them more than a few times, he still groaned extra loud as his friend slid into place and locked her enormous busoms around the base of his prick.

Again, because she couldn't help herself, Cupcake Sweets smirked and jiggled her enormous titties against the base of her friend's prick, prompting him to groan extra loud again.

"Show off," Diamond Tiara muttered under her breath.

"What was that?" Cupcake asked.

Diamond Tiara rolled her eyes and shook her head, clearing her expression back to one of faux-innoccence.

"Nothing," she said. "Just that we've got a real big prick to play with."

"And then some," Silver Spoon joined in.

Cupcake could take a hint.

"Yeah. A really big prick." She jiggled her tits and began to bounce them up down the shaft of her friend's cock, prompting a high-pitched whimper as Tineey thrust his hips upwards.

"Enough talking," Diamond said. "First one to make him cum gets to ride him first too."

"But how will we know who made him cum if we're all—eep!" Silver Spoon's question got cut off as Diamond Tiara grabbed her and began moving her up and down like a rag on a windshield. Like magic, Silver Spoon no longer cared about the particulars of determining a victor—only the sensation of her small-but-still-adequate underage titties rubbing the well-lubed shaft of her new favorite company.

On three sides, Tineey had his prick lubed and polished by a set of pony teats. Each side was different, from the overwhelming size and sheer squishiness of Cupcake Sweet's prodigious hangers, to Diamond Tiara's overly-enthusiastic, almost desperate bouncing and slapping back and forth. Silver Spoon was lost in her own world of sensations, incapable of noticing the fillies on either side of her. And between the three of them, Tineey's prick could only take so much attention.

"Girls," was the first of two words he managed to muster. "I'm..."

And, like an announcement of fireworks, Tineey's cock began to spurt sticky white stuff onto the face of every filly around it. Each girl took a different size gob to the face initially, but after a few more sizable squirts, there was so much come dripping down every filly's face it was impossible to tell who had gotten more or less. Beneath the bounce of their underage breasts, Tineey's enormous ball-sack twitched and shuddered as it clenched against his body, emptying a day's-worth and then some of built up cum. It was impossible to tell when the sensation of exploding ceased. Tineey just knew that he was back in Equestria again at some point, and his cock had calmed down a little. Just a little.

Every filly took a moment to wipe cum off their face in their own fashion. Cupcake took particular time licking as much as she could off her lips and chin.

"Mmm," Diamond Tiara said, licking the last of her 'prize' off her hoof. "That was delicious."

"You said it," Cupcake said, earning a sideways glare from Silver Spoon. You don't just steal somepony's job at sychophantics. You just don't.

"Whatta you say we get him cleaned up too?" Diamond Tiara asked. She nodded toward's Tineey's enormous prick, which was still dripping with enough thick trickles of cum that it looked a bit like an ice cream cake melting in the sun.

"Mhm-hmm," Cupcake said, nodding.

Silver Spoon had already taken the hint and begun licking up and down one side of Tineey's gigantic shaft. That earned her a huff from Cupcake, but it was only temporary, and once again, as though in tandem, the three fillies were on all sides of Tineey's prick, cleaning as best they could with only their tongues and tiny mouths as instruments.

Tineey, for his part, was incapable of escaping even if he had wanted to. His prick was in charge of all of his decision making, and right now it wanted him to stay until he was incapable of getting hard any longer. Goodness knew that would take a while.

Fortunately, there were no worries in the time department. Diamond Tiara didn't just look good in a skin-tight night-gown; she was also an expert at getting things done whether those 'things' were a still half-dressed in his own night-gown changeling endowed with an enormous penis size, or procuring the appropriate sleeping powder to keep her parents unconscious long past the end of the evening. There was plenty of time for all the fun they wanted and a clean-up too before any chance of her parents butting in to ask what they were up to.

So, because she was innately in charge, and because she was the one whom everypony seemed to be waiting on direction for anyway, and because she'd finished seeing what Tineey's turgid behemoth felt like between her teats and in her mouth, Diamond Tiara took it upon herself to push Tineey down onto his beanbag until just his enormous prick was standing up in the air, and then to prop herself above it until just the faintest touch of her moist little lips was tracing the head of Tineey's poor engorged member. As if on cue, she felt him shudder underneath her, the jolt of pleasure running along his entire body and making his cock twitch against the entrance to her sex. Diamond Tiara shivered back when she felt the head of Tineey's prick slap against her like that, a little preview of what the entire thing might feel like if she somehow managed to get it inside her.

"Are you really gonna try riding that whole thing?" Silver Spoon asked, mouth agape as she watched her friend attempt to mount Tineey's monster of a rod. There was the head almost inside, maybe, but even if she got past that point, how did Diamond intend to—

Oh. Well, she'd slid half-way down in one go, and was now wider-eyed than ever, and bulging in her stomach, with a look like the clouds had parted and allowed her access into alicorn heaven.

"Diamond?" Silver Spoon poked her friend curiously on the flank, the only place she could reach as Diamond sat on Tineey's tower of a cock. "Are you okay?"

Diamond's face mellowed slightly, but her eyes were still glazed, and her entire body trembled overtop Tineey's prick, the bulge in her stomach shifting as she shuddered, her pussy clenching invisibly around the enormity of the monster filling her up.

Silver Spoon breathed a sigh of relief. Now that she'd taken a second to study Diamond's expression, she knew she'd recognized it: the poor filly had just cum, hard and was currently attempting to reassemble her vocabulary from the scraps of moans and howls embedded deep in her throat. Usually, at least the first time of the night that she came, Diamond would go utterly silent, then break apart like a beast possessed in the night, screaming so loud it would have been sure to trouble her parents if they weren't always unconscious whenever Silver Spoon came over for 'filly's night'.

Just as though it was co-ordinated, Diamond Tiara began to moan, a sound that started low and built up so it took over her entire body. She began to shudder on the half-length of Tineey's cock she'd managed to fit inside herself, and the bulge in her stomach rippled and shifted as her body rocked back and forth atop it.

"Wow," Silver Spoon said quietly to herself. "I've never seen her cum that hard before."

"Twinkle tends to have that effect on ponies," Cupcake Sweets said with a smile that cut off as she realized the slip of her tongue. "Er, Tineey does, I mean. Tineey tends to have that effect on ponies."

"'Twinkle'?" Silver Spoon raised an eyebrow as she rolled the unfamiliar syllables along her tongue. "Hey, Diamond, weren't you saying that's—"

"Their... nick-name..." Diamond Tiara managed her words between grunts. She appeared to be trying to lift herself off Tineey's prick, managing to make it just to the head before her strength gave out, or willpower, or both, and she slammed back down until as much of the gigantic member was burried in her as possible again, and her whole pussy clenched around it like welcoming home a soldier in a parade. "Ahhh!" She let out a yelp as loud as her cry had been during orgasm, and once again, was grateful for her natural proclivity in procuring parent-preoccupying powders and potions.

"No fair," Cupcake Sweets said. She prodded at Diamond's rump with a hoof, earning another, quieter yelp in response for her troubles. "Don't you hafta share with everypony?"

"It's—unh!—my... slumber party..." Diamond Tiara grunted. She'd managed to work herself into some kind of a rhythm, bouncing her flank up and down as hard as she could while still being completely overwhelmed by the sheer size, like the time she'd ordered a too-big ice cream at the parlor...

Sure enough, as Silver watched, Diamond started jerking and clenching on Tineey's prick again. 'Twinkle', if they were going to stop pretending they'd gone along with Cupcake's insufficient cover-up. It did sound a bit softer, a little more salacious coupled with the raw enormity of the otherwise innoccent-looking Changeling's prick...

"Come on," Cupcake said, prodding at Diamond again. "If you don't share I'm gonna knock you off that thing myself."

"Oh fine!" Diamond still took a few seconds to stop her bouncing, but she finally seemed capable of listening, and so managed to raise herself all the way up, until her pussy lips reluctantly released their hold on the engorged head of Tineey's cock. Diamond fell backwards into her beanbag chair with a 'huff' and immediately began rubbing herself, unable to take her eyes off Tineey's prick for even a second. "But I get another turn when you're both done."

"If," Cupcake said simply, propping herself up on Tineey's chest so she could perfectly position her slit at the tip of his prick. Without waiting for so much as a signal, Cupcake lowered herself down, slowly, taking care to savour each inch of her friend's impossible length as it slid into her dripping cunt. Even though she'd resolved herself to a simple, no-nonsense sleepover, Cupcake had been incapable of going an entire night without imagining a divergence into sexual shenanigans with her best friend, and at the end of the day, might have even been secretly happy with the way things had worked out. It meant getting fucked good and hard by her best friend's cock, and that was always a win, in her book.

"Watch and learn, you rookies," Cupcake said with a smirk. "I'll show you how to really ride a changeling's cock."

Despite themselves, Diamond and Silver couldn't help but stare as Cupcake Sweets lifted her hips and poised her slick pussy lips at the head of Tineey's prick again. She waggled her hips back and forth once or twice for show, and stared back over her shoulder with a smirk.

In one fluid motion, she lowered her hips, and Tineey's cock disappeared almost all the way to the hilt. Just an inch or two remained at the base, above his enormous set of dangling balls, which Silver Spoon and Diamond Tiara both seemed to notice at the same time, and immediately took to sucking, one ball to each pony's mouth.

On the beanbag, pressed into place and teamed-attacked by three ponies at once, Tineey was almost incapable of words. Almost.

"Oh my—" was all he managed before Cupcake Sweets leaned in and kissed him, dangling her tongue into his mouth, slobbering all over his face until he was a hot, moist mess.

Cupcake had no sooner finished the kiss than Diamond Tiara took over, tending to Tineey's balls for a moment with just her hooves. Her kiss went on longer, an exploration for her into unfamiliar territory. When she was satisfied with the amount of changeling saliva in her mouth, Diamond Tiara relinquished Tineey to her friend, letting Silver Spoon take the third turn in tongue olympics.

Tineey's cock was under full assault from Cupcake Sweet's enthusiastic bouncing, and from the way she was used to riding him, it was a sure thing that before long he'd be exploding into another mess of hot sticky white stuff again.

It was therefore only because she considered herself a nice filly at the end of the day that Cupcake Sweets decided not to hog the finale all for herself. She'd felt an orgasm approaching the moment she started watching Diamond Tiara ride her way into the first of two torrential orgasms, and Cupcake knew Tineey's—Twinkle's cock, that is, was capable of providing almost limitless entertainment for any filly who was determined enough to continue languishing attention upon it. As though remembering it from a set of directions scribbled on the inside of her eyelids, Cupcake reached down and began rubbing her clit with one hoof while she squeezed at her teats with the other. She'd done this before too, when she and Twinkle were fucking but couldn't be assured the best of privacy, or when they just needed to hurry up and make it to class in the next few minutes. Just seeing Twinkle's full-sized cock was almost enough to make her cum anyway, and the combination of her tits and clit on top of that would always push her over the edge without warning. As a matter of fact, she could practically feel it sneaking up on her just—

"Oh, fuck," was all she managed before clenching her eyes shut and beginning to buck furiously atop Twinkle's veiny, bulging shaft.

The poor changeling, for his part, was still hanging in there, but it was obvious from the desperate look on his face and the way his balls continued to clench against his body that only a little more attention from any of the three fillies would be sure to push him over the edge and into the same sticky, exhausted state Diamond Tiara and now Cupcake Sweets had already slipped over to.

Now, perhaps because she was committed to politeness in the face of Diamond Tiara's selfish attitude, Cupcake Sweets got herself up off her friend's gargantuan dong and offered it up to the filly beside her.

Silver Spoon, slit still shiny-wet and on display in her night-gown, blushed and almost giggled with giddiness as she clambered up for her own personal taste of Twinkle, nee' Tineey's, almost-impossibly-oversized member. Like the two fillies before her, Silver Spoon couldn't help but lick her lips when she finally took in the sheer size of the thing. Just like the two fillies before her, Silver Spoon let out a gentle, quiet moan, almost just for herself to hear.

Underneath, Tineey was barely hanging in there. His face was desperate, and his prick twitched more and more as Silver Spoon began to lower herself over it, doing her best to brace for the bulbous head to part her pussy lips and slide inside her underage hole.

"Oh!" As it finally popped in, Silver Spoon let out a surprised gasp, her tone blending from shocked to salacious, as though she'd spotted a delicious dessert in a bakery window and was finally able to sample it. "That's really good. How big are you, anyway?"

Tineey just groaned. Whether the question was rhetorical or not, it was the best answer he could manage.

"Nevermind," Silver Spoon said. She resolved herself to determing the answer to that question on her own at a later date. For now, there was cock to sample.

Even though it seemed from the wistful look on both filly's faces that Diamond and Cupcake would rather have been back riding themselves, both took immediately to either side of Tineey's balls and began sucking, and the poor changeling was once again thrown into a whirlwind of pleasure in his own head, with Silver Spoon just barely managing half the length of his prick inside her dripping pussy before the head bulged in her belly and it seemed there was no further down she could slide. Tineey let out a low groan and bucked his hips upwards, as if to near-silently beg for a chance to cum again, or just to let the soft silver filly atop his cock know there wasn't much longer for her to ride before things got very messy.

Whether or not she'd understood the signal, Silver Spoon began to ride as though she was possessed. Even though it was all she could do just to manage half the length of Tineey's cock inside herself, her vigour made up for all of that, slamming her hips down so fiercely that it made a satisfying 'smack' each time, with her tiny-but-adorable titties bouncing up and down each time, again enthusiastically enough to make up for their lack of size. Silver Spoon let out a determined-sounding grunt with each slam downwards of her hips, signalling to Tineey and everypony else that she was determined to get the second load of the night, milked right out of Tineey's balls and into her clenching underage cunt.

Amidst the slapping sounds of Silver Spoon's downward thrusts, Tineey let out a small, muffled yelp. It was the only signal he gave before the head of his prick erupted into a fountain of cum again.

Committed as she was, Silver Spoon could only manage as much as she had room for. Her whole pussy seemed to fill up with sticky white stuff, and even when she slammed her hips down and swallowed up more of Tineey's prick, clenching and squeezing and doing her best to hang on to every drop of his cum, it was no use, far more spilled out than was kept in, and Diamond Tiara and Cupcake Sweets both got their own syrupy rivers dripping down the shaft of Tineey's cock, slow-moving streams of cum that they could lap up off Tineey's clenching balls until he was clean of everything but their spit and the left-over juices from their filly pussies.

And, yes, Silver Spoon took much longer finishing her ride than she could have. Her pussy was long-since full up with cum, and she was mostly just oozing and dripping it out all around Tineey's shaft. She'd cum more than a few times, by the frazzled look on her face and the wild, desperate glimmer in her eyes.

But, finally, she got up, and let Tineey's cock wring out the rest of his spunk in peace, to be licked and tended to by three filly mouths as their hooves massaged the last of his pent-up jizz out of his hulking balls. It was a herculean clean-up effort, even by Tineey's standards, it wasn't often he got just that much milked out of him... but all three fillies were committed, and before anypony knew it Tineey was practically clean again. Only a few spurts of cum lingered in the filly manes—and, more particularly, a good load of jizz shared between their cunts as well, with all three of them kissing loads between tongues, playing with hooves and smearing the strands of changeling cum onto themselves.

Morning After

That was how Diamond's parents would have found them the next morning, were they in any state to be conscious and investigative. Instead, while the two of them were solidly incapacitated in their study, Diamond's maid was the first to wake the foals, doing so by announcing her present at the door with a light tap and then letting herself in, carrying a tray of oatmeal breakfasts and orange juice, which she placed at the center of the play-room for anypony's perusal.

Diamond felt like she could have slept forever, sticky and covered in the remnants of the previous night's escapades—but any time you wanted to get on to something new, you had to clean up the remnants of the old. Diamond Tiara didn't mind being a bit crunchy and glazed over with changeling come altogether, but if her parents noticed it, once they were finally awake, she'd have more questions to answer than she felt like spending her time on.

It was therefore that Diamond Tiara signalled her made over with a hoof-wave, noting with mild amusement the overly-enthusiastic way the maid moved the second there was a possibility of interacting hooves-on with any of the foals. In the absence of a sleepover, Diamond suspected she could have had just as much fun teasing and taunting the poor servant through the duration of the night.

"Good morning, Miss Diamond," the maid said, doing her best not to stare at the messy, mixed-up group of foals, and ultimately failing. Cupcake Sweets' big pony-teats were impossible to keep her eyes off, and once she noticed Tineey in his relatively-freshly-revealed true form, the maid blushed profusely, keeping herself pointedly occupied by staring at the sheer girth of Tineey's now-exposed member. As Diamond regarded the poor servant, she was sure she spotted the maid clenching her legs together, the same way a desperate filly might as the tendrils of a fresh heat crept over her underage sex.

"Are my parents still asleep?" Diamond asked by way of a greeting. She didn't have time for formalities or pleasantries, nor did she find them particularly formal or pleasant in the first place.

The maid sighed, then nodded, keeping her expression subdued and demure. "Yes, Miss Diamond. They won't awake for another several hours."

"Good," Diamond said. She grabbed a glass of orance juice and downed half of it in one go, letting out a contended-sounding 'ahh' as she set the glass back down. "Nopony bothered us last night, so it seems like you're capable of doing at least one thing right after all."

"Thank you, Miss Diamond." The indentured mare again did her best not to stare, in particular this time at Diamond's rump, as she turned it about one-eighty and began waggling it in the maid's face, complete with taunting smirk and naughty-sounding giggles.

When Diamond was sufficiently content with the tortured expression on her servant's face, she smirked, and held the pose, with her still-full-of-leftover-changeling-cum pussy and rump waggling over and over again in the maid's direction.

"Well?" Diamond prompted. "Aren't you forgetting something?"

"Miss?" the maid asked, sweating, her face reddened.

Diamond sighed loudly.

"Clean-up," she said, slow and drawn out. "I don't want my parents noticing we're all covered in cum and stuff. You'd better make sure there's not a drop left before they wake up."

Oh. It was like that. The maid found herself wondering if she'd woken up to a completely new mansion and set of occupants overnight, or if her dreams had just finally bled over into reality.

"You want me to... lick you clean, Miss?"

"Well? Hurry up! You've got three more ponies after me, and I want seconds if there's still time left."

"Of course, Miss Diamond."

At once, the maid went to her new duty. Diamond Tiara spread herself out like a combination between a magazine centerfold and somepony waiting for an examination at the doctor's. The moment the maid's tongue extended and began to touch delicately at Diamond's skin, Diamond Tiara began to moan, loudly, without genuine regard for whether her parents were really asleep or not. The maid went well to work, lapping up the sticky patches on Diamond's fur like drops of dew on a morning flower. When the bossy, bratty filly presented the inside of her cunt and ass, still slightly moist with the few sticky drops of Tineey's seed remaining, the maid swooned, and had to catch herself before she fell over completley and knocked the oatmeal and orange juice everywhere.

It was relatively silent, still, save for the soft sound of tongue against flesh, and the the intermittent moans that Diamond Tiara let squeak out between the attention from her maid's tongue. Even when it seemed like everything was clean, Diamond held her maid's face in place, pressing two hooves on the back of her head and keeping her tongue at work in Diamond's filly-slit until she was more that certain there wasn't a drop left of cum to be found. And then just a little bit longer for good measure.

With a resigned-sounding sigh, Diamond Tiara finally released her grip on the poor servant's head, allowing her to breathe, and to rest her tongue for just a moment.

The maid sucked in fresh air with a loud gasp, a noise which Diamond regarded with a raised eyebrow and questioning stare.

"You're not taking a break, are you?" Diamond asked, closing her hind-legs and squeezing them together once for good measure. "You still have three other ponies to clean up."

"No, Miss. Just catching my breath, Miss."

"Well, catch it on your break or something," Diamond Tiara said, flipping over to lounge stomach-down in her beanbag chair. "And get started on a real breakfast when you're done. I wanted bacon."

"Yes, Miss." The maid nodded, breathing a private sigh of relief as Diamond finally removed her attention and began to fixate on her favorite subject, which was herself. As much fun as following the behest of a little brat could be, it was always worth cherishing a moment of respite when it finally arrived.

And, yes, it was just as Diamond said. There were three more foals to clean up before Diamond's parents awoke.

Allowing herself a small smirk, the maid tested the flexibility of her tongue from one side of her mouth to the other. With a hungry flame burning in her eyes, she turned to Silver Spoon, lying passed out sideways in a dried up pool of sticky filly-juice and cum.

Maybe being an indentured servant wasn't all bad, with perks like these...

Author's Note

Bonus art by MiniFeru
MiniFeru Discord: https://discord.gg/CV3ZpD

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2454211

Sneaky Sneaky Diamond Peekie

After class, Tineey and Cupcake Sweets liked to wander off into the nearby woods. They'd get just far away enough that nopony would notice them in the cover of the trees, then roll out the blanket they'd stashed nearby. Almost every day, they'd plunk themselves down, each let out a long sigh, and bask in the sunlight as it crept through the branches and dense foliage overhead.

The two of them were a peculiar pair, Tineey being the only changeling in class, and an even rarer albino at that, whereas Cupcake Sweets, while a normal filly in most regards, was so well-endowed in the area of her crotch-teats that she put most adult mares to shame. Cheerilee would struggle with either of them to get the class under control, because all anypony wanted to do when they were around was poke and prod and ask questions and treat the experience as some weird show-and-tell. Cupcake took to the experience more eagerly, she loved ponies poking and prodding at her no matter what, but Tineey was a little more anxious under attention, on account of a particular piece of information he was under strictest orders to keep secret.

Cupcake had found out the first day she'd met him, of course. She'd wanted to make friends with the gorgeous new changeling right away, and plied Tineey for the story of his upbringing and details on his family until she was practically a member herself. She'd even given him his nickname, 'Twinkle', and started using it to call him when they were out of class. Oftentimes it made the poor dear blush, which was extra adorable on his pale white cheeks.

Besides her too-big-for-her-age pony-titties, Cupcake Sweets had a colour scheme that complimented her changeling friend well: cream-white coat and wings, and a mane of pink and purple stripes that looked a bit like a strip of chewy candy. Tineey had even caught himself chewing on it once, which Cupcake refused to let him forget about to this day. And though her glasses made her look from a distance like a potential teacher's pet, Cupcake Sweets was far more interested in under-the-desk troublemaking than listening to anything Miss Cheerilee had to say. One game she liked to play was 'see how many boys you can get hard before the bell rings'. No touching; just flaunting her flank and big, bulging teats was more than enough to make any poor colt's cock spring to life, usually with a satisfying thwap as his engorged head hit the underside of his desk. Cupcake was all giggles, but that made her laugh the most, especially when Miss Cheerilee gave the colt a knowing glare from across the classroom.

It wasn't as though Cupcake Sweets ever tried to work particularly hard during the day, nor that she necessarily needed to relax afterwards. It was just somewhere pleasant to be with her friend, who, according to his numerous testimonials, would practically fall apart without an opportunity to decompress before going home. Tineey had a little more stress than anypony else throughout the day, and it was that distress that no doubt prove to be the unlimited source of future problems and opportunities. Today, there was no reason to suspect anypony else would ever find out about it, besides Cupcake, and, of course, Tineey's parents and family.

'It', in terms certain or uncertain, was, essentially, Tineey.

What Tineey really looked like.

He was still as pale as a mid-afternoon cloud; that part didn't change. And his precious pink eyes, white-to-pink tinged horn, ears, and wings. But whether or not it was obvious to anyone by name, Tineey, or Twinkle, as perhaps a more sensible moniker, had always been a bit of a trick. Tineey didn't mind tricks, but they could be very draining when they were necessary to play all day.

It usually took a minute or two for him to feel relaxed enough to... 'do it'. 'Let it all hang out', as Cupcake liked to say.

"Come on," she said today. "Nopony's around. You need it."

Tineey, aka Twinkle, whimpered in agreement.

"I do," he said, voice quivering and eager.

"Then let it out. I'll help you feel better." She put a hoof to her mouth and giggled, jostling her glasses down the bridge of her nose and then pushing them back up.

Tineey nodded, sighed, and relaxed even more into the blanket. He stretched all his legs out, craned his neck around in circles until he heard a tiny crick, opened his eyes wide, and then closed them. His chest rose and fell softly as his breathing became more paced and guided.

"That's it," Cupcake said soothingly, patting along Tineey's stomach the way he liked, to calm him down, ease him along. "Let it all out." She licked her lips. "Then we can... 'relax'. Heh."

Even before his transformation had started, Tineey's cock was beginning to twitch to life.

When his form shifted, Cupcake could help herself, and immediately spread her legs and began rubbing softly at her teats, massaging one, then the other as she stared at Tineey's transformation. As she watched him grow, and bulge, and begin to come undone in the best way she could imagine. She loved seeing him like this, in the inbetween, before he'd completely come into himself again. She loved to call him 'Twinkle' then especially.

Tineey was very big. So big, as it turned out, that had he stumbled into class at full size, they would have struggled and indeed eventually failed to find a desk sufficient to fit him. And it was in that area, the one of most particular interest to a classroom of curious, hormonal foals, that Tineey's name was the most obvious misnomer, because downstairs, there in particular, he was huge, and in such a way that when you saw him next to Cupcake Sweets, his day one in Ponyville friend, the bond between them made such evident sense it was a wonder they hadn't been friends in a past life and simply decided to meet up one day in pony bodies perfectly fitted for each other.

Still, Tineey would protest it was a problem, his size was more for breeding than play, and his past and destiny had been so complicated, wrangled up in one job at birth and another only years later... it all got quite hard to explain, and even if Cupcake was feeling patient, which was rare, she could never sit through the whole thing without waving her hoof to summarize and then diving mouth-first onto Tineey's cock, turning him into 'Twinkle' as fast as her tongue could manage. At full fize, she couldn't really fit the whole thing down her throat, but it felt nice when it swelled and grew between her lips, until finally she had to give up and let the thing go, usually with a loud gasp, and then there was no limit to what the two of them could do, as long as they had a little bit of privacy.

That bit was important—Tineey's parents didn't want anypony else finding out how special their son was just yet. A changeling's destiny was oftentimes more complicated than could be easily explained or articulated.

So Tineey hid himself during the day. He struggled through class, in a form small enough to fit tucked into one of those diminutive desks, knowing that if he lost control, or willpower, or suddenly for some other reason exploded to his proper size, that the desk would go with him, and likely afterwards the attention of everypony in class. He got enough stares being the proverbial odd hoof out already... with his cock and the rest of him at full size, Miss Cheerilee would never manage to get anything done besides him.

His 'cloak' was almost all the way off now. Cupcake Sweets was licking her lips and rubbing her teats eagerly, squeezing her hind-legs together every once in a while and letting out a little moan when she did.

If it was just another day, the two of them would have gone on unnoticed. But as it happened, a particular pair of eyes was watching, belonging to a pastel pink pony with a smile too devilish to spell anything but disaster.

Even so, staring through the trees, the little pink pony couldn't help herself either; she licked her lips as Twinkle's true form came into view.

"This," she said to herself in a sneakish whisper, "is going to be way too much fun..."