Elements of Horny

by Jicho

Part 3: Fluttershy

Previous Chapter

Rarity stared at herself in the mirror, her hands clenched into fists.

“Calm yourself,” she muttered. “A lady does not make rash decisions…”

Her hair was a tangled mess, she had a giant orange lipstick mark on her cheek, and several smaller pink ones trailed up her chest, visible through the torn remnants of her blouse. Her limbs trembled, both from fatigue and the afterglow of climactic experiences.

It was too much. One bimbo would be a handful already – in more than a few ways – but now she had two sex-brained beauties clinging to her. They demanded and competed for every minute of her waking life, and they even encroached on the ones she tried to spend asleep.

Miss Dash, while a fabulous assistant, had a habit of turning every business errand in town into a ‘one-to-one’ in the nearest secluded spot. Quite exhilarating, but not what one would call ‘productive’. As for Applejack, she made returning home a treat every single time, but Rarity was in no danger of being too spoiled by her housewife. Not when she’d have to spend the better part of the evening tending to Applejack’s seemingly endless desire for affection.

Any reasonable woman would see the writing on the wall. Rarity could hear her own voice in her head, nagging her, lecturing her about being ‘irresponsible’ and that all of this was bound to lead to disaster. And yet, the moment she took a deep breath and wiped away the storm clouds from her mind, she could feel it again. A deep, insidious lust, slowly slithering to the surface, adding a spark to her eyes and tugging on her lips to form an excited grin.

Rarity was immensely proud of her achievement. She could see her deepest, most scandalous fantasies manifest in such beauty and seemingly boundless energy. All the time she had spent making tacky dresses for uptight nobles now felt so trivial. And while high society would certainly frown on this new design, she could hardly care less. It was easy to ignore naysayers when she could surround herself with such gorgeous women to bury her in love and stimulation.

A noise from downstairs made Rarity flinch and suppress a yelp. Her cheeks flushed as a reflexive, warm tingle ran across her skin, where she could still feel phantom hands and lips trailing back and forth.

Her friends. That gave Rarity pause. In her pursuit of this vice, Rarity had not-so-kindly ‘volunteered’ two of them and subjected them to an experience she could not even imagine. She knew that someday, somehow, all of this would come to haunt her eventually. And looking at the circles under her eyes, she wondered if her comeuppance was happening already.

But the lustful spirit in her had already awakened, and the mere mental image of her gorgeous companions sent another intense tingle through her whole being. It was enough to make her crave more, washing away the troubling thoughts from her rational side. She could only imagine what kind of potential had yet to be unlocked in the rest of her friends, and the fun Rarity would have as she guided them into her world of pleasure. Ideas bounced around in her head, and she struggled to think of where she could even start.

She hummed thoughtfully and glanced out the window, where she caught a glimpse of yellow and pink moving down the street. Her smile widened, and after a quick wash and change of clothes, she hurried outside.


“Oh… my…

Fluttershy looked around in panic, and she ducked behind a nearby stall. She hugged the post and peeked around it, biting her lip as she watched the scene unfold. The thin wooden pole she used for cover actually did not hide her at all, but she was in no danger of drawing too much attention either way.

No matter how much she blinked or rubbed her eyes, they did not lie. She was indeed looking at a tall, curvy woman in a skimpy outfit, drawing stares from all around as she sauntered through the market. She purred greetings to everyone she passed, and she made a show of turning back and forth, leaning in to examine wares, each pose highlighting her figure even more.

“Those are some fine melons, sugarcube,” she said, reaching out to caress some of the produce piled up before her. “Mmm, almost as good as mine~”

She winked at the man behind the stall, blowing him a kiss with her plump, orange lips. Her free hand cupped one of her massive breasts to bounce it a few times, setting off waves throughout her bust. The man’s jaw dropped, along with a whole box of the aforementioned melons falling out of his grip. It landed on his feet, but he did not even flinch, his eyes still glued to the mesmerizing motion of those tanned orbs.

“Applejack?” Fluttershy whispered. The buxom figure’s voice was all too familiar – though, like her clothes and figure, it had changed significantly, having a sensual undertone and a touch of vapid bliss. Even her characteristic drawl felt more exaggerated, more akin to a ‘rustic dame’ than a rugged farmhand.

Was this some kind of prank? She knew Rainbow Dash and Pinkie Pie liked to fool around, but they preferred more of a slapstick approach – something Fluttershy kindly asked them to spare her from, given the animals under her care. But Applejack? She would only do this kind of thing to make a point… and Fluttershy struggled to determine what it could be.

Maybe Applejack lost a bet? Another competition with Rainbow, and the loser had to dress up? Though, that wouldn’t explain the enormous curves – which Fluttershy herself found rather difficult to look away from. In fact, where was Rainbow Dash? One would expect her of all people to spend all day amusing herself with this spectacle. Why wasn’t she–

“Coming through~” A peppy voice rang out over the commotion, its tone familiar-yet-not-quite, sending another shiver through Fluttershy. “Heh-heh, sorry, gotta run. Super busy day and stuff~”

Turning around, Fluttershy saw a rainbow-headed figure weaving among bystanders, who were still petrified by Applejack’s scandalous shopping spree. They yelped and tumbled left and right as the woman pushed past them, ‘accidentally’ nudging them with her hips or stumbling into them chest-first, and she giggled as they tried to backpedal and apologize.

Fluttershy retreated into the gap between the stalls, hoping it would be enough to keep her unseen. She peeked around the corner, watching as the newcomer emerged from the crowd. Immediately, Fluttershy recognized the more slender, athletic figure, though it too had been enhanced by more prominent curves. More shocking was the change in her outfit - a tight-fitting blue miniskirt and matching high-heels, and a white shirt that left little to imagination.

Rainbow Dash licked her pink-glossed lips, her fingers toying with a strand of her colorful hair, most of which was tied into a neat bun instead of her usual messy look. Her other hand hugged a clipboard to her chest, pushing up her prominent bust. While not as massive as Applejack, her ‘growth’ still resulted in a stark enough contrast with the lithe sporty girl Fluttershy remembered.

The sexy secretary looked around, giggling at all the bystanders who were now captivated by her presence. After basking in their attention for a bit, she sauntered forth, her heels putting her in a hip-swaying gait that emphasized her figure even more.

Fluttershy watched in tense anticipation as the distance closed between the two bimbos. Finally, Rainbow’s airheaded stare landed on Applejack, and she gave a coo of delight, running up to her friend to give her a boob-squishing hug. AJ seemed just as excited at the encounter, and she upped the ante with a brief but sensual kiss on the lips. The two then began to prattle about their day, with no sign of amusement at the other’s expense.

Fluttershy blinked, and her expression shifted toward a frown. Something wasn’t right. It was hard to tell herself that, what with seeing her friends be so happy and carefree, but some deep instinct kept nagging at her. Holding her breath, she inched closer, trying to make out additional details. Quite a challenge, given all the blatant things she could look at.

As her gaze alternated between her bimbofied friends, she squinted, noticing a subtle pinkish tint to their eyes, which enhanced the vapid, blissful expression they both had. Even more strange were their accessories – Applejack’s pearl necklace and Rainbow Dash’s earrings. While no more or less gaudy than anything else the women wore, their presence in particular seemed unusual, sporting a pink shimmer that seemed to match their eyes.

“Good afternoon, Fluttershy~”

“Eep!” Fluttershy jumped in place, then turned into a little ball in the ground. One eye peeked out from under a curtain of pink locks, darting back and forth, until it finally landed on the figure looming over her.

“O-Oh…” She gave a deep sigh and straightened up, hugging herself. “Oh, it’s just you. Sorry Rarity, I was…”

“Nonsense, darling.” Rarity smiled and gave her friend a hug. “Is everything alright? You look like you’ve seen a ghost!”

Fluttershy blinked, then glanced over her shoulder. “Well actually…”

“Hm?” Rarity’s eyes widened as she examined the scandalous scenes playing out. “Oh my~”

“Yeah…”

“Well now… our friends seem to have become a bit rowdy as of late.”

“I guess you could put it that way.”

Rarity waved it off. “Darling, this is really nothing to be alarmed about.” She smirked at Fluttershy, then glanced at the bimbos nearby. “Hm… dare I say, they look marvelous. Maybe it’s just their way of expressing themselves? I think there’s nothing wrong with that. Do you?”

Fluttershy gave Rarity a suspicious look. How could she, of all her friends, be taking this so lightly? And yet, seeing Rarity be so casual and supportive did make Fluttershy feel a bit awkward about her own reactions. Her friends looked so happy, and here she was, suspecting ‘foul play’?

“Um… yay?” She lifted her hands and gently waved them for emphasis.

Rarity chuckled. “There you go. Oh! Speaking of self-expression… might I ask you for a favor? I’ve been testing out a new fashion line: small, simple accessories. It’s bound to be a big trend this year!”

Fluttershy stared at the ground, still trying to process what was happening. “I don’t know, Rarity. Do you think this is the right time for fashion work?”

Rarity smiled, the look of which made Fluttershy flinch. She had seen that expression before, when the more ruthless residents of the Everfree eyed their prey. Come to think of it, the seamstress appeared a little tense, like she wasn’t getting enough sleep, and had to make up for it through sheer passion.

“It’s always the right time for fashion, darling~” Rarity purred.

She stepped back, humming thoughtfully while tapping her chin. Her eyes scanned her timid friend up and down, who shifted awkwardly in response. Of course, it was all a ruse – Rarity had already thought of the perfect accessory, but she didn’t want Fluttershy to suspect a premeditated scheme.

“Aha!” the fashionista exclaimed. She feigned excitement to mask her insidious joy as she dug into her bag. “I know just the thing!”

Fluttershy watched curiously as Rarity kept rummaging through her things, until she gave a triumphant smirk and retrieved the gift, holding it up for her friend to see. It appeared to be a simple wide bracelet, though instead of wood, it was made of a glossy teal-colored material.

“Do you see?” Rarity cooed. “It even matches your eyes.”

Fluttershy raised an eyebrow at her friend, but eventually she reached out and took the item. She turned it back and forth in her hands a few times before trying it on. The bracelet was a tight fit, making her wiggle her fingers and palm until she could squeeze them through, but at last the smooth plastic managed to slide onto her wrist.

It was, for all intents and purposes, just a simple bracelet. Almost too simple, she was used to Rarity’s designs being all glitz and glamor. There was a strange tingle against her skin where it touched, prompting her to turn and wiggle it with her other hand. It seemed to help, and was a good way to distract herself, but the sensation never fully went away.

Fluttershy shook her head, realizing she had spent the better part of a minute fiddling with the bracelet, and she turned back to Rarity, who was watching her with intense curiosity.

“Well, what do you think?” the fashionista said.

“It’s… nice?” Fluttershy forced a smile. “Um… thank you?”

Rarity pouted in response. “Come on, darling. Be honest with me. Tell me how it helps you express yourself.”

“Well… I’m not really sure I want to express myself.” Fluttershy wiggled the trinket on her wrist again. “Also, you know… it’s just a bracelet.”

Rarity gasped. “Just a bracelet? Goodness, Fluttershy, I would never give you just a bracelet. There is so much more to it. It speaks of confidence! Pride! A desire to be noticed!”

“Right.” Fluttershy nodded, trying to feign the same enthusiasm. It didn’t seem to be enough. “I mean… I can give it a try, if that makes you happy?”

“Marvelous! Thank you so much, Fluttershy.” Rarity pulled her into another hug, this one being longer and tighter than before, and the timid girl could have sworn she heard her friend give a sensual hum. “Well, I best get going! Enjoy your day, darling~”

Rarity stepped back, waved, and sauntered off. Fluttershy gave a meek wave, muttering “bye” after her friend’s back was already turned. She prodded her new bracelet a few more times, then took a deep breath and looked around, trying to get her bearings. The crowd had since dispersed, and the two bimbos were long gone as well.

Fluttershy chewed on her lip as she emerged from her hiding spot. Her market errands long-forgotten, she wandered aimlessly while staring at the bracelet on her wrist, trying to think of the things Rarity mentioned. No matter how much she tried to picture all the lofty possibilities, it still just looked like a bracelet. A rather cheap one, in fact – she expected Rarity to go for something more extravagant.

“Hmf…” She frowned, feeling an unusual surge of vanity. “Does she think I’m not worth it?”

To be fair, her outfit may have left some things to be desired. A yellow sweater that was at least one size too big, an equally baggy pair of green trainer pants, and yellow crocs to match her sweater. Simple and practical, for sure, but hardly a ‘fashion statement’. And crocs! Oh, she had gotten off easy. On any other day, such footwear would earn her an hour-long lecture from her fashionista friend.

Did an ensemble like this really make it fair on her part to criticize the bracelet? If anything, it was at least something to talk about. She hummed and kept turning the smooth material on her wrist, finding the sensation addictive.

With the encounter still taking up her thoughts, Fluttershy left herself on autopilot, her feet carrying her to the destination of one of her errands. She did not even hesitate as she walked into the store, and only paused once she noticed the clerk staring at her. He gave a wide smile and leaned back, letting out a wolf-whistle as he looked her over – just like he did every single time she paid a visit.

He was a new hire – young man, no career ambitions beyond a quiet store in a sleepy town, spending most of his shift napping at his desk. The only ‘benefit’ he seemed to need from his job was the occasional customer who made for an enjoyable view.

“Why hello there, Miss,” he said. “What can I do for you today?” He noticed the trinket on her arm and let out another whistle. “Well I’ll be. New accessory?”

Fluttershy nodded. “Rarity said it’d freshen up my look.” She held the hand with the bracelet against her chest and sighed. “But I think it’s a little too flashy for me.”

“Flashy? Nah, I think it looks pretty. I always said you could try things like that, and…”

His words turned into white noise in Fluttershy’s ears, while her gaze dropped to the floor. There it was again. That strange sense of provocation. She could feel how the guy was just looking for excuses to keep chatting her up.

Her hands clenched at her sides, fingers clinging to the fabric of her sweater. On any other day, she would have found an excuse to slip away by now. Most people in town knew her as a doormat, and they weren’t wrong. She shifted her weight on her feet back and forth, rubbing her wrist as she felt an odd tingle on her skin.

Just this once, she did not feel like running away. No, she wanted to put this to the test. ‘Confidence’ and ‘pride’, just like Rarity said.

The young man’s eyes grew wide as Fluttershy walked up to the register, giving him a warm smile. She leaned onto the counter with her elbows, resting her head on her hands, which kept the bracelet in plain view.

“Oh? Do you mean that?” she said in her innocent, singsong voice.

“Ah… ahem…” He leaned back, almost falling off his chair. “Yeah, it l-looks, uh… pretty?“

Fluttershy giggled, which was but a hint of the giddiness she felt inside. No, it was more than an innocent bit of fun. She could feel a warm, dirty sensation pooling deep within.

She was toying with him, and she enjoyed every moment of it.

“Mhm? Pretty. You said that already. Anything else?”

Now her voice carried a little edge, the cutesy tone feeling like it mocked the young man’s apparent desire for sweet-talk.

“It’s… eh-heh-heh… I… um… anything else I can get you?”

“I haven’t bought anything yet,” Fluttershy said. “Why don’t I take a look around?”

“S-Sure…”

She sauntered off to the shelves nearby, taking her time to pick out her items. She even hummed a little tune, doing her best to hold back a grin as she imagined the clerk’s reaction. By the time she returned with a basket that was half-full, the man was bracing himself on the desk, cheeks bright red.

“I think I’ll go with this. How much?”

“F-F-Fifteen b-bits…”

Fluttershy pouted. “Really? For this much? I know I’m a returning customer, but–”

“Ten! No, er… twenty-five? Eleven? I dunno, I think… uh…”

He kept babbling, unable to even produce words as she approached the register, and finally he just tapped in some negligible amount to ring her up. She gave him a warm smile and retrieved her purse, then proceeded to spend a good amount of time counting out coins on her palm.

The display left him mesmerized, making her reach out to take his hand, pull it closer, and turn it palm upwards. With the same delicate grace, she dropped her money into it, one coin at a time. Her fingers caressed his own before she finally let go. Whimpering, he didn’t even bother to check the cash and just dumped it all in the register, his eyes still fixed on her.

“Thank you so much,” Fluttershy said, waving at him. “See you around~”

Before she even reached the exit, she heard a series of rapid footsteps, followed by a door slamming shut behind her. Though faint, she could hear the telltale muffled groans, which made a mischievous giggle bubble up from within.

“One down,” she said, drumming her fingers on her bracelet. “Where to next~?”


It was late afternoon by the time Fluttershy returned home, sighing in relief as she entered the warm interior of her cottage. She set down her bags with a satisfied huff.

She was still riding on the high of her little ‘shopping spree’, fueled by her new approach toward ‘negotiation’. Even now, she couldn’t help but giggle as she thought back on the vendors’ reactions to her attitude. Most were just confused, enough to agree to a discount. Some were outright annoyed, which only encouraged her to act more mischievous. But the real treat was seeing those who clearly struggled - face all flushed, sometimes even breaking a sweat. Fluttershy squirmed with delight, caressing her bracelet as it set off another tingle in her wrist.

“Okay, enough for one day,” she whispered to herself. Perhaps some tea would help wash it all down. She went through the motions of preparing the kettle and picking out her favorite blend, and once she had a warm mug in her embrace, she settled into her armchair and tried to get comfortable.

Still, there was one thing she couldn’t get out of her mind. The sight of Applejack and Rainbow Dash in those outfits, sporting such curves and wearing such lustful expressions. Before it was shocking, but now she found it strangely alluring. A small part of her was even jealous – sure, she could turn heads today, but could she even compare to those massive, gorgeous ladies who made such a scene in the market?

She fidgeted in her seat, brow furrowing as she closed her eyes. Those two things just left her restless – visualizing her bimbofied friends, and more than that, the intense effect they had on everyone around them. Fluttershy bit her lip and rubbed her thighs together, now thinking about that clerk she had fooled around with. Oh, to be so powerful for once, where a mere glance at her would make someone weak at the knees. No need to be a ‘doormat’, and instead everyone else would be stumbling over their words and–

There was a gentle tap on the door. “Ugh!” Fluttershy grimaced and rolled her eyes. Such a perfect moment, and someone had to ruin it. She set her mug aside and got up, then had to take a few deep breaths. Okay, calm down, she thought. This isn’t like you. Just go and answer it. Won’t take all day.

She smiled and shook her head, then headed over to her door to open it. “Oh… Rarity?”

“Good afternoon again, darling~” The fashionista waved with a wide smile. “I hope you don’t mind, I thought I’d pay you a visit~”

“Not at all, but… Did you want something?”

Rarity gave a brief pause, looking her over. Instinctively, Fluttershy crossed her arms. “Mm… maybe I do~”

“I’ll have to prepare dinner soon, so…”

Rarity chuckled. “Oh, no need to be so tense. I just brought you some clothes.”

“New fashion line?” Fluttershy had to force herself not to let any sarcasm slip into her voice. Why am I so impatient? she thought. She’s my friend. It’s a friendly visit. I’ll have time later to think about… all of that.

“You could say that.” Rarity stepped through the doorway as her friend moved aside. “How did you like my gift?”

Fluttershy rubbed at her wrist. “It’s… nice. I think it doesn’t really fit me though.” She watched Rarity as she spoke. Not quite enough feedback to satisfy, it seemed. “I mean, I think it’s actually a little too big. See?” She waved her arm, making a show of the bracelet wiggling on it.

Rarity pouted, reaching out to wiggle and adjust the bracelet for a few moments. “Oh, that’s quite alright, darling. I can fix that.”

Fluttershy hung her head. So much for her bracelet-free plans.

“So, how was your day?” Rarity said.

“It was okay. Not much happened.”

It was Rarity’s turn to cross her arms. “Mhm.”

“What?”

“Not even at the store?” Rarity fluttered her eyelashes. “Goodness, it must have been quite a scene. Took them half an hour to open again.”

Fluttershy couldn’t help but smirk, the memory still quite vivid in her head. And even now, that temptation of mischief made her act ‘innocent’, no matter how obvious it all was. “I have no idea what you mean.” She could hardly suppress a giggle. “The place seemed fine when I was there.”

“Indeed. But I saw you leave looking very pleased about something. And the clerk looked like he was ready to faint.”

“Well, I did a bit of shopping. And I guess I talked to the clerk too.”

“Oh, I bet you did.”

The two of them shared a laugh, after which Fluttershy sighed deeply to compose herself. “Rarity, what’s going on? Our friends are acting strange, and now you’re… I mean, I think we should at least talk to them. Or Twilight.”

Rarity held up a hand. “All in good time,” she said. “But first!”

Fluttershy tensed up. Though every fiber of her being rejected the idea, she couldn’t help but feel an instinctive dread that her friend was not acting in good faith. Worse, she may have somehow been involved. But how in the world was that even possible?

Inside, Rarity was hardly any more relaxed as she circled the timid girl. It felt so wrong, outright evil, to do such a thing to a delicate flower like Fluttershy. Even now, as Rarity could sense all the subtle hints, all the promising details that let her know she could craft another masterpiece, she could tell that her friend showed earnest concern, and that she would never go out of her way to act uncouth.

Rarity took a deep breath. She had to tap into every contentious memory shared with her friend – insults, remarks, or just frustrating behavior in general – to gather the motivation for her plan. Not that she held a grudge, far from it, and the dear girl would always more than make up for her behavior. But each time, if only for a moment or so, Rarity could not help but fantasize about some form of retribution.

Her smile grew as that vile passion overcame her misgivings. Yes, why hesitate? Why back out now? Fluttershy may be delicate, but she was no weakling, and it would be unfair to always treat her as one. She certainly did not stutter when she insulted Rarity’s fashion career, oh no. She had some very important opinions about that dress she got. As a gift, no less!

Rarity felt filthy, right down to her very soul, for what she had set her mind on. Oh, she knew exactly what she would do. If Fluttershy wanted to be ‘fashionable’, Rarity would not hold back. After all, isn’t that what friends are for?

“Relax, darling. I promise I’ll explain everything. Now, how about those clothes?”

Fluttershy sighed. “Fine, but please, let’s take this seriously. I’m worried about our friends.”

“Of course, of course. Now, take everything off.”

The timid girl reached under her sweater to pull it over her head. The baggy fabric revealed a more form-fitting shirt underneath, though still a far cry from anything ‘skimpy’. Even so, Fluttershy already felt like she may as well be ‘naked’, and even this minor effort seemed a bit daunting.

Then again, once the cool air touched her now more exposed arms, there was a subtle thrill to the whole thing. She was thinking of Applejack and Rainbow Dash again, hugging her sweater against her chest, while a lovely little tingle passed over her spine. Curiously, it seemed to run along her arm, all the way up to her new bracelet. She just about forgot that it was there, and now it seemed to–

“Everything, darling.” Rarity’s voice snapped her out of her fantasy.

“Huh? Really?”

Rarity nodded, hand on her hip. “Everything. I promise, it will be an experience.”

Fluttershy sighed and handed her sweater into her friend’s waiting arms. She then pulled off her shirt and reached back to unhook her bra as well. It all went a bit faster now. While a timid girl, she was comfortable enough being naked in front of her friends. Rarity in particular had put her through enough ‘dress rehearsals’ to make it feel almost natural.

Instead, as she glanced in the nearby mirror, watching the cups of the bra expose her chest, she couldn’t help but think of the scene at the market earlier that day once more. The sight of her joyful friends, sporting such gargantuan assets. Unwittingly, she brought her hands up to her breasts, feeling up their comparatively modest size.

All of a sudden, she felt a strange need, if not outright envy. She tried to imagine what it must be like, to have such wonderful pillows against one’s chest, to hold their pleasant weight. Of course, she dismissed such thoughts as harmless fantasies. She couldn’t imagine letting a crowd see her like that.

“Enjoying the view?”

“Huh?” Fluttershy giggled. “Sorry. I was just… thinking about the market.”

“Mhm. It was quite a view, wasn’t it?”

“I guess. I don’t know, I still think something’s… strange.”

“Really? Because our friends assert themselves?” It was Rarity’s turn to giggle. “I don’t think you’re a stranger to that, dear~”

“I don’t think I’ve ever walked around like that before.”

“Come now, darling. Let’s not kid ourselves. You are marvelous when you drop the facade.”

Fluttershy frowned. “My… facade?”

“Of course.” Rarity set the clothes aside and turned back to her friend, still wearing that smug grin. “Did you already forget ‘New Fluttershy’?”

In a rare display, Fluttershy huffed and tried to put on an intimidating glare – though the effect was somewhat diminished by her trying to hug her naked upper half. “Well that wasn’t my fault. You and Pinkie had a hand in that, you know…”

“We gave you a little nudge, but we weren’t the ones to invent her.” Rarity held out her hand for the bra in Fluttershy’s own. The girl just held it tighter against herself instead.

“Either way, I don’t want to be New Fluttershy.”

“No, of course not. You want to be something better, don’t you?”

“Better?” Fluttershy tensed up as she watched her friend saunter right up to her. “Rarity, what do you–”

“I understand perfectly, my dear,” Rarity purred in Fluttershy’s ear, sliding up behind her. “I know why the bracelet wouldn’t fit. It’s all because we haven’t tried fitting the rest of you.”

Her hands gently but firmly pried the bra out of Fluttershy’s grip and let it fall to the floor.

“I know you’ve been longing for this. To feel what it’s like to have such a beautiful figure, and the confidence to flaunt it to the whole world.”

Fluttershy mumbled as she felt Rarity take her hands, gently lifting them to her chest.

“Wouldn’t it be lovely? To have those mounds of pleasure, all day long, waiting for you to pleasure yourself.”

Fluttershy couldn’t help but fantasize from all the words, making her feel the phantom weight of those mounds on her chest. She imagined the movement of her sweater tickling areolae that were further out than she was used to. A bounce with every step she took.

“Oh my…”

Rarity let out another chuckle, this one more impish than any before. “Well, darling, you are fortunate. I have just the thing to make your wish come true~”

The fashionista reached into her bag, retrieving a pair of large, round gemstones. They were quite the rare find, and would make a pretty penny were she to incorporate them into one of her dresses. But at this moment, she knew of a far more valuable design where she could make use of them. She whispered the incantation while clutching the gems in her hands, and she could barely hold back a chuckle as she felt the hard stone soften against her fingers.

“Now, turn around for me, darling~”

“Huh?” Fluttershy stared at the objects in her friend’s hands. “But… what are those for?”

“All in good time, my dear~”

“Y-You said that before…” Fluttershy tiptoed in place, then slowly turned around. Still, she couldn’t help but try and glance over her shoulder.

“Now now, no peeking!” Rarity said.

Fluttershy huffed again, turning her gaze downward. Amidst all of this, that weird tingling on her wrist just would not stop. She shook her arm a bit, but the sensation persisted. She frowned at the pink object wrapped around her wrist, which now looked like it had a faint glow.

With all the commotion, she completely forgot that she was still wearing it. One would think Rarity would have noticed? Either way, Fluttershy really wished she could take it off so it would stop distracting her, and–

She gasped. It was glowing. Like a row of dominoes, shocking details fell into place. The accessories she saw on her friends. Their dramatic changes. The glow in their eyes. The strange new urges she felt. A voice worming in her ear, trying to convince her to ‘see the bright side’.

Rarity.

Fluttershy let out a tiny squeak, feeling something cold and squishy touch her modest bust from either side. Looking down, quivering all over, she saw those shiny globes in Rarity’s hands pressed against the underside of her breasts. From up close, they looked positively enormous, way too big for whatever Rarity intended to do… and Fluttershy did not dare to consider what that might be.

The seamstress’ fingers made gentle squeezing motions, teasing her further, and Fluttershy could hear her friend whispering something.

“R-Rarity… what are you–”

She gasped as the cold sensation focused into a strong pinch, spread out on a thin line under her breasts. Her skin felt strange, like invisible fingers were tugging along its surface in opposite directions, attempting to stretch it. Rather than just pull taut, however, Fluttershy felt a ‘seam’ forming where she felt the pinch, pried open by that strange force. There was a faint, wet noise, and the sensation of a semi-solid substance pushing into her body. Her limbs locked up, and she let out a low whimper, eyes wide from the intense surge of pressure under her skin.

“Shh~” Rarity cooed. “Just relax, dear. It will only take a moment~”

She watched in horror as the globes began to shrink between Rarity’s fingers, letting her push them further into Fluttershy’s chest. For a moment, she could see her skin ripple and start to expand, after which her eyes rolled back from the intense pressure.

“O-Oh my g-goodness…”

It was maddening, like something out of a dream. At any moment, she expected to wake up, and this feeling in her chest was just some bizarre thing her mind came up with.

The squishy substance sank further and further into her breasts, lifting her flesh from underneath. It felt so dense and cold, though maybe that was just in contrast to her body heating up all around it. At every moment, she knew this should not be possible. That it went against any reasonable limit of her body. And yet, all it took was another bit of pressure from Rarity’s hands, and the globes traveled further in.

Fluttershy’s mind reeled at the implications. What in the world was Rarity up to? Did she intend to stuff her like some kind of doll? Make her burst like a balloon? It certainly felt like she had hit a breaking point multiple times, and yet the stretching would always just barely keep up, leaving her with an otherworldly sensation that intensified seemingly into infinity.

Through all the sensations bombarding her, she could faintly make out the large masses as they pushed past a threshold. Rather than struggle to fit through the opening, they were now forced deeper in as that odd ‘seam’ began to close behind them. The feeling of swelling and stretching reached all new highs, making the poor girl weak at the knees.

“There we are,” Rarity said. “Goodness, they turned out better than I could have hoped. I hope you enjoy them as much as I do, darling. They did cost a fortune.” She reached in to fondle her friend’s breasts, just as the squishy mass within them began to settle in. “Mmm… worth every single bit, if you ask me~”

Fluttershy whimpered as her body was awash with intense stimulation. She could feel them. A distinct, gooey, heavy mass held snugly within her sensitive flesh, pushing it up to form a pair of firm globes. Their shape made it impossible to hide that they were unnatural, and the slightest motion made them bounce and jiggle. Her skin, meanwhile, experienced a constant, indescribable strain. It was not unpleasant, quite the opposite, even as it made her think her mounds could burst at any moment.

“O-Ohh gosh…” She couldn’t handle this! How was this possible? And how could it feel so good? Her panic clashed with the pleasure signals flooding her nerves from all over her body, especially her chest.

With a bit of gentle nudging, Rarity turned the two of them toward the mirror again. Fluttershy gave a low whine, her mind reeling in anticipation of what she would see. That is, if she managed to focus at all. What had been a mere fantasy before, she now felt it in vivid detail. She could even pinch herself and not wake up, though a more gentle squeeze turned out to be far more rewarding.

Fluttershy’s cheeks burned as her eyes beheld those giant orbs. Even her nipples looked bigger, like a pair of dark ‘islands’ on the bright celestial phenomena on her chest. She couldn’t imagine walking down the street without being noticed. And what would they think? Would they say…

“Fake,” Rarity said. “Just like you are, darling. A fake little damsel, under which you are hiding your true passion: being a seductive, spoiled, insidious whore.”

Rarity let the words spill out, her tone sinking toward insidious depths the more she spoke. She felt filthy. Absolutely vile. The fires of Tartarus consumed what was left of her conscience.

Was it cruel? Oh yes.

Would she regret it? Most certainly.

Was it too fun to pass up? Definitely.

And besides, Fluttershy was plenty strong enough to take this in stride. Why, she had no trouble conjuring up personalities that one time. Could anyone even know who the real Fluttershy was? Rarity certainly did not, but right now, she did not mind either. No, she was having the time of her life.

Her words clearly had an effect on Fluttershy. At first, her expression was that of horror, no doubt from hearing such vulgar things from her dear friend. But once those little nudges sent the girl’s mind down the tainted path, there was no turning back.

She stared at herself in the mirror, noticing the bright glow of the bracelet again. It was all too clear now, but like an avalanche, it was already too late to stop. She could feel Rarity’s magic and desires envelop her, seeping in and coating her all over, eager to mold her.

A warm surge passed through her body, slowly pooling within her chest and rear. Moments later, both began to expand right before her eyes. She gasped and groaned, feeling her hips become wider against a narrowing waist. Her breasts ballooned further outward, forming perfect orbs that none could ignore, least of all herself. Even now, Rarity’s words echoed in her mind. Fake. And as harsh as the word sounded, she felt a strange, enticing surge of pleasure as the thought lingered in her head.

She moaned as an intense tingling ran over her skin. She could see her natural tan darken slightly further, while specific regions began to lighten, both sensations feeling ecstatic. Soon enough, she had prominent tan lines around her hips, while her midriff and chest became pale flesh.

She squeaked as a faint tickle and pinch met her side, and as she wriggled in place, she revealed a trio of yellow butterflies now stamped on her hips. Rarity hummed with delight and reached down to caress Fluttershy’s bare thighs, which set off another wave of tingling. Looking down, she noticed the very substance of her skin had altered as well, becoming glossy smooth.

Just like a doll.

Dirty ideas and thoughts kept pressing against the walls of her mind. She knew where they came from, feeling a bit upset at their presence, but the waves of pleasure had already weakened her fortitude. She had a hard time telling apart her own thoughts from all the scandalous influences which dragged her into the depths. More and more, she grew familiar with the ‘role’ intended for her, and her mind gradually embraced it.

Fluttershy let out a low groan, catching a hint of pink appear in her eyes before they slipped shut. The last of her dread was washed away, and she let herself sink into bliss. The ‘waves’ changing her now moved unrestrained, flooding her with pleasure as they rushed all over her body. She pursed her lips, feeling pressure build under them, while a gentle but insistent squeeze spread to her cheeks. Her mind was flooded with fantasies – or were they memories? – of the dirty deeds her mouth was tailored to perform.

She felt a tug on her hair, the locks slowly rearranging themselves. Something weaved between them, and the feel of her strands became different as they brushed against her bare skin. Little tickles and pinches came and went on her face, around and over her eyes and her lips. She felt a brief snap on each of her ears, followed by a weight that felt oh-so-familiar.

Once the sensations faded, she slowly opened her eyes, staring into big pink pools surrounded by gorgeous, long lashes. Her luscious, fat pink lips seemed to pull her whole face into a permanent slutty pout, giving her an expression of lustful bliss. Her hair and skin were glossy and perfectly smooth, blatantly supernatural, the bright pink locks having an almost ‘synthetic’ feel. It was arranged into a large ponytail behind her back, with a large bang left to decorate her from the front.

Her hands came up, the tips of her fingers now enhanced with long pink nails, perfect to tickle and pinch herself. And she made sure to explore every inch, now that there was so much ‘ground’ to cover. Her chest, in particular, hosted magnificent orbs that seemed to defy gravity – though the moment she merely twitched, she could feel that electrifying tension that held that mass so proudly.

She moaned, squeezing her chest from either side. Her fingers sank into the firm orbs, making her aware of the substance that filled them from within. It felt all the more intense and thrilling. Fluttershy vaguely remembered what went through her mind before. Now there was a lot less going on. Less to distract her, that is. It was so much more pleasant to just focus on the pleasure in her body.

Only one thought remained clear. In fact, it fueled her lust. Before, she was jealous of her friends’ ‘new developments’ and all the attention they got. Now her fantasies were all around and even inside her, and a world of pleasure waited for her to explore it.

While Fluttershy moaned and fondled herself, Rarity did her best to keep up. She cooed to her friend, gently prying her hands away for just long enough to get her to slip into her new clothes. Gone were any bulky sweaters, pants, and especially the crocs. After a bit of nudging and tugging, she now wore a stretchy pair of green leggings that formed a ‘second skin’ over her legs, coupled with pink heels to give her the perfect hip-swaying gait. Her panties were carefully selected, with straps so thin they may as well be non-existent – and most importantly, not at all hiding the tan lines.

Little of her upper half was left to imagination – just a white shirt that barely stretched halfway over the newly-formed bimbo’s huge tits. And for good measure, Rarity even put ‘FAKE’ in big bold letters right across Fluttershy’s chest. Would be a shame if anyone had any doubt.

Fluttershy seemed to agree, giving a coo of delight as she stared at her reflection. She turned left and right, checking herself from every angle, her hands constantly fondling and groping herself through the fabrics. Already, Rarity could barely contain herself, hearing those delectable vapid squeals of pleasure.

“Mmm… omigawsh, Rarity!” Fluttershy giggled and bounced on her feet. “I love these so much~”

Rarity bit a finger to compose herself. “You do? Ahem… I’m really glad. Only the best for my friends~”

“Mmhmm.” Fluttershy just kept staring at the mirror, smirking with satisfaction as she bounced her boobs in her hands. “I never thought I could handle fake tits, but these are totally my style.” Even her speech had shifted slightly – having quite a bit more attitude, to put it mildly. “And I was afraid that, like, you wouldn’t know what’s trendy anymore.”

“Never have any doubt, darling.” Rarity paused, her smile fading. “Wait… what’s that about being trendy?” She turned to her friend, and her frown turned into a look of panic as she watched the bimbo advance upon her. It only just dawned on her how massive Fluttershy had become, especially with the heels, making her tower over the more modestly-proportioned seamstress.

“All those dresses and galas and stuff… finally you get me something really sexy.” Fluttershy brought up her hands to caress Rarity’s cheeks and began kissing along her neck. “Mm, I wanna just eat you up~”

The playful gesture was a lot less innocent than it seemed. The verbal quips made Rarity want to lash out, but instead she was ready to melt in the bimbo’s embrace, mumbling incoherently between big wet smooches on her cheeks and lips.

She was losing control rapidly. Where before she held Fluttershy like a delicate flower, now she found herself struggling as the bimbo kept gripping her wrists and wrapping strong arms and legs around her. And the moment Rarity tried to struggle, she’d get another kiss or a sneaky caress in a place she did not expect, throwing off her focus.

“Maybe one day you won’t dress as a retired schoolteacher,” Fluttershy said. A long-nailed finger slipped in through the front of Rarity’s pants, seeking the right spot between her thighs. “You could, like, learn to live a little~” Her girly voice had the most vile, insidious undertone. ‘New Fluttershy’ could not hold a candle to her.

Rarity whined, hardly able to form words, let alone a retort. Another finger wormed its way under her pants from around the back, trailing between her modest butt cheeks before it dug in, just as she finally managed to blurt out a response.

“...you bitch!

Fluttershy pulled Rarity into another deep kiss, chewing on her tongue while her arms squeezed the lithe body of the fashionista into her huge mounds. She held Rarity there, tasting her desperate moans and feeling her squirm. Just before Rarity was about to collapse, Fluttershy broke the kiss and leaned back with a triumphant giggle.

“You know it!”

Rarity could not keep up any longer. Somewhere along the way, the world had turned upside down. Did she tumble over a chair? Or was this a bed? One of the animals’ cots? Her legs flailed before she felt those vicious hands pry them apart. A warm breath washed over the insides of her thighs. She heard her own voice pleading for mercy before something soft and wet pressed into her most sensitive spot.

It was a good thing the cottage was on the edge of town. Otherwise, many would be left to wonder what ‘wounded animal’ produced such sounds throughout the evening.


“Good afternoon,” the clerk muttered. He didn’t bother to look up. “How can I help you today?”

“Hiii~”

The voice made him twitch, and he slowly lifted his gaze. The newspaper fell out of his hands. “Oh… oh…

The girl in front of him giggled at his reaction, and she lifted her arm, showing off her bright pink bracelet. “See my new knickknacks? It’s like, totally me. It goes super well with these titties Rarity bought me. She just loves to spoil her little slut.”

She bounced on her feet, making her large orbs jiggle for emphasis, and she cupped them from below with a moan of pleasure. The clerk’s eyes followed every motion, and he toppled over on his chair.

Meanwhile, Rarity stopped mid-yawn as Fluttershy’s words finally got through the haze of fatigue in her head, and she quickly approached the bimbo from behind, gently tapping her shoulder.

“Eh-heh-heh, um… Fluttershy darling? Perhaps we should show a bit of decency?”

“Okay, okay.” Fluttershy rolled her eyes and blew a kiss at the clerk. “You stay right there, little guy~” While playful on the surface, the gesture was more like a taunt, as though the ‘bubbly-brained’ girl were all too aware that she had the hapless young man wrapped around her finger.

Rarity quickly dragged her friend away, lest she get any further ideas. In her haste, she lost track of her surroundings and pushed the big bimbo breasts-first into another shopper. The woman nearly fell over, dropping her bags along the way, and she immediately began to curse at the duo.

Fluttershy brought up a finger against her thick lower lip. “Oopsie, hehe. Didn’t see ya there~” From the sound of it, she didn’t really care either.

“Watch where you’re going you… you… hrmph!”

“What?” Fluttershy stuck out her tongue, and she lifted her arms over her head in a drawn-out stretch, making her chest stand out even more. “You don’t like how fake I look? Who cares what you think?”

Panicking, Rarity quickly stepped between them, doing her best to explain things to the infuriated customer. Fluttershy did not seem to pick up on this, or perhaps she didn’t care, and just took the opportunity to fondle Rarity from behind, which made the peacekeeping effort all the more difficult. Fortunately, the woman seemed uninterested in Rarity’s excuses and simply stormed off.

“Fluttershy!” Rarity snapped. “You can not talk to people like that!”

In lieu of a reply, Fluttershy just pinched Rarity’s nipples through her blouse, and she giggled as the seamstress had to bite her tongue to avoid making an unladylike sound. She quickly wrestled free of the embrace and proceeded to drag Fluttershy among the shelves, hoping to get her shopping done before the next ‘incident’.

It was not an easy task. She only had a minute to browse freely before they descended into another round of tickling and fondling. The tall bimbo was insatiable, and Rarity counted her blessings that Fluttershy had not asserted her superior strength yet. Eventually, they made it back to the counter, bags in hand, and Rarity took a few deep breaths to compose herself, asking the clerk to ring them up.

“Aww~” Fluttershy’s big lips formed into a mind-melting pout, and she held up her own bag. “I mean, like, I was gonna offer a blowie for these. But you look like you won’t last three seconds.” She winked at the young man, then turned to Rarity. “What if I, like, did your shopping too?”

Rarity gasped. “Fluttershy, for heaven’s sake!”

“Whaaat?” Fluttershy stuck her tongue out. “Do you mean, like, you wanna go first?”

“Goodness, no!” Rarity’s eyes darted between her friend and the clerk, the latter of whom seemed just as overwhelmed as herself. He glanced at Rarity and held up his hands, his eyes already pleading for help.

The plastic bimbo giggled and licked her lips. “Don’t worry, old lady. You just go and, like, take a nap or something. I won’t take long~”

She sauntered around the counter, towering over the clerk as he mumbled incoherently. She pressed a long-nailed finger into his chest, pushing him back on his swivel chair until he was pinned against the wall. His legs trembled as she gently spread them apart, and she descended to her knees, cooing to him to ‘relax’, though she clearly enjoyed all of his squirming.

Rarity’s reflexes took over, and she rushed to the entrance to slam the doors shut. Her cheeks burned as she heard the first of the clerk’s desperate moans, combined with a rhythmic, wet smacking noise. Oh, this was going to be such a scandal. An absolute nightmare. The whole town would be up in arms!

And yet, underneath Rarity’s rational thoughts condemning her behavior, she felt a most vulgar thrill in her whole being. Fluttershy’s suggestion echoed in her head, forming lewd images in her mind’s eye, and a wave of warmth formed between Rarity’s legs, sliding right into her belly.

She looked out the glass, watching customers as they approached the entrance. Grinning, she turned the lock and flipped the sign to ‘CLOSED’.

Yes, a scandal it shall be…