Macro Mare Modeling Agency

by Blobskin

Rating: mature
Tags: Sex, Original Character, My Little Pony: Friendship is Magic, Fetish, Changelings, Porn
Length: 4979

Upscale is a photographer, Rose is his star, together they're going to take pictures of giant mares!

Upscale is a unicorn photographer with a macrophilia fetish and he intends to make it big in the porn world. Helping him bring his dreams into reality is a changeling who simply calls herself Rose. With his camera and growth spell, and her transformation abilities, can they make macro pony pictures that captivate the world? Or will their partnership go down in the flames of failure and embarrassment?

This is a story by an adult for adults. Consider yourself officially warned. Enjoy.

Published 2021-07-06 23:50:01 UTC
Last updated 2021-11-27 04:31:48 UTC

Chapter 1a: Deal With The Devil [v 3]

Version: 3
Contains: nothing

The unicorn appeared as generic as they come. Tan coat and messy dark mane. A bit on the short side and clearly miserable as he stumbled into the tavern. Not many ponies came to the Screaming Goat at this hour. Too late for breakfast, too early for lunch. Not many ponies came to the Screaming Goat at this hour to order the strongest drink they had. The earth pony who owned the tavern, Steel Tack, blinked at the stallion. Yup, he was definitely a pony at the end of his rope. One large foaming ale coming right up.

Upscale chugged his drink as soon as it was plopped in front of him. He didn't even bother offering a thanks. He just seized the wooden mug and started gulping. It tasted okay, but it burned his throat. Strings of foam ran past his lips and dripped down his neck. He didn't notice. The mug clacked as he practically dropped it back on the counter. Resting on an elbow, the unicorn nearly smacked his muzzle on it next. His wild mane drooped over his face.

Steel Tack left him alone to wash dishes from the morning's breakfast rush. Other than him, there was only one other pony in the tavern. A mare who eyed Upscale curiously and pitifully. She approached him.

"This seat taken?"

Upscale glanced back. The mare was cute. Another unicorn. White coat and blood red mane. Black freckles. "Nah," he honked lazily.

The mare sat next to him while keeping her kind eyes trained on his. "My name is Rose. What's yours?"

Rose? That had to be the fakest name he'd ever heard. Peeking lower he spied her cutie mark. He blinked. It was a rose. Maybe it wasn't a fake name.

"Name's Upscale."

She smiled sadly. "So, why are you drinking this early in the day? That's more of a nighttime beverage you know."

Upscale tilted his mug, measuring the remaining drink by the height of the foam. "Isn't it obvious?" he asked bitterly. "I'm drinking away my failures."

The mare sighed. "You know, that doesn't really work. Your problems will still be there after the alcohol is done with you. Usually even worse than before too."

He growled. "It makes me feel better though."

She chuckled dryly at that. "What's wrong? Maybe I can help."

"What are you, a therapist?" he huffed.

"Kind of," she chirped.

Upscale quirked a brow at this Rose. The tavern master was still washing dishes and seemed utterly uninterested in the pair. "Do you work here?"

"Sort of," was her curt reply.

Upscale eyed her suspiciously for a moment as his brain worked. "Do you really care?"

"I care about everypony. Mostly the stallions though."

His eyes lit up with understanding. "You're a prostitute."

She snorted and rolled her eyes. "I never liked that term."

This time it was Upscale who chuckled dryly. "I know that feeling."

Rose's head tilted. "So why are you here? What happened?"

Upscale stared into his drink. Then he groaned in frustration. "My dream died."

"Every stallion who tries to drown himself in alcohol says that."

Upscale scoffed. "Yeah, well, that's what happened. I worked hard, saved my bits, tried to make it happen, and now it's dead!"

Rose glared at him. "Be more specific. What were you trying to do? What went wrong?"

Upscale sat up straight and licked his lips. Taking a deep breath he began to explain. "My special talent allows me to cast a growth spell on others. I can make giant ponies."

That was a unique talent. Rose glanced at his cutie mark. It was rather abstract. Just three slightly overlapping circles each a bit bigger than the previous. "Okay," she said, urging him to continue.

"I dreamed of a special kind of photography. Giant photography. Massive mares in sexy lingerie. The camera always pointed up their towering legs." Upscale's eyes turned dreamy, drifting toward the ceiling as he imagined it.

Rose blushed. "That certainly is a... unique fantasy," she admitted.

"I used all my savings to buy a good camera and place some ads. I just needed a model to get started." His expression turned dark and angry. "And not a mare in Canterlot is interested. So the dream is dead and I'm ruined."

Rose could feel the pain running off him. She placed a hoof on his shoulder as she tried to comfort him. "Maybe you're just going about this wrong."

"I know what I screwed up," he bit back. "The whole concept just doesn't have a place in this world."

"Why wouldn't it work? Is it because you're an unknown?" She was trying to avoid calling his dream strange. He'd probably gotten enough of that already.

He laughed. "That too, I guess. But there's more to it. What I'm really looking for doesn't exist. I need a hybrid of a model and a porn star."

"Okay, now I'm confused. Is there a difference between a model and a porn star?"

He laughed again. "Oh yes, a big one." At her continued confusion he went on. "A model is all about the clothing. The brand. She is a symbol of style and fashion. She has fame. But a porn star is all about her body. Her pose and what she isn't wearing. She has fans, but is hated by the world. A whore who sells her body rather than the clothes. Also, models are known beyond their fan base, but porn stars tend to have a shield of anonymity when they're in public. You don't know who they are unless you go looking for them. By then, you're probably a fan of that kind of thing anyway."

"Okay, I'm following so far," Rose encouraged. "How is your photography different though?"

"Let me answer that with a question. Where would you go to take pictures of a macro sized mare?"

Rose simply shook her head.

"Outside," Upscale said simply. "Porn stars always work indoors. On a set. Part of the anonymity of their work. But the only studio big enough to work with a giant pony is outside. Add to that the trouble of getting clothing that big and most of the shots are going to be of them nude and--"

"Wait," Rose cut it. "Why would it be hard to get your models clothes? Can't you grow--"

"Nope."

Rose stared. "You can't grow their clothes?"

"My talent only works on another's living body. Anything they're wearing would simply be shredded as they grew."

Rose slumped. "So you'd have to make clothing at scale."

"Expensive," he retorted. "Occasionally that might work, if we could get some sponsors. But for the first year at least, my model is going to be nude. And big. And outside. Where everypony in the area can look up at their... well, you know."

Upscale took a second big gulp of ale as his problem began to settle in Rose's mind.

Then he added more fuel to the disaster fire. "Any mare who works for me is going to be well known. Anywhere we go to do a shoot she's going to be big and attract an audience right there. Everypony is going to be looking up between her legs. All the notoriety of a super model and all of the shame of a porn star. Who wants that job?" Then he went for a third gulp of ale.

Rose felt like she had just been kicked by a mule. Her eyes lit up with excitement and an idea of her own. "What about a changeling?"

Upscale choked on his ale, coughing up a mouthful and beating on his chest several times. "Are you nuts!?" he barked.

"Changelings feed on love, right? For them, porn and modeling must be really attractive jobs. And they could obscure their identity after a shoot if they really needed to."

Upscale stared at her for a moment. "So?"

"And you'd only need one model. As a changeling, they could look like any other mare you could ever want or need for your shoots. No worrying about getting other models."

"Well... yeah, that would be extra nice. There's just one small detail you seem to be overlooking."

"What's that?" she asked innocently.

He leaned in and hissed. "Changelings are criminals. Did you forget they stormed the capital only three months ago?"

She blushed and looked away. "Yeah, I know. The guard hunt them constantly."

He rolled his eyes. "Why would you even suggest that?"

"Because I know where to find one."

Upscale was about to take another swig of his drink, but froze. His neck creaked as he turned towards her. "You do? That's impossible."

She grinned slyly at him. "I think... I think I have an offer to make you Mr. Upscale."

His eyes were the size of saucers. There was no way. It couldn't be! Was his dream about to be salvaged at the last moment? "Are you a...?"

Rose's horn flashed green, vanishing for a moment. Then there was another green flash and her horn was back. She smirked. "Do we have a deal, Mr. Upscale?"

He continued to stare. Then he gave the surrounding tavern a quick glance. At some point the owner had snuck away and left them alone. He turned back to her and bit his lip. "You'd work with me?"

"Mr. Upscale, will you keep my secret?"

The stallion hesitated for a moment. Then swallowed. "You're a changeling. You're willing to be my model? To be grown to giant sizes and have pictures taken to publish and sell?"

"And save your dream," she added.

Upscale was not a criminal. Definitely a pervert, but he wasn't a criminal. Equestria wanted changelings out of the country. Period. If he worked with Rose he'd have to keep her true identity to himself. Could he betray his country like that?

"A trade. Your fantasy for my secret. What do you say?"

Realization shot through Upscale. She'd worked in this tavern as a prostitute and some kind of therapist to get love. To feed herself. Now she was latching on to his crazy idea because it had potential for her. Love in the form of lust wherever she went. A porn star everypony knew as soon as they saw her. She wasn't just doing this to be nice. It really was an exchange. A classic deal with the devil.

He grit his teeth. This was the last chance for his dream. And what a last chance it was. If he could trust her not to empty his soul like a juice box and disappear into the night, a changeling model was the wet dream of every photographer ever. Their shapeshifting powers could make any fantasy a reality. And here was a changeling, who seemed nice enough, offering him access to her powers. Her one-of-a-kind powers. That any other artist would kill for.

That evil smile she was wearing made him uncomfortable though.

"You're not going to... do anything to me, are you?"

"Other than get you hard during shooting?" she asked with a touch of sass.

For the first time since they started talking, he blushed. "And you're okay with me ogling you?"

She snorted. "I already sell my body here on a regular basis. If you only want to look, that's fine with me."

His ears shot up. "You mean we could... you'd let me with you?"

Rose hummed. "You have to pay for my services, and if I become a bit of a celebrity in the near future, those prices might just be going up soon."

Upscale groaned. "You'd be working for me though."

She giggled. "Really? The only terms of my employment were haggling over is whether you get free sex?"

He stuttered. "Well it's better to negotiate that than whether I should turn you in."

"And lose your dream. Forever." Her confident grin only seemed to deepen.

Upscale tensed. She was right. His voice quivered as he replied. "What do you want?"

Rose giggled again. "Half the profits, and in exchange, I'll be an obedient model who will sleep with you whenever you need it."

Upscale was about to object. Half the profits was insane. But she had him cornered. His dream needed her, working with her made him a criminal, and he couldn't deny it had been a while since he had sex. With a sigh, he relented. "You have a deal, Miss Rose. I'll keep your secret if you'll pose for me."

Her smile dropped its sinister quality, becoming genuine and friendly as she offered a hoof to shake. "Great! I can't wait to get started." Then she suddenly turned nervous. "Though I think you should know one thing: I've never modeled before. I think I'm going to need some guidance on that."

"Sure... partner," Upscale said hesitantly as they shook hooves.

Author's Note

*Behind the Scenes*

This story is HEAVILY inspired by a series of macro pony pictures by NCMares. However, after reviewing his gallery on deviantart... I'm not seeing the pictures I have in my archive from years ago attributed to him. I don't know what to make of that. Anyway, the three are of Fluttershy, Rarity, and Applejack posing as macros in some pretty sexy lingerie for Photo Finish. Though I have deviated from the story of those images in 3 ways.

1) No Photo Finish. I did not want to deal with her character. Her personality, as seen in the show, was just annoying. Ripping my own eyes out with a spoon would be preferable to working with her for any length of time. So I decided to go with an OC who would also supply the growth spell. Which was convenient because I want to keep the cast of characters in the story as low as possible. I did not need a powerful unicorn mage like Twilight herself to explain how Upscale was making his models giant. He just does it himself. Which sort of makes sense, it is the dream of a pony growing up that shapes their cutie mark and talent.

2) No mane 6. I have plans in that regard, but I didn't want to limit myself to the cast of the show. I want to give myself as much wiggle room as possible.

3) A changeling as the model. How do you keep your cast of characters as tight as possible while also giving yourself the room to place ANY pony you could ever want as the macro? A changeling, duh.

This introduction went through a major change before arriving in its current form. In the first version I tried to have "Rose" (if that is her real name which I honestly haven't decided yet) keep her changeling identity a secret from Upscale. Then I realized I really needed her to reveal it. If she doesn't, how can Upscale make use of her transformation powers to get pictures of other macro mares? Secondly, by revealing it, she makes him a co-conspirator. He needs her to get his business started, but once it does, he can't turn her in without admitting he helped her. He's effectively locked into their partnership.

I hope that made sense in the story itself and that this re-explanation wasn't actually necessary. I also hope that Upscale's emotional tug-of-war comes across in the story. He NEEDS her, but is also afraid of her. Though, this isn't a story about two business partners waiting to stab each other in the back (Rose draining him or Upscale turning her in). This is the story of their cooperation. The mistakes and struggles and whatnot. This is a fetish story first and foremost. And no, my long-term plans for this work are very limited. That's why I'm trying to give myself lots of wiggle room. Don't want to box myself in later.

Chapter 1b: Negotiating [v 1]

Version: 1
Contains: nothing

Upscale watched curiously as Rose worked her way through a plate of eggs, a bread roll, and a small pile of raw sunflower seeds. Not that it was an entirely unusual breakfast, but that was just it. He knew she was a changeling and everypony knew changelings ate love, sucking it out of clueless ponies like mosquitoes. So why was she eating such a normal breakfast? His staring did not go unnoticed. Probably because he wasn't touching anything on his own plate in the meantime.

"What?" Rose asked innocently.

"You're eating."

She blinked, her eyes narrowing in confusion. "Yes. Why aren't you?"

"But," he babbled, "why are you eating?"

She glanced around the Screaming Goat which was currently experiencing the breakfast rush. It was filled with ponies all loudly talking over each other. Laughter from the corner turned some eyes and ears. Rose leaned forward and spoke quietly.

"Changelings have to eat physical food too."

"Huh?" Upscale honked. Weird. He'd never heard that before. "You have to?"

She hummed confirmation. "Physical food for the body, mental food for the mind. If we don't feed on love, or other positive emotions, we slowly go insane." Her explanation was quick, to the point, and sounded a bit rehearsed. Like it was old news that had been repeated a million times. With that Rose returned to her breakfast. Likewise, Upscale looked down at his own and lazily poked his cooling eggs.

After shaking on their deal yesterday, Upscale had slunk back to his apartment to think about what it was he had just agreed to. Rumors of what changelings could do were rampant, but they all agreed to three things: they were shapeshifters, masters of deception, and love gave them power. Love wasn't just food for them, it was the source of their strength. At least that was the rumor. Upscale had studied his ceiling for hours weighing what that might mean for his partner Rose. Assuming his pictures gained popularity and Rose was propelled to stardom, what would all that "love" do to her? Would he effectively be making a monster?

However, her dismissive explanation just now gave him a touch of hope. Maybe it was just a rumor. Love to a changeling might just be a second necessary type of food. And eating more didn't make you stronger, it made you fat. Why wouldn't the same apply to changelings and their love diet? But if that were true, why did Rose seem so determined to be his model?

It was impossible to guess her motives. To guarantee a feast whenever she wanted? To acquire tremendous power? Heck, maybe she just dreamed of being famous. Upscale considered simply asking, but she would obviously lie if her intentions were indeed bad. So there was no way to be certain he wasn't creating Equestria's next big villain.

All so he could have some massive ass to drool over.

He sighed as he continued his meal with Rose, giving up the mental war. This was all speculation anyway. There was always the possibility his fetish wouldn't take off. That Rose and him would never be more than that weird duo who's pictures inevitably came at the back of the magazine, when every stallion had already spent his load.

But at least with Rose he had hope and a chance.

She finished off her breakfast by downing an entire glass of orange juice in one go. She gasped in satisfaction then smiled at her male companion. "So when do we get started?"

Upscale paused, fork midway to his open mouth. She was even more eager than he expected. "We need to shoot sometime within the next four days. So, as soon as you can get some time off."

Rose seemed a little puzzled by that. "I set my own schedule. I'm available at any time."

Upscale blinked at her. "What about your boss? Did you warn him about this?"

Now Rose was staring. "Boss?"

The stallion gestured with his muzzle to the bar where a large gray earth pony was collecting a pegasi's bits in return for a plate of something steaming.

Rose snorted with amusement. "Steel Tack isn't my boss. He just doesn't care as long as the rooms are paid for and clean when my business is done."

"Oh. So are you ready to go, say, tomorrow?"

Rose couldn't help it. Her excitement flared. "Why not now? Go get the camera, make me big, and start snapping some shots right here!"

Upscale quickly waved his hooves as though trying to disperse her enthusiasm. "Whoa there girl, slow down. We don't have the bits for something that wild yet."

The fire would not be quelled so easily. "I thought you shot photos to make money. Why would it cost you?"

He grunted and rolled his eyes. "Permits. We can't do any shooting inside a town or city, at least of the macro kind, without permits. Roads would have to be blocked, traffic diverted. Big ponies have big hooves. Someone could get hurt and the authorities would probably not appreciate the sudden appearance of a giant mare in the city in various sexual poses. They need a warning first."

Rose began to feel the rush sink into disappointment. No looming over little city ponies today. "How long will it take us to get there?"

"To shooting with skyscrapers behind you?" He rubbed his chin in thought. "Several months at least. Assuming we get good pay and a steady rise in notoriety every week..." he droned off.

Rose whined. "Oh come on. Let's just go for it."

Upscale scoffed, but a smirk began to form on his muzzle. Her energy was starting to rub off on him. "Believe me, I'd love to set you loose. But I have two good reasons we can't."

"Why?" she demanded with a grumble.

"First, getting unwanted attention from authority types would be bad for both of us. If we break the law or get wrapped up in a lawsuit, and somepony starts digging, they might find out about you."

Rose's ears snapped to the sides of her head and she frowned. She was immediately calm. "That... is a very good reason."

"Second, you need practice being a giant. I know the idea of being big is really cool and all, but I know what can happen if I blow you up too much too fast."

Her head tilted at that. "What could happen?"

"Collateral damage." The seriousness of his tone and face made Rose shift uncomfortably in her seat.

"How do you know that?"

"Experience."

"How bad?" she dared to ask.

He sighed, then looked her in the eye. "Rose, I don't want to crush your spirit, but take this seriously. Please. My power is dangerous. It is incredibly easy to... hurt somebody with it. Do you understand?"

Rose liked to fool around. If changelings had had special talents her real cutie mark probably would have had something to do with teasing or practical jokes. The bedroom was her favorite place in the world for a reason. But she was mature enough to know when it was time to put the games away.

Rose nodded solemnly. "I understand Upscale."

He nodded in return. "Please don't get upset. This is supposed to be fun and I'm hoping we can really... do stuff together, you know?" he implied shyly. "But while we're playing around, we have to be careful. When I make you giant you will become MUCH stronger. Rose, at the larger sizes I can get you to, even walking will tear up roads and shatter windows. Our fun could leave others miserable, even ruin their lives."

The mare's gaze fell to the empty plate in front of her. "Mr. Upscale. As a changeling, I get my love by pleasing stallions. Whether that's kinky sex, a relaxing massage, or just listening to their thoughts. I make others feel good. It's what I do." She lifted her head. "I promise I won't abuse your spell."

Upscale thought about that for a while. The breakfast crowd began to clear out. Ponies were going to work. Still the two sat there, taking each other's measure. Then he bowed his head to her in acknowledgment.

"Okay," he muttered. Then Upscale said it again louder and while tapping the table. "Okay, that settles that. Tomorrow we go to our first shoot."

Rose watched as a delicate smile began to form on his lips. It made her smile back.

"Oh!" he suddenly yelped. "Who are you going to be?"

Rose was caught by surprise. "What?"

He pressed. "Are you going as 'Rose' or are you going to make a new identity?"

"Oh," she chuckled. "I thought about that a lot and I think it'd be best to stay 'Rose'."

Upscale squinted at her as though trying to read her mind. Then he shrugged. "Okay. I guess we can get into alternate identities some other time. Anyway, that means I should probably get red yarn to match your mane. No, that might blend too much. Maybe a green scarf would match your eyes..." his voice petered off.

Rose's ears perked and realization dawned on her. "So where should we meet and what is the first shoot going to be like? And what scarf?"

Upscale went wide-eyed. Then face-hoofed. "Sorry. For the first shoot we should probably meet here then head to the train station. We're going to the fields around Canterlot. There's this nice little spot with a tree by a fence, it'll be perfect. Away from anything we might be afraid of damaging, yet still a structure to help see scale in the pictures."

"And the scarf?"

He grinned. "The only clothing you're going to have. Cheap, easy to make, easy to scale, easy to play with."

Rose quirked a brow at that. "Wait, you're going to make it yourself?"

"Yeah," he said simply.

"You can sew?"

"Knit."

"Why?"

"When I was a colt I didn't know if I wanted to be a fashion designer or a photographer, so I picked up skills for both," he justified defensively.

"You're going to knit me a scarf?" she smirked.

"A big scarf. That you're going to hide your privates with," he stated matter-of-factly.

A bright red blush lit up Rose's entire face. She was not prepared for a comeback of that level from this pony. "You can't just say that," she hissed.

Upscale beamed, proud he could make her squirm. "Tomorrow I'm going to take pictures of your giant pussy. So go ahead and make fun of my knitting."

Author's Note

*Behind the Scenes*

This chapter was brutal. I have never spent so much time typing and ended up with so few words. I could not for the life of me get the dialog right. Like, I originally had Rose go on this long pointless explanation of how changeling biology is different from pony biology when Upscale asked her about eating. I just cut all that crap. Like, what? Is she a doctor? How does she know all this stuff? She is supposed to be just an average changeling, would the average pony be able to give you a complete medical breakdown of the digestive system?

I got to admit I might have jumped too early when I published the intro. I hadn't really given too much thought to who these characters were going to be, so I suddenly had to figure it out. For starters: I had to decide if this story was going to lean more serious or more silly. Both have their pros and cons. If the story is more serious, I can play with the physics of scale and the dangers therein, something I am personally passionate about. I find science interesting. But if I go for a whimsical tone, the story is more fun and it's easier to throw ridiculous sex games in.

I decided I wanted a story that leans slightly more serious. Leave the wild fun sex to short stories and one-shots. Long running stories should explore character and conflict more. Not that there won't be fun in this story of course.

With that settled it was time to nail who my characters were going to really be.

Inspiration for Upscale came from a story called Integration by Hetzer. Not an MLP story, you can find it on furaffinity.net if you care. The main character of that story is a young traumatized soldier desperately struggling against his PTSD to be a part of "integration" as humanity joins a macro space furry galactic empire. It was a tear jerking adventure that tugged far more heart strings than it had any right to. I want to try incorporating something like that with Upscale. NOT that he has PTSD, that would be FAR too extreme, but I intend to make him a character with a bit of emotional baggage tugging on his shoulders.

Then there was Rose. Originally I wanted to play with the idea that she was evil and could not be trusted. Then I had a revelation: that would be the STUPIDEST plot ever. For one, it has been beaten to utter death. Every author that has ever used changeling characters has done that. It's BORING and predictable. Second, it would make no sense. I've already established to any reader with a brain that Rose has found a symbiotic relationship with ponies. She is a prostitute that fulfills pony desires in order to EARN love. Why would she have evil intentions after a lifetime of being an, arguably, good person? So I decided to lean her more towards the mischievous and lustful type, with hints of adventure seeking. I also decided the reader should have access to her thoughts later on, which also meant I had to really think about what being a prostitute must be like. That... got weird for me. Never really thought about that before.