The Strange Designs of the Elements of Harmony

Fluttershy was completely terrified. She had never felt so much fear in her whole life…

Well, not really as much as when Mr. Beaver got sick. Seeing him catching such a nasty cold was a really traumatic experience for her. Or when Harry broke his hind leg. Or even when she wandered into the terrifying Everfree Forest with her new friends two nights ago...

Okay, there may have been other times when she had been more scared, and some of them not too long ago, but she still had a very dreadful situation before her.

That morning she woke up with Mr. Rooster's cock-a-doodle-doo, as usual. Fluttershy sat up on her soft bed and stretched herself with a soft yawn. Even though it was a somewhat hot night, she had managed to sleep soundly. It was probably because she needed to regain sleep from the previous night before that one, when she and her friends confronted Nightmare Moon. It was so scary!

After stretching herself out a little more, and with her eyes still bleary, Fluttershy pulled the sheets and got off the bed. However, she stopped instantly when she felt a kind of weight on her crotch, brushing against her calves. Holding her breath, she looked down and pulled her huge breasts aside so she could contemplate the mysterious problem.

An icy chill ran down her spine. Fluttershy released her breasts, which returned to their usual place with a chaotic wobble, and she looked up with shrunken pupils. That had to be a joke. She surely was still dreaming. A bead of cold sweat trickled down her forehead.

The scared pegasus went to her closet and quickly opened it to take a look at herself in the standing mirror at the back of the door. Fluttershy's voluptuous and naked body was reflected on it.

And that thing was still there.

Several seconds passed in which Fluttershy didn't know how to react, until she…

“AaAAaaaAaAAh!” Fluttershy gave a high-pitched screech and fell to the ground on her large buttocks. She quickly crawled under the bed, covered her head with her hands, and shut her watery eyes tightly. “This can’t be happening! This can’t be happening! This can’t be happening!,” she repeated to herself over and over, trembling. “It has to be an illusion; I can't have that thing down there.”

As Fluttershy tried in vain to reassure herself with that mantra for almost a minute, she heard some slight squeaks beside her. When she opened her eyes, she saw that her little white rabbit, Angel, was in front of her, looking at her in puzzlement. Angel slept in a basket in the same room as Fluttershy and her scream had woken him up.

"It’s… It's nothing, Angel," Fluttershy answered uneasily. “I-I just got a little scared.”

Angel gave another one of his squeaks in response and shrugged.

"W-what? No, no! I assure you it's nothing special. Mommy will get out of here in a moment.”

Angel looked at his owner disapprovingly and scratched his chin with a paw. He then bounced around Fluttershy until she lost sight of him.

"W-What are you doing, Angel? Mommy doesn't feel like playing right now- Eeeep!” Fluttershy let out another one of her high-pitched screams when she noticed that Angel was touching something on her crotch; something really sensitive that shouldn't be there. “An-Angel!”

Embarrassed, Fluttershy scrambled out of her bed again, leaped to her feet, and glared at the gap under the bed.

"Angel! You are a very bad bunny! No touching that!”

Angel got out from under the bed and stood in front of Fluttershy. He gave a couple of low squeaks as he grinned mischievously and spread his front legs as far as he could in front of him.

“Angel!” She yelled after seeing the rabbit's obscene gesture. “You’re a rude, little scamp!”

Fluttershy quickly grabbed Angel by the skin of his back and lifted him off the ground. As the white rabbit screeched and screeched plaintively, Fluttershy walked to the bedroom door, opened it, placed Angel outside, and slammed the door.

"You’re grounded, mister!"

After that, Fluttershy sighed as she still heard the bunny's protests outside the room. More than punishing Angel, what she really wanted was to be alone while she tried to… deal with that thing.

Anxiety washed over Fluttershy again. She still hadn't looked closely at what she had in her groin, but she wasn't sure she wanted to. She had many tasks to do that morning: feed all of her animals, collect the eggs from her hens, clean the chicken coop and the birdhouses... She couldn't waste time; she would ignore the problem for now and she would deal with it later.

The first thing she had to do was get dressed, so she went back to her dresser and opened one of the drawers to get her underwear. When it came to putting on the bra, she had no problem; or at least none out of the usual. However, the panties were another story. Fluttershy tried to pull the garment up her legs to fit her waist, but the new parts on her groin refused to stay inside; they were too big for those panties. She looked back at herself in the closet mirror and saw with dismay that it was going to be impossible. Her new testicles protruded on both sides of the garment, and her penis slid down one of the holes, attached to her leg. They both looked big. Very big.

Seeing how huge her bulge was, the pants were discarded (it’d have been too obvious on them) so Fluttershy decided to wear a white blouse and green skirt ensemble. The skirt was a baggy garment and covered her just above the knees; long enough for her package to remain hidden if she was careful enough. After being satisfied from looking at herself in the mirror from different angles, Fluttershy made some strides before her reflection. Luckily, her skirt seemed inconspicuous enough. However, her panties brushed against her genitals with each of her steps. The sensation was slightly annoying, but she couldn't help but feel a hint of pleasure with that pressure.

Maybe ... Maybe if I readjust my panties again they won't bother me as much.

Fluttershy lifted her skirt and put her hands under it. Every time she moved the intimate garment she noticed again a spark of pleasure that moved down her spine.

Come on, it has to fit…

But there was no way. In fact, her panties were tightening more and more with each of her movements and it seemed even more difficult to keep her new package imprisoned inside the garment. She couldn't take it anymore; she needed to relieve that pressure, so she gave up and pulled her panties down to her knees with a sigh of relief. As she did so, she realized what was happening.

“Oh, no…”

Her skirt had been mostly discreet before, but now it was actually the opposite. A long bulge lifted her skirt in front of her like a veritable tent, showing the obvious erection that all that brushing had created. Fluttershy tried to lower that figure against her leg by pressing it down with her hands, but her futile attempts only increased her already obscene size.

“No, no, no, no!”

Fluttershy stared in terror, glassy-eyed, as her cock grew larger and larger, until the tip of it protruded above her skirt in an upward angle.

She fell back on her ass to the ground, intimidated, her new, imposing member swaying before her like a spring. Fluttershy felt that she was seeing something forbidden so she covered her eyes with her hands. What was she going to do now? There was no way she was going out there with a boner like that! She would die of shame if anyone saw her! And how’s that now she had that… penis? Did they put a curse on her? Maybe a prankster put a potion in her punch at the party yesterday?

And what if she was going to have that thing forever? Just thinking about it made her so horrified that she burst into tears. What was she going to tell her family? Or her friends? What if they didn't accept her after that change? If she was small enough she might go unnoticed, but that thing was…

Fluttershy sniffed and tried to wipe her tears away. Her cock was still there, stiff and ready for action. She hadn't seen many before, but it was the largest she had ever seen hands down. Still, when it wasn't erect it seemed to be a lot easier to camouflage. Maybe she could…?

Fluttershy gulped and lifted her skirt to fully see her new parts. She didn't want to focus too much on them, but there was no question: they were positively huge. Hesitating, she reached a hand towards her member...

—--------------------------------------------------------

That morning was feeling especially weird for Rarity. It wasn't every day getting out of bed to start the day and discovering that one had a complete stallion pack on her loins. The surprise was tremendous, of course. She thought at first that she was being the victim of a stupid prank, perhaps devised by Rainbow Dash. The cyan pegasus was very given to play all kinds of practical jokes on friends and acquaintances. Maybe she had slipped some potion into her punch at the party yesterday? In any case, Rarity was sure that her male parts hadn’t been created with conventional magic; a quick scan with her horn confirmed it.

Anyway, Rarity went to the library asap to ask Twilight Sparkle about her little problem. Ponyville's new librarian had proven to be a really resourceful pony, and she also seemed like someone very versed on spells too, so Rarity was sure Twilight could shed some light on the matter.

Once she was there, she was surprised to find Rainbow Dash, Applejack and Pinkie Pie too, all of them sharing her same problem. And it was even more surprising when Twilight revealed to them that the Elements of Harmony were the cause of those masculine additions. However, the most shocking news was the fact that they wouldn’t be able to get rid of those genitalia with conventional magic, and that they had to live with them as long as the Elements saw fit.

Rarity was surprised that there wasn't a stir in the library after Twilight dropped that bomb. Rainbow Dash barely gave it any importance and shrugged at the situation, Applejack seemed somewhat frustrated but accepted it with some resignation, and Pinkie Pie… Well, she started jumping around the library filled with joy and totally excited. The truth is that you never knew what to expect from Pinkie, so her reaction wasn’t exactly surprising.

Rarity, like Applejack, also showed some frustration in front of her friends, but deep down, she didn't dislike this situation too much. All of this could be a paradigm shift in their lives, but she wasn't sure that they were going to be the Bearers of the Elements forever. Or perhaps in the future the artifacts would decide that it was no longer necessary for their Bearers to have masculine gifts. Furthermore, they were the Elements of Harmony; magical relics whose function was to enhance harmony and good understanding throughout all of Equestria. They weren't going to do something so capricious if they didn't have an ulterior motive to promote peace.

Maybe that was the reason why no one made a fuss when they heard the details Twilight shared.

Plus, Rarity actually liked her new parts. They were just going to be a little awkward to hide due to their size, but it was nothing a little enchanted underwear couldn't fix.

After the meeting was over, Rarity let the others know that she would visit Fluttershy to update her on the situation. Rainbow also volunteered, but the dressmaker insisted on going alone. It was a touchy subject and Rainbow could be quite a pony… lacking in tact. The rest agreed to Rarity's argument, so Dash had no choice but to reluctantly agree.

And then, the slender unicorn went on her way to Fluttershy's cabin while the rest of her friends tried to start their daily routine a little later than usual as if nothing had happened. She was quite worried about how her timid friend would be doing. Fluttershy was a specially reserved and sensitive pony, so finding a full stud set between her legs early in the morning was going to be a shock to her. She surely would be locked in her house, too terrified to leave.

Rarity quickened her pace; she wanted to check as soon as possible that her friend was doing okay.

—-------------------------------------------------------------

Not long after, Rarity had Fluttershy's bucolic little house in sight. Just after crossing the small natural bridge over the stream that ran in front of the cabin, Rarity saw a bunny shoot out of the door to meet her. The little white animal stopped before her and started hopping to get her attention as she pointed urgently at the house.

“Angel? Did something happen?”, Rarity asked worriedly. “Oh dear… is there something wrong with Fluttershy?”

Angel nodded, gestured for her to follow, and ran back into the cabin. Rarity ran after him and went inside as well. She looked from one side to the other in the room that served as the hall, but everything seemed to be in order.

"Fluttershy? Where are you?”

Before Rarity began to search the ground floor rooms more thoroughly, Angel caught her attention again from the stairs, signaling her to go up. Maybe Fluttershy was in her room?

Rarity climbed them to the first floor, ahead of the rabbit, and she suddenly heard a thump and a groan.

"Fluttershy!"

A chill ran down Rarity's spine. What if she had fallen and hurt herself? Or worse, what if some forest monster had attacked her? Maybe that's why Angel was so concerned!

Rarity crossed the hallway on the first floor and went directly to her friend's room. She could hear Fluttershy's moans from the other side, shaky and louder than before. She didn't want to waste any more time, so she opened the door and stormed into the bedroom.

"Fluttershy! Are you…? Uhhh…”

Fluttershy was inside, indeed, although one couldn't tell she was in danger; more like the complete opposite. The yellow pegasus was sitting at the foot of her bed, completely naked, moaning and fervently rubbing with both hands a gigantic ocher cock that protruded imposingly from her crotch; hard, venous and throbbing.

Fluttershy, however, stopped her movements instantly and looked at her friend with tiny pupils and a terrified expression.

"Ra-Rarity?!” Fluttershy let out a short, high-pitched cry as she tried to cover her massive cock with her hands. Seeing that it was completely useless, the pegasus desperately threw herself to the floor on the side of the bed opposite to where Rarity was to avoid her surely inquisitive gaze. Next, she coyly poked her head over the edge of the bed, a lock of her pink mane covering one of her eyes. “What ... What are you doing here?”

Rarity had watched the whole process, first with great surprise to see Fluttershy's voluptuous body naked, passionately masturbating; then she couldn't help but try to hide her amused smile when she saw the clumsy movements of her friend trying to hide herself.

After seeing that whole scene, Rarity noticed a deep, acrid smell on the bedroom, like a stallion, and a quick glance around the room made her realize that there were abundant stains of a white, gelatinous liquid on the floor, walls, and even impregnating some furniture. One didn't have to be very smart to know what they were, but the quantities were decidedly copious.

"I… I'm very sorry, Fluttershy," Rarity replied with a flushed face. “I met Angel on my way here, and his gestures made me think you were in danger. But I see that he was exaggerating.” She left the room and started closing the door. “I just wanted to update you on… well… those new parts, dear. It’s important, but I see that I didn’t come at a good time, so I’ll come back a little later.”

"N-No! Wait!” Fluttershy reached out from where she was, but didn't lift her body above her makeshift hiding place to avoid exposing himself. “‘Update’? Did you ... did you already know that I had...?”

Seeing her friend's interest, Rarity went back inside and closed the door.

"All six of us have them, Darling. Twilight told us that they are due to the Elements of Harmony.”

"W-what? But… But why would they do that?”, asked Fluttershy in surprise.

"We don't know, but Twilight has assured us that due to the benign nature of the Elements they shouldn't pose any danger to us. On the other hand… Well…” Rarity tried to find the most delicate way to explain the next part. “Twilight doesn't know how long we're going to have to live with these new parts.”

Fluttershy paled. It certainly wasn't what she wanted to hear.

“What do you mean? Doesn't Twilight know a way to get rid of… these things?”

"She said the power of the Elements was far above hers. She also insisted that they must have some unknown reason for the benefit of everyone. Anyway, Twilight said that she’ll contact Princess Celestia to consult her about this whole matter. She was also a Bearer of the Elements back in her time after all, so it’s very likely that she knows something.”

"Oh no…" Fluttershy covered her face with her hands and sipped. Tears began to flow from her eyes. “Why? *sniff* W-Why would the Elements of Harmony do something so ho-horrible *sniff*?”

"Oh, Fluttershy…" Rarity wanted to get closer to calm her friend down, but she didn't want to bother her considering she was dressed and Fluttershy wasn't. They had seen their naked bodies many times, especially during their spa baths, but the pegasus seemed very self-conscious and frightened by her own masculine addition. “Does it really seem so horrible to you?”

Fluttershy started crying more uncontrollably.

“Yes! *sniff* How am I going to get outside with a bulge so big? Everypony will make fun of me! And it's so... * sniff * so…”

“Annoying?”

"Y-Yes. And demanding. It's like ... *sniff* as if it ruled over my own will. As if it wanted me to touch it all the time.” Fluttershy covered her face with her hands again to cover her flushed cheeks. “Oh… It's so embarrassing to talk about this.”

"Fluttershy…”

It was true that Fluttershy's shy and gentle nature made it very difficult for her to discuss such matters. However, the pegasus was by no means a pony that didn’t know about sex. Rarity herself had been a very close friend of Fluttershy for years, and on a few occasions they had relieved each other, especially during the grueling months of heat. The most common approach among mares was to do it with a stallion, but due to population disproportion, it wasn’t infrequent that mares themselves took care of each other to mitigate their ardent and irrepressible sexual desires during the spring. In fact, bisexuality was quite common in female ponies due to the asymmetry of three mares for each stallion.

Rarity went behind the bed to approach her friend. She knelt beside her naked, stunning body and held one of her warm hands to comfort her.

"Don't be afraid, dear," Rarity said with a smile. “We’ll all go through this together. If you need help with anything, we’ll be here to give you all the support you need.”

Fluttershy sniffed, wiped her tears with the back of her free hand, and smiled sheepishly at Rarity. The gesture was barely perceptible, but at least the pegasus seemed to be calmer.

"Thanks, Rarity." Fluttershy looked away and blushed again. “Maybe ... Maybe I could use your help.”

"Whatever you need, Darling," Rarity said, keeping her smile as she delicately placed a hand on Fluttershy's shoulder. “That's what friends are for.”

After a few silent seconds, Fluttershy took a breath and sighed to gather strength.

"How ... How do I make it small again? So I could hide it,” Fluttershy asked. “I've tried ru-rubbing it a lot until it spits its… its…”

“Semen.”

"Y-Yeah, that. But I've already done it several times and still haven't… uh… ”Fluttershy looked away again for the umpteenth time. “I still can't get it down…”

"Several times you say?"

Fluttershy nodded.

Rarity had seen stallions repeatedly climax during a sex session; it wasn't really a very rare thing. What was more unusual was having trouble getting his erection down after cumming several times. Taking a quick look around the room, she realized that they were also very profuse; she was sure that only the most productive studs could release so much sperm in each of their ejaculations. It was evident that the Elements had been really generous with the male genitalia they granted to Fluttershy.

Rarity cleared her throat slightly.

"Well, let's take a look, okay?"

Fluttershy gulped and made a sheepish nod of approval.

Rarity nudged Fluttershy's shoulder delicately to turn her around. Once they were face to face, the enormous member of Fluttershy, which had been hidden under the bed, emerged before Rarity, firm and imposing. So imposing that the short distance that separated them was enough for that cock to lift one of Rarity's large breasts by accident. Noticing the contact, Fluttershy gasped and quickly distanced herself from her friend.

"I… I'm sorry!"

"Easy, Darling. It's no big deal.”

Despite her name, Fluttershy wasn't usually so shy around Rarity when they showed their naked bodies, but the thoughtful dressmaker guessed that this new, masculine variable made the skittish pegasus more insecure. And considering her size, she didn't feel strange that Fluttershy felt so self-conscious about it. Rarity couldn't help but marvel at her friend's colossal rod. It must have been as big as her forearm, maybe a little longer, and as thick as her wrist. Her virile member, a shade darker than her yellow fur, throbbed furiously, erect diagonally upward, as if following the path between her huge tits.

And what tits they were. Rarity had seen those exposed breasts many times before and she was sure the gigantic udders were the largest in all of Ponyville. Of all the mares who had stopped by her boutique to have her tailored bras made, Fluttershy was the only one to reach the K cup. Rarity herself, with her H cup, felt very lucky to be one of the better endowed mares in town, but her friend still managed to exceed her by several sizes. Seeing them, the unicorn had lewd thoughts about all the times she had played with them…

"You are big, Darling. Very big,” Rarity said. “Do you want me to get naked too? That way you’ll see that you are not alone in this matter.”

Fluttershy hesitated for a moment, but she finally nodded.

Now with her friend’s permission, Rarity began to take off each of her clothes one by one with her telekinesis: her white blouse, her black skirt and lingerie... Everything until she was completely naked before Fluttershy’s eyes.

“See?”, Rarity said, pointing to his crotch. “I have one, too.”

The slender unicorn felt very fortunate about the beautiful proportions of her body. Wide hips, flat stomach and a thick but tight ass that would delight any stud. Her best assets were, however, her snowy and very generous breasts. Despite being as big as melons, they managed to stay tight against her torso with barely any sag. There were very few mares in Ponyville with teats as full and perfect as hers.

Fluttershy, however, was one of those mares.

The sight of the stunning pegasus, however, was more attentive to the new masculine dowry of her friend.

"But… but…", Fluttershy managed to say. “It’s not that big…”

If it had been another pony, Rarity would have thought Fluttershy was joking, but seeing what the pegasus had on her loins, she guessed that she said that because she was comparing both members.

Eight inches was a fairly normal size for a stud if it was erect, although Rarity's member was completely flaccid. The thick ivory member descended to the middle of her calf and was wrinkly in appearance. Her tremendous balls, as big as apples, could barely be contained by her tight, gray scrotum.

"Right now it isn’t, Darling, but hard-ons are the problem, right?" Rarity replied, trying to keep her smile. “Do you want to see mine hard?”

Fluttershy, red as a tomato, nodded again as she lowered her gaze slightly. Now she seemed to feel a bit more confident, maybe because she saw that Rarity was in her same condition.

Rarity sat on the bed and spread her legs slightly so that her package wasn't too tight. Her huge scrotum was so heavy that it formed a slight depression on the bed mattress. She then took her flaccid member with one of her delicate hands and began to gently massage it. With each of her movements her cock visibly throbbed, filling with abundant blood and growing at a constant rate. Veins as thick as pencils began to surface as she inexorably gained inch after inch. Rarity moved a little and put her other hand around it; her length was already enough that she couldn't even pretend to cover it with both.

Fluttershy couldn't look away. She still wasn’t sure why, but despite being terrified of having a mammoth member, she couldn’t help but express true admiration for the magnificent specimen that was before her wide-open eyes. The humongous cock that slipped between the hands of her friend was still growing, more and more. The ivory obelisk was oozing with precum in abundance and throbbing vigorously, until it finally reached its full size.

It was huge - truly gigantic.

Fluttershy, who was still kneeling on the floor, gasped and blushed deeply. She believed she had a problem with the size of her own member, but Rarity… Holy Luna, she was even bigger! She noticed that a trickle of saliva was escaping from the corner of her mouth and wiped it away quickly with the back of her hand.

"You see, Darling?" Rarity replied, removing her hands from her cock so that Fluttershy could observe it in all its splendor. “I'm also going to have a hard time making this behemoth go unnoticed.”

Seventeen inches of thick and bulging cock. Rarity had measured herself that night. Fluttershy's was still really impressive, no doubt about it; much larger than any stallion she had ever seen. And still, Rarity outnumbered her in both girth and length, if only by half and two inches respectively.

"Oh dear… It's… It's… I didn't think they could be so… so…" Fluttershy babbled.

"I know, dear, I know." Rarity brushed a strand from her forehead with her hand gracefully. “Luckily, I know a way to hide these monstrosities.”

“Really?” Fluttershy got up off the ground and sat her luscious body next to Rarity. “How?”

"I know a spell that can enchant clothing to hide bulges that protrude from the body. Garments made from any common fabric usually last a few hours for these kinds of spells before it disperses, so it would have to be continually renewed.”

"Oh. It seems a bit… inconvenient.”

"However, there’s a special fabric, the drakesilk, that can hold that kind of spell for years, so it would be perfect for us. The only problem is that that kind of fabric can be a bit hard to acquire, so it may take me a few days to get hold of it, dear.”

"And can you make us clothes with that fabric?"

"Yes, I’d only need to sew a pair of panties for each one of us. Or maybe two pairs for a spare- *uffff*.”

"That's wonderful!" Fluttershy suddenly hugged her friend around her neck enthusiastically. “Thank you so much Rarity! I'll make it up to you with whatever you want!”

Rarity brought herself closer to the pegasus's body and returned the hug rounding her waist.

"It's my pleasure, Fluttershy," Rarity replied with a smile. “You know that I like to help my friends with whatever they need.”

After enjoying the close contact for a few more seconds, Fluttershy released her friend and moved a few inches away from her to give her some space.

After a few, silent seconds, Rarity noticed that Fluttershy was looking away from her, slightly flushed. She also noticed that her pegasus friend's cock was still completely stiff, throbbing before her eyes. Same as her own.

"Fluttershy, Darling, do you want me to...?" Rarity began. Seeing her friend nodding, she smirked. Fluttershy was a very timid mare, but also had a great libido. When the poor thing was desperate for sex she tried to dissimulate it as best as she could, but she was going to find it much harder to hide for obvious reasons. Still, when Rarity offered her help, she didn't need to push her friend too hard to get a positive response. “I thought so.”

Rarity crossed the small distance between their bodies and slid a hand up to Fluttershy's upright shaft, gripping it between her fingers. It was hard and wet, pouring out precum profusely. She moved her hand up and down, rubbing her vast member insistently.

"It's so hot," Rarity whispered in Fluttershy's ear as she tried to hold back her moans by biting her lower lip with her face flushed. “I wonder how many times you exactly came with this hard cock. A few, I’m sure.”

"T-Three times," Fluttershy replied after a groan. “I was about to hit the fourth, before you got here.”

"So virile…" Rarity licked her lips and felt the pegasus' testicles. Due to their obscene size, it was impossible to hold them both with one of her hands, so she jumped from one to the other. “They are positively huge. Even bigger than mine." Splat, splat, splat. "And very heavy. You said you came three times but they're still overflowing with jizz.”

Rarity left those generous balls and took Fluttershy's hand to bring it closer to her grey, monstrous rod. The pegasus allowed herself to be guided and grasped her friend’s member, so thick that she couldn't wrap her fingers around it.

"O-oh…" Fluttershy flinched for a moment and gently rubbed Rarity's cock. “It feels even thicker when you touch it.”

Both friends, sitting next to each other, kept rubbing their cocks zealously, each trying eagerly to provoke the climax of the other.

Rarity already spent some time experimenting with her dick that morning (and who wouldn't be tempted to do so?), but Fluttershy touching and groping it felt completely different. Maybe it was because of her inexperience with her new member, but it didn't take more than a couple of minutes for Rarity to notice an already familiar and pleasant pressure inside her pubis.

Rarity moaned loudly and her shaft exploded like a cannon, expelling huge amounts of jizz three feet into the air, then hitting the ground like a veritable shower of white mucus in chaotic patterns. The monumental cock throbbed between Fluttershy's fingers with each thick, voluminous rope of semen that traveled up her urethra, until after a dozen powerful shots, her abundant ejaculation stopped.

As the productive dressmaker caught her breath, Fluttershy bent her head to suck on the thick, soaked tip of her friend. Rarity, who had stopped her hand during her orgasm, resumed massaging the huge cock of the voluptuous pegasus as she licked the semen of the well-endowed unicorn. Rarity's hand slid slowly so as not to interrupt her friend's work too much.

After a few seconds, Fluttershy lifted her head from the gigantic phallus and licked her lips sheepishly.

“It tastes… sweeter than a stallion.”

"It may be because we are not stallions, dear." Rarity had quickly regained the hardness of her colossal cock, but she wanted to focus on giving some relief to her friend now. She released Fluttershy's member and knelt before her. Then, she spread her friend's legs slightly to make room for her and placed her generous breasts around the thick rod of the pegasus. “I don’t know a stallion that doesn’t like this, so I'm sure you’ll like it, too.”

Rarity took her heavy tits between her hands, wrapping them around the plump, ocher obelisk, and Fluttershy responded to the contact by squeezing her eyes and trying to contain a shy moan. She pressed her large breasts against the hard, bulky shaft and slid them down the entire length. Rarity had been with generously endowed studs, but she never had to move her boobs as much as with Fluttershy in order to fully encompass a cock. Rarity could feel the warm, wet touch of Fluttershy's member on her breasts, and the pegasus shuddered with pleasure every time Rarity moved them up and down, over and over again. Every now and then, Rarity would choose to move her boobs in alternating motions using her forearms to add a bit of variety, which Fluttershy appreciated, judging by how the volume of her moans was accentuated.

"Ra-Rarity… I'm going to…"

“Go ahead.” Rarity caught the ocher length between her delicate hands and pointed it against her face. “Give me everything you have, dear.”

Although the climax that Rarity had a few minutes ago could be considered especially copious, Fluttershy's was on a higher magnitude. The first salvo surprised the unicorn with its tremendous volume. The thick, abundant stream of cum whipped across Rarity's face for four seconds before stopping and moving to a second, even bulkier rope, like a white geyser. Eight, ten, twelve ... up to a score of jets she came to expel, smearing all of Rarity’s body from face to lap with the thick liquid, passing through her neck, tits and belly, the substance sliding through her figure towards the ground.

"A-Are you okay, Rarity?" Fluttershy asked with some concern after gasping for a few seconds to catch her breath.

Rarity released her friend's cock and wiped her face of semen with her hands, at least enough that she could open her eyes once again.

"Yes, Darling, don't worry. It's just that I wasn't expecting an… output so big.” Rarity blushed at the sight of so much cum on her body. She then turned her attention back to Fluttershy's huge, still erect member. “Oh… are you eager for more yet?”

Fluttershy looked away slightly and blushed again.

"Y-Yeah… I'm sorry, Rarity. I already told you it was very demanding.”

It was true that neither of the two friends had gone through a visible refractory period after their respective orgasms, but Fluttershy already had four in a row, and each one of them was absurdly productive. How many more was she going to need to satiate that hungry beast?

Rarity showed a determined demeanor. She got up and her horn lit up, causing all the semen that covered her to detach from her body and fall to the ground.

"I think I already know what you need." The slender unicorn turned her back on Fluttershy and presented her big, generous ass to Fluttershy with a sensual swagger. “Some old-fashioned sex.”

Fluttershy's gaze followed her friend's white rear. There was avidity on her face, but before she lunged at Rarity, doubt washed her over for an instant.

"Are you sure that's a good idea? Our… umm… penises are really big.” Fluttershy looked at her member and tried to mentally measure it. “Bigger than the… toys we use. And I wouldn't want to hurt you, Rarity.”

Far from intimidating the unicorn, she brought her ass closer to Fluttershy's perky cock and stroked it between her exquisite buttocks, making her shy pegasus shudder.

"Fluttershy, dear," Rarity said while moving her ass, feeling every bit of the fat member. “I’ve never been so sure of anything in my whole life.” Her horn glowed again for a moment and her belly lit up. Seeing Fluttershy shift her gaze to those lights, Rarity explained what they were. “A birth control spell, just in case.”

Fluttershy’s member flinched between those firm cheeks, which brought a satisfied smile from Rarity. The pegasus might be insecure, but it was clear what her body wanted. And for the goddesses that Rarity wanted the same.

The aroused unicorn parted her ass from Fluttershy's swollen member and leaned her torso onto the bed, spreading her legs slightly to present her feminine sex to her insecure friend.

"Come on, Fluttershy," Rarity insisted. “I can’t wait anymore.”

Fluttershy looked hungrily at her friend's soaked cunt. Rarity's huge, plump balls hung below it, adding a really attractive point to the aroused pegasus.

Without further ado, Fluttershy stood before her, took her hard cock with one hand, and brought the tip between those swollen lower labia. The simple contact made both friends flinch.

"T-Tell me if I’m hurting you," Fluttershy warned.

After Rarity’s nod, Fluttershy pressed slowly. Rarity's tunnel slowly accepted the thick intruder, and its soaked walls expanded to make way for every inch of that prodigious phallus. Rarity clung to the sheets on the bed as she moaned through her teeth to hold back the pain.

“Sorry!” Fluttershy declared while stopping, concern on her voice. “Are you okay?”

"Y-Yes, yes… Don't stop now. It's awfully big but I can handle it.”

Although Fluttershy was still doubting, she obeyed and resumed her thrusting until Rarity swallowed two-thirds of her cock.

The pressure Rarity felt inside her was abysmal. It wasn’t her first time having difficult insertions, especially when she used her most oversized toys, but Fluttershy’s huge cock was making her feel fuller than ever before in her whole life.

While she was still trying to get used to the fat intruder, Rarity noticed her friend starting to move, first back a few inches, and then forward again. She got off to a slow start, but it wasn't long before Fluttershy picked up the pace, fucking the unicorn with eager intensity.

"This *ah* feels so much better than *unf* jerking off!" Fluttershy exclaimed as she loudly jackhammered her friend.

Rarity noticed how Fluttershy put her hands on her hips for better grip and rammed her harder and deeper. With each shove she couldn't help but let out a satisfied groan, feeling how that beastly rod was making its way into her pussy until, finally, the pegasus managed to fully insert her fifteen fat inches of mare meat. Fluttershy's colossal balls slammed into Rarity's, making a lewd, wet flesh-on-flesh noise. She was still ecstatically fucking the sultry unicorn at top speed, when Rarity let out a high-pitched moan and began to cum with her mare sex, drenching Fluttershy's beastly phallus with her nectar. The member, in response, began to shudder and throb, swelling and stretching Rarity's elastic vaginal walls even more.

"Ra-Rarity!" Fluttershy yelled. “I’m going to…! I’m…!”

“Inside!”, Rarity replied between groans. “I want it all *unf* inside!”

Fluttershy pushed once more with full force and finally stopped in her tracks. A veritable seminal torrent shot out from the thick pegasus rod, completely flooding Rarity's insides. When it seemed that Fluttershy had reached her biggest output with a shot, the next one came with even more volume. Rarity's gut, completely smooth until a few moments ago, swelled like a balloon with the thick sperm of the virile pegasus. It was growing so much that the bulge, trapped between her abdomen and the bed (with her tremendous cock caught in the middle), was beginning to lift Rarity's body.

Rarity was so engrossed in her cloud of pleasure that she didn't know how long her friend's ejaculation lasted, but finally, Fluttershy expelled her last drop and, exhausted, dropped her voluptuous body over the back of the unicorn.

Both ponies panted, trying for a minute to catch their breath. Between those gasps, Rarity felt the delightful tightness inside her and the heavy, warm tits of Fluttershy pressing against her back.

"Are you okay, Rarity?" The pegasus asked as she took her head off her friend's nape.

“‘Okay?’” Rarity giggled wearily. “Darling, I've never felt better.”

Fluttershy sighed with relief.

“Thank goodness. I thought I hurt you for a moment there.”

Fluttershy got her back up and took Rarity by her hips again. As soon as she pulled her massive cock out, a veritable waterfall of sperm spewed out of the unicorn's swollen cunt. The weight of her body against her enlarged belly made the thick cum gush out like a jet, drenching Fluttershy's pubis and her curvy calves.

"Gosh…" Fluttershy stared in surprise at the wide puddle her jelly-like semen had formed on the wooden floor. “I think this has been my… biggest climax.” After a few seconds lost in thought, she looked at her member, which had already lost its hardness and had shrunk to a more acceptable size. It was still abnormally large, but was also more manageable in its flaccid state. “It looks like I'm done, at least.”

"But I’m not." Rarity rolled over and sat on the bed, her back thrown back, leaning with one hand on the mattress. She was holding her mammoth member with her other hand, which was pouring out copiously and was even harder than mere minutes ago. “And I'm fully ready for more fun, Darling.”

Fluttershy's gaze lingered on the obscenely large cock for a few moments until she suddenly lunged at Rarity to kiss her passionately.

Rarity was surprised by the sudden momentum of her pegasus friend, but she wrapped her arms around Fluttershy's waist to keep her from escaping. The four enormous tits collided, brushing against each other and deforming under the fiery pressure of both bodies, while Rarity's cock brushed the belly of her friend and was almost accidentally inserted between her lustful tits due to its ostentatious length.

They both frolicked across the bed, linked by their tongues, while all four hands eagerly explored each other's body. Fluttershy eventually cut her kiss, both of them lying face to face, and looked at Rarity lustfully as she held her stiff cock with one hand and pressed it against one of her own breasts.

"Rarity, I can't take it anymore... I need it inside me."

Although Fluttershy had been hesitant to insert her member inside Rarity, all those doubts seemed to ebb away when she was the one being penetrated. Even though Rarity's phallus was even more monstrous than her own. Maybe the reason was her complacent and submissive nature, or maybe she was just hungry to taste a cock so big.

"Turn around, dear."

Fluttershy nodded. She released her friend's cock and turned her back around.

Rarity's hands moved down the groove of the pegasus' beautiful back, between her yellow wings, making her shiver in anticipation. As she reached the end of her back, she spread her butt and moved two fingers up to Fluttershy's cunt, inserting them smoothly with a wet, lewd noise, and causing the pegasus to hold back a groan. Rarity had fingered Fluttershy many times to ease her heat, but today those were only going to be an appetizer. She felt for a moment Fluttershy's silky vaginal walls and pulled her digits out again, wet with her thick nectar.

Her friend was ready, but before continuing, Rarity's horn flashed again to apply the contraceptive spell, this time on Fluttershy. She then took the monstrous tip of her phallus and groped the entrance of her friend’s cunt. The insertion was going to be very tight, but by Celestia she was going to try. Rarity thrust with her hips and Fluttershy's labia began to part, trying to step aside to slowly make way for the hulking intruder. With a little prodding, the first few inches got inside the pegasus; fifteen more remained now.

“Holy Celestia… It's so big…”

Rarity ran a hand under Fluttershy's thigh and lifted her leg from behind her knee, relieving the tightness of her cunt. She now could push a little more easily; and that's what Rarity did. She pushed and thrust slowly, invading the pegasus's cunt inexorably, stretching her walls to their limit and surpassing it. Fluttershy moaned with pleasure with every inch that penetrated inside her, and Rarity felt an immeasurable heat and pressure on her mammoth member that was totally new to her. She had never felt anything like it; the feeling of being so inside of her dear friend was indescribable. And she wanted more, so she continued to thrust until, almost without her noticing, her pubis touched the large buttocks of Fluttershy.

"Good heavens, Fluttershy," Rarity exclaimed. “I didn't think *ngh* you’d get all of my dick, dear. Or at least *unf* not all in one go.”

"Rarity, I… I need more."

“More? But it's all inside.”

And sure enough, the huge bulge protruding from her belly was proof of that. Mares were generally very elastic, but Fluttershy was showing Rarity that her elasticity was beyond the ordinary. The unicorn had already been able to verify it on some occasions using some of her biggest toys, but this had exceeded her expectations.

"Just ... Just move it, please..." the desperate pegasus insisted.

“Okay. Just tell me if you want me to stop.”

Rarity pulled his member almost halfway out and pushed it back inside. She then did the same again, but more forcefully, causing a groan of surprise in Fluttershy. From there, Rarity began to piston at a slow, steady pace. The pleasure sensation in that sweet, warm friction shot up her spine like lightning. With each penetration, the thud of Fluttershy's buttocks against Rarity's lap thundered into the room.

"Oh… Good grief," Rarity exclaimed. “This feels divine.”

The unicorn ran her free hand under Fluttershy's torso until she managed to reach one of the pegasus's gigantic, swaying tits, pressing and massaging it hard as she increased the speed of her thrusts. With each of her shoves, the still free mammary danced before Fluttershy’s body as if it was a huge, lewd flan.

"Ra-Rarity!" Fluttershy looked at her friend with flushing cheeks and her tongue sticking out.

Seeing the hunger on Fluttershy's face, Rarity lowered her lips to the pegasus' and they merged into a lascivious kiss. Both tongues danced as she continued to fuck her friend's devastated cunt with more speed, eliciting increasingly high-pitched moans of pleasure inside her mouth, until, at one point, her eyes squeezed together and Rarity could feel the sweet nectar of Fluttershy’s pussy smearing her tremendous member. That climax was the trigger for Rarity to notice that already familiar pressure on her pubis, marking the beginning of her own ejaculation.

With her mouths still tied, Rarity filled Fluttershy to the brim with her warm cum. The vaginal fluids from the pegasus mixed with the thick jizz inside her gut, visibly swelling it. When she expelled her last drop, the two friends broke the kiss and looked into each other's eyes, blushing and hyperventilating. Rarity couldn't help but crack a gentle smile.

"How are you, dear?" Rarity brushed one of Fluttershy's strands with her fingers. “Are you feeling better now?”

Fluttershy nodded, brought her lips to her friend's cheek and kissed her.

"Thanks, Rarity."

"I just hope this helps you feel a bit more composed about this whole situation," Rarity said, still showing her smile. “It has its drawbacks, but also its advantages.”

Rarity noticed a confident smile spreading across her friend's face. That made the unicorn feel more relieved.

"I think I'll get used to it. It's not as bad as I thought at…”

Fluttershy paused for a moment as she watched something out of the corner of her eye. Her pupils shrank and she turned her gaze to the window. Rarity followed her friend's sight and realized that the curtains weren't completely drawn, letting anyone looking from outside to see what was going on inside the room.

And a certain white rabbit was behind the glass, staring carefully along several, colorful birds wandering outside what the two friends were doing.

“Angel!” The two ponies yelled in unison.