Flutter-size

by Whirring Gears

Rating: mature
Tags: My Little Pony: Friendship is Magic, Second Person, Romance, Fluttershy, Original Character, Sex, Human
Length: 12841

[2nd POV Humanized] One cold winter day, you visit Fluttershy when a spell of Twilight's goes wrong

[2nd Person Perspective] [Humanized] [Fetish Clopfic]

During the winter the animals are all asleep, so you figure you'll pay their caretaker a visit.

Upon arrival, you see a couple more of her friends there preparing a spell to alter Fluttershy's physique at the teasing of Rainbow Dash. When nothing seems to happen, the others decide to head home, leaving you and the timid girl by yourselves to talk.

While preparing some hot beverages, you both start to notice that Twilight's spell is working, but maybe not in the right way.

-----

My fic trade, requested by Kody910 who wanted some human Fluttershy breast expansion. Needless to say, this is in no way connected to my other stories.

You can find the story by him that I requested here: http://www.fimfiction.net/story/48138/Trix-Tix
(Don't judge me.)

Thanks to Slashe, Quantumfire, Eights, and TimeBomb0 for prereading. Big thanks to Mr. V for your comments that helped shape this into what it is.

Art by NGin57.

Published 2012-09-20 10:54:01 UTC
Last updated 2012-09-20 10:54:01 UTC

Flutter-size

A wispy cloud pours out of your mouth as you breathe out against the air of the cold winter’s day. Watching it rise and eventually disappear, you pull the scarf back up over your face and continue down the road to the outskirts of town, hands in your pockets. A piece of folded up paper floats in front of you, thanks to your magic.

You must say, while it would be cool to be someone born of earth or born of sky, you have always been thankful for the benefits of being born of magic.

The note is a list of instructions on preparing a new kind of hot cocoa you had come across and purchased in the store today. You figure such a drink would be just the thing for a day like today, especially with a certain friend. Folding up the note and floating it back into your pocket, you look around you.

The forest surrounding the area is always beautiful, but it holds a special sort of serenity during the winter months. The white powder is settled neatly, individual crystals within it glowing under the light of the sun. The grounds, the branches, everything lies covered and undisturbed from the animals who would be running around during any other time of the year. Not that you don’t like animals. You think the place is great with them, but nothing could quite compare to the peace of a nice snowy forest on a cool winter day.

However, you are not walking around out here just to gaze at the scenery. You are on your way to a dear friend’s house to pay them a visit -- a girl by the name of Fluttershy. As her name would suggest, she is rather timid around people, but she’s probably one of the nicest ladies you’ve ever had the honor of knowing. And not to mention, one of the cutest. Her long hair, her innocent face, and her mannerisms make her adorable beyond words.

You will admit, you have developed some feelings for her over time. Unfortunately, her shy demeanor makes you nervous about attempting to propose a relationship with her; it might scare her off and ruin what friendship you already have.

She loves animals and would normally be busy all day taking care of them. However, with most animals asleep for the winter, she has a lot more free time. Even her personal pet Angel usually sleeps the day away during the cold months. You like to drop by and make sure she’s doing okay, not getting too bored or lonely. Truth be told, she has her other friends for that, but she never seems to mind when you come around.

As you walk up to the door and give it a couple knocks, you think you hear a little bit of conversation inside. Speaking of her friends, it would appear that a couple are already here.

“Come in!” says a voice that is definitely not Fluttershy’s mild-mannered tone. Opening the door, you look in and see three people in the living room.

One is Twilight Sparkle, who is brushing the bangs of her purple hair out of her eyes before adjusting the neck around her deep violet sweater vest. A book is levitating in front of her in an aura of purple magic. You notice a spectrum of colors out of the corner of your vision, turning to find it atop the head of Rainbow Dash, who is leaning against the wall with her hands in her light blue jacket.

In the middle of the room, sitting in a kitchen chair, is the resident of the house, looking at you with a small smile behind her long pink flowing hair, arms around her legs folded up against her light yellow sweater.

“Hello,” Fluttershy says quietly.

“Hey,” you say with a wave, also giving a nod to the other two in the room, which they return. You knock some snow off of your shoes outside before stepping in and beginning to unzip your coat. “What’s going on here?” you ask.

“I’m doing a little experiment. Fluttershy has volunteered to be the test subject,” Twilight responds as she flips a page in her book.

“Yeah, the animals are all asleep, so we need to use the caretaker instead,” Dash jokes. The comment draws a very worried look from Fluttershy.

“Oh, she’d volunteer before any of her animals any day,” you respond, hanging your coat and scarf up on the stand by the door. Your statement gets a couple chuckles of agreement with a little embarrassed grin from the subject herself. “So then, what brings you here, Rainbow?”

“I just gotta see this,” she says as you take off your gloves.

“Why are you here?” Twilight asks, glancing away from her book for a moment.

“Just wanted to come and say hi. Also, I got this new hot cocoa recipe. It’s apparently from down south. Has chili powder in it, so I thought it’d be interesting,” you say, levitating out the bag of brown powder from the pocket of your coat on the rack.

“Oh my. Sounds exotic,” Fluttershy says.

“I think I’ve had that kind of mix before,” says Twilight. “It’s very good on a cold day.”

“Bleeaugh!” Dash exclaims. “Why would you use chili powder in cocoa?”

“For the heat, Rainbow. It keeps you warm while you drink it,” Twilight says. Dash just rolls her eyes in disbelief.

Twilight’s book shuts with a snap of her fingers. “Alright! I think I have the spell for you, Fluttershy,” she announces.

“Spell?” you ask curiously.

“Oh, um, it’s just a little something...” Fluttershy squeaks out, hiding a little deeper behind her long hair.

“Rather, it will be a little something,” Rainbow Dash remarks.

“What?” you ask. Fluttershy’s gaze is hidden completely, but you see her face blushing profusely as she tugs at her hair.

Twilight grabs the book out of midair and holds it under her arm. “Well, Fluttershy here is a bit unhappy with a part of her physical form.”

So a transformation spell? What would Fluttershy want to turn into?

“This spell here will change her appearance slightly. It’s only temporary, but she wants to know what it would be like,” Twilight continues explaining.

“What would be like what?” you ask. Twilight’s explanation had only raised more questions than it answered.

“What it would be like if she didn’t have those massive hooters,” Dash chimes in, pointing a thumb at Fluttershy’s chest.

“Huh?” You look to Fluttershy as she hides herself completely behind the curtain of pink. You walk over and kneel down next to her as Twilight chides Dash on her outburst.

“Why?” you ask simply, but lightly so that Fluttershy isn’t scared to answer.

“Um, because...” she begins. “...they’re ugly.”

“What?” you ask, unable to hear her tiny voice.

“They’re ugly,” she repeats a bit louder.

“One more time, please,” you say.

“They’re ugly!” she exclaims while shaking her head, taking you by surprise. “They’re ugly and gross and too big and stand out and they make me clumsy, they always get in the way, I knock stuff over with them, and they’re... they’re just...”

“Fluttershy!” you say, grabbing her shoulders to help her calm down. “I don’t know where you got this idea that they’re ugly,” you begin, eyes travelling to Rainbow Dash, rocking back and forth on her heels trying to look innocent, “but they’re fine. It’s a part of who you are, like your hair color or eye color. They’re a part of you and they’re absolutely fine,” you say. A smile slowly but surely builds on Fluttershy’s face as she looks up at you. Then, Dash bursts out into laughter.

“Haha! Of course the man here would like those big gazongas!” she says between laughing fits.

You close your eyes and take a deep breath in frustration while you feel your cheeks grow warm.

“I bet you want to squeeze ‘em together and put your face in them!”

“Dash!” you bark out, already sick of her comments. She just chuckles as Fluttershy, looking at the ground again, appears to be trying to make herself shrink.

“Oh, come on,” she says, still giggling with a roll of her eyes. “I’m just teasing.”

You sigh as you let go of Fluttershy, standing up to your full height again.

“Still, I bet you really do like the big ones, don’t you?” she asks.

“What-? Dash...” you say with a hint of annoyance to show you don’t want her to continue down this line of dialog.

“It’s not uncommon. A bunch of boys like the nice, big, squishy boobs,” she says, walking over to the pink haired girl. She puts a hand on her shoulder causing Fluttershy to look up from her hiding. “Like the kind Fluttershy has here!”

Without warning, her hand comes around and plants itself right on one of her breasts. Her fingers seep in through the yellow sweater as Fluttershy gives a squeak and freezes in place, shocked from her friend’s massive invasion of personal space. As the lump in the sweater is lifted up, you are appalled at her behavior and, as much as you hate to admit it, a little excited to see such a lovely bosom get a little squeeze.

“You want to grab a big handful of Flutter-tatas, don’t you?”

You wouldn’t say it out loud, but you honestly wouldn’t mind the chance.

“Rainbow!” Twilight exclaims, causing Dash to let go and take a step away from Fluttershy. “That was completely uncalled for!”

Dash sighs and turns to the lady she had just grabbed, who was now shielding her chest. “Sorry, Fluttershy.”

Fluttershy just gives a little embarrassed squeak in response.

“But you still haven’t answered me,” Dash says, pointing at you.

“Just to humor you,” you say to let her know that you do not approve of her recent actions. “I will admit that I do find large breasts attractive.” Dash has a smug grin as she crosses her arms in contentment. “However, that’s not all I look for in a woman. They can be attractive with any manner of physical appearance, and you have to take their personality into account,” you explain.

“Like what?” Dash asks.

“Well, someone nice. Caring. Not a big jerk,” you say with emphasis on the last two words. She seems unaffected by your comment as she just looks over to Twilight again as they seem to share another knowing smile. You wish you could go into their mind and see what they are thinking.

“So if we’re done with all of that,” Twilight begins, “I’m ready to perform the spell.”

Right, the spell. You had nearly forgotten.

“This spell is to reduce the size of her breasts?” you ask, piecing together clues from the earlier conversation.

“Yep! By the time I’m done, she’ll be as flat as Rainbow Dash.”

“Hey!” Dash bursts out.

“So where will the mass go?” you ask.

Twilight just looks at you with a cocky smirk.

“It has to go somewhere. Right?” you ask, a little unsure. “That’s, like, a rule of magic. It can’t make something simply go away.”

“I’ve been doing some research,” she starts, “and I think I’ve found a way around that little rule, since the spell is only temporary.”

“Wait, what!?” you ask confused. Certainly your knowledge of magic couldn’t rival the student of Princess Celestia herself, but you know enough to be confused by her statement. “But something cannot just be destroyed. It can’t just vanish.”

“I’ve toyed around and disproven a few rules before. Weren’t you there when I demonstrated how to cancel out the preservation of momentum and inertia in a levitated object?” she asks.

“Okay, that was impressive. I guess. If I knew what that really meant.” Twilight’s smile is gone as you finish your statement. “But this doesn’t just have to do with an object moving; this has to do with matter. You can’t make something into nothing, and as far as the rules of magic and the universe go, I’m sure this is a pretty big one.”

“It’s not nothing. It’ll be back when the spell wears off,” she explains.

“Where does it go?” you ask again.

She thinks for a moment and shrugs. “Away.”

You sigh. “Care to explain a bit?” you ask.

Twilight’s eyes look away for a moment. “I think it’d be better to show you,” she says.

That’s odd. Normally Twilight would be more than happy to explain the little details of a spell she’s performing. However, you must say that you are rather curious about this.

“Um, I’m not feeling so good about this anymore,” Fluttershy says.

“Don’t worry, Fluttershy. I’ve taken all the necessary precautions. Absolutely nothing will go wrong with your breasts shrinking,” she says to calm her little test subject.

“Oh. Okay,” Fluttershy says.

“Besides, it’s only temporary. It’ll only last about an hour or so,” Twilight continues as she waves her fingers around, causing it to glow. “Are you ready?”

“I guess,” she replies.

She stretches her arm out. The purple light from her hand reaches across the room and connects with Fluttershy’s chest. The light lingers, illuminating the room and causing flickers of shadows against the walls. After a few moments, the glow from her hand fades and Fluttershy’s chest keeps a purplish glow.

Soon, that dies down as well. You all sit and wait.

“Feel anything?” Twilight asks.

“It’s a little tingly,” Fluttershy responds.

“Hmm,” Twilight mumbles as she opens her book again and flips through the pages as you and Dash continue to wait for results. While you would most definitely appreciate the excuse to look at Fluttershy’s chest, you figure it would probably make the moment even more uncomfortable than it already is. After a couple minutes, the only sounds being the flipping of pages, Twilight finally breaks the silence.

“I don’t understand,” she says. “It should have worked by now.”

“Told you,” you shoot over to the student, causing her to send a quick scowl in your direction. It definitely isn’t everyday that someone outsmarts that girl in the ways of magic, so having even one instance up on her was a definite bragging right.

She continues flipping through pages for a while before sighing and closing it. “I just don’t get it. I guess there’s still something in the conservation of mass principle. I’ll have to go back to the library to do some more research. I also have some things to do around town.”

Dash throws her arms up over her head and stretches. “I should probably get going, too,” she says.

“You two want to stay for cocoa?” you ask, holding the bag in the air.

“No thanks. I actually have a rather full schedule today,” Twilight says, retrieving her coat from the coat rack.

“You can keep your weird chili drink,” Dash says, pulling a ski cap out of her pocket and pulling it over her head. “Besides, I have to go see about some snowstorm blowing in.”

“A snowstorm?” Fluttershy asks. “It’s not going to, um, bury the town, is it?”

“Not on my watch!” Dash replies with a cocky smile before opening the front door. How she can survive in this weather with just that jacket, you’ll never know. “Have fun, you two!” she says before walking out.

“See you later!” Twilight says as she zips up her coat and follows Dash out. You and Fluttershy both give a wave as she closes the door. You look back to Fluttershy who is still staring at her chest in disappointment.

“Sorry the spell didn’t work,” you offer. “But like I said, I don’t think you need it.”

The statement gets a small smile. “Thanks,” she says before standing up. “But it’s not just that,”

“Yeah?” you ask.

“They still feel... a little, um, tingly,” she says, her face growing a little red as she admits it. You fight the urge to chuckle at how adorable she is.

“Sometimes magic does that -- keeps in the subject until it dissipates. It should pass soon,” you say. “But for now, how about this?” you ask, showing off the bag of cocoa powder again. “I’ve been curious about this all day.”

Fluttershy’s smile grows as she picks up the chair. “Okay. Twilight made it sound really good.” The two of you walk into the kitchen as she scoots the chair back under the table. Her kitchen is rather cozy, a small cooking stove with an oven next to a sink and a few cabinets to hold dishes. You set the bag of brown powder on the counter.

“I’ll start preparing if you get the cups?” you offer.

“Okay,” she agrees.

“Where are the pots?” you ask. She points down at the bottom right cabinet which you open. After selecting a good size pot, you lift it by the handle while she gets a few cups from the cabinet above you.

“So honestly,” you begin. “What made you want to shrink your breasts?”

“Oh! Um,” she looks away.

“Was it Dash?” you ask with a sigh.

“Well, no. Not entirely,” she mumbles. “It’s just that, well. She doesn’t seem to like them.”

“Because she doesn’t have them?”

“Um, kind of,” she admits.

“So she wanted you to shrink your breasts because she was jealous?” Element of Loyalty, your foot.

“No, it’s just... I wanted to do something nice for her, and since she, um,” she trails off, unable to find a way to complete her explanation.

“You should have just asked Twilight to make hers grow in that case,” you say.

“But she did say things that made sense. And I do sometimes bump into things with them.”

“And?” you ask. “People bump into things all the time. I banged my elbow yesterday.”

Fluttershy gasps. “Are you okay?”

You suppress another round of chuckles at her sudden concern. “I’m fine Fluttershy. It hurt a little, but still, I don’t think I want Twilight taking away my elbows.”

“I think that’s a bit different,” she says with a hand up to her smiling mouth. “But I see your point.”

After putting the pot on the stove as Fluttershy puts the cups on the table, you search your pocket for the instructions. You can never remember how high you have to set the temperature when following recipes.

As you search both pockets with no results, you have a realization. “I think I left the instructions in my coat,” you say. “I’ll be right back.”

Fluttershy nods as you leave the room. You walk up to the coat rack and then flip your coat around on the hook so you can reach into the pocket and grab the folded up paper. Unfolding it as you walk back, you hear something shatter in the kitchen.

You run back to see Fluttershy with both hands over her mouth, staring at the pieces of a coffee cup that looks like it was knocked off the table.

“I-I’m sorry!” she says. “I just saw the tablecloth was uneven, so I leaned over and it just-”

“Are you okay?” you ask, interrupting her little panicked explanation.

“Yeah,” she says, looking away in embarrassment.

“Where’s a broom?” you ask.

“In the closet, but don’t worry, I’ll get it,” she says, walking around the table to a small door on the other side of the room. She opens the door and then quickly grabs a broom and dustpan and walks over. Leaning down, she begins sweeping up all the pieces. Except for some tiny shards, the cup is in only a few pieces.

After all fragments of cup are in the dustpan, she stands back up, but bumps the table with her chest, causing the other cup on it to rock back and forth a bit. You reach out and steady the cup so that you both know that it won’t tip over a break like its fallen comrade. She looks at you with a frown before going to the trashbin.

“I told you that these get in the way,” she says as she dumps the contents of the dustpan into the trash, the pieces clinking together as they fall in.

“It was just an accident, Fluttershy.”

She simply stands there over the trash.

“Remember? Everyone has them. Me and my elbow?” you suggest.

She continues to stand there, not responding.

“Fluttershy? Are you okay?” you ask, walking towards her. As you come up beside her, you see that her gaze is directed at her chest, but her expression is not one of sulking, but one of worry.

“Fluttershy?” you ask again.

“Um,” she begins. “I know the spell was supposed to shrink them,” She turns towards your direction. “But I think they’re...” She looks up at you. “...growing.”

“Growing?” you ask. She nods.

You both look down at her chest and wait. It’s a little hard to tell if they really are growing or if it’s just something with the light. Although, you must say she does seem a little bit... bustier than before. That could be any number of mind tricks, though.

Fluttershy holds a hand up just an inch away from the front of one of her breasts. As moments pass, you see the gap get smaller and smaller until the canary yellow fabric of her sweater meets her palm.

“Oh dear,” she breathes out as she wraps her arms around in front of her chest. In your mind, you scramble to think about what this means and how this could be happening.

This is wrong. Something in Twilight’s spell had gone wrong. You knew that she couldn’t just remove something from existence, no matter how temporary! Fluttershy said she still felt tingly, so the magic was still there. It couldn’t do what it was intended to do, so now it’s going in full reverse.

“The spell! Her spell backfired!” you say as you watch her breasts. The fabric of the sweater presses against her arms and slowly climbs over and under as she tries to hold them back. Emitting a small squeak, she tries tightening her grip but only has her bosom fully cover her upper limbs.

“But, but... oh no,” she stutters as she begins breathing heavily in a panicked state. “How big are they going to get?” she asks.

You think back to Twilight’s explanation.

She’ll be as flat as Rainbow Dash.

Okay, so, does that mean they’ll only double in size? No, that would be if Twilight was reducing them by half. To try and make Fluttershy completely flat, that would mean her breasts are going to double exponentially.

“Uh, Fluttershy?” you ask. “What are your, um,” You can’t believe you’re asking this, but it’s to get a ballpark estimate of how big she’s going to grow.

“My what?” she asks.

“Your... normal measurements?” you ask. “I think I can get an idea of how big they’ll get.”

“Oh, um,” She bites her lip and looks down at the floor, her face blushing a bit more. “Last time I checked, I think, uh, 36 inches?”

That’s impressive, but that big number is now a cause for concern. That 36 multiplied by itself means that when the spell is finished, Fluttershy will be sporting a 1,296 inch bust.

“We may need a counterspell,” you say, deciding to leave out the exact number. You see the worry in Fluttershy’s eyes as you expected. “It’s nothing too serious,” you reassure. “It’s just, well, you probably won’t have room for them.”

“O-Oh,” She looks down to her chest that she’s having trouble holding back. Her knees shake a little as the weight makes her lean forward a little bit. Her breasts bounce and wobble as she adjusts her grip so her arms aren’t completely covered by the mass. “Do, um, do you know any sort of thing like that?”

“I do, but it’s pretty basic,” you say. You see a glint of hope on Fluttershy’s face. “Actually, very basic,” you admit, not wanting to get Fluttershy’s hopes up. “Elementary, in fact. It’s the one used to cancel out simple spells like continuous levitation of objects.”

“Will it work?” she asks.

“It could,” you say with a little hand wave. “But it’d take time to channel. Time to cancel out all the magic in there.”

“Okay then,” she says, nodding and turning to you. “Could you, um, please do it? Please?”

“Are you sure?” you ask. “I could run out and get Twilight again. She’d probably have a better way to dispel this.”

“Well, Twilight said she had things to do, so, um,” she shrinks back behind her hair.

While you find her concern of bothering her friends adorable, she raises a valid point. Twilight said she’d be running around, so not only would you have to make the twenty minute round trip into town and back, you would also have to track down the magician herself, who could have teleported herself to Canterlot by now for all you know.

“Unless you had things to do also!” Fluttershy speaks up again, trying to tug back her expanding mounds, now the size of beach balls. “Then I, um-”

“Fluttershy, I’m not going to leave you like this,” you say with a little chuckle. She’s so considerate, nearly to a fault. “Besides, I came over to visit. I had planned to spend with you anyway.”

“Oh, sorry for, um, ruining it,” she says.

“You didn’t Fluttershy,” you say, beginning to concentrate your magic to ready it against the spell. “I like spending time with you. Even if it’s in a bit of unusual circumstances.” You offer her a smile. “Are you ready?”

She nods. Taking a deep breath, you project your cancelling magic onto her chest. You still can’t believe she’s letting you do this. The situation is fraying your nerves and but the sound of Fluttershy’s voice calms you down a bit.

“But if I hadn’t asked Twilight to do the spell...” she mumbles.

“It’s not your fault. It’s no one’s fault here,” you say, concentrating on the globes beneath her sweater. “It’s just a series of unlucky events.”

“Mmm,” she hums uncertainly. You can tell she still blames herself for this, but there’s nothing more helpful you can do now than to get her growth under control.

With long steady breaths, you send waves of the counterspell into her chest, your hands moving in a circular pattern in the air. To your dismay, you still see the fabric of her sweater slowly expanding against her arms. She can barely hold them back at this point. She lets out a little gasp.

“Are you okay?” you ask.

“It’s just tingly again,” she says.

“Sorry.”

“It’s fine.”

You continue to channel your power, taking a step closer to shorten the distance the spell has to travel. Fluttershy tips forward even more, still trying to hold them back. You try channeling more. Hands glow brightly in an attempt to dispel the enchantment, to bring to a halt, to slow it down, or something. Unfortunately, her breasts do not show signs of slowing in their growth as you cast more and more into them. Your hands stop glowing as you drop them to your sides.

Fluttershy looks up at you with worry. “Are you okay? Can you stop it?” she asks, a little desperately.

“Not like this.” You shake your head. “I’m not good at casting from this great a distance,” you explain, dreading your next suggestion. “So in order to have the best chance, I’m afraid I’m going to have to...” You swallow nervously. “...make contact.”

“Contact?” she says quietly. “You mean touch them?” Her eyes are wide as her mouth stays open a tiny bit. Her head sinks down as she tries to hide behind her hair again, but the flowing pink spills on her breasts, keeping it from hiding her bright blushing face completely. She gives a faint grunt as her knees buckle slightly. A couple seconds pass.

“...okay,” she says.

Your face becomes even redder. “R-Really?” you ask a little nervously. She didn’t like it when Dash just grabbed her there so you don’t want to make her anymore uncomfortable.

She nods. “It’s not like, um, we have much of a choice, do we?” She offers a faint smile. “But can we go somewhere else? I kind of want to sit, if that’s okay.”

“Right. Yes. Of course,” you say, walking back out of the kitchen and out of Fluttershy’s way. She turns around the corner and then walks up the stairs, which creak with every step. Going down the hallway, she comes to the second door.

“Where are we going?” you ask.

“Oh, um,” she starts, “...my bedroom.” Your heart skips a beat as you force some naughty thoughts out of your mind. “I hope you don’t mind. It’s just that the bed would probably be better support in case something didn’t work- oh, not that I don’t believe in you! It’s just, um,”

“Fluttershy, I get it,” you say, reaching out to put a hand on her shoulder. “I said I only know a very basic disenchantment spell. It’s better to be safe than sorry.”

She gives you a little smile before turning the knob and opening the room. It’s kept neat as you imagine it would be. Clean wooden floors and walls all around with only a dresser and bed with a red checkered blanket with butterflies folded at the end of the mattress.

She walks over and sits down near the foot of the bed. Legs over the side, she turns at her waist, then leans down to let her bust sit down on the mattress. You bend your knees to let yourself down slowly on the other side, being careful to keep any force from disturbing her grip on her breasts before turning towards her as well.

“Okay,” she breathes out as she adjusts her legs, bending them so her feet are under the bed. “You can, um, go ahead. When you’re ready,” Her face is as red as yours as she looks away. “Just be careful, please.”

Gulping again, your hands begin to glow with the counterspell as you slowly reach out to Fluttershy’s bosom. Her arms holding back her chest slowly descend, letting her breasts spill outward allowing you more room to place your hands. Very carefully, you put your hands on them, making sure not to put any pressure on them. However, even with your lightest touch, you feel the soft skin give under your fingers. Fluttershy has her eyes closed and her face is beet red, but other than a couple little shudders, she seems okay. You resume channeling your magic into her.

As you try to focus, you still can’t wrap your head around the fact that you are actually touching Fluttershy’s chest. You try to concentrate at the task at hand, but the warm feeling in your palms and the softness under the sweater makes it difficult to keep focused. The worst part is that as they grow, they press more and more of themselves into your hands.

Trying to block the incredible sensations from your mind, you close your eyes direct your attention solely on your casting, trying to get the magic to flow as much as you can so you can stop Twilight’s spell. Breathing in and out slowly, you also try to use the other sounds around the room to help keep your mind off the feeling of touching her chest. The sounds of the wind blowing outside. The sound of the house creaking in it. The sound of Fluttershy’s light panting.

Hold on, why is Fluttershy panting?

As you open your eyes again, you see Fluttershy leaning her head back, eyes closed, breathing through her open mouth. Looking downward, you see what you think might be the reason. In your extreme concentration, you’ve started subconsciously moving your hands in circles as you always do while casting. In other words, you are full on groping Fluttershy.

“S-Sorry!” you spurt out, taking your hands back. “I’m so sorry, I- it’s just normally how I cast and, I wasn’t trying to think of- I just sort of-”

“It’s okay,” she says, looking to you with a modest grin. “If it’s how you normally cast, then it wouldn’t be good to... not do it, right?” She turns away as her expression becomes a bit more sheepish.

She has a point. Trying to go against habits while using magic may be distracting. Well, more distracting than now, anyway. So it’s just a little motion that comes naturally. Against her pillowy soft breasts that were growing bigger and bigger in your palms. No problem.

You close your eyes again and focus, keeping your fingers together. While in motion, the fabric and her skin underneath presses around against the sides of your hand. You keep moving them around in your normal circular motion, trying to ignore the warmth against them in all directions as you do so. The clock on the wall ticks away the seconds, seemingly longer than normal. A few howls of wind outside come and go. Fluttershy gives a little shiver every now and then. A few minutes more creep by with her breasts still slowly getting bigger.

"Um," Fluttershy vocalizes, causing you to stop.

"Something wrong?" you ask, afraid that you had hurt her in some way.

"No, it's fine, but," She licks her lips, taking a moment to calm herself. Only now do you see just how hard she was breathing as she lets out a few deep breaths. "Do you think it..." Her eyes look away from you. "Might help if, um."

"Help if?" you ask, curious if she's thought of something that could stop her growth.

"Help if you, um," She closes her eyes, her cheeks somehow turning even redder. "If you... push harder?" she asks, barely above a whisper.

Honestly? No.

No amount of pushing would bring any benefit to your casting. The motion you are doing already completely enables your full channeling ability. There is no reason to push harder in regards to your counterspell.

But maybe that wasn’t why she is asking. Is it possible that she’s... enjoying this? The thought makes your heart skip a beat.

"It's worth a try," you say, mentally preparing yourself for what you're about to do. Taking one last breath, you press into her soft flesh to the point that your fingers begin to sink in as well, resuming your circular motion from before. Heart beating like a drum in your chest, you continue to gently fondle her growing mounds of flesh. She mumbles lightly to your touch. They feel firmer as they continue to push out, wanting to be free of their yellow sweater prison. The bottom of her sweater has been tugged up to just below the base of her chest. You think you see a bit of her skin peeking out underneath. You push them back a little harder, trying to preserve Fluttershy’s clothing from being torn, but all that accomplishes is another gasp from her. Unfortunately, as time passes, it seems like a losing battle.

“Fluttershy, we’re going to have to, um,” You have a little trouble suggesting the next part. “Have to, you know, before it rips.”

She sits with her eyes still closed for a moment, breathing peacefully. Eventually, she leans up with a tiny wince, moving away from your hands while lifting them again herself to try and keep her chest from bursting out of her sweater. She turns around, her back now facing you. Her arms go around herself as her fingertips disappear under the edges of the fabric near her waist.

Slowly, the sweater rises, leaving nothing but the smooth, perfect skin of her back while ascending. As it goes up and up, you notice a white strip of fabric under her shoulder blades going across. Makes sense a woman of her cup size would wear a bra. The back goes up and over her head. Her long pink hair begins to spill out down her back again as she lifts it completely over, but it still has a bit of a way to go over her breasts. You can see the contained orbs with the sweater itself poking around the sides of Fluttershy. The white bra is cutting into her skin, a bit of redness against where the fabric is being stretched thin. She has to tug the top of the sweater off of her breasts first, bit by bit, showing off and pressing into a growing canyon of cleavage that’s barely contained. With some tugs and a little light grunting, she manages to get the sweater off her top portion and reaches under to pull it all the way off.

She lifts the sweater up as she pulls it out. Her breasts, now large enough that her arms can’t wrap completely around them anymore, to fall down with a distinct bounce. Sagging down, enough to make Fluttershy lean forward with them before lightly smacking on her legs, giving them a quick smothering before they raise back up into normal position, albeit still showing movement in waves across her skin. They're color is a little lighter than the rest of her skin, making them seem particularly fragile despite their size. She reaches out beside her and lets the sweater drop off the bed completely and onto the floor, collapsing in a pile of crumpled fabric. With it no longer there, you see her bra restricting her plentiful chest much more than you imagined the sweater. Her breasts bulge every which way out of the infernal underwear, seeping out over every resisting bind. It’s looks as if it might pop off at any moment. Her arms reach behind her a short ways before she gives a light squeak and you see the bra constrict tighter.

“Could you, um, please?” she asks, leaning forward and scooting back towards you a bit, showing the clasp of the bra.

You really can’t believe it. She wants you to undo the only piece of clothing covering her top. The only thing that keeps you in the moment is the fact that you know she’ll be in pain if you don’t.

“Are you really sure?” you ask.

“Mm-hmm,” she says lightly with a small nod.

“Okay,” you say, leaning up and taking the clasp between the fingers of your two hands. “I promise I won’t look,” you say before closing your eyes and pulling the clasp apart. You feel the two straps immediately shoot out of your hands as your hear her breasts smack against her legs again while she breathes out a huge sigh of relief. You don’t move for a little bit, but eventually you hear the sound of the bra fall onto the floor beside the bed and feel some shifting of weight on the mattress.

“Uh,” you hear her softly say in front of you.

“Something wrong?” you ask, still holding your eyes shut.

“It’s, um, kind of hard to move now, without the bra supporting them,” she explains. “Would it be alright if you just reach around?”

You take a quiet breath before reaching forward, touching her back again. Your touch traveling up and over her shoulders, you drag your hands down until you feel her skin become much, much softer. It’s much easier to rest your hands on them in this position than before. Beginning to channel again, you start moving your hands. Rubbing her breasts in a pulling motion rather than pushing like earlier lets her warm flesh touch further up your hands, onto and past your wrists. The skin flows in between your fingers, surrounding them with their silken heat. The urge to simply grip as much as you can is near overwhelming, but you feel her place a hand lightly on your forearm. Her fingertips slowly brush up and down, making you feel a little calmer as you focus on your magic.

As the moments pass and her breasts keep expanding, she herself is pushed back by your massaging more and more until she is leaning against you. You can feel the weight of her hair through your shirt and her slow breathing in and out. Her body heat is soothing, making you want to hug her close.

Her fingertips trail up to your hand where they seem to push a little bit, as if she wants you to do something. Taking a little gamble, you gently squeeze her left breast in your hand, feeling her supple bosom fill your grip. This action causes a gasp followed by a tiny murmur from Fluttershy. The small noise is enough to make you afraid you’re doing something wrong until you feel her head fall back onto your shoulder. Her hair tickles down your neck as you feel her nose begin to rub gently against your jawline. She lets out a happy sigh, her hot breath blowing up across your cheek nearly causing you to shudder.

The two of you continue to sit together as you channel your magic. Unfortunately, it’s very hard to tell if you’re making any progress at all towards dispelling Twilight’s work.

“I’m sorry,” she whispers. “Again. For all of this.”

“Like I said, it’s not your fault, Fluttershy,” you say.

“But, you brought that hot cocoa, and now...”

“That cocoa was just an excuse to come over,” you say. “I just like spending time with you.”

“Really?”

“Of course.”

“Even after the scare of the spell going wrong?”

“Yes,” you say with a smile. “Despite all of this, visiting you is still the highlight of my day.”

You don’t hear anything and you can’t see her face through your closed eyes. All you feel is her hand lightly squeeze your arm. Then she leans a little bit away from you. You begin worrying that maybe you had said something wrong, until-

Something presses against your lips. Waves of sensation travel down your spine as you begin to feel the hairs on your neck start to stand up. The two of you fall backward until you are both laying down, her on top of you. Staying connected, she seems to be trying to scoot herself off of you, but the weight of her breasts make it difficult for her to move. Instead, you begin to slide out from under her to let her get comfortable. You adjust yourselves so your legs are on the bed with you as you lay next to each other while you have an arm around her back, your heads resting on the same pillow.

As you feel whatever is against your lips pull away, you slowly open your eyes. You can faintly taste something on your lips, almost like strawberries and cream. Fluttershy is there, her face next to yours and still blushing, eyes slowly opening as well. She looks at you as you begin to smile, finally confirming what had happened. Fluttershy just kissed you.

Her smile grows in response to yours. No words need be said. You had enjoyed it and she knows. In fact, you enjoyed it so much, you begin to lean forward toward her. You press your lips back to hers again for a moment to get a little more of the feeling and flavor again, the warmth spreading in your chest as you pull her as close as you can. You yearn to be able to put a hand on her shoulder or run it through her hair, but you know they are currently better suited where they are.

You break away and simply stare into her clear blue eyes. She stares back with a gentle smile. You don’t quite believe how this situation is turning out, but are absolutely happy for it. Of course, her breasts are still growing to the point that soon they would keep you both from moving. As silly as it sounds, even though you’re trying to prevent it, a voice in the back of your head says that you wouldn’t necessarily mind being stuck with her like that.

Speaking of, you notice your eyes have broken away from Fluttershy’s gaze and are slowly traveling down to her chest. Remembering your promise not to peek, you close your eyes and turn your head away. You hear a soft giggling from the girl next to you.

“It’s okay,” she says, rubbing her hand up and down one of your arms. “You can look if you want to.” She leans her body towards you and snuggles her cheek against you. You feel her knees bend and slide upward, resting on your own leg. You can only imagine what sort of cute face she must be looking at you with. The calming serenity of her eyes with the joyousness that only her smile can bring you.

“Really?” you ask with a small chuckle, not opening your eyes yet. All you get in response is the warm sensation returning to your lips once again. Opening your eyes as the kiss breaks; you see not the face you had seen in your mind’s eye, but something better. Her eyes shine with trust as she looks at you with confidence. Confidence in you. As much as you would love to continue staring into the deep blue irises, you take your eyes away to let them wander downward and see the mammoth mammaries you have been massaging all this time.

Feeling them is one thing, but being able to see them, see your hands work with them, the skin give and mush around your fingers, is something else entirely. They’re perfectly round except for anywhere pressing against them, to which it forms around nearly perfectly, like how they currently cover your chest underneath. You take one hand and trail around with a finger as Fluttershy watches you play with them with a newfound sense of wonder. The lightest amount of pressure is enough to bend to skin inward and follow wherever you touch. There is not a blemish that you can see. There are a few marks here and there, small nicks and scars that comes with working with animals and the indents from where the bra constricted her, but you wouldn’t call those blemishes at all. If anything, they only add to her already beautiful body. Her nipple, such a puffy looking pink dotting the top of her amazing breasts.

“Fluttershy, these are incredible,” you say with an air of disbelief that you’re actually able to see them along with feeling them.

“I’m glad you like them,” she says as she watches you ogle her breasts. You see her head shrinking down to her shoulders as you explore them, turning as if trying to hide within the hair she lays on. An adorable shade of red spreads across her cheeks as she smiles. Tiny gasps escape whenever you pass over her nipple. You can tell she’s embarrassed, but her features show that she’s enjoying this as much as you are.

Your glowing hands go over the front and underneath where they sink into her ever expanding breasts from below as you lift up what you can. Her breasts are too big too completely lift, overflowing out of your hands and arms like bags of water and touching down at your waist. Her warm supple flesh is trying to pour out between your fingers as you softly slide them out and around the front, leading up to the top and massaging them in a circular motion, pushing them downward against your bodies and themselves. She lets out a few gentle hums in appreciation to your careful touch. Slowly, you lean down and tenderly kiss the base of her neck, eliciting an excited gasp.

“Enjoying yourself?” you ask, rubbing the tip of your nose up to her cheek. There, you plant another kiss as you feel her shiver against you. At this point, you’ve completely forgotten why you’re doing this. The magic still flows to counteract Twilight’s spell, but it does so on its own with your immediate attention focused on the pleasure of the girl against you.

“Oh yes. Yes, I am. Very much.” she whispers between breaths. “Please. Don’t stop.”

“I won’t.” You plant another kiss on her cheek. “I’ll keep going for as long as you want, Fluttershy,” you say as you lean your head back up next to her ear. Taking the tip of her ear between your teeth, you lightly nibble, causing another hot gasp from her throat. Her flavor is sweet, as you imagined, combined with the light flowery scent of the shampoo in her long, flowing hair.

You bite softly a couple more times, along with running your tongue against her ear as much as you can. Pressing it against the side of her head as if giving it a gentle kiss, then you let her ear go with one last tiny lick with the tip of your tongue.

“You said,” Fluttershy begins to speak. “That... you like certain personalities,” Her eyes glance over to you. “What kind of personality do you like?”

You feel the sides of your mouth go upward. “Well,” you begin. “I said I like nice girls. Caring girls. Girls that think of others before themselves.”

Fluttershy closes her eyes as she just listens.

“A girl who can be afraid, but pushes through for the ones she cares about. A girl who would never let her friends down, even if she was terrified.”

You see a smile begin to form on her lips.

“In fact, I know this one girl.” You nuzzle down her jawline. “She’s a very nice girl. Nice to everyone, and especially nice to animals.”

Fluttershy is now softly grinning.

“She takes care of animals herself when they’re hurt or sick. That’s how nice she is.” You lean your head back up level to Fluttershy’s. “In fact, she’s so nice; they say she represents the idea of kindness itself.”

You look down at her peaceful face, completely content. You lean down to her ear.

“I really like you, Fluttershy,” you whisper.

She gives a little shiver with a low moan as she stares off into space. You think you begin to see tears forming in the side of her eyes as she turns to you.

“I really like you, too,” she whispers back. “I really, really like you.” Her words spark a blaze in your heart as her head leans up to connect her lips against yours.

It’s hard to say which is softer, Fluttershy’s lips against yours or her lovely breasts in your hands. Not that it matters; It’s not like you are being forced to pick between them. You simply enjoy the warmth of both sensations as she takes her hands and reaches them to rest on your shoulders her, pulling you closer so the entire length of your and her bodies are touching.

Something begins to feel different. Your hands start glowing much more brightly than before. The magic you channel feels different. Instead of flowing through your whole body, it seems to be coming from somewhere very warm in your own chest, fizzing out through your body and down your arms. It’s an incredible feeling and you don’t want it to stop.

Suddenly, Fluttershy gives a low groan into the kiss before she breaks it. You look at her in concern.

“Are you okay?”

“M-My breasts... feel really tingly now,” she gasps out.

You immediately begin to pull your hands away in case she was uncomfortable with the stronger feeling.

“NO!” she exclaims as she suddenly comes up with her own hand, her thin fingers wrapping around your wrist, and mashes it back into her soft skin, deeper and warmer than you had ever felt her.

“No no no, don’t stop, please,” she begs, her smooth grip forcing you to rub her breast harder than before. “It feels really good.” The length of her arm is rubbing against yours as she makes you work her chest, her warmth of her soft skin surrounding you from your hand to your elbow.

You smile as you bring your other hand back to continue massaging her as she murmurs happily. You send out a little pulse in your magic and are rewarded with a small squeal of glee. Her breasts are now so big that they spill over, covering both of you in their wonderful warmth. The weight pushes you both deeper into the mattress, surrounding you in the heat, trapping you within along with the lady of your dreams. Her other arm moves around your shoulders as she pulls herself even more against you. If Heaven was on Earth, it’d be right here.

You want more. You don’t care if it’s her breasts, her body, her touch, or simply the sounds she makes. You just want more of Fluttershy.

Feeling adventurous, you lean your head down and kiss her voluptuous bosom.

“Oh~!” Fluttershy moans. “Again, oh please, do that again.”

You happily oblige, pressing your lips against her breasts, pushing deeply enough to cover your entire face. Every now and then, you keep your lips there, poking your tongue out and dragging it across her soft skin. The taste of her body is almost like a rich candy. Sweet and smooth, with a hint of tang from her perspiration.

You look up and see her huffing and puffing with the biggest open-mouth smile you’ve ever seen on her, her tongue hanging out a tiny bit. She’s lost in her own little world; receiving such pleasure from you, the one she’s wanted to be with for who knows how long. What you do know is that you won’t stop until every single moment she’s pined for you is made up in sensual satisfaction. So you keep kissing. You kiss and kiss, willing to treat every new expanding inch with your affection.

And then, a devious thought enters your mind. Your exploring hands go out and find what you are now looking for. Fingers trailing all over her breast instead of pushing in like before has Fluttershy let out a little squeak in confusion. She opens her eyes and looks at you expectantly. She lets you continue, knowing whatever you’re doing will most likely send the two of you into higher levels of passion.

A little point on her breast that causes more sharp gasps as you pass over it. Leaning up a bit to reach your entire right arm under, keeping your other around Fluttershy, you then hoist up the breast up to yourself and find the round pink spot that is now the size of your palm. It feels a little rougher as you run your fingertips over it and has a little bit more resistance than the rest of her gigantic fleshy hills. Fluttershy watches curiously as you slowly bring it to your mouth, past your lips as you lightly begin to suckle it.

Fluttershy gives a sharp cry in pleasure, arching her back up against the weight on top of her, followed by more moaning as you lightly bite the nipple with your teeth. Your sucking is slow and deliberate, tongue trailing around before giving a couple flicks to the tip that you feel become harder and harder within your mouth. You smell the bitter scent of sweat grow a little more over her usual wildflower essences. The moans die down to panting as she looks down at her other breast being neglected of such wonderful treatment. She reaches up and pulls it back, looking for the nipple for herself.

Switching your hand around to the underside of the breast to help her lift it up, she begins to roll it up towards herself. When she is able to reach it, she takes the right nipple into her own mouth and starts to suckle it like you. Her moaning returns as the two of you close your eyes and lay there, both enjoying her plentiful breasts, They’re still expanding on top of you both, the growing mass causing you two to sink down even deeper into the bed you lay on. The dipping mattress gives a squeak and pushes your bodies against each other even harder against each other. Fluttershy begins adjusting herself again, turning as much as she can and shifting on top of you. By the time she’s done, she’s almost completely on top of you, except her head is in the crook of your neck. Her legs rub up against yours underneath and shifts up the fabric of your pants allowing her smooth skin to stroke against yours.

Her moans grow a bit louder as her movements become a little more fierce. Not that you mind. You very much enjoy hearing and feeling Fluttershy experiencing this pleasure and the warmth of her generous size over you.

But then, you taste a tiny bit of liquid inside your mouth. It’s warm and very sweet.

‘Is she lactating?’ you think to yourself. ‘Did the spell do this?’

Of course, you don’t really know and you don’t really care. It starts as a couple of drops, but then becomes a small flow into your mouth as you continue to suckle. The breast milk from Fluttershy’s nipple is so delicious, you just want more. You squeeze her bosom a little harder as you suck with a bit more force, causing a bit more of the sweet milk to flow into your mouth. The warm liquid pours across your tongue, spreading its wonderful taste. The thick, creamy milk smoothly flows down your throat as you swallow, settling down in your stomach, building a soothing heat from within.

Looking over to Fluttershy, you lock eyes with her. She seems to be sucking on the other nipple much harder than you. You see a small trail of white liquid trailing down from the corner of her mouth down past her jaw. She releases the nipple from her mouth to swallow, some milk dripping down her breast, beginning to pool and drip between your bodies.

“I,” she begins between panting, “I can’t make it... feel as good... as you do.”

The sides of your lips curve up into a smile around her nipple. One more long suckle causes Fluttershy to groan. Feeling a bit playful, you slowly sink your teeth into the rough skin, its texture giving underneath the pressure of your loving bite. As your bite becomes harder and harder, Fluttershy gives small gasps building up to full low howls of approval as her hand squeezes yours in her grasp. All the while, more of the wonderful milk to flows into your mouth. Eventually, you let go of her teat with a last flick of your tongue against the tip, feeling the indentation you had made.

Fluttershy lays for a moment, breathing deeply to replenish what she nearly screamed out. You simply watch her, her eyes closed, cheeks flushed red, and strands of her pink hair scattered every which way. She takes the hand supporting her left teat to brush some of her hair out of her face. The breast she was holding rolls back down your bodies, just down past your knees.

Your push and pull with your hands, with assistance from Fluttershy. Working against the size that has inevitably been added, you still take care because all of this mass is still the beautiful girl beside you. She places her hands next to yours, close enough to touch and lends her strength to your guiding tugs. Together, you roll the soft flesh to bring the nipples together between the two of you. Her breasts look nearly folded in half up towards your head, almost doubling the weight you feel on top of your upper body and still growing. Both of your legs poke out from underneath, where you feel her foot move over and begin rubbing against yours.

“Let me help you, then,” you say moving your mouth right by the teat you were just enjoying. Unsure of what you’re planning, she slowly leans her head over to join you, pressing her cheek against your own.

You take the right nipple into your mouth as she does the same with the left. You begin lightly as she follows suit, this time the two of you indulging together, rubbing cheeks together as the sweet milk flows again into your mouths. You can feel her breath blowing off the enormous breast back across your face as you notice your own breathing moving the hair on her forehead. You feel her moan, rumbling deeply in her throat, as you join her. It’s incredible how close the two of you are holding each other and, with any luck, you’ll soon be experiencing each other even closer.

As you see her close her eyes again, you set your plan into motion. Taking your mouth off of her succulent teat, you move your tongue over and begin licking the side of Fluttershy’s mouth. Her eyes open to look at you again in confusion, but you simply keep licking, requesting entry. Eventually, she does pull away enough to let your tongue reach in to help her lick at the nipple she was servicing, but allow to exchange the sweet taste of her milk with each other.

With a little pulling, you get both of her nipples between your mouths as you begin licking them at the same time along with each other’s tongues. The tip of her nipple is hardened and feels a little rough, but the skin around it is as soft as ever. Between that and her tongue both covered in milk, twisting around in your mouth, you could be forgiven if you have a little trouble remembering which is which. It’s almost as if you’re kissing two of Fluttershy at the same time. Your lips and hers come together against her soft flesh as you extract and pass the sweet nectar back and forth, tasting, swallowing, some dribbling out of your mouths and rubbed into your skin as your cheeks rub together.

Her moaning increases as well as the intensity of her passion. Her licks become harder, as does her kissing. You find yourself struggling to keep up with her. As you massage her still ballooning breasts, each big enough to serve as a beanbag chair, her hands come up to meet yours and force them to push even harder into the unyielding skin, forces you to grab tight handfuls of her chest. She grunts hard with every pull that fills your entire arm’s length with warm pillowy soft flesh. Her strength surprises you. Rolling waves of her skin caused by the rough handling make her breasts push up into your faces as you suckle them. Your shirt has been pushed up to your shoulders; you can now feel the amazing softness of her breasts on top of you, directly on your skin. Underneath, your legs wrap around each other and tightly intertwine as she tries to press herself as much as she can against you.

The shifting weight of the waves from squeezing her massive bosom so much causes the two of you to start bouncing on the mattress. You and Fluttershy rise up and down in rhythm, squished between two giant warm cushions. The bed begins creaking in the motion, adding to the noise. Her supple flesh blanketing you, the density make you sag even deeper into the mattress with her while underneath the warmth her body rubs against yours; the sensation of it all causes you to start moaning as well.

You feel your counterspell working stronger. You feel your magical influence flowing into her as her essence flows back into you as the rich and creamy milk. The physical pull and push of her entire body against you, even engulfing you is amazing as you start to give into the cravings of primal sensual desire.

It’s suddenly becoming much easier to follow Fluttershy’s lead, gripping and mashing her gigantic globes with as much enthusiasm as her. Her fingers slip between your own as your work, letting you have fun with her massive mammaries as she enjoys the sensation.

You feel yourself falling deeper into your lustful urges with Fluttershy as you find yourself understanding her actions even more. The mixture of extreme licking and kissing is actually just like her -- she’s trying to get as much milk as she can before giving it to you. Even in this fiery passion, her selflessness shines through and drives you wild. You couldn’t possibly thank her without return the favor, extracting as much of the tasty milk from her breast as possible before sharing it with her waiting mouth.

As her moans continue to grow, the flow of milk from her breasts increases. As yours grow, the light from your hands grow brighter. The cycle of give and take becomes greater and the two of you become ever more vocal. Milk is flowing to the point that a good amount escape your lips and drips down, beginning to soak your and Fluttershy’s chests. You both continue suckling and licking feverishly at the teats, coercing even more of the warm milk. Your magic is so strong that you feel the tingling down your arms as you continue handling her.

But you feel yourself about to reach a limit. More magic was flowing out of you than ever before. It feels amazing, the flowing feeling and warmth of the magic travelling up your spine. However, you could only keep it under control for so long, and that control is slipping fast. You don’t know what’ll happen, but the doubt is pushed aside from the taste of Fluttershy.

Both of your moans nearly become screams. Your bodies are drenched with milk; small puddles forming on your bodies. You tongues twist wildly against each other and her nipples. Fluttershy’s grip on your hand tightens as she helps you again forcibly massage her bust, also wet from the milking and shining in the light.

You’re about to lose it. The warmth, the sweet taste, being covered in it all is too much. The two of you have ceased kissing as you both wrap your lips over a single nipple, the light of your arms brighter and squeezing harder than ever. You feel her legs wrap around yours as you twist in kind to hold them as tightly together as possible. Her body begins rubbing up and down against yours, the friction adding to the arousing heat.

“Bmmh mh!” you hear Fluttershy try to say, muffled.

“Whm?” you ask, looking over confused. She lets the nipple of her mouth for a mere moment to talk.

“Bite me! Like you did before! Bite me hard!” she shouts before her mouth returns to her teat.

Realization dawn, you press down on the nipple with your teeth again, as hard as you were before, but trying hard not to break the skin. Fluttershy’s moans immediate escalate as you hear her cry “Yss! YSS!” with her whole face pushed into her right breast.

It’s all too much. A climax is building within you and Fluttershy. Your magic is barely controlled and her milk is coming out like a hose. You have no idea what’s about to happen, but you want nothing more than to share it with her.

The last of your restraint is breaking. With the last of your ability, you hold back to break through with one major pulse of magic into Fluttershy. The muscles in your arms feel as cold and pulled tight as piano wire. Taking one last breath, spilling some warm milk out of your mouth, you release.

Both you and Fluttershy scream out in ecstasy, but are quickly drowned out by the tidal wave of warm, sweet milk filling your mouths. It bloats out your cheeks as you swallow as much as you can. However, it’s too much for both of you and streams of the milk leak out, completely flooding over your bodies and the bed sheets underneath as it flows between you. The warm liquid makes you and Fluttershy slide against each other, slipping and rubbing heatedly together as she tries to grip you with her arms and legs, but you keep escaping her full grasp.

The handling of her breasts now at its roughest, your bouncing on the mattress increases to the point where the bed could collapse any minute. Rising and falling like a roller coaster with Fluttershy underneath her giant and soft marshmallowy bosom, milk is sprayed every which way, all over your bodies, the floors, the walls, and some even splashes onto the ceiling. You feel something inside you burst as your magic flows through her breasts and through her body, both of you abuzz with magical energy that lights up the entire room. Eyes glowing brightly, electricity shoots down your spine as a hard fizzy feeling consumes your entire being. The hairs on your body stand up on end so hard, it feels like they may fly off under their own power. You see Fluttershy with the same glowing eyes, her hair whipping around in the air, strands wildly sweeping across both of your faces, necks, and chests. As you while you fill her with your magic. Both of your backs arc up instinctual, which only serves you push you both even harder against each other. All the while, you both gulp down the heavenly milk as it continues to fill your mouths and stomachs.

Eventually, the flow dies down into a few dribbles as you swallow the rest of it. When the milk stops, you release her breasts and they roll back down, their mass covering you both down past your feet like enormous pillows. The bed bounces one last time after you let go of her bosom and then begins to settle. Seeing her other nipple, you see she was biting on her own just as hard as you were. You wrap your arms around Fluttershy’s waist while hers find their way onto your chest. Holding her tightly, you revel in the feeling of your bodies together, being squashed under such an incredibly cozy weight against her downy soft mattress.

The two of you turn to each other and slowly begin exploring the insides of each others’ mouths to once again share the sweetness of the milk. She backs away to lick up some of the stray droplets from under your chin before return to your mouth to share. She pulls away again and you join her, licking up the milk from her face and chin to give to her in her mouth. The sweet taste of her skin and milk mix on your tongue. Both of you are still panting heavily and you feel her hot breath blow across wherever she’s licking. Joining lips again, your tongues press tenderly together, slowing sharing the milk with each other as you hear her let out a long low moan into your mouth before breaking away and searching again for more, once again dragging her tongue against your skin as you follow her example. Soon, your face and neck are dry and you share with each other your own taste before simply lying together in a half-awake daze, not caring if the bed under you is still wet.

Your stomach feels full and heavy, as if you had just eaten a great feast. The feeling is so comforting and full of satisfaction as you snuggle your cheeks together as you revel in the warmth underneath her gigantic mounds that are nearly the size of the bed you’re laying on. They easily give and form around your bodies, her soft skin wanting to seep in every open space it can. It’s like being smothered against the smoothest balloons in the world filled with the hot chocolate you had brought over; toasty and making you feel incredibly warm within.

Her long hair is messily strewn about, strands of pink tickling your neck, laying across your shoulders, and some falling into the wall of cleavage in front of you. Her legs are still entangled with yours, but she loosens her grip so she’s not squeezing you as tightly. One of her hands softly strokes your chest as you feel her foot lightly rubbing on your leg. She quietly hums as you both begin to relax from the major exertion you two had just went through. You give her another light kiss on her cheek among all you had exchanged today.

You look up to the two lovely globes you have to thank for all of this. Why, if it wasn’t for-

Wait.

You take your arms away from Fluttershy to feel around her bosom. She looks at you confused at first before cooing softly at your touch. You be gentle, figuring after such treatment they’d be rather sensitive.

“I think,” you begin, looking back down at Fluttershy, “they’ve stopped growing.”

“Really?” she asks, looking up and inspecting for herself.

“Do you still feel tingly?” you ask.

“Well... yes,” she admits. “But I thinks that’s for, um, a different reason.” She shrinks down a bit, her face blushing. You smile as you work back through the fleshy mass to grab the under edge of your shirt, nearly dripping wet, and lift it over your head. You want to feel as much of this as possible over your body. You settle back in, the warmth flowing over your shoulders as you wrap your arms around her again. As you do, you feel her turn and give you a long kiss on your cheek.

“Thank you for helping me,” she says, her blue eyes looking up at you.

“Any time,” you say, replying along with a quick peck on the lips. "So how long did she say this spell lasts?" you ask.

"Um, an hour or so, I think," she replies. She breathes a light yawn through her nose.

"Tired?" you ask with a little chuckle.

"I, um, a little." She looks away. "Sorry."

You give her a little squeeze in your hug. "It's okay. I know this little incident was a bit exhausting."

"And absolutely wonderful..." she mumbles dreamily. Your smile grows more at her.

"So about an hour. And I don't think we're going anywhere in that time," you say, shrugging at the breasts covering the both of you. The movement causes a light squeak from her. "How about a little nap?" you ask.

"That sounds very nice," she says. She turns herself as much as the weights on top of you both allow. Somehow, she is able to work her arms around you. Working an arm out of her breasts for a moment, you twiddle your fingers with another soft glow, lifting the comforter folded at the end of the bed. It unfolds in the air and lays itself down across Fluttershy’s giant breasts. Unfortunately, it can’t completely cover them.

“I hope that’s alright,” you say, working your arm back under to hold her as closely as possible. She looks to you again to give you another quick kiss on the lips. She smiles at you then lets out a content little sigh before closing her eyes, her forehead resting against yours.

You simply watch her for a while. Her breathing eventually becomes slow and regular. Soon, in the warm embrace of the beautiful sleeping woman next to you, your eyelids begin to feel heavy. Breathing out a yawn, you gently plant one last kiss on Fluttershy's forehead. Your exhaustion catching up with you, you close your eyes, snuggled deep within the softest blanket you’ve ever known, to meet her in blissful slumber. The last thing you see before drifting off is her smile growing just a bit wider.

~~~~~~~~~

“My my my, Twilight,” Rarity says with a teacup near her lips, “I never took you for one to play matchmaker.”

“Well, they were pretty obvious to everyone except themselves. I figured it’d be good to give them a little push,” Twilight says before the two take a sip of their tea. “I hope Fluttershy can forgive me for making her worry like that.”

“Oh, I don’t think you’ll have to worry about it,” says Rainbow Dash before taking a swig of her water bottle. “Have you seen the way they’ve been smiling all week? They probably both needed something like that for a long time. He even came to you asking for the spell!”

Twilight and Rarity share a chuckle. “Isn’t that just typical of boys, now?” Rarity asks. “But then, I suppose I should consider myself lucky,” she says, leaning back in a way that shows off the valley of cleavage in her white business suit as she takes a long drink of her tea.

“Hmph,” Rainbow pouts as Rarity finishes and relaxes back into her usual pose. “Hey, Twilight. Think that spell you cast on Fluttershy could work for me?” she asks.

Twilight giggles. “Sorry, Rainbow. There has to be something there to expand, first.”

“Hey!” Dash exclaims and Rarity and Twilight share another laugh.