A Little Stone Adventure- Courtesy of Trixie

by zetasquadron94

Rating: mature
Tags: Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Fetish, Rainbow Dash, Fluttershy, Porn, Trixie, Sex
Length: 5878

Trixie's experimentation results in a night of passionate madness.

While in the Everfree Forest, Twilight has stumbled on another cockatrice and turned to stone. Frozen in place, a certain mare stumbles across her. The Great and Powerful Trixie can free Twilight easily, but something else makes her think... why not take advantage of this opportunity? She decides to perform an "experiment", altering Twilight's body while she is still frozen. However, while her efforts are successful, she didn't think about what would happen next, particularly on a night when the cockatrices are upset. A night of passionate madness ensues; and they, and some of Twilight's friends are stranded in the forest. It'll be interesting if nothing else.

Futa, transformation, dubious consent, breast expansion, cum inflation, clothing damage, stripping, female to futa

Inspired by CuTiE_PoNY-JacKie's story
https://www.fimfiction.net/story/535758/trixies-failed-revenge-or-whats-hiding-under-twilights-tail

featured 2/19/2024

Published 2024-02-19 04:20:01 UTC
Last updated 2024-05-06 01:36:12 UTC

The Transformation

Twilight Sparkle was frozen, turned to stone by a cockatrice. She stood there with her hand half-raised, her eyes and mouth wide open with shock. All she'd been doing was a late-night errand for tea. Did that really warrant this?

She stood as a statue in the depths of the Everfree Forest. Her currently sightless eyes could just make out the path in the distance, but she’d lost it in the dark when a cloud went over the moon, and she'd tried to escape the hissing of the cockatrice. She stood in a clearing about a hundred meters from it. All was still. An owl came by to sit on her head for a few moments before it continued.

There was rustling in the bushes. Was it one of her friends, perhaps Fluttershy?

Instead, a navy blue unicorn stepped out of the bushes, dressed in a hoodie and a skirt. She was dirty and looked like she’d run through more than a few bushes. "Blasted cockatrices... just because I stumble into a nest or two doesn't mean--" She gasped, then peered into the dark, and her eyes widened. “Oh, sweet Celestia… Trixie's little friend was right for once!” She rushed forward to see her prize. Trixie cackled, “The great Twilight Sparkle, brought down by a cockatrice! Ha, ha, ha!”

Twilight did not respond, her frozen expression of shock did little to put Trixie off her gloating.

“Ha, ha, ha!” Trixie laughed again. She practically danced around Twilight, delightfully poking and prodding the statue that replaced flesh, “You can't do anything to me! Neener neener!”

After a moment, the silence was what put her off more than anything else.

Trixie hmphed. Then she grinned, “I can set you free, let it not be said the great and powerful Trixie is not merciful…!”

She conjured a spell, a ball of glittering blue flame, coalescing in and out of a sphere. The light seemed to make Twilight's face light up as it reflected off the glittering stone.

“You would be in my debt for sure! Freeing you from a lifetime of stone!”

Trixie laughed once again and drew her hand back. Again the light reflected, rising on Twilight's frozen face.

“...but why do we have to go right now?” Trixie murmured. She let the ball dissipate. “This is the perfect opportunity for an… experiment.” Trixie stepped back and pulled up her hoodie. Once free of it, she pulled off her shirt. She noted she was in full view of Twilight. “Don't watch me strip, you pervert,” She teased. When there was no response she sighed, “Very well. I suppose I will have to show you…”

Twilight had a good figure but rather modest breasts. She was hot in a ‘girl next door’ sort of way, quite standard, pretty attractive, but not what Trixie preferred. She was attractive, no doubt about it(not that Trixie particularly cared, no certainly not, no obsessive behavior at all!), and she may have been cute as hell(from an objective standpoint), and she might have made an adorable librarian(entirely objective), but she wasn't Trixie's fantasy. At least, not her favorite. Trixie grinned. She had the opportunity for a prank. A delightful little joke.

As Trixie pulled off her bra, her breasts bounced out. They weren't enormous, but they were perky enough to attract attention. She grinned at that. She had a well-toned ass and a skinny figure that nevertheless drew eyes from mares and stallions alike. Not that she liked stallions, gross. Trixie shimmied out of her skirt, and smacked her backside very gently, “How’s that strip tease, Twilight?”

Of course, the unicorn didn't respond.

Trixie made a magic gesture, and a smock appeared from a small portal, along with a large fabric bag and a set of trowels. She pulled on the smock, hiding her body from view. She looked in the bag. She swore and threw it back into the portal. She drew out a different one, and this time smirked. “What do you know about cement, Twilight?”

Twilight probably knew a lot but wasn't aware enough to respond.

Trixie stepped closer. She cast a spell. The stone that formed Twilight's clothing disappeared. It was not part of Twilight's body after all. Trixie took those fragments and mercilessly mashed them into a paste, mixing them in with her other cement. She wasn't going to need them, and Trixie needed more plaster for what she would do.

Trixie admired her enemy's body. “So sweet. Cute. But you know what? Trixie’s rival shouldn't be so weak.” She ran her hand up Twilight's sides, “These are so…simple. So not muscular.” She felt up her breasts, “Eh.“ She looked at Twilight's surprised frozen expression, “Now…to work.”

Trixie slapped Twilight's snatch with plaster. She grinned and picked up more with a trowel. She quickly turned Twilight's vagina into a mound of stone and gooey sticky plaster. Quickly, once the material was high enough, she began to make circular motions around it. Trixie grinned as she worked, moving her fingers with dexterity. Rapidly she built it up, creating a long cylinder. As she did so, she used her magic for extra hands and shaped the end into a bell shape. She stretched it longer and longer, reaching nearly a foot. Trixie grinned. “A foot-long morning boner, how appropriate,” She said. A truly massive erection took shape, a long veiny member that was just barely proportional to Twilight's body. It was big enough to satisfy most mares, Trixie thought, and then smirked, “And of course…” She added some hefty testicles. They seemed comically oversized, bulging, and ready to burst.

Trixie applied a spell. A purple circle appeared a centimeter from the plaster and mortar and ran up and down it. She felt the heat from where she was standing. Within seconds, the loose material had hardened to stone. Permanently part of Twilight. Her snatch was gone.

Trixie looked her up and down. “Well, we can't have this be disproportionate, now can we?” She looked at her bucket of plaster, “And we still have so much to work with…”

Trixie put the plaster in her hands and slapped it onto Twilight's chest. Their form and nipples disappeared under the goo, and it began to drip. Trixie summoned a spell, which caught the dripping material in a pair of half circles. The purple energy coalesced and swiveled up like a door, forming cups over Twilight's slick stone breasts. Trixie narrowed her gaze. Two tiny holes appeared in the top of each magic cup. She summoned a pair of balls of mortar and fed them into the cups. “Hm…” Each magic cup was crammed full of the material, fit to bursting. Then Trixie smirked and made them a little bigger. Once filled again, she made them even bigger. And bigger. Each time they filled to the bursting with mortar. Trixie reached out a hand, comparing her fist to the bulging purple cups. Then, finally, she smirked once again. The holes opened up, and two pinpricks, one on each cup, extended out. Trixie summoned the heat circle once again.

When it was done, Trixie reached forward, “Oh, my goodness gracious…dear Twilight, what are you doing without a bra?”

Twilight's breasts had been smothered under mortar. In their place were a pair of enormous teardrop-shaped stone tits, each bigger than Trixie’s fist, and utterly defiant of gravity, with quite distinct erect nipples. They were perky, and huge, and Trixie purred as she felt them up. “Won't these be delightful for all the stallions around?”

She looked down. Twilight's bust and penis had been improved and added upon, what about the rest of her? Trixie stepped around her “sculpture”, considering it. The mare's flanks weren't exactly complimentary, Trixie had to say. Twilight was quite content with them, but her thoughts on the matter sailed when the cockatrice got her.

Trixie sidled up behind Twilight. She breathed in the frozen mare's ear, and moved her hands over her hips, along her waist, slipping to the front of her stomach. She reached down and felt the hilt of Twilight's new toy. Trixie frowned. She ran her hands along Twilight's waist again, and as she did so, slivers of stone began to shave themselves off. The mass was sent down lower, adding to her hips. She felt Twilight's flesh remodeling itself for her hands, her end finger brushing against the rising hips. Trixie’s frown grew into a smile. When she was done, her hands could slide quite smoothly from feeling Twilight’s ass to her cock.

Trixie stepped back, her smile fading. Twilight had developed some nice curves, but she felt Twilight's butt. “Well, that's going to have to change.”

Immediately she pasted it with mortar. She formed a similar pair of cups to Twilight's boobs, but only slightly. This mold was taller, affecting her entire posterior. Trixie poured in the cement and immediately applied magical pressure. Behind the transparent material, she could see the gray goop plaster itself across the bottom of Twilight's butt to her lower back. Trixie frowned then another purple line climbed up Twilight's spine. She nodded, then went to work. She poured on the cement, and added layers and layers to Twilight's butt, putting on years and years of meat and vegetables, and particularly sweets. As the cement and plaster spread, Trixie pushed it beyond her ass, affecting her hips, and flowing up her spinal magic casing.

Twilight's ass grew in seconds. From a distinctive feature about her to rivaling her new chest in terms of size. It was smooth and voluminous. Trixie reached out and massaged it, spreading it around slightly. The mass smoothed into a more muscular bubble butt, while her hips seemed to draw out. “You'll need that spinal stuff to stand…” Trixie murmured. She took a step back.

Twilight had previously had a generous figure, but more of a sexy librarian look. Now, it was stunning. She was as top and bottom-heavy as Celestia was. She had a gorgeous hourglass silhouette, packed on with muscle and meat that Trixie just wanted to take a bite out of.

But Trixie had to control herself, she had more to do. Trixie chiseled off Twilight's hair completely, leaving her smooth. “I could leave you like that, bald, with no explanation,” Trixie said, “Wouldn't that be fitting?” She looked into Twilight's frozen, stone eyes, “But I'm merciful. Heck, I'm going to give you a gift.”

Trixie picked up a ball of plaster. She plopped it onto Twilight's head. The plop splattered some goop down onto her eyes.

“Oops,” Trixie said. She cast a spell, and seemingly perfect eyes were chiseled out again. Trixie smirked. “Starting that earlier, I suppose.”

She snapped her fingers. Some cement scraps appeared and formed into a wire frame over Twilight's face. They solidified into a transparent barrier over her eyes. “I think you needed that even before I got here,” Trixie murmured.

The unicorn magician went back to work. She straightened the goop, and a mold went over Twilight's entire head, with a long curved cylinder behind her.

Trixie restored the mass of Twilight's hair in seconds, though she cut her bangs a bit. She furrowed her brow in concentration and used her hands for additional supportive gestures. Twilight's hair was as unruly as ever, but smoother, like it had been styled. More significantly, Trixie noted with satisfaction, it had been formed into a perfect ponytail, with a stone scrunchy and everything. “Trixie always liked her partners to put their hair up,” She said, leaning in toward Twilight teasingly.

Trixie took a step back. The frozen mare had been completely altered. She was naked. None of her clothes survived the raw material process. Twilight's breasts were enormous, the size of cantaloupes at least, if not larger. Her body had been transformed into an hourglass shape, a curvy and sexy body that made Trixie drool. She wiped her mouth as she admired her handiwork. “Dang, Trixie is good…”

Instead of a nerdy librarian, Trixie left a naked Amazonian nerd. She was done altering her. For now. Trixie snapped her fingers, and dove into the bushes.

The additional stone turned into flesh, adding mass as if she had had it for years. The plaster marks vanished, replaced with a pure purple body. Her breasts, once released, bobbled and jiggled like they were made of jello. Twilight collapsed to the ground, falling onto her new bubble butt with less pain than expected. And then her cock came down, fully erect and at the ready.

A naked Twilight Sparkle went from standing up to falling to the ground. She let out several confused sounds of pleasure, pain, and shock. She yelped and moaned, her back arching as she processed what was happening. Her whole body was filled with a stinging pins and needles sensation. What's happening? I–

Her center of gravity had shifted dramatically. Her nipples hit the ground and she let out a scream. Twilight rolled onto her back, looked down, and screamed again.

There, on her chest, were some of the biggest boobs she'd ever seen. They were enormous, massive handfuls. She cupped them and felt herself nearly cum from shock. They were tremendously sensitive. She rubbed them and they nearly made her orgasm. “What's going on?” She mumbled. Then she noticed an odd motion on her lower body.

She sat up. Her whole body seemed to shift and tremble. She gasped. Her body had been transformed. She squirmed, “What the fuck?!” From what she could see past her boobs, her entire body had been reconfigured, her proportions altered. Her hips were spread out, her waist was drawn in, her butt felt like a cushion: and there, between her legs, was a footlong fully erect cock.

Twilight's eyes were the size of dinner plates. She grabbed it and almost shouted. She let out a yelp. It was real! Real as her leg or her head! She felt her lower body. It was an exaggerated hourglass, as far as she could tell by touch. Her snatch was gone, replaced by this… thing.

She found a pair of glasses on her nose. When she removed them, things further away were blurry. “What the…? Whoa, that’s way better, I guess…” As she found later, this was left unchanged. She just never knew she was nearsighted.

Twilight felt her sides, felt her expanded and transformed flanks. She gasped in shock at her increased sensitivity. “Wh… why do I have a dick? When did I get glasses?” She looked down at herself, “Why am I naked?” She felt her hair, “And why do I have a ponytail?”

she heard a slithering sound and a hiss. she took off running. her center of gravity was shifted. She didn't run right. She felt her whole frame jiggling.

Trixie loved watching her ass shake from side to side. Then she heard a hissing. Then another. And another. “Oh…shit,” she mumbled. “I think I’ve made them angry!”

Twilight couldn't go to Zecora’s like this. Her cock softened but was still enormous. She stopped, leaned against a tree, and felt her breasts. How did this happen? How did she get so… hot? The word sprang into her mind and she shook her head. She remembered another mare from some time ago, with glasses, and a great figure, but she didn't want to be her… did she? She often wondered if she wanted to be her or on top of her.

Twilight realized her hands were rubbing up and down her new sex organ as she thought. She shook her head. She was in danger! Someone had taken her and changed her without her consent! She had to get to safety! And find clothes!

She heard that hissing again. It seemed the creatures of the night were disturbed by something.

Fluttershy! She thought. Fluttershy is out tonight! She can help me! She sprinted off into the woods.

Trixie followed as stealthily as she could. Her joke was going quite well Hm, how am I gonna switch her back? Trixie thought. She realized sometimes she should think ahead.

The Variation

Twilight stumbled through the woods, scampering through bushes and trees. Her purple skin was reflected in the moonlight. Twilight's new body was hard to get used to. The new weight distribution, the shape, the fact she could see better… oh, and the fact her clothes were missing. She stepped on a thorn as she moved, and swore. The unicorn ducked behind a tree and held her breath. She heard the hiss of cockatrices. She could hear their slithering.

It must be some sort of mating night or something! She thought it started later in the year, but perhaps the weather had changed, and maybe the pegasi had a different schedule. She leaned out, her new glasses helping her nearsightedness, but it did not allow her to see anything new. With a huff, Twilight turned and crept more slowly through the undergrowth.

The naked alicorn continued through the forest. She jumped a bit and felt a heavy sensation in her chest. She skidded to a halt and looked down at herself again. She groaned in annoyance. Her enormous bosom practically blocked her view of her lower body. Her breasts defied gravity, enormous, pert, and solid. Noticing a nearby puddle, Twilight hesitantly stepped over.

Twilight gasped at her reflection in the water. She wasn’t gorgeous, she was hot as hell. Twilight’s body was normally attractive in a librarian next door sort of way. Now, she was utterly stacked. Twilight’s new body was a few steps shy of a bimbo form. None of it seemed out of proportion, just unnatural. She must’ve gained a dozen kilos in weight. She turned this way and that. Her muscles were lithe and supple, taut yet soft. That she was so busty was definitely the calling card of her new body, but that wasn’t the only aspect of her. Her arms were skinny and her shoulders narrow, but there was a strength to them she hadn’t had before, they were toned and strong.

She felt her sides, then turned around. Her derriere was heart-shaped, with her new wide hips, skinny waist, and a healthy pair of thighs. Twilight felt her stomach; instead of the slight pudge she’d once had it was a smooth rounded belly, with a cute belly button surprisingly similar to her old one. Perfectly symmetrical, and very attractive. She had a delightful hourglass figure. Below it, sighted between the vast peaks of her cleavage, was her new penis.

Twilight sat down, still feeling her skin, and still examining her reflection in the moon-lit puddle. She let out a soft moan. Her backside touched the leaves and it felt so present. Her epidermis seemed so much more sensitive, so much more…tensile. It could easily stretch. She frowned and looked down. Her whole new body seemed geared for sex, for someone’s fantasy. Or at least, porn with a plot. But whose? She absent-mindedly wrapped one hand around her new member. Her snatch was completely gone, replaced by this… strange organ.

Twilight took off her glasses with her other hand. Another question is, where did these come from? She frowned at the frames. Well, obviously someone altered me while I was stone. I’ve heard theory about this but no one’s been patient enough for applications and case studies. Squinting at her eyes in the reflection, she noticed that they hadn’t been altered, unlike most of her. A favor, I guess? I guess I really did need glasses. So it was a favor… From whatever jerk did this to me! She had always suspected she was nearsighted.

Her other hand tightened around her male anatomy and her cock rose to attention at the slightest touch. Yet, Twilight had to admit… under more normal circumstances, locked in her library, she’d read certain literature that seemed similar to this. Well, I didn’t want it to happen in real life!

Her hand began to slide up and down. Twilight looked down. Her penis was huge, nearly a foot long. She thought about standing up and thinking of other things, but this kept overriding her attention. Why am I so horny?

She couldn’t help it. Her eyes darted from her cock to her chest. She palmed one breast and nearly shouted. Twilight laid back and stroked herself. She couldn’t go anywhere with this weight, she had to deal with it.

Her hand ran along her cock as she felt it grow harder and harder. There was a sort of rigid feeling, a tightening in her bowels and her member. She felt an itch only continuing this path could satisfy. “Ngh…!” She moaned out and bit her lip. So close… so close… so close…!

Finally, she came. Twilight groaned as there was a splut and a douse of white goo sprayed out. Another came, and another, and another. Massive shots of cum erupted like some sort of volcano. She saw the arcs of white shoot across the forest floor and closed her eyes. Twilight kept jerking it even as the foal-magma tapered off, unable to take her hand off. It blurred and she squeezed her eyes tighter.

Finally, she was able to calm it down. The cum had finally tapered off. But even so, her hand kept sliding. Eventually, she opened one eye, then the other. Twilight panted heavily. She looked down at her cock. “Huff…” The amount of cum sprayed around was surprising. And thick. Twilight saw that it was like a bucket of the goop had been poured out. What was going on? She snatched her hands away, stood up, and looked around. She rolled her eyes at the plants and grimaced. There was no way to make suitable coverings out of them. She set out grimly, looking for her friend.

As she moved, Twilight thought, the night to be more hostile than expected, even if I wasn't naked. She kept having to dodge animals that came her way. They all seemed to be avoiding something. Is it whatever changed me?

Then she heard a voice humming to herself. Twilight grinned and rushed off in its direction. It didn't take long for her to hear a rustling in the bushes.

“Twilight? Is that you?” Fluttershy stepped out of the bushes. Her eyes widened and she went red. “What… what happened?” The tall mare was dressed in a sweater and a skirt. She was the tallest of the six girls and the skinniest. Her figure stood out in the dim moonlight.

“Fluttershy! I– I can–!” Twilight looked down at herself. She covered her groin and her chest, not that it helped much. Fluttershy somehow went redder as she took in the unicorn's altered form. “I… I don't know what happened! I was frozen by a cockatrice and–”

“Oh my goodness! We should… we should get you to Zecora!” Fluttershy exclaimed and took a few steps closer.

Twilight's eyes widened. The shy mare was quite attractive in a demure sort of way. Twilight felt her erection rise as she looked at Fluttershy. She squeezed her eyes shut as she tried to think of something else. Fluttershy's backside was nothing to write home about but her rack had drawn eyes all over Equestria. It was only natural for an altered bisexual like Twilight to feel… excited by it.

“Good idea, Fluttershy,” She said and fought to control her hormones. With some effort, she succeeded, and smiled, “Do you have anything to cover up with?”

Fluttershy blinked, then smiled. “I… I think so.” She rustled in her bag for something, “Not… not that I don't think you don't look…”

Twilight turned even redder this time. “You've been listening to Rarity, haven't you?”

There was a hiss and a rattle. Then a sound like a chicken. Cockatrice!

Twilight tackled Fluttershy into the bushes. They rolled through the bushes, into a hollow, and hugged the ground. The cockatrice walked by. Twilight poked her head up and frowned. “It must be a mating season or something. There's so many!”

Fluttershy was breathing strangely. She whispered, “Twilight… it… it's rubbing–!”

Twilight looked down. Her eyes widened. She accidentally had Fluttershy pinned down by her shoulders. The butter-colored mare was looking at the massive purple penis at crotch level, and the enormous purple boobs hovering over her. As she watched, Twilight's member slowly grew erect. It slid into Fluttershy's shirt, brushing against her bra. Twilight shuddered and her eyes rolled up. “Oh Celestia,” She moaned, feeling every bite of the bra band.

“Oh…! Oh my…” Fluttershy squeaked.

“It– it's so sensitive!” Twilight grunted, “Fluttershy, I–”

“Twilight…” Fluttershy mumbled, “Oh gosh…” Her back arched. Something was putting her in the mood too.

Twilight could feel her foreskin snap back like a bungee cord. She reached down to try and uncover it, they couldn't afford to get distracted.

Fluttershy's hands met hers. They stopped and looked at each other. They peered into one another's eyes and saw the lust that filled the other.

Twilight bent down and kissed her. Fluttershy's head leaned back, then leaned forward, returning the kiss with gusto. Twilight mumbled into her mouth as Fluttershy's hands felt up her new plush backside. She leaned back, “I… you're… you feel so nice,” Fluttershy finally stammered.

Twilight grabbed the collar of Fluttershy's sweater and tore it. She ripped it down the center, yanking and pulling. She pulled open her bra, and a pair of big yellow fun bags bounced free. Between them, her cock stood tall. Fluttershy tried to speak but the hypnotizing enthralling appearance of Twilight's long hard member silenced her.

Twilight continued to shred her clothes. Fluttershy whimpered, yet both could smell her astounding arousal. Twilight ran a hand down her friend's smooth belly, exposed by frayed cords of thread, and cleared them. She slid her body further down, straddling the pegasus pelvis. She ripped open Fluttershy's skirt. “Twilight!” The mare finally hissed. Twilight grinned apologetically, and Fluttershy giggled. She reached down and pulled what was left open herself. The butter-yellow mare lay there like a present in ruined wrapping paper.

Twilight felt a wild urge, and slid her new member down Fluttershy's body and over her clit. Thick slime followed her cock's course down her body. Fluttershy inhaled deeply, then gasped when she felt something big, round, and powerful knocking at her door. Fluttershy opened her mouth to scream and Twilight covered her mouth with her own. Twilight pushed her tongue inside, and Fluttershy's own fought back. “Mmph!”

“Mm…!” Twilight groaned.

“Twilight?” Fluttershy broke away, “Are you okay?”

“I'm… I don't know…” Twilight gasped. She squeaked, as she felt her new member brush against Fluttershy’s clit again.

Fluttershy tried a hopeful smile, “Maybe… you should give that a try.”

That wild urge returned. Twilight pulled back, then shoved her member inside, desperate to get it all inside as quickly as possible. Fluttershy whimpered in shock, even as the enormous cock expanded and widened her insides. She was being stretched.

“Ah… I'm sorry Fluttershy, I–” Twilight grunted.

The taller mare grabbed Twilight by the ponytail and pulled her down. As they kissed Twilight's glasses fell off. Fluttershy drove her hips up into her lover, using her height to her advantage. Twilight drove back. Her cock seemed to be widening Fluttershy. “Oh my…”

Twilight gritted her teeth and kept thrusting. She pushed and slammed her hips into the Pegasus, growling with pleasure.

Fluttershy rocked back and forth, feeling her breasts bouncing, “Twilight…”

“Fluttershy!”

Fluttershy moaned in shock as she felt her insides moving. She'd had partners before, but this was different! Twilight had only half her member inside and already she was hitting points no other stallion could match! She wondered briefly if Discord could, but all thoughts of the chaos demon vanished as another thrust hit her. Her whole midsection shook, butterflies appropriately traveling through her body.

“Fluttershy, I think… I think…” Twilight's eyes were wide, but there was a power in there she hadn't felt before. She continued pushing. Something was building up enormously.

Twilight felt herself thrusting into Fluttershy's silken interior, felt her walls expanding and squeezing. She didn't quite know how, or why, but she was altering her friend. Every thrust was conforming Fluttershy's body to her own, every motion pushing and pulling her form into accommodation with her new cock. That wasn't fair, she thought in the back of her mind, Fluttershy should have the same opportunity she did.

Not that Fluttershy seemed to mind. The mare was gasping and thrusting with equal madness to Twilight, keeping up with her lustful display. Twilight was shocked at even this level of depravity. She looked so good there, her breasts bouncing(even between Twilight's big girls), her stomach awash with sweat, and her arms flexing as she gripped at anything to hold onto reality. Oh my, She thought in a tone worthy of Fluttershy, she should get a reward or something!

All too soon, Twilight felt a rising sensation within her, like pushing an air-filled cup down in the water. The feeling went down and then bounced to the surface. Twilight erupted inside Fluttershy, blasting her with cum. Fluttershy gave a wheezing gasp as she leaned forward. Twilight growled and kept pushing. She wrapped her arms around Fluttershy.

Between them, cum squirted inside. The goop sprayed into the unaltered mare, filling up her body with foal batter and juices. Her stomach began to bulge out like water inflating a balloon. “Ah! Ah!”

The yellow Pegasus screamed and orgasmed herself, once, then twice. Fem cum littered the forest floor as she felt herself being filled. She lifted her head and gasped again. Twilight leaned back, still thrusting and back on her haunches. She lifted her head, still thrusting, “What the–?”

Both sighed as they watched Fluttershy's stomach rise. It inflated in size. Fluttershy felt her belly bulging out, her skin stretching. She whimpered and half-heartedly tried to stop it. Twilight ran her hands along her sides. Fluttershy's skin was so smooth, stretched taut yet with no pain or marks. Her lower body curved around the beach ball-sized mass in her gut. “I…”

“When is it gonna stop?” Twilight mumbled. As if on cue, the deluge of alabaster fluids tapered off.

Fluttershy tried to sit up. She looked pregnant. She was so full and so inflated. “Am I…?” They lay there for several seconds.

Several meters away, Trixie got done cumming herself. She was much quieter about it. She was naked too, she'd put her smock away in a portal.

Trixie snapped her fingers. The mares in coitus were frozen solid as blocks of stone. Trixie cleaned up her mess, and then used a spell to clean her hands. She stood up and walked over to inspect her prey. “It seems this is going different from how I expected.” She nodded with approval that her alterations to Twilight's body were permanent, she had done the spell right. And she's horny, of course. Trixie could guess her transformation would make her like that. She didn't expect her to jump Fluttershy's bones so quickly, though. “...But I suppose times of crisis make us all a bit excited,” She tittered.

The girls didn't respond.

Trixie knelt next to Fluttershy, her frozen expression locked on Twilight. She reached out and felt her up. The flesh turned to stone that felt like pumus but was as hard as marble. “My, my, Twilight. What big boobs your friend has.” She frowned, “A pity you stumbled across her. Trixie was hoping for something more… interesting.” Then she grinned, “Now, Twilight, let's see if we can modify one of your friends…”

She made a gesture and a spell came out of one hand. Taking her time, Trixie carefully removed the stone clothing around the pair, what was left of Fluttershy's outfit, and her bag. Every shred of fabric was removed. Trixie tilted her head as she noticed something about the texture. She shrugged, then summoned her plaster bucket and mixed it together. She frowned and snapped her fingers with a pointing gesture. The goop applied itself evenly over Fluttershy's body. It didn't seem to add much in the way of mass. Trixie furrowed her brow. “That's odd.” Then her eyes widened. “Uh oh.” She cast a different spell, hoping she was wrong. “Ub oh! Trixie made a mistake…”

She snatched up her plaster bucket. Trixie was about to hurry off, then she snapped her fingers again and pointed. Then she bolted.

A dab of energy fell on the two lovers. There was a shimmer, and the lovers rested as if uninterrupted. “What the…?” Twilight frowned. “Where did…?”

“Uh… Twilight?”

Twilight felt her partner trembling. She looked down and saw Fluttershy's inflated belly shrink. She and Fluttershy exchanged a confused look. “I didn't do that!”

Suddenly there was a flash. The Pegasus arched her back and cried out. Fluttershy's hair exploded and doubled in size, more than twice the length it normally was. In Twilight’s grasp, her breasts swelled, inflating to an enormous size. They felt like a water balloon filling with water. Twilight leaned back as Fluttershy gasped. She yelped as she felt her friend growing underneath her.

Fluttershy squealed. She felt and heard her bones snapping and popping. She felt her skin stretching and growing. She grew taller and taller. Her backside lifted her off the ground, layers and layers of fatty meat just poured themselves into her like it was liquid chocolate. Her body widened and expanded, she filled out with plush soft flesh. Twilight's legs spread apart on top of her as her friend grew, and the alicorn scrambled off. Fluttershy rolled around in the bottom of the hollow, overtaken by pleasure and not by pain. Her hips grew wider and wider, while her waist drew in. Twilight grabbed her glasses and then felt her mouth fall open. Fluttershy was developing quite bountiful curves. Her height increased, creating a tall skinny being. Her previously enlarged stomach narrowed down to a smooth attractive yellow circle. And finally, her pelvis and her vagina grew large and proportional enough to fit even Twilight's new part.

Twilight watched as the energy and the bulging skin finally subsided. A tall yellow mare was left behind. “Are you okay?” Twilight asked.

“I…” Fluttershy was speechless, looking down at her new body. She felt herself up, felt the weight in her bosom and her legs. She looked between herself and Twilight, at a loss for words.

While Twilight's body was quite attractive, her proportions were a jack of all sorts. As Fluttershy stood up Twilight felt rock solid once again. The shy mare was tall and slender, as slim and tall as a statue. Luscious, with a thin waist, and a slimmer backside, but an enormous bust. Her hair swept down over her body, down to her waist. Her hourglass figure fit its namesake quite well, but still so thin. She remained the tallest of the six mares. And the skinniest. She covered herself, and finally, Fluttershy asked, “...Where did my clothes go?”

“What the–?” Twilight looked around, “They are gone!”

“Oh my gosh, we're naked in the woods!” Fluttershy exclaimed.

Twilight's mind raced, “The Castle of the Two Sisters! Let's head there until morning!”

As they sped off, Trixie watched in confusion. “Uh oh.”