My Little Bimbo

by Holocron

Rating: mature
Tags: Comedy, Fluttershy, Porn, Sex, Fetish, Random, Alternate Universe, Anthro, Main 6, My Little Pony: Friendship is Magic
Length: 14586

When Fluttershy receives a strange amulet, strange things begin to happen to her and those around her.

FEATURED February 29 - March 4 2024

Fluttershy begins her day as she always has. Gets up, showers, and feeds her many animals, beasts, and critters. But after all of this, she finds a strange parcel. Within, a sparkling amulet. Curious and captivated by its beauty, she puts it on. It feels so nice, and looks so lovely. Though once the amulet was placed around her neck, something changed, something that she seems unaware of but will notice soon enough.

Contains: Bimbofication, and Hyper
Commissioned for Judoon_Warrior.
Cover art done by: RexyVexi

Published 2024-02-28 16:30:02 UTC
Last updated 2024-03-05 13:02:36 UTC

Beginning her Day

The sun rose over the horizon, spreading its warm radiance over the kingdom of Equestria. And on the outskirts of the town of Ponyville, right on the borders of the Everfree Forest, lay a large cottage. Surrounding this cottage were all numbers of small enclosures, setups, and other arrangements that served as accommodations for the many, many animals that the owner of this cottage has established for the equally many animals that lived there.

Laying in bed, the sunlight now creaking through the slightest splits in the window shades, the pegasus mare, Fluttershy, was still sleeping. Though, given the name, she was incredibly shy, but she had a body any mare would be jealous of. Her chest was large, close to the size of her head, with a slender waist that ended with a pair of curvy hips. Her hair, long and flowing, hung over her naked body. Because she lived so far from the town, and there were only her animals nearby, she enjoyed sleeping naked; only a thin blanket covering her frame.

Slowly, her eyes fluttered open, as the light of the new day shone just shy of her face. Opening her eyes fully, Fluttershy leaned upwards, sitting upright on the bed. The blanket slipped off her figure, though her messy bed mane helped in covering her inverted nipples. Raising her hands, she stretched with an adorable yawn. After which, she rose from her bed and made her way over to the bathroom.

Once there, she let the hot water of her shower wash away the previous night’s rest. Rubbing the many lotions, soaps, shampoos, and conditioners she was given by her friend, Rarity, Fluttershy cleaned herself all over. It was soothing, feeling as if the water was just making her up. Her body was always sensitive, even as she was rubbing herself over to get clean. But it was a nice feeling, a soothing feeling to just relax in the hot water.

After cleaning herself off, Fluttershy wrapped herself in a towel; she didn’t have time to dry herself off, but instead went about feeding the critters that lived in her cottage. This included all manner of birds, and the feisty Angel Bunny, her pet rabbit. The bunny was already impatiently stamping his little foot over what looked to be a large package that was sitting at her door. Fluttershy only smiled, but then tilted her head as she saw the package.

There was a uniqueness about this package, how it didn’t seem to look like just a simple box wrapped in brown paper. It was ornate, with beautiful decorations and styles about it. It was less of a simple piece of mail and more like some expensive and exotic gift from a far away land. As well as this, there was a folded envelope sticking on the top of the box. All in all, it was beautiful, exquisite, and seemed to draw the mare’s attention to it.

“Oh? What’s this?” Fluttershy asked, walking over and grabbing at the envelope. Looking it over, she saw what looked to be the shipping information, reading it aloud. “To Fluttershy…oh, there’s no returning address.” She was ready to open it, but a sudden loud bang caught her attention. Looking over to the kitchen, where the sound came from, she sighed a little. “Oh dear, it looks like Angel is getting hangry. I’ll look at this after he’s better.”

Making her way to her kitchen, she grabbed the food needed to feed all the critters in her home. None were happier than Angel, who was greedily gulping down his bunny food like a little glutton. Despite his attitude, he looked absolutely adorable merrily munching on his food. It made Fluttershy muse in joy, as she fluttered her way back up to her room. Now dry, she dressed herself modestly, a long sleeved sweater and long pants that tried to conceal her assets, but failed to do so.

“Alrighty, let’s finish feeding the others, and then I’ll look at that package.” Fluttershy told herself, making her way back down the stairs, and towards the back door. “But I wonder who would send me something?”

Opening up the package, Fluttershy’s eyes widened and sparkled a little as she saw within was a beautiful looking amulet. It was golden in color, with a shimmering red gemstone fixed within it. It was carved in a unique shape, similar to that of the Fire Ruby she saw Spike gave to Rarity many years ago. Though this was not as well shaped like a heart, Fluttershy could guess it was supposed to look like a heart perhaps.

“Oh, wow! That’s so pretty.” Fluttershy cooed, reaching down to pick up this amulet. It was cool to the touch, smooth and seemed to make her fingers tingle a little. “Angel! Look at this!”

Taking out the amulet, Fluttershy showed it off to Angel Bunny. As she put it around her neck, it rested comfortably just shy of her cleavage. But as it did so, her breasts seemed to swell to nearly another cup size bigger. The bunny, seeing this, gasped a bit and fell backwards. Fluttershy, seeing that, rushed over to comfort the animal. Her now larger tits bounced with each step, though the mare seemed completely unaware of this change.

“Angel Bunny! Are you okay?” Fluttershy asked, reaching down to lift up Angel. As she did, she hugged him close, which only seemed to squish him in her much larger cleavage. “Aww…did you fall down? Let me make you feel better.” Angel tried to squeak something at her, but she seemed to ignore him. “It’s okay, Angel Bunny, just let me comfort you.”

Angel gave up with an annoyed sigh. Giggling, Fluttershy placed him in his little bed on the other side of the living room. Walking away from him, the mare’s hips also seemed to have swelled a little more. At first Angel looked at his owner with some shock and confusion, but only shook his head, as if he was seeing things. Confused, he merely lay back and relaxed.

“This amulet is so nice.” Fluttershy commented, rubbing at the gemstone a little as she headed outside. “Oh! I know. I should show it off to my friends.” But as soon as she went outside, she saw the large crowd of animals and beasts she tended to, all barking, chipring, and howling for their food. She giggled and cooed. “Now, now, be patient. I’ll make sure to feed you all before I leave.”

Walking over to the food, Fluttershy started to feed her animals. From the chickens, and tree living birds, to the river dwelling otters and fish, and the friendly bear and other random animals that live within her cottage and surrounding lands. All the while, Fluttershy’s tits pressed and rubbed against more than usual, and yet while it should’ve been clear that there was something different, the mare seemed completely unaware of it.

“Phew, there we go.” Fluttershy sighed, wiping some sweat from her brow. “That took a little longer than usual.” Her chest heaved as it bounced a little as she returned to her cottage. “I wonder why…oh well.” Pulling at the rim of her shirt to let out some sweat, she sighed. “I better change into something else. I didn’t think I’d sweat this much.”

Returning inside the house, she went up to her room, and started to pick out a different outfit. As soon as she lifted her shirt, the bra she wore, a more special order from Rarity, looked a little different than when she put it on. Where she preferred simple colors, and nothing too special, now held a beautiful and erotic form of lingerie. But Fluttershy barely acknowledged this, only taking it off to put on another bra. This one was even more revealing, looking more like some strong cords that lifted her large chest and teased at her soft nipples.

Grabbing at another pair of clothes, similar to what she had on before, it was now a long sleeved sweater, but it was a bit shorter, showing off her midsection a little, and it was cut open at the top where the tops of her cleavage and her shoulders were revealed. All this, with a pair of tight, short shorts that hugged her ass so tight, it was almost like a second skin. And yet, where she would see this as too revealing, Fluttershy had no issue with these clothes.

“This should do.” Fluttershy nodded, content with her choice of outfit. Rubbing her finger over the amulet, she smiled. “Okay, so now I can show the girls, and will need to talk to Rarity about getting more bras. Maybe I should talk to her first? I’ll think about it while I’m walking.” Only then did she realize something as she looked over to the nearby clock. “Oh my! I’m gonna be late! Rarity will have to wait, I need to get to Rainbow. Oh, she’s gonna be so mad.”

Busty Flyer

Walking along the dirt road that connected her cottage to the rest of Ponyville. Though it just narrowly bordered the Everfree Forests, she never felt too nervous about it. So long as she never ventured more than a few hundred feet or so, even the boldest Timberwolf left her alone. As she walked, Fluttershy’s now big breasts bounced. Though she was already endowed as is, the way they moved now seemed almost impossibly so. Normally, Fluttershy would be extremely self conscious about if anypony could see her tits bouncing like this, hence why she often chose to walk slowly.

But today, Fluttershy’s worry over being late to meeting up with her friend, more than made up for any previous insecurities. Though as she made her way along the dirt roads, she never once thought about what would happen if anyone saw her like this. The way she moved only seemed to make her panting harder and harder, both her boobs and ass were bouncing in a way that could cause any stallion who would be fortunate enough to see her, to burst out in a hard boner.

Her nipples were soft, but were getting bigger as it rubbed against the soft fabric of her shirt, and while that seemed to send a tingling figure through her body, Fluttershy didn’t seem to even notice. As well as this, her hips swayed from side to side almost hypnotically as she walked. If she was in town walking like this, there was no doubt that many stallions, and even some mares would turn their heads to gawk at her lustfully. But Fluttershy was oblivious to any and all of this. Eventually, the town of Ponyville came into view, but just as she was getting to the town, she saw a decently sized lone cloud.

“Rainbow Dash? Are you up there?” Fluttershy called out, standing a little under the cloud. She recognized it as her friend’s napping cloud, so wanted to be sure. “I’m sorry I’m so late, but I wanna show you something!”

“Huh…wah?” Rainbow groaned, lifting herself up from her cloud. Rubbing the sleepy from her eyes, she looked down to see Fluttershy waving at her. “Oh? Fluttershy? Hey!” Spreading her wings, the athletic pegasus descended to a few feet in front of her friend. “What took you so long? I was so bored waiting, I ended up taking a nap!”

“I know, I know, I’m sorry. But I want to show you something.” Fluttershy commented, gesturing her hand towards the amulet. “Isn’t it lovely? I got it in a package today.”

“Oh, well, it’s shiny, but not really my style.” Rainbow commented, looking at the red gemstone. It was bright in the sunlight, and though not fully interested, she couldn’t look away. “So who sent it?”

“Um…well…I don’t know…” Fluttershy blushed as she explained. “But it was addressed to me, and it does look lovely.”

As the two of them spoke on and on, Fluttershy couldn’t help but look at Rainbow. She’s looked at her friend before, there was something a little different about this time. The petite blue pegasus typically wore work out shorts, and a short shirt that just barely covered a sports bra. The mare was athletic, always working out in order to train and would fly with the Wonderbolts. But because of this, her chest was small, almost flat, and her hips weren’t too wide as she was on a strict diet.

Compared to Fluttershy, Rainbow Dash was her borderline antethisis. A bit shorter, barely a chest or ass, extroverted and extremely social. There were numerous times the timid pegasus envied her athletic friend. But then again, Fluttershy couldn’t even begin to imagine what it would be like to be that overly social with others. She would often bring Angel with her just to go to the marketplace, and yet she was aware that Rainbow wasn’t just friendly and loved to socialize, but has had far more ponies in her bed than Fluttershy.

“So, wanna hear what happened to me the other day?” Rainbow asked, looking at her friend. “Trust me, you’re gonna laugh.”

“Sure, I’d love to.” Fluttershy replied, knowing Rainbow’s style of humor was a little more explisit than she could handle, but couldn’t say now. “Just…don’t give me too many details.” Rainbow giggled as she began.

“So there I was, flying as fast as I could.” Rainbow said, starting her story, all while Fluttershy looked at her friend. “And when Soarin suddenly…” There was just something about her as she spoke. “...help him…” Something the timid mare just couldn’t place her finger on. “...his fat cock…” Her words seemed to become little more than mumbles. “...slapped me right in the face…” And each inch of her body kept Fluttershy’s eyes all over her. “...I sucked his dick…” She just couldn’t look away. “...and then I…”

Fluttershy couldn’t help but stare more and more along Rainbow’s body, from her small tits, down her fit belly, and modest flank. But what’s more, her mind was starting to wander as fantasies never conceived in her mind were manifesting. The blue pegasus’ chest seemed to swell out, becoming even bigger than Fluttershy’s, and her hips grew almost just as big as hers were. But just as soon as thought this, she shook her head, confused over why she was thinking this; even closing her eyes for a moment.

‘No, no, no, this is bad.’ Fluttershy thought to herself, her mind racing as more and more images of an incredibly busty, and super slutty Rainbow shifted around. ‘I shouldn't be thinking of my friends like that.’

“Fluttershy? Hey Fluttershy!” Rainbow commented, her tone sounding a little different than before. As soon as Fluttershy opened her eyes, she saw that her friend now looked exactly as she had just thought of. “Like don’t close your eyes on me, that's super rude!”

“I…I…I…” Fluttershy stuttered nervously, her eyes unsure what to look at first. “R-R-Rainbow…Dash?”

Rainbow was the same, sort of. Her tits were now a few sizes larger than Fluttershy’s, with hips to rival hers as well. Her clothes seemed to have changed a little too. Her jogging shorts were tight against her flank, leaving it to be more like that of a large pair of panties or a thong, while her sports bras seemed to someone stretch to hold back the mare’s tits, and her shirt was so short, Fluttershy could see the underboob whenever Rainbow took a breath. These tits were so massive, they were even putting her own impressive size to shame.

“Hey! Are you staring at something?” Rainbow asked, her tone sounded almost like flirting as she looked at her friend. “Or do you see something you like?”

“I…uh…you see…it’s just…” Fluttershy nervously responded, not fully sure what she could do. Shaking her head, she blushed as Rainbow was starting to get a little too close to her. So much so, both their tits were pressing together. “R-Rainbow, I think you’re a little…” She cooed a little, feeling a shiver of pleasure as she saw the mischievous look on her friend’s face. “...a little…t-t-too close…”

“I think I’m fine, and speaking of fine.” Rainbow commented, reaching out to grope at Fluttershy’s breast. “Girl! Were your tits always this soft? And no bra? Feeling a little naughty today?” Fluttershy only shivered as her friend was making her nipple tingle and get harder under her shirt. “Fuck…Fluttershy, these things are huge, like what are you feeding them? Not that I mind, I mean tits this good shouldn’t be kept to yourself.”

Pushing forward, Rainbow had pinned Fluttershy with her massive breasts. Both mares were so close and the timid mare could feel a shiver running through her spine as she was feeling a small tingle within her body. Shaking it off, she shifted a little, but all it did was cause her own tits to push against Rainbow’s. This caused the sportsmare to look at her friend with lustful eyes. It was strange, uneasy, and yet there was something about soft these huge breasts that seemed to send a shiver through Fluttershy’s spine.

Though Fluttershy didn’t notice it, she too had changed. Though her tits and ass seemed to swell a little more, her clothing had changed. Rather than the same sweater and short shorts, she was now wearing a brighter red tub top that hugged around her tits to keep them perky and forward, while her hips and ass were just barely covered by a short, black skirt. The term “slutwear” would normally come to mind if Fluttershy could see herself, and yet she didn’t even notice her clothing had changed.

“R-R-Rainbow?!” Fluttershy gasped as she tried to back away. “What are you doing?”

“Just admiring your rocking tits!” Rainbow chuckled, smirking at her sheepish friend. “I mean, look at mine!” She laid her hands along her gigantic rack. “Yeah, pretty impressive right? Shit, I bet I got the biggest pair in Ponyville, fuck…Equestria even!” She then looked at Fluttershy with a smug expression. “I got the biggest tits, and I’m still the fastest flyer around. Oh yeah, I’m just that awesome!”

Fluttershy continued to stare at her childhood friend. Rainbow Dash had always been very boastful, it was part of her nature after all. But she was certain this blue pegasus never had breasts like that, as well as this, she was also very certain that Rainbow wasn’t into mares like that, especially her. Sure, the athletic mare liked to party here and there, and drink more hard cider than she should, but she’s never portrayed herself in such a manner.

Fluttershy was nervous, unsure as to what to do. Swallowing hard, she saw that Rainbow had a predatory look in her eyes. It was something Rarity had warned her about before, but that was for vulgar stallions who would take advantage of her good nature and blessed endowments. Never did Fluttershy ever think for a moment that these nervous feelings could be triggered by Rainbow Dash of all ponies. Swallowing the last of her courage, she tried to speak, but her voice trembled.

“Uhh…uhh…I-I-I’m sorry, Rainbow…” Fluttershy stuttered, backing away and started to walk more towards the town. “But I gotta go…okay, nice seeing you…bye!” Before Rainbow could respond, she was already moving ahead.

“Oh…okay…I’ll see you later!” Rainbow called out, waving at her friend as she let her leave. Once Fluttershy was far enough away, she sighed. “Shit…was it something I said? Maybe I was laying it a little too hard on her.”

Taking flight, Rainbow relaxed back on her cloud. Laying back, she let her huge tits rest on her body. She was so soft, and she felt as if she had a burning sensation throughout her entire body. Swallowing hard, she started to grope and tease herself. As she did, Rainbow closed her eyes, fantasizing of herself and Fluttershy in this cloud. How she wanted to feel her childhood friend’s own soft body against her own. It was an immense pleasure that was making the blue pegasus moan out.

“Fuck…that feels so good!” Rainbow moaned, twitching as nearly her entire hand was fingering her sobbing wet pussy. “Fluttershy…fuck…I’m sorry, but you’re so sexy…” Groaning, she felt as if she was about to cum. Her orgasm was small but very wet, soaking the cloud she rested on so much that it was causing a small amount of rainfall from it.

Fluttershy, not stopping for a moment, couldn’t help but think about what she had just witnessed. Sure, Rainbow was that outspoken to some ponies. She had seen her friend’s “relationship” with Soarin, as well as other members of the Wonderbolts, but to straight up hit on her like that…to push those large, beautiful, massive…Fluttershy shook her head, trying not to think about it. There had to be some explanation for it. Anything, so long as it made sense.

“Rarity! Yes, Rarity might know something.” Fluttershy said aloud to herself. “I just gotta ask Rarity!”

Revealing Fashionista

As soon as she reached Ponyville proper, Fluttershy darted all the way to the Carousel Boutique, the home and place of business for Rarity, the local fashionesta unicorn, and one of her closest friends. If anypony would know what had happened to Rainbow Dash, it would be Rarity. The mare was a walking fountain of gossip, and loved talking about everypony. “All in good, harmless fun” as she would say, but right now, Fluttershy needed the help. As soon as she reached the door, the pegasus burst in, nearly slamming it behind her.

Inside the shop, Rarity, the white unicorn, was busy working on her latest dress lines, but as soon as she saw the door burst open, and then slam, she rushed over to Fluttershy. Dressed in a one piece, near form fitting black long sleeve shirt and short skirt, she was far more confident in her body than Fluttershy was. Her top even was cut in a deep V shape that gave off a clear look at her cleavage. A look of worry and confusion ran across her face as she looked at her friend, with the pegasus only huffing from the running she did to get there.

“Fluttershy, dear?! Are you alright?” Rarity asked, calling down from where she stood. Dropping her work, she rushed over to the mare. “Are you okay, what happened?”

“Oh, Rarity!” Fluttershy replied, panting as she was catching her breath. “The strangest thing just happened, and I had to get away.”

“Something strange? What is it?” Rarity asked, trying to comfort her friend. “It must certainly be something, seeing as how you just barged in. Did something give you a fright?”

“It was…it was Rainbow Dash.” Fluttershy explained, trying to tell Rarity what had happened to her. “She acted strange!”

“Strange? Rainbow Dash?” Rarity asked, tilting her head a little as she looked at her friend in confusion. “What did that big boobed buffoon do this time?”

“Well, she…” Fluttershy paused, only now processing what Rarity had said. “What did you call her?”

“A big boobed buffoon.” Rarity explained, nodding as she giggled a little. “I wouldn’t want to use more vulgar language, and well, I do call them as I see them.”

“No, no, what I mean is…you know about Rainbow’s…boobs?” Fluttershy asked, shaking her head in confusion. “They just happened…not even…I…I don’t…I don’t understand.”

“Dear, are you okay? You’re not ill are you? Of course I know about Rainbow’s chest.” Rarity asked, reaching to place a hand on Fluttershy’s forehead. “With how much she loves to brag about them, I wouldn’t be surprised if over half of Equestria knew of that pegasus’ size.”

“H-half of Equestria?!” Fluttershy gasped a little, but her mind was in a faster rush. ‘What’s going on?! Rainbow never had breasts like that…did she? I can’t…I can’t remember what they were like before. No, no! They were small, there was no wait, she had a chest that big!’

“Doesn’t seem to be a fever .” Rarity explained, moving her hand away from Fluttershy’s forehead. “I wouldn’t mind having a pair that big. But I certainly wouldn’t show off like she does.” Fluttershy paused, only to blush sheepishly about it. “Oh? Was Rainbow bragging about her boobs again? Or was she rubbing her breasts in your face again?”

“Well…yes, but it wasn’t-” Fluttershy replied, only to pause again. “Did you say again? R-Rainbow only did it to me…today…what are you…”

“Oh my dear, you mustn’t be feeling well.” Rarity commented, looking at Fluttershy with a look of worry. “I can’t even count how many times I’ve had to pry her off you. She’s always been such a needy mare after all.” But as she spoke, she looked more at the amulet. “Oh my! Fluttershy, what is this?”

“W-what…oh this?” Fluttershy asked, feeling a slight headache after trying to understand everything that was happening. But maybe this was a chance to have some sense of sanity here. “T-this is an amulet I got in the mail today. It was a gift, though I don’t know from whom.”

“Well, whoever they are, they must be very wealthy.” Rarity commented, looking over the amulet. But as she did speak, the words seemed to trail off as Fluttershy was getting a similar feeling as she did with Rainbow Dash. “...the quality of this…” It was the same, and yet a little different. “...and this gem is so big…” And as she spoke, the pegasus’ mind wandered a little.

Fluttershy’s mind twirled and spun with a number of thoughts. But rather than what it was with Rainbow Dash, she seemed to be thinking of Rarity. The way this unicorn presented herself, so bold, so confident, and so alluring. Fluttershy couldn’t help but gaze upon the mare’s chest, imagining what it would be like if they were free of her clothes, to let them spill out and present their alabaster beauty to the world. Immediately, Fluttershy closed her eyes, hoping to banish away any of those thoughts, and as she did, Rarity’s words were reaching her again.

“...Fluttershy? Dear?” Rarity’s voice called, almost echoing in Fluttershy’s mind. “My dear? Can you hear me?” Opening her eyes, Fluttershy’s sight was filled with another raw and sexual display.

Just like Rainbow Dash, Rarity has also been changed. She was in the same outfit she was in before, but now her chest, nearly four times as busty as before, didn’t spill out of her top; it burst out. The clothes looked visibly torn for a moment, but just as Fluttershy was rapidly blinking in disbelief, the top began to look less ripped, and more shaped as if it was designed to show off her enlarged endowment. The more Fluttershy stared at this chest, the more she seemed to be lured into its beauty.

Rarity’s chest were large, round, with darker gray areola and nipples that seemed to be perpetually hard and twitching with sensitivity. The look in her eyes, it wasn’t the same bimbo like attitude that Rainbow had, but more a mare who was alluring and seductive. Fluttershy couldn’t help but take a step back, fully unaware that her own outfit had changed again. Nothing fully noticeable, only that her top seemed to be covering even less where the very edges of her own areolas were peeking out, as well as the skirt was showing the tiniest tease of her soft pussy lips.

“R-Rarity?! Your top!” Fluttershy gasped, covering her mouth in shock. She whimpered under her breath. “Oh no…it’s happened again!”

“My top? Oh yes, isn’t it marvelous?” Rarity asked, gesturing her hands to her bare tits. “It’s still a work in progress, but you know how the latest fashions are showing off your body?” Fluttershy couldn’t look away, and yet she felt a small warmth swelling in her own chest. “I think this shows it off well, wouldn’t you say?”

Fluttershy stuttered, watching on as Rarity was moving uncomfortably closer to her. The unicorn mare was eying her friend’s body up and down as if she could imagine a dozen different outfits on her. And while Fluttershy was somewhat okay with being like a model for her friend, if these outfits were anything like what Rarity was in right now, she would have to turn her down. That being said, the fashionista didn’t seem to read the room as her friend was backing up against the door.

The way Rarity was looking at her, it was similar to how Rainbow was looking at her. Fluttershy shivered nervously, seeing as how this wasn’t the first time she had been dragged into a play model, but not in those outfits. Fluttershy felt a tinge of fear run down her spine as she was figuring out how to escape this situation. Reaching blindly for it, the pegasus looked for the knob to open the door, but was grasping all over the door for it.

“Fluttershy, dear, you look so nervous.” Rarity asked, still approaching her friend, her tits bouncing with each step. “Are you alright? Do you need to lie down? Maybe you need a rest?” An idea popped in her head. “Oh! I know, why don’t you take a nap in my room?” She slowly ran her hand along Fluttershy’s cheek. “My bed is very, very comfortable.”

“It’s okay, love to but can’t!” Fluttershy replied, blurting out her words at once. Thankfully, she grabbed at the door and nearly tore it off its hinges to get it over. “Sorry, bye!” Before Rarity could say another world to her, she flew off as fast as her wings could carry her.

“Oh dear, did I try too hard?” Rarity asked herself, standing there as she was still watching Fluttershy fly off. “Oh well, I’ll have to apologize to her later. Oh, I know! I’ll make an outfit for her. Maybe something made of velvet, something to really show off her slender neck and amazing breasts!” Ideas poured through her mind as she started to write down so many clothing plans. “This is perfect! Fluttershy will love them!”

Milking Farmer

Flying onwards, Fluttershy eventually found herself as Sweet Apple Acres, or at least in one of the trees as she crashed into one. Thankfully, the leaves were soft enough to break her fall as she collapsed to the ground. Looking around, the worried pegasus eventually relented, calming down as she realized where she was. Taking a deep breath, she had just finished dusting herself off when she heard the sound of some leaves crunching nearby.

‘Not again, what’s happening to my friends?’ Fluttershy thought to herself, thinking back on what’s been happening. Looking over, she saw Applejack. ‘Oh, it’s Applejack, maybe she’ll know what to do.’

The earth mare was wearing some modest, albeit tight looking short shorts, which did well to show off her thighs. Given how she picked apples, Applejack would need the best possible mobility with her legs. This ran upwards to a pair of wide and muscular looking hips, a strong looking pair of abs, and then some modest breasts. Small because of her demanding lifestyle and work, but still bigger than Rainbow’s; which was a fun tease between the two. She wore a sleeveless white shirt that was then covered with the straps of suspenders that connected to her short shorts. All of which was topped off with her signature hat.

“Fluttershy?! What is tarnation?” Applejack asked, seeing the pegasus, only for her to rush over and hug her. “What the hay?! Fluttershy! What’s come over you?”

“Oh Applejack, thank Celestia. I need your help!” Fluttershy asked, looking at her friend as she let go of her hug. “Rainbow is acting weird, then Rarity was…and…and…” When she released her hug, she noticed how Applejack, who was normally taller than her, was now a little shorter.

“Alright, alright, now just calm down sugar cube. What’s wrong, Fluttershy?” Applejack replied, placing her hands on her shoulders. “What’s got you so worked up, sugar cube?”

“It’s terrible Applejack, something happened to Rarity and Rainbow.” Fluttershy tried to explain. “They were fine when I first tried to talk to them, but then something happened, and then they changed!”

“What happened this time?” Applejack asked, looking sincerely concerned with Fluttershy’s wellbeing. “Did Rainbow finally demolish something with giant wrecking balls, or did Rarity try to get you to wear one of her skimpy ensembles again?”

Fluttershy sighed a breath of relief, thinking that while Applejack seemed to be acknowledging that Rainbow had always been super busty, she wasn’t acting any differently than normal. Perhaps this was a sign that things were going to be okay. Looking her friend over, Fluttershy didn’t notice anything different about her, Applejack seemed normal, she had to be, for the sake of this pegasus’ sanity. But eventually, she sighed and tried to calm down.

“There, better?” Applejack asked, to which Fluttershy nodded. “Tell you what, Big Mac can’t help me today, so why don’t you come with me to the market, and help me with the apple booth?”

“Oh yes, please, I would love to.” Fluttershy exclaimed, following eagerly behind her friend. As they walked, her head tingled with many thoughts. ‘Yes, something normal. Something normal!’ But the more she looked on, the more she could feel for a brief moment, a strange sensation. ‘I need to stop having these thoughts about my friends!’

As she tried to push out something in her mind, she could see Applejack, but she had massive tits, leaking out creamy white milk. She was so hot, and the way she would grope and squeeze her own tits to get out more and more of this milk was making it hard for Fluttershy to look away. Even as her eyes were closed, she couldn’t open them again. The Applejack in her mind winked, showing off her tits towards the worried pegasus.

“Come and try a sample of my milk.” Applejack cooed, winking at Fluttershy as some milk leaked from her plump nipples. “You can drink it straight from the tap.”

Arriving at the marketplace stall, everything still looked normal. It was a typical stall where Fluttershy had seen Applejack sell her apples by the bushel, crate, and barrel. She sighed a breath of relief, believing maybe this strangeness was coming to an end. Surprisingly, Fluttershy wasn’t struggling in moving the barrels of apples. But they seemed so much lighter than usual, but she only shook her head, not wanting to think about it. Thinking about anything about this strangeness was only making things worse for her.

“Alrighty! Just a couple more to go, and we’ll be all set.” Applejack commented, looking at the barrels and containers of apples Fluttershy was helping to set up in the market stall. “Fluttershy, could you get the last couple barrels for me? I just need to keep setting up the stall.”

“Sure, no problem.” Fluttershy nodded with a smile, not wanting to think of anything but the work ahead of her. “I’ll be right back.”

Walking back to the cart, she found the last two barrels of apples. Nodding and smiling, Fluttershy easily lifted the barrel. As she was heading back to the stall, her mind raced a little. She was happy to see that Applejack was being normal, but then again, there was just something about the farm mare that made the pegasus’ mind drift and fantasize. She was so kind, nurturing, and so strong. It was making it hard to picture Applejack as anything but such an almost motherly figure, especially with how well she treats Apple Bloom.

“Fluttershy? What’s taking so long?” Applejack called out. “These folks are getting thirsty!”

“Okay, I’m coming.” Fluttershy replied, walking over from the cart. Before she reached her friend, a thought occurred to her. “Wait…thirsty? I didn’t see any cider, what are you-” Her words were cut off by the sight in front of her.

The stall had changed, turning from a rectangular booth to a more semicircular opening that had Applejack sitting in a chair. And speaking of the mare, she was changed, just like Rainbow and Rarity, Applejack’s body had undergone a strange transformation. She was about the size, but her tits had grown to near triple size. Her coat had also changed, where there were now numerous splotches of black all over her, like that of a cow’s pattern.

As well as this, her outfit had changed, where her short shorts were now just a white thong, a long pair of white leggings that ran from her ankle to the middle of the thighs. All of this topped with her shirt with a massive, white bikini top, that was just barely containing her huge tits. But this top was partially opened, letting out her bare boobs before a slowly forming crowd of ponies. At Applejack’s side was what seemed to be some suction device.

“There you are. Thanks again for the help, these ponies are mighty thirsty!” Applejack commented, trying to hook up this milking device to her tits. “Just hold your horses folks, I’ll have some sweet Apple family milk for you soon.”

“Apple family milk?” Fluttershy asked, looking around to see that there were less than half of the apples they brought in, with containers of milk with Applejack’s face and cutie mark on them. “What the-” Even when she looked down, she saw she only had a large, empty barrel where there were once apples. And on the side, the same milk logo was held. “A-Applejack?! What’s going on?”

Just like Applejack, Fluttershy’s body had changed too, though she seemed to not even notice this. Her red top had become more purple, and taken to a tub top that could just barely hold back her massive tits, and her nipples were poking hard through the fabric. As well as this, her skirt was not a pair of extra small looking, black short shorts that was hugging her round ass just like an oversized thong. Even her proportions were matching her new height, with her breasts being bigger than Applejack’s head, and her ass could crush any chair she would hope to sit on.

“What’s going on, is I need you over here and help me fill up the barrel.” Applejack commented, turning on the device. “We need to fill it up for the sale today.”

“A-A-Applejack?!” Fluttershy reacted, gasping as she saw her friend. “W-w-w-what happened?”

“What are you talking about? Am I leaking again?” Applejack asked, looking at her friend in confusion. “You were helping me get the milking stall set up.”

“I-I-I thought…” Fluttershy tried to rationalize something, anything as she was looking at all of this. She then noticed just how big the crowd was. “T-there’s so many.”

“Well, Ponyville is a thirsty place.” Applejack commented, laughing as she grabbed one of her huge tits. “And these folk need their milk.”

As Applejack continued to speak, Fluttershy’s mind began to wander, the way Applejack was, and how she was not selling milk. But more than that, she could imagine the farm mare presenting her tits to her, compelling her to have a drink. Would she do it, though? Would she take a drink of this mare’s breast milk? She couldn’t deny how seductive Applejack looked, how the mare’s breasts were so alluring, and hard to resist.

“Fluttershy? Fluttershy?” Applejack called to her friend, shouting a little to get her attention. “Hey! Fluttershy! I need help here!”

Roused from her slight daze, Fluttershy saw as Applejack wasn’t hooked up to the milking device, but was now having some ponies suckling at her tits. The mare was moaning, feeling pleasure from the stallion and mare who were drinking as much as they could. Fluttershy could only watch on and on as she wouldn’t take her eyes off this. The look of bliss and joy on Applejack’s face, it was so…seductively.

“You feeling thirsty too?”’ Applejack asked, looking at Fluttershy was staring at her getting suckled by these ponies. “I can make room and you can get a drink, if you want.”

Fluttershy hesitated, staring at the large, milk filled tits that were feeding the lustful urges of the now longer and longer line. This was causing not only her body to tingle a little, but Fluttershy’s tits started to feel a little warm as well. Was she about to leak out milk? No, no, no, no, she shook her head, trying to gain some control over her thoughts as she took a few steps back.

“Well, if you don’t want a drink, maybe you can help milk me?” Applejack asked, getting those ponies off her boobs. Leaning up and over, she grabbed at the small barrel she asked Fluttershy to bring her. Looking over to the crowd, she shouted. “Alright, hold your horses. I’ll have some nice fresh milk in a minute!”

Taking the barrel, Applejack leaned over it, pointing her tits over its wide rim. Groping and grabbing at her breasts, cooing and moaning, the farm mare milked herself, teasing and tugging at her plump nipples as her creamy milk was spilling out and pouring into the barrel. Fluttershy only watched in shock as she watched her friend spraying out the milk in this barrel, and from the look on her face, she looked like she was ready to cum from this alone.

“Oh? You want some milk?” Applejack asked, seeing the look on Fluttershy’s face. “I can get you a cup if you want.”

“I-I-I…um…no thank you…” Fluttershy commented, trying to somehow back away from this situation. “W-we don’t want to take away from your customers.” She hoped this would be enough to convince the farm mare to back down.

“Oh don’t worry about them.” Applejack replied, looking over to the crowd, who was already buying the premade cartons of milk, tossing their bits in a sizable crate. “There’s gonna be plenty to go around.”

Fluttershy could only stare at her friend. For a moment, she considered it. She was feeling a faint scratchiness in her throat. She was thirsty, or was this because she was actually craving a drink, or was it because she could feel the blissful look of pleasure on Applejack’s face as she was milking herself. Her mind could only imagine how the milk would taste. Would it be rich? Sweet? Creamy? Swallowing a little bit, she could feel her body getting more and more thirsty.

“You know, you’ve been staring at my tits for a while now.” Applejack commented, rousing Fluttershy from her thoughts. Groping at one of her boobs, she let out a little bit of milk as she smiled at her friend. “You know, I could give you a warm, fresh drink. Straight from the tap. If you want.”

“T-that’s fine…thanks but no thanks.” Fluttershy commented, seeing in shock that Applejack was just like Rainbow and Rarity. Something was wrong, and she had to get out of there. “I’m really sorry, but I really have to go.” Before another word could be said, she left the farm mare to deal with the growing line of customers.

“What’s up with that girl today?” Applejack commented aloud, watching as Fluttershy ran away. “Something’s really got her worked up.”

Fluttershy didn’t know where to go next, this day was beyond bizarre, and she was getting more and more scared. But then, it came to her; Twilight. Yes, Twilight should have some idea as to what is happening and what she would need to do. With her massive tits and ass bouncing as she ran, Fluttershy made her way to the Castle of Friendship, and hopefully some help from her alicorn friend.

Giggling Pink Curves

Fluttershy’s mind was in a rush, her day was so strange, and now it was becoming scary. Her titanic breasts were bouncing with each heavy step she took, the sound of the heels on her feet were echoing and the large ass seemed to let out a faint clapping sound as she moved. Looking over across the town, she could see the crystalline Castle of Friendship in view. Her hopes were in sight, and she picked up her speed. This however led to her not fully seeing who was in front of her.

‘Gotta get there, gotta get there, gotta get there!’ Fluttershy thought to herself, her eyes were fixed on the castle. Nothing else mattered, not even the looks of the numerous ponies seeing this near nine foot tall mare who had boobs bigger than their heads, and a sexy ass to match, running down the road. ‘Gotta get there, gotta get there, gotta get-aahh?!’ Her thoughts were interrupted by the sudden feeling of herself colliding with something, or someone.

Looking down, Fluttershy was partially hunched over, with a familiar mare’s face lodged between her massive tits. It was Pinkie Pie, the resident partyware, and one of the last ponies the pegasus wanted to run into on such a strange day. The pink earth mare was always a bit of a flirt, and would hold parties of all ages, both private and public, as well as mornings and nights. So Fluttershy could only imagine what would happen to her.

“Oof, hey there Shy.” Pinkie greeted, her voice muffled as her head was still in her friend’s cleavage “So Shy, why are you moving around in such a rush? ”

“P-Pinkie?!” Fluttershy replied, now realizing what was going on, pulled her friend free of her breasts. “I’m sorry. It’s been terrible.”

“Oh, I’m fine, especially when hit with fun bags like these.” Pinkie giggled, groping at Fluttershy’s tits for a second as she barely heard a word the mare was saying. “Oh wow, were they always this big? I’ve been missing out.”

“S-stop that.” Fluttershy replied, backing away. But then she noticed that Pinkie’s head was at the same height as her tits. Where only the other day, they were more eye to eye. “Pinkie…have you noticed anything strange? You seem so…I’m sorry, small.”

Looking the mare over, Pinkie seemed to be about the same. A mass of excitable, pink fluff, impressive looking tits that were barely held in by a short looking one piece dress. Her round ass was spilling out below the dress, which showed off her erotic looking panties. Pinkie was never ashamed of how she looked, and loved the attention it gave her; mixed with her friendly nature, many ponies in town would come to her for advice, or a blowjob, or both.

“Small? No, no, no, you’ve just always been so big.” Pinkie giggled, gesturing her hands to the whole of the pegasus. “But anyway, what have you been up to?”

“I’m big?” Fluttershy asked, more mumbling than speaking as she looked herself over. Wasn’t this her normal size. Shaking it off, she looked back to the mare. “All morning strange things have been happening and I don’t know why.”

“Strange things happening? Oh, oh, what is it, what is it?” Pinkie asked, being more and more excited by whatever it was Fluttershy was saying. “Is it a giant monster? An evil enchantress? A wicked invasion of parasprites? Oh, I know, I know! The parasprites are going to war with the breezies over a forbidden love?”

“It’s…not exactly those things.” Fluttershy replied, trying to keep her thoughts stable as she looked the mare over. “The others have just been acting…strange.”

“Strange how?” Pinkie asked, sounding slightly more concerned. “Are they okay?”

“They’re not…hurt, but they’ve been acting strange.” Fluttershy replied, not sure where to begin, but tried. “Well, I woke up this morning, did my chores. And then I found this package with this amulet.”

“Ooo? That’s what this is?” Pinkie asked, almost shivering as she looked at it. “It’s making my Pinkie Sense go tingle tingle!”

“Well, when I left to meet up with Rainbow Dash, I found her and she seemed fine.” Fluttershy continued her explanation, seemingly not hearing Pinkie’s comments. “But then my…my…well anyway, I closed my eyes for a minute, but when I opened them up, she had…a large chest, almost as big as her entire body, and was flirting with me.”

“Wait, you mean Rainbow never had those big boobies?!” Pinkie gasped, thinking about all the times the two of them had enjoyed giving some lucky stallions, at her more adult parties, some large double titfucks. “How did that happen?”

“But then when I went to Rarity’s, she seemed fine too. But she seemed to know that Rainbow had such massive…breasts. But it seemed to act like it’s always been like that.” Fluttershy commented, still seemingly not hearing Pinkie’s words. “But then I had another…thought, and when I opened my eyes, her…her breasts were also big, and her clothes were showing off her…breasts.”

“But I love Rarity’s out in front fashion.” Pinkie commented, thinking more over all the times she asked the fashion mare for some outfits that would make the biggest and sexiest impact at her parties. But as she listened, she could feel herself getting a little aroused. “What happened next?”

“Then, after leaving her, I was flying as fast as I could, but ended up at Applejack’s house.” Fluttershy continued, rubbing her shoulder as she remembered crashing into one of the trees. “But she seemed fine…at first.”

“How did she change?” Pinkie asked, thinking back to Applejack. “Didn’t she always run a milking stand, next to selling apples?”

“I helped her set up her booth in the market, but it was just for selling apples.” Fluttershy explained, recalling what she had only experienced several minutes ago. “But when we were just about finished, she changed too. Her…her breasts grew, and were leaking milk, and some ponies were even…even…suckling from her.”

“Oh wow! I gotta get there soon, I’m starting to feel a little thirsty.” Pinkie commented, giggling, but placed a hand on Fluttershy’s shoulder. “But Fluttershy, they’ve always been like that, maybe you just slept funny and you’re all loopy.”

“M-maybe…but I just don’t know.” Fluttershy replied, placing her hands over her eyes as she was struggling to process everything. “I just don’t know what’s going on anymore.”

“Aww…no, no, Fluttershy. Everything’s gonna be alright.” Pinkie commented, grabbing at Fluttershy’s head to hug it. “You’re feeling stressed, and I know what to do.” Before Fluttershy could say anything, she released her head. “No, no, just let Pinkie make you feel all better!”

Closing her eyes to breathe, Flutteshy’s mind was trying her best not to think anything too sexy. No sexy thoughts were to go through her mind, and yet that strange, tingling feeling was starting to take hold of her. The pegasus could see Pinkie, but not as she was, but all but naked, wearing a skin tight red arm covering that ran around her back, as well as red leather leggings that stopped right at her ass. Her nipples would be covered in small, black pasties that just barely covered the areolas, and she was so curvy that she was almost more tits and ass, than body.

‘Don’t think sexy thoughts, don’t think sexy thoughts!’ Fluttershy thought, almost sweating as she could see Pinkie seemingly moaning to her. ‘Oh Celestia, what’s happening?!’

“Something…kinky…” Pinkie moaned in Fluttershy’s mind, her body manifesting into a massive cake. Immediately, she burst out of it. “Surprise! Come taste my treats!” Opening her eyes immediately, Fluttershy saw that her friend had now been changed as well as she had been in her fantasy, but there was no cake. “Hey Shy, wanna squish me. I’m so darn soft and bouncy!”

“On no!” Fluttershy gasped, taking a step back from the mare as she looked at the mare’s tits; how they seemed to bounce hypnotically. “Pinkie…not you too?!”

Though she didn’t notice it, Fluttershy’s body had changed too. Growing in size, she was nearly the height of the kinky mare, with proportions to match as her breasts and flank swelled in size. As well as this, her attire was even sluttier, and more revealing than before. She was now in taller looking, black high heels; more like stilettos as their pointed parts partially dug into the dirt road. Her top was nothing more than a massive pasties in the shape of a giant “X” that covered her nipples and huge areolas, which were further covered by a pink colored netting that tightly hugged her boobs.

Her waist now held a pink short skirt, even smaller than mini as it couldn’t even cover halfway over her ass, and her panties were on full view, and they were soaked. Whether Fluttershy could admit it, or even acknowledge it, all of these events were making her body more and more aroused, and she was struggling to hold back these feelings. And finally, her meaty and sexy thighs were tightly wrapped with fishnet stockings that partially squeezed along her body. A massive fertility goddess would be an accurate description of this mare right now.

“I’m so sorry Pinkie.” Fluttershy tried to say, but she was almost hunched over to speak to her friend. “I promise, I’ll do something about this. Just…I just need to get to Twilight.”

“Huh? Did you say something Shy?” Pinkie asked, groping herself, lifting and dropping her huge boobs with a pleasurable giggle. “I’m just distracted by my super sexy body!”

“I’m sorry Pinkie, I have to go.” Fluttershy sighed, wanting to escape this situation before things would get more and more awkward. “I have to find Twilight! She’ll know how to fix all this!”

“Squishy, squishy, squish.” Pinkie continued to play with her tits, tugging at her plump nipples under the pasties as she was moaning through this public display. “Huh, what? Where’d Fluttershy go?” Looking around, she nearly fell over as her huge tits nearly made her lose balance. “Oh well, back to most squishing.”

As she was squishing her tits, she noticed some of the nearby stallions were looking at her. With a giggling smile, she waved some of them over. Not all, but a few of them approached her, seeing the slutty smile on her face. Before she could even say a word, she grabbed at their hands and had them grope at her tits. Her breasts were so soft, almost sucking in the hands of these stallions as they could only keep going with their touching.

“Oh yeah, squishy, squish!” Pinkie cooed, feeling her body getting hotter as she was feeling herself getting more and more turned on by the touching. “You guys are really good. Wanna feel all my squishy parts?” The two blushed, but nodded, especially as the mare’s hair seemed to twitch. “Oooo! My Pinkie Sense!” Her hair twitched, boobs wobbled, and pussy seemed to leak more as she felt this sensation. “Hmm, tingly…squishy…and oh yeah…so big…”

Getting down on her knees, her eyes widened, and mouth watered at the sight of the stallions’ bulges. She swallowed hard, leaning in close enough to nuzzle her face against one, while gently rubbing the other.. Her pussy was getting soaked, dripping on the road while she was savoring the feeling and smell of these cocks, trapped in pants, she wouldn’t be able to hold herself back. Where as normally, she would’ve invited them back to her out. But now, all she wanted was to suck and fuck these cocks right there, right now, and didn’t care who was watching. If anything, she’d invite any onlookers who stared for too long to join in.

“Let’s get your dickie friends out for my squishy titties!” Pinkie commented, giggling as she fished out these cocks. Marveling at their sizes, she started to stroke them off. “Oh golly, they’re so big. I bet they’ll fit in my squishy boobies.” Lifting her tits, she rolled her tongue as she winked at them. “Who wants a squishy titfuck?” Their cheers could be heard, even by Fluttershy as the mare kept moving.

Top-Heavy Princess

Fluttershy’s mind was in an absolute panic. The thoughts of how today had gone, as well as the damages her thoughts had been causing. It was too much for her. First Rainbow has gone from a petite flier, to a busty bimbo. Then Rarity went from a fashionista, to a cover on Playmare. Applejack went from farm mare, to milk mare. And now Pinkie went from silly and slutty, to just plain busty and slutty. There was something wrong, and now Fluttershy was scared. Twilight had to help, but what if she too was changed, or would be changed when she arrives?

‘No, no, I can’t give up.’ Fluttershy thought to herself, pondering what to do. As the Castle of Friendship drew closer and closer, she kept thinking. ‘Where could Twilight be in the Castle?’ But as she was a few dozen more feet away, she saw a mare in few. It wasn’t Twilight, but a familiar face. ‘Wait! There’s Starlight! Hopefully she’ll know where I can find her.’

Approaching the mare, Fluttershy nearly towered over the pinkish purple unicorn. So far, things seemed to be normal. Starlight was wearing a pair of tight looking, but otherwise modest black pants, with a black sweater top that did cut low to show off her shoulders and cleavage, but this was normal for her. Fluttershy, who’s tits were not almost bigger than the mare, was huffing as she was catching her breath. After the intense, confusing, and scary day she was having, she just wanted something, anything to make sense again.

“Starlight! Have you seen Twilight?” Fluttershy asked, gesturing with her arms in a panic. “It’s an emergency!”

“Well, hello you too.” Starlight replied, seemingly unfazed by the sex goddess form that was the pegasus’ body. “Yeah, she’s in the library.” After a moment, she looked her friend over. “What happened? What’s the Emergency”

“I’ve been having a terrible day.” Fluttershy tried to explain. “First it was Rainbow…” There was something strange in her voice as she told Starlight everything. “Then, with Rarity…” It was as if her mind was trying to fight for something. “And after that, Applejack, and even Pinkie…” Her thoughts were starting to shift and change as she looked at the unicorn. ‘Why am I having these thoughts?!’

Starlight had changed, or rather she seemed to have changed in the mare’s mind. She wasn’t in her normal attire anymore. Now the sexy unicorn was in a short, short white shirt with the word “love” on it, and it was cut so short, her pinkish nipples were rubbing a little along the rims. Her pants were now a super short, black skirt that swished in the faint wind, revealing her wet pussy lips that were eager to be filled. And all topped off with her seductively licking and sucking on a spiral lollipop.

“Hey baby…” This fantasy Starlight cooed to Fluttershy, winking as she spoke. “Wanna have some fun?” Reaching up, she cupped and lifted up one of her tits to drop them to a moaning bounce and jiggle. “I got these big, lucious tits that need some attention. What do you say?”

Fluttershy couldn’t help but stare on and on, the way Starlight looked, it was just so hard to look away. Throughout her entire day, she had been thinking about her friends in erotic ways that were completely different from what she would normally be doing. And yet, the more she looked, the more she could feel as if her body was getting hotter and hotter. Her nipples were getting hard, and pussy was getting wet. Maybe this is just how things have always been, and she had somehow forgotten. But while she was thinking, she could scarcely hear a voice calling to her.

“Fluttershy? Fluttershy? Hey! Fluttershy are you ok?'' Starlight asked, shaking the mare from her thoughts. “Are you okay? You look like you’ve seen a ghost.”

Starlight looked exactly as Fluttershy had fantasies; down to even the spiral lollipop. She looked at the pegasus the same way the others had, a mix of arousal and longing in her eyes, but she seemed to be somewhat more under control of herself as she looked Fluttershy over. The pegasus had also changed. She was taller, with tits so big, there was no way she could fit in her outfit anymore. Her outfit was now just a heart shaped blue pastie that were only covering her nipples, a blue thong that rode up her big, near pony sized ass upwards, and all with bluish gray leggings that ended in those same black heels.

‘Oh no! Its happened again!’ Fluttershy thought, looking at the unicorn, who was now even shorter than before. ‘No I need to ignore it, I just need to find Twilight, she'll be able to fix all this!’

Starlight tilted her head, looking at her friend with some concern as she wasn’t really certain what to do. Fluttershy had always been a nervous wreck, and this often led to her being teased and played with by Rainbow and her equally massive tits, or Rarity and her constant need to try and dress the mare up in revealing outfits that all but screamed slut wear. But even Applejack and Pinkie weren’t innocent in how they wanted to “help” Fluttershy’s shyness. With the former often offering to help her by letting her drink her milk, or the latter who was always trying to help hook up her friend with some attractive stallions.

“I’m sorry Starlight, I have to go find Twilight.” Fluttershy commented, trying to leave before things got worse. Rushing up the stairs, her titanic breasts bounced and swayed as she moved. “I’ll…I’ll see you later.”

“See you later.” Starlight replied, waving to her friend as she entered the castle, struggling a little as she nearly needed to duck under the door to do so. Now alone, the unicorn pondered aloud. “Huh, weird. Somepony that hot should not be that worked up.”

Now in the castle, Fluttershy was doing everything in her power to make her way to the library. Nothing else mattered, she needed to speak with Twilight. Bumping her head here and there over the various objects, lights, and such that were hanging off the ceiling, the pegasus was determined to find her friend for help. Something was wrong, she wasn’t crazy, she wasn’t misremembering anything, there was something at work here, and Fluttershy had no idea, and it was scaring her.

Eventually, by some mercy, Fluttershy managed to find her friend. Twilight, the alicorn of Friendship, was relaxing in her private library. The room was filled with the numerous crystal shelves that held countless different books. She had only just noticed Fluttershy when the pegasus arrived. But when she put down her book, her eyes went wide from the sudden shock of his timid mare now nearly three times the size of the alicorn, with an ass over twice her size, and a pair of tits as big as her bed.

“Twilight!” Fluttershy exclaimed, gasping out in some relief. Rushing over, she nearly shook the room with the sound of her steps as she reached down and grabbed Twilight. “I’m so glad I finally found you. I need your help to try and fix what’s been happening.”

“Not that I’m glad to see you Fluttershy but why don’t you put me down and explain what’s wrong.” Twilight commented, struggling to breath as Fluttershy was almost smothering her with her massive tits. The pegasus blushed, realizing what she was doing, and put her friend down. “Thanks for that, now tell me what’s been happening and I’ll see how I can help.”

“I don't know how to describe it. Everything has been going strangely since I met up with Rainbow Dash this morning.” Fluttershy tried to explain, detailing as much as she could as Twilight was looking her over. “One second I’m having a conversation with one of our friends and the next they’ve changed to sexed up versions of themselves. But then nopony seems to realize that anything is different except for me.”

“Hmm that is strange and concerning.” Twilight pondered, rubbing her chin as she looked her friend over. “I’m certain your body was never like this before. Why don’t you describe your day and don’t leave out any details and I’ll see if I can find any books on memory and body manipulation.”

“Well my day started when I received this amulet in the mail…” Fluttershy explained, going into as much detail as she could. Even the mundane things like how she feeds her animals was included. And while she spoke, she looked at Twilight, realizing that the scholarly mare was quite attractive. ‘No I mustn’t think about this.’

But it was too late. Between the worried blinking of her eyes, Fluttershy watched as Twilight’s body had changed. Her tits were tripling in size, not on par with Rarity’s or Rainbow’s, but still very big. As well as this, her chest was out in the open, with large blackened tape over her nipples in a massive X-shape. Her ass, which was now round and jiggling, was just barely covered in an especially short, mini skirt.

“Oh look, the book I’m looking for is on the bottom shelf.” Twilight giggled, cooing a little as she was lowering herself. “Looks like I’ll just have to bend completely over to teach it.”

“Oh no Twilight, what’s happened to you!?” Fluttershy gasped, raising her hands to her face as she watched. Her own outfit had also changed as she grew again. Now a cut in the middle dark greenish dress that held up her immensely proportioned tits. ‘Oh no. Oh no, no, no. Not again!’

“Huh? What do you mean Fluttershy I’ve been like this since shortly after my coronation.” Twilight commented, as her tits, now a little more out in the open, were growing. Bigger and bigger, and while her body seemed so much smaller, her chest was now even bigger than Fluttershy’s. “You know how big the other Princesses are. I'm almost small in comparison.”

“Ahhh! I can’t take it any more these changes!” Fluttershy screamed, howling out as the stress had reached a critical point. She couldn’t hold it in anymore. Everything was wrong, so very wrong. And her last hopes had been taken from her. “It just keeps happening and nopony seems to notice or care.”

“Okay, calm down, calm down. Clearly, something is wrong here.” Twilight explained, trying to relax the pegasus. “Let me see if I’ve got this straight when our conversation began. I wasn't this big?”

“No, you were a lot smaller.” Fluttershy explained, painting almost to the point of hyperventilating. “And now that I think of it, nopony today was as they are now. So I don’t know what’s happening. But it keeps happening to me, and they act like nothing’s different.”

“Hmmm fascinating.” Twilight commented, nodding as she pondered further and further. “You seem to be immune to whatever seems to affect me and the girls and affect everyone’s memories.” Then right as she was reaching a conclusion, she snapped her fingers, as if an idea struck her. “Wait, you mentioned something about an amulet that you woke up to find in your home?”

“Yes I did.” Fluttershy nodded, trying to relax, but her body and mind were still so stressed. “You don’t think it might be the cause?”

“I’m not sure but I would be remiss if I didn’t at least examine it.” Twilight commented, looking now at the amulet that was partially sunk between Fluttershy’s colossal boobs. “Would you be able to take it off so I can scan it?”

“No problem Twilight I’ll just take it off n…” Fluttershy commented, but just as she grasped at the object. Her intention to remove this amulet from her sent a massive surge of pleasure throughout her being. Her body grew again, tits, ass, thighs, everything swelled. And her outfit reached another design, just a pair of black leggings and sleeves. With everything else out on display. “Oh…hi Twilight. Do you know why I can to visit?”

“You did mention something about strange things happening?” Twilight asked, raising a curious eyebrow to the mare. “Are you feeling alright?”

“That’s weird, I don't remember that.” Fluttershy commented, her voice sounding almost in a semi-flirty tone. But she looked content, happy as she was. “Oh well I just must have wanted to visit my favorite busty princess.”

“Oh Fluttershy you flirt, you should be saving it for later.” Twilight giggled back, flirting with the mare. “Besides, don’t forget about tonight.”

“Oh my you’re right.” Fluttershy gasped a little, finally remembering something from the back of her mind. “It’s my turn to host today, I better get home and get it ready and then I can show you why you're my favorite princess.”

“Then I’ll have to see you then.” Twilight cooed, winking at the massively busty pegasus. “Better get home and get ready.” Fluttershy only nodded, smiling as she left the castle, skipping merrily as she went to return home for tonight’s fun.

Bimbo Orgy

Night was soon coming. Fluttershy had just made it back to her cottage in time to get the house prepared for the evening. It had been a while since she was the one to host the event. Normally it was Pinkie, Rarity, or Twilight, with occasionally Applejack, and well Rainbow wasn’t exactly able to get everyone in her cloud house comfortably. The animals were okay with moving their things either up stairs or outside. They were very understanding, as tonight was the weekly orgy between Fluttershy and her friends.

No sooner than the first floor finished being set up, there was a knock at the door. It was Rainbow at the door, always the first to arrive. Despite her massive tits, her speed was still faster than the others. As soon as the blue pegasus pushed her incredible rack through the door, she jumped at Fluttershy, hugging her friend. Though, this would only result in the yellow mare’s gigantic tits being too much and bouncing her friend off her.

Twilight and Applejack were the next ones to show up, with Pinkie cheerfully bouncing behind them. The fat chested Princess was using her magic to keep her couch sized bosom from dragging on the floor as she gave her friend a delicate hug. Applejack, the cow mare that she was, was equally polite about it, even being courteous enough to give her friend a gallon of freshly squeezed Apple Milk. Fluttershy would only lick her lips as she took the gift. With a smile, she took the milk and put it in the fridge.

She had just barely returned to her friends when Pinkie, the nudist ball of curves, tits, and ass, bounced up to hug the titanic mare. Like Rainbow, the pink slut bounced off her, but unlike the pegasus, she came again and again. Eventually, she managed to get herself stuck between Fluttershy’s body sized tits, but rather than try to escape, Pinkie only giggled and moaned as she nuzzled and snuggled herself between the heavenly, soft mounds.

Rarity was the last one to arrive, being fashionably late as she liked to put it. She was dressed in something somewhat more modest. A skin tight attire that supported her head sized boobs, but the skirt line barely kissed at her round ass. Any who was in front of her would see bouncing white tits, while anyone behind her would see her plump, delicate pussy between the soft motions of her flank between each step.

“Looks like we’re all here.” Fluttershy smiled, sitting down in one of her massive chairs. Her mind still raced a little as she tried to remember how the recent day had been. “So glad we could do this, today had just been so stressful.”

“Really? Why is that?” Twilight asked, raising a curious eyebrow. “When you came over today, you looked so happy.”

“Yeah! And you were pretty excited for tonight when we talked.” Pinkie added, still sitting comfortably in Fluttershy’s tits. Her giggles became sultry moans as she reached down to tug and tease at her friend’s huge nipples. “I figured you were just happy for your turn.”

“Maybe she just was?” Applejack nodded, partially suckling on one of her own tits to drink some milk. “I can’t think of any other reason she had to rush through helping me.”

“Oh yes, it had to be that.” Rarity smiled, almost laughing a little playfully. “I mean, she was positively dazzled by my latest fashion trends.” As she spoke, she posed a little, showing off not only her chest, but her lucious, juicy curves.

“Yeah, was there something wrong?” Rainbow asked, showing concern to her friend. “I mean, when we were talking this morning, you seemed so happy tonight. Saying you couldn’t wait and everything.”

“Did I?” Fluttershy asked, blushing a little as she was trying to think back to how her day had gone. She knew she was embarrassed and confused today, but for some reason, she couldn’t remember why. “I guess…yeah, I guess it was just me being excited and silly.”

That had to be it. Fluttershy woke up this morning, fed her animals, and got a lovely gift in the mail. After leaving her house, she met up with Rainbow, having a lovely conversation with the fat breasted bimbo about that night. From there, she met up with Rarity, excited to see the latest fashions that were all about showing off a mare’s beautiful chest. Afterwards, she helped Applejack with being milked by the town, as well as selling her delicious, creamy milk. Then she bumped into Pinkie, joking and laughing with the slutmare. And after a brief chat with Starlight, she confirmed with Twilight about tonight’s orgy. Yes, that had to be it.

“Guess I was just so excited.” Fluttershy giggled, still blushing adorably. “So um…it hasn’t been my turn in a long time…” She was fidgeting adorably. “So…how do you girls want to-”

“Aww, Fluttershy! You’re so adorable!” Pinkie cooed, giggling as she lifted herself up. “Come here, you!”

Pushing herself up, Pinkie kissed against her friend’s lips. That was the breaking point Fluttershy needed. This was what she was so excited about today. Emotions spilled out, as tit her gargantuan tits as her top burst and ripped from their weight. Pinkie giggled, pushing her own weight on her friend, which caused the pegasus to lose balance, falling backward as the two of them crashed on the floor. The other girls only looked at the two while they made out. It was so hot, their bodies were heating up from the sight.

Pinkie and Fluttershy were moaning in each other’s mouths as their tongues danced and embraced. Both their hands explored each other, rubbing, groping, and squeezing their soft curves. Rainbow was already feverishly masturbating, taking her top off to let her huge boobs bounce free. Twilight was doing much the same, but had conjured nearly a dozen or so hands to grope and play with her own tits, all the while, moaning softly. Applejack and Rarity were all over each other, just like the mares in front of them.

Rarity moaned and cooed, suckling on Applejack’s tits to drink her delicious milk. The cow mare moaned whorishly, holding her friend’s head against one of her breasts, all the while groping and suckling on the other one. Now one to stop at just breast suckling, Rarity reached under her friend’s body, slipping her skilled hand between Applejack’s thighs and to her delicate pussy. Being a hardworking mare that she was, she was tight tight, Rarity could barely get a few fingers in Applejack’s vice like embrace.

“Feeling better, Fluttershy?” Pinkie moaned, giggling in her friend’s mouth. Reaching down, she squeezed and tugged along the pegasus’ massive tits and nipples. “You like what I do to your big boobies.” Fluttershy only moaned, her sweet sounds were all the answer she needed.

Pinkie giggled, slowly pulling herself away from Fluttershy’s mouth. While the mare wanted to help warm her up, this wasn’t the only thing she wanted. Kissing against the mare’s cheek, Pinkie slowly worked her way down, still groping and tugging at the mare’s fat tits, making her moan her sweet sounds. Pinkie giggled and teased her friend, not wanting to get her too excited as she licked and kissed between these impressively massive mounds. Slowly squeezing her head through them, the mare reached at the smooth belly.

Pinkie moaned softly, suddenly feeling a sensation groped against her ass. Looking back, she didn’t see anyone rubbing her soft, squeezable flank, but the magically conjured hands that Twilight produced. The princess was busy, laying back as Rainbow had managed to squeeze herself between her juicy thighs. The pegasus was moaning whorishly as she passionately tonguefucked her friend’s pussy, which caused Twilight to arch her head back. Her horn sparkled and flickered as she was moaning outwards.

“Aww, thanks Twilight.” Pinkie giggled, only to slowly moan as more hands came to her. Some rubbed her ass, others teased at her tits, while one or two were tenderly rubbing along her soaked pussy lips. “I love how warm your magic feels. Makes my sex pinkie pussy feel all tingly.”

Twilight only hummed out her pleasurable moan. She was savoring the feeling of Rainbow’s head between her legs. The magic she used to summon these hands multiplied as more and more extended out to not just her, but her friends. Applejack and Rarity, now laying beside each other, their mouths eating out the other’s pussy, moaned sultry cries as these hands rubbed along their curves.

Once she was at Fluttershy’s pussy, Pinkie couldn’t help lick her lips as she used her fingers to get her friend’s soaking wet entrance to get nice and ready for her. Fluttershy softly moaned, reaching up to cup and play with her own tits. The mares all let out their soft cries of pleasure, feeling as these magical hands sent tingles of electric kisses throughout their bodies, as well as their own hands and mouths enjoying each other.

This was what she needed after such a long day. This is what Fluttershy needed, to feel as if her friends were having fun with this loving orgy. But her pleasures were only rising. Pinkie’s tongue felt so good, wriggling and wiggling in her warm embrace, her clit being teased by the mare’s finger, and the magical hands rubbing and even starting to finger some of the other mares. They all cooed and moaned, but the hands were slowly getting hotter and hotter.

“J-just a moment…girls…” Twilight moaned, panting out as she was getting closer and closer to orgasm. “I think…you’ll…you’ll…ah fuck…right there, Rainbow. Keep going…gonna…like it!” Moaning out, she came her soaking nectar all over her friend’s face as her horn burst out more radiant light.

The hands moved faster and faster to tease and pleasure the mares. But there was more than that, new shapes were being spawned by the raw magic in the air. Long and wriggling shapes such as tongues, as well as smooth, moist lips that licked and kissed along their bodies. The hands rubbed, the tongues slipped in and around, while the lips pressed against them. The pleasure was growing and growing. The mares moaned out in pleasure, their bodies were going to cum.

But the raw magic wasn’t finished. It warped and shaped, stretched and eventually settled into a form the mares have seen before; cocks. Big, throbbing stallion cocks, griffon cocks, yak cocks, zebra cocks, dragon cocks, as well as other shapes and sizes. There were so many, and they seemed to glisten in the room’s light. Before any of them could say a word, the various magical dicks flew about, pressing, rubbing, probing, and teasing along their curvy bodies.

Fluttershy moaned, which only brought the attention of a long, thick stallion cock, as well as a bulbous diamond dog cock flew over to her. She barely could let out another sound as both cocks pushed into her mouth. She cooed, savoring the feeling as her throat was quickly being used like a pussy. The curves of her tits were equally being used by roughly four zebra cocks, with a massive dragon dick slapping between her huge boobs.

Pinkie moaned in Fluttershy’s pussy, feeling a yak cock beat down in her ass while a few pony dicks seemed to fight over who got to play with her pussy, settling on shoving them all in at one. Rainbow bounced madly on a griffon dick in her pussy, with a zebra one in her ass as Twilight was feeling a few at least one of each type rub and teach against her absolutely humongous tits. All the while, she only eagerly slurped along a simple stallion dick, suckling on it so passionately rather than let it deep throat her.

Applejack and Rarity barely seemed to pay attention to what dicks were fucking them. The two were not cuddling, making out as the unicorn was laying over the cow mare. Their pussies and asses were being toyed with, then fucked by a few griffon, pony, and zebra dicks. As well as this, a throbbing yak and dragon cock pushed between their soft folds. The two moaned as they were sloppily and noisily making out, their tongues rubbed and pushed in the others mouth.

These many cocks, hands, tongues, and lips fucked, rubbed, licked, and kissed these bimbo mares. The six of them moaned whorishly as they were getting closer and closer to orgasm. The magic seemed to detect this as they were moving even faster. They were panting, they were feeling the tension of their passions growing, and growing, and growing, and growing. It was so much, it was too much. At once, the mares cried out in orgasm. The cocks slammed and bottomed out in their respective holes and curves, while the hands pressed and squeezed as much sexy flesh as they could.

The mares twitched and spasmed, feeling their orgasmic bliss trembling and thrashing throughout their bodies. They were letting the pleasure course through them. The magic cocks fired off their hot and heavy loads. Though not actually cum, it still felt so hot, so thick, and the potent, musky smell was enough to numb their minds and burn their senses. It was several short minutes before the mares settled down at the feeling of the orgasms.

“So…Fluttershy…girls…how’d you like…that?” Twilight weekly panted, wiping the sweat from her brow as she looked her friends over. “I don’t know…about you all…but I think I’m still good to go…”

There were a collection of coos and moans. The mares came so much, they could barely form words. Twilight, having experienced such magical touches, was the only one who could put together her words, though her hot breath revealed how aroused and fatigued this was. Seeing as her friends were still raring to continue, she smiled. Igniting her horn, she conjured not only floating hands, tongues, lips, and dicks, but some even came as full body, ethereal summons. Matching the cocks attached to them, they were a mix of different races.

“Well girls, I think we’re about to take this orgy to the next level.” Twilight giggled, somewhat catching her second wind. “Cause once I start this spell, they won’t stop until we’re raw and twitching.” With the joyous moans coming from her friends, she began to unleash her magic.” The constructs got to work, and if anyone was looking in, they would see these six mares being pleased and gangbanged in this wild orgy.

Eventually, the orge died down. The bimbo mares had fucked themselves silly and tired. While her friends were sleeping where they dropped on the first floor, Fluttershy made her way up to her room. Not that it really mattered, she collapsed once she was close enough to her bed. The bed was unsurprisingly the perfect size for her, as was everything else in her room. Why wouldn’t it? She had always been a very tall mare with massive tits and ass bigger than some of her friends. So why would she expect to find a small room or a small bed?

Laying on her belly, she was snoring within seconds of her fat tits slamming into her soft bed. Even as a gigantic mare, Fluttershy was as timid and adorable as she had always been. A smile ran across her face as she couldn’t help but cooed a little between her sweet sleepy sounds. But as she lay there, all calm and comfy, a figure snuck their way into the room. A female draconequus, her body a mix of different beasts and monsters, with a mischievous smile across her face.

Eris, the former goddess of discord and chaos, who had been redeemed, and has been living with Fluttershy for a few short years now. Though she would come and go as she wished, she did love to play her little prank on the mare once in a way. Carefully, she helped roll the hyper pegasus over on her back. Her massive tits heaved between her sweet, sleeping breaths, while her huge ass sunk into the soft bed. All the while, the amulet seemed to give off a sparkling glimmer.

“Looks like you had a fun day.” Eris giggled, speaking softly as to not wake Fluttershy. Running her hand gently along the mare’s cheek, down her slender neck, and then at the amulet. “Glad to see my gift was put to good use.”

Reaching down a little more along Fluttershy’s chest, Eris gently teased at the mare’s hand-sized, plump nipple. The mare let out a soft moan, but otherwise remained asleep. The draconequus giggled, enjoying the sweet sounds she made her friend give off. But after a few moments, she released this massive boob. Her finger drifted between the breasts, along the smooth belly, and then to the still soft and soaked pussy lips.

“Glad my gift was about to make my best friend a little more assertive.” Eris giggled, gently rubbing her finger along the pussy lips. Fluttershy moaned, but remained sleeping. “Such a good mare. I knew the amulet was the perfect gift for you.” Unable to hold back her eagerness, she started fingering her friend, while playing with her own breasts as she moaned softly.

“Eris…Eris…Eris…” Fluttershy cooed while sleeping. The mare must be dreaming about the draconequus. Eris only realized what the mare was cooing before slowing down. “Eris…you’re so…so beautiful…”

“Aww, that’s so sweet.” Eris cooed, only to then realize that Fluttershy was doing more than dream about her. The amulet gave off a faint glow. Her eyes widened. “Oh no.”

It would be several hours before Fluttershy would wake up, but when she did, she felt the massive sizes of soft tits pressing against her body. Still sleepy from the previous night’s orgy, she looked over to see Eris. The bimbo draconequus’ body was nuzzling against the massive mare’s body as she always did. Her mouth was suckling on Fluttershy’s breast, as if she were trying to drink warm, creamy milk.

“Aww, looks like she had fun last night.” Fluttershy cooed quietly, recalling the previous night a little differently, believing Eris had joined them. Reaching out, she gently caressed her head. “Well, there’s no harm in staying in bed a little longer.” Carefully, she reached her arm under the draconequus, hugging her closely. Eris only gave a small coo as her body cuddled against the pegasus.