Overfilling a Promise

by EpicGamer10075

Rating: mature
Tags: Profanity, Anthro, Porn, Apple Bloom, My Little Pony: Friendship is Magic, Fetish, Rainbow Dash, Gilda, Sex
Length: 10030

Gilda shows up for a surprise from Apple Bloom, but the potions the mare end up making the Gryphon bigger than either of them—or Rainbow Dash, who's come to apologize—expect.

Receiving an invite from Apple Bloom about some sort of ‘surprise she had in store’ for her, Gilda heads to the CMC clubhouse in anticipation of some more sex between her and her new-ish fuckbuddy. However, she didn’t anticipate the pair of potions the Pony had made, and she certainly didn’t anticipate how much bigger they’d make her, in all the ways...

And most certainly, Gilda did not anticipate Rainbow Dash showing up, being ashamed of herself after finding out about the Gryphon helping her best friend. But, Gilda definitely did have an idea about what to do from there...

Cover Art: 2971793 on Derpibooru

Growing Futa Gilda x Sub/Sextoy Rainbow Dash + Sex-instigator (and voyeur) Apple Bloom

Kinks:

Futa

Musk

Growth

Cock/Balls Expansion

Breast/Ass Expansion

Muscle Expansion

Furry Body Physics (Stretchy Body)

Excessive Cum

Cumflation

Voyeurism

*Featured on 23/10

Published 2024-10-23 04:20:00 UTC
Last updated 2024-10-23 04:20:00 UTC

200% Hotter

Gilda had been here a few times already, but it never felt any less weird to her. The treehouse of the ‘Cutie Mark Crusaders’ creaked a bit with each step she took up the stairs to the ‘house’ itself, and she could tell it had been in use ever since those three Ponies were fillies. It may have survived their antics, but she swore that one of these days, this thing would collapse from under her, though whether it would be from just trying to enter the damn place or from the hardcore fucking that went on inside, she didn’t know.

She did know, though, that today was another day for those so-called ‘friends-with-benefits’ of hers to get absolutely railed, and she could already feel her cock beginning to poke out from its sheath from the anticipation; those lustful teens’ pussies hadn’t gotten any less tight, even with how hard she had pounded them all. And, it was even funnier to her that one of those very teens was Rainbow Dash’s little sister... She’d hold that over the mare soon enough, though she hadn’t actually seen her since fulfilling that ‘favour’ for Dash’s friend, Fluttershy, some days ago.

Rolling her eyes as she arrived at the top of the stairs, Gilda grabbed the handle of the place’s door and whipped it open before moving inside—having to duck her head and tighten her wings a bit from the small doorframe. “Hey,” She called out as she saw Apple Bloom already inside, having been expecting her, “I’m here, so what’s that ‘surprise’ you said you had for me?”

The Earth Pony looked oddly antsy as Gilda approached her, though she couldn’t tell why. She had been given a letter that was from the mare, saying that there was some sort of ‘surprise in store for her’, and while the Gryphon could reasonably guess it had something to do with sex, as was the main reason she even cared about the teen in the first place, the way Apple Bloom seemed frazzled and on-edge made her more skeptical, since she hadn’t ever been nervous about it before.

“Ehh... hi, Gilda,” The mare herself muttered, absent-mindedly fidgeting with the belt of her jeans and hem of her green shirt as she sat on a stool next to the table in the middle—the one that was remarkably sturdy to hold up despite the rough rutting that had happened multiple times on it, and atop which also sat a small box. “I’ve been workin’ on... s-something,” She continued, her face flushing a bit as she eyed up the Gryphon walking over towards her, “And, uh... well, y-y’know how I work with Zecora sometimes, yeah?”

“Sure,” Gilda returned, intrigued about whatever the Pony had gotten up to, and then arrived at the table before hopping up and sitting on it, mindful of her tail, and leaving her exposed legs dangling over the edge, genitals bulging out somewhat between them through her jean shorts, not a hint of underwear constraining them.

Bloom gulped as she noticed the bulge even with it not directly facing her, and her eyes trained up across the Gryphon’s taught abs and hefty boobs, with the former left open to viewing from her grey tank-top and the latter firm enough to remain in place without a bra and big enough to push so much of that tank-top up in the first place. “W-well...” The Earth Pony went on, raising her hands up to the box and grabbing it carefully, then hesitated for a second before opening it. “I’ve been learning from Zecora about.. potions n’ stuff, so...”

As the mare trailed off, Gilda could figure out where that train of thought was headed, and she smirked in amusement and responded, “And so you made something to spice up our fucking.”

Blushing harder, Apple Bloom looked away and nodded silently, but as the other creature barked out a laugh in response, she was forced to gulp again, before then turning her attention back to the box in her hands. “I-it’s uh—” She tried, getting Gilda’s own attention back on her, “It’s somethin’ for you...” She said, turning the box around to show its fabric-lined interior, clearly there to keep the two vials within the box safe—one of those vials containing a swirling lime-coloured fluid and the other a placid violet, but both of which seemed to nearly glow under the magic contained within. Carefully picking up the former one, Bloom then held it out for the other creature, who eyed the thing warily.

“These things always taste like shit, yeah?” The Gryphon asked as she tentatively reached forward and grabbed the vial, mindful of her claws against the glass container, then moved it nearer to her face where she could see just how thick the fluid actually was, making her a bit more concerned about how horrific it may taste.

“W-well, yeah,” Bloom replied in a less bothered manner, “But Zecora helped me make that one, and she said it oughta make you b-bigger...” She stuttered, her voice turning breathy at the end.

Gilda grinned once more, this time much larger as she understood why exactly little Bloom seemed so nervous; she was excited about this. “Well, in that case...” She spoke, and quickly popped the cork out of the vial with one hand, then raised it to her beak and chugged the entire thing in one go.

..Only to immediately start coughing.

The Pony cringed as Gilda held her chest with both claws and heaved out a bunch of coughs, which only died down after several seconds had gone by and the Gryphon managed to get control over her throat, and she then sputtered out, “U-ugh.. that—kaff—tasted w-worse than shit!”

“S-sorry...” Bloom muttered back, still cringing a bit, “B-but, uh, potions ain’t ever made with their taste in mind...”

Gilda scoffed and spat out a few more coughs, then cleared her throat and rubbed her neck with a claw. “Sometimes, I feel like they fuckin’ should be,” She retorted, letting her other claw, which still held the vial, fall down onto the table and lay the vial and its cork on top of it, then sliding her talons across the table, piercing into the wood from her annoyance, “‘Least it’ll fucking do something...”

“Yeah...” The Earth Pony responded with assent, but did then add, “It shouldn’t be lasting for too long, just a few hours, and, uh..” She flushed a bit again, “W-well, I don’t really know how much b-bigger this’ll.. make you.”

Gilda shrugged and replied, “As long as I get to rip your holes open and fill ‘em with more seed than I know what to do with, we’ll be good.”

A sharp inhale came from Apple Bloom at the mental image, and her face slowly lit up with red. She kept herself stock still, only her breathing getting heavier and her body fidgeting in lust, but she seemed trapped within her mindscape for the moment, making the Gryphon roll her eyes and pay more attention to the lingering, horrid taste on her tongue. There was definitely a bunch of potent, organic stuff in there, though it was so mixed that she couldn’t manage place any of it—but one thing she could place was a sense of magic underneath it all, a sense of magic that soon enough she began to feel...

It began as a simple warmth blossoming in her chest, but soon more of it flowed into other regions of her body, going up to her head and arms as well as down into her hips and legs. And then, she could feel it start to heat up as it flowed into each talon of her claws and each feather of her wings, the core of it swirling around in her chest and tingling through her breasts and abs. It continued to heat up and tingle throughout more and more of her body, until eventually she could feel the entire sensation of a fire going on throughout her entire form, pushing outwards from inside of her.

At first it just began as a somewhat uncomfortable feeling with some pressure inside her pushing outwards, but after a few seconds, Gilda could feel that pressure start to stretch out her body. It felt most prominent at her chest, with her breaths pushing her chest up and down, but each push out was stronger than the fall back down, and it slowly added up. Her breasts slowly filled out her tank-top more and more with their volume, and Gilda could begin to really feel the potion’s effects on the rest of her body as well, with the pressure making her legs grow longer and thicker as they hung off the table, and the same for her arms as she gripped onto the edge of the table, all of her limbs’ muscles growing even bigger and firmer than the rest of her limbs themselves. Her entire core was growing outwards too, with her waist thickening and her abs swelling outwards, trembling as more and more of them became exposed with her tank-top stretching tighter and tighter from her growing breasts.

And none of that was to mention her lower region, with her fat, firm ass getting fatter and firmer with each second that passed by, pushing her body up a tiny bit at a time, with the growing amount of mass above trying to keep her oddly sensitive rump squished down. But if her butt was sensitive, then that was nothing compared to her cock and balls, which seemed to be growing fastest out of anything, even beyond how it was growing erect from the pleasure. Her balls remained trapped within her shorts, filling up more and more with thick spunk and growing more and more heavy and tense in their place atop the table and under her cock. That cock, which itself was throbbing with growth, a small surge of size coming with each pump of blood through her dick, pushing it out further and further out of her sheath, and then pushed out through the sleeve of her shorts, quickly popping out into the open where it only grew more.

Her body felt hot and tight with the growth, and clothes only felt tighter, with her boobs stretching her shirt out until it was nearly skin-tight and her shorts getting stretched to their limit across one of her sleeves and the base of her crotch. And, as her body kept growing, her clothes only got stretched tighter, and tighter, practically constraining her breathing with how much they pushed back, until—

shrp!

A slight rip formed just between her breasts, right in the center where her shirt was pulled the tightest, and while the rip gave her shirt enough room to not constrain her boobs as much, Gilda just wanted it off at that point, and flexed her chest out, pushing her breasts outwards and immediately causing her shirt to shrrripp! straight through, tearing outwards from that first small rip to split the front in half. Finally, the growing Gryphon was given some relief, her breasts hanging outwards as they continued to slowly swell further, and their owner heaving some breaths from the intensity of it all, her tits hefting up and down, small rivulets of sweat dripping down her head and neck until they slid down her breasts, some of it pooling within the massive crevice that was her cleavage...

And Apple Bloom watched it all from the side, eyes utterly fixated on the big, strong Gryphon that was only getting bigger and stronger, breasts growing fatter and fuller with each passing moment, their increasing weight only accentuated with how they hefted up and down with their owner’s heaving breaths, and their sheer volume shown off further by the trickles of sweat that dripped down them. But that was just one aspect of the massive Gryphon, with her claws soon finding their way to the back of her shirt and shripping that thing in two with ease, then letting her arms fall downwards so that the sections of the shirt on each arm were able to slide down those big, thick arms and flitter down onto the floor below, their grey colouration now ever darker with some of the sweat that had seeped into them.

Gilda herself was starting to feel lightheaded as her body only grew more, with the heat flooding her body and stretching it outwards making her sweat even more, and the tension in and around her crotch making it feel very uncomfortable, so she didn’t even hesitate after letting her shirt fall away before bringing her claws to her jean shorts and, ignoring any clean way to get them off, just sunk her talons into them and ckrripped right through them! Putting her claws back down on the table to steady herself, she then pushed herself off it to stand unsteadily on her paws, her newfound extra twenty-odd percent of height making it even harder to stay standing as her shorts fell away, revealing her massive, massive cock.

While her height may have only grown a fifth, the rest of her body had grown faster, and was thus even bigger, with her breasts nearly twice the radius and much the same for her cock and balls; the former of which had to be twice as long, twice as thick and meaty, and her balls twice as musky and eight times as voluminous and potent.

Apple Bloom may have wanted it bigger, and she certainly drooled at the sight and smell of the incredulously large beast, but even she couldn’t imagine how that thing could possibly fit inside someone.

Knock knock knock!

—Though she didn’t have that much time to, with a sudden trio of knocks against the door of the treehouse making the Earth Pony blink out of her reverie, before then taking a couple seconds before looking over at the door itself. Another knock knock knock! came impatiently at the door, and Bloom swiftly got up and trotted over to the door to see who could possibly be interrupting her and Gilda at that time.

Gilda herself was still stuck within her own mind, swimming in the tension, heat, and pleasure that came from her growth, which was just now beginning to die down, her breasts swelling just a bit more as they protruded from her chest, her balls filling with a little more spunk as they hung down between her thighs, the muscles on those thighs, and indeed the rest of her body, getting packed with just a bit more muscle as they bulged out through her flesh and fur, and her cock... Her cock grew a ‘little’ bit more, stretching out a few more inches until it had to have been a full meter in length and nearly a quarter in diameter at its widest—not accounting for her knot, which was nearly twice even that.

With the growth subsiding, so did the stars in her vision and the muddling of her hearing, and she could soon enough make out the voice of the filly/fleshlight Apple Bloom talking to someone else, who... sounded familiar. Taking a deep breath as she steadied herself, she looked over at the door to see Bloom right then, holding the thing closed and talking with someone on the other side of it, and the Gryphon spoke, “Dash?”

The filly snapped her mouth shut at the sudden voice, but outside, Rainbow Dash called back, “You in there, Gilda?” Her voice, though a bit muffled by the door and muddled by Gilda’s still slightly disoriented hearing, sounded... contrite, oddly enough, though did still sound a bit awkward as she continued, “I wanted to talk to you about... well, you know...”

Gilda wasn’t too sure what to make of those emotions; she had expected Dash to be furious with her after talking with Fluttershy and learning about how she rutted her, but somehow... it seemed Dash didn’t know about that? She probably did still talk with Fluttershy, otherwise she’d still be pissed, but the timid Pegasus must’ve kept what had actually happened a secret while assuring Dash that she did help her out in some way—which was accurate, and the whole ‘rutting her like an animal’ thing just happened as an extra.

Clearing her throat as she finished her line of thought, she called out neutrally, “C’mon in.”

“Uh—” Bloom sputtered as she still stood in the way, seeming baffled by the response.

“Oh, come of it, filly,” Gilda retorted at her, giving her a mild glare as the Pony looked over at her, “I’m pretty sure Dash isn’t trying to kill me. Even if she was, you know I can handle myself.”

Bloom looked downward for a moment in what looked like shame and mumbled quietly to herself, then pulled back from the door, opening it as she went to reveal the other Pony outside. Rainbow Dash was clad in a blue Wonderbolt tank-top and red striped short-shorts, both typical for her, but that did mean Gilda could see the black of her sports bra through the arm-holes of the shirt as well as the bottom of the panty briefs under her shorts—which were practically the same length as them.

But despite her confidently exposed form, she did look legitimately ashamed as she stepped inside, one of her arms wrapped around herself and holding her other arm, and her and Bloom shared a look for a second before she then glanced over at Gilda, but only for a moment before looking away—and given how she didn’t double-take and pop a wing-boner, she must not have registered the fact that Gilda was buck naked and fucking massive. Her loss, but the Gryphon did have some ideas on how to handle that...

“I...” Dash muttered uncertainly as she arrived inside, Bloom closing the door behind her, “I guess you’re a bit.. different than I thought.”

Though Gilda could tell the meaning, she still grinned in irony. “You could say that.”

A deep sigh escaped the Pegasus, and after a second or two, she then replied, “I’m sorry, alright? About.. just shoving you away like that... I talked to Fluttershy, and.. she told me how much you helped her out.”

“Mm,” The Gryphon grunted back, still grinning from the double-meanings.

“I didn’t really wanna believe you actually helped her at first, but Flutters...” She grimaced, gripping her arm a bit harder, “She basically told me off about I was being a dick to you. I know you were mean to Pinkie, but you’re not a bad Pon—er, Gryphon, and, uh... y-y’know, actually help others out when you need to.”

“Yyyup,” Gilda shot back, and stepped towards the Pegasus, licking her beak as each of her slow, plodding paw-steps practically shook the treehouse, and she could see Dash’s eyes widen a bit and her breathing start to grow deeper, those signature signs of lust creeping back up as the Gryphon recalled, “Ain’t that different from back in Junior Speedster’s Camp, remember?”

Dash didn’t move as she nodded her head, her breathing only getting deeper as her cheeks started to flush red and her wings could be seen twitching on her back. “Mm,” She grunted back weakly, no doubt remembering all of what had happened back then as well, “S-so, um, sorry. I, uh, should’ve given you an actual chance...”

The other creature only continued forward, her own breaths heaving in anticipation as she moved all her massive weight over with her huge muscles, paws THUMPing even harder against the floor, shaking it and the smaller mare before her even more, until she stood right before—or perhaps it would be better to say, above the mare.

There had always been a size difference between the two of them, even back multiple years ago in Camp, with the rather squat Rainbow Dash very defensive about her height—until she met the much larger Gilda, that was. Even as a teen, Gilda was already larger than most adult Ponies, and stood head and shoulders above Dash, who suddenly wanted nothing more than to be shown the joys of getting her guts rearranged by a much larger creature and their fat cock.

And now, that feeling must’ve been cropping back up again from how her nose twitched, catching a whiff of the Gryphon’s powerful musk, and a shudder wracked through her body as her blush grew hotter. “Mmm, yeah, was kinda bitchy of you,” Gilda remarked with a hint of annoyance, but most of her emotion was elsewhere as she leaned over the Pegasus, who pulled more into herself and kept her gaze away from the other creature in embarrassment as Gilda continued breathily into the mare’s ear, “But I think I know to make up for that...”

Dash’s face was lit aflame at that point, eyes blown wide and sweat dripping off her brow, her wings and tail twitching sporadically as her mind no doubt swam the memories of how hard she had gotten rutted all those years ago... and she eventually spared another quick glance over at the Gryphon, looking away just as quick... but only for a time before, through her lust, she squinted in confusion, then took another glance over. Her eyes met with Gilda’s exorbitant chest, here breasts bereft of clothing and damp with sweat, but it must’ve been the size and position of them that struck the mare as off, and so her eyes roamed across the rest of the other creature’s body, across her bigger, beefed-up arms, her thick, packed abs, her thick, beefy legs, her massive, massive cock and balls, and lastly... her face, staring down at the little Pony with a shit-eating grin, from far higher than should be the case.

Dash’s maw slowly fell open as she stared up at the Gryphon, shock and lust filling her eyes for several seconds before Gilda decided to elaborate, “Yeah, it’s pretty fuckin’ hot, huh? You can thank your little friend over there—” She gestured to the other mare that had been left in the room, staying silent throughout the other two’s conversation, but now openly rubbing herself through her pants, “—For this. Filly’s been making magic potions, and gave one of ‘em to me...” She gave a deep exhale of breath across the smaller Pony’s ear, wracking another shudder through her before the Gryphon continued in a huskier tone, “And you see what that did for me.

“So, Dashie...” She went on with one of her claws coming down onto the mare’s shoulder, then tracing down her arm before arriving at her pert little butt, and then grabbing it tight, “How do you feel ‘bout getting your ass absolutely destroyed?”

A tiny part of Gilda’s mind was worried that she had broken the brain of her favorite old sex toy, with Rainbow Dash completely frozen in place other than her overwhelmed shivering and sweating, and her eyes blown wide open, seemingly trying to take the entire massive form of her old bitch-breaking girlfriend all at once... and failing. There was a lot of her to take in, after all, and with Dash’s brain so clearly short-circuiting at all the muscle, musk, and mass laid out like a buffet before her... she could only take so long before breaking.

Dash darted out from between Gilda and the closed door behind her, smacking the claw off of her butt cheek as she stumbled away, both her wings still stiff as a board and scraping against the wall as she turned around to shout indignantly back at the Gryphon, “N-no, I-I’mma destroy yours..!”

“Pfft..!” A snort left Gilda as she stared down at the erect-winged, wide-eyed, and sweating Rainbow Dash, who only managed to look stupid and adorable in her supposed ‘confident’ poise. She had always been a stubborn little bitch (emphasis on little), so it wasn’t that much of a surprise to the Gryphon that something like this would happen... but that didn’t mean it was any less fun to break the little Pony’s rebellious ways, and her pussy.

Not even bothering to give her another moment of freedom from her intoxicating presence, Gilda flared up her wings, which would’ve smacked into the ceiling even before the growth, but now they could barely go higher than her head before hitting the ceiling. Still, it gave her enough room to give a quick flap of them to propel herself forward, but their additional strength gave her far more thrust than she expected; she flew forward, tackling Dash all the way across the room into a wall, and then practically smashed through that wall, with large cracks forming in the wood planks and some splinters getting scattered out across the floor.

Taking a second to process what had just happened, Gilda then focused down on her target, the even more thrown off Rainbow Dash, and grabbed ahold of her clothes and swiftly ripped them straight off with her talons. Dash could only let out a gasp before those claws were gripping her waist, then picked her up and held her in place before the massive Gryphon that was their owner, staring back with a grin as their eye-line was about even—which was saying something, given how the Pegasus couldn’t feel a trace of the floor against her hooves, no matter how hard she tried and flailed them.

“Heh heh,” The other creature chuckled, eyeing the Pony up and down like a meal as she held her like a mere sandwich, “You ain’t so confident now, are you, li’l Dashie?” Dash wasn’t able to muster a response as she stared back wide-eyed at the massive Gryphon, her hands finding those claws that held her up, but then pulled the mare a bit closer as Gilda stood up straighter, and Dash was then able to feel something, huge, thick, and hot pressing into her legs... The mare had to gulp down some fear at the size she could feel of it before looking down at the beast that pushed out of Gilda’s crotch, the knotted cock that must’ve nearly been half the little Pony’s own height bent downwards at it tried to straighten itself out, but Dash’s legs were in the way.

Another deep chuckle came from the Gryphon as she saw Dash freeze up, locking her legs together out of embarrassment and trying to keep that enormous thing from trying to enter her, but Gilda just took one of her claws off the mare’s waist and grabbed one of her legs, her talons sinking into her flesh just a bit as she pulled it up and away from her other leg. “Open up, little mare...” She teased as Dash’s leg was pulled too far up to keep them locked together, and Gilda seized the opening, quickly thrusting her massive cock between the Pony’s thighs, forcing them open even as her leg was let go, claw returning to hold her waist.

“T-tsch...” The Pegasus shakily scoffed as she blinked a few times, regaining some control of herself, inasmuch as she could in her position, and practically sneered back up at the Gryphon holding her and spat back through the fear and lust that so clearly suffused her, “You r-really think you’re gonna.. do anything with that s-stupid thing..?”

“What, you scared I’m gonna actually break you, Dashie?” Gilda taunted her, pushing her cock up to press against Dash’s pussy, making it oh-so-clear just how huge the former was in comparison. “You really gonna try and back down from this?”

Dash grunted as she felt the massive thing press into her, immense heat flowing into her sensitive vulva and inner thighs, and she grit her teeth as her face flushed brighter, the shame clear in her face. “I’m...” She tried, but trailed off as she puffed her cheeks in full embarrassment, not wanting to assent to that teasing, but she went and forced out, her voice strained, “You’re gonna actually f-fucking break something if you... do that, Gil.”

The Gryphon actually paused at that in consideration; sure, she had made sure back in Speedsters Camp to give this bitch’s snatch the thrashing of a lifetime, obliterating any semblance of a virginity she had at the time and loosening up her from the inside out. But even then, there was no way she was that loose to take Gilda’s monster of a cock, especially after the years apart and with Dash becoming a prude...

But, as she thought, the other creature still left on the sidelines perked up a bit. Apple Bloom had been feverously rubbing herself under her pants and groping herself through her shirt at the sight of all that mass and muscle smashing Rainbow Dash into a wall and handling her like a tiny pet, and she was gasping and groaning as it all went on... but when it stopped, her mind came out from under her lust. “H-hol’ up...” She sputtered weakly, her voice having been wared down under her rubbing, but she pulled her hands out from under her pants and shirt and trotted unsteadily back for the table at the center of the room, and the box on top of it, a potion still contained within it.

The sudden comment and stumbling from the previously silent mare did end up catching the Gryphon and Pony’s attention, snapping them out of their ‘imminent fucking’ mental states and into confusion, though slightly disoriented from said snapping out. They could see as Bloom practically fell over the edge of the table as she quickly reached for the box and the vial inside, then held it out as she stabilized herself on the table, breathing heavily from her previous masturbation.

“Oh, right, you had another one in there,” Gilda muttered, mostly to herself as she recalled that thing as well, “The fuck are you pulling that out now for?”

“Ya said...” Bloom tried to reply, but her heavy breaths interrupted her, so she took a few more deep breaths before trying again, “Ya said you were gonna break something if ya try to put that.. t-thing...” She shuddered as her eyes locked onto the massive cock trapped between the other two creatures’ legs, “...But, uh, I knew that’d be... a-an issue, so...” She trailed off, managing to push herself off the table and towards those other creatures.

Rainbow Dash scoffed in minor annoyance as she approached, retorting through her lingering lust and fear, “S-so fuckin’ what? How the fuck is a p-potion gonna stop me from getting.. ripped in half?!”

A snicker came from the Gryphon as the obvious fear in those words, but as the other Pony arrived near them, she held the potion up to Dash and explained, “This is supposed ta.. make your body more flexible.. k-kinda like rubber, ya know?”

The Pegasus gave a deadpan glare back at replied incredulously, “‘Supposed to’?”

“Remember she gave me a potion too, Dash,” Gilda shot back, that powerful grin returning to her beak, “One that was ‘supposed to’ make me bigger, and look how that turned out.”

Dash did indeed look, at first quickly turning back to glare at the Gryphon, but her eyes then fell down into the huge boobs that spilled out from her chest between the two of them, and she could see and feel the muscles of Gilda’s arms still grabbing ahold of her like a toy, and she gulped at the sensations that flowed through her just from that...

Snapping her attention back up after a few seconds, Dash turned away from the smug Gryphon to the Earth Pony and spat out, “Fine!” Taking her hands off of Gilda’s wrists and reaching for the potion, she took ahold of it and popped it open, then quickly tossed back all the fluid into her throat... but then quickly gagged on it’s no doubt foul taste, coughing up some of it out through her closed lips. Still, with her dignity on the line as that smug beak stared down at her, she forced herself to swallow it down in multiple slow gulps, and only then was she able to open her mouth and heave out heavy, disgusted breaths.

“Ugh.. what the fuck..!” The mare then spat out with annoyance, then letting her tongue hang out as she tried to let the taste air out.

Gilda chuckled at the sight, remembering the taste of her own potion, and asked her, “Thought you woulda known about this already, Dashie. You are friends with lil’ Bloom, right?”

Slowly swallowing her disgust, Dash then scoffed and replied with a bit of offense, “Yeah. Just didn’t... guh, expect it to be.. this bad!” Looking back over at the Earth Pony, she remembered the vial and cork still in her hand and tossed them over, giving her a bit of a glare and grunting out, “Could of warned me about that, ya know!”

Bloom just stuck her tongue out back at her as she headed back over to the table so that she could continue to watch everything happen, with Gilda not wasting any more time before saying, “Well, let’s see just how well this one’s gonna work!” Gripping Dash’s waist a bit tighter, making the mare instinctively brace herself, she quickly pulled her cock out between Dash’s thighs just past the pointed tip, then lowered the Pony down so that her pussy was placed right before that tip, and then shoved her cock into her.

A sudden gasp erupted from Rainbow Dash’s mouth, her head falling backwards and her eyes rolling up for a second as the sharp intrusion into her snatch, stretching her out from the inside... but only just a little, for that massive cock had hardly gotten past the tip yet. Gilda felt her shudder in her grasp, and the grin on her beak grew as she kept pushing her cock forward, and could start to feel the resistance of the little Pony’s innards waning, her cock slowly going in deeper without any more force behind her pushing.

“Nngguuuuuuuhh...” Dash groaned out as she felt the thing fill up more and more of her body, with her previous arousal thankfully making her pussy wet enough that all the girth pushed in with relative ease, but her vagina could still be felt getting more and more stretched out across that cock, and yet... it didn’t feel as tight as it should have. That potion was definitely doing something, Gilda could tell, and it seemed to even be working on the rest of the Pegasus’s body, as her claws slowly sunk deeper into the cyan waist in her grasp, the flesh underneath becoming more giving and pliable with each passing second.

Further and further the Gryphon’s cock was shoved into Dash’s vagina, reaching deeper into her body and stretching it outwards even more, a bulge clearly forming in her belly from the sheer girth of Gilda’s tool, and she was hardly even a quarter of the way in! That bulge only grew as Gilda kept pushing, letting more and more of her mammoth rod slide into that wet entrance, stretching it to a point that looked legitimately painful, but from how Dash’s eyes were unfocused, her tongue starting to hang out of her open mouth, and her wings stretched out wide as can be, it seemed she was bathing in anything other than pain.

However, the lack of any real resistance was making it a tad boring for the Gryphon, so despite the tight, wet heat wrapped around part of her cock, making her growl lightly with lust, she started to push her cock in harder into the Pony, the slow pace it was getting slurped up getting faster and starting to make some sound. It was a very wet shlllll... that accompanied the low grunts and growls that fled from her throat, as well as the guttural, almost mindless grunts that came from Dash, and even the quiet shlicks and mmfs that pricked at the back of her hearing, no doubt from the other Pony left alone in the room...

Looking over while continued to push on, Gilda could indeed see Apple Bloom at the table, one of each of her hands plunged underneath her pants and shirt respectively, the former plunging in and out of her pussy swiftly while the other was wrapped around both of her breasts, pressing into them with her arm and gripping her fingers into the one she could reach. She didn’t seem to notice the Gryphon’s gaze as she heaved out hot breaths, her entire body seeming slightly damp with sweat as she vigorously went at herself, and her eyes were so locked up that massive cock and its massive owner that there was clearly only one thought behind them: ‘Oh sweet fuck that thing is huge and I need to see it fill out Rainbow Dash like a fleshlight!’

The sentiment was certainly shared between the Gryphon herself, and she looked back down at Dash’s belly to see it dominated by a massive, thick bulge in the pointed shape of her shaft, and wider than the mare’s thigh and nearly as long protruding out of her abdomen at a somewhat parallel angle and going up almost to her breasts. Looking down, Gilda could see that more than half of her cock was inside by that point, and a low moan spilled out of her beak as she felt that half getting gripped by Dash’s tight, wet, and hot innards.

Gritting her teeth, Gilda only pushed on harder, but she could see an issue coming up soon; her knot. While the length of her cock continued to slide in with only some resistance garnered by the gratuitous width of the thing, the thick, gigantic knot would not be so easy, with its circumference nearly twice that of the rest of her tool. The veritable wall of meat kept inching closer and closer while the bulge from her cock’s length pushed out further and further, becoming absurd to look at, and even stranger to feel, with the way it was wrapped around the tool feeling like more of a condom than an actual body.

But finally, Gilda’s knot smacked into Dash’s pussy, and some light pushing further made it all the clearer how much more difficult that thing was going to be to get in. The fat knot of meat had to push the Pony’s legs away a little to even get to touch the entrance between them, and while that entrance already looked stretched way past when it should’ve snapped in two, the knot still really only pressed into the mare’s butt cheeks, with didn’t even look like a chance of fitting.

However, the huge-size, huge-muscled, and even huger-cocked Gryphon wasn’t going to let herself come all that way just to stop there—no, she was going to make that thing fit, no matter how much of her little sex friend had to get turned into a sex toy to make it happen!

With a deep breath, Gilda shifted her paws on the floor to stand more firmly in place, and she adjusted her grip on the rainbow-maned fleshlight within it, and then... she went wild.

It begun with a swift yank upward on the Pegasus, a sharp noise of her innards shliiping off the Gryphon’s massive cock, and a quick jerk of said Pegasus’s body as she felt the sudden gaping hole within her—but it was only a mere moment before that hole was filled back up, a wet shliik as it was, ending with an even wetter shlap! as the knot smacked into her crotch, the feelings of it all sending another quick shock through the Pony, helping to jolt her out of her mindless reverie... but only to fall into an overwhelmed maelstrom of pleasure.

That first pair of motions was only the start, and swiftly became a passionate rhythm of harsh pounding in and out of Rainbow Dash’s pussy—or rather, her entire body. How it must’ve felt to have her body punched through by a piston of meat and her pussy and womb stretched out and wrap around that piston, only for it to pull straight back out and leave her innards utterly empty but for the slick precum juices that came from her pussy and the pounding dick, begging for more and immediately filled far past the breaking point, yet not breaking... Well, she didn’t have any words for it; not externally, not with how gasps, moans, and even short chokes robbed her throat of anything that could come out, but she couldn’t even process it all mentally, with each shock of being overstuffed and then filled with a void and then being overstuffed again wearing on her already shaken brain, to the point her senses were getting muddled by the everything that was happening to her.

Gilda’s mind, too, was falling into a fervor, with the feeling of that little sex toy warping around the sheer size of her cock, bending to her mere presence, and filling her with a sense of true power and domination. However, that was but a fraction of the strength she felt, as even more came from the massive muscles of her new form as they started to strain under their feverish motions, hauling a mare, puny as she was, back and forth with such speed and force that her body offer barely a modicum of resistance to the intense rutting it was under.

Apart from the pure strength of her humongous, swollen body, the Gryphon felt so pleasured by the heat that wrapped around her cock, as well as the heat that came from her burning muscles, and she begun to lose herself under the continued pistoning of her hips. She couldn’t focus on anything but the intrusive sense of molding another creature’s body to the form of her dick, or the unbelievable strength her body held to move said creature with so little effort, or even the nearly painful feeling of her massive, swollen balls wobbling back and forth between her legs.

Gilda had been more focused on her cock and pseudo-condom until then, but now feeling the weight of her balls and the tension forming within her crotch, she was filled with even more strength and pleasure. Each of those fat nuts was bigger than her head and absolutely packed with seed, making them feel firm despite their sheer volume and hot as they brushed against the inside of her legs. The tension forming just above, the depths of her crotch, was a ways from climax at the moment, but that only meant the little toy in her grasp would have to go though so much more pounding before she got filled up like a balloon.

As for the pounding itself, Dash’s pliable body was only getting moreso with each harsh shlap of Gilda’s knot into her pussy, practically tenderizing the meat into submission where each strike allowed the knot to push the entrance a tiny bit further back, though not getting it any more open just yet. However, there was bound to be a limit on that, as the further Dash’s entrance was pushed down, the more it was pulled up and out by the flesh around it, and while the knot may not have been making any headway into that entrance, the way it slow beat the thing up and forced it into a corner until it simply had no other option but to—

Shlrrp!

Plapp!

“Ghhn—!”

“RRRNAAAHH!”

—Let that beast in, a wet sound coming as it was stuffed inside and harsh SHLAPP as both creatures’ hips smacked into each other, and topped off by a choked groan from Dash, who fell limp with her body filled more than should’ve ever been possible, and a roar from Gilda as the sudden satisfaction of filling her toy with all of herself overcame her.

Taking a moment to just breath in the quiet that came after, the Gryphon could see just how stupidly stretched out Dash’s belly had gotten, the protrusion easily going past the mare’s breasts and clearly molded around the pointed tip and immense girth of the cock shoved balls-deep into her. The taught warmth and wetness now encompassed all of that length, but with much more of a body at the base to contain the thing, Gilda could feel her knot wrapped around by even more heat and tightness, to a degree that it practically felt like it was searing into her.

But even then, she was able to regain enough mental faculties to hear some other noise coming from someone else in the room, making her slowly turn her head over to see Apple Bloom still on the sidelines, still sitting at the table and content to watch as she rammed her fingers into her own pussy underneath her pants and squished her boobs under her shirt. The specific noises coming from her and the specific way she now looked made it clear that she couldn’t care less about anything else at the moment—not with how much she was jizzing her pants.

Gilda kept herself still for a little while longer, just watching as her other sex toy sputtered out ineffectual groans and moans while her eyes flittered up sporadically, the pleasure melting her mind as the crotch of her jeans darkened with jizz, some of it spilling down her legs so far to even drip onto the floor below. It was cute, in a sense, but the obvious bliss she was in that could only come from watching the way the Gryphon manhandled another creature, treating her like a cheap toy that would be utterly wrecked in less than half and hour... that only the Gryphon feel stronger. She was using another creature like a floppy fleshlight, and she was going to break her in so bad nothing could ever compare; she was a massive beast of muscle and pleasure, with a cock so fucking fat it’d straight up rip a mare in two, and balls filled with enough spunk to fill a hot tub and splatter across every single jizz-brained mare that wanted a piece of her; and she was suffusing a room with a sweltering musk that’d make any normal Pony pass out in seconds, and she had enough strength to smash the entire room to pieces, and still be ready to fuck several more buildings into the ground.

Turning back to the one little Pony in her grasp, Gilda let out a deep growl as she let her talons sink into the mare’s flesh, getting an utterly firm grip on her before she begun her rampage; one that begun with a sharp, harsh yank back of her hips, one strong enough to let her knot SHLOP out of the Pony’s pussy and have some of the juices previous stuck beyond that knot spill out onto Gilda’s crotch and balls, and even dripping down onto the floor. But, as with her previous rutting, she wasted no time before ramming herself back into that pussy, this time giving her cock an incredibly forceful shove so that her knot would get stuffed right back in with no opportunity to get blocked back out.

All too quickly, the Gryphon found herself back in that rhythm of rutting, of absolutely slamming her fleshlight down onto her cock and watching it’s belly get distended with pitiful resistance, but now it went even further out with the added length from her knot. The force needed to shove that fat knot in each time required more than just yanking the Pony back and forth this time, and so Gilda thrust her hips in turn with those yanks, pulling Rainbow Dash down as she slammed her hips up into her, stuffing her cock as deep as it could go and landing with a loud SLAPP as their crotches connected.

However, the added motion from the hung beast’s hips pulled her balls around as well, the massive, weighty things unable to keep with the rapid thrusts back and forth of their owner, practically just jiggling back and forth and they were pulled each way, their momentum unable to go back before they were swiftly yanked the other direction. The same couldn’t quite be said for the massive Gryphon’s breasts, as her upper half wasn’t moving nearly as much, so each thrust that shifted her body up and down a bit in turn really just sent some ripples through her mostly stationary boobs.

But what was the same between those two pairs of massive orbs was the sweat they were getting lathered in. The intensity of Gilda’s motions strained her form enough to sweat, the salty fluid forming around her face and trailing down her neck and chest to pool into her prodigious cleavage, and the sweat that formed around her balls continued to drip down them and spray off with their hasty jittering motions. The rest of her body wasn’t spared from the sweat either, as light speckles of it formed across her bulging arms, beefy legs, and bodacious butt cheeks, seeping into her fur and making it shimmer as she continued to abuse her fucktoy with abandon.

The Gryphon could feel the speed and force of her thrusts and how they rammed her dick into that tight entrance, her knot getting squeezed in and popped right back out, with the entrance getting weaker and less able to putting up less of a fight as time went on, the knot slowly able to move more smoothly in and out. The way she kept pounding and pounding at Dash’s little pussy kept beating the thing down from what was initially an impassable blockade into what was becoming little more than a speed bump, hardly making a dent in the massive freight train that was Gilda’s pistoning cock.

But with all the heat that came from that pistoning, with the ramming of her cock into that wet, hot condom and the sweltering of her straining muscles, Gilda felt more heat rising deep within her crotch, as an itch of sorts that was barely being scratched by the tunnel sliding back and forth around her length. No, that itch was only getting more incessant as she went, making her push harder, thrust faster, rut even more feverishly, with her muscles straining yet harder and her balls even less able to keep up as she went.

“Ggghhrrrr...!” A low, powerful growl came from the Gryphon’s throat, her teeth grit back as her eyes were blown wide, unable to see beyond the repeated distending and deflating of the immense bulge in Dash’s belly, and her her arms and hips a blur as they were thrown back and forth at speeds that should have been impossible given all her mass. However, all the muscle that made her up wasn’t going to stop, even as it all began to burn under her exertion and filling it’s owner with yet more ferocity that made her fuck even harder.

“Gghrrrrhrrr.!!” She growled even louder, rumbling lightly through her already nearly convulsing form, and hot, heavy breaths exhaled from her nostrils nearly producing steam. She could feel that heat deep within her only growing in intensity, itching even harder and continuing to drive her forward in order to eventually quell it—something that could only happen at the end of this rutting, turning the little Pegasus into nothing more than a spent condom, limp in body and overflowing with cum.

“GGHRRRRAARRR!!” Gilda was nearly roaring now as the intensity of her thrusts was burning into her, muscles searing with heat, balls sore from swinging around so much, boobs aching from all the ripples sent through them, and cock utterly throbbing with a need that was making itself so utterly clear, even to anyone else that would in the room. Her musk was drenching the room now, practically condensing into liquid on the cooler glass of the window, and pre-cum was spilling out of the fucktoy’s pussy, all the movement unable to keep it in.

“GRAAAARRHRRR!!” She truly roared now, her body a sex machine that plowed into Rainbow Dash’s body with relentless speed and force, the harsh, wet noises coming from the contact now an indistinct mess of squelches, shlapps, and smacks. All the force of her thrusts was now making itself known onto the building itself as well, the mass of the creature shuddering back and forth with each thrust shaking the entire treehouse, though any extent of the damage would have to wait for the rutting to be finished...

“GRRRAAAAAAAAAAHHH!” Gilda finally boomed with pleasure as that heat, that itch within her finally apexed, and she came. With her final thrust, she locked her knot back into the toy within her grasp, the sum that swiftly shot up from her balls and surged through her cock getting trapped within the massive bulge the cock made because of that knot, and making that bulge swell outwards from the sheer volume of fluid that went in.

No doubt Dash had passed out from all the shaking of her form and stuffing into her pussy by that point, but her body still served well with the potion-made enhancements to serve as a condom that inflated from all the warm, creamy spunk that got shot in, surrounding Gilda’s cock as her previously very oblong bulge slowly became more spherical. It did only begin with the cum blasting out from her tip, stretching the bulge yet farther, but quickly splattered down and pooled around the base of her bulge, swelling outward from Dash’s waist to turn the mare’s entire belly into a huge balloon.

More and more and more cum shot out through the Gryphon’s mighty cannon, and the feeling of pleasure that suddenly arrived after all the anticipation overwhelmed her; shudders ran through her massive body as she held up the growing weight of her inflating sex toy, and her eyes filled with stars and her ears rang as she kept roaring out into the air, unable to contain all the sensations within herself. The heat that filled her muscles only made those feelings stronger to her, as without any movement to distract her, she was left to endure the flaring of that heat and it suffusing her body even more, making her feel so hot that she had to let some of pleasure out through her mouth lest she explode.

Dash’s belly only kept getting bigger, with more spunk slowly making the whole thing flatten out under its sheer weight, bar the remaining protrusion of the cock that kept spewing cum like a fire hose. It was so warm as the thing flomped outward and pressed into Gilda’s arms, reminding her further of the sheer volume that came out of her own balls and made her even more overwhelmed with what was happening.

Those balls, dripping with sweat after all of their harsh motions, were clenched as they kept forcing cum out of themselves, their volume shrinking slightly with each new rope that spilled into Dash’s insides, but they still had so much to go. More and more and more came, a seemingly endless flow of thick, warm, and fat ropes of spunk filling that belly more and more, with the fountainhead that kept spewing it all only getting less and less pronounced with each blast, until, slowly, it eventually faded into the massive, gargantuan bloated balloon of cum that still kept growing.

With all the sound erupting from Gilda’s throat, it was only a matter of time before it grated enough to make her sore, cutting off her roaring with loud coughs, with the side effect of cutting off any way for the pleasure to escape her body, making her even more overwhelmed with it. She clenched her eyes shut as her claws clutched tight onto the mare in their grasp, holding on for dear life as her shuddering form only shook harder under the growing weight of that mare’s belly, dearly wishing for the onslaught of pleasure to end.

Thankfully, that end was finally starting to come as the orgasm exploding out from the Gryphon’s crotch finally began to die down, all of the heat flooding her cooling down, and the eruptions of cum growing weaker and lesser in volume. She finally could get some grasp of her voice and stopped heaving out coughs, instead just heaving out heavy breaths as her climax slowly faded, her eyes opening back up, but still only seeing the world blurred as her mind tried to shake off all the sensations that overcame her.

Eventually though, Gilda could start to see the massive blue belly in her grasp, ballooned out past even her cock’s bulge and bloated out enough to push heavily into her arms, with enough weight to make her exhausted form strain under it. She could also feel cock still spurting our ropes of cum, but they were far less plentiful or voluminous now, and they only continued to get weaker.

The Gryphon panted under the exhaustion as everything died down, her balls sore and muscles sorer, and her adrenaline finally running out as well, all that exhaustion catching up to her and making her feel drained in more ways than one. Keeping her hold of the cumflated maretoy in her claws, she slowly leaned backwards to then let her ass fall down onto the floor below—but with little regard for her weight.

THWOOOOMP!

The entire treehouse shook from those couple feet of a drop, and while the Gryphon’s huge firm butt kept her from feeling any pain from it, the massive belly of the Pony in her grasp was sent rolling with mighty ripples from it, the entire thing wobbling before her as her claws fell down onto the floor as well. Only then could she release the Pony—Rainbow Dash—from her tight grip, and pull her arms away and place them onto Dash’s massive belly to rest.

Finally, as her cock stopped spurting any more spunk into the endless sea of cyan that lay before her, Gilda could feel all the exertion having wore on her body, her breathing slow and laboured as it heaved her chest up and down, huge breasts still carried along, but no longer able to sway from their weight, as much of them pressed into the balloon before her. She felt so very tired from exerting more than her normal body possibly could’ve, but she felt satisfied after showing that annoying little Dash her place and turning her into a massive, soft, warm pillow...

That belly was very soft and warm, now that the Gryphon felt it, and she then leaned into it, letting her exhaustion take over her as she left any mess her thrashing caused for later, closing her eyes and falling asleep into the massive inflated belly of her own making.

...Unfortunately, that did forget the other creature still in the building with them, who was panting herself from all her own exertion.

Apple Bloom had her side leaned against the table, hardly able to keep herself upright through the faint shudders that wracked her body, having came more than she could’ve thought simple masturbation ever would’ve allowed for, and it had left her vagina and boobs feeling both tender and sore... All of that jizzing had ruined her jeans as well, splattering the insides with enough clear fluid to render most of the area around her crotch and even some of her legs warm and slimy, the clothes themselves having turned dark from the wetness.

With all she was watching though, she couldn’t have stopped herself; the violent way Gilda handled Rainbow Dash, treating her like a sex toy filling her way more than should ever be possible with cum... all the wet, lewd noises that came from their smacking together... and the potent musk that nearly suffocated her unprepared senses...

But now, it was all over, and she could finally regain some ability to think for herself—but the only thing she could think of with that massive balloon filling up the room and all the roars and booms that had happened was, “How the heck could Ah explain this...?”