A plan backfired

by callyoops2

Rating: mature
Tags: Twilight Sparkle, Applejack, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Sex
Length: 4439

Applejack and Rainbow Dash are tasked with prepping Twilight for another pony. Only question is if they can avoid her magic. Shameless fetish smut involving inflation, lactation, and clop.

Applejack and Rainbow Dash are tasked with prepping Twilight for another pony. It might just work if they can avoid the unicorn's powerful magic.

Shameless fetish smut involving inflation, lactation, and clop.

Published 2013-04-19 06:20:01 UTC
Last updated 2013-04-19 06:20:01 UTC

Chapter 1

Twilight yawned deeply over an open book. She had been roused from her studies by the candle flickering next to her, announcing It’s final moments of illumination. The unicorn looked through her window at the moon and gave an educated guess that morning was but four short hours away.

“I guess I should hit the hay. I’ve been up too late as it is.”

The purple mare dropped her bookmark on the current page and gently closed the tome she'd been reading from and hopped into bed. She didn’t even bother sliding under the sheets before closing her eyes and letting sleep overcome her.

~

“Hurry it up Rainbow, we need lotsa space fer this ya know.” Applejack whispered sharply.

“You’re the earth pony, moving these would be easy for you.” Rainbow hissed back. “You know how heavy these tables are?”

“Would ya rather carry the canisters?” The cowpony asked.

Rainbow shook her head frantically. “No thanks, I’m good with moving the tables.”

Applejack carefully and quietly pulled the cart into the corner of the library's main room. Glancing around at the space made by Rainbow's rearranging of furniture, she was satisfied they had made enough room for what they needed.

“Ok Rainbow, help me move her in here.” Applejack whispered.

“How? Just pick her up?”

“No, jus pick the whole mattress up. She’s a heavy sleeper, she don’t get up early when she stays up all night.” Applejack said.

Rainbow scratched her head. “How do you know how late she’s been up?”

Applejack motioned to the candle melted to the very bottom.

“Oh. Good enough for me. She’s sure going to have a weird wake up call, that’s for sure.” Rainbow cackled

“Jus make sure she can’t get her horn pointed at ya or she’s gonna make ya regret it!”

~

Something felt strange to Twilight. Her honeymoon with her husband had been so romantic and relaxing. Now all of a sudden, the hotel staff had begun forcing food down her throat at dinner. Sure she liked fruit salad as much as the next pony, but she was feeling way beyond full at this point.

“Weird, this fruit salad actually tastes like rubber...”

Her mind snapped to consciousness in a moments realization, she wasn’t on a honeymoon at all, she was in her library. It had all been a dream... Except her expanding body! There was a grey hose in her mouth pushing air down her throat! She tried spitting the hose out but realized there was something on the end in her mouth that had swollen keeping her from spitting it out. She put her hooves down to try and get up and find out just what the heck was going on!

Her hooves barely touched the floor as they stretched around her expanding body. Looking down at swelling belly, she looked like she had been stuffed like a beanbag! Her belly had a real sense of give though, soft and malleable to the touch like a balloon with lot's of room to expand.

“Aw shoot! She’s awake Rainbow! Help me hold her until she’s too big to move!”

“Applejack!” Twilight thought to herself. “Just what is she and Rainbow up to?”

She felt four hooves grasp her inflated flank sinking deep into her soft skin.

“Mmmmmmmhhh!” Twilight gasped into the hose which ceaselessly inflated her further.

“Applejack, is she ok? That sounded like it hurt!”

“Are you kiddin Rainbow? That sounded like she enjoyed it plenty!

Applejack was spot on. Twilight couldn’t believe how good it felt to have her friends push and prod her. The increased surface area of her skin must’ve made it more sensitive to touch. She decided it might be worth experimenting and writing about later when she wasn’t being blimped by her friends against her will. She scrambled to try and crane her neck enough to fire a spell at either of the ponies grabbing her to capture them. Unfortunately they seemed to know not to expose themselves. They hid behind her bloating flank so she couldn’t get off a shot at them.

“See Rainbow? If she can’t see you, she can’t cast her magic on you! Just stay hidden until she’s full!”

Feeling her hooves starting to lift off the ground due to her billowing body made Twilight wonder just what Applejack considered "full". another sudden push on her flank made her moan as a wave of pleasure rushed through her. She felt something wet drip down her belly adding to the pleasure. Her face flushed red though when she realized that the liquid was coming from her marehood.

“Please don’t notice, please don’t notice, please don’t notice!” Twilight thought to herself.

“Woah! Hey Applejack! Look here, I think she’s really enjoying this!”

Twilight moaned as she felt a hoof touch near her delicate lower lips. Shame buried itself in the back of her mind as she desperately yearned now for Rainbow to finish the job.

“Well whattya know! Pinkie was right! It must really feel good if she’s leakin like that!” Another spark of pleasure overloaded Twilight’s cognitive thoughts as Applejack rubbed her hoof alongside Twilight’s bloating flank and body.

“Mmmmmmmhhhhhhh!”

“Yup, she’s enjoying it alright! Hey AJ, I got an idea...”

Twilight’s heart sank when she felt the firm hooves leave her flank. She knew she was trapped now with no way of stopping them. Question now was, what were they going to do with her now? She heard the sound of scraping metal on her wooden floor coming from behind her. She silently swore that if even a single scratch remained on the floor, she’d make Rainbow refinish the whole library.

“Just what have ya got in mi- ohhh i get it now. Shoot, I don’t think she’s gonna like that Rainbow.”

Twilight could do little else but wonder what Applejack was refferring to.

“Relax AJ, she seems to enjoy it so much, why not give her a little more?”

Twilight gasped as best she could with a hose in her mouth. She felt a cold piece of rubber touch her marehood driving her further toward the precipice.

“Oh i get ya now.”

Rainbow handed the hose to Applejack. “Here, you take over then.”

Twilight gasped again as she felt what she guessed was Rainbow’s tongue lick her marehood.

“Ugh, not that I have anything against y’all liking mares and all, but that just seems a bit... Much.” Applejack said

“Yup, definitely Rainbow’s tongue.”

“Just take care of the hose, ok Applejack? She might as well get something out of this.”

“Iffn ya say so...”

Twilight moaned again in pleasure as Applejack pushed the hose into Twilight's wet slit. Her vaginal walls contracted around the intruding pipe as inch after inch slid into her until it stopped.

“Ok Rainbow, kick it on!”

The squeak of a valve accompanied a familiar feeling of pressure, only this time coming from Twilight’s marehood.

Her body practically exploded outwards as her hooves started puffing up with air as well. A quick poke with one of her friend’s hooves proved her hypothesis right. The bigger she gets, the more sensitive she gets. The floor moved further and further away as her belly and womb now expanded beyond any rational sense of size.

“Get the other one too Rainbow.”

“Darnit Applejack, I just want to enjoy this! Besides, how big did Pinkie want her anyway?”

“Pinkie pie...” Twilight growled to herself.

“You heard her! Until she floats like a balloon. Now bring that tank here!”

Scraping metal again cut through the air. Twilight now was starting to get a little afraid of how much helium it would take before she became airborne... if she could hold enough to become airborne.

Suddenly an uncomfortable pressure came from her plothole. She felt another hose, this time being pushed into her rump. She clenched her teeth at the intrusive tubing.

“Ok, last one!”

Another squeaky valve announced what Twilight feared.

A cramp built up in her lower body as air rushed into her bowels adding to the building pressure inside her. Her entire body felt full and pressurized beyond anything she could imagine, but the helium canisters and her friends insisted she get bigger.

“Mmmmmmmmmmh!”

Without warning, Rainbows tongue went to work on Twilight’s lips. She stroked and licked around her clit teasing the soft flesh on display. Rainbow wasn’t the only one adding to her pleasure though. She felt the rubber hose being worked back and forth in her vagina. The rhythmic pumping of the hose and Rainbows sloppy, but effective tongue work pushed Twilight right to the edge.

Twilight screamed into the hose as she felt Rainbow’s hoof slap her inflated flank, it made an echoing sound much like a balloon. That’s all she felt like now, a giant balloon, her only goal to get bigger and bigger until her friends satisfied her need.

“She’s almost there Rainbow, git rough with her.”

“Mmmmmmh! Mmmmmh!”

Twilight tried to scream as Rainbow pounded her body with her hoof. The thrusting of the hose in her snatch increased. Rainbow wrapped her tongue roughly around her clit and gave it a twist causing Twilight to fall into the throes of a mighty climax. Hissing filled the air as the hose in her anus and her vagina shot out along with a generous amount of fluid with each spasm from her marehood.

“Sweet Celestia! Twilight’s a squirter! Who woulda guessed?” Applejack announced.

Rainbow’s tongue went to work collecting every drop of nectar she could from the purple and bloated mare's dripping lips.

“Woah nelly, we got lift off!”

Twilight, coming down from the orgasm, realized that the ground was moving further and further away from her. All she could see now was the ceiling of the library and the purple expansiveness that her body had become.

“Wait, that’s it!”

She couldn’t cast spells on her friends, but she could cast spells on herself! Focusing as best as she could through her pleasurable fog, she charged a teleportation spell.

“Watch out Applejack, she’s doing some sort of spell!” Rainbow warned.

In a flash she teleported to the same place, only backwards and without the hose in her mouth! Below her with pinpoints for pupils stood Rainbow and Applejack. Beside them, three canisters of helium colored just like the ones at Sugarcube Corner.

“Run!” They both screamed.

“Oh no you don’t!” Twilight screamed, her voice high pitched and not very threatening. Magical auras engulfed the earth and pegasus ponies as they floated up to her massive form helplessly.

Twilight cast another spell fixing her high pitched voice from the helium. It was hard to sound threatening when you sound like a mouse.

“Ok you two, I’m guessing Pinkie put you up to this.”

They both nodded excitedly.

”So I guess it wouldn’t really be right to punish you since you were just doing what you were told.”

They frantically shook their heads.

“Too bad! Let’s see how you like it!”

She decided to work on Applejack first, once AJ was big enough, she could bring her full magical wrath to bear against the pegasus pony.

She levitated the earth pony close to her face. Looking at Applejack’s fit and athletic body her eyes drifted lower...

“Oh AJ, it looks like you were enjoying yourself for a pony who doesn’t like mares.” Twilight said noting the moistness of the orange pony’s crotch.

“That small belly of yours though… we have to do something about that.”

Twilight used her magic to bring the earth pony’s mouth to her own.

“I’m going to change that right now.”

Twilight locked lips with Applejack and burped starting the flow of helium from her bloated body. Applejacks cheeks puffed outward from the sudden influx of gas. Her eyes closed as the air rushed into her mouth and down her gullet starting her own belly bloating. Twilight felt herself sinking to the ground as Applejack’s body ballooned. The earth pony's flank billowed outwards inch by inch as more and more air pushed down her throat. Twilight felt herself getting wet again as she took great pleasure in giving just what she was given. She felt a wave of relief wash over her as her swollen belly finally touched the ground as each gulp of gas she was forced to swallow transferred to her helpless victim who now was larger than a weather balloon.

Twilight’s hooves finally reached the ground as Applejack bloated ever larger. Finally the last bit of helium in Twilight’s belly forced its way out into Applejack’s expanding form. Twilight let Applejack go and stared with a smile as the earth pony floated lazily toward the ceiling. She giggled as applejack bumped into the ceiling with a dull thud.

Focusing her attention back on herself, Twilight realized her belly still had a considerable amount of air inside it. She couldn’t figure out why it didn’t come out until she remembered the hose that pumped her marehood with air. Using her hoof, she reached around her belly and touched her marehood.

“Hah! Ahh... I know... Hah... How to get this... Mmmmmmm... Out.”

Twilight rubbed her marehood and pushed her abdominal muscles as hard as she could. An obscene noise emanated from her lower lips as the air forced itself out of her. She placed a spare hoof on her belly feeling it shrink beneath her touch. She hesitated as a feeling of emptiness crossed her mind. She stopped pushing and took her hoof away from her marehood stopping the flow of helium. Her belly looked like she was ready to give birth to twins any moment now. She gave it a slow prod and was rewarded with that same pleasure from before. Sadly, she knew she couldn’t finish herself off, otherwise, she might lose her other victim should her magic fail in the face of extreme pleasure of an orgasm.

“Ok, your turn Rainbow ...”

“H, hey, cmon now twi, it’s not like you weren’t enjoying it or anything right?” the Pegasus pleaded.

Twilight nodded slowly while rubbing her soft inflated belly with her hoof.

“It did feel rather good.”

“Yeah! See? And it’s not like I was taking pleasure in blowing you up, it was just Pinkie’s orders, ya know?”

“I see your point. Maybe i was a little too quick to punish you two. I mean it wasn’t really your fault, right?”

Rainbow shook her head and Applejack attempted to do so, instead, she just wobbled slightly.

“And since you two DID give me an incredible mindblowing orgasm, I think it’s only fair I repay you.”

Rainbow shook her head. “No no, no need to thank us, just doing the right thing. Now if you’ll just let us go we'll go tell Pinkie we couldn’t get you like she wanted.”

“Oh no, I can’t let you leave! I haven’t properly thanked you. Twilight said letting a mischievous grin cross her face.

“Uhhh what exactly did you have in mind?” Rainbow asked hesitantly.

Twilight’s horn glowed momentarily before shooting out a blast of magic at Rainbows crotch.

“Woah! Ungh! W, what was that?” The pegasus asked.

“Oh, just a special something for you.”

The pegasus grasped her lower body with a gasp.

“Twi… Twilight, there’s So much pressure!”

Twilight watched as the two nipples on Rainbow’s lower body perked up instantly. The pegasus looked down at herself in morbid fascination as the small bumps her nipples rested on swelled outward. They quickly grew to the size of waterballoons as they audibly sloshed with milk filling the swelling sacks.

“Twilight, how, how big are they going to get?” Rainbow moaned out.

“That’s the wrong question Rainbow, the real question you should be wondering is how big are YOU going to get.” Twilght corrected. The crotchtits between the athletic pony’s legs swelled exponentially past the size of party balloons. Twilight fired another spell grabbing both of Rainbow’s swelling nipples. The pert nipples in Twilight’s magical grasp bent toward the pegasus' mouth. Rainbow knew what twilight was aiming to do next. Oddly enough she didn’t make much of an effort to fight it. Her mouth opened on its own and took the swelling nipples into her eager mouth. Without hesitation, she suckled on them both enjoying the stream of milk flowing down her throat.

Twilight smiled at Rainbow's lustful suckling.

“Drink up Rainbow, milk is good for you ya know?”

The pegasus was dead to the world at that moment. She was just coherent enough to realize that it was uncharacteristically odd how that the milk pouring inside her was the most important thing in the world.

Realizing that Rainbow was no longer concerning herself with escape, Twilight lowered the pegasus to the ground gently not wanting to jar her. Oddly, Twilight felt her arousal spike again as Rainbow tried jamming the swelling and sloshing milkbags into her mouth as far as she could. Reaching around her still swollen womb, Twilight started rubbing her marehood again.

“Mmmmmm... I can’t say this has.... Mmmm, been a totally unpleasant experience.” Twilight uttered between pleasured moans. A sudden drip on her head snapped the unicorn back to the real world. She looked up to see where it was coming from only to see Applejack, still absurdly inflated and leaking above her. Applejack and Rainbow DID make it a fun time for her.. Maybe she could do the same for them...

An idea popped in her head as to how she could get her revenge and please them. Pointing her horn at Rainbow’s now ridiculously swollen crotchboobs, Twilight used her magic to pull them out of Rainbow’s mouth, who made a disappointed whine.

“Don’t worry Rainbow, I’ll give it right back... Or at least one of them anyway.”

She focused her magic on the pert little nipples on each swollen breast. They both spasmed slightly and bulged like they were being filled and stopped up with milk. Rainbow let out a moan as her nipples grew longer and fatter. Each of the fleshy tubes lengthened and swelled past the size of a pen and fattened up even larger. Twilight doubled the magic and smiled as they filled out even more surpassing the size of a sarsparilla bottle and quickly reaching the size of a well endowed stallion.

"Not... Just... Yet..."

With one last burst of magic, each of Rainbow’s previously tiny and cute teats now filled to bursting with milk were larger than any toy she had seen a pony use on themselves. Her justification being that Rainbow and Applejack had already loosened up a bit.

She aimed at Applejack catching the ballooned pony with her magic and pulled her down to Rainbow’s height.

“Ok Applejack, its time you had some fun.”

Twilight used her magic to guide the already leaking nipple into Applejack’s dripping cunt.

“Oh! Oh my!” Applejack squealed. Milk started dribbling out of Applejack’s slit as inch after inch of the fleshy tube went toward bottoming out inside her marehood. The moaning became higher and more desperate until the earth pony’s crotch rested on Rainbow’s beanbag size boobs.

Focusing her attention back at the desperate pegasus, Twilight put the other nipple to Rainbow’s lips who took no time at all in greedily sucking it down. Twilight watched as the pegasus coughed on the massive protrusion until finally a bulge on her throat proved she was able to swallow it down. The unicorn watched as Rainbow’s belly surged forward with each gulp of the milk being poured down her throat.

Twilight looked back at Applejack and realized she had kept the earth pony waiting in the worst way possible.

“Oh I’m sorry Applejack. I was so preoccupied with Rainbow that I forgot all about you.” Twilight’s magic engulfed the nipple, and with no regard for Applejack's comfort, she started slamming the nipple in and out of Applejacks marehood. A low throaty moan came from the pony balloon accentuated by sharp squeals every time the nipple bottomed out inside her. Twilight loosened her magical grip on Applejack as the weight of the milk quickly overcame the buoyancy of the helium. Again, the cowpony stretched and wobbled as gallon after gallon of milk poured into her womb widening her frame even further.

With Applejack getting a workout, Twilight returned her attention to the rainbow mare. Rainbow's gut swollen with insane amounts of milk jiggled with each gulp of liquid being added.

“That’s right you two, plenty to go round.”

Rainbows tits jiggled with each burst of milk it pushed out. Rainbow's dome like belly started climbing higher and higher off of her ridiculously tiny frame as more and more milk poured into her tightening gut. Twilight couldn't help but giggle at the role reversal in action.

“I suppose it's only fair i give you two the same treatment you gave me.” Twilight said. She squeezed between the two bloating ponies eliciting moans from them both and pushed between the swelling crotchtits on the pegasus' body to get at Rainbow’s marehood. A small puddle of liquid had formed from the pegasus' dripping sex making her need apparent.

Twilight dove into Rainbow's awaiting lips, carefully tracing the outer edges and cutting around her clit. The giant nipple in rainbows mouth popped out as the pegasus moaned out loud her satisfaction. The leaking crotchtit hit the ground next to twilight with an audible slosh as it bounced just an inch or so away from the unicorns head.

“Hmmm what to do with you...” Twilight pondered. Using her magic, she lifted the organ up by the giant nipple sitting on the end and poked Applejack’s plothole insistently.

The cowpony started grunting in protest, apparently not pleased with the idea, but Twilight kept pushing and soon pushed through the small opening allowing the nipple to sink inside of Applejack’s plothole. Applejack moaned as her bowels started filling with milk, pumping her with more and more of the sweet liquid. Both nipples pistoned in and out of her body spraying and filling her insides as they drove her towards climax.

Twilight returned her attention to the dripping sex in front of her, expertly drifting her tongue inside and around rainbow's marehood. The pegasus' belly throbbed and quaked as she bucked into Twilight's pleasurable ministrations.

“Unh, ungh, ungh, Twiliiiiiiiiiight!”

Rainbow screamed as she came, her marehood spraying her fluid into Twilight's eager mouth. The unicorn lapped up as much of the liquid as she could letting it build in her mouth so she could enjoy the flavor before finally gulping it down.

With the pegasus satiated, Twilight turned to the still ballooning Applejack behind her. A puddle of milk and fluid leaked from the bloated cowpony while each nipple visibly throbbed with each burst of milk being added into the titanic pony's body. Twilight focused her magic even further thrusting each nipple into both holes at an even faster rate. The sensual moans from applejack amplified as she neared her precipice. Twilight craned her neck in between the pistoning nipples and gave Applejacks clit a few licks. The cowpony's body quaked and jiggled as she came, the extra attention proving too much for her.

Twilight smiled to herself as she felt she had returned the favor well enough to warrant stopping the bizarre activity. Her horn glowed hitting the massive crotchtits on Rainbow’s moaning and heaving body with a spell. The nipples shrank rapidly pulling out of Applejacks holes with an audible plop. The giant sloshing orbs shrank as well until only two party balloon sized tits remained on the ground.

Twilight walked backwards taking in the spectacle in front of her. On one side, Rainbow lay on the ground with a swollen gut looking like a living waterballoon. On the other, Applejack encompassed half of the library all to herself. Her massive belly nearly touching the ceiling, and wide enough that it started pushing into tables and chairs around the edges of the room.

“Well, that handles you two... Now I only have one piece of unfinished business left...”

~

Pinkie Pie hummed a tune to herself as she headed for the library. She didn’t know what the song was, she just felt it inside her and gave it life. She had an extra skip and bounce to her step as she had just gotten a note saying her plan had worked and she only needed to go to the library to claim her prize as planned. Pinkie walked up to the giant oak door and almost knocked until she realized that Twilight was probably immobile and unable to answer the door. She giggled to herself at the mental imagery that conjured up and walk inside.

“Wooooah....”

She didn’t expect what she saw. Instead of Twilight massive and bobbing against the ceiling, she saw Applejack filling one half of the room bloated with what looked to be one half water, and one half air. On the ground next to her was Rainbow, unable to really move thanks to the massive waterballoon like belly hanging off of her comparatively tiny body.

“What happened to you two?” Pinkie asked.

The door slammed shut behind her abruptly.

“Uh oh...”

~

“And so, Daring Do having acquired the feather of Quetzalcoatl returned to the city of Abherdjeen for a night of relaxation, thinking about what she would spend the reward money on. The end.”

Twilight closed the book with both satisfaction, and disappointment. She knew it would be a while before the next Daring Do book came out and she could get her fix again. She put the book down next to her causing the pony beneath her to jiggle slightly as the water moved inside her. Twilight looked up and judged there was only maybe six or so feet between her and the ceiling, but looking around the room, there was plenty more room for her to widen outwards. The unicorn yawned and curled up on top of the massive pink pony who for all intents and purposes was now just a giant waterballoon and closed her eyes listening to the gentle sound of water flowing.

“Don't worry Pinkie, I’ll be sure to remove the water hose when I wake up in the morning.”

Twilight heard a distant moan from Pinkie's head somewhere near the floor.

“I think I might sleep in though...”

Author's Note

That's the end of that. Those of you who read this and planning to spam "wut" and "why" shouldn't waste your time as you will be banned immediately and your comments removed. I warned you at the begining what this was. Those who came here for this, i hope you liked it.