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Pinkie's Cupcake Surprise Written by SSK

Idea by Qwerbyplah

Pinkie Pie sat behind the counter to Cake's bakery, idly flipping the pages of a recipe book humming gently, one hand on chin as she scanned the ingredients. Pinkie was wearing a bright yellow shirt with party balloons on it and small tight jean shorts. She had been toying around with the idea of a sweet that would retain its sweetness but also not be so fatty. It was a challenge for the hyper-active pony. She wasn't the smartest pony in the shed but she could figure things out if she thought about it. An act which, for her, took some effort as she was a scatterbrain and had a hard time concentrating on something, unless it was something she really enjoyed.

She had thought of possibly replacing the more fatty ingredients with low fat ones but it really ruined the taste, she tried using vegetables and it didn't really work either. So there was only two other options, that she knew of, that she could try magic or just imagining them up. Well magic was kinda out of the question only other pony that could possibly help her was busy with her duties as a princess that being her friend Twilight Sparkle or as she is now known as Princess Twilight Sparkle.

Well she couldn't count out Rarity but Rarity had little interest in baking and was more interested in her dresses. That and she didn't practice magic to the level that Twilight did. As for imagining it, that was easy but it didn't help since she could only think about how it would taste and not actually taste it. She sighed and her forehead connected with the book as she pouted.

"Aw why is it so hard to make something that's tasty and healthy!?" She whined in her cutesy high pitched voice. Her ears flicked as the bell rang indicating a customer. She looked up to see the strangely patterned and rather scantily clad form of Zecora. Zecora was a tall pony with a decent figure nothing too egregious that was hidden with simple brown leather wraps and carrying a carrying bag on her shoulder.

"Good evening to day my dear Pinkie, I come to see are thinking. What is it about may I inquire, for maybe I have the answer to your desire?" Zecora said in her unique rhyming way. She sauntered forward a curious look on her face. Pinkie gave a serious look and looked back down at the recipe book again.

"Hi Zecora it's nothing big; I just wanted to make something sweet that isn't so fatty! I've tried using low-fat stuff, I've tried vegetables and both of them were duds! Only other choices I got is... magic and just... imagining it!" Pinkie said, "I don't know magic and just pretending it doesn't feed anybody!"

Zecora put a hand to her chin thinking, "So you need to find a healthy but sweet dish? I might have something to help you with your wish!" Zecora said she looked at Pinkie encouragingly. "I'll go to make the potion now and will return; you'll be waiting for me in turn?" Zecora asked.

"Oh yeah I will! I'll wait at the front!" Pinkie said, she was so giddy and excited that her desire would no longer become an imagination.

"Good I shall return!" Zecora said and she was out her mind already working out the ingredients she needed. Pinkie was so giddy that she stared at the clock waiting for the time to pass.

-5 Hours later-

Pinkie was sliding across the ground her leg's propelling her while her front was pressed against the ground. She groaned, "Why's she taking so long she should've been here like 10 hours ago!" Then there was a knock on the door. She sat up a wide grin on her face and she went to the door Zecora stood there. She reached into bag and pulled out a large vial filled with a green potion. "A new potion I have made that makes food fat-free! It will work I can guarantee," Zecora said.

"Ooooh neat! How much is it?" Pinkie asked reaching for the register for money.

"Do not fret this is a gift from me, to taste your delicious treat is my fee!" Zecora said placing the large potion vial on the table.

"Oooh thank you! When it's ready I'll be sure to give you one!" Pinkie said, Zecora smiled and nodded ever happy to help her friends. The Zebra left to head home. Pinkie looked at the vial in awe and she went to the door sign and switched it to close. With that Pinkie headed for the oven bake. She hummed as she skipped and hopped recipe book in one hand the ingredient's in the other. She sang her most favorite song as she did this.

"All you have to do is take a cup of flower add it to the mix!" She opened the flour and dumped it into the bowl. She skipped to the cabinet, "Now just take a little something sweet not sour, a bit of salt; just a pinch..." And it continued with her zipping to put in an ingredient adding it in and mixing it till she was almost done, she had enough batter for at least 18 cup cakes. 6 for Zecora the rest for her and her friends, everything was inside all that was left was the potion.

She looked at the green vial and popped open the top. A sweet aroma emerged like honey, she was tempted to take a sip but held herself back, surprisingly. She wondered how much she would have to use for it to take effect? She wasn't an expert when it came to potions... she squinted at the potion. How much to pour in? 'Put it all in!' Pinkie Pie blinked and looked as a Tiny Pinkie Pie appeared on Pinkie's right shoulder this one was incredibly busty 'Throw it all in it'll make you girls fat free in no time!' Pinkie began to pour the liquid in.

'But wait!'_Pinkie jerked the potion up then turned to see another Tiny Pinkie, this one with a rather large bottom. _'If you put in too much what if the potion sucks out all the fat from there body! That would be terrible' Pinkie thought of it, her friends eating the cupcakes then beginning to shrivel into stick like figures!

"No! That wouldn't be good at all!" Pinkie said and she eased up on pouring the potion.

'But if you don't pour enough they'll get fat on the cupcakes!' Busty Pinkie said, and Pinkie began to pour again.

_'That's too much!'_Booty Pinkie said Pinkie eased up.

_'It's not enough!'_Busty Pinkie screeched she poured.

_'Too much!'_eased up.

_'Not enough!'_poured.

'Listen you, you... balloon boob! That is too much they'll end up like skeletons!' Booty Pinkie shouted.

'Balloon boob! Well excuse me miss Pudgy Plot! At least I got something that most stallions find attractive thank you!' Busty Pinkie shouted.

'Pudgy Plot!? KIyahhh!' And suddenly Booty Pinkie swung her body so ferociously that she flew to the other Pinkie her large butt smushing the busty clone into Pinkie's shoulder. Pinkie's eyes swirled as the words, 'Too much, Not enough' repeated over and over and over her hand tipping and raising the vial mechanically as the Busty Pinkie kicked off the Booty Pinkie.

'Take this Booby Bashing!' And she swung her massive cleavage at the plot heavy pony her breasts smacking her counterpart with powerful head spinning blows.

'Hiyah!' Booty Pinkie shouted giving a quick spin her butt smacking against Busty Pinkies bust and knocking her back the two jumped onto Pinkie's pink bubbly mane. 'This is it take this Pinkie's Booty---!' She twisted her rear which suddenly ballooned larger!

'My ultimate move Pinkie's Bazonga----!' The Busty Pinkie turned her chest which also ballooned larger!

"Ohhhh I'm so confuzzled!" Pinkie shouted, the word confuzzled was so outlandish and made up that it caused the other two Pinkie's to pause.

_'Confuzzled?'_The both said and then they screamed as the vial fell into the bowl of batter. Then Busty Pinkie smirked.

'Ha I win! Now give me some sugar!' Busty Pinkie crowed and she pounced on Booty Pinkie and the two popped out of existence. Pinkie grabbed the vial and hurriedly pulled it out but it was too late as the last drop of formula dripped in and the batter glowed. Then, just as suddenly, it stopped glowing Pinkie looked at it then the vial then it.

"Oh well nothing left to do but bake it!" She then began to hum her mind already content with the situation as only someone with her mind could be.

-45 Minutes later-

Pinkie was once again pushing her front on the floor her feet propelling her. She flopped onto her back squeaking at her tail being squished and moving so that it wasn't. "How much longer!?" She groaned her eyes on the clock. It was currently 7:00 PM she had told her friends to meet up at Twilight's house roughly around 7:15 but she was impatient. She wanted the cupcakes to be done so she could try them out.

She had made enough for 18 cupcakes now she was just waiting for the timer to- she sat up when she heard the ding! "YES!" She crowed and she flipped up and zipped to the oven, oven mitts already on her hands mysteriously enough. She turned off the heat waited a few minute then opened the oven door and pulled them out and setting them aside. One tray of cupcakes had some raisins on the top. The rest were for her and her friends. She walked to the fridge where there was some icing and she began decorating. When she was done she put the icing back and went to the cupcakes.

She grabbed the trays and gently extracted the cupcakes; placing them in boxes. She piled the boxes up and grabbed them humming gently. She made sure that Zecora's box of cupcakes was on the top most boxes. She went to the door, shut off the electronics, locked the door and began hopping to Twilight's place.

-Twilight's Library-

Twilight Sparkle read her book silently while Rainbow Dash and Applejack were are wrestling . Rarity and Fluttershy were busy talking about fashion and animals while Applebloom and her Cutie Mark Crusaders friends, Sweetie Bell and Scootaloo, talked about ways of getting their Cutie Marks. Twilight looked at all of her friend her mind though on her first one; Spike the Dragon. Spike the little purple dragon was out with Celestia for some lessons and wouldn't be back for a couple of days. Twilight sighed hoping that Spike would be ok.

Then there was the knock on the door. Twilight closed her book and walked to the door opening it. "Hey everybody I brought cupcakes!" there were many cries of approval as the girls disengaged from their activities, swarmed Pinkie, grabbed the boxes and began to open them. "HEY!!!" Pinkie shouted and they all stopped. "One of those is for Zecora! I was gonna have Applebloom and her friends take it to her!" They all gave a poignant 'oh' and slid the boxes to Pinkie so she could check to make sure they had the right box. "Found it~" Pinkie said in a singsong voice and she handed the closed box to Applebloom. "Here you go!-?" Pinkie said.

"Alright Applebloom now you know better than to eat any of those, the same goes for you two!" Applejack stepped forward and pointed sternly at them.

"Aw~ come on can we have at least one?" Applebloom begged giving a cutesy pout.

"No! Not unless Zecora says so understood?" Applebloom sighed and nodded her head unable to persuade her sister. "Now get going and then all of you go home, is that clear?" Applejack said.

"Oh Applejack don't be so crass, they're young girls let them have a bit of fun; curfew's not until 7:30." Rarity said "Besides it's not like anything will happen to them anyways!" Applejack turned to Rarity.

"I'm just trying to look out for them I'm surprised you're not more solid about this! That's your sister for hoofs sake!" Applejack said.

"My dear they are 14 years old, they're gonna grow up there's nothing you or I can do to stop that and if they're going to grow up they need to learn how to take care of themselves! It's not like they haven't proven themselves before!" Rarity said huffily, Applejack growled but hated it when Rarity was right especially when she sounded so huffy about it.

"Alright fine! 7:30 and not a minute later you hear!?" Applejack said turning to the ever so young colts.

"Ok!" The crusaders grinned and began marching out a slightly prideful step in their trot.

"Well then Pinkie while I'm sure your cupcakes are good what's so special about them that it required all of us?" Rarity said.

"These are special low-fat but sweet cupcakes all the flavor none of the fat!" Pinkie said grinning.

"Really? What made you think of this?" Rainbow said hovering above them all now.

"Oh I know the girl ponies are looking for good tasting and healthy foods with the biggest problem being dessert. I just wanted to see if I can make something that tasted good but was also healthy for desserts!" They all blinked.

"That's... rather thoughtful of you Pinkie!" Twilight said bluntly Pinkie giggled.

"I know! Wait I'm always thoughtful!" Pinkie said now starting to tear up luckily Rarity was there to save them from a tidal wave of crying she closed in on Pinkie and put a hand on her shoulder.

"Oh don't take it like that, she knows your thoughtful what darling Twilight meant was that she is impressed with your foresight to the pony community isn't that right Twilight?" Rarity said gazing at Twilight sternly.

"Y-Yes that's what I meant, ha ha," She gave a nervous cough and grinned innocently.

"Oh ok!" Pinkie said.

'Complete 180,' they all thought.

"So then let's have a cupcake!" Twilight said to lighten the mood the girls cheered and they all grabbed one cupcake and took a bite. "Mmm it's so sweet! And it's completely fat free?" Twilight asked.

"Absoultely!" Pinkie said and she scarfed the cupcake down.

"I hope so; I really have missed eating sweets!" Rarity said biting down on the deliciously sugary sweet cupcake.

"Tell me about it! I can't be as fast as I normally am if I got some fat on me!" Rainbow said.

'And I could do with a few less pounds up top,' Fluttershy thought quietly.

"Mmm mm! These are delish!" Applejack swooned.

-Zecora's home-

Zecora hummed as she sorted the ingredients for her potions carefully. She heard a knock on the door. "Enter!" She called and the door opened to reveal the Cutie Mark Crusaders. "Sweetiebell, Scootaloo, Applebloom tis an honor, what exactly prompts this visit so late in the hour?" Zecora asked.

"Pinkie Pie wanted to give you some cupcakes she baked!"

"So her task was a success, put it down here so it doesn't make a mess," Zecora pointed to her right, Applebloom walked forward.

"Um Zecora could we have a few cupcakes? We wanna try them out!" Zecora looked at them.

"Well let us see what she has made," Zecora opened the box, she sniffed, "Ah the smell of raisins is always great, though should you want something so late?" Zecora said.

"Oh um..." Applebloom looked at the other two who couldn't hide their disgusted faces as well as her. "I-It's ok Zecora we're not hungry, oh look it's getting late we'll go home now!" And the in the place of the three were clouds of dust as they ran.

"Oh well," And with that Zecora grabbed one and bit into it. "Truly that Pinkie is one of a kind, always offering to help those in a bind!" She then devoured the cupcake and pulled up another one and scarfed that down as well. She couldn't help herself she loved raisins and these cupcakes were too good to resist! She grabbed another and ate it in one bite. She chewed and pulled out another cupcake and ate that in one bite. Only one was left, she looked at it before licking her dirty lips with her tongue savoring the flavors she tasted. 'I'll save that for later, it'll ever be tastier,' she blinked and it was gone. She looked at her hand to see the small crumbs. "Too good of a flavor, now I owe Pinkie a favor," she said and she belched and giggled slightly.

-Twilight's library, 14 minutes later-

The girls sat with a second cupcake in hand. "I must say Pinkie you really outdid yourself though we won't know till tomorrow but I'm grateful regardless for the treat!" Rarity gushed as she began to eat her second cupcake.

"No problemio, I don't know why you're so worried about your weight Rarity you look good to me!" Pinkie said Applejack chuckled at that.

"Oh it ain't her weight she's watching, at least not her body it's her plot she's worried about!" Applejack chuckled, Rarity's face turned lobster red.

"W-What a scandalous accusation, w-well what about your thighs, you were complaining about how they looked like tree-trunks the other day!" Rarity screeched.

"At least I'm willing to admit I have a problem!" Applejack countered she began to move aggressively toward her when Twilight hovered down.

"Hey come on you two! Don't fight let's just enjoy the cupcakes right?" Applejack and Rarity huffed and ate their cupcakes.

"Hey Fluttershy you going to the flight school reunion tomorrow?" Rainbow asked.

"Oh I don't know... I've been busy with all the animals in the forest..." Fluttershy said in her hushed tones.

"Need help?" Twilight asked ever eager to help her friends Fluttershy especially considering the rather demure pony had taught her how to fly correctly.

"Well not really... but I could appreciate it..." Fluttershy mumbled.

"I'll pitch in to help out!" Rainbowdash said.

"I can too harvesting season is over so I got some time to spare." Applejack said.

"I unfortunately cannot I was hired to do some designing for Princess Cadance and Prince Shining Armor for a ball in the Crystal Kingdom." Rarity said, Applejack would've said something but it wasn't every day a princess and prince of a kingdom asked for designer clothing. "I may not be there in person but I am in spirit," Rarity said smiling.

"It's ok Rarity I know you-" Suddenly they all felt it a sudden throbbing in their chest. They stopped fell to their knees panting, sweat forming on their bodies.

"Oooh suddenly I feel... not so good..." Rarity mumbled she clutched her stomach panting slightly.

"Y-You're tellin' me... feels like a really hot day but...!" Applejack gasped and bucked slightly rolling onto her back.

"P-Pinkie?! What d-did you put in th-th-the cupcake!?" Twilight managed to gasp out as she tried to use the table to pull herself up only to fall as her leg's convulsed slightly.

"Ooooooh!" Pinkie moaned, "M-My... woozy feels weird!" That single phrase made the majority of ponies raise their eyebrows as they tried to work out what a 'woozy' was, it was then that each pony felt a part of their body get hot. For Pinkie it was her 'woozy' or her pussy; to be more accurate the area above it by a few inches. For Fluttershy it was her breasts that felt hot. Rarity felt her rather large plot heat up. Rainbowdash also felt it in her 'woozy.' Applejack felt slightly hot all over. Twilight thought felt like her entire body was on fire. They tossed and turned moaning and jerking their bodies. Then they blacked out.

-Zecora's home-

Zecora panted as her body tingled, sweat was pouring off every inch of her body. "This is quite a bind, strange desires are flooding my mind!" Zecora breathed then she gave a loud groan as her crotch strap ripped as a large black equine cock suddenly emerged swelling at blindly fast rate and below them a pair of balls. The massive cock surged up bigger and bigger till it extended over her head where it stopped throbbing quietly. Her balls surged outward like a freakish balloon growing larger and larger sliding across the ground she finally felt it stop and she looked to see it was the size of a beanbag chair. Zecora panted as she looked at her new organs with confusion and fear.

"How can this be that have grown such a thing, what did Pinkie do when she was baking?" As far as Zecora knew the potion would make it fat free by absorbing the fat in the cupcake and more or less changing it to something healthy. It was then a thought came to Zecora, what if it wasn't Pinkie that caused but her potion that did? "What a travesty, did I cause this calamity?" She groaned amongst her potions there was one potion that would boost the fertility of a male or female pony, could she have somehow mixed the ingredients inside the potion by mistake? She tried to move but her cock threw off her balance and her balls were heavy she had no choice but to somehow get herself off so that she could shrink but the problem was... how?

-Twilight's Library-

Twilight groaned as she regained consciousness, she felt odd... itchy, and hot like she was having a fever. Yet what was rather embarrassing and disturbing was that this fever was centered around her breasts, crotch, and plot. "Oh man... Pinkie whatever you... EEEEEK!" That was Rainbow Dash and anybody knew that if Rainbow ever did 'Eeek' it was most likely a big deal. Twilight pushed herself up into a sitting position. It was then that she discovered exactly why Rainbow went 'Eeek' on her chest was the largest pair of breasts she had ever seen in her entire life. What made matters worse was that the purple orbs were hers!

It was then she remembered the other places that felt hot and she reached down to her plot not even daring to look down. She felt a rather large and squishy bottom that she never even remotely remembering having! Not that she felt up her plot that was just creepy and weird. It was then she began to hear. "OH MY HAYSTACKS! PINKIE WHAT IN THE WORLD HAVE YOU DONE TO US!" Came Rarity's shrieks.

"OH no how am I gonna explain this to Big Mac and Applebloom!?" Applejack moaned.

"I can't fly with this thing outside!" Rainbow growled, Fluttershy gave her odd whimpering cry. Twilight gulped and she looked down past her breasts and she fainted. The image of a large purple black cock, and purple testicles erupting from her crotch effectively burned into her brain.

The other's also had their own breasts and plot enlarged and also had male parts attached to their groins. They looked at each other than at Pinkie, "PINKIIIIIIIEEEEEEEE!" they shouted and Pinkie Pie gulped as Twilight jerked awake.

"Eh-heh-heh... seconds anypony?" She said nervously backing away a somewhat difficult task as she had a rather massive set of balls that seemed to dwarf all the others. It was then they paused. Pinkie did not look neither happy nor did she look proud of what was happening if anything she was confused and shocked. Twilight who had been watching went to the box of cupcakes which were more or less gone save one it was the second cupcake that Twilight wanted to save for Spike now it seemed like a bad idea.

"Pinkie, did you do this on purpose?" Twilight asked.

"N-No I wanted to make a fat-free cupcake this is the last thing I wanted!" Pinkie said she was tearing up slightly. Rarity walked forward and hugged Pinkie their breasts and boy parts rubbing but neither caring.

"Oh don't cry dearie we know that this is an accident we don't hold it against you," Rarity said Pinkie sniffed and she nodded not able to speak. "There, there," Rarity said soothingly. It was then she gasped as she felt Rainbow Dash poke her plot.

"Wow I didn't think your butt could get any bigger than it was before." Rarity blushed while Pinkie's ears twitched. She pushed Rarity away and was observing her behind.

"P-P-Pinkie stop this at once it's very unladylike!" Rarity said nervously her hand on her rear walking away her face as red as a lobster.

"Now that I look we all seem to be bigger in some places than everybody else." Applejack said.

'They're taking this all rather well,' Twilight was somewhat surprised she was still having a hard time with her... enhanced assets but as she looked at them she felt... calm and... aroused by their bodies. She looked at them all. Rainbow Dash seemed to have a much large penis than everybody else, while Pinkie had a rather large set of baby makers. Rarity had a much larger butt which, like Rainbow had said, was rather odd because she already had a big flank to begin with and had been desperately trying to lose it. Fluttershy was also a bit of a surprise as her already large bust was even larger than before, but the poor thing was huddled in a corner silently sobbing. Twilight stopped her observations and walked to the cream colored pony and knelt down. Fluttershy looked at her whimpered and embraced Twilight tightly. Twilight was rather surprised to find that her bones were groaning from the force of the hug but she didn't break it.

Meanwhile a curious, and somewhat horny, Rainbow Dash and Applejack observed each other closely. "Well you didn't really get much, not like me!" Rainbow said proudly and she grabbed her flaccid dark blue cock and held it up. "I got a big one! Bigger than yours at least!" Rainbow said.

"Ha just means that you're cocky! If anything that fits you down to a T, all bluster and hot air! Me? I may not have anything defining but my body is perfectly formed!" Applejack said and she posed. Rainbow glared at her sourly.

"That just means that you ain't got no redeeming qualities and that you excel at nothing!" Rainbow snarled.

"Excuse me but I think I'm better off with what I got than you with your oversized prick! I bet I could make you shoot off in seconds like a filly virgin!" Applejack snarled.

"Oh you're on!" All the other's realized what was going on and they turned to the two.

"Rainbow, Applejack desist we don't even know if these are even fully functional we should- OH!" Rarity was cut off as Pinkie reached forward and grabbed her own black cock.

"Oh don't be such a stick in the mud Rarity; I know you are feeling it!" Pinkie purred. "Come on just relax and let your body do the thinking!" Pinkie said, she was feeling considerably better now evident as she began grinding her body against Rarity's back her own pinky fleshy length rubbing between Rarity's butt cheeks. Rarity gave a moan shuddering her cheeks rosy.

"O-Ohh I suppose... mmnnn... it wouldn't hurt to try it out at least j-just be gentle." Rarity said leaning against a wall as Pinkie leaned in giggling feeling unusually frisky her butt jiggling gently.

Twilight and Fluttershy, having broken their hug watched this silently almost disbelievingly.

"So uh Twilight... shouldn't we find out why this is happening?" Fluttershy asked.

"Uh... I suppose but I doubt anybody would let me look considering what's going on." Twilight said it was scaring her just how calm she was.

"W-Well if you don't mind maybe you can... I mean... I could help out... that is if you needed help." Fluttershy was blushing poking her fingers together.

"Oh, if you don't mind Fluttershy," Twilight said, "I mean... well it'd be greatly appreciated. The sooner we figure out what's going on the sooner we can fix this!" Twilight said confidently.

"A-alright," Fluttershy said just as a loud moaning cry erupted from where Rarity and Pinkie were.

"Wowie Zowie! My baby cannon nearly went POWIE!" Pinkie shouted everybody felt a drop of sweat slide down their back at that as they turned to her and quickly understood why she said 'Baby cannon' Twilight swallowed as she looked and wondered just what did she look like.

"Twlight?" Flutershy's voice broke through her musing.

"What-? Sorry just uh... anyway let's take a look," Twilight said and she turned to Fluttershy and she paused as she was able to see her friend up close. She had noted that Fluttershy seemed to have the biggest breasts of them all and now that she was up close she could definitely confirm that.

Fluttershy saw her friend pause as she looked her up and down as if not sure where to start. She herself was feeling... bothered. Twilight seemed to be huge all over! Her breasts, her butt, her boy parts! All of it just seemed so monstrously huge compared to them. If Fluttershy had to guess Twilight got the best of everything. Fluttershy was intimated by such a stature. A part of her said it was fitting of who she was a princess of Equestria and an Alicorn to boot. But still Fluttershy shrank back slightly instinctively as her friend walked forward. "You ok Fluttershy?" Twilight asked.

"Oh! Y-Yes sorry Twilight um... where are you gonna look first?" Twilight paused.

"Well I would like to take you down to my lab but I'm gonna start with your... male parts to see if these really even-" Twilight was cut off by Rainbow's roar and she turned to see the blue rainbow haired pony standing upright her cock spewing a fountain of jizz into the air while a triumphant looking Applejack stood up, she gulped. "Ok so they do work," She said, turning away with a surprising amount of difficulty. Her own male parts were bobbing up and down, filled with blood and completely erect, beginning to ache at the debauchery going on around her.

"Ummm Twilight..." Fluttershy said her eye's fixed on the large purple member before her. "Are you... okay?" She asked.

"Y-Yeah just uh..." Twilight was having a hard time trying to rationalize what was going through her mind. The loud moaning behind her wasn't helping either.

"Ohhhh Pinkie! You're hitting my flank too hard!" Rarity shouted, Pinkie was now thrusting her cock into Rarity's asshole her hips smacking Rarity expanded rear with zeal. Pinkie's finger's were sunk deep into Rarity's butt and was pulling and mashing the prodigious plot.

"I can't help it! Your butt is so... so... AWESOME!" Pinkie shouted her cock aching and her balls roiling already spilling out spurts of cum.

Rainbow grunted as she rubbed her new enlarged breasts up and down Applejacks orange cock Applejack was sweating and panting her cock throbbing veins starting to bulge on the length. "W-What's wrong Rainbow can't use your new tits well?" Applejack taunted.

"S-Shut up! I'm not used to having these... on me! I'm all about speed!" The normally flat chested Rainbow protested.

"Heh know what that means? That means that technically I'm faster!" This would be true if you considered the fact that Applejack already had some boobage to deal with. Rainbow blushed and she lowered her head and began to suck on the length.

"T-Twilight y-you're mashing my breasts so much! Are you sure this is-AH!" Fluttershy cried out as she spurted dick and pussy juice in orgasm. Twilight so engrossed she didn't even notice. The breasts were so heavy yet soft, making her wonder if her own chest was just as malleable, and heavy. They felt somewhat heavy but her body was also surprisingly strong. It didn't have any real visible muscle structure but she could feel her muscles subtly flexing and tensing.

"Twilight... please... stop touching my breasts," Fluttershy muttered weakly her mind drifting pleasure starting to erode personal thought and feelings. But Twilight was going to do anything but stop as she leaned in and licked Fluttershy's nipples. Fluttershy squeaked and she tried to pull away but Twilight was still on her breast as Fluttershy's wings bumped into a bookshelf. She squirmed moaning and panting softly. "T-Twilight s-stop my breasts are-! Ohhhh, ohhh!" Fluttershy was tensing on her toes her legs trembling as another orgasm was building up in her. Twilight's fingers were pulling and tugging her other nipple with a practiced ease.

Fluttershy then realized just how methodical Twilight was arousing almost as if she was following instructions from a book! Then did that mean her best friend read... those kind of books? Fluttershy would have to ponder this later as she felt her orgasm nearly at the point of release her cock bouncing and her lower lips throbbing. She scraped at the books behind her to steady herself but she screamed her body arcing toward Twilight surprising the alicorn and making her fall onto her butt just as Fluttershy's cock spurted out white cum that splashed Twilight's face and her pussy spraying onto Twilight's breasts.

This more than anything snapped Twilight out of her haze as she waited for Fluttershy to finish then she wordlessly wiped the cum from her face and looked at it in her hand. The temptation to lick it up eroded her thought and she leaned forward and licked it. Her face wrinkled slightly the taste was... not entirely, but slight unpleasant and yet she was eager to taste more as she licked again. She continued to lick till it was gone from her fingers. She looked at Fluttershy who was giving her a rather deranged look. "F-Fluttershy are you-WHOA!" Fluttershy tackled her and when they hit the ground the normally recluse pony shuffled down to Twilight's cock and was already licking and sucking the length. Twilight moaned and twisted the sensation so overwhelmingly arousing. She felt her nipples harden and extend slightly like small thumbs.

Applejack grunted blinking the sweat from her eyes as Rainbow was rubbing her whole body against her's. Applejack didn't know how long she had been holding back the mind blowing orgasm that was trying to explode out of her. Her mind was aching as was her body and cock she had to hold on but... she then felt Rainbow's asshole rub her cock head and she gave a mighty roar and Rainbow fell forward as Applejack's cock throbbed shooting a huge spurt of cum up into the air. Rainbow's jaw dropped then she growled as Applejack fell onto her flank panting her cock now spurting weakly. "Haaa... haaa di-did I win?" Applejack muttered.

"Oh you've been the winner for a while now," Rainbow said sourly.

"H-Huh then why didn't you-?" Applejack felt a new strength coming inside of her. "Why didn't you tell me I won!?" Applejack demanded.

"Eh you looked to be having such a good time I didn't want to break it to you," Rainbow said slyly.

"Why you-!" Applejack advanced on her but Rainbow flapped her wings and soared up.

"Oh come on Applejack don't tell me you didn't enjoy it?" Rainbow said.

"T-That has nothing to do with this, now come on down here!" Applejack said.

"Ok but first a new challenge whoever can shoot the highest wins!" Rainbow said.

"In that case I already win!" Applejack said.

"Not yet Miss Highhorse! I still got my turn and besides that was for something else entirely! So let's get to it!" Rainbow said and she put her hands around her cock and hovered down and landed in front of Applejack the two glared at each other. "Ok and... go!" and she began to pump her cock ferociously Applejack doing the same the two never leaving each other's gaze.

"Oh my god Pinkie look at what you did to me my back is now covered in your... your...!" Rarity was so incensed she couldn't find the words as she looked at her back while an exhausted Pinkie was sitting on the floor panting heavily.

"Baby juice? Jizz? Pinkie Cannon Fire?" Pinkie offered.

"Oh you-!" Rarity walked to Pinkie and she scowled at her. "Fine it's time to return the favor!" And with that her horn glowed. Pinkie squeaked as she was lifted up then flipped around. Rarity walked to Pinkie grabbing her stuff black cock. "While I may not have your... monstrous things," She said glancing at Pinkie's massive nutsack and blushing. "But I'm still going to unload every last drop that I have!" Rarity growled. She grabbed Pinkie's held up legs and thrusted in.

"Owie!" Pinkie cried as her hymen was broken and she teared up. Rarity saw this and almost stopped, then she remembered Pinkie spraying a torrent of seed onto her back and her resolve steeled again with that she began to thrust. Her thrusts were hard, and filled with a lustful fervor. Rarity tried to push aside the arousal building up inside of her. However she was getting into it, her thrusts becoming soft and more fluid.

'Oh my this feels so good! No wonder those ponies were talking about it!' Rarity thought as she began to pound Pinkie's pussy. She was regarding one time she was preparing some ponies dresses. They had been talking throughout the whole time about sex which Rarity would've thrown them out for normally but kept her temper in check for the payout. When Pinkie had been fucking her asshole it was... titillating and gave her such a sense of pride in her beauty she almost was sad that Pinkie didn't continue. If Rarity was honest with herself she wanted Pinkie to pierce her, fucking Pinkie was good but she enjoyed being on the receiving end better. She gulped when she pulled her cock out and Pinkie, who had been moaning slavishly, groaned.

"Ohhh and I was just starting to feel good." Pinkie moaned.

"I'm sorry Pinkie but..." Rarity blushed as she looked to see Applejack and Rainbow jerking off, while Fluttershy was kissing Twilight as the Alicorn rammed her cock into the pink haired mare. "I want you to... you know..." Rarity said her normally white face a rosy red. Pinkie knew what Rarity was trying to say but decided to be a tease as revenge for stopping so suddenly.

"'You know...' what exactly?" She said her, high voice, a sudden low huskiness and she turned her big cock throbbing already leaking globs of precum mixed with actual cum.

Rarity backed away slightly, "Y-You know, what you were doing before but..." Rarity was blushing even harder now.

"Buuuuuut?" Pinkie teased, Rarity now lost all patience.

"I want you to stick it in my baby hole!" She shouted before she clapped her hands to her mouth as big wide eyes turned to her.

"Ok!" Pinkie said in her high voice again and she suddenly grabbed Rarity, her hands slinking down to Rarity's flank.

'Why does she keep touching it?' Rarity bemoaned mentally just as her back hit a bookshelf and within seconds she felt Pinkie's cock slide into her asshole while Pinkie opened her mouth and engulfed Rarity's own length in one swift movement.

"Grrggg!" Rainbow growled as she pumped her pulsating length she could feel it building up in her roiling in her balls ready to shoot but not yet! She felt her cock vulge cum spilling up and she clenched her cock tightly, cum blocked by her squeezing hand small driblets leaking out before it gave up sending cum straight back into her balls. Applejack had an entirely different if similar strategy. She had taken her ribbon letting her hair flow freely and wrapped it tightly around her cock.

As a result her cock was bigger than before and not only that but it was starting to turn an unhealthy purple color. Both were so engrossed with each other they never really noticed that their balls were slowly growing larger as cum was shot out then sent back in. "You think you can do it Rainbow?" Applejack challenged.

"Hngh! Oh yeah this'll mnn... be one contest I'm winning!" A sweaty and cocky Rainbow Dash announced.

"You ain't got the drive!" Applejack panted, "Just because you hmng... zip around the sky doesn't mean you can out do a Earth Pony when it comes to force or endurance for that matter!" Applejack taunted. Rainbow's face turned a ruddy purple.

"Oh yeah! I'm gonna shoot so hard that it'll hit the ceiling for sure!" Rainbow said squeezing her dick so tight due to her anger that it was pulsating violently. The veins on her cock were bulging so large that they were as fat as fingers. "And when I do you better be ready to bend over for me!" Rainbow said.

"Ha, like I'd ever bend over for you willingly!" Applejack jeered. "By the way you might want to ease up that doesn't look healthy." Applejack said pointing to Rainbow's cock.

"Eh... OW!!!" Rainbow now suddenly feeling the persistent feeling of pain she released her cock. It pulsed violently.

"Aww all you need to do is give it a nice little rub the poor thing," and Applejack reached forward and rubbed the head. Rainbow's eyes widened as her cock exploded. A torrent of horse jizz shot out smacking Applejack's face so hard that it actually hurt! Startled Applejack fell back while Rainbow whimpered her cock spewing a stream of cum that flew straight up and hit the ceiling with tremendous force. Applejack gaped as she was hit with the shower of the splash. Rainbow fell onto her butt panting as her cock gave a final spurt that splashed onto her head.

"Ow... that really hurt..." Rainbow moaned.

Applejack blinked she looked at Rainbow's dark blue cock with it's bulbous throbbing veins. Then at her own and she sighed. She untied her ribbon and pulled her head back as her cock shot a stream of jizz that didn't even get halfway up to the ceiling she bit her lip waiting. Then when it ended she walked to Rainbow and she pulled the Pegasus close to her. "You win," She said softly a sudden urge for tenderness taking her. Rainbow blinked, her vision blurry.

"I-I did?" She asked.

"Yep!" Applejack announced.

Rainbow sighed unaware that she was resting on Applejack's front. Then she blinked. "Wait so that means... we're tied?" Applejack sat there then realized what that meant and all the tenderness left her.

"You know what that means?" Applejack began.

"One more! And this time it'll be something easy!" Rainbow said, and she got up and turned to face Applejack her friend, her equal, her rival. "Whoever makes the other cum fastest wins!" Applejack's face turned orange.

"W-What!?" Rainbow grinned and she held out her hand.

"Come on! The last game!" She said Applejack flushed, and she thought of it. Sex, it was the one thing that connected one pony to another it was something that would bind them inexplicably. Rainbow wouldn't know this but for Applejack this was somewhat of a big deal if she did this... "Come on stop stalling or we gonna say I win out right?" Applejack turned to Rainbow and she looked at the hand then took it.

"This is one bucking that you won't handle!" She said her need to win speaking not her senses. "So then you wanna go first?" Applejack said reaching down lifting her cock with one hand and spreading her lower lips with the other. Rainbow's dick jerked and she gave a wince.

"Ah y-you can go first!" Rainbow said half-strategy half-fear.

"Alright but don't blame me if you shoot off within a minute, two tops!" Applejack said and she jumped Rainbow.

Twilight moaned as Fluttershy's cock slid in and out of her while Fluttershy sucked on one of her nipples. She had one hand jerking Twilight's dick while the other played with Twilight's other breast while her rubbed and grinded against the Princess' massive balls. The Alicorn moaned as she was filled by Fluttershy's cock her virginity was shattered yet she still felt so tight her body squeezing down as if urging it on. Then there were Fluttershy's large balls slapping her flank with each thrust.

Fluttershy could feel her dick swell a prelude to the impending release her load. Twilight could feel the cock swell ready to unload. She raised her legs closing them around Fluttershy's bottom pulling her in. Fluttershy cried out weakly as she orgasmed her cock bulging as it spewed hot baby batter into Twilight's vagina and womb.

The feel of hot sticky ropey cum inside of her was electrifying. She could feel her womb start to swell slightly as Fluttershy unloaded everything. Twilight moaned as seconds became minutes the tide of cum seemingly endless. Then she gave a coo as she felt Fluttershy pull out her still hard cock which gave a weak spurt of cum onto Twilight's own crotch.

Twilight looked at Fluttershy with her monstrous breasts and her own bulging belly proof of the womb that she had poured in earlier. But she wasn't done she wanted to do it once more to fill Fluttershy again! Her horn glowed and Fluttershy shuddered gasping as the cum suddenly vanished her belly becoming flat again. Fluttershy looked at Twlight and she knew what the Alicorn wanted.

Fluttershy was in such a lust high that she automatically turned her fingers reaching down to her lower lips and spreading them. The ultimate invitation it screamed, 'take me and ravage me' and Twilight did just. Twilight pounced Fluttershy, magic activating allowing her cock to slide in smoothly in a single stroke into the pegasus' body as the alicorn flumped onto the hermified Fluttershy. They moaned in synchronization. Words meant nothing to them only action.

They fondled, moaned, rolled, kissed and squeezed each other with a fierce passion. Their bodies covered with sweat and their juices. Twilight stood magic activating as she lifted Fluttershy and then pushed her to the wall still kissing her hips tightening as she thrusted up into Fluttershy who moaned as her back hit the books that tumbled down and around her. The two broke their kiss and gazed into each other's eyes almost swearing that their pupils had turned into hearts and they embraced each other their cocks starting to leak cum and bulge.

Pinkie Pie groaned as Rarity suckled on her breast the normally prim and proper looked like a wild beast with her hair messy and spiking while her coat was even whiter with Pinkie's baby juice. Pinkie was enjoying herself she had never had so much fun in her entire life! Not even planning and holding parties could bring the same buzzing feels that she was having now.

Rarity was a mess, her mind was spiking with pleasure again and again her cock throbbing painfully having cum again and again till her balls were empty. Her muscles ached and her body was smelly and sweaty, and yet she didn't care. All she cared was riding the cock into her pussy and wait for the heavy payload to fill her womb with enough seed to impregnate 10 mares. Her cock throbbed as her balls readied to shoot one final shot.

Applejack panted as she bent forward spreading her lower lips while an eager Rainbow held her cock with one hand the other squeezing Applejack's rump with a vicious glee. "Ok so you made me shoot off in 2 minutes but I'll do it in less!" She said and she rammed her cock into Applejacks asshole Applejack squealed.

"Oh Celestia not there!" Applejack shouted and she felt her cock shoot up harder than before veins bulging on it's length as blood pumped through. Rainbow was merciless as she drilled in even harder than Applejack had and her cock was in full erection the massive 22 inch cock sliding in and out of the Apple pony with surprising ease.

"Rather loose aren't ya?" Rainbow taunted. "Sticking carrots up there?" She asked the moaning Applejack who was on her front her breasts squished onto the ground her butt raised her hand outstretched shaking and shuddering as they clenched into fists. But Rainbow herself was losing her cool having just orgasmed not but 30 seconds ago her cock was even more sensitive she was ready to blow any second!

Applejack moaned she had never expected Rainbow to just fuck her ass like that he mind was evaporating turning into jelly. Her heart thudded in her chest like a jackhammer and a sense of completeness filled her. She felt... like something was clicking into her life something... then she felt it her cock throbbing wanting to unload her balls swelling and squeezing her body trembling. "Oh god I'm..." She groaned Rainbow looked at her with one eye the other closed to stop the sweat from blinding her.

"Y-Yeah me too I... I'm-!" She groaned.

"Oohhhh I'm gonna go powie again!" Pinkie squeaked.

"Powie wowie!" Rarity gibbered.

"Fluttershy!" Twilight gasped pulling apart to look at her in the eye.

"Twilight!" Fluttershy breathed then they pressed their foreheads together staring each other.

"CUMMING!!!" They all shouted and they all shot their loads. Those being penetrated shot their jizz out into the air, with the exception of Applejack into the air, an arcing trail of cum flying up and onto the floor. Applejack's cock shooting a messy spray onto the ground as she felt the hot cum flood her insides then her stomach and she arched her back her eyes rolling as she felt her bell slowly expand.

Twilight kissed Fluttershy again as her cock began to unload everything in her massive balls Fluttershy's belly expanding yet again faster than before! Fluttershy unwrapped her arms to feel her belly, her womb, swell with seed she shuddered and cooed gently while Twilight nuzzled her neck gently.

Pinkie laid there her tongue out her eyes dancing wildly in her sockets. Saliva pooling her mouth and sliding down her lips her fingers sunk deeply into Rarity's ample bottom. Rarity keened loudly her eyeballs mere dots in a sea of white as her cock shot into the air. Their loud cries continued to ring for a full minute shattering the silence of the night sky outside. Then it was over, the 6 were still then they all fell, save those already on the floor. Rainbow recovered first pushing herself to her knees then looking at Applejack her orange belly somewhat inflated. "Heh would you look at that I shot quite a bit!" She said proudly.

"Not as much as my Pinkie Cannon!" Pinkie Pie said from her position buried under Rarity's bulbous belly. Rainbow felt a drop of sweat fall from her neck then she felt a prickle and she turned her head Pinkie doing the same to look at Twilight and Fluttershy the two's face scrunching up as they saw Twilight resting on Fluttershy's belly which was definitely bigger than Rarity's by a good few inches. "So if this was a contest then Twi-" Pinkie began.

"S-Shut up t-this was not a contest so it doesn't matter!" Rainbow said and she sat there pouting. Pinkie giggled then she looked at Rarity and rubbed her belly lovingly. Twilight just nestled into Fluttershy's bosom closing her eyes and falling asleep right then and there.

---

This story idea was created by Qwerpyblah based on a comic but I can't show it here but it's very similar except led to massive Muscle growth instead of hyper herms... I do plan to continue this but first let's be clear on one thing I'm not a brony I think it's a good show but that's it. I don't see it as anything more than what it is. Anyway I will continue this but I have other projects to do and I'm trying to manage which ones I do. Leave comments and reviews... also this will be at least 9 chapters but it most likely will be more for other things. Enjoy.