My Little Pony: Dark Desires 2 Part 1 by Silent Soul Ken

My Little Pony: Dark Desires 2 Part 1

Silent Soul Ken, Apple Bloom, Applejack, Balls expansion, Big Boobs, Big butt, Breast Growth, Butt growth, Domination, Domination/Submission, Fluttershy, Futa, Futanari, Growth, Huge butt, Hyper, My Little Pony, Penis Growth, Transformation, Twilight Sparkle, gender bender, huge boobs

So this is an official continuation of the previous Dark Desires, but focuses on another member. Part 2 will be written at a later point in time as I'm writing other stories at the moment.

My Little Pony: Dark Desires 2

Written by Silent Soul Ken

Summary: When Fluttershy comes across a strange flower, it releases a spore that ignites the darker desires in her heart. She is unable to suppress these desires when she comes across a certain spoiled filly by the name of Diamond Tiara.

-Part 1-

Birth of a new Desire

Fluttershy walked into the dark forest, one hand rubbing the sleep from her eyes while the other was pulling down her top to cover her breasts. The wolves had been making a ruckus since the whole night, ruining her sleep. She was, as many thought of her as, a patient pegasus when it came to animals so she was only slightly upset. However this status of being mildly upset caused a slight aura that made some of the larger beasts run at the mere sight of her. Not that she saw that, since they clung to the darkness.

She eventually saw a wolf standing at the entrance to their nesting grounds; it was staring at her expectantly, "Alright what's the commotion about?" She asked wearily. It whined then barked and walked toward the nest.

Fluttershy followed, she could hear growling but saw no wolves around her. She soon discovered that this was because the pack was gathered around in a circle growling and snarling at something.

When her hooves sounded in their ears they turned and swarmed her, whimpering and whining for help. She could understand that whatever it was they were extremely afraid of it. She looked over their gathered furry bodies and saw... a flower?

It was an unusual flower to be sure, it was a dark brown with white spots covering it sporting a very large bulbed head. She walked up to it and leaned in to get a closer look, "What a strange flower I wonder if Twi-" she began only for the flower to suddenly puff up and the bulb opened. She was hit with a spray of spores right in the face. She coughed and gasped, inhaling the spores.

Even as she backed away she felt dizzy and lightheaded, "F-Find... T-Twilight." She gasped and fell unconscious.

-Sometime later-

Fluttershy woke up groaning, alerting those nearby to her return to consciousness.

"Fluttershy? Oh thank goodness you're awake. Um, don't get up too quickly, take it slow." Said the voice of Twilight Sparkle. recently made princess, one of her best friends, and an expert on magic and strange phenomenons.

The gentle Pegasus opened her eyes and saw her friend.Fluttershy smiled, "Thank you Twilight I'm sure you can solve this problem in no time." She said, Twilight however looked puzzled.

She looked Fluttershy up and down, "What problem? The wolves just brought me to you and you were unconscious?" she said with a cocked eyebrow.

The pegasus sat up, "Oh," She blurted, she had once again forgotten that Twilight couldn't 'talk' to animals like she could so she was in the dark. "I'll explain, the wolves called me over because there was a bizarre flower in their nest and when I got near it, it sprayed some kind of spore at me. I asked the pack to get your help as I was passing out." she explained.

Twilight nodded, "I'll take a look right now." she held up her hand and her horn glowed as did her eyes. A light came from her hand and she ran it up and down Fluttershy's body, after a few seconds she lowered it and the glow vanished, "I don't sense or detect anything apart from some sleep deprivation." she said.

Fluttershy blushed, "Well I've been cleaning up lately because of the Crusaders they're sleeping over later today while I teach them a bit about what I do." she said, "I... don't have anybody to help out. So I've been working really hard and haven't had much sleep yet."

The alicorn frowned, "Why not ask Applejack or Rainbow Dash for help?" She said.

The animal lover shook her head, "It's fine I'm... particular about where my stuff is I want to know I can find it. Plus I like things to be organized a certain way so I'm better off just doing it myself. Also Applejacks' been... odd lately." she said.

Twilight sighed, "Yeah but if you say so, but uh mind telling me what this flower looked like?" she asked.

Fluttershy nodded, "It was mostly brown with white spots, it had a large bulbed head too. I guess it vanished after you arrived or after it sprayed me." She wondered aloud.

The studious alicorn nodded, "Alright I'll look it up." she said, already moving for the door, "Take care!"she called as she passed the threshold of the door, her wings flaring as she took to the sky. Fluttershy sighed, closed the door, and went to continue cleaning up her house.

-Later that night-

Fluttershy was twisting and tossing on her bed huffing, her body felt like it was on fire and thoughts that she never thought of before sprouted in her mind. She thought of her friends but they were naked and bearing their bodies to her. As she saw them she felt a desire to pounce them and kiss them. But as the images continued her friends got smaller... no! Not smaller, they were becoming younger reverting back to their filly days. Fluttershy panted as she felt a new sensation at her groin.

Her hands moved fumbling for it, she felt it, a fleshy rod-like object that was growing bigger and bigger, and a pair of spheres hidden behind a fleshy sac of fur. She knew what it was but she couldn't wake, it was part of the dream, she told herself she was dreaming of being a stallion and mounting her filly friends and pumping them full of her hot spunk. But even as she pumped them till their bellies were so large their bodies were dwarfed her nuts swelled larger and larger somehow. She ravaged her friends, their faces in a state of orgasmic bliss. But it wasn't enough Fluttershy needed more, she needed to fill more fillies with her hot seed.

Angel the bunny was cowering in a corner as it watched Fluttershy's new dick grew bigger and bigger as did her new shining testicles that were swelling at an alarming rate. The bunny ran the moment the pegasus' dick began to spurt out large hot ropes of jizz everywhere. For Fluttershy she would dream throughout the night pumping her seed into all the fillies in equestria and would only realize in the morning that the dream hasn't quite been just a dream.

-The Next Morning-

Twilight rubbed her chin as she stared at the whimpering pegasus who sobbed quietly. "This is... bizarre." she said, between Fluttershy's legs was a large phallus about 10 inches long soft, it was yellow with some black mottled spots here and there. But what was most alarming were the pair of great, big, fat and clearly overfilled testicles that even now grew visibly bigger and bigger. Twilight had been woken by Angel who had hopped through her window early in the morning and had dragged Twilight to Fluttershy who had just woken up. Fluttershy had told Twilight of her dream however she didn't mention anything about the fillies worried that her friend would see her as a freak and monster while Twilight was utterly flabbergasted as to how this could've happened. "I looked up everything I could about that flower and found nothing. But to think that it would cause this... you might have to cancel that sleepover." she suggested.

But Fluttershy shook her head, "I simply can't! This is part of a lesson they're taking, I have to do it! Besides, I can refuse another time." she said, "Oooh it keeps getting bigger." she moaned as she stared at her now still swelling balls.

The alicorn frowned then a thought occurred to her. "Maybe we can squeeze it out?" she suggested.

Fluttershy's face turned a lovely orange, "S-s-squeeze?" she sqeauked.

Twilight coughed, "Y-Yeah you know like milking a cow?" She said.

The gentle pony's cheeks puffed up in irritation "I am not a cow." she said almost in a snarl.

The alicorn shook her head, "It's an example, look we need to get you smaller somehow and this just came to me, let's try it and if it works then we have a solution if it doesn't I swear I'll work with Zecora to make a potion to try and fix this." explained the princess.

Fluttershy was silent then she nodded, her cheeks deflating, "O-Okay." she watched as Twilight held up her hands her horn glowing she felt a warm hand on her dick causing her to squirm. As she found it didn't take much to get her new dick hard. It seemed her dick followed the same philosophy as the rest of her body. Even amongst the myriads of ponies Fluttershy had generous proportions, her breasts for example were the biggest in ponyville followed by Pinkie Pie as the second largest. However her butt was the third biggest in ponyville first belonged to Rarity with Applejack at a close second. Though lately there had been a slight increase in ponies with large busts and butt.

Anyway her dick swelled larger and larger till it was fully erect, and at that point it was a rather sizable 18 inches long and 3 inches thick. It seemed that no matter what she was 'blessed' with generous proportions. It throbbed visibly pulsing as it stood erect the purple aura squeezing down on it by this time Fluttershy was moaning and began to play with her breasts with her fingers pulling and teasing her nipples. Twilight swallowed she didn't say it but staring at her friends cock made her feel hot, and gave her a strong desire to suck on it. Thankfully her reasoning and morals held strong with 'She's your friend you're doing this to help,' repeated over and over again like mantra.

Fluttershy's mind was going blank, she could feel her body get hotter and hotter, sweat starting to accumulate on her body making her coat slick. Her cock's large size made it sensitive to the point that she felt like she was being groped by several hands which only served to make her cock even harder. She felt her balls start to swell, and through hazy eyes she could see her balls growing even more rapidly. "Tw-Twilight it's not gonna... Mmmm!" she moaned her cock throbbed and bulged the head flaring, "Ohhh I feel it! Something's... coming ouuuuut!" she cried closing her eyes and throw her head back as her cock then began to fire it's heavy load.

Cum spurted out of her dicks rather sizable urethra like a fountain a stream of white that hit the ceiling causing the jizz to splatter everywhere. Fluttershy moaned as her cock continued to shoot jizz then she felt the magical hands vanish and her dick began to bounce wildly a like a water hose spraying everywhere she couldn't hear the window's break as her dick discharged wildly. Eventually she began to give a few weak spurts that caused her hips to spasm briefly. When it was over she sighed and opened her eyes to see the room was a sea of white; the walls, ceiling, and floor were covered in hot ball cream much more than earlier that morning. Fluttershy looked down and saw to her delight her balls had indeed shrunk down quite alot, but was dismayed when they started growing again.

The voice of Twilight suddenly sounded, "I am not doing that again." she said the pegasus looked and saw a dripping gooey Alicorn princess standing there covered from head to toe in horse cum. "My theory was correct... unfortunately it seems to be a temporary solution. But it'll do till I find out what in the name of Celestia that flower is." She held up her hands and all the cum around and on her began to float up before amassing into a neat blob. She then looked back towards Fluttershy "I'll see you later." And this time she teleported out. Fluttershy though barely registered her friend leaving.

She was staring at her dick and balls with a wide eyed fascination, "I can cum... " she knew this but seeing it actually happened helped fully dispel that it all happened in her dream. "I can... cum... " she bit her lip as she felt it the desire to find a filly and fuck her full. Tonight would be a test of her will, could she resist fucking the Cutie Mark Crusaders? "What am I saying? Two of them are the sisters of my best friends I can't do that!" She resolved, a resolve that sounded thin enough to be broken within seconds.

-Later that Evening-

The knock on the door alerted Fluttershy, who had just finished jacking off down in the basement. Her balls had shrunk down to the size of honeydew's and she had used a towel to tie up both her cock and balls. She resolved she was ready.

She walked to the door and heard voice, "You're lucky you don't have to deal with these. It's a pain having boobs and a butt this big."

The pegasus swallowed.That had been Sweetie Bell talking "What? You kidding?! You see how ponies look at you? You're like the biggest talk in town!" Exclaimed the voice of Scootaloo.

A sigh followed, "Ya'll don't get how much of a pain it is carrying these things, I feel like I got water balloons on mah chest." Came the voice of Applebloom.

Fluttershy opened the door and began to sweat. Standing there was the Cutie Mark Crusaders but a much different Crusaders; Sweetie Bell and Applebloom were different anyway. Sweetie Bell had a large bottom that her dress was hiked around, revealing her legs, and her chest was at least a D-cup which looked enormous on her small frame. Applebloom seemed to be the opposite, where her breasts were so large that her top was pulled up revealing her belly, but her bottom was squeezed by her jean pants. Fluttershy swallowed as she felt her dick throb under the towel. "W-Well hello there." She said, sweating profusely. "C-Come in." She said, the three fillies stared at her sweating face.

Finally Scootaloo addressed the stallion in the room, "Are you ok?" she asked.

Fluttershy smiled her lips twitching, "Of course I-I just wish to proceed with the lesson though." she said.

The three looked at each other, then Applebloom sighed, "What you wanna see if they're real?" She asked pointing at her and Sweetie's bosom. Fluttershy shook her head rapidly, "You sure? "You're not gonna get jealous or somethin'? She asked a nod. "Alright." she said her voice sounding relieved. "C'mon I wanna know how she has all these animals under her thumb!" she said excitedly she skipped inside while Sweetie Bell and Scootaloo walked.

Fluttershy was sweating so much that one could hear the drops of sweat falling. "Just stay calm and take it slow, stay calm take it slow..." She began to repeat it in her head as she walked in to start explaining her job.

-Several Hours Later-

"And that's how you deal with a bear with back problems," Fluttershy said as she pulled on the bears neck while pressing down on it's back with her feet. The 3 fillies looked agog at how easily she handled the mighty creature. They clapped amazed at how strong the pegasus secretly was. Fluttershy smiled though she had to stare at the bear to avoid watching those breasts bounce from the hand clapping she looked at the sky, and saw it was night. "Oh y-you should get ready for bed soon" she said.

The three looked up, "Oh yeah... um where will we sleep." asked Sweetie Bell.

Fluttershy shook, then she cleared her throat, "Ahem you can take my room I'll sleep downstairs." she said.

Applebloom looked concerned, "Ya sure because we can sleep downstairs no problem." the filly reassured.

Fluttershy nodded, "Oh it's quite fine," she got off the bear which gave a grunt and walked back into the forest, "If you need to use the bathroom it's downstairs." She said, the 4 walked back to her place where they got dressed, brushed their teeth and went to bed.

Fluttershy, though, couldn't sleep, she was afraid to, she knew she would have dreams, dream of her walking up to her room where they slept and violating them in their sleep. Even as she laid on her sofa her dick throbbed and her balls swelled growing larger and larger. "Ohhh I can't take it!" she groaned and she got up and went to the basement; by this time the wrappings were forced to come unravelled, revealing her leaky dick, and her ever swelling balls which were now as big as watermelons throbbed as they wished to empty their heavy load into a young filly. She panted as she got to the bottom of the stairs where already a dried puddle of cum was. She grabbed her hot dick and began jerking as hard as she could. Teeth clenched and eyes rolling she huffed as her hips thrusted forward and back.

"Ooooh" she moaned, "Oooh I want to stick my dick in a filly!" her dick bulged then it began to shoot wildly spraying cum everywhere hot thick ropes flying and splattering the walls and floor. She but even then she just stroked her dick harder, her balls refusing to shrink pumping more and more cum out. "I want to go up and fuck them but... but I caaaaan't!" Fluttershy cried out and she fell onto her back her hips thrusting wildly into the air as cum spurted out into the ceiling. She panted, her hands falling to her side even as her dick flailed about spurting jizz everywhere. "So... so tired." she moaned and she closed her eyes falling asleep.

-Next Morning-

"...shy... Fluttershy!" Fluttershy sat up only to bonk against the head of Twilight the two recoiled back rubbing their foreheads. "Ow... at least your awake." she said.

The pegasus looked at Twilight, "Oh sorry Twilight I passed out last night... what about-?" she didn't want to say filly so she bit her lip.

Twilight sighed, "If you're asking about the crusaders no they didn't see I came early in the morning to talk to you by that time they were awake and hadn't seen you so I sent them home and came down here, I'm surprised they didn't smell the cum- I could smell it from outside!" she said.

The pegasus nodded in thanks, "So did you find a solution?" She asked.

The alicorn lowered her head, "I'm sorry, I haven't. This is totally out of nowhere; I plan on talking to Zecora about a potion, but until then take this charm." she reached for her neck grabbing a necklace and handing it to Fluttershy. "This should at the very least make your endowments invisible to the eye, but it won't get rid of the smell or what comes out. I'll be making another charm to deal with your..." She paused, looking for the right word. "Excess. Give me some time."

Fluttershy nodded and placed the charm on her neck.

"Oh wait, before I forget, it won't make it invisible to you sadly, just be careful where you go." Came Twilight's final word before she teleported.

Fluttershy wasn't worried about that, by this time she didn't mind seeing it, in fact she was now invigorated by it. She had always been a low energy pony but now with this cock she felt energized and alive, with an almost frenzied energy. She thought about her day she didn't have anything to do... and today was a school day for ponies. She licked her lips and got up, even now her balls, which she was sure Twilight drained, were swelling bigger and bigger but she knew why, even the mere thought of a young filly made her heart race, and her body shuddered with adrenaline. She went upstairs to get some clothes - some very loose fitting clothes.

-Ponyville Schoolhouse-

Fluttershy glanced from behind the wall where the young ones were having playtime. Even now her balls were so large they had made a small path. Nobody had noted it yet but those that did would blame it on moles. She was thankful for Twilight that the spell made her cock invisible but she wondered what other ponies would think if they saw her. Already her cock was dripping with pre and a bit of real cum as well. Her breaths were coming in as harsh huffs as she looked at the fillies. There was Crusaders, who were oddly left alone by the colts and fillies. However glaring at them was Silver Spoon and Diamond Tiara, both having faces of clear jealousy on them.

While it was true that neither were quite as voluptuous as Sweetie or Applebloom the thought of them being so made Fluttershy's heart race. That being said she heard of a special drink going around lately that was causing ponies to grow their breasts and butt larger. While she hadn't found it she was curious to buy it. "Mmmm so much bigger." she moaned licking her lips, her balls now so big she could feel them spreading her legs slightly. She had to cum and soon, she moved heading for the treeline that surrounded the school.

When she was out of the way she leaned against a tree her dress thrown aside as she began to stroke and pump her dick sitting on her balls which by this time were almost as big as overstuffed beanbag chairs. She jerked and panted as she looked at the fillies laughing and playing, imaging them playing around her dick. Nude and innocent, bouncing on her cock hiding around her balls. She could see the sweat making their clothes nearly see through it gave her a clear picture of their bodies and muscles. Save Diamond Tiara, who just kept glaring, Fluttershy felt a sudden urge fill her, an urge to take Diamond and just penetrate her for hours on end.

She wanted to see that arrogant glare turn into a lustful gaze, see that scowl turn into a delirious cock loving smile, and see that belly pumped to the maximum with cum. Both hands were pumping wildly now cum already spurting out with each stroke but it wasn't a full orgasm, not until an image sprouted in her mind. Fluttershy grabbing Diamond Tiara by her legs and pulling down while her cock blasted cum, the filly's belly so large and swollen it outsized her body. Teeth clenched, eyes rolling she let out a gurgling moan and her legs jerked and twitched as she spurted out hot heavy loads like a hose. She let go letting her cock jerk and bounce spraying wildly.

After a full 30 seconds of cumming Fluttershy glanced back they were still playing, and her balls had just shrank to the size of beach balls. A delirious grin on her face, she began to pump her cock again, her mind creating so many scenarios it would've made a lesser mind dizzy. But she reveled in them and began to plan how to turn them into reality.

-25 minutes later-

Fluttershy was sitting on the ground, large white puddles all around her. She had masturbated till it hurt and her balls had shrunken to the size of watermelons. But she didn't have her fill yet, but she now had a plan. More, she mused as she saw the young ones walking back into the school, she knew how to execute it. But first she had to clean up, she pushed herself to her feet and grabbed her dress, putting it on she began the walk home.

When she got home her balls had become as big as pumpkins again but she could handle the weight, in fact if anything they felt light compared to the massive burdens they had become before. The constant stress of dealing with her ever growing balls made her legs even stronger than ever. She went to the shower, both to relieve herself even more and to wash up for her... negotiations.

-The Rich household-

Fluttershy sat in a very expensive chair wearing a wide skirt to hide her massive endowments. Before her sat Spoiled Rich, wife of Filthy Rich and mother of Diamond Tiara, "You're saying that you will take my daughter in to teach her managing skills?" she asked.

Fluttershy giggled, "'Taking in' is a strong term, I'm merely offering to babysit her, for free. She will simply be a live-in student." she clarified.

The pink-skinned purple hair pony stroked her chin thoughtfully. "And what about her education?" She asked.

Fluttershy smiled, "She can take her normal classes with the rest of the children, but the others that you hired tutors for I can substitute those quite well. My job requires me to deal with the various animals in the forest often, I need to negotiate with them and coerce them to do certain things. I'm skilled also in managing resources, funds, and persuasion. All things needed to run, say, a big business company." she explained.

Spoiled Rich rubbed her chin thinking about it, _'Is she telling the truth? Could someone as meager as her really know all this?'_she thought.

The pegasus smiled, "Say, could you convince a bear couple with a child from advancing on the wolves home in order to find shelter? Especially if those wolves numbered 16 while the bears are just 2 adult bears and a child that's hungry and needing a warm home?" she asked.

She rubbed her chin thinking it over, that was an impressive feat, one she remembered reading about in the local paper a while back. "And I don't have to pay you for any of this?" she asked.

Fluttershy nodded, "You don't have to pay it, I'd prefer if you didn't, it's entirely up to you. That's not really what I'm doing this for, I just wish to do my best to help everypony." she explained.

The sound of a door opening sounded, "I'm home mother!"

Fluttershy felt her heart race as she turned and looked to see Diamond Tiara standing there, a maid grabbing her things off of her. "W-Who is this? Why is she here?" She asked, nose upturned and tone snobby.

Spoiled Rich looked at her daughter, "Ah Diamond come here. Now." she ordered, and her daughter did so, "This is Fluttershy, she will be looking after you for a while, you will be staying with her for your education. I hope with her at least you will not be so belligerent." she boldly said her last line at a normal volume, uncaring as to the comment's sting.

Diamond scowled, "I cannot be seen with this... this... pauper!" she snapped.

Fluttershy just smiled, but deep within she was savoring the discipline she would dish out to the filly, the lovely, hot, and sexy discipline.

Spoiled glared at her daughter, "Young Lady if you keep going at this rate we will have to disown you, your attitude lately has been laughable and your own skills detestable. At this point when we pass on the family business will have to be taken in the hands of some other dullard, we cannot allow that. You will learn under Ms. Fluttershy, whatever she tells you will do, and if I receive even the slightest complaint you will be cut off for a month, do you understood?"

Diamond's pupils shrank as she physically recoiled. "But mother!" She whined.

"No." Spoiled said simply, elaborating with. "You will do as you're told, for once lately, you will obey me. You are on thin ice as it is. Now go pack your things."

Fluttershy almost whimpered with arousal as she had to take in the sight of Diamond Tiara's adorable pout, complete with slightly wet eyes as she tried to stare down her mother. It failed, but Fluttershy was insanely glad for Twilight's spell, lest everyone notice the circus tent she was pitching right now.

"Fine." Diamond stamped her hoof and turned on her heel, assumedly going for her room.

"I have some of my friends outside to help carry things." Fluttershy helpfully piped up, referring to the small group of her animal companions outside. It was actually some of the pack she had mentioned before, who had been more than happy to repay the debt they felt they owed her.

"What~ever!" Diamond snapped back over her shoulder as she began climbing the stairs upwards.

Fluttershy turned at the sound of a exasperated sigh. Spoiled was massaging her temples with her perfectly manicured hands.

She sent Fluttershy a look through a slightly bloodshot eye. "While my daughter is away I would like to ask one last thing of you. I'm sure you've noticed my daughter is... less than well behaved..."

Fluttershy remained pointedly silent, trying not to gush about how perfect Diamond's actions actually were for her desires.

Spoiled continued, "Neither my husband nor myself have ever resorted to any vulgar forms of punishment, but I understand that not everyone is the same." Her voiced dropped lower, "As long as my daughter's behaviour improves, you have my permission to discipline her in your own way."

Fluttershy bit the inside of her cheek, hard, and clamped a few select muscles tight as she felt her skirt become sullied with precum; her wildest fantasies were coming to fruition, this could not be more perfect!

"I-I'm sure I won't need to do anything to extreme." She stuttered, slightly dizzy from the effort.

"All the same, what's important is results." Spoiled claimed, turning her nose up to stare imperiously down at Fluttershy.

Fluttershy bowed her head slightly, "Very well I shall do my best." she acknowledged, "Perhaps though I should get that in writing." she said, "Just in case I need to make my point clear to her?" came the suggestion.

Spoiled nodded approvingly, "Yes... yes! Very well I'll do that, please wait outside." she said. She got up and walked to a desk and pulled out a piece of paper and ink quill. While she did that Fluttershy stood and headed outside. Outside were two bears and a large wolf. The bears had harnesses on their bodies while the wolf had a saddle. After some time Diamond Tiara came out with some maids and her mother - the latter holding a scroll that Diamond was sending curious looks.

She handed it to Fluttershy, "Here an official agreement and document." She said, Spoiled turned to her daughter, "Diamond you will behave, you already know the consequences if you don't." she said harshly. Diamond's ears were folded back on her head but she nodded and walked toward Fluttershy who held out a hand to the wolf. The wolf glared at Diamond who could only recoil in fright, but it lowered its body down and after several seconds of looking between Fluttershy and her mother she jumped onto it's back, letting out a small sqeauk when it rose.

Meanwhile the maids bounced from one foot to the other in nervousness as they looked fearfully at the the bears. Fluttershy attempted to soothe them with, "Oh don't worry they wouldn't hurt a fly." and walking up to one and rubbing it's head reassuringly.

It did little to ease their fears though, it was still a massive predatory creature capable of rending them to pieces on a whim; they moved quickly to place the various briefcases on the harnesses.

"I'll take my leave, have a wonderful evening Mrs. Rich." Fluttershy waved as she turned and left, her entourage following behind her. "I wouldn't grip his fur too tightly, it took a lot of convincing for me to get him to do this." The gentle pony called back to Diamond when they were out of Spoiled Rich's earshot.

Diamond did as she was told, causing a sparkle to come to Fluttershy's eyes. "I must admit I'll be enjoying your first discipline when we get home." A deranged grin appeared on her face, "I can't wait, I almost want to start now... but here would be inappropriate."

Diamond Tiara didn't know why but that smile and the words made her heart quiver with fear.

-Fluttershy's Home-

Fluttershy stood at her slightly redecorated house, well redecorated wasn't the word for it, remodeled was more apt. It was bigger, and more spacious. She had asked Twilight to use her magic to remake her house to allow guests claiming that after the sleepover with the Crusaders it would be best for her to have another space so that everybody was comfortable. Twilight accepted, as it was also a chance for her to test her new magical power on something practical.

Fluttershy walked inside, the bears shaking the harnesses off and pushing the briefcases inside after her. Meanwhile the wolf lowered itself and Diamond slid off. She approached the house hesitantly, still unnerved by that expression on Fluttershy's face from earlier. But when she entered she saw Fluttershy sitting on a sofa, gently patting the seat on her right. Diamond approached but still felt a sign of danger filling her.

When the final briefcase was inside the bear closed the door, leaving shortly. The two ponies were alone now and as Diamond approached she saw that Fluttershy was shuddering and her dressed seemed raised up somehow. Fluttershy kept patting the seat, "Come, sit... I have something I need to tell and show you." she explained.

Diamond, for once, obeyed and sat next to Fluttershy, who pointed at a sheet of paper, "Do you see that? Read out loud what it says to me." she ordered.

Diamond took it and began to read, and with each line her eyes widened further with horror, " I, Spoiled Rich, hereby give authorization and total permission to the owner of this agreement, Fluttershy, complete and utter authority over Diamond Tiara. This includes disciplinary measures, of the owner, Fluttershy's, reasoning. The owner also holds complete authority over Diamond Tiara, should such authority be challenged consequences can be dealt by the owner as they see fit. This agreement is an official documentation of said powers and cannot be annulled unless the owner wishes to annul them. Signed Spoiled Rich of the Rich Household." Diamond Tiara was trembling.

It was then she smelt it, an unusual musty smell that was now filling the room. She knew where it was coming from and she turned slowly, shaking as she looked at Fluttershy. In her hand was a necklace, which had previously adorned her slim neck, and between her legs was a great, towering cock. A mottled horse cock with a huge flared head, and beneath that were a pair of balls that were so large they almost didn't seem real, each one was as big as pumpkins and, if she could believe her eyes, were steadily growing bigger!

"I've heard from your mother you've been a baaaaaaaad little filly." Fluttershy purred, fingers daintily dancing up and down her shaft, "I wanted you to read this now because I wanted to make something perfectly clear. I want you... I want your body, I want your spirit, I. Want. Your. Heart. And believe me when I say you belong to me now. I will not stop till you are mine completely though. We start now."

Diamond tried to run, bolting out of her seat in a surge of motion, fueled by pure terror and adrenaline, but Fluttershy was used to wrangling all manner of creatures far faster than one prissy little princess and grabbed her tail. In one clean motion she grappled Diamond into a smothering embrace and pulled the tiny filly into a hot, messy kiss.

Self control completely gone, Fluttershy all but jammed her tongue down Diamond's throat, moaning erotically at the taste as her hands explored the tiny body in her arms with aimless, frantic energy, gripping, pinching, stroking, and rubbing with reckless abandon.

Drool eventually began dripping down into their chests, Fluttershy's expansive bosom taking most of it, but Diamond's 'mosquito bite' tits were also sporting long ropes of saliva after a while. The liquid soaked right into Fluttershy's sweatshirt, but it slid down Diamond's top for a few inches before finally sinking in to press against her flesh. It was only when she felt Diamond's small hands pushing that Fluttershy released, reluctantly, parting her lips with the fillies. Diamond's face was crimson and she pointed a shaky finger at her, "W-What is wrong with you! Y-You can't-!" but she stopped as she knew that Fluttershy could, she could do this and more to her. "P-Please c-can we do this another time!?" she begged.

But that mad grin was on Fluttershy's face again, "I told you already I've been waiting for this for too long and I can't wait any longer." she grabbed Diamond's clothes and demonstrating her strength ripped them apart with a single pull. She tossed them to the side and grabbed Diamonds legs spreading them open. "Hmmmm here it is." Fluttershy leaned down to the small vulvas of a filly. "So naughty, so young, so..." she licked giggling as Diamond trembled, "Delicious." she began to eat out the filly who bit her lips grunting and groaning.

Diamond tried to tell herself, 'this doesn't feel good, this doesn't feel good!' it had worked for the first 8 seconds, but with each lick going deeper and deeper, she couldn't deny that she was enjoying it. Already juices were leaking out, and they only encouraged Fluttershy to dig deeper. Fluttershy's tongue then hit it, the filly's G-spot. Diamond screamed and her body stiffened as juices sprayed out into Fluttershy's mouth. Fluttershy took it all and when Diamond went limp she raised her head her tongue revolving around her muzzle and jaw licking up any excess juices.

Fluttershy smiled, "Now you're ready." she said and she grabbed Diamond by her bottom and lifted her up. Diamond was in a state of orgasmal bliss, when she felt something pressing against her crotch. She looked and her eyes widened as she saw the huge flared head pressing, she tried to speak but with a strong pull the head squeezed in, and Fluttershy sank 4 inches of her 18 inch length into the pussy of the Filly. Intense pain filled Diamond causing her to scream for at least 3 seconds. When she stopped she could only sob as Fluttershy pulled her to her large pendulous breasts petting Diamond's back soothingly. "Shhhh... it'll hurt for a few seconds... then... then it'll feel glorious." She said and she kissed Diamond's forehead.

Diamond Tiara thought she had hated her mother, but right now she hated Fluttershy so much that her body shook with the fury inside. But she couldn't do anything, Fluttershy had proven she was stronger, smarter... and crazy. The young filly would submit this time, but she would resist her with all her being after this she would never bow down to Fluttershy. That was a promise. Eventually the pain faded and when it did Fluttershy began to push Diamond down getting more inside, by now a large bulge was emerging from the filly's stomach. She kept pushing till eventually Diamond squeaked with pain. The futa pegasus stopped then began to move raising and lowering Diamond. Again the filly tried to deny the pleasure she was feeling but it was too strong for her. It wasn't long till she was panting and her body weakly moved herself up and down.

Fluttershy was in a haze she had many ideas as to how it would feel, but this was better than she could've even dreamed. It was hot, wet and tight the feel of flesh on her flesh was unimaginable and it only made her more excited. Her balls were so large now that her legs were being raised she had to cum and soon. She raised a hand placing it on the back of Diamonds head and forced it onto her large nipple. Diamond flushed but she didn't force herself off instead bit and sucked on the nipple hoping to discomfort Fluttershy but only serving to make her more aroused. "Oooh I'm gonna cum!" groaned the futa pony.

As she slammed her cock into the filly, Diamond's eyes rolled upwards and her mouth opened as she felt the hot seed gush into her young womb. Her belly bulging, but it wasn't long before she cried out in pain, tears building up and falling, "I-It hurts! My tummy hurts!" she moaned, Fluttershy didn't hear her though, "I'm gonna die! My tummy's gonna explode!" those words sparked a realization. If Diamond's died she would never be broken, well technically she would but Fluttershy would never be able to own Diamond's entire being. She would also never be able to make Diamond understand just how much in love she was with her. So she gripped the filly's butt firmly and pushed her up and off her cock with a loud wet pop! Her cock sprayed jizz everywhere while Diamonds labia spread, spewing out a torrent of cum as well. The two streams sprayed for a full on minute before both finally stopped.

Fluttershy stroked Diamond's sobbing head gently holding her close to her breast. "I'm sorry my treasure, how thoughtless of me. But worry not, the next time we'll both be able to enjoy this to the fullest." that crazed smile was on her face again, "of that I can assure you. You'll be able to take all of me the next time that's for sure."

Diamond Tiara could only shudder with fear.

-The Next Morning-

When Diamond Tiara woke up she found she was in a bed, she sat up and looked around wildly but Fluttershy was nowhere to be found. She blinked, wondering if she had dreamt last night, but the throbbing of her vulva and the still slightly bulging belly told her otherwise. She got up out of bed quickly, heading for the shower, but she heard voices and stopped. She opened her door to see Fluttershy standing there jerking her cock wildly while a purple pony with a horn and wings watched her blushing but otherwise maintained a blank stare.

"Cumming!" Fluttershy cried out and her cock spewed cum, her big balls deflating visibly as she shot an absolute torrent of cum. It sailed up high then came splattering loudly down. After 40 seconds she fell back, her balls the size of dodgeballs.

Twilight looked at the load then at Fluttershys' balls, "Is it just me or are your balls getting bigger each time? They used to be smaller when you first came." she commented.

Diamond had been hoping that the purple pony would help her but upon hearing this knew her hopes were dashed. It was a shame, had Diamond confessed what had happened Twilight would not have taken her friends new desires quite so quietly.

"Anyway, as I said all you need to do is hold this up and say, 'Absorb,'" she held up a charm and suddenly all the cum began to wobble then was sucked inside. "This will teleport it to my lab for study, just try not to do too much at once, I have to properly set up things for the excess 'excess' okay? I'll need a few days to set up the proper drainage and redundancies." the pony handed the amulet to the pegasus and she vanished in a flash of purple sparks.

Fluttershy held the amulet then she turned to the door that Diamond was poking out from, "Good morning my darling you should get ready for school. I'll pick you up after class okay? Hurry now, chop, chop!" she said in a 'oh so sweet' tone.

Diamond creeped out as Fluttershy went to the kitchen to make breakfast, she went to the shower and began to wash herself of the sweat, saliva and cum that covered her body. When she got out on the small table in front of the sofa was a plate of pancakes and chopped vegetables with a dressing. Fluttershy was already eating, her plate covered in the same food, albeit in larger portions.

"Eat." she offered pointing a fork at the plate.

Diamond glared at her then she turned her nose up,

"Be careful little one, your life is in my hands now." Fluttershy reminded her.

But the filly ignored her, walking to her room. Diamond Tiara got dressed and when she opened the door Fluttershy stood there, her cock smacking the filly's face, "If you won't eat your food I'll have to give you a protein shake then," she said and she reached forward.

The spoiled pony's face paled, "N-No I'll eat! I'll eat!" she cried.

She darted around the pink haired woman and ran back to the plate of food, only to stop and stare at it in disgust. But as she turned her head the huge horse cock was inches from her nose. She grumbled then stabbed a green and raised it to her mouth hesitantly, then it was in her mouth. She chewed but was surprised to find no odd taste, the dressing was ranch and tasted excellent and the greens were nice and crunchy. But she would never admit that, so she glared then ate the rest of her meal in silence. While it was not a 5 star meal it was better than what she normally ate at home. Clearly, her chef should be fired for a new one if this was what could be done with proper skill. She grabbed a napkin and cleared her mouth only to realize that Fluttershy was holding out her backpack.

"Have a wonderful day!" Fluttershy chirped with a warm smile.

-Later that Day-

Fluttershy hummed as she walked up to the shop that her friend Rarity owned, and she knocked on the door. Fluttershy was in a relatively good mood. She had just come from Zecora's having gotten the potion she wanted. Well, not exactly, Zecora had given her a temporary stretching potion. The zebra would make a permanent potion but had said something very interesting. She had mentioned that Applejack and Rarity had also asked for such potions. It drew Fluttershy's curiosity, so here she was, partially to get some 'costumes' for Diamond and partially to figure out why Rarity and Applejack needed such a potion.

The door opened, revealing the fashionista, "Ah Fluttershy, welcome! Do come in." she offered, stepping aside. Her nose wrinkled slightly but she didn't say anything. Fluttershy had bathed earlier but her balls put out such a musk it was impossible to cover up, especially when they reached down to her ankles. She had to cum soon, but first wanted to get her business done, "So how may I help you my friend?" asked Rarity.

Fluttershy smiled, "I need some... costumes, for a filly." she said, "Do you happen to a have a maid outfit? A really frilly one? Oh and with a choker?" she asked.

Rarity thought for a few moments silently before she spoke, "No, but I can make something like that within a few minutes." She said. "Would this happen to be for that filly I've been hearing you've taken in?" She asked, as she walked to her workshop to get started.

The pegasus chuckled, "I'll tell you if you tell me something." She teased.

As the white unicorn set to work she chuckled herself, "Very well fire away." her horn glowed, lifting up a silk cloth.

Fluttershy walked up, "I heard from a certain Zebra that you recently ordered and brought an elasticity potion. Mind telling why?"

Rarity stiffened briefly but forced herself to relax.

She turned to Fluttershy, "I need it for... a friend of mine who happens to have a unique... infliction." She said, "She happens to have a rather... unique relationship which forced her to take this potion." she said, "so now she won't get injured should her husband feel the need to... unleash the beast as it were." came the carefully worded answer.

Fluttershy nodded, "Very well, yes this is for that filly. I'm trying to educate her on being humble and I can think of nothing more humbling than a maid." She responded.

Rarity touched her chin with her finger tapping it slowly, "Tell me, have you heard of a potion that's been going around which causes females to have their breasts or buttocks enlarged?" She asked, the yellow skinned woman nodded, "If you are willing after I'm done come with this I'll show you where you can get some for yourself."

Fluttershy thought about the offer, calculating her time. She had about an hour before school ended for the fillies and colts, plus she had to empty herself soon - very soon at that. But she could spare at least 30 minutes before she had to attend to herself. "Alright I have the time." She finally said.

Rarity beamed, "Good let me get to work then." and she returned to her work.

Fluttershy watched her friend carefully, noticing a lightness and joyfulness to Rarity's step that she hadn't seen before. Her friend was happy for some reason, proud, in fact. She would figure out why later though, she was already imagining Diamond Tiara in a maid outfit and it made her heart race and her balls churn with anticipation.

-Ten Minutes Later-

"All done~!" Rarity exclaimed as she pulled the dress off the model and held it up to Fluttershy who had been resting in a chair.

At the words she sat up, attentive, and looked at the dress.

"What do you think?" She asked.

It was a beautiful black dress hovering in the air, it was frilly, and had a black choker where the neck would be that had a bell attached.

"Very nicely done, how much do I owe you?" She asked, reaching for her bag.

Rarity smiled, "For this I'll give it to you for free." She winked.

Fluttershy blinked, "Why?" came the simple question.

The white skinned unicorn giggled, "Oh you'll see, now come with me." She said, and with magic she wrapped the outfit and stuffed it into Fluttershy's bag. She then walked to an item on her workshop and opened a drawer. She pulled out a white shimmering cloaked and wrapped it around herself. Next she went to the front door and locked it then went to the back door, beckoning that Fluttershy come with her.

The pegasus, curious, did so. They walked out the back door which Fluttershy noticed was hidden by some bushes. She followed Rarity as she headed behind the buildings till she came to a small stand where a hooded pony was, this pony sounded female and wore a simple brown cloak which seemed dirty compared to Rarity's shimmering white one.

The brown cloak wearing figure was selling something to Bonbon. "Just drink one tenth an' you'll go up one cup, ah' guarantee it. Drink two tenths and you'll go up two" She said.

Bonbon nodded, "Good she's been complaining about my boobs so might as well try it out." She said, "Not that I haven't seen it in action before. Just uh... want to try it for myself." she hastily explained.

Rarity walked up, "But just having big boobs ain't enough, if you want to satisfy you need a bottom to go with it." She said and she grabbed a jar and held it up, "Take just a third of this and you're booty will gain 5 inches across." she said.

Bonbon looked at the two jars, they were both filled with a white substance, but the one in Rarity's hand had a slightly purple tinge to it while the one in the other ponies hand had an orange tinge. She rubbed her chin thoughtfully, "I'll take them both!" she decided.

Rarity smiled under the cloak, "That will be 50 bits." she said.

Bonbon paled, "For both!?" She howled.

The other pony shook their head, "Each." she confirmed.

The multi-colored pony shook her hand, "That's ridiculous! I could go to Zecora's for such a potion." she said.

Rarity chuckled, "Sure if you want to spend 150 bits for such a potion that would require a much longer preparation time due to careful measurements, and would be temporary. Ours is quicker, cheaper, just as measured, and 100% permanent." Bonbon was silent then she reached into moneybag and placed the bits in increments of 25. She then grabbed each potion and walked away.

The hooded pony looked at Rarity, "'Nother satisfied customer, say, whatcha doing here so early?" said the pony.

Fluttershy had her suspicions before, but she knew now who the hood pony was, "Applejack?" She asked.

The hooded pony jumped then turned she saw Fluttershy then turned to Rarity, "Whatcha' playin' at?! She's-" but Rarity held up a hand.

"She's a customer, dear friend. Isn't she?" She asked looking pointedly at Fluttershy.

Fluttershy bowed, "At your service." She said.

Applejack looked at Fluttershy suspiciously, "Ahright... how much are you willing to buy?" She asked.

The pegasus thought about it, already she was picturing Diamond Tiara with large breasts and a big bubbly bottom. "3 each." She answered, voice breathy, "I won't tell Twilight so don't you worry," she promised, "I have... special circumstances of my own." she explained.

Rarity got the potions and handed them to Fluttershy.

Rarity took the large coin sacks that Fluttershy gave her in return. "Pleasure doing business with you." She said and she bowed herself.

Fluttershy placed the potions inside and walked away.

As she did Rarity looked at Applejack "Did you smell it?" She asked.

Applejack blinked, "Smell wut? You know I work in a farm so I'm sweaty all over. Can't smell much than myself." She pointed out.

Rarity nodded, "Well I suppose I can smell it but she had a very strong musky smell about her." She said, "I've smelt it before, but it's not the same as sweat." she pointed out rubbing her chin with a manicured finger.

The farm pony scratched her head, "Really? I suppose you don't sweat much when you make clothes so what makes you sweat then?" came the question.

The fashionista was silent, "Well I get sweaty with... my lovely little sister and that's usually because she... Oh... oh ho ho ho ho," came the laugh from Rarity as realization hit her, "I understand completely." she murmured with a grin.

Applejack turned her head Rarity went to her ear and whispered "She's got the same problem as us." She said, "That smell is the same as us when we're, attending to our sisters."

Applejack thought then her eyes widened as she connected the dots "Is that so...? seems that Fluttershy got a... strange predicament of her own, doesn't she?" She reached for her groin "Now I wanna mount my sister..." she said with a growl.

Rarity chuckled, "So do I, and we shall, but later: we have a business to run!" And she turned to the front stall where a pony was walking up, looking nervous.

-Ponyville Schoolhouse-

Diamond Tiara was flushing red, earlier her mother had come in to inform the entire school that Fluttershy was taking her in. She also said that if Diamond was misbehaving to tell the teacher who would tell Fluttershy as she was in her custody. Not only was this humiliating but it was also irksome as the other fillies and colts talked about telling the teacher about the times she had bullied them in the past. She had to beg them to not tell, further adding to her humiliation. As a result she was in a severely bad mood.

It was near the end of class and she was staring at the clock waiting for it to tick down to the end of class. "Now then, homework!" came the voice of Miss Cheerilee, "For tonight I want a 5 page report on how cutie marks can indicate one's personality." As she walked past Diamond she smiled, leaning in, "I must say this should be easy for you, you're with miss Fluttershy. She's an excellent and reputable pegasus, plus her cutie mark matches her personality so well it should be a good example!" She gushed.

Diamonds temper flared, "She's a freak!" she snapped.

The teacher's smile faded quicker than water washing mud, "Diamond! Miss Fluttershy is not a freak! She is a good natured being and I will not hear such insults!" She snapped her voice sharp and acidic.

Diamond stood up, "And you're an imbecile for believing her! If you you knew what she was really like! She's... she's-!" but Diamond couldn't say it, she had no proof of her claims. If she said what she wanted to say she would be labeled as being deranged. "Never mind, you'd never understand...!" She huffed, sitting down and forcfully crossing her arms. No sooner had she done this then the bell gonged.

She was about to stand when Cheerilee's strong hand grabbed her shoulder forcing her down.

Diamond looked up and quivered at the face staring at her. "You will stay right here missy!" Cheerilee snarled.

When all the students were gone Fluttershy walked in, "Oh, did something happen?" She asked, seeing Cheerilee looking sternly at her beloved.

Cherilee removed her hand but pointed at the chair, telling Diamond to stay seated, she then walked up to Fluttershy, leaning in close.

"What's wrong?" Fluttershy asked again, voice low.

Cheerilee huffed, "She's been in a bad mood all day and had the nerve to insult you! Honestly! She called you a freak for Celestia's sake!" The teacher huffed, voice perfectly pitched to keep Diamond from hearing.

Fluttershy smiled, "Is that so? Well then I'll be sure to deal with her." She said, turning her gaze to Diamond who quailed under the gaze, "Thank you miss Cheerilee."

She turned to Diamond, "Come my dear, we must hurry home." She said in a voice of such sweetness it was haunting.

-Fluttershy's home-

Fluttershy closed the door with a bang.

When Diamond turned to look at her new... owner was an apt word, all things considered, she was giving the filly a cold glare.

"It seems you need to have your mouth washed out," she said, licking her lips, "I have just the thing to wash it out with as well..." Fluttershy growled. she set her bag down and slipped off her necklace, tossing it into her bag negligently.

With a shimmer, like a mirage in the desert heat, her cock and balls magically appearing. Her balls the size of watermelons and growing ever larger by the second. She then bent down and grabbed the stretching potion.

"First, some soap." She said as she brandished the potion menacingly. Once again, Diamond attempted to bolt to her room in the hopes she could barricade the door, but with speeds that didn't seem possible when you considered just how weighed down she was, Fluttershy was standing in front of her.

Diamond recoiled, briefly opening her mouth to gasp, before a thought occurred and she snapped it closed. A second later Fluttershy's dainty hand snaked forward to hold her nostrils closed.

The next two straight minutes were spent in a staring contest. A slow smirk forming on Fluttershy's face as she gazed down at her beloved. Diamond's gaze grew more and more blurry as tears built up in her eyes, both from a lack of air, as well as her eyes growing more and more dry. Eventually, with a jerk she opened her mouth and inhaled sharply as she hit her limit.

Fluttershy was nice enough to give her two solid breaths before she plugged her little mouth with the potion vial.

Diamond Tiara wanted to retch or spit it out, but she couldn't because Fluttershy's grip on her muzzle was powerful. She swallowed it, and only then did the yellow mare release her,

"Good... now then, to wash that filthy mouth of yours!" Fluttershy crowed, voice warbling with anticipation.

There wasn't a single second of hesitation in her next actions, one second she was holding the potion vial to Diamond's lips, and the next the massive flared head of her cock was barreling past her lips, blasting pre-cum across her muzzle and stretching her lips to what must be their limit.

Diamond didn't even react right away, the yellow mare had moved so quickly. It wasn't until the head of Fluttershy's cock rammed into the back of her throat she finally reacted with a full body jerk, only to release a muffled, startled cry as her throat stretched unnaturally and Fluttershy's angry shaft delved into her esophagus. She suddenly remembered what Fluttershy had said. "But worry not, the next time we'll both be able to enjoy this to the fullest."

This was what the crazed freak had meant! Now her body could stretch beyond it's normal limits.

"Mmmf! All the way! ALL THE WAY!" Fluttershy grunted, screaming as the pleasure bullied past her normally quite sensibilities. It felt so good, she couldn't get enough!

She pulled out, only to slam back into the tiny filly's face, her obscene cock sliding in and out of Diamond's oral cavity with unnatural ease, making wet slurping sounds as she moved as quick as her muscles would allow.

Diamond could do little but reach up and put her hands over Fluttershy's, which were gripping her hair in two fistfulls tightly, to try and prevent her precious hair from being torn from her skull. She had to also deal with Fluttershy's massive balls swinging back and forth, slamming into her sternum painfully due to the speed the yellow freak was plowing her throat. The smell of those monstrous things was making her light headed and nauseous, it was disgusting!

All of this combined left the poor filly once more with her eyes rolling back into her head as her tiny body was overwhelmed and abused.

Fluttershy spread her legs wider, lips parting as she panted hard. She was balls deep in her beloved's throat! It was so good, so amazing! She was in a rhythm, pulling out all the way until the flared head of her cock caught on Diamond's teeth, before she would slam forward and bury her tiny nose in her crotch, her balls tingling pleasantly as they impacted Diamond's tiny little titties. The pace was brutal, and would likely have destroyed the little girl if she wasn't full of elasticity potion, but that was why it was worth every bit, wasn't it?

Taking a small breather, Fluttershy grunted as she smashed Diamond's face flush against her crotch, working her hips in little jerks and circles as she enjoyed the sensations assaulting every inch of her monstrous shaft. Her head slowly tilted back, her eyes near watering as the ecstacy overwhelmed her.

Diamond took this chance to punch and beat on Fluttershy's big, pendulous, and ever growing balls. However the action only made Fluttershy's heart race, it may as well have been a massage a rough but invigorating massage. If anything the action only urged her balls to grow even larger, "Ooooh keep it up I'm gonna cum!" moaned the pegasus. She began to thrust again, "Just a bit more!" she groaned, "More! MORE!" she was thrusting wildly now, her mind utterly lost in the pleasure, her fingers tightening around Diamond's hair almost digging into her skull. "It's coming!" she moaned, "I'm... gonna... CUUUUUM!" she cried out and she pushed forward and pulled Diamond's head in. Her balls clenched and rose up as she began to discharge the heavy load in her nuts. Diamond by this time was nearly unconscious, her eyelids fluttering, her eyeballs rolling up but when Fluttershy pulled her in, the pegasus' nails dug into her skull the pain waking her up only to feel something pouring into her stomach. She reached up feebly her arms desperately grasping for a hand something. But then the smell of cum filled her nostrils, the stink filled her brain and her senses shut down knocking her unconscious.

Fluttershy gently rotated her hips against Diamonds limp body, it wasn't long till she felt the bump against her legs and knew that it was Diamonds belly bumping her. She didn't look down yet closing her eyes letting the orgasm flow then slowly peter out. She sighed and pushed Diamond Tiara off while falling backwards as well. She landed on her butt, but was quite fine and she looked at her handiwork. Diamond Tiara may as well have been a living balloon she was so bloated she was almost completely spherical. Eventually she got up and examined it from all the angles. Diamond was utterly knocked out her blank eyes attested to that, Fluttershy was eager to put clothes on her and pump her full of the special growth potion when she realized 2 things. First Diamond wouldn't fit her clothes now, second even if she did give the potions she would be unable to see any real change due to the bloated sphere that the filly had become.

She was angered but quickly calmed down as a third realization hit her. Tomorrow was a weekend meaning no school, ergo she would have Diamond Tiara to herself all day tomorrow. Her balls churned and began to swell again as the excitement grew in her. She would've loved to unload it in her beloved filly but decided to empty out in the basement, then clean up Diamond and got to bed. Humming happily she went about her business but her cock ached for action tonight but she soothed it with the thought of ravishing her beloved all day and all night.

-The Following Day-

Diamond woke to a nightmare, in it she was older and was with Fluttershy who fucked, while behind the pegasus balls the size of mountains grew bigger and bigger, while Diamond nursed 2 babies the rest were forced to nurse on her classmates breasts their bellies bloated with pregnancy. The worst part of it had been that she had said she loved Fluttershy and she wanted 40 more foals they had kissed and Diamond had to wake up. She sat there sweating and panting running a hand through her hair which was... perfectly groomed? In fact as she smelled her body she realized she had a lilac smell about her. Her belly wasn't bloated either she was... normal again?

She got up out of bed and went to the dresser drawer but found all her clothes missing... save one she hadn't seen before and her under garments. She pulled it out and turned red with embarrassment. It looked not unlike a maid outfit but was excessively frilly. Especially near the hem of the skirt. She went through everything but all her clothes were gone. She looked at it and then noticed there was a black leather choker with a bell on it. She trembled but realized this was better than being totally nude. Barely. She grabbed the clothes and put them on. She, however, pointedly did not put on the choker and walked out of her room.

Before her was a glorious breakfast of pancakes with syrup along with a nice big bowl of salad, with some fruits and juice, and... a glass filled with something that looked like milk. She walked up, only to freeze when she saw Fluttershy's large nude rump, the pegasus humming gently. Fluttershy's ears flicked and she turned, revealing that she was just wearing a apron. Her dick instantly stood up the moment she saw the maid outfit, flipping the bottom flap of the apron upwards like some kind of demented magic show act. "Oh you wore it... good, very good." she nodded approvingly.

Fluttershy walked forward, with a bowl of blueberries, raspberries, and blackberries in her hand. "Now I trust you know what today is, correct?" She asked.

Diamond Tiara gave her a blank glare, causing Fluttershy to point to the calendar.

The filly stubbornly refused to look, but the almost audible increase in pulsing from the yellow mare's turgid cock caused by her behavior forced her to give in and eventually the filly looked and saw the day. It was a saturday, which meant no school today or tomorrow.

Diamond's face paled as that fact began to set in and her body began trembling.

She jumped when Fluttershy's large breasts rested on her head, and her hands fell on Diamond's shoulders. "Now then, my little love, I have all day to make you understand my love for you." She slid her hands down Diamond's body, gliding inwards to run them down her tiny breasts before grabbing the plate before the filly and raising it up. "Now eat, I've made this lovely breakfast for you, it should give you plenty of stamina."

Diamond shuddered as she felt Fluttershy lean in close, the warm breath against her ear was chilling in oh so many ways. "And don't think I haven't noticed you're not wearing the full outfit either."

The yellow mare must have lowered herself into a wide legged squat behind her, because Diamond's eyes darted downwards and her body locked up as Fluttershy pulled herself close and pressed her body against the filly, wrapping her arms tightly around Diamond and spearing her jutting cock straight through the gap between spoiled girl's thighs.

The shaft curved upwards, the drooling slit almost staring her straight in the face. "Normally naughty girls wouldn't get any treats, but I think I'll make an exception and give you a nice. creamy desert." Diamond opened her mouth to shout but Fluttershy thrust her hips up and the large head stuffed whatever she had to say back into her mouth. The taste was not pleasant and the stink was worse, almost as if Fluttershy hadn't bathed since yesterday. "Mmmf! Your mouth is so tight but I know I can get it in deeper!" and she began to push Diamond's face down her length, her neck bulging obscenely as the head flared inside.

The filly's eyes welled up with tears, as Fluttershy forced her head lower, mindless of the fact that she was basically folding the filly in half painfully.

Or at least that's what Diamond thought until Fluttershy pulled away from her, the cock plugging her mouth popping free with some effort. She yelped loudly in surprise as she felt strong hands grab her body tightly and flip her completely upside down.

"Oh my love, you really do have such a beautiful pussy. It looks so delicious~!" Fluttershy gushed from above, literally drooling at the sight before her as she held Diamond's lower half in front of her face.

Diamond snapped, the latest display of dominance on Fluttershy's part and complete helplessness on hers grated on her deeply. "You fucking freak! I hate you! Leave me alone!" Her voice cracked, whiny and shrill to the extreme.

She couldn't see it, but she could certainly hear the smirk on Fluttershy's face as she drawled out, "Oh my, it seems my beloved still hasn't learned her lesson. I guess I'll just have to wash her mouth out again~!" She ended with a happy little squee.

Diamond's eyes snapped forward as she saw movement, only for her rage to disappear as she realized exactly where Fluttershy's cock was.

With a nasty gagging sound said cock was forcibly shoved straight up Diamond's throat, blasting past her lips in one solid thrust. The filly's little body straightened with a jerk as it was filled with a solid core of cock, like a second spine.

Diamond was forced to close her eyes as Fluttershy's monstrous, gurgling balls her pressed tightly against her face. She could barely hear the yellow mare they belonged to whimpering out, "That's it sweetie, milk me, milk me and accept my love!"

The freak could have said more, and probably did, but Diamond's thoughts became scattered and disjointed as Fluttershy's muzzle dive bombed her vulnerable pussy, loudly and messily licking and sucking and even nibbling at her tiny pussy. Fluttershy's tongue licking and probing deeper, and deeper tasting all of Diamond's filly-hood. All the while one hand was on Diamond's neck pushing and pulling her back and forth.

Fluttershy's ears perked up as she heard the sound of meek knocking on her front door. She forcibly pulled her eyes from Diamond's perfect, delicious little pussy and looked across her living room at the wooden portal. She strongly desired to ignore the knocking, her very nature and good manners straining hard against her carnal desire to feel every inch of her cock sheathed within her love for as long as she could manage.

In the end, her nature won out, but not without concessions.

A dazed diamond was dimly aware of her insides shifting weirdly as she was once more flipped around, the freak's cock still firmly shoved balls deep into her mouth and showing no signs of leaving, despite her dwindling air supplies.

Her vision was completely encased in the yellow of Fluttershy's crotch, but she could feel her limp legs being dragged along the carpet floor as the yellow mare frog marched them somewhere.

Fluttershy grunted as she gently pressed the back of Diamond's head against the solid oak of her front door. She pulled her shaft out of the filly's abused throat and mouth until Diamond was able to breath. It wasn't hard to tell when this was, as the spoiled girl inhaled sharply and took several rapid breaths through her nose; her mouth still plugged by a solid half a foot of mare-penis.

Fluttershy felt her heart skip a beat as Diamond's adorable face looked up at her, livid, hateful glare twisting her features, which were wet with tears. It was so cute!

So cute she couldn't hold herself back from viciously plowing her hips forward, causing her door to release a loud thunk as her crotch pinned Diamond's skull against the door.

To mask this, Fluttershy rapidly smoothed down her hair and took a deep breath to calm herself before she opened the top half of her dutch door.

On the other side was a grey filly with a silver spoon necklace. Fluttershy's eyes darted up and down, taking in her features. The little minx had delightfully wide hips for someone so young, and her tight camisole and short skirt made a wonderful combination; her little puffy nipples were even poking through her top.

Fluttershy forced herself to lock eyes with the filly, barely restraining herself from hammering away at Diamond's throat and giving herself away as her arousal spiked. Instead she began slowly sawing herself back and forth into her warm, tight oral cavity, giving her time to breath but no real time to do anything else.

"May I help you with something, sweetie?" Fluttershy greeted cheerfully, voice slightly breathy.

Silver Spoon shook off her confusion, it wasn't every day that you knocked on a door and it knocks back, after all. "U-Um is Diamond Tiara here?" She asked "I'm Silver Spoon, h-her friend." The filly explained.

Fluttershy looked thoughtful, "She is... but I'm sure whatever you need I can help you with." she offered.

Silver Spoon shuffled nervously under Fluttershy's stare, there was something about it that made her feel intensely uncomfortable. "I-I wanted to see her, if that's alright?" came the weak question.

Diamond, hearing her friend so close, mustered up her strength and slammed her fist against the door behind her.

Fluttershy briefly tensed, but relaxed instantly as a plan formed right away.

Just in time, as Silver jumped and looked down. "What was that?" She questioned.

Fluttershy leaned forward, taking small steps and pinning Diamond's shoulders and arms against the door, locking hear head in place too. Her bottom lip quivered as her balls begged for release, but she knew she couldn't blow just yet, for all kinds of reasons. Instead she responded with, "Nothing to worry about, you caught me in the middle of doing some housework and I had a bit of a muscle twitch."

"Like, that sounded really loud, are you okay?" Silver Spoon asked.

Fluttershy smiled, touched someone was concerned for her well being. "It's okay, I'll put some ice on it and keep myself off of it for the rest of the evening. I'm sorry but Diamond is grounded for the day, she was utterly horrible today. Cursing and screaming like a newborn raised by sailors. But I'll tell her you visited, maybe next week though... she requires some very severe punishment." She gritted her teeth lightly as she ground her big, bloated and swelling balls in Diamond's face, " Very severe." she growled.

Silver Spoon backed away, "O-Oh okay! Um, like, have a nice day miss!" She stammered before her nerve broke and she ran off, her heart thudding in her chest.

Fluttershy closed the door and she pushed from it backwards looking down at Diamond who was shivering. "Mmmm... mm, mm, mmmm... naughty little filly. Honestly I should just blow my load in you and be done with it but... you have to provide me with some entertainment first so for now I'll mark you as mine." She placed one hand on the filly's head and backed off, her slowly cock sliding out with a wet slurping sound.

It all came out like a great snake, but the head got stuck in her teeth and Fluttershy paused, "Aww it's adorable you want to keep sucking on it but I can't mark you like this." She placed both hands on Diamond's head and pushed and with a slow, sloppy *POP* it came off. In a single motion she wrapped both hands around her huge cock and began jerking her it ferociously.

Diamond stared in horror at the massive tube of meat as it was hurriedly stroked to finish, a part of her cursing and despising her friend for abandoning her, no matter how irrational it was.

It wasn't long until Fluttershy's dick bulged then began shooting a thick heavy spray of cum all over Diamond, the force of the spray jerking her back against the oak door once more, plastering her there. Fluttershy's dick discharged it's payload for a good 40 seconds, by which time Diamond may as well have been a wax statue before being shaped. When the flow stopped Fluttershy reached down and began smearing the cum all over Diamond making sure it permeated her skin, "There, now all males will know you are marked. They will not approach you as a lover." she said matter of factly.

She wiped the eyes free of her sticky cum and saw tears beading in Diamond's eyes, "Why are you doing this to me? I've done some bad things but nothing to deserve this!" the filly cried.

Fluttershy stroked her cheek gently, "Oh you've got it all wrong! This isn't because you're bad... well not entirely anyway, this is because I love you and I want you to be mine, and only , mine! I will not let you belong to anybody else! Your heart, your body, your very soul must be mine!" She leaned in and kissed Diamond, the filly stiffening up as a result, "You will understand my love one day and when you do I'll be there to show you just how great my love is. But until that day I will discipline you so you become a respectable pony. Until your pride is not your front but your back, and you understand what it means to have respect!" she breathed, "Now then let's see those little breasts of yours become bigger!" and she was suddenly gone, already heading toward the cabinet and pulled out the orange tinged potion.

Diamond desperately tried to stand up but the cum near her hooves was too slippery to allow her to stand. She kept tripping and slipping eventually she stopped when Fluttershy approached bottle in hand a look of pure curiosity and excitement on her face. "Open wide!" and she held up the bottle, the filly kept her mouth shut, "This again? My dear you know it's pointless to do this." raising her hand to pinch the filly's nose, but no sooner had she done that then Diamond Tiara's mouth opened and she tried to bite down on the hand. But this action Fluttershy had dealt with when she had been asked by wolves to deal with troublesome members in their pack. Her hand retracted instantly. "Naughty!" though tempted to slap her Fluttershy knew she had better options to punish Diamonds behavior. She also had a solution for such behavior. She moved her hand to Diamond's face, the filly's mouth opened to bite again with viper-like speed she opened her hand and closed it shut pressing the palm of her hand on the nostrils tightening her grip she didn't relent till she heard Diamond's whimper.

Fluttershy smiled, "Now open your mouth like the good little filly I know you can be." she said. Diamond, yet again, could only comply her mouth opened wide. Fluttershy tipped the potion and let about ? of it drain out. Diamond refused to swallow however till Fluttershy forced her head back and it slid down her throat and into her stomach. They waited, Fluttershy's large eyes focused on Diamond's breasts. The scrutiny was intense enough to make the filly cover her breasts with her small hands. However the very instant she did that she felt a heat start to form near flat chest, she tried to hide it, closing her eyes to dumb the feeling but the sensation was constricting her chest making her breath heavily. It wasn't long till she was hugging her chest panting, but even as the filly tried to hide it Fluttershy could see the change taking place.

Her chest pulsed, and with each throb her breasts swelled, bigger, and bigger forcing her fingers apart which sent a current of sensations through her. They're ever growing size increasing their sensitivity so that even her own finger's mashing them down just made her more aroused. She had heard the rumors of large breasted ponies having more sensitive breasts due to larger, and more nerves running around the breasts. "Yes they usually are." Fluttershy said as if she was reading her mind, "My breasts are usually quite sensitive but since this little fellow came in," she patted her dick affectionately, "I've not really noticed it as much, but you? Oh it should hit you like a million pins and needles." she said.

Diamond was experiencing just that, with every second that her breasts her fingers just created ripples upon ripples of sensations that was just overloading her mind. Her eyes rolled her teeth were grit and her head was tilted back trying her best to hold in the moans that made her lips ripple and her mouth secrete saliva that dripped from the corners of her mouth. Eventually they stopped growing "Lovely size and shape." Fluttershy said and she reached forward, grabbing a hand and pulling it away. The pegasus leaned in looking at the breasts, they were sizable on her small form about the size of C-cups on an adult pony but on her small frame they may as well have been E-cups. Though they had a bit more sag than perk not like Sweetie Bell or Applebloom's. The slightly purple pink nipple stood erect from the cold air.

Fluttershy held up a hand and flicked it, the nipple jiggling slightly and becoming even stiffer. "Ooooh goddd!" Diamond groaned and she orgasmed juices spraying out from her young snatch.

Fluttershy held up the potion, a dark smile on her face, "I think a little bit bigger." She said and she poured the potion into Diamond's open mouth till little more than half remained. "There we go, and this time I wanna feel it!" she said setting the potion down she grabbed the boobs and began to rub and grope them.

Diamond began to twitch and squirm, "N-Noooo! D-Don't touch them!" she squeaked, but that just encouraged Fluttershy who began to mash and squish them. "Nnnngh stop! Stop! AH!" Fluttershy's lips were wrapped around her nipple her tongue flicking it mercilessly. The filly bucked, and thrust her hips unable to control herself.

Fluttershy was enjoying it then she felt the breasts starting to swell she pulled away and felt with one hand the breasts growing larger and larger slowing pushing her fingers apart as they ballooned to greater heights. After a minute they stopped jiggling slightly as Fluttershy removed her hand. "Hmmm lovely." she purred like a contented cat. Each breast was officially a pair of D-cups but on her small body they might as well be I-cups. Fluttershy grabbed her dick standing up so it was poking in between the new breasts. "My first titfuck, I can hardly wait!" ever since she had seen Applebloom's bulbous bosom she had wanted to try it, and now she could. She would take her time to enjoy the sensation.

Diamond Tiara was at the edge of her nerves, literally. Anything that would stimulate her new breasts threatened to send her over the deep end. She gritted her teeth saliva dripping down her cheek as she grimly held on. She heard the words, 'my first titfuck, I can hardly wait!' and she raised her head to protest, to stop then the hands were pressing her new enlarged breasts together and the big cock thrusting back and forth between them.

Fluttershy had to admit it was quite an enjoyable experience, no wonder so many males wanted to titfuck her. She became very proud of her breasts at that moment. She felt her balls swell bigger in response and she picked up the pace, thrusting back and forth so fast that the sweat and pre-cum splashed up with each thrust. Her own body was starting to shine with sweat as well as she kept thrusting up and down.

Diamond Tiara had her head thrown back, mouth open, huffing, and her eyes rolled up. The filly herself had lost total consciousness, any reason or thought was utterly shunted by the raw sensations she was experiencing. In the very dark corner of her mind she remembered her jealousy of Applebloom and Sweetie Bell who had larger breasts. "Having big boobs is a pain they're so sensitive to everything!" now she understood exactly what they had said, even just being in the air made them hard. The hot, wet, yet hard flesh rod didn't make it any better. The sensations were overwhelming her young mind which was still trying to cope with what Fluttershy had been doing to her.

The cock bearing pegasus was panting, huffing even, as her cock throbbed visibly, "I'm gonna cum!" She moaned, "I'm gonna shoot it out!" She bit her lip as she mashed the breasts even more and cried out as her cock began squirting jizz up into the air. Splattering the ceiling which splashed out all over the place. It was fortunate that Diamond had her head back if she had brought it forward she would've swallowed a torrent of jizz or had her head snapped back from the sheer force. Fluttershy's legs weakly pushed her up shortly then lowering herself only to push again, the weak sensation of thrusting only making her spurt just a minute longer and it was over. She fell back and looked at her balls, which had almost shrunken down to their new size.

She looked at Diamond who was on her back, her eyes white, her mouth open and her chest huffing, breasts wobbling back and forth. Fluttershy crawled to her then grabbing her head and cradling it against her own chest. Had Diamond been conscious she would've heard the rapid and strong heartbeats. "Hear that?" Fluttershy purred, "That's how you make my heart when we do this." She leaned in and kissed Diamond's forehead, "I love you." She kissed Diamond's lips. "Mmmm..." breaking the kiss she stood up, "Now then I think your plot is overdue for a makeover." And she went to the other potion a slight skip in her step. The dangerous smile on her face and her balls swelling rapidly even now. She had never felt so energized before, and it was a sensation she did not want to let go anytime soon.

-30 Minutes Later-

Fluttershy went up the stairs to her room, in her arms was Diamond Tiara whose butt was also larger now. It was 25 inches across but it looked like it was double the size on her tiny body. Fluttershy had brought her up when she had seen that the filly's eyes were closed, and her chest raising and lowering in a rhythmic motion. She had grabbed her and thought of taking her to Diamonds room when her hands had grabbed the enlarged butt. She had felt the desire to sleep with her and did so. She pushed into her room and set Diamond Tiara down gently on the bed. The filly shivered but stopped when Fluttershy slid in and drew the blanket over them both. Diamond's fingers touched Fluttershy's chest then began to grab the breast. Eventually it found the nipple and Fluttershy felt her heart race when Diamond placed her lips on the nipple and began to suckle gently.

They would find no milk but the sensation made Fluttershy excited and she could only watch as her dick came up gently brushing Diamond's plot before it jutted out from the side of the bed, the flared head throbbing gently, pouring a slow but steady stream of pre-cum onto the floor. But the dick bearing pony didn't do anything, she just held Diamond Tiara close, kissed her head and muttered, "Good night my diamond princess." she was asleep in minutes, but her dreams would be plagued with her desires all night long.

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