The door slammed shut behind Braeburn, the crash echoing through the house. In the kitchen, Caramel jumped at the sudden noise. The bottle of wine in his hands shook, nearly upending itself over the counter. He held his breath and grabbed for it—and sighed in relief when he managed to steady his grip.

He’d only just recovered his balance when Brae walked into the kitchen. His coltfriend’s hair was mussed up, his t-shirt damp with sweat. The water bottle he had in one hand and the backpack he had in the other made it clear where he’d just come from.

Braeburn didn’t usually slam the door when he got home. He was usually smiling when he got home, too. This would have to be handled delicately.

Caramel cleared his throat, then said, “So how was the gym?” He did his best to sound as cheery as possible.

“Not too bad,” Braeburn said. He slung his bag off his shoulder and let it hit the ground. Then he slumped into a chair at the table and let out a long, low sigh.

Caramel took up a position behind Brae’s chair. Braeburn all but melted into his seat as Caramel’s hands took a hold of his shoulders and squeezed, his fingers working their way between his tired, sore muscles.

“Gosh,” Braeburn groaned. His eyes fluttered closed, and he relaxed completely into Caramel’s grip. “You’re so good at that, ‘Mel.”

Caramel smiled shyly as his skillful fingers went to work. “You’re a good subject. Hard not to want to get my hands all over a stallion as handsome as you.”

Brae chuckled lightly. Caramel’s smile broadened. Good. He was already getting through. “And you know there ain’t anythin’ I wouldn’t give to get to feel your pretty little hands on me.”

Caramel flushed, but kept going. Braeburn turned his head to the side, then glanced up at Caramel, one eyebrow raised. His fingers flexing against Braeburn’s upper biceps, Caramel leaned down and took his coltfriend’s lips softly in a kiss. He moaned softly as Brae suckled on his upper lip; meanwhile, Caramel’s tongue delved deeper into Braeburn’s mouth as his hands slowly traced their way up and down his arms.

When they pulled out of the kiss, it was with a long, slow motion. Caramel slowly opened his eyes, and gave Braeburn a hesitant grin.

“Seems somepony’s getting a mite excited,” Braeburn said, smirking back. “Or have you just been cooped up inside all day? Bored ‘n frustrated?”

The red tinge returned to Caramel’s cheeks. He didn’t need to check his crotch to know that something thick and hard was pressing against the small of his coltfriend’s back right then. Instead, he just groaned softly, savoring the feeling of Braeburn’s back muscles flexing against his crotch.

“Maybe a little,” he admitted. Then, more playfully, “Seeing a hunk come home from a good workout tends to get me a little hot and bothered.”

That evidently hadn’t been the right thing to say. The shadow of a frown crossed Braeburn’s face—though it was gone just as quickly. But Caramel had seen the way his face had darkened, no matter how briefly.

“Heh,” Brae said, though it was obviously forced. “Glad to hear.”

“Hm.” Caramel hummed thoughtfully to himself as he continued to work his fingers between Braeburn’s muscles. “What happened at the gym?”

He always loved touching Brae like this. The other stallion’s tension melted away at his touch, leaving only a few small knots behind. Caramel didn’t like feeling those knots, though—they meant that there was something on Braeburn’s mind that he wasn’t spilling. And for a talkative, western stallion who’d chatted more than one pony’s ear off, that was saying something.

He just kept rubbing, though, waiting for Braeburn to respond. He gave Braeburn’s shoulder a squeeze, rubbing his thumb and forefinger around the curve of his bicep. Braeburn had never been a big stallion—lean, certainly. He was easily more toned than Caramel, a simple clerk who hadn’t hit a gym since high school, would ever be.

Never buff, though. Braeburn’s whole body ran lean: a perfect six-pack, a flat chest and belly, and a pair of legs that could outwork all but another Apple. But he wasn’t big—wasn’t “strong,” not like—

“Big Mac,” Braeburn said, finishing Caramel’s thought. “He was at the gym today.”

Ah. Caramel nodded along, his mind ticking along in the background. So he had been right in his suspicions. His eyes flickered over to the bottle of wine on the counter.

Good to know his plan was on the mark.

“Well, that’s nice.” Caramel slid a hand over Braeburn’s chest, casually rubbing along his pec. “How was he?”

“Real good.” Braeburn’s shoulders slumped. “He was workin’ out next to me.”

“Oh?” How did he look?”

“Fantastic,” Braeburn said unhappily. “Like Mac always has. Big and ripped—y’know how he is. Though he was ripe to tear his shirt any second.” He chuckled wryly. “Half the mares couldn’t keep their eyes off him.”

“Sounds like you couldn’t either,” Caramel said, giving Braeburn’s pec a squeeze. Brae snorted.

“C’mon, ‘Mel. You know it ain’t like that with us.”

“Just teasing, Brae.” Caramel moved his hands back to Braeburn’s shoulders. “Go on.”

“I…” Braeburn paused. “I just wish I coulda been like that, y’know? He was benchin’ five hundred pounds, ‘Mel. Five hundred!” He sighed unhappily. “That big ol’ red body—I want it so bad. I always did.” He raised an arm and flexed it, then rolled his eyes at the respectable—but not impressive—bicep that lifted up. “I been workin’ hard all my life, and I still got nothin’ to show for it. He gets all that size and I just get…”

His shoulders slumped. “I get nothin’.”

As bad as it might have sounded said aloud, this was exactly what Caramel had been wanting to hear. He almost felt bad as he struggled to hold back the silly grin that was threatening to burst out onto his face.

“Hey,” he said soothingly, running his hands over Brae’s torso. “You got something alright. You got this incredibly sexy body and a coltfriend who can’t keep his hands off you.”

“Pfft.” This time, it wasn’t forced. Braeburn placed his hand over Caramel’s and squeezed. “Guess you’re right. Listen, ‘Mel—sorry for gettin’ you down with all this.”

“Hey, no problem.”

“No, I mean it,” Braeburn insisted, looking up at him. “Ain’t right of me to get all mopey.”

“Apology accepted,” Caramel said. They kissed again, softer, quicker, but no less meaningful. When they pulled back, Caramel went back to massaging Brae’s shoulders, slowly moving his hands up and down Braeburn’s neck, and waiting.

He heard what he’d been waiting for soon enough.

“Hey,” Braeburn said. “Is that...wine?”

“Yup,” Caramel said happily. “Really good vintage, too. I got it by Miss Rarity’s recommendation.”

“Miss Rarity, huh. Didn’t think you usually liked to drink. What’s the occasion?”

Caramel paused in his massaging. Braeburn glanced up at him, his big eyes blinking innocently.

“Well, it’s our one-year anniversary, of course,” Caramel said. He feigned shock. “Surely you didn’t forget—”

“No, no!” Braeburn insisted. He paused, flushed. “Well. Maybe I did a little bit.”

He sighed. “Well, darn. I’m sorry, ‘Mel. I plumb forgot about it.”

“Don’t worry about it,” Caramel said.

“But I didn’t even get y’all a gift or anything.”

“Hey, we’ve got the wine, right?” Caramel said. “And that’s my gift to you—but if we share it, that’s kind of like a gift to both us, right?”

“Welp.” Braeburn shook his head, chuckling softly. “Can’t say I see a flaw in that logic.”

“Want me to pour two glasses?”

Brae considered that for a second. “Hell,” he finally said, shrugging. “I could do with a pick-me-up after today.”

“Mm.” Caramel picked up the bottle, held it to the light. “It’s a nice red, too. Top-notch.”

“One of them fancy wines, eh?” Brae chuckled. “Gotta admit, I’m more used to a six-pack myself. Though I could stand to appreciate somethin’ high-quality for such a special occasion.”

“Not to mention any, ah...loosening of inhibitions.” At Braeburn’s perplexed look, Caramel waggled his eyebrows suggestively, which got his coltfriend to burst out laughing.

“Hell, ‘Mel,” Braeburn said. “I thought you didn’t like gettin’ sloshed.”

“I don’t,” Caramel said. “But this is our anniversary, right?” He made another pathetic attempt at looking sultry. “You never know what sort of naughty things might happen.”

“That ain’t wrong,” Braeburn said. He eyed Caramel hungrily.

“But first…” It took some doing, but Caramel managed to get the cork out of the neck. The next step was pouring. His hands shook somewhat as he filled Brae’s glass first, then his own—not by too much; just under a third in each—but he was proud that he didn’t spill a glass. And he couldn’t help the trembling, not really.

He was just too excited.

“We can have more later,” he said, handing Braeburn his glass. The farmpony took it and eyed it appreciatively. “But for now...let’s start small, okay?”

It took an effort not to giggle at his own secret pun. Braeburn just grinned back at him, then held the glass up to his nose and took a long, slow sniff.

“Shucks,” he said, swilling the wine around. “Now that smells mighty good.”

“It’d better. The stallion who sold it to me looked like he knew what he was doing?”

“Stallion?” Braeburn said. “Did Miss Berry Punch hire somepony new?”

“Nah.” Caramel shrugged. “Some new store,” he said, trying to sound noncommittal. “Owner just moved to Ponyville. They sell all sorts of specialty”—magic—”drinks.”

“Huh,” Braeburn said. “Might have to pay ‘em a visit if this stuff turns out as good as it smells.” He gave Caramel the same goofy grin that had made him fall in love in the first place.

“Anyways,” Braeburn said, hefting his glass. “To a whole year without killing each other. To us.”

“To us,” Caramel said. They clinked glasses and drank.

Or Braeburn did, at least. Caramel just let the wine prod against his lips, though he kept his mouth firmly shut. He didn’t want to drink any yet—he’d rather see Braeburn drink it first.

Brae took a hearty gulp, then set the glass back on the table. Smacking his lips, he turned and gave Caramel a thumbs-up. “Now that’s good stuff,” he said. “Some kinda tangy taste in there.” He eyed the glass oddly. “Not sure when wine’s supposed to have that kinda kick to it, though.”

“You like it, though?” Caramel asked.

“Oh, heck. I love it.” Braeburn stared into his glass for a moment, then shrugged, and upended it over his mouth. He gulped it down eagerly—to hell with sippin’, as he’d once told Caramel over beers.

At any other time, Caramel would have been worried about drinking too much alcohol too quickly. But given what the shopowner had promised him...he had a feeling that that wouldn’t be a problem at all.

“Man,” Braeburn grunted, finishing off his glass with a gulp. He closed his eyes, then leaned back in his chair, idly stroking his belly through the fabric of his damp workout t-shirt. “That stuff’s good.”

Caramel nodded vaguely, but was too excited to really listen as he watched his “gift” go to work. Each rise and fall of Braeburn’s chest inflated his pecs a little bit more, his chest muscles flexing and then—well, staying, keeping their new size even as they relaxed. Before long, he could make out Braeburn’s nipples through the workout shirt, with the growing cleavage between his pecs becoming more evident by the second.

Braeburn’s chair creaked, complaining as its owner slowly rose up in height. Starting at around six-foot even, Braeburn had never been a short stallion...but now, with Caramel looking on in awe, he began to inch up toward a size that could compete with even Big Mac. Six and a half feet had always seemed so far away, but as Braeburn’s every breath grew him bigger, it became hard to think of such a size as impossible.

As he rocked back and forth in his chair, Braeburn grunted, shifted his weight. Caramel’s grin spread impossibly wide as he noticed the bulge swelling at his coltfriend’s crotch. Evidently, he wasn’t the only one getting a little “excited.” Plus, given the “free sample” the shop-owner had thrown in with the purchase, he had a feeling that that bulge would soon get a lot bigger.

“That’s some good stuff,” Brae mumbled again. “I don’t remember feelin’ this good since…”

His eyes opened slowly, his words trailing off into nothingness. Braeburn’s vision appeared at first unfocused; blinking, he glanced downward at his torso. A set of washboard abs, a six-pack bulging with definition, and only half-covered by his apparently shrinking shirt, stared back at him.

“Uh,” Brae said uncertainly. “‘Mel? Did this shirt shrink in the wash or somethin’?”

“How could it have?” Caramel said innocently. He could hold his shit-eating grin back no more. “You’ve been wearing it all day.”

“Huh.” Brae reached up to his forehead as though to wipe away sweat. A loud ripping sound filled the air. He stared at his upper arm, where his flexing bicep, now at least twice the thickness it had been before, had torn through his sleeve. Hard, corded muscle poked through tears in the fabric, trembling with growing power.

“Uh.” He continued to stare, his jaw slowly dropping.

Caramel just laughed. He couldn’t help it

“What in Equestria…?” Brae continued to flex and relax his enlarged bicep, his eyes widening a little bit more each time he released the tension, leaving a bigger arm behind. Suddenly, his head pushed up a few more inches, his shirt ripping around his broad and growing shoulders as he passed Big Mac in height. He groaned, shuddering in obvious pleasure.

“Hey,” Braeburn said, giving Caramel a sideways glance. His voice seemed halfway between disbelief and panic. “Uh. ‘Mel? What’s goin’ on?”

Caramel’s grin dominated his whole face. “Happy anniversary, Brae. You enjoying your gift yet?”

“My...gift.” Braeburn ran a hand over his chiseled stomach, his longer fingers flexing slightly over his washboard abs. His eyes widened, and he stared at the empty glass of wine.

“No way,” he breathed.

“Yuh-huh,” Caramel said.

Braeburn gaped. “You lil’ rascal! You—” He made to stand up from his chair, but, given his new size, actually pulled it up with him. His big, growing ass had wedged itself firmly between the arms and seat, his muscular flanks flexing hugely with each half-inch added to his swelling figure.

Now that he was over seven feet in height, and nearing seven and a half, a single flex of his muscled rear was enough to snap his rump free of the too-small chair. As the debris of the ruined chair crumpled to the ground, Braeburn’s head pushed up a few more inches, nearing eight feet—and getting dangerously close to the ceiling. He groaned, staggering and leaning his broad shoulder against the wall as he pulled himself up to his full height.

His big bulge, now nearing half the size of Caramel’s head and only getting bigger, flopped forward. Caramel watched it, his own crotch throbbing madly at the sight. It was a struggle not to salivate.

That bulge strained against a pair of sweatpants that were starting to look more like gym shorts; as Braeburn groaned, his pecs flexing hugely, a long, clean rip tore its way across his shirt, his growing chest breaking free of its prison.

Braeburn’s eyes fluttered open, his every muscle bulging obscenely as he slowly drew himself back into lucidity. “Th-the wine,” he mumbled. He affixed Caramel with a straight-eyed stare. “It was the wine, wasn’t it?”

“Yup,” Caramel said. “Thought you might like a different perspective on things.”

A disbelieving grin tugged on Braeburn’s lips as he stared down, down, and down at Caramel. “Well,” he drawled, “I guess I’m certainly gettin’ it. Oof!”

He flinched as the top of his head bumped against the ceiling. Now nearing nine feet tall, he had to slouch slightly to even fit inside of the kitchen. Caramel just beamed, eyeing Braeburn’s massive figure hungrily—with heavily built shoulders nearly a third as wide as he was tall, and a pair of guns almost as wide as Caramel’s own torso, the Appleloosan stallion was fast filling up their small kitchen.

Braeburn bent over a bit, rubbing the back of his head. “Ouch,” he joked. “Though I’d be lyin’ if I didn’t say this felt better than anything.”

“Well, yeah,” Caramel said. “That’s the idea!”

“Hey,” Braeburn said, glaring playfully down at Caramel as he casually surged up another inch. A few cracks began to splinter across the tiled floor, where his massive feet—which had long since ripped their way out of his sandals—were pressing down with the force of his growing bulk. “Didn’t you drink yours?”

“I pretended to,” Caramel admitted. “I just wanted a few minutes to admire the view from down here.”

“And you’re gettin’ it?”

Caramel leered at Braeburn’s bulging crotch, then tracked his gaze up to the big stallion’s flexing arms. Brae’s eyebrows went up as Caramel stroked his own growing bulge.

“You tell me,” Caramel said. “Do I look like I’m enjoying myself?”

Braeburn chuckled. “You kinky lil’ varmint,” he said, shaking his head. He flexed one of his arms, which was now nearing thirty inches around and looked ready to pass that before long. Letting out a long whistle, he added, “Not that I can’t see why.”

He grinned down at Caramel. “Why don’t you get on over here and take a closer look?”

“Oh, yes please,” Caramel said. He pushed his own glass toward the inside of the counter and made his way over to Braeburn.

One thing became clear very quickly: Compared to Caramel’s paltry five-foot-six, Braeburn’s hulking nine feet of height absolutely dwarfed the smaller stallion. The top of Caramel’s head only just came up to Brae’s belly button—though, Caramel decided quickly, glancing down at the “pants” all but painted over his coltfriend’s muscular thights, he could absolutely appreciate the view from down here.

Still… “You’re too tall for me,” he said, frowning. He reached his hands up, almost like a child. “Gimme a lift, big guy.”

“Happy to, lil’ guy.” Braeburn was grinning the whole time as he hitched his hands under Caramel’s armpits and heaved him up into the air. Despite how massive his new hands were, he was surprisingly gentle, with his big, warm fingers rubbing softly against Caramel’s back as he lifted him up.

“That’s good,” Caramel said, as Braeburn brought him face-to-nipple with his bulging pecs. “Mm…”

As he reached out to touch Braeburn’s torso, Caramel was very aware of the massive bulge rubbing against his own crotch. He flexed his stiffening stallionhood, then grunted softly as he felt Braeburn’s own tool flex even huger against his thighs. He couldn’t wait to see that beast rip its way out of Braeburn’s clothes—but at the same time, there was something to be said for concealing everything, but hiding absolutely nothing.

Caramel shivered as he ran his hands up Braeburn’s washboard abs, his thumb fitting easily between the two halves of his six-pack. “You feel like iron,” he marveled, rubbing his palms against Brae’s stomach. “You feel incredible, Brae.”

“Says you,” Braeburn rumbled. “How d’you think it feels bein’ this much of a stud?”

“I’ll bet,” Caramel chuckled. He ran his hands up to Braeburn’s pecs. They were a pair of big, bulging beach balls, all but throbbing with muscle and power. Though when he reached them, he found a real surprise.

“They’re soft!” he blurted, watching his palm sink a half-inch into the relaxed muscle on Braeburn’s chest. Braeburn gritted his teeth, then smirked.

“Oh?” he said casually. “How ‘bout now?” He grunted, flexing his pecs mightily. Caramel watched in awe as they bulged out to half-again their original size, flexing powerfully against the air and tightening until they felt harder than a pair of steel plates.

“They’re so hard,” Caramel breathed. “So smooth. So...big.” Each one had to be larger than his head, easily. It was absolutely irresistible.

His eyes were drawn to Braeburn’s nipples: a pair of fat, stiff thimbles standing upright on the cowpony’s impressively inflated chest. Unable to control himself, Caramel leaned against Braeburn’s chest and slowly moved his lips around the big pony’s nip.

Braeburn snorted in pleasure, Caramel’s experienced mouth working hard as he sucked on the bigger stallion’s pec. His hips jerked softly against Brae’s, gently humping the cleavage between Braeburn’s abs. Braeburn himself moaned at the stimulation, his body swelling up a few more inches until he had to bend his whole neck over to avoid breaking through the ceiling.

Caramel pulled away and wiped his mouth. “Sorry,” he said, not sounding sorry at all. “But you’re seriously fucking hot right now.”

“Yeah,” Braeburn said, grinning. “Believe me, sugarcube—I can feel it.” He thumped a big fist against his other pec. “But all the same...looks to me like you’re havin’ all the fun down there.”

He nodded toward the full glass still waiting on the counter. Setting Caramel back down to the floor, he said, not unkindly, “So go on and drink yours—and get on up here with me.”

“I will, I will,” Caramel said, chuckling. He backed up a step, then slung a hand out to take the wine glass. He eyed it a second, looking thoughtful. Then—

“To being an incredibly sexy, huge fucking stud,” he said. Then he lifted the glass up in a mime of a toast, tossed it back, and set it back down on the counter.

“I’d drink to that,” Braeburn chuckled. “But,” he added, eyeing Caramel with no small amount of interest, “I think I’d prefer to watch…”

Caramel chuckled back—then grunted. His hand jerked across his midsection, his fingers flexing. There was a strange warmth growing in his chest: a flickering, swelling heat that was fast spreading through his veins. He squeezed his eyes shut, then moaned, long and low, as something rumbled within his body.

It felt like—well, it felt almost like an orgasm—a feeling of release, a glow of warmth, fast filling his veins. He took a breath and could feel his lungs inflating; he squeezed his hand shut into a fist and could feel the muscles working, tightening, flexing.

When he opened his eyes, he was once again staring eye-to-nipple with Braeburn’s big, round pecs. But this time, Braeburn wasn’t holding him.

“G-going up,” Caramel joked, his voice cracking partway through. He couldn’t help it. This all felt so...so good.

The blink of an eye later, the top of his head had just reached Braeburn’s chin—which was, itself, nearly eight feet up in the air. Caramel groaned as he felt his clothes growing tighter around his body. It was almost unbearable how tight, how restrictive, how...small it all felt.

A groan rumbled in his chest, his new muscles flexing reflexively against their old cloth prisons. A moment later, he was staring, wide-eyed, down at his massive pecs, a pair of rounded basketballs bulging against a painted-on shirt. He could actually feel his nipples pressing against the fabric, so stiff and sensitive that he couldn’t keep from moaning as he reached his hands above his head.

The backs of his knuckles scraped along the ceiling, and his whole upper body flexed in response. Up and up he went—and out, too. Caramel just watched his expanding body with awe and no small amount of lust. He’d never been even slightly in shape—unlike Braeburn, who’d at least been fit, Caramel’s whole experience with the gym was: “weights too heavy for me to lift.”

But now, he thoughts, flexing his massive guns and watching with awe as his whole sleeve tore around his bulging bicep, he doubted there was a dumbbell in all of Ponyville that he couldn’t take. And it looked like he was only going to get bigger.

There was another long rip. Caramel’s eyes darted down, his moans cutting short as he eyed the absolutely massive erection snaking down his pant leg. Between his burgeoning boner and a meaty, muscular leg too thick to be contained on its own, his jeans had just given out. The seam had split—the top layer of fabric tearing apart and leaving just a few paltry cotton threads to keep the whole thing together. Below, Caramel could make out the smooth, warm flesh of his thigh poking through.

“Mm-mm,” he heard Braeburn say. The floor shook slightly as he stepped toward his growing partner. Caramel looked up. There was a new fire burning in Brae’s eyes, and when he licked his lips approvingly, a shiver tingled down Caramel’s lengthening spine. “Now there’s a sexy stallion.”

“Feels good to be up here,” Caramel said, shuddering with pleasure as Brae slid his arms around his shoulders.

“Don’t it, shorty?” Braeburn’s hands hungrily roved across Caramel’s broadening back, exporing every square inch of rippling muscle. Caramel grunted in pleasure, feeling the top of Braeburn’s abs rubbing against the bottoms of his own swelling pecs. “A big stallion’s better, ain’t he?”

“Ooh, yes.” Caramel shivered again as Braeburn’s fingers played across his lower back. He only came up to Braeburn’s chin now, but he was still growing. Now, looking down, he could fully see the way Braeburn’s clothes had also exploded into tatters, covering his massive body like the shreds of a foal’s old clothing.

The last of Caramel’s pants burst off of him, tattered shreds barely clinging to his hips. The back of Braeburn’s head scraped against the ceiling again, and he had to reposition himself to avoid breaking through the cracked plaster. This put his muzzle closer to the growing Caramel—who took full advantage of the situation by snaking a hand behind Braeburn’s neck and slowly pulling his head down.

Two pairs of big hands roamed across muscular bodies as their lips locked. Caramel moaned against Braeburn’s mouth, exploring every part of his coltfriend’s muzzle even as their bodies grinded against one another. Their warm chests pressed together, big, round pecs squishing and flexing alternately as Caramel’s crotch throbbed painfully.

As Braeburn’s hands groped his ass, Caramel melted further into the kiss, his tongue dueling with Brae’s. He felt the warm spreading even further throughout his body, the heat thudding and throbbing in time with his heartbeat as every passing second grew him bigger, taller, stronger.

Finally, after what seemed like hours, but which was probably only thirty seconds, he opened his eyes and stared dreamily into Braeburn’s—eye-level—gaze. “Looks like someone’s turned on,” he purred, feeling Braeburn’s own stiffening member on the inside of his thigh.

“Can’t blame me for that,” Braeburn said, smirking. “Look how big we are!”

Caramel blinked. The first thing he noticed was that he appeared to be lying down—or at least, that was how it felt, given that everything around the base of his chin resembled the dark-blue carpet of their bedroom.

Wait.

Their bedroom?

“Holy crap!” he blurted, glancing around the undisputable confines of their upstairs bedroom. He glanced down and his jaw dropped. The kitchen floor, cracked slightly beneath the weight of their massive, slightly flexing feet, stared back up at him. Every single bit of clothing on his body had exploded off of him during his growth, leaving behind only a pair of overstretched, tortured briefs that did absolutely nothing to hide his erection, and were fat and heavy with the weight of his balls. Caramel swallowed, his excitement mounting as his straining stallionhood traced across the inside of Braeburn’s thigh—not to mention his coltfriend’s own growing bulge!

“We’re huge!” he said, his jaw dropping. “We’ve got to be over—” He ran the numbers in his head. “—twelve feet tall by now!”

“Don’t confuse it with all that fancy math, ‘Mel,” Brae said, giving his shoulder a squeeze and shooting him one of those perfect white Western grins. “Just let go and live a bit.”

“C’mon, Brae,” Caramel said, smirking. “You know those numbers turn me on.”

“As much as me?” Brae did his best to look shocked.

Caramel humped his thigh lightly, the mass of his bulge squishing against Braeburn’s muscled leg. “Never, babe,” he said, slipping his hands lower around Braeburn’s waist. Braeburn groaned as Caramel pressed them closer together, the sensation of impending growth welling up inside him once more.

As their lips met again, Caramel felt fireworks going off in the back of his head, every vein in his body thrumming with love and lust. He’d made Braeburn into the stuff his fantasies were made of—not to mention himself—and the two of them were only going to get bigger and sexier from here. He felt his shaft harden further, his swelling pecs flexing and stiffening as he and Braeburn pressed their bodies together, the kiss overpowering every one of his senses as the sensation of bigness, of power, of size, of growth and sex and arousal, filled every one of his pores.

And he began to grow again.

This time, though, Caramel was the one who started growing first. His head kept inching up in time with Braeburn’s—and then passed it somewhere around fifteen feet. A normal-sized pony would have barely come up to Caramel’s thighs by now, but Braeburn—a foot shorter at fourteen feet—had only to tilt his head upwards to keep the kiss going.

Caramel kept shooting upward, Braeburn’s own body eager to keep pace. Before long, their heads were scraping against the ceiling of the second floor—and as Caramel pulled back to take a breath, his nostrils flaring and biceps throbbing, the two of them suddenly surged in size.

Caramel whinnied as his head broke through the roof first, the plaster and shingles simply crumbling beneath the force of his massive, growing body. Braeburn followed not long after, letting out a long, happy yelp somewhere between disbelieving laughter and a muffled “Yeeee-haw!” Their hands clutched even more tightly at each other’s bodies: backs, rumps, hips—eager to feel the other’s body growing, swelling beneath their fingers as they outgrew the rest of the world around them.

By the time Caramel came out of it, he was sweating and panting for breath. He whined a bit when Braeburn pulled out of the kiss, his crotch throbbing needily. His mouth felt so...empty without Braeburn’s tongue in it. He needed to feel Brae against his skin, to rub against him, to hold him close until it felt like they weren’t two ponies at all, but one, massive—

—well. Stud.

Caramel pouted, then pouted down at Braeburn, realizing that by now, he was a good head “shorter” than he was. Admittedly, he realized with glee, “shorter” didn’t mean much when the house you’d just outgrown barely came up to your hips—but compared to Caramel, the big, beefy Braeburn was still a smaller giant.

“Aw, c’mon,” Caramel said, still pouting. “Why’d you stop? Suddenly not horny?”

Braeburn chuckled, his fingers alternating between squeezing Caramel’s perfect bubble butt and drumming on the edge of his beefy thigh. “Not at all, sugarcube. S’just...well, we’re still growin’, if you know what I mean.”

Caramel blinked—then glanced down past Braeburn’s muzzle. He flushed madly as he realized that the massive thing poking up between his pecs was his erection—and that the one rubbing against it, nearly past Braeburn’s own chest, was Brae’s. He shivered with excitement as he felt Braeburn’s cock throb in time with his own.

“Oh,” he said, chuckling. “Heh.” Before that last growth spurt, Caramel’s stallionhood had “only” come up to the top of his abs—not that he’d even had abs before today. But now he marvelled at his own body as he traced a finger down the lines between his titanium-strength abs, which cut a deep furrow down his belly that just rippled with power. And that wasn’t even as high as his medial ring stretched!

Everything about him now just screamed huge. And from the way Braeburn had moved to fondling his pec—which, if on any normal-sized stallion, would have competed with a small beach ball for size—he wasn’t the only one interested in that fact.

“Mmff,” Brae grunted. “You got a whole lotta stallion here, ‘Mel.”

“Not sure what I think of that,” Caramel confessed. He raised an eyebrow at the smaller giant. “Not really used to looking down at you, to be perfectly honest.”

“Mm. Well,” Braeburn said, giving Caramel a big hug. The top of his head was even with the top of Caramel’s pecs by now; he did his best to reach around Caramel’s growing lats, but there was just too much Caramel to hug. “I kinda like it. It’s a nice change.”

“Didn’t say I didn’t like it,” Caramel said. “It’s just...new.”

Braeburn grinned up at him. “Lotsa new stuff comes with this new size, I guess,” he said. “Gotta get used to it. Like just how darn big we are.”

At twenty-five and thirty feet, respectively, “big” was just the beginning of the concept. Caramel grinned down at the street below. The big tree in their front yard just about came to his shoulder now—it’d seemed huge when they’d bought the place, but now...it felt like a sapling compared to him.

Carefully, Caramel stepped out of the debris of their house—at least they were insured, he told himself, flushing lightly—and into the yard. The soft earth depressed beneath his weight, the grass and soil cratering as the growing behemoth stepped over it. Braeburn followed, though his hands never left Caramel’s skin at any time.

“Looks like we got us an audience,” Braeburn joked.

Caramel startled. Of course—they were the height of telephone poles by now. How could they not have been noticed. Glancing down to the street, he saw that more than one house had a set of faces—interested, scared, or both—poking past the curtains. A small crowd of ponies had already gathered on the opposite house’s lawn, undoubtedly startled when they’d broken out of the house.

“Oh, gosh,” Caramel said, his cheeks blushing brighter. He was huge, but that didn’t mean he wasn’t still self-conscious. “I didn’t really think this through—I didn’t think that anypony would be watching. I hope they’re not mad.”

“Mad?” Braeburn chuckled, and his hand slipped around Caramel’s waist. “‘Mel, look at ‘em. They don’t look mad. They look excited.”

Caramel had to admit that Braeburn at least sounded partially right. More than one of the onlookers—he recognized a few of them: Nurse Redheart, Lyra Heartstrings, Rainbow Dash—had an incredibly hungry, or at least interested, look on their faces. A stallion who he thought he recognized as one of the Wonderbolts—what was he doing in Ponyville?—was staring up at them with a wide-eyed mixture of fascination and awe, and Thunderlane actually had his hand down his pants.

Caramel was suddenly very aware of just how big he was right now—and, consequently, just how small they were compared to him. “Um. I guess so.” Even that tallest of them reached barely halfway up to his knee. He felt an abrupt urge to be extremely careful of where he stepped.

“Mm-hm.” Braeburn gave Caramel’s butt a squeeze. “Y’know what they look like to me?”

“What?”

“They look like—” Brae’s lips brushed against Caramel’s ear, and he shivered “—a crowd of ponies that want themselves a show.”

“A—a show?” Caramel stammered.

“Yup,” Braeburn said. He pulled back, then shot Caramel a boyish grin as he struck a muscular pose. The crowd gasped as he flexed his enormous arms—which, though not quite as big as Caramel’s, were still godlike. “See these arms? Now this is what I’ve been dreaming of.”

“Five hundred pounds, huh?” Caramel couldn’t help the giggle that slipped out from his lips—which was, admittedly, completely at odds with his massive figure. Braeburn just chuckled and struck another most muscular pose. His lats and pecs bulged impressively, his arms far too thick for even Caramel’s hands to wrap around them.

Brae snorted. “Big Mac ain’t got nothin’ on this. Mm.” He flexed his other arm, then ran his fingers down his massive chest, squeezing one pec. “I feel like I could lift a building with this.”

“You could probably lift a building with this,” Caramel joked, reaching down and giving Braeburn’s massive member a squeeze. It throbbed happily in reply, a huge drop of precum beading at the top and slipping down the side. Brae shuddered happily and just flexed even harder.

“Maybe,” he said, looking thoughtful. “Maybe…”

In one huge, twenty-foot stride, he covered the distance to their yard’s tree. The crowd below pulled back, somewhat anxious of the new giant’s footfalls. But Braeburn paid no heed; he was too busy focusing on how good this new body felt, and on what he might be able to do with it.

“Yes!” he grunted, heaving the tree up with both hands. It came ripping out of the ground, its trunk encircled almost completely within his big hands. Braeburn grunted again as he pulled the tree up into a curl, his muscles flexing happily as he brought his full size up to bear. Caramel couldn’t keep from ogling Brae’s humongous, shapely ass, which bobbed and swayed with every step he took, flexing to the beat of his breath.

“Ooh,” Braeburn moaned, surging up another few feet as he really got into his new size and strength. “Now this is a workout that Big Mac can’t beat.”

He started to grow even further, pushing his way past thirty-five—then forty feet. Before long, he was once more taller than Caramel, his chest swelling impressively and his body growing to overshadow the entire street below.

“Y’see this, ‘Mel?” Brae said, not even pausing in his reps. “A darned tree!”

“You’re incredible, Brae,” Caramel cheered. He felt a shiver go down his spine as he watched Braeburn grow up...and up...and up. “Oh, gods, you’re huge.”

“Mmff!” Braeburn finished his last rep and tossed the tree aside as easily as though it were a pencil. It hit the wreckage of the house with a crash, and the whole crowd jumped. Astounded at his new size, Braeburn just stared down with awe at the flared tip of his titanic stallionhood, which by now reached nearly past his chin.

“Damn,” Braeburn breathed. Caramel had just now reached forty feet in height, and Braeburn had to have gotten nearly twice that with his last workout. “Now there’s something you don’t see every day.”

The entirety of this part of Ponyville was laid out below him, the houses themselves barely knee-high to his massive, muscular figure. He filled up most of the street on his own; grunting in a self-satisfied sort of way, he checked below him, then sat right down in the middle of the street, his ass filling out the road and shattering the pavement beneath its incredible weight.

Caramel wasted no time at all in leaping over to his coltfriend’s massive body and clambering over Braeburn’s crotch. “Holy crap, Braeburn,” he said, gaping. “You...holy fuck, you’re huge.”

Braeburn grinned down at him. Not a one of the smaller ponies would have even reached the top of Caramel’s shins—but next to a giant like Braeburn, he looked like a child. Not even half his coltfriend’s size, but with a physique to make any bodybuilder blush, Caramel was the posterboy of Braeburn’s fantasies in that moment.

And he himself was just so—so big. Braeburn grunted with pleasure as Caramel straddled his stomach, the smaller stallion’s shaft pushing through the furrow between his abs and prodding against the bottom of his pectoral shelf. He could feel Caramel’s round, muscled bubble butt surrounding the base of his own member, repeatedly flexing with the smaller stallion’s excitement. All that did, it seemed, was get his own excitement up even higher.

“You like this, don’tcha,” Braeburn teased. He placed a massive hand on Caramel’s back and started to massage his shoulders gently as he stroked Caramel’s aching stallionhood with the other. “Bein’ the littler one.”

“Guilty as charged,” Caramel said, blushing. “I mean, the whole idea was to get you big. Me getting up here too was just...well. A happy side-effect.”

“Hey,” Braeburn said. “I ain’t complainin’.” He reached in for another kiss. It felt strange to have Caramel’s smaller mouth against his own—but, as they went even deeper into it, he felt Caramel begin to grow once more.

“Ooh,” Caramel moaned, his crotch throbbing as he shot up another dozen feet. Still much smaller than Braeburn, but not quite as tiny as he’d been before, he was happy to give a sheepish grin as another half-dozen feet easily melted onto his giant’s frame. “Guess I’m not done growing yet.”

“So long as you don’t get too big, right?” Braeburn said, grinning.

“Right,” Caramel said. “With that said…”

He groaned, his hips jerking involuntarily as he shot up another ten feet. Now around seventy-five feet, he was only a little bit smaller than Braeburn’s steadily swelling ninety feet of height.

“...this feels really good,” Caramel finished, panting. Braeburn glanced down. As Caramel had grown, his package had grown with—and beyond him. He didn’t doubt that, had his littler lover been standing up, his monstrous cock would have poked up past eye level. As it stood, though, it was more than long enough to push between Braeburn’s pecs, a pair of soft, beefy slabs that only teased and massaged Caramel’s shaft as it grew.

“What does?” Braeburn teased. “This?” He gave his pecs a big flex, forcing them to bulge out and harden.

A moan burst from Caramel’s throat, his tight ass squeezing around the base of Braeburn’s shaft. He could feel upper surface of Brae’s gigantic spear rubbing against the small of his back, brushing against his neck. He liked to imagine it towering above him, drooling with lust, splattering his head with pre as Braeburn grew larger and larger above him—

He just barely caught his fantasy before it ran away from him. Then he realized where he was.

“Fuck,” Caramel mumbled, giving Braeburn’s nipples a squeeze. “You’re so unbearably sexy.”

“Mmff.” Braeburn ran his fingers down Caramel’s chest, then let them rove hungrily to the other stallion’s biceps. Regardless of any size difference, it was clear that there was a hot muscle stud straddling his torso - and the bulging muscles on Caramel’s arms didn’t do a thing to turn him off. “You ain’t so bad lookin’ yourself.”

“Says the muscle god.” Caramel leaned in close, his hips jerking slightly and thrusting his stallionhood between Braeburn’s big beefy pecs. Braeburn grunted, his pecs flexing as he stroked his hands along Caramel’s guns, eagerly feeling up every square inch - or foot, as it was - of the other stallion’s incredible physique. “But - fuck, I never knew muscle could feel so good.”

The cleavage between Braeburn’s toned pecs was just enough to fit Caramel’s girth, tightening and relaxing around his shaft every time he thrust in between them. Braeburn eagerly lapped up a spurt of Caramel’s precum that splattered over his chin, then groaned as a fat glob of pre burst from his own tip above Caramel’s head. He’d never felt this turned on - between the way Caramel’s toned ass was teasing his stallionhood, and his own arousal at his new size, there was no way he could be anything but ready to erupt.

The rise and fall of his pectoral shelf ran in time with his breaths, growing shorter and harsher as Caramel’s thrusts became more regular. The smaller giant’s fat, heavy balls weighed on Braeburn’s abs, a pair of huge, plump orbs that were as musky as they were full. Braeburn took a deep breath of Caramel’s scent and groaned, his hands sliding around Caramel’s waist and giving his buttocks a squeeze.

“Heh,” he grunted, smirking. “I sure did. Why’d you think I wanted this so bad?”

“Oh, shush,” Caramel said. He leaned in close, his head a few feet above his swollen shaft, his eyes half-lidded and teasing. He reached over and grabbed the trunk of the tree Brae had tossed aside before and hefted it in his hand. “You didn’t know that you wanted this.”

“No,” Braeburn said, grinning, “but I damned well do now.”

“That’s my big, horny stallion.” Caramel reached down and kissed him again. It took a bit of maneuvering, given that their pecs were big enough to push each other apart - though Caramel let out a cute little gasp as he felt both of their chests closing around his monstrous shaft, each stallion’s chest flexing alternately against his girth - but they managed to close their lips around each other’s, exchanging a long, hungry kiss.

Caramel let out a long, low groan as he came out of it. “F-fuck,” he stammered, his thighs clenching around his crotch. He felt hornier than ever before—and, suddenly, more pent-up than he had in his life. Resting his big hands on his even bigger balls, he was amazed to see how just one of his massive nuts would fill both of his palms—twice over.

He moaned softly as his cum-laden orbs throbbed, his stallionhood throbbing along with them as he struggled to keep his growing load down. “Fuck, Brae,” he panted. “This feels so good.”

“You’re tellin’ me,” Braeburn groaned, his cock flaring as he continued to hotdog it between Caramel’s tight ass. His fingers roved hungrily down thighs, squeezing and stroking alternately as he made his way toward the other stallion’s crotch. He took Caramel’s massive nuts in his hands and squeezed them gently, chuckling under his breath as another moan burst from Caramel’s throat, a massive glob of pre erupting from his tip and splattering across Braeburn’s face.

“Oh gods,” Caramel moaned. He kept jerking his hips, thrusting between the cleavage of Braeburn’s massive pecs. He could feel power welling up inside of him, bulging and exploding from his every pore as he flexed and bulged and grew—

“I love your body,” he panted, vigorously pumping his hips. Braeburn groaned, splitting Caramel’s asscheeks around his massive member as he used the smaller giant’s rump. Each time Brae’s own enormous hips hit the road below, the earth shook. The ponies around them were starting to back away even further, looking warier and warier as the giants’ flanks began to spread out further across the street and neighborhood below.

“You’re a fucking muscle god,” Caramel breathed, giving Braeburn’s massive biceps a firm squeeze. Braeburn groaned, his body surging up another dozen feet at Caramel’s words. “We’re fucking giants, Brae. Isn’t this the most incredible thing you’ve ever felt?”

“Oh, it is.” Brae moaned as Caramel’s ass slapped against the base of his shaft. Eyes half lidded, he slowly trailed a massive hand up Caramel’s own beefy chest. “But the hottest part of it, partner, is that you’re up here with me.”

That was enough to push Caramel over the edge. All the lust, all the arousal, all the heat that had been bubbling under the surface—every part of him that had been screaming at the idea of actually being a complete stud of a giant, and, even better, having Braeburn up with him—no, even bigger than him—every last bit of it sent him roaring, screaming over his peak as his hips thudded against Braeburn’s stomach for the last time.

The pressure that had been building at the base of his shaft ever since Brae had gotten home finally burst, shattering like a dam and letting the flood break loose. Caramel’s thrusts went wild, sweat streaming down his perfect, sculpted body as he groaned, grunted, and whinnied, shooting out rope after rope of hot, creamy seed, globs of his cum splattering over Braeburn’s massive chest, his face, and the street beyond.

Braeburn caught as much of it as he could, eagerly gulping it down as Caramel cried out cutely, caught in the throes of orgasm. As his thrusts kept going, blasting off his fourth load in a row, Caramel kept groaning, words bursting from his muzzle that he could no longer hold back.

“Oh gods, Brae—you’re so fucking big, so fucking hot, so fucking sexy—and you’re just going to keep growing bigger and bigger and bigger—”

Braeburn groaned, more and more of Caramel’s hot seed splattering onto his face and matting his fur. His muscles flexed hugely, his partner’s orgasm only turning him on more and more. Still growing, he was now more than half again Caramel’s size—though the smaller giant’s equipment had more than kept the pace. Grabbing Caramel’s big body by the shoulders, Braeburn pressed him against his own massive shaft and began to run his back and ass up and down his throbbing member.

“Yeah,” he grunted, snorting as a glob of pre the size of a normal-sized pony burst from his own tip. “Keep goin’! Tell me how damn big I am!”

“You’re bigger than anything I’ve ever seen!” Caramel cried out, tears actually gathering at the corners of his eyes from the force of his orgasm. “Ungh—Big Mac—mmff—must seem like—unf—nothing to you now!”

Braeburn’s whole body tensed, bulging even bigger at the thought. Nearing a hundred and fifty feet now, his feet stretched out nearly a third of the way down the entire block, and his massive, muscular ass had long since spread out across both sidewalks. His shaft towered above him, a monument to an impossible, incredible masculinity that could clearly no longer be contained by any reasonable expectations of size.

Images of Big Mac—well, Lil’ Mac, compared to him now—filled his mind. How could he have ever thought that that was big? That six and a half feet meant anything when you could tower above the trees? That five hundred pounds meant anything when a single footfall set the entire village rumbling?

Big Macintosh—all that size, all that power that he’d lusted after for years—all of it was his now, and more. So what if it wouldn’t last forever? It could last as long as he liked—and now, here with Caramel, filled with a power and sensuality and size that the two of them could share, he found that he liked it very much.

Braeburn was grunting now, whimpering, his whole body shaking as his balls swelled along with the rest of him. His arousal was mounting, climbing incredibly, his muscular thighs—which had already been rubbing together—actually being pushed apart as his nutsack filled with more and more of his seed. He was groaning, the ground actually rumbling beneath his growing, massive body as Caramel cried out in the last throes of orgasm on top of him.

Caramel. The one who’d known about his fantasies—who’d come out just to help him fulfill them. The stallion he’d nearly forgotten about that day, whose devotion to him had given him the gift and experience of a lifetime.

“‘Mel,” Brae wheezed, the pressure at his crotch reaching a breaking point. “I—love—yo—mmff!”

His hips bucked wildly, actually sending Caramel up a half-dozen feet into the air and forcing another cry from his lungs and an additional load, hot and thick and white, from his flaring member. But that was only the forecast to a much larger flood.

His moans of pleasure tearing their way from his throat, Braeburn felt a pleasure unlike anything he’d ever felt before explode between his thighs. The earth actually shook and cracked beneath every crash of his massive hips, even as a tsunami of creamy white burst from the tip of his towering horsecock. Braeburn’s balls, each one over forty feet across and absolutely overfilled with cum, shuddered and lurched as they emptied their load across the entirety of downtown Ponyville.

Fat globs of jizz the size of wagons erupted from his tip, thick clouds of white bursting up into the sky and blotting out the sun as they rained down onto the citizenry below. Even as his orgasm turned a sizeable fraction of Ponyville into a winter wonderland, Braeburn was more focused on the intensity of his own climax, every muscle in his body throbbing, flexing, and swelling in time with the eruption of his spunk.

Braeburn was barely conscious; as he unleashed his sixth load over Ponyville, his massive balls churning and lurching as they emptied themselves, he all but whited out. He only came to moments after the last rope had shot from his flare, his vision blurring as he returned to lucidity.

“Wh-wha—?” he slurred, blinking dumbly. The sky above him looked blurry; he raised a giant hand to cover his eyes. “—’Mel? Wha’ happened?”

“Mmff.” Braeburn blinked again, then realized that the dark blur slumped on his chest was actually the brown mop of Caramel’s messy hair. The littler giant raised his head, then tiredly beamed up at him. “You just came an ocean over the town, stud. And it was incredible.”

“I…” Braeburn reached up to push his hair out of his eyes and stared when he heard something squelch. When he pulled his hand away, his fingers were covered with the thick, creamy white of his hot spunk. The barest sniff confirmed the familiar musk. It wasn’t all his—it was mixed with Caramel’s, too, their combined climaxes splattering the entire area—including each other—with their hot batter.

“Gosh,” he mumbled, not sure what else to say. “That was...somethin’.”

“It was something, alright.” Caramel snuggled against Braeburn’s big chest, his hips jerking teasingly and thrusting his still-hard stallionhood between their pairs of pecs. “But it ain’t over yet, stud. Look around you.”

Braeburn lifted his head lazily, then squinted to his side. Somewhere below the bridge of his nose, he could make out a fuzzy layer of green. It was only a beat later that he realized that he was looking at a line of trees.

“Wha’ the—” He stared. “‘Mel, how big are we?”

“Big,” Caramel said happily. He nuzzled into Braeburn’s chest. “Turns out orgasm just drives that potion into overdrive. Good thing Princess Twilight came along and teleported us out of city limits.”

“Princess…” Braeburn mumbled. “...Twilight?”

“Mmhm.” Caramel climbed forward over Braeburn’s chest and smirked down at him. The swollen, dripping flare of his stallionhood prodded gently against Braeburn’s chin. “I probably should’ve looked further into it—but at least out here we won’t crush anyone.”

Braeburn glanced to his other side. A genuine mountain, one that barely would have come up to his shoulders if he’d been standing, stared back down at him.

“‘Mel?” he asked, somewhat woozily. “Where are we?”

Caramel purred. “Somewhere,” he said slyly, tracing a finger down Braeburn’s cheek, “where I’ll have you all to myself.”

As he accepted Caramel’s kiss, Braeburn returned it hungrily. After all, he decided, his crotch stiffening once more, he couldn’t really argue with that.