“Echo!” Penumbra lifted a hoof to his mouth, cupping it around his muzzle. “Hey, Echo! You in there?”

Eclipse rapped on the door for the third time. “Yo, Echo!” When no response was forthcoming, she stepped back, frowning.

Penumbra let his hand fall to his side. He was frowning, too, staring at the—apparently empty—guardhouse. Echo had been supposed to have been watching over an impounded carriage from here, but she was nowhere to be seen.

“It’s not like her to be late checking in,” Penumbra said. He knew he sounded a bit anxious. “Are we sure she’s alright?”

“Puh-lease.” Eclipse brushed her jet-black mane out of her face and shot Penumbra a grin. “She’s probably off gallivanting around some of the local bars. Hitting up some of the stallions, y’know?” She leaned toward him and elbowed him in the side. Her purple armor clanked a bit, shifting over her coat as she moved.

Penumbra pushed Eclipse’s arm away. He noticed that he was blushing. “Echo isn’t like that!” he said. “I mean—she wouldn’t do something like that. She’s on duty.”

“She should be,” Eclipse said. She gave him a deadpan look. “But I don’t see her.”

Just as Penumbra opened his mouth to reply—of course Echo was at her post; how could she not be at her post, unless something was stopping her?—a sound reached their ears. The area by Canterlot’s North Gate was widely known to be one of the less populated parts of town, which was another way of saying that it was dead quiet, especially at this time of night. Nopony but the Night Guard and Luna should be awake by now. All the same, though, a voice drifted through the night air: a long, low moan.

Eclipse’s ear perked up. Penumbra’s did too. “Is that—” he began, knitting his brows together.

“It could be.” Eclipse grabbed his forearm. “It came from around back. C’mon. Let’s go check it out.” Penumbra let out a yelp as Eclipse dragged him along, struggling to stay on his feet as she pulled him around the side of the guardhouse.

The moaning continued, growing louder with each step. Penumbra’s heart was fluttering in his chest. Was that Echo? Was she injured? Or worse?

When they rounded the corner, they found Echo—though not in any state that Penumbra had expected.

It was hard to tell, at first, that it was really her. Only the Night Guard armor cast off to the side and the wings—leathery, bright purple, and crooked on one side—tipped them off. The rest of her was almost unrecognizable. To be fair, though, less of that was due to her face than to what was below it.

Penumbra’s eyes widened. His jaw dropped. He struggled to speak. “Echo?” he finally managed. “Is that...you?”

The pony sitting before them was...big. Not in terms of height—though the way she was able to look them in the eye while sitting down made him think so for a second—but in...well, width. Every part of her body that identified her as a mare was...bigger. Expanded.

Sitting on an ass nearly half as wide as she was tall, Echo had certainly gotten a lot...more. Each one of her asscheeks was the size of a medium beanbag chair, and they’d pushed her a good foot off the ground, squishing out beneath her like a massive pair of pillows. Her breasts alone defied rationality: each one sat comfortably in her lap, her bust an absolutely enormous—and borderline obscene—display of feminine size.

Penumbra gasped. Eclipse goggled. And Echo just moaned again.

She had one of her hands planted firmly between her thighs. It wasn’t visible between the twin continents of thighflesh swallowing it up, but from the moans she was making, it was pretty much clear what it was doing down there. Her other hand was resting on her enormous breasts; she couldn’t bend her elbow all the way around her bust, so she’d pushed her upper arm into an awkward angle that let her rest her fingers over her cleavage.

Grasped loosely in her fingers was a glass bottle, half-filled with a fizzing, amber liquid. From the missing cap, and the amount of liquid missing, it was clear that someone had been spilling—or drinking—it. As Penumbra watched, his whole body stiff, and his limbs trembling, Echo began to lift the bottle lazily to her mouth.

“Stop right there!”

Echo startled. She actually dropped the bottle, though it landed comfortably in the canyon formed by her cleavage without spilling a drop. The sudden motion set her massive body—breasts, thighs, and ass—wobbling madly, though, making her big body undulate like the waves on an ocean.

Penumbra was breathing hard. Twin emotions were warring within him right now—panic and shock at finding Echo in this state, and a growing arousal at her new body. For now, at least, shock won out.

“What are you doing?” he said. “Is that one of the contraband potions we confiscated this morning?”

Echo glanced down at the potion bottle sitting between her boobs. Then she glanced to her side. Penumbra’s gaze followed hers, finally landing on a modest pile of similarly-shaped empty potion bottles—right beside the carriage they’d pulled over, its cargo door hanging wide open.

“Um,” Echo said. Her usually high-pitched voice was at incredible odds with the vastly-proportioned, curvaceous mare sitting before them. “No?”

She tried to nudge the potion bottle deeper into her cleavage. Her boobflesh just swallowed it up, coming up around it like a pair of crashing waves.

Eclipse let out a long whistle. “Damn, girl. You’ve gotten some work done.”

“No, I haven’t! I just—”

“Swallowed over a dozen confiscated potions?” Penumbra said.

“Okay, maybe.” Echo was blushing. “I couldn’t help it.”

“And why not?”

“They tasted like mangoes!” Echo groaned. “You know how I’m a sucker for those. And then it just started feeling so...so…”

“Good?” Eclipse offered.

“Go-o-ood,” Echo wailed. “I really couldn’t stop!”

“Maybe not,” Penumbra said. “But we can help you.” He turned to go. “Come on, Eclipse—let’s go get a medic.”

“I dunno, Penumbra.”

He stopped in his tracks. “What?”

“I dunno.” He turned to face her. Eclipse was grinning like a madpony. She was also several steps closer to Echo.

“Eclipse,” Penumbra said slowly. “What do you mean?”

“I mean,” Eclipse said, “that while we’re here…”

Her hand darted out, grabbing onto Echo’s nipple. It had grown along with the rest of her, exploding through her bra as her bust size had ballooned. Nearly the size of a thumb, it fit comfortably inside of Eclipse’s fist, and Echo moaned as she squeezed it. An instant later, and Eclipse’s other hand had slipped around Echo’s underboob, the massive weight of her tits weighing heavily in Eclipse’s grasp.

Eclipse’s shit-eating grin widened. “...we might as well have some fun.”

“Eclipse!” Penumbra gaped. “You can’t do that! She might be poisoned! Or even—”

“Aw, relax.” Eclipse slid her palm down Echo’s side and began fondling the curve of her enormous, bubbly butt. Echo just moaned, twisting her thighs even more firmly around her own hand. “You know she’s fine. Just a bit bigger, is all.

“And,” she added, giving Penumbra a wink. “If we go back to Medical, there’s no way they’ll let us keep her like this. And right now, she’s the biggest piece of ass you or I are ever going to see.”

Penumbra kept gaping. “But—you can’t—you can’t just do that! And especially not without asking!”

As if on cue, Eclipse’s hand slipped a bit further across Echo’s breast. The big mare’s massive bust heaved, Echo herself gasping with indisputable pleasure. “Ooh, yes,” she groaned, her eyes fluttering shut as Eclipse massaged her gigantic jugs. “More. More.”

“C’mon,” Eclipse said. “Here’s your chance, ‘Umbra. What better opportunity are you gonna have to tell Echo how you really feel?”

Penumbra blushed madly. “I don’t think she’d want me to—” he began.

“Hey, Echo.” Eclipse’s lips were nearly brushing against the other mare’s ear, her hands still clamped firmly around Echo’s oversized tit. “Whataya say to having two masseurs?”

Echo’s eyes flew wide open. She latched onto Penumbra. “Oh, yes, please,” she said. “I’m just so big—and it feels so good, but I’m so turned on and I just can’t reach…”

Eclipse leered at Penumbra. “Sounds like a ‘yes’ to me.”

His hands trembling, Penumbra took a step toward Echo. And then another. His wings flared out behind him, as stiff as the stirrings in his pants. He’d never seen a pony half her size before.

With a start, he realized that he was standing right before her. Still shaking a bit, he lifted up a hand and laid it on the side of Echo’s bust. It sank right in, the massive mare’s titflesh warm and inviting around it. Penumbra gave it a little squeeze, and Echo moaned, her whole body shuddering.

“Luna, Echo,” he mumbled. “You’re just...so big.”

“Ooh.” Echo trembled, digging her hand even deeper between her thighs. “It just feels so good, doesn’t it?”

“You bet it does.” Eclipse had found Echo's Cutie Mark, and was rubbing it with a passion. Echo moaned with lust as the smaller mare massaged her enormous rump. “Geeze, Echo. Your Cutie Mark alone is bigger than my head. You’ve got the fattest ass I’ve ever seen.”

“Not...big enough,” Echo groaned.

Eclipse’s eyes shot wide open. Penumbra’s did too.

“Oh, you naughty mare.” Eclipse slapped Echo’s meaty ass, sending it wobbling and jiggling like a bowl of Jello. Echo squealed in surprise and pleasure. “You’ve got all this and it just isn’t big enough, is it?” She leaned down—though she barely had to—and gave Echo’s gigantic flank a big hug. She couldn’t even get her arms all the way around it; her fingers just barely reached the Cutie Marks on either side, and her hands sank deep into Echo’s squishy butt cheeks. “How big do you wanna be?”

Penumbra kept exploring Echo’s big body. A spark of daring leapt up inside of him, and he slid both his arms around Echo’s left breast. He hugged it to his chest, letting her massive volume of titflesh squish right out beneath his armpits. Echo moaned loudly as his fingers wandered across her nipple, squeezing it briefly.

“Bigger,” Echo gasped. “Just—bigger.”

Eclipse chuckled. “Now that’s a good aspiration to have.” She was grinding against Echo’s ass now, which easily weighed almost as much as she did. She’d also long since discarded her armor, exposing her own rather attractive—though tiny, compared to Echo’s—C-cup breasts and wide, tapering hips. Her breath short between each thrust of her hips, she grunted out, “I’ll admit—I’ve had my eye on you—for a while now. But Penumbra—mmff—has wanted to feel you up for even longer.”

Penumbra blushed bright red. He almost pulled back from fondling Echo’s boobs, but somehow kept himself locked in place. His wings flapped nervously behind him.

Echo blinked innocently, a bit of lucidity returning to her eyes. She looked down at him. “I—is that true, Penumbra?”

“Y-yes,” he said. He couldn’t quite meet her eyes; then again, the only other thing filling his vision right now were her rather remarkable tracts of land.

“Why?”

He nearly choked. “W-well,” he said. “You’re, uh, nice. And funny. And, uh. I guess—”

“He means you’ve got a smokin’ hot bod.” Eclipse spanked Echo’s Cutie Mark again, and the other mare yelped. The moment was gone for now, but all the same… Penumbra felt more comfortable with spreading his body out over Echo’s magnificent bust. Ripping his breastplate off, slipping off his armor—it felt right. It felt good. His hips gave a little jerk as the top of his sprouting erection rubbed against her underboob for the first time. It was just too much of a turn-on; in what seemed like no time at all, he was grinding against her, humping the side of her tit as hard as he could.

“Fuck,” Penumbra groaned. “Echo. You’re just so—so big. So soft.”

“Fuck this,” Eclipse growled. “You’re mine.” And she turned Echo’s head toward her and forced their muzzles together.

Echo moaned into the kiss, squirming in Eclipse’s grip as Penumbra looked on. It was all just too much for him. He gave Echo’s massive bust another hump, his erection feeling like it would burst from his pants.

Somehow, as he was grinding against her body—all shame had evaporated now, replaced by a pure, growling need—he managed to wind up behind her, with Eclipse angling herself around Echo’s front. Penumbra just stared at Echo’s ass, which was wobbling enormously before him, as he fervently hotdogged his length between her cheeks.

Before he knew it, he was fumbling with his pants. The moment his stallionhood sprang free, Penumbra let out a long groan of satisfaction. He could feel, for the first time, Echo’s bulk grinding against his girth. His shaft spasmed, lurched, spattering her fat flank with a healthy glob of precum.

At twenty-one inches in length, Penumbra had always been a “bigger” stallion. Most mares couldn’t handle his size—but Echo, it seemed, might be the first that even he couldn’t handle. Gritting his teeth, Penumbra eased his length in between Echo's plump cheeks, his whole body trembling as her fat, juicy flanks caressed and rolled over his girth.

He was already nine inches into her ass, and she hadn’t even reacted yet. He wasn’t even inside—Echo had just grown so big, so plump, that she didn’t even notice his shaft steadily approaching her marehood. It was just another stimulant, another thing massaging her massive tush, setting it wobbling and doubtlessly filling her with even more pleasure. Penumbra’s nostrils flared, and he snorted as he imagined what Echo must have been feeling just then.

A heartbeat later, he felt himself slip inside—all the way inside, Echo’s warm, wet marehood welcoming him in. In another position, he might have entered another hole entirely—but Eclipse had pulled her head down forward, her gigantic boobs and thighs squishing out beneath her like a mattress, and letting her rest her body quite comfortably against the ground. Penumbra moaned as Echo’s tree trunk-width thighs flexed and bounced on his either side, her ass cheeks jiggling over the backs of his legs as he slipped even further inside of her.

Suddenly, Echo’s ass tensed up. “Ooh,” he heard her moan. “Penumbra—is that—is that you back there?”

“You—ngh—better believe it.” Penumbra grunted, slipping another few inches of his length inside her. Echo squealed, then moaned again as Eclipse pulled her into another kiss. “Luna, Echo,” Penumbra grunted, “but you feel so good—”

His hips jerked forward, slipping the rest of his shaft inside her. Echo yelped as he bottomed out inside of her, then groaned, her swollen pussy lips winking around his girth. Penumbra groaned as his cock flared again, splattering Echo’s vaginal walls with his salty pre.

From there, he got into a more comfortable rhythm. He slid himself in and out of her, her walls and thighs slick with his leaking pre. His heavy balls, full of cum, slapped against her ass, sending ripples across her vast, flabby flank. He’d started out slow, but now, he was speeding up, rocking his hips forward and backward as he buried himself inside her again and again.

“Yes!” Echo groaned. “Oh, yes—faster! Fuck me, Penumbra. Fuck me, please—”

He’d never been more turned on in his life.

He’d had sex with other mares before, but rutting Echo was like nothing he’d ever felt before. He wrapped his hooves around her ass, stretching them as far as he could reach, rubbing her Cutie Marks as he jerked his length in and out of her, again and again. His hips slapped against hers, the softness of her insides welcoming him inside like velvet. The wetness inside of her eased his entry and exit, bringing his arousal to new heights as he snorted and groaned.

His wings were spread fully behind him, stiff beyond all reason. Echo’s were, too—a pair of cute, leathery wings that were no longer anywhere close to being big enough to get her off the ground. But they strained out beyond her, fluttering madly, and flexing with obvious pleasure every time Penumbra hilted himself inside of her.

Gods. Even Princess Luna didn’t have an ass this big. He’d have bet that even the guards—generals, really—who’d claimed to share an “intimate night” with the princess had never felt an ass as soft as this. Echo was just...overwhelming.

Gasping for breath, his pleasure centers threatening to overrun the other synapses in his brain, it took Penumbra a moment to realize that Eclipse was talking. His eyes flickered up, his ears snapping to attention, though he didn’t miss a beat in plowing the mare before him.

“—all you want?” Eclipse was saying. There was a wide, lazy smirk on her face. She’d draped her upper body across Echo’s bust, and was currently stroking the other mare’s cheek. Her hand slipped across Echo’s shoulder, and gave it a little squeeze. “You’re big now—but I know you want to be bigger.”

Echo could only moan. “Y-yes,” she stuttered, flushing madly. She let out another moan as Penumbra thrust himself inside her again, her marehood clenching around his girth. “Oh, I want to be so big, Eclipse.”

“And you can be.” Eclipse just patted her cheek. “You’re far too small now.” She bounced up and down on Echo’s bust, the other mare’s massive tits shaking beneath her weight as she humped them repeatedly. “We need to get you…”

She darted in, stealing a kiss. Echo just moaned. “Bigger,” Eclipse finished, pulling away with a smile.

“The—the carriage,” Echo groaned. “There—there’s more of them.”

“Of course there are.” Eclipse ran her fingers through Echo’s mane. “You saved some of your growth for us—how thoughtful.” She glanced at Penumbra over the hyperendowed mare’s head and winked.

It took her around thirty seconds to lug out another pile of growth potions. Even bigger than the ones that had lain discarded at Echo’s side, these sloshed and bubbled with the promises of more size to come. Penumbra licked his lips, then gasped when Echo’s marelips locked around his shaft, slurping him forward.

Echo gulped the potions down by the bottleful, slurping them down greedily as Eclipse fed them to her. Eclipse herself looked maddeningly gleeful; Penumbra didn’t doubt that he looked much the same. His mind was awash with thoughts of how big Echo was going to get—and she was already so huge. Even with the size he was now, he was barely able to get half of his cock inside of her. How much bigger would she get? His imagination set his heart—and his crotch—pounding with excitement.

Echo let out a low, rumbling moan as she downed the third potion. With that, she began to grow. Her thighs widened, trapping Penumbra on all sides. Warm curves of legflesh pressed against his ankles, and then even his hips, her lower body getting bigger, plumper, thicker. Every thrust inside of her made her legs flex, which squeezed him even tighter. Penumbra felt like he was being milked dry, every squeeze of Echo’s legs pushing more and more precum out of his nuts and into her snatch.

Her boobs were growing, too. Eclipse smiled wickedly, then began to laugh as Echo’s breasts ballooned out beneath her. “Yes,” Eclipse said, gyrating atop Echo’s enormous bust. “Yes. Yes!” She was rubbing her whole body along them, the sheer size of Echo’s boobs fast outgrowing even her. “Bigger, bigger, bigger!” A slip of her body across Echo’s chest pushed her a hundred and eighty degrees around—Echo groaned as Eclipse reached down to both her massive nipples and began to massage them, then reached forward eagerly herself to lick at the smaller mare’s dripping pussy. Eclipse’s answering moan held the most self-satisfaction that Penumbra had ever heard.

And Echo’s ass.... Echo’s ass was fast becoming out of this world. Penumbra nearly choked on his own arousal as her titanic, blobby asscheeks pushed out and against one another, crushing his dick between their incredible weight. It felt like he was fucking a pair of mattresses, each squished up against one another and each with the consistency of a beanbag chair. Every thrust of his pelvis, every smack of his hips against them sent Echo’s massive Cutie Marks—fast outgrowing his head, and then some—wobbling like water on the ocean’s surface. The fleshy smack of fur on fur filled the air, Penumbra’s pants and Echo’s moans the only things filling his ears.

But just as her ass got wider...it got taller, too. Penumbra soon realized his thrusts were becoming shallower and shallower, barely penetrating past the wall of assflesh now comprising nearly a quarter of Echo’s entire body. It was pushing him away, forcing him back past her widening thighs. Her buttcheeks were huge, nearly coming up to his chest now, and it was fast becoming clear that her marehood was just getting too far away for even his two-foot member to reach.

Echo’s moans tapered off. “Why’d you stop?” she asked. She groaned as he squeezed her ass again, her Cutie Mark squishing between his fingers. “W-why’d you stop?”

He grunted. “Echo,” he mumbled. “You’re—fuck, you’re getting too big. I’m still—I can’t reach.”

“You’re just not trying hard enough.”

Penumbra jumped when he felt a hand on his crotch. Eclipse leaned over his shoulder, grinning like a cat who’d caught the canary—or in this case, the cock. In her free hand, she was holding up a familiar-looking bottle, sloshing with a familiar-looking potion.

“Hard enough,” she said, still grinning. “Get it?”

“Dammit, Eclipse,” Penumbra gasped. “What are you doing with that?”

“Oh, it’s simple, really.” Eclipse tossed the bottle up then caught it by the neck. “You’re too small now to please my big girl properly. And I like keeping Echo happy. So the only solution is to make you—”

She bit the cork top of the bottle, then pulled it out with her teeth. She spat out the cork and beamed at him.

“—bigger.”

Penumbra opened his mouth to object—but Eclipse had already shoved the mouth of the bottle against his muzzle. He gagged for a second, but then began to drink it down greedily. The potion was warm, sweet, and creamy. It was like nothing else he’d ever tasted and he wanted all of it.

“That’s right, big boy,” Eclipse purred. “Drink up. Get big enough to please your mares.”

Penumbra groaned, then sputtered as he finished the bottle. Eclipse pulled it away and pushed another one in front of him. He could already feel a warmth gathering around his crotch, could feel his muscles tensing and flexing as something began to work on them. He eagerly downed the next one, too, and then a third just as quickly.

“Good boy.” Eclipse gave his crotch a squeeze. Penumbra’s hips jerked. “Now, time to go back and enjoy our big, beautiful mare from the front. Gotta keep both sides happy, y’know.” She tossed the last bottle over her shoulder, letting it shatter on the dirt.

Penumbra’s stallionhood felt...hot. His shaft was burning, but it didn’t hurt. Instead, it felt...good. It felt strong. Heavy. Full. He inhaled quickly as he felt his balls beginning to pull the skin from over his crotch.

Because they were getting bigger—heavier, fatter, filling up with more and more cum, readying themselves for the inevitable eruption. Penumbra groaned as his shaft followed: first, it thickened, pushing the folds of Eclipse’s massive, bouncy asscheeks aside as it widened in girth; then it grew longer, pushing through the depths of Eclipse’s enormous flank until it was just brushing against the mare’s swollen marehood. Penumbra gasped as he felt his growing shaft poke right through, pushing its way inside of her without him even making a movement.

“Mm.” Echo adjusted herself, shifting her massive hips. Her big butt wobbled in rolls, ripples spreading across her ass as the bottom of her cheeks smacked against Penumbra’s hips. “That’s much better.”

A disbelieving, yet cocky grin spread across Penumbra’s face. “Now that’s more like it,” he breathed. He gave his hips a little bounce, and Eclipse moaned as he penetrated her once more.

He was so big now—bigger than any stallion alive. Just by his estimation, his shaft was now more than long enough to poke up above his ears when fully hard, and he was still growing. It was so thick, too; from what he could make out of the base between Eclipse’s asscheeks, it was nearly as wide as his torso, and laying across a pair of balls that were fast dropping down toward his ankles.

He gave his hips another little shove. Eclipse moaned, loudly. She was so tight now—or maybe, he was just that much bigger. The thought made him even harder, making her even tighter around him, and before long he was pumping his hips just as quickly as he had been before. Fat globs of precum, increased in volume with his new size, splattered loudly against Eclipse’s warm insides, dripping down the walls of her marehood and filling her up even further with Penumbra’s hot pre.

“Yes,” Echo moaned. “Yes. Yes—mmff.”

It took Penumbra to recognize the last sound as a happy gurgle, rather than another moan. He glanced up over her head, and recognized Eclipse once more draped over Echo’s bust—which, he noticed fairly quickly, had grown even larger until it was at least twice the smaller mare’s size.

“That’s a good filly,” Eclipse was purring. She had another of the potion bottles tilted up and over Echo’s muzzle, letting the bigger mare happily gulp it all down. “Drink it all. You want to get nice and big, don’t you?”

“Ooh, yes,” Echo groaned, once the finished bottle had been removed. “Oh, Eclipse, I’m so small—I need to get big.”

“And you will be,” Eclispe said. “Just be a good filly and drink up your medicine.” In the blink of an eye, another potion was at Echo’s muzzle, the neck clasped between the mare’s eager lips—and then the bubbling liquid within was eagerly being gulped down.

Glug. Glug. Each swallow made Echo even bigger, her massive form expanding as her breasts, hips, and ass just grew. Her hips became more than twice as wide as her shoulders, her boobs pushing her torso up even further as they spread out beneath her, as wide and fluffy and tight as a stack of mattresses. And her ass—Penumbra grunted, his eyes fluttering shut as her massive buttcheeks billowed out around his shaft, grinding it between their hefty mass as they grew and grew and grew.

“Yes,” Eclipse murmured, stroking Echo’s cheek. The big mare kept moaning into the potion, gulping it down as she grew. “You’re getting so big—so huge. Keep growing, little Echo. Keep growing!”

“So big,” Echo gasped. “Oh, Luna, I’m huge. Oh, I want to be bigger.”

“Keep growing!” Eclipse said. “Get bigger, and bigger, and bigger. I want you to swallow Penumbra up with your ass—keep growing, keep expanding—I want you to have the biggest ass, the biggest fuckin’ tits that anypony in all of Equestria has ever seen!”

Echo’s body let out a low, rolling rumble—and her marehood’s lips clasped tightly around Penumbra’s shaft. He gasped, his eyes rolling up as he teetered on the edge—

—and went over.

As Echo’s orgasm reached its peak, fueled by lust for her new size, Penumbra’s seized him by the crotch, and erupted. His hips bucked wildly, his gigantic cock pumping huge amounts of spunk between Echo’s equally gigantic ass, filling her cunt with his seed in seconds. But he didn’t stop there.

He kept cumming, fat globs of his spunk splattering against Echo’s inner walls before dripping down to join the growing lake of jizz inside of her. She groaned, her second orgasm beginning as his shaft bulged obscenely inside of her. Penumbra just snorted and moaned, his whole body thrashing as the force of his oversized orgasm yanked his hips from side to side.

There was just so much cum—he could barely stand it. His vision was clouding over, his mind empty of all thoughts but sex, pleasure, and release. His hips kept pounding against Echo’s ass, sending it wobbling like a massive plate of Jello as he pumped gallon after gallon of his hot, thick cream inside of her. Echo just kept moaning, her belly swelling beneath her as he filled her up. Already, it was half the size of her bust, big and round and taut, sloshing loudly as he filled her up with more and more of his seed.

It seemed like Eclipse, as well, was enjoying the ride. “Fuck!” she squealed, still vigorously humping Echo’s breasts. From the way look of utter pleasure and release on her face, she’d gone over the edge, too. She’d grasped Echo’s breasts in both fists, huge amounts of titflesh squishing between her fingers. By now, either breast was bigger than her whole body, and Echo was only getting bigger—especially around the middle.

Sweat ran down Penumbra’s forehead as he pumped more and more of his hot spunk into Echo’s marehood. Her belly just kept swelling, expanding outward as a veritable ocean of cum poured into her. Echo just kept moaning, “Yes—fill me up, make me bigger, fill me with your cum! Oh, Luna, yes—” Her encouragement just made Penumbra’s orgasm even more intense, her ass squeezing around his girth and milking him for every drop his cum-laden orbs could produce.

He finished—eventually. By the time he did, Echo’s belly was blimped up bigger than her breasts and ass combined. The potion had “only” grown Penumbra’s balls until they dragged along the ground, but it had also increased the amount of cum they produced by orders of magnitude. Echo was left to just happily moan as she wobbled on top of her magnificent belly, completely stuffed with Penumbra’s load. Her gigantic gut sloshed loudly as Penumbra pulled out, her ass shaking and rippling. He blinked, stumbled, and fell onto her, completely out of energy.

Penumbra groaned. Echo’s ass all but swallowed him up, his upper body sinking into her enormous flank as her assflesh pushed up around him. Somewhere around him, he knew, her Cutie Marks were wobbling, each one more than half his height—but for now, all he could see was an endless ocean of deep purple fur. He groaned again, his eyes fluttering shut. Completely spent, he could think of worse places to fall than an ass with the size and consistency of a waterbed.

At least he could relax here. The aftershocks of his incredible orgasm still sent his limbs spasming every few seconds. His arms and legs felt like they were made out of jelly, and his towering cock—which was probably more than two-thirds his height by this point, and just as wide—felt heavier than a boulder.

At least he could relax...until Eclipse’s voice rang out again. It, too, sounded shaky, but the mischievous streak was still there.

“So, guys,” she said. She was breathing heavily, but Penumbra could picture the massive grin on her face. “That was fun.” He could hear her grin widen.

“Who’s up for round two?”