The darned shirt wouldn’t button.

Caramel grunted as he tried to tug the two sides of his shirt together. His thick fingers squished against its clear white buttons, the bottoms of his palms pressing against his generous middle as he did his best to force the button on the right into the hole on the left. A groan of exertion slipped past his clenched teeth as he pulled and pulled, the button refusing to budge even a centimeter closer to its destination.

With heavy exhale, Caramel stopped sucking in his stomach. It flopped out over his waist, a plump, gelatinous mass that had only just begun to register as more than a potbelly. He eyed it mournfully, and made a last halfhearted effort to pull the two sides of his collared shirt together. His belly jiggled in response, ripples of motion spreading across its squishy surface as if it were laughing at him.

Goodness. When had he gotten so...fat? Caramel bit his lip and laid a hand on his belly. His gut was soft, warm, and squishy; his fingers sank into it by a good half-centimetre each, the supple flesh easily giving way beneath the weight of his palm. He gave it a light pat, and it bounced happily.

There was no other name for it. Caramel had just put on weight. He turned back to eye his rear end, chewing on his lip in vague concern. He’d bought these pants new just six months ago...and yet his fat rear filled them out more than any reasonably sized stallion ought to ever expect. Why, it’d taken him a good ten minutes to cram his oversized rump inside them, and even then, wrestling with his belt had taken the better part of an additional five. Closing the buckle and latching it shut had wound up pushing his big, plump gut up over his waistline, where it was now stubbornly refusing to allow the two star-crossed sides of his shirt meet.

Caramel sighed, and let the two sides of his shirt go. Beneath it, a white t-shirt was stretched almost painfully tight over his torso, his belly so large that the shirt actually rode up by a good six inches. The dark, gaping hole of his deep belly button was only half-hidden by the hem of the t-shirt, and the upper half of the shirt was molded perfectly to each one of his round, chubby moobs. Caramel poked one of them, and bit his lip when he saw just how deep his finger sank.

He looked up, and eyed the box of donuts sitting on the kitchen counter mournfully. Beside it sat his tie, coiled and forgotten. The donuts, on the other hand…

Caramel licked his lips. Ever since moving in with Big Macintosh, it was difficult to deny that he hadn’t become accustomed to a very...bountiful lifestyle. The other stallion was always there with some kind of snack, and to make matters worse, he was an absolute god in the kitchen. Caramel shuddered happily, recalling the crisp, flaky crust of that perfect apple pie Mac had baked just that weekend. Big Mac had had two slices. Caramel had had six.

There was no helping it; Caramel just loved food. He eyed the box of donuts longingly, gazing past the plastic covering at the glistening, chocolate-coated loveliness beckoning him beneath. He felt a line of saliva slipping down his chin and hastily slurped it up. The action set him aware of a jiggling, loose sort of motion beneath his jaw. If he wasn’t careful, he might find himself with more than just one chin to drool down.

And yet… Caramel swallowed, and tried to ignore the rumbling of his stomach. He’d had only a single piece of toast for breakfast - barely even buttered - following last night’s vow to eat healthier. It wasn’t really that he felt anything wrong with being fat; it was just that, as far as he knew, it was something that a stallion just Did Not Do. But just looking at that box of donuts, those pastries sculpted from sugar and divine chocolate, he could feel his willpower already wavering.

Toast wasn’t enough. He needed real food. Caramel took a step forward, and then stopped. His belly jiggled a bit; it wasn’t quite large enough to have an overhang yet, but it was getting there. His thighs, plump and thick from second helpings, brushed together, and Caramel shivered with a sort of pleasured self-awareness.

He was lovely, he was handsome, he was heavy and plump and beautiful - but no more. Caramel bit his lip, barely even realizing that his hand was already hovering over the box. He should lose the weight. Get in shape. And yet…

His eyes fell on his tie. Caramel gave a strangled grunt, and stepped back away. His open shirt sneered up at him, taunting him. Gritting his teeth, Caramel grabbed both ends in clenched fists and tried to force them together around his plump, rounded gut. He was preoccupied with his herculean task, in fact, that he didn’t hear the smooth, quiet scuffling of feet across the kitchen floor.

In fact, he didn’t even notice anything out of the ordinary until a pair of warm, muscled arms slid beneath his armpits. Caramel stiffened, then relaxed when he heard Big Mac’s voice rumble, “G’mornin’, Mel.”

“Good - oof - morning.” Caramel scowled down at his shirt, his fingers twitching around the rebellious button.

Big Mac’s big, strong hands moved down over his rotund middle. Caramel felt a momentary flash of shame when they lingered over his pudgy, porky belly, but then giggled when Mac’s fingers poked beneath his t-shirt to squish at the voluminous gut beneath. “Mackie. I’m trying to get dressed.”

Mac chuckled softly. “Havin’ trouble?” he asked.

“The darned shirt won’t button,” Caramel said.

Mac’s lips touched the back of his head, his warm, soft muzzle pressing against Caramel’s long, conditioner-smoothed mane. He stood there for a moment, his long arms wrapped around Caramel’s waist as his weight rocked gently from side to side. Then he asked, “Why not?”

Caramel huffed. “I, ah - it doesn’t quite fit.” He grunted when he felt Mac’s hands stop their gentle, circular rubbing of his bare lower belly and move upward over the hem of his t-shirt. “I can’t get the button across.”

Mac took the two sides of the shirt gently from his hands. Caramel bit his lip, his face reddening as he watched Big Mac calmly take the button and hole in his fingers. “And why’s that?” he heard Mac rumbled behind him, the big stallion’s voice tinged with amusement.

Caramel blushed. “I - my belly’s too big,” he said. He stared downward, watching the way his oversized gut bounced and jiggled playfully beneath the motions of Mac’s skillful hands. He held his breath, his belly squishing underneath Mac’s wrists as the big stallion brought the two sides of his shirt closer together. In a lower voice, Caramel added, somewhat wretchedly, “I could swear it fit a week ago.”

Big Mac hummed quietly. “That was before Bloom’s birthday party,” he said. It wasn’t accusatory, nor was it questioning. It was merely him stating a fact, as ephemeral and as apparently irrelevant as a mote of dust in the wind. Then he added, “How much did you eat there?”

Caramel fidgeted, his fingers poking together over his thighs. “A lot,” he mumbled. “Oh, but I didn’t think it would do this.”

Big Mac chuckled. Caramel sucked in his belly - or tried to, at least. The vast, doughlike mass quivering atop his torso had long since stopped being slender enough for that to have any impact. Still, he managed to clear a good half-inch of space for Mac to pull the button a little bit closer to its destination. He grunted, his belly squishing enormously as the two sides of the shirt cut into his soft, pliable flesh.

“Thought you could just eat whatever you wanted?” Mac said. Caramel whined softly.

“Well, yes,” he said, his cheeks fiery. “And it was just all so good.”

“Apple pies,” Mac said. Caramel sighed happily.

“Scrumptious,” he murmured.

“Apple strudels.”

“Perfectly flaky.”

“And the cake…”

Caramel groaned audibly. “That chocolate was sinful. I couldn’t help myself.”

“Seven slices,” Big Mac said, all but purring into his ear. He tugged the button and hole a bit closer, and Caramel gave a strangled gasp. “Y’all didn’t fit into your dress shirt then, neither.”

“Yes,” Caramel wheezed. His belly was squished enough that it was becoming difficult to breathe. “But that was just bloat. This is - “

The button slipped into place. Big Mac’s fingers released it, hovered over for a moment, as if watching, waiting. Caramel stared down with baited breath, watching as the button quivered, trembled, the tension in the string apparent as the fabric of the shirt cut deep into his soft, buttery flesh -

The strings snapped. The button popped off of Caramel’s belly, and went flying through the air. Caramel’s belly flopped out of its cloth prison with the gelatinous force of a wave in water, ripples of flab cascading down over his middle and sending jiggles of motion through the two great folds of his gut. He inhaled sharply, rich, beautiful oxygen filling his lungs as he sucked it in greedily.

The button clanged! off a wall, and clattered to the ground. He eyed it mournfully before finishing, “...fat.”

His belly stared up at him, taunting him. The torn shreds of his button-string looked like a gaping wound in his shirt. Caramel groaned. “Great,” he muttered. “Now I’m going to need to change into another shirt.”

He waited for Mac to let go. But Big Macintosh did nothing of the sort. Instead, Mac’s hands settled back over Caramel’s rotund belly, and began tracing wide, gentle circles across the smooth, squishy surface. Caramel shuddered at his touch, little tingles of pleasure jittering through his veins as Mac began to rub and knead his big, soft gut like dough.

“M-mac,” Caramel said. “What’re you doing?”

Mac didn’t respond at first. Instead, he just grabbed a larger handful of Caramel’s gut and began to rub it between his thumb and forefinger. “Why’ve you got to get another shirt at all?” Mac said behind him. “Just go out like this. Show off a little.”

Caramel stiffened. “Mackie,” he said. “I can’t - I couldn’t do that! Everypony would stare, and my boss would get mad - “

“Because he’s jealous?” Mac said. He slipped a finger into Caramel’s belly button, pushing the hem of his overstretched t-shirt just a bit upward. “That he ain’t half the stallion you are?”

Caramel bit his lip. Behind him, he could feel a growing stiffness pressing at his behind. It started at his rear, pushing firmly between the cheeks of his overstuffed slacks. It moved upward from there, a thick, heavy weight that brushed against the middle of his lower back.

“You’re not wearing any pants, are you?” Caramel said, his eyes narrowing.

“Nope,” Mac said.

Caramel thought he felt a drop of dampness smearing across the back of his shirt. “Are - are you getting hard from this?”

“Eeyup.” Caramel could hear his smirk. Big Mac’s hand pushed up over the round curve of his belly, even as Caramel felt the other stallion’s shaft growing longer, harder, thicker between the tight fabric covering his butt. Mac’s hand twitched upward and grabbed one of Caramel’s big, squishy moobs, squeezing it playfully between his fingers.

“ - Ooh! Mac.” Caramel giggled, his face flushing as Big Mac groped and squeezed his “breasts.” He wasn’t quite large enough to need to be fitted for a bra just yet, but his once-defined chest had degenerated into a pair of fat lumps, each one squishy and plump enough to fill a palm comfortably. Big Mac nuzzled the back of his neck as he played with Caramel’s chest fat, the other one of his hands flicking at the crease line dividing the two great folds of fat surrounding his belly button. “S-stop!”

He made a half-hearted attempt to push Big Mac away, but his giggling blew his cover. Caramel moaned softly as Mac grabbed his big belly in both hands, his plump pudginess oozing between Mac’s fingers. Caramel twisted and blushed, feeling his own stallionhood stiffen as Mac grinded up against his large, supple rear.

“Nope,” Mac said, right into his ear. He planted a kiss on Caramel’s cheek, and let his hands slip around his coltfriend’s generous middle. Caramel blushed harder when he realized that, instead of going inward, Big Mac’s palms went outward around his new inverse-hourglass figure. Big Mac exhaled softly against his shoulder and grabbed Caramel’s chunky love handles, rubbing his thumbs against their plump, squishy weight.

“Looks like my lil’ colt’s been gettin’ pretty big,” Big Mac teased, nuzzling his cheek. Caramel squeaked with delight as Mac hefted his love handle in one hand while moving down toward his crotch with the other. Oh...he felt so fat like this, watching the way his love handles filled up Mac’s hands and more...but it was so undeniably erotic!

Mac grunted, his voice husky, as he continued to hump Caramel’s large, plump behind with his throbbing, rock-hard cock. “And you know I like ‘em soft.”

A moan slipped past Caramel’s lips, soft and unassuming and inconveniently needy. “M-mac,” he mumbled, as Mac stroked his tented crotch, the big stallion’s hands curling seductively around his own stiffening erection. “I have to go to work. I have to get ready - “

“Nope,” Mac said again. He hefted Caramel’s big, doughy belly in both hands and jiggled it about; Caramel watched the waves and counterwaves of motion rippling across his bouncing gut with fascination, then moaned again as the pressure of Mac’s fingers against his rotund middle sent tingling electrical shocks of sensual pleasure shooting up his spine. “Y’all work too much. And I think you’re still hungry, you cute, plushy lil’ colt.”

Caramel flushed as Big Mac began to push his pointer finger in and out of his belly button in a very suggestive manner. Caramel bit his lip, his long eyelashes fluttering as he realized just how well Big Mac’s finger filled out his deep, cavernous belly...just how thick he felt within his gut.

“I’m...very soft, yes,” he squeaked. “But I really should - “

This time, the rumbling of his own belly interrupted him. Caramel let out another squeak, and blushed deeply, his cock stirring in his pants as his empty gut bounced and swayed beneath Mac’s skillful, inquisitive hands. Mac chuckled softly behind him.

“C’mon, ‘Mel,” Mac said, his voice husky and teasing. “I just wanna have a lil’ fun.”

“Oh - my…” Caramel groaned as Mac’s palm drew circles over his stiffening crotch. His belly squished and flattened beneath Big Mac’s thick wrist, its great, doughy mass all but split in two around it. He felt his own erection stirring to life, his pants growing tighter as Mac’s huge, girthy shaft pressed harder between his own chunky ass. “I - I really should be...mmff. Getting ready.”

He gasped, a sharp intake of breath, as Mac’s hand slipped beneath the soft overhang of his belly, and past his overstretched waistband. It was certainly a tight fit, but the sensation of Mac’s fingers pressing so tightly into his soft flesh felt heavenly. Big Mac nuzzled the back of Caramel’s soft, feminine mane as he reached around his coltfriend’s thick waist, his fingers latching onto Caramel’s belt buckle. Caramel whined softly; it’d taken him ages to get that to close around his waist. And yet…

He whimpered with a quiet need. His pants felt so tight. His cock continued to stiffen, stirring, a monster yearning to be set free. And surely it would be nice to let his big, weighty body spring free of its tight, fabric confines.

“Oh, all right,” Caramel said. Big Mac chuckled, and slipped a finger between the loop of his belt buckle. A few beats later, it clicked open, along with his slacks. But Big Macintosh wasn’t finished yet. The sheer size of Caramel’s big, chunky thighs and hips kept his slacks firmly in place, plastered to his waist as if stuck there. He took a deep breath of Caramel’s gentle, fruity scent as he wormed his fingers beneath the waistband. Softly, Mac teased Caramel’s slacks downward and outward until they were just far down enough to slip all the way down. Caramel bit his lip, watching as more and more of his stretched, damp underwear came into view - and then with a thwump, his pants hit the floor.

“Now ain’t that much better?” Mac said. He groped at Caramel’s package, stretching his fingers across the other stallion’s thick, erect shaft. Caramel had never been small - ten inches was certainly respectable for a stallion of his size, especially given his feminine figure - but he’d always felt like a little filly compared to Big Mac’s fat, throbbing stallionhood. Freed from the confines of shirt and slacks, his big, doughy belly flopped down over his middle with a heavy, playful bounce. Big Mac’s hand pushed between the underside of his gut, his knuckles dragging along Caramel’s stretch marks, as he curved his fingers around the bulge of his coltfriend’s member. Caramel moaned softly, his erection flexing happily in response, a few drops of precum dripping from his underwear.

“It...does feel...a bit looser.” Caramel hiccupped. Big Mac laughed softly, and gave Caramel’s belly a pat with his free hand. Caramel blushed cutely as his gut jiggled like jello, its two huge folds slapping and squishing against one another.

“Looser, huh?” Mac said. He nipped Caramel’s ear; Caramel let out a soft cry, his back arching forward as Mac took hold of one of his plump, heavy nuts and squeezed. “Think y’all got a bit more room in there?”

“Ma-ac,” Caramel said. “I’m already too big for my shirt.”

“You didn’t say no, ‘Mel,” Big Mac said. His wandering hand found Caramel’s package once again, and stroked his stiff member gently. “And I don’t think you’re too down on the idea, either.”

Caramel moaned cutely. Mac’s thick, turgid member pressed firmly between his two fat buttcheeks, his girth spreading Mel’s ass wide. Up and down Mac’s cock went, its passage between Caramel’s two plump cheeks lubricated by the steady stream of precum streaming down over his back and rear. Mac grunted in his ear, curling his hand tighter around the bulge that Caramel’s erection made in his underwear, jerking his smaller, heavier coltfriend off as he hotdogged his fat ass fervently.

“Mm,” Big Mac growled, his voice husky. He planted a kiss on Caramel’s chubby cheek, and the plump stallion giggled. The side of Mac’s wrist pressed into the soft flesh of Mel’s gut, jiggling his flabby belly as Mac rubbed him off. The other of Mac’s hands went up to Caramel’s moobs, latching onto one and squeezing, kneading it like dough. Caramel’s giggles reached a fevered, panting pitch, the stain across his underwear widening and darkening as more and more pre seeped from his throbbing cock.

“Y’know, you’re real cute, ‘Mel,” Mac said, rubbing his cheek against Caramel’s. Caramel sighed, then groaned throatily as Mac’s thumb wormed its way between his shaft and testicle, the fabric of his damp underwear bending inward beneath the force of Mac’s touch. He flexed his big rump, sandwiching Mac’s cock even more tightly between his flanks. His ass jiggled and bounced with each thrust of Mac’s shaft against it; his underwear, which had long since been drenched in the downpour of Mac’s precum, was drawn so tight against his fat, chunky rear that it may as well have been a thong, cutting deep into the cleavage of his rump. “So nice ‘n soft.”

Caramel moaned, his voice fluttering as Mac reached up to squeeze at his belly. “S-soft,” he sighed happily, his erect shaft twitching in his soaked underwear as his big gut seeped between Mac’s fingers like dough. “O-oh.”

Mac grunted, and thrust his engorged shaft up between Caramel’s ass again. His fat, heavy balls smacked against his coltfriend’s thunder thighs, sending his chunky legs rippling with motion even as Mac’s nuts bounced and sloshed with seed between his own muscular thighs. “So..nggh...sexy,” Mac groaned, squeezing Caramel’s flabby body closer to him.

Caramel let out a fillylike squeal, his chubby cheeks turning a bright pink as Ma hotdogged him harder. “S-sexy?” he stammered.

“Mm,” Mac grunted. “You’re real cute tubby, and even hotter chunky.” He grabbed Caramel’s big gut in both hands and shook it, its folds jiggling and slapping against each other. “Lots more ‘Mel for me to squeeze and hold.”

Another moan slipped its way past Caramel’s lips. “O-ooh. I...do suppose...I rather enjoy being...ooh, soft.”

“The softest,” Mac murmured into his ear. Before Caramel knew it, Mac had reached aside to grab a donut from the box sitting atop the counter; Mel felt his stomach rumble, his eyes widening as the sweet, succulent scent of the fatty treat reached his nostrils. “And you’re gonna get even softer, ain’tcha, ‘Mel?”

Caramel eyed the donut for a moment. His stomach rumbled again, and he bit his lip. Hadn’t that toast been so paltry? So unfilling? Surely a soft, hungry stallion like him deserved more.

“Eat up, ‘Mel,” Mac rumbled. He patted Caramel’s belly, and held the donut a little bit closer to his lips. “You’re a growin’ colt, after all.”

That he was. Caramel didn’t even hesitate. He just opened his mouth wide and let Big Mac guide the donut past his lips. It’d barely even touched his tongue before he began to moan, a low, sensual sound filled with lust and longing. Caramel took the whole donut into his mouth, letting Mac feed it to him in its entirety. He groaned around its chewy, sugary, chocolatey delight, squeezing his belly in his hands as its rich flavor spread across his gums. Oh, what a gluttonous, heavy colt he was. How much was too much?

Never enough, he told himself, and moaned through a mouth full of donut. Mac’s hand had found its way to his crotch again, and was rubbing against his straining underwear while his other hand rubbed teasingly at his gut.

As Caramel chewed through a haze of orgasmic bliss, one of Mac’s fingers slipped into his deep, cavernous belly button. Caramel moaned, his voice fluttering as Mac’s thick finger began to pump in and out of his belly button, sending the surrounding flesh jiggling with waves of motion.

“Gonna get you big enough for a proper ruttin’,” Big Mac growled. “Soon’s even my cock can’t fit between your big ol’ flanks, gonna have to find a new hole to fuck.” Caramel swallowed and moaned, the lump of beautiful, rich chocolate sliding down his throat with all of the pleasure of an orgasm. His mouth was filling with saliva. More. He wanted - needed more. Oh, he was such a glutton. He began to pant with need, feeling his cock flex and clench as Mac’s finger slipped in and out of his belly button.

“Get you real big, maybe big enough to bottom out inside of your gut,” Mac rumbled. He sounded like he rather enjoyed the thought. Caramel whimpered, another heavy splurt of pre drenching the front of his pants. Mac’s own cock continued to grind up and down his back and ass, setting his plump rear jiggling even as Mac’s thrusts left Caramel’s flabby love handles shaking with motion. Mac’s muzzle was against Caramel’s ear now, his voice low, husky, sexy. “Maybe I’ll just cum inside your cute lil’ belly sometime.”

Oh, yes. Caramel squirmed in Mac’s strong grip, his soft body jiggling like gelatin as Mac played with every inch of his flabby torso. He could still taste the donut on his tongue - could taste a half-dozen more, each sweeter and more fattening the last. He was Big Mac’s fat little toy, jiggling for his pleasure, growing wider, heavier, more pleasured with each new pound he gained -

With a whimpering, cooing cry, Caramel came. His hips bucked forward, but Mac’s strong hands kept him in place, pressed tightly against Mac’s chiseled torso. Mel could feel his love handles wobbling, his belly flopping as the force of his orgasm sent vibrations through his entire soft body, his painfully erect cock lurching as spurt after spurt of warm, gooey cum stained his underwear sticky. His chubby lower lip trembled, the beginnings of a second chin swaying beneath his mouth as his balls churned and groaned, each spasm of his shaft releasing a new gob of spunk through the tight fabric of his underpants.

Behind him, he heard Mac grunt as well. Caramel moaned; Mac’s cock and arms had pressed firmly, almost painfully tight against him. He could feel Mac’s thick bicep squeezing into his rotund middle even as Mac’s long, turgid shaft spasmed and throbbed. Tablespoons of spunk at a time splattered against the back of Caramel’s flabby back, Mac’s hot, gooey jizz slowly oozing down his back as Mac groaned in pleasure. Caramel cooed like a filly in heat, nestling Mac’s shaft tighter between his plump asscheeks and crying out in delight as more and more of his coltfriend’s seed was spilled over him.

“Mm,” he heard Big Mac sigh. Caramel felt a weight on his shoulder and turned; Mac met his lips halfway, kissing him with gusto. Caramel moaned into the kiss, letting Mac’s hungry, powerful tongue delve deeply into his. The big red stallion tightened his grip around Caramel’s bulge, rubbing at the cum-drenched fabric as Mel suckled against his lips.

Mac pulled away, and Caramel sighed contentedly. Then he blinked, and glanced down at his front. His underwear was absolutely ruined, and a good amount of both his and Mac’s jizz had left wide dark stains on his slacks below. Pouting, Caramel turned to Mac and said, “Darn it, Mackie. Now I’m going to have to change.”

Mac kissed him again, this time cradling his round stomach in the crook of his arm. Caramel sighed dreamily into the kiss, letting those strong lips lead him away and feeling almost disappointed when it ended. “Well,” Mac said, grinning, “Ain’t like a big colt like you was gonna fit in those teeny little clothes anyway.”

Caramel giggled. “Fine, studly,” he said, poking Mac on the chest. “But you owe me a new shirt and pants. If I’m going to get big and soft for you, you’re going to need to help fund it.”

“Eeyup,” Mac said, smiling.

“And more donuts!” Caramel added, as an afterthought. Big Mac chuckled.

“You got it, cutie,” he rumbled, stroking Caramel’s soft belly with a smile. Caramel smiled back.

“Now…” He blushed, glancing over at his cum-spattered shoulder. “I think the both of us might need to clean off a little. Maybe you could...shower with me?”

Big Mac gave his package a nice, firm squeeze. Caramel gasped, and Mac chuckled heartily. “Mel,” Mac said, grinning, “I’m always happy to see my tubby colt get wet.” He winked, and Caramel blushed all the redder.