"Damn," Soarin' muttered.

He stepped back from his open locker, arms crossed over his chest. A few pieces of athletic paraphernalia were strewn across the shelves: towels, deodorant, newspaper clippings. What wasn't present, however, was perhaps the most important piece of all: his Wonderbolt uniform.

Damn it. His best guess was that the cleaning staff had taken it for washing. But why today? Tuesdays weren't usually cleaning day, and definitely not during practice. He glanced up at the clock on the wall and winced when he noted the time. He was already late. Spitfire would be...well, spitting fire if he took any longer.

Checking any of the few unlocked lockers proved fruitless; Soarin' grunted as he shut the last one, the metal door clanging with the ring of disappointment. Chewing on his lower lip, he turned toward the exit, still clad in his civilian clothes.

As he made his way toward the door, though, he paused. There, beside the door to Spitfire's office, was a chest full of spare uniforms. He'd never had to use it—and doubtless none of them would fit anyway—but he was in a bit of a pinch...

He snorted when he opened the lid and found that there was only a single uniform inside. Of course. Not a single Wonderbolt had forgotten or lost their uniform for Celestia knew how long—save for him, apparently. What a dope. Still, he thought, reaching in, even an old, dusty uniform was better than no uniform at all.

And it was old. Soarin' held it up to the light, frowning at it. "Man," he said, twisting the fabric. "When in Equestria were you made?" It had to be at least older than him—the Wonderbolts hadn't worn these designs for years. Decades even.

At least it didn't look like it would fall apart as soon as he put it on. Soarin's mouth twisted when he recognized the twin lumps on the chest, though. "Welp," he coughed. "Better just hope nobody notices I'm wearing a mare's suit." Though with his luck...

Funnily enough, though, whichever mare had owned the suit didn't seem to have been much shorter than him—and Soarin' was a fairly tall stallion already. Still, he felt only a tinge of embarrassment as he stripped down to his underwear, baring his chest and legs to the empty locker room before hastily pulling on the old suit. The sooner he was dressed, the sooner he'd be outside—and the less loudly Spitfire would yell at him. Hopefully.

He paused for a moment just to eye himself in the mirror. The uniform was old, alright, but something about the designs just seemed to...pop, somehow. He glanced over his reflection approvingly, taking a moment to notice just how well it highlighted his muscles. Trained, toned biceps and quadriceps flexed lightly in the tight-fitting latex. Even the chest seemed to fit perfectly well. Maybe he'd overestimated just how big this mare's "bust" had been. In any case, he looked good—better even, he thought with a smirk, than in his regular uniform.

Soarin' flushed when his gaze passed across his...ah, crotch. He gave his groin a little flex, and blushed all the harder when the latex bulged in response. "Oh, geeze," he muttered. His hands hovered just over the near-obscene bulge his package made in the fabric. He'd known he was fairly well-endowed, but this was just ridiculous. There was no way anypony could avoid noticing this—and that was without thinking of the aerodynamics!

Still... Soarin' glanced around to make sure nobody was around. The way the latex so lovingly outlined every curve and contour of his stallionhood just made it look so...enticing. On impulse, he gave the bulge a little squeeze, and gasped when a wave of pleasure twisted through his body. His cock throbbed, stiffening against the walls of fabric around it. Soarin' gave an audible groan as his hands came away, his member hardening slowly in its pouch.

And yet... Soarin's eyes widened when he saw his package reach full hardness—and keep growing. He gave it another light squeeze, and gaped when he saw the girth of the bulge snaking down his leg swell in size—visibly, even, past what he knew his maximum width was. Each inch his member grew made its outline in the uniform grow all the more apparent—and as it grew, the tension in the leg of his suit grew, forcing his throbbing cock into a chokehold. The additional pressure only made him all the harder, a fact which he noticed only after realizing, with wide eyes, just how much larger the twin orbs of his balls looked in the outline of the latex. They looked almost the size of tangerines!

His gaze darted back up to the mirror, and Soarin paled. It was difficult to see from a front angle, but his ass looked a lot...wider than usual. His thighs looked thicker, more lascivious, than the toned, muscular angles of his physique could possibly hold. He half-turned to the side, and swallowed when he saw a nice pair of plump, round asscheeks stuffing his tight-fitting uniform's rear. The very sight of it sent blood rushing to his cheeks; flexing his cock on reflex, Soarin' groaned as he saw his fat ass start to grow all the wider.

"This isn't happening," he mumbled. "This isn't happening. What in Equestria—"

"Soarin'! Where the hay are you!"

Soarin' blanched. Quickly, he struggled to move—to hide—to yank the uniform off, even as his rump put on another two inches in radius. No luck. The uniform, for whatever reason, refused to come off—and Spitfire's voice was getting closer.

"You damn lazy colt! You were supposed to be at warm-ups twelve minutes ago!" Lithe, toned, and glaring with powerful fury, Spitfire rounded the corner into the stallions' locker room and faced him down with the gaze of an angry goddess—only to come face-to-face with a blushing stallion whose crotch-bulge had by now reached below his knee.

"Spitfire!" Soarin' said. "I—um, look! I can explain!"

But Spitfire's eyes were already widening. "No way," she said. She took a step forward. Was that a...grin on her face? "How'd you wind up putting on that uniform?"

"Oh, geeze." Soarin' gave his suit another yank, and stifled a moan when the sudden tightness around his cock elicited another spurt of pre from his engorged member. It was now nearing two feet in length, and impossibly, incredibly thick. "Spitfire—please, help me out. I can't get this thing off."

But Spitfire had already rounded on him. She smiled up at him, her expression sweet, her eyes cunning. "I'd wondered where that old thing went," she purred. Soarin' let out a yelp as she grabbed him around the waist, pulling herself forward and pressing their bodies together. "Looks like it made it into a pair of...interesting hands."

"Spitfire—what're you..." Soarin' grit his teeth, forcing back a moan as Spitfire grinded against his thigh. His cock, fully engorged with arousal, found itself squished against her own luscious thighs—not to mention a certain hot patch between her legs. He blushed deeply. "But how—"

She shushed him, even as she traced a finger down his chest. "Y'know," she said, "I never thought how you might look as a mare. But it looks like I won't have to."

"What do you mean?" Soarin' said. "Spitfire, I don't—nggh."

He moaned, low and throatily, as a pair of mounds began to push out from the top of his chest. Where before the bust of his uniform had been merely "well-filled," now a true set of breasts were beginning to emerge. Soarin' watched in amazement as a round, perky pair of C-cups swelled up in place. They seemed to fill up the uniform in no time, moving on quickly to D-cups and larger. The latex creaked around them as they grow, his chest growing heavier by the second as his cock lengthened and his ass thickened behind him. Soarin's let out a grunt of stifled pleasure, his thoughts swimming helplessly as Spitfire squished her breasts against his own, much larger ones.

"Can't help you there, buddy." Spitfire nuzzled his tits gently; it almost sounded like she was purring. Soarin' squeaked when he felt her grab a generous handful of his ass—and even so, there was just so much ass to be grabbed that it easily overflowed her fingers. "Looks like you're gonna get the full ride."

"Full ride? Full r-ride of what?" Soarin's lip trembled, and he glanced at his reflection in the mirror. He couldn't resist cupping his hands around his growing breasts, both of which looked nearly the size of watermelons at this point. He gave one a squeeze and groaned, a sense of fullness and weight filling him. His hips jerked forward, grinding his cock—which, by now, was nearing three feet in length—against Spitfire's lower body. His ass jiggled behind him, each generous asscheek wobbling like jello.

Spitfire's big, green eyes looked up to regard his own. "Don't worry, Soarin'," she said, and gave his rump another squeeze. "Because I think this suit's gonna leave you as the prettiest mare in the entire Wonderbolts."

Soarin's eyes widened. "M-mare?" he said. He jerked back to his reflection. Truth be told, he did look like a mare. Thick, luscious thighs. Wide, foalbearing hips. An ass that jutted out nearly a good foot behind him. And those breasts... He tried to flex his pecs, just as he'd always done, and watched in dumb awe as his heavyweight boobs bounced and jiggled against the confines of his uniform. The latex creaked ominously as more and more of his cleavage came into view. And was that...sloshing he felt inside of them?

"Mmhm." Spitfire slid in closer to him, nestling her head firmly between his breasts. How was she doing that? Spitfire came up to his muzzle, didn't she? With a start, Soarin' realized that he was growing taller, too. Already, the legs of the uniform only came up to his ankles, and the distance was getting longer all the time.

"This uniform, I'm afraid," she said cheerfully, "belongs to a long line of practical jokers in the Captain's seat. I'd never gotten the chance to use it myself—but it looks like I won't have to."

Soarin' opened his mouth to respond—and could only moan. His cock throbbed hugely, expelling an enormous wad of precum onto the floor beneath him. The wide curve of his flare poked out beneath the leg of his suit, nearly doubling the width of his uniform there. It just felt so tight. He nearly choked in pleasure as he felt Spitfire’s hand wrap around his length, just above the knee. His balls had swollen up past the size of grapefruits now, and he could feel them churning, groaning with pints of fresh, virile seed.

"I think you make a pretty mare." Spitfire groped his bust shamelessly, even as she grinded against his engorged member. Soarin' exhaled, his eyes fluttering shut as his copious titflesh oozed through Spitfire's grasp. "Don't you?"

Trembling, Soarin' opened his eyes. He glanced to his reflection and saw...a beautiful, thick, luscious mare—albeit one with a leg-thick bulge dribbling precum down her thigh.

"M-maybe," he mumbled. He gasped again as Spitfire pushed him against the line of lockers, his latex-covered shoulder blades pressing against the cold metal even as his fat, rounded rump squished out behind him.

"You're the bustiest, sexiest mare on the team, ain'tcha?" Spitfire flickered her tongue playfully, making Soarin's libido burn with arousal. "And I think you know it."

Soarin' felt something in him slip. He groaned, biting down on his lip as his cock, ass, and breasts all surged in size together. He could feel his frame growing taller, wider to accommodate this new size: six feet became six-foot-two, became six-foot-four. And all the while, the uniform contained to groan and stretch around him, the tension growing infinitely tighter until finally—

With a massive, echoing rip, his massive cock tore its way out from his pant leg. Soarin's knees buckled, and he hit the ground. His now four-and-a-half-foot member weighed heavily on the floor, both his hands pressing tightly against the thick veins around the base of his shaft. Still grinning, Spitfire slowly knelt down, her light, feminine weight pressing down against his medial ring until she was seated completely atop his length.

"Such a big, busty mare," she purred. "Let's see how you taste."

Soarin' moaned as Spitfire gave his breasts another quick squeeze—and then moaned again, lower, as both tits burst free of their fabric prison. Tatters of cloth fell to the floor around him as a pair of boobs the size of beach balls bounced and bobbed against his chest. His nipples, each the size of a thimble, stood fully erect against the cool air of the locker room. Not even waiting for an answer, Spitfire took one of them eagerly in her mouth, latching on and sucking greedily as thick, warm milk poured forth from his aching teat.

Soarin's grunts and heaving groans echoed off the walls of the room. His hands didn't even reach halfway around his cock anymore, but still he continued to jerk himself off, his climb to orgasm as inevitable as breathing. His breath hitched in his lungs, and he moaned as Spitfire gulped down mouthful after mouthful of his thick cream. His tit sloshed with gallons more, even as the volume of his bust abruptly doubled. Trickles of milk ran down Spitfire's chin, thick and white and delicious.

She pulled her lips away with a wet pop and grunted in satisfaction. "Now that's how a proper broodmare should taste," she purred. Her hands roamed around his thick ass, clutching his fat rear as each cheek overflowed his thighs. Soarin’ groaned, thrusting his hips forward as Spitfire's latex-framed cunt grinded against the fat bulge of his medial ring. "Nice and thick and musky—oh, the team is going to have a field day with you."

Soarin' whimpered. He felt his cock throb, and squeezed his eyes shut. He was getting so close—he felt so heavy, so full, his balls and breasts swelling larger by the second—

Spitfire's lips curled up against his ear, her voice so sweet, so succulent, so husky. "We'll pass you around the Wonderbolts," she murmured. "Give everyone a chance to use the biggest, bustiest mare on the team. Maybe let them jerk you off a few times. Leave their bellies full of your seed. Fill you up with theirs. And maybe we'll even show you off at our next show..."

That did it. Soarin' gasped, his head flinging back as he felt a wave of arousal sweep over him. His hips bucked, every part of his body jerking and bouncing voluminously as his orgasm hit. Thick wads of spooge, each one half as large as his head, fired forth from the tip of his five-foot member. They splattered loudly, obscenely against the wall, drenching it in his seed. Through it all, Soarin' wailed, his marelike thighs twitching and clenching with each surge of pleasure that ran through him.

Finally, he finished, panting, sweating. Spitfire smiled sweetly up at him, and leaned forward to nuzzle against his breasts. Finally, Soarin' took a deep breath, his vision still hazy from the afterglow.

“You’re out of uniform, Lieutenant,” Spitfire said softly.

He took another breath, his vast chest inflating impressively. "I...still don't have one," he mumbled.

Spitfire laughed softly. "Oh, don't worry," she murmured, pinching his ass. "That old suit will reform itself in another minute or two. And it'll fit perfectly—at least until you grow again."

Soarin' couldn't help but whimper as she glanced up at him, her eyes glinting with lust. "You should be glad," Spitfire said. "After all, I doubt any other uniforms would fit you anymore, anyway."

Soarin’ gulped. That, he guessed, would have to do.