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safe15294 ai generated43359 prompter:horselover fat530 oc4982 oc only4262 anthro15781 adorasexy939 big breasts7334 book579 breasts18279 busty oc194 button-up shirt83 clothes16141 couch579 curvy1155 cute4788 guidebook6 handbag103 high angle105 high heels774 looking at you16938 looking up434 looking up at you99 lying down4324 no tail123 not fluttershy238 prone878 school uniform309 shirt1443 shoes1293 skirt1771 video game21 wooden floor42
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Background Pony #B476
Content: TG/TF, mental alterations, sexual themes, BE.

“Why the costume?” Mark asked as he looked down onto the body of a young woman in a fetishy Japanese school girl outfit. He was starting to have second thoughts about letting his friend try the app first. Especially since his voice came out squeaky and, he had to admit, very cute-sounding. He brushed a hand up the back of his head in a causal gesture, mostly to see if his hair was any longer. Tankfully it wasn’t, and Mark tried to picture himself as a young Japanese woman with a close-cut boyish hairdo.
“You know, for flavor,” Greg replied, still tapping away at the app. “See if you can do ten push-ups as a chick and I’ll let you pick the next game.”
“No problem,” Mark bragged, spitting into his hands (which were now somewhat smaller targets, but he managed) and rubbing his palms together before lowering himself to the floor, sticking both feet out, spreading his hands out to the width of his shoulders, and taking a deep breath. He felt a little exposed with the front of the skirt hanging down and away from his body, but at least whatever was down there was hidden from view.
“One,” he said with ease as he crested the first rep. “Easy, this body’s way lighter,” he said as he lowered his face back down to the floor, keeping his legs straight. It was weird not feeling his sack squishing between his thighs, but he didn’t let it stop him. Bobbing back up easily, he counted off another. “Two.”
“Feeling tired yet, Marcy?” Greg asked after discreetly adjusting the name field for his friend.
“You wish. Three down, seven to go,” Marcy replied, sinking back to the floor for a fourth. He was su-
(Tap tap)
-she was sure this would be over quickly, and just hoped Greg wasn’t taking this chance to stare at her butt. That’d be weird. They’d been friends since school and she appreciated that Greg just treated her like one of the guys. “Four.”
“Nice butt, by the way,” Greg said immediately after making some more subtle adjustments with the app.
“Thanks,” she said, blushing a little. It’s true she’d hoped he’d appreciate her figure while the contest was going on. In fact she mostly agreed to it so she could give him a nice view and hopefully give him some ideas. The thought of him leering at her was a fun motivator. She was getting a little tired of him not trying to make a move on her. “Five.”
Greg dragged a few sliders as ‘Marcy’ bottomed out to start another rep.
“Sex,” she said, stopping at full height and hoping Greg heard her wrong.
“What number was that?” Greg asked casually.
“S-six,” she replied, holding her face down to keep him from seeing how red it was. Talk about a Freudian slip! But she couldn’t help it, really. Every time she was around Greg she just felt so… libidinous. It was a minor miracle she hadn’t jumped his bones in all the years they’d been friends. But just like now, he seemed more interested in whatever he was tapping on the screen than tapping her -
“Ah!” she squealed as two overly-sensitive nubs of erogenous flesh briefly touched the floor below her on the descent. Stupid! How could she have let her hair-trigger nipples brush up against something like that? She was losing focus on the task at hand.
“Something wrong?” Greg asked with something she swore was a hint of a smirk, though she didn’t look up to see him. As if that jerk didn’t know about her hyper-charged nips.
“Just mashed a couple of buttons,” she said. Pushing herself up, she declared the seventh rep completed.
Greg decided to try one of the free skins and selected one that kind of looked like Fluttershy. Obviously not a perfect match for copyright reasons, but it seemed close enough. He dragged the skin from the point shop over to his friend’s avatar and watched the transformation unfold.
“Eight,” Marcy announced. She lifted her face, which now had extremely cartoonish proportions, and shook her head to get some pink and yellow hair out of her unnaturally bright eyes. Her whole body had turned a slightly yellow color, and oddly enough she now had three fingers and a thumb like a cartoon character. The whole effect was actually kind of off-putting, but Greg decided he could fix it later. Marcy lowered herself down to the floor again, this time being careful not to brush her nips on the wood surface before hefting her caldestinely-altered body back up. “Nine. Ready to lose the bet?” she asked, glancing at Greg and pulling her stubby muzzle into a lopsided smirk of her own.
“Oh, you want a challenge, eh?” Greg asked, unticking the option to keep changes hidden from the target. “Alright, let’s see you do that last one then,” he said with his thumb hovering over a particular slider. “Alright, go for that last one and see what happens.”
“Heh, gimme your best shot,” she dared him.
Marcy bent her elbows and shoulders to bring her face closer to the floor again. But suddenly a weird feeling erupted on her chest. Before she could even gasp, a strange kind of force began flowing directly into her modest breasts and sort of pressurizing them. She froze in place as her tits tingled and heated up, quickly beginning to swell. Somehow she knew exactly what was going on as her body reshaped itself, with muscles and connective tissues knitting firmer supports while fat cells multiplied and plumped up, nerves branched and grew like cracks in a windshield, and gravity became much more noticeable directly below her chest. Her flesh stretched and bloated down, two round mounds rapidly fattening and pushing out. Both of her sensitive nipples were crushed against the floor and still the mammary tissue behind them spread and flowed around them. forcing urgent signals directly into her pleasure center. She choked back what was sure to have been a lew moan while her body squished her expanding breasts hard to the floor, amazed at how much they were pushing back up against her weight.
“I knew you’d try something like this eventually,” she said, apparently unaware of all the other changes that had happened. “But cheaters never prosper!” Grunting with both effort and in reaction to the unrelenting sensual barrage from her chest, she pushed up and up, taking pressure off her breasts, then starting to lift more of their weight, and finally pulling far enough up that her overloaded nipples drifted off the floor. At the peak of her rep the two bulbous boobs fought for room between her arms, jostling a little as she steadied herself. Her tits hung down almsot to her elbows, ehe realized, and that was with her stuffed-tight blouse holding them back somewhat.
“Ten!” she said proudly before relaxing her core and slumping somewhat into a prone position on her hands and knees. Marcy looked up at Greg flirtatiously. “I win, despite your cheating!” she giggled.
“Cheating? Moi? Why, never!” Greg said with a smiling sarcasm.
“Uh-huh, right,” Marcy said, wobbling side to side to shake her captive breasts against her arms. “You gonna turn the girls back to normal, or what?”
“Hm, you mean shrink them back down to the size they were before?” Greg asked, wanting to confirm that this was the only change she noticed.
“Uh-huh,” Marcy said, this time in a tone of playful affirmation rather than calling out Greg’s blatant lies.
“Hmmmm… ‘or-what,’ I say!” Greg replied, setting the phone on the end table as he plopped onto the couch behind her.
“Oooo, it’s gonna be that way, huh?” Marcy cooed with a seductive smile. She turned around and crawled the few feet across the floor to Greg’s legs, grabbing both knees and using them to hoist herslf up to a kneeling position. “Well I get to pick our next game, remember?” she asked while pushing his knees apart.
“I do vaguely recall something along those lines,” he teased. “So what did you have in mind?”
“Well, you tested my endurace,” she said coyly. “So now I get to test yours.
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