Cookie's Changes

There are times when the world is perfect; when everything falls into place and it all just makes sense. Such moments are invaluable, as they serve to remind us that there is a measure of sanity in the world and that it’s not all chaotic and nerve wracking.

Unfortunately, this is not one of those moments.

“Mother, you simply don’t understand how important this is to me,” Rarity says with a pronounced pout. The act itself hardly impressive when considering the size of the girl’s lips, but she does it all the same. She even adds in an indignant foot scuff for good measure. “This is a golden opportunity that I simply can not pass up on.”

On the other side of the table, Cookie Crumbles crosses her arms over the slight slope of her middle-aged belly and gives a world weary sigh. Her daughter has been stuck on this point for the better part of half an hour and she still doesn’t seem to understand why her request might be an issue. “I know you’re excited about the prospects sugar, but it’s not exactly cheap to rent out another retail space; especially when it’s in the city proper.”

The teen furrows her brow and purses her lips further. “But Mother, I already have the money. Well, most of it at least,” she quickly adds, twirling a bit of her hair. “All I need from you and Father is a small advance and to be my cosigners on the lease agreement. I can handle everything else, I promise!”

“Rare-bear,” Cookie says with a smile, which immediately puts the younger girl on the defensive. “Carousel Boutique is doing wonderfully; you’ve surprised both Magnum and I with your knack for the clothier business. But you’re still in high school.” Reaching out across the table, the forty-something woman places her hand over her daughter’s. “I don’t want you to get so consumed by your work that nothing else in life matters.”

“But clothing is my life!” A small upturn at the last syllable turns to admission into a near-whine. “I just know that if I don’t act soon, that dreadful Crystal Prep,” the girl grumbles for a moment, tossing several stunning strands of hair over her shoulder before finding the right word, “hussy, is going to make a move on the space!”

The mother of two can’t help but giggle a little at the sight of her flustered daughter; her enormous chest heaving at the thought of someone else staking a claim on what she presumes to be rightfully hers. Noting the rather serious glower Rarity is now sporting, Cookie clears her throat and smiles again, holding back a laugh.

“The- the hussy?”

“Yes,” Rarity all but shouts, throwing her hands up into the air, “her, the hussy! Suri Polomare!”

Cookie stares at her daughter for a moment, trying to put the name to a face. After several increasingly strenuous seconds, her lips part and she responds, “Oh, of course; your little competition friend.” Rarity’s jaw drops as though her mother had just slapped her face.

“We are not friends,” the teen grumbles, putting stern emphasis on the negative. “Suri is a dreadful, sneaky girl who sullies the name of the entire fashion industry.”

“That’s a little harsh, don’t you think, honey?”

Turning to her mother, Rarity adopts the straightest face she can, in spite of the slight, natural part that comes with lips of her size. “No. Don’t you remember what she did to me at the annual competition?”

Now that she’s straight on who this Suri character is, of course Cookie remembers; how could she not? Apparently Rarity had her kind, giving, and slightly ditzy nature taken advantage of by a rather ruthless girl and her assistant. The two had managed to concoct a vicious scheme to delay her arrival at the venue and nearly miss her chance to showcase her clothing.

At least, that’s how her daughter had framed the whole ordeal. Cookie has always had a sneaking suspicion that there was alcohol involved, somehow. But be it a master plan worthy of a mystery novel or a secret of her own daughter’s excess, Rarity has never, and likely will never, forgive Suri and her rather forgettable assistant; what was her name? Cider, Coffee, or something along those lines? Whatever the case, Cookie nods sympathetically at her daughter.

“I do remember, dear; but don’t you think you’re getting a little too excited about this? I mean, you already run one store by yourself, so are you just going to close down Carousel and move to this new location?”

“Of course not!” Rarity snaps, her irritation obviously growing in the worst way. “I fully intend to keep the Carousel Boutique as my flagship store!”

Cookie nods again. “And I suppose you’ll be working this new venue as well?”

“Naturally.” The way her daughter responds so quickly almost brings a victorious smile to her mother’s lips, but she bites it back and waits for a moment before swinging the proverbial hammer down.

“And how do you expect to be in two places at once?”

Rarity’s mouth opens. Then closes and Cookie finally allows herself a small grin. Rarity does have her airheaded moments, but to say that the girl is dense is hardly accurate. Rather, sometimes her mind just gets too many steps ahead without proper planning. As the pale girl begins to burn brighter in a mix of embarrassment and frustration, the mother of two gives her daughter another gentle pat on the hand.

“It’s wonderful that you’re thinking of expanding your business, but maybe now isn’t the time; you’re still in high school after all.”

“But Mother,” the teen says with another whine, “I have all these wonderful outfits designed and I am dying to reach a larger, more chic, audience.”

Ah yes, Rarity’s ‘outfits’. Cookie looks over her daughter’s latest creation, a pale blue tube top with her daughter’s usual glitz and glam stitched in and along the hemlines. Naturally, they draw attention to Rarity’s oversized chest, as well as her slender arms, neck and back, but it’s the lack of underwear which disturbs her mother the most. As though sensing the stare, the fleshed-out fashionista turns her body away slightly and pouts again.

“Will you at least consider it?”

“I don’t want to get your hopes up dear, if you j-”

“Ugh!” Rarity snorts, stomping her high heeled boot against the ground. Her entire body trembles, either with frustration or on account of the rather vicious impact, from her smooth legs all the way up to her chest. “You never let me do anything, Mother; I hate it!”

And just like that, the teen minces her way out of the kitchen at an impressive pace. The air is still, save for the click-clack of her heels, and then the resounding thud of the door as it slams into place. Bringing a hand to her face, Cookie sighs. It’s some time later before she finally gets up from the table and goes about her day.

It isn’t that she doesn’t love her daughter; in spite of the rather odd metamorphous the girl has gone through since entering puberty, Cookie has always tried to do what she can to meet her older daughter at some reasonable ground. The Carousel Boutique had been a hard sell, but eventually both she and Magnum had relented and allowed Rarity to go forward. Even working only in the afternoons, the store has become quite popular with local girls and women. Rather, it had.

Some time ago, Rarity’s designs had begun to become slightly more derivative from their usual style. Despite always a stickler for distinctly feminine fashion, the hemlines of the skirts that her daughter created slowly began to rise, first to the knee, and then to the thigh. At this point, an increasing number of her skirts and dresses can hardly be called that; with frills and pleats that barely cover a girl’s underwear.

Not that the tops are much better, with even the classiest evening wear now sporting deep, plunging necklines designed to show off as much bust as possible. Sleeveless, backless, or even both in some cases; to be honest, Cookie can’t remember the last time that she saw her daughter without a lengthy expanse of skin exposed on her upper body. Last winter? Perhaps even longer?

Either way, with Rarity’s increasing insistence on catering to a more physically robust clientele, sales have begun to dip. Her top and bottom heavy friends are certainly doing their best to pick up the slack, but there simply aren’t enough women who fit into Rarity’s latest fashion fixation. Even Cookie’s not-quite small backside struggles to fill out the most modest of her daughter’s creations, and the belly baring tops are right out when considering the older woman’s muffin top. To expose the gentle slope of her tummy to the world, the very idea makes Cookie begin to heat up with embarrassment.

“That girl is such a handful,” the older woman groans, resisting the urge to bring her palm to her face. Despite her youthful exuberance, at least Cookie doesn’t have to worry about Sweetie Belle flirting with the lax dress code at CHS. Or with random boys on the street. That’s the big one after all; Cookie knows how a girl can be at that age, and if Rarity has inherited her sexually adventurous streak, well…

Shaking her head, Cookie gently pats her cheek in an attempt to clear her head. Moving over to her purse, she pulls out her cellphone and thumbs her way through her contacts. Bringing the phone to her ear, the mother of two finally smiles again as her call gets through. “Cloudy? Cookie. I need a stitch and bitch something fierce. When are you free?”

===

“Ooh, it was terrible Pinkie!” Rarity moans, sighing and leaning her cheek on her fist. The plucky baker-in-training is busy with a customer, hardly able to give her friend any attention at all, but for the distraught diva, anything is better than none at all. Granted, the party planner is hardly her first choice for a confidant, but all the other girls seem to be too busy and she and Pinkie do have a history on account of their mothers’ closeness. “Mother was thinking circles around me. She nearly had me convinced that I shouldn’t even bother pursing this lease; can you believe that!”

“Wowie!” the frizzy-haired girl says after handing the customer their change. With a small hop in her step, she moves over to the counter and leans forward. “I didn’t think anyone could make you think that clothing is a bad idea, outside of the bedroom of course.”

With a roll of her eyes, Rarity smirks and shakes her head. “I am many things darling, but easy is not one of them.” Giving her friend a sly smile, she pauses and looks Pinkie up and down. Gradually, thin lines of concern appear between her eyebrows before she reaches out and places a hand on her friend’s cheek. “Pinkie dear, are you all right?”

“Never better,” the baker says with a smile, rubbing against the offered digits with a giggle. “Why do you ask?”

“Well-” Rarity pauses for a moment, long enough for another customer to approach and pull Pinkie away. As she attends to him and makes giggly small-talk, Rarity has a chance to size the girl up again. Sure enough, it’s not a trick of the light or the eyes; Pinkie Pie is all but overflowing out of the top of her dress. If she’s quiet and focuses her hearing, the fashionable girl can almost make out the strained creak of a too small bra over the gentle rumble of constant conversation that fills the building.

Likewise, leaning her head just over the edge of the glass display case, the pale girl catches sight her friend’s meatier than usual legs. They lead their way up to a pair of thick thighs and what Rarity can only assume is a truly tremendous backside, barely hidden from view by a flirty hemline that threatens to reveal that delightful vision to the world with each bounce the excitable girl makes.

Licking her suddenly dry lips, Rarity shakes her head and leans back as Pinkie finishes with her customer and moves over towards the display case again. Confident in her coming accusation, the taller of the two gives a gentle, throat clearing cough and stares into the bright blue eyes of her companion.

“You did it, didn’t you?”

The slight paling of Pinkie’s cheeks is all that Rarity needs to know. But the baker tries to cover it up any way with a shake of her hand. “Did, did it? What are you talking about Rarity?” Add in a nervous laugh for good measure, and the shifty eyes. Oh yes, she knows exactly what she’s done, the naughty girl! With a lick of her lips, Rarity places her hand on the display and leans over.

“You’ve-”

“Don’t touch the glass, please.”

The two girls stare at one another for a long moment, each wearing the straightest face they can manage. Like Rarity, Pinkie’s plump lips form a loose ‘o’ shape when slack so the thick, soft flesh tends to stick out slightly when she’s serious, but the hot pink coloration is far more demanding of attention than Rarity’s own gentle glossing. After a few seconds, she removes her hand, and Pinkie leans forward with a rag, quickly wiping it clean. As she settles back on her heels behind the counter, Rarity begins again.

“You’ve been using your magic.”

Another flash of wide-eyed surprise, accompanied this time by a deep gasp, but Pinkie doesn’t rush to deflect afterwards. Instead, she adopts a sheepish smile, biting down on her lower lip and casting her eyes towards the ground. Provided she can see beyond her shelf of a chest, of course. “Well, maybe a little?”

Ha! And here Rarity had been afraid that her mother thinking circles around her was a sign of her own mind slowing down, but she hasn’t lost a step! Leaning over the counter again, Rarity places her face close to Pinkie’s and smiles.

“I think you should take a break, darling; that way you can tell me all about it.”

That is all the now trembling Pinkie Pie needs to hear. She dips into the back and, after a brief exchange, hurries back out. Rarity waits patiently, but as she turns to follow her friend, something else catches her eye. Two somethings actually, and they’re absolutely enormous.

“So good to see you again Rarity,” Mrs. Cake smiles, a bright, beautiful thing, but the teen can’t pull her eyes away from the matronly woman’s immense cleavage. The baker-owner doesn’t seem to mind in the least, even giving her chest a gentle shake as she shrugs. “Can I get you the usual milkshake?”

Rarity attempts to sputter a no for a few moments before Cup Cake laughs and puts in the order anyway. Unable to process her thoughts, Rarity quickly turns towards her friend and frowns. “I hope you have time for a very long break, Pinkie.”

“Uh oh,” the plucky teen grins, appearing far less embarrassed than she probably ought, “sounds like I got some ‘splanin to do!”

“Indeed you do,” Rarity says, settling down next to her friend on one of the plush, overstuffed seats. “Now dish.”

Pinkie snuggles up next to her, taking Rarity’s hand in both of hers and sandwiching her arm between her sizeable breasts. The fashion-minded teen trembles a little at the wonderfully unexpected contact, giving her friend time to begin her story.

“Well, Mr. and Mrs. Cake were having a little disagreement, and I was in the middle of it because Mr. Cake wasn’t comfortable with me having toys laying around, but Mrs. Cake said it was totally normal for girls my age. Things were really awkward; even though I know they were just trying to figure out how we could all live together comfortably, but I felt awful about it. So I thought that things might be easier if I gave them just a pinch of magic.”

“Both of them? And a pinch?” Rarity asks, raising an eyebrow as she glances to the beyond curvaceous woman standing behind the counter. “Darling, if a pinch did that to Mrs. Cake, her husband must now need a wheelbarrow to walk around.”

Pinkie Pie bites down on the corner of her lip and giggles. “Well, maybe not a wheelbarrow…”

The pale designer’s jaw drops. “Pinkie, you didn’t actually-” she falls quiet as her friend’s head bobs in barely contained excitement. Wetting her lips, Rarity chooses her next question carefully. “So, including Twilight’s father and her hunky brother, there are now three men that the magic has worked on. Are the effects very noticeable?”

“Are they ever,” the dreamy-eyed baker smiles, her eyes glazing over. “Oh Rarity, it feels so good to touch him, like running your fingers over a washboard.” A small laugh escapes her lips. “And Mrs. Cake? She says we have to call him ‘Beef Cake’ in the bedroom; how funny is that!”

“Yes.” Rarity gulps, fanning herself at the thought of the slim twig in her memory transitioning into a hulking mass of muscle. The two different body types look absolutely ridiculous in comparison, but at the same time it is difficult to deny the attraction of a robust physique. “That, ah, is quite the clever play on his name.” Another pause, and another question arises. “But, we?”

Momentarily distracted from her daydreams, Pinkie glances back at her friend. “We what?”

“You said ‘we’ dear,” Rarity responds, a slight chiding tone in her voice. Reaching out, she brushes a bit of drool away from the corner of her friend’s mouth with a napkin. “When referring to, ahem, Beef Cake? In the bedroom?”

“Well if you’d let me finish my story, you would have known already,” Pinkie replies with a bat of her eyes, her tone just teasing enough to cause the fashionista’s face to twitch. “But after the magic worked its magic, apparently Mr. and Mrs. Cake thought it would be a great idea for me to sleep in their great. Big. Bed.” Pinkie punctuates the last three words with appropriate pauses, leaning in closer until her supple chest envelops all of Rarity’s upper arm as she whispers into her ear. “But we didn’t do any sleeping…”

The somewhat snobbish slut shudders as she bites down on her lip and squirms in her seat, mumbling to herself, “Oh, oh dear. That is quite what I was afraid of.”

“I know.” There’s a cheerful, girlish giggle that follows the rather plain admission. Pinkie fans her Rarity’s face gently with her own hand, seeing as she has a weighty grip on the pale girl’s arm. “But oh, Rarity, it was amazing. I felt like Mrs. Cake was smothering my whole body with her breasts; I was drowning in boob! And then, with Mr. Cake it was like being a cream-filled pastry.” Finally releasing her friend’s arm, Pinkie makes a show of rubbing her slightly plump belly for emphasis. “I was totally full to bursting.”

As Rarity’s face, shoulders and chest continue down the scale towards boiled lobster red, Pinkie can’t help but smile. It’s very clear that the often stern girl is frustrated by her explanation, but seeing the mixture of aggravation and arousal rumble through her body, unable to fully express itself out of Rarity’s desire to be at least a little ladylike, is well worth the work. Licking her increasingly dried lips several times in quick succession, the paler of the pair all but moans, “A-And you?”

“What about me?’ Pinkie asks in a low, almost secretive voice. She knows well enough what it is that Rarity’s implying, but watching her squirm is simply too much fun.

Still struggling to tread water, Rarity gets a brief reprieve when Mrs. Cake approaches with her milkshake. The plainly pudgy proprietor smiles at the two girls, leaving without a word, but her presence is enough to pull Rarity out of the wonderfully pink haze that Pinkie’s been putting up in her brain. Taking a moment to cool down, she sucks away on her straw, fixing the jovial girl with a small pout.

“Yes, dear,” she finally says, the cool refreshment chilling her face and throat as confidence wells up again in her chest, “what happened to you?”

“Oh this?” as if the frizzy-haired girl could sound any less interested in her now bulging bustline and almost chubby-curves. “I helped myself to one of the cupcakes that I baked for them.”

Rarity takes another sip, struggling to keep her cool as she continues her questioning. “One cupcake did all that? Darling, how much magic did you put in there?”

The baker-to-be shrugs, offering a goofy smile. “I dunno, it’s kind of hard to keep track of how much is flowing out of you.” Her friend opens her mouth to speak again, but Pinkie holds up a finger. “But you’re wrong; it wasn’t a cupcake, it was a bite of a cupcake.”

“Gracious.”

“I know, right? I’m squishier now,” Pinkie says with a giggle, prodding her starter belly through her apron and giving a happy sigh. “And trying to fit into anything is a lot of fun too, but I think I need to update my wardrobe a bit before I go showing off my body. Oh, can I come by the Boutique later and get my new measurements done?”

“I suppose, wandering around in clothing too small must be terrible, so-” Rarity begins before her mind snaps out of its increasingly common rambling state. The Boutique, of course! Forgetting her milkshake for the moment, she grabs Pinkie by the shoulders and fixes the bubbly bimbo with the most serious stare she can manage. “Pinkie, you said that you baked cupcakes?”

Eyes wide, the baker can only nod and grunt in the affirmative, “Mhmm.”

“And they made the Cakes into a pair of lusty swingers?”

Well that was a little rude, even if it is true. So again, Pinkie bobs her head.

“And it solved the conflict?”

Even if she isn’t aware of it, the gears in Pinkie’s head begin to turn and a frown dances across her lips as she answers for the third time, “Yup.”

What a convenient turn of events! Rarity can’t help but grin as her fingers cling to her friend’s softer shoulders. “Well that is wonderful news, dear, because I am in desperate need of a solution to an issue with Mother, tout suite.”

“Oh.” The response is uncharacteristically flat, Pinkie’s expression deepening to a frown as she glances back towards the counter. Mrs. Cake is standing there, in all her bountiful glory, smiling as the customers get their orders and move towards the door or a seat. Pressing her lips together as best she can, the frizzy-haired girl sighs and looks back to her friend. “I don’t really know about that, Rarity; I mean this is some really powerful magic, and if we’re not careful we might end up making a huge mistake that Twilight has to try and untangle for us.”

“Pish and posh, darling,” Rarity responds with a wave of her hand. “We’re both well aware that Twilight’s given us more or less free reign to do as we wish with the magic, and you’ve already had a rousing success with the Cakes, right?”

Staring down at the table, Pinkie can only bob her head. True enough, the results of the Cake experiment have gone above and beyond her expectations, but it’s still incredibly difficult to gauge how much of the magic she’s using while baking, and how it will ultimately manifest itself.

“Yeah, but your mom could totally end up a total airhead,” the baker says with a frown. “I’m not really sure that we should be using magic to solve our problems. I mean, what if we’ve just been getting lucky so far?”

“Twilight says that it’s okay, so I’m inclined to default to her in instances such as these. Now please,” Rarity reassures her with a small smile as she reaches down and squeezes Pinkie’s hands in her own, “won’t you help me resolve this issue with Mother by making her just like us?”

For a moment, Pinkie nearly loses her cool. The prospect of turning yet another woman into certifiable sex on legs has her brain firing off all sorts of delightful sensations, spurring her onward. It is far worse than the easily acceptable prospect of giving the Cakes a little nudge towards tighter, hotter bodies; now the feeling has grown into almost a need. The desire to give Rarity’s mother a nudge down her daughter’s path is almost overwhelming. It’s so large, so powerful, that the idea doesn’t seem the least bit foreign, simply overwhelming Pinkie’s more reasonable thoughts.

But she steadies herself and resists the urge to go all in on the idea. Although the desire to slut up a woman still lingers, growing stronger with each passing moment. But, it doesn’t have to be Rarity’s mom, does it? Taking a deep breath, the baker tries one last time to dissuade her friend, though her tactics take on an entirely different bent.

“Aw, but what if it doesn’t work?” she asks, earning a confused frown from her friend. “Not the magic, because I know the magic will make her really, really hot; but what if whatever you two are fighting about doesn’t get fixed because you’re a little bit more alike now? I mean, is it even sex related?”

Rarity’s expression darkens a little as she glances away. “Well, no. It’s in regards to a business venture. I need some additional funding and support, but Mother is proving difficult.”

“Yeah, how is your mom becoming a slutty MILF going to solve that?” Rarity doesn’t say anything, but the silence is certainly an opening large enough for Pinkie to squeeze her own suggestion in. “I have another idea, one that’s a lot less roundabout.”

The fashionista raises an eyebrow, leaning in a little closer. “Which is?”

“Listen,” Pinkie whispers, leaning in close and murmuring in her friend’s ear, “I still have almost all of the cupcake I sampled with the Cakes. I put it away in case I wanted to have it later, but I haven’t done anything with it yet. It’s probably a little crusty by this point, but what if I gave you the rest of it?”

With a scowl, Rarity shakes her head. “Pinkie, I’m not quite clear on what you’re suggesting.”

“I’m saying, what if the cupcake could make you a little older,” the frizzy-haired girl murmurs, her hot breath causing Rarity’s ear to tingle a little as she begins to breathe a little heavier. “If you were say twenty-five, or thirty or so, you wouldn’t need to depend on your mom to do all this for you, right?”

Rarity’s cheeks color as she coughs a few times. “That, ah, is a very interesting thought Pinkie, but why would I-”

“Why wouldn’t you?” Pinkie’s voice is insistent, almost demanding; it’s enough to send a tremor down Rarity’s spine. “Think about it Rarity, you could be walking around town, the owner of your own business and doing whatever you please, all at the cost of a few years and a little bit of this.” She brings her hand down to the pale girl’s flat stomach, tapping it twice before pushing her larger breasts out in response. “But you also get great, big, MILFy milkers in return.”

Despite her reluctance, the best that Rarity can manage is an audible gulp. On some level, the offer is very appealing, especially considering that she would no longer be accountable to her mother. Even still, it takes a few seconds for her to work up an excuse. “But, well, I’d be all alone dear. You wouldn’t want that, would you?”

Pinkie’s breath moves to the fashionista’s slender neck, sending a fresh wave of shivers down Rarity’s spine as her friend’s line of thought continues without missing a beat. “You don’t want to be alone? Maybe I could bake another batch and we could eat them all together. I know we aren’t quite as close to each other as we are with some of the other girls, but if we’re both busty, chubby MILFs together that would be okay, right?”

In the time it takes Rarity to catch her breath and work up a response, Pinkie has already barreled on ahead. “And then, we could trick the other girls into eating them too so they can be just like us: older, sexier, and more stacked. Wouldn’t it be fun to watch their faces as they change, all but bursting out of their clothes with chest, chub, and cunt?”

Would it ever. Rarity quickly shakes her head to rid herself of the thought. Pulling her hands away from Pinkie’s rather loose grip, she takes hold of the milkshake and drinks the rest of it. With her head on at least somewhat straight again, she looks at her friend and smiles.

“While that does sound like a fascinating opportunity, I think it would be best if we both enjoy our youth while we have it. After all, wouldn’t it be a shame to go through with the whole process and then feel as though we missed out on something?”

After a moment of thought, Pinkie bobs her head in agreement. She also shoots a nasty look at the milkshake, as though it is the ice cream’s fault that her brilliant MILF plan has fallen through. Which, it may very well be. As the two girls sit in silence, Pinkie drops back into her seat and smiles, “So, what are you planning?”

“Something relatively simple, though if it works, I’m inclined to try a few other things,” the successful slut says with a shifty smirk. “Listen carefully Pinkie, this is what I need from you…”

===

Mornings can be a pleasant time for Cookie, especially considering that now both of her daughters are largely independent and capable of taking care of their own morning duties. Well, Sweetie still can’t cook breakfast at all, but she is at least aware of it and makes a morning stop at the bakery if there isn’t anything already prepared. There certainly won’t be this morning, as Cookie is still lazing about in her bed, waiting for her daughters to leave.

It isn’t that the purple-haired woman is feeling especially ill or tired, but she is looking to avoid another round of conflict with her daughter for the time being, at least until Cookie’s had a chance to sort things out with her gal pal, Cloudy. With Magnum already out at work, she waits patiently for the door to slam, signaling her daughters’ exit from the house before pulling herself out of bed and into the bathroom. After cleaning herself up and putting on her face for the day, Cookie wraps herself up in her bathrobe and shuffles into the hall.

The house is wonderfully still, the distant chirps of birds and the whisper of her slippers against the floor are the only sounds breaking through. As she enters the kitchen and moves towards the fridge, something catches her eye; a rather square, white box that has Sugar Cube Corner written across the top in big, bold print. Her morning hunger momentarily forgotten, the mother of two moves to the table and opens the box.

Even knowing full well what it might be, Cookie’s breath still catches as she allows her eyes to roam over the confection contained within. It’s a cake, of course, and a somewhat small one at that, but beautifully decorated all the same; with a heavy pink frosting across the top and sides, and half a dozen plump strawberries situated along the center. Well, it should be half a dozen, but there is already a large wedge of cake missing, and one of the strawberries with it. As Cookie attempts to reason out why it’s missing, she spots a letter taped to the inside of the lid. The seal has already been broken, and hastily tucked back closed, but she pulls it out and reads it anyway.

Dearest Mother,
I realize that our argument yesterday may have left you a little out of sorts, as it did me. I know that I was rather upset with you, but as I considered what you said I began to realize that you may have a point. Granted, I don’t like or agree with your arguments, but I have always trusted you with helping me to make business decisions up to this point, and I feel I should trust you now.

As an apology for my rather crass behavior, I have baked you a cake with the help of my friend Pinkie Pie. I hope that this offering will help to smooth out any rumbles between us, so that we may sit down again and discuss my new venture seriously, as adults. Take care, and lots of love,

-Rarity

“What a sweet girl,” Cookie sighs, her eyes lingering around the second paragraph. “But it doesn’t look like she’s quite ready to give up on that acquisition. I suppose I shouldn’t have been too hopeful.” As she looks over the letter again, the purple-haired woman spots a small addition to the bottom corner of the letter.

P.S. I took a slice of your cake. Hope you don’t mind.

-Magnum

“Ugh, that man,” she half-chuckles while folding the letter back the way it was. “He can be such a little thieving pig when he wants to be. I ought to call him up and give him what for.”

But there is at least one advantage to the missing slice, and that is that Cookie can now admire the lush red interior of the cake itself, as well as the additional layer of frosting dividing the confection in two. Her mouth waters at the sight, one of her fingers dips into the box, seemingly of its own volition, scooping up just a dollop of frosting that had escaped from the piece that Magnum swiped. It’s past her lips before she’s even aware what’s going on.

And well worth it.

Cookie’s knees tremble as the sugary-sweet frosting rolls over her tongue, filling her mouth with such a wonderful sensation that she has to press her palms against the table in order to keep herself upright. Caught between her eagerness to savor the flavor more, and her penchant to remain upright, the mother of two inevitably swallows the half-dissolved treat. Not that that helps at all.

Her breath catches in her throat as the slick substance slides slowly down her throat, taking with it any and all symptoms of lingering morning crud. Feeling somewhat steadier on her legs, Cookie brings her hands to her cheeks and lets out a barely erotic moan of delight.

“Oh gosh, that was so good,” she murmurs, smacking her lips a few times. “I don’t know what those girls put into this, but it’s amazing, I feel like a new woman!”

Casting her eyes down towards the cake again, Cookie licks her lips and considers taking just a little more. But no, it would be best to save as much of it as possible for when Cloudy comes over. Then they could enjoy the cake their daughters baked, together. What a fun idea!

Cookie closes the lid in order to avoid temptation and keep the sweet out of sight. Turning, she moves towards the fridge and continues her morning routine, though still haunted by the memories of the gracious gift Rarity had left for her. So distracted is Cookie that she doesn’t even notice the slight change in her footwear, her flat slippers shifting into a pair of fuzzy, short wedged heels.

It is a couple hours later when the doorbell rings. Cookie perks up from her present position, hovering over the table and watching the still packaged cake like a hawk, and quickly hurries out into the hall. Bathrobe and slippers have been traded in for a casual sleeved top and high-waisted pants combo that downplay her robust rump, and a pair of short, sassy red heels that she rarely ever wears, but suddenly feel so very right.

Pulling open the door, Cookie smiles at her friend. “Cloudy, it’s been a while.”

“It really has,” Pinkie’s mother responds, stepping in close and hugging her friend. Even with her heels, Cookie finds herself very nearly overwhelmed by the statuesque Cloudy’s breast flesh as it sandwiches itself between her own bust and chin; a height befitting of someone with a rock-like name. When they were younger, Cookie might have gotten cheeky and motorboated her friend’s chest for a laugh but they’re both adults now, mothers even. That’s simply not something that grown women do to one another. The hug ends with a brief peck from both women on the cheek before they separate.

“So,” the taller woman says with a smile, “I hear you’re having a bit of trouble?”

Cookie rolls her eyes and tries not to sound too tired as she laughs, “Like you wouldn’t believe, sugar. Rarity is dead set on- you know what? We’ll get to that.” Putting on a smile, she reaches out and takes Cloudy’s hands. “I haven’t seen you in weeks, but you look outstanding! I can’t quite figure out what it is, but something’s different.”

“Do I? Well I don’t feel any different.” Biting her lip, the younger of the pair makes a small show of turning her head from the right and to the left, as though showing off her profile to her friend. After a moment of thought, her eyes light up. “Oh, but I have been using a little more body cream than usual.”

“That must be it, you’re simply glowing!” Cookie responds, doing a rather poor job of hiding the note of envy in her voice. Of course, it must be Cloudy’s skin, so wonderfully pale and mostly unblemished, certainly not the absolutely massive mounds on her chest, the almost too elaborate bun-style hairdo, the quite slutty silver makeup, or her claw-like nails. The older woman smiles at her friend and tries to sound less catty when she opens her mouth again. “You have to tell me what it is that you’re using.”

A cheshire grin slides across Cloudy’s lips, the woman already seeming unwilling to admit the source of her cream. Even still, she shrugs and shakes her head in an attempt to brush the question off, “Oh, I’m not so sure that you’d be interested, but let me think on it?”

“That’s just like you,” Cookie grumbles, forcing a pout rather than a sneer. “I guess that just means I’ll have to get you buttered up so you’ll spill the beans.” The two women lapse into silence before laughing and heading into the kitchen. The younger of the pair raises an eyebrow when she spots the box, which her friend is quick to explain.

“Rarity and I had a bit of a spat yesterday, which was why I called you, but when I came down today, it was here waiting for me. She even left me a note saying she baked it together with Pinkie and-” At once the older woman’s mouth goes slack and she brings a hand to it. Quickly turning, the mother of two bites her lip and gives her friend a concerned stare. “Oh, sugar, I think I blundered right into that one. I’m sorry.”

The smile on Cloudy’s lips is clearly strained, but her words hold a note of genuine sincerity. “I know you are Cookie, and you shouldn’t feel like it’s necessary to walk around eggshells when you’re around me. We’ve known each other for years, and I trust you to be tactful when talking about my wayward daughter.”

The purple-haired woman nods her head, setting her lips into a line as she does. The two fall silent for a moment before Cookie clears her throat and asks, “So have you heard anything from her?”

“Just that she’s happily squirreled herself away at Sugar Cube Corner,” the younger of the pair responds with a long, weary exhale. “I see her from time to time, but we don’t get much of a chance to talk; it’s quite frustrating.”

“I can imagine. This whole situation with Pinkie is so confusing; I just can’t believe that CHS would be willing to sponsor a program that takes children out of their homes and boards them with their employers.”

“It came to a surprise to Igneous and I as well,” Cloudy responds, “especially considering that we had never heard of it until it was abruptly dropped in our laps.”

Cookie Crumbles offers up a heavy sigh and holds up her hands in a helpless gesture as she shakes her head. “I guess it just goes to show that Canterlot High has really gone downhill since our glory days. All the more reason to get our little darlings out of the halls of CHS as soon as possible, wouldn’t you agree?”

Taking her friend’s prolonged silence as a positive, Cookie continues, “So things are progressing smoothly, and we’re planning on pulling Rarity and Sweetie out of CHS by the time the term ends. Word is that the new campus will be built and ready by fall, so if you pull out your girls as well, they can transfer in and be part of the first incoming class together. It will be wonderful for them to stay together, don’t you think?”

“I suppose so,” Cloudy bites down on her lower lip, managing a weak smile. “Although, I’m beginning to wonder if we aren’t, well, I wonder if we aren’t overreacting a little bit.”

What?

“What?”

Staring at her slack-jawed friend for a moment, Canterlot High’s former ice queen gives a small shrug. “Over the past few days I’ve been thinking that perhaps we are a little abrupt in our desire to pull our girls out of school.”

“I-” Cookie opens her mouth and then shakes her head, biting down on her lip and struggling to process the words that just rolled into her ears. After taking a moment to catch her breath, she puts on a smile and leans a little closer to her friend. “Cloudy, I thought that we were both on board with this idea. I mean, this is your idea in the first place.”

“My idea?” Cloudy’s eyes widen, “Why on earth would you think that?”

Waving her hand about in small circles, the older woman gives a gentle huff. “Oh, I don’t know; I just thought that when you couldn’t stop talking about what a bad influence Principal Celestia’s administration and a number of the staff were having on your daughters that you might be on board. That’s not even brining up the fact that she snatched Pinkie right out from under your nose. Aren’t you mad about that?”

“Well, I suppose,” she murmurs, taking a moment to slip her glasses back up the bridge of her nose, “but I also understand that this is a wonderful opportunity for Pinkamena. She’s getting to explore something that she might spend the rest of her life doing before leaving high school. Can you imagine if you and I had a program where we got to live where we could have explored another facet of life so thoroughly?”

“But she’s your daughter!”

“And talented if you don’t have any complaints about her baking,” Cloudy fires back without missing a beat. Sure enough, Cookie finds her tongue tied in a knot as she struggles to come up with another reason as to why her friend ought to be upset with Principal Celestia’s decision to allow Pinkie to participate in the program. After a few moments, she finally huffs and turns to the box.

“It is a fine piece of work,” Cookie mutters, “and I’m not about to let it go to waste, so pull up a seat.”

Cloudy sits down at the table as Cookie pulls out plates and silverware and tries to ignore the heat rushing to her face and neck. While grateful for the break in conversation, the fact that her friend seems so plainly oblivious to their prior discussions is more than a little frustrating. After all, even if the group of dissatisfied parents and staff had been relatively easy to find, entering into the dialogue hadn’t been. How many nights had she lost, and promises of support had she made? The Pie family is in no position to assist financially, but it really was Cloudy’s original complaints that spurred Cookie to act. Right?

Shaking her head in confusion, the older woman comes back to the table and begins to eye up the cake. Such a delightful piece of work, well worth taking a moment or two to enjoy and not stress out about her friend’s apparent lapse in memory. Cutting a piece, she serves it to Cloudy, and then plates one for herself; one that is visibly larger than the first, but her friend only puts on a small smile as she watches Cookie sit down. An awkward silence fills the air before the purple-haired woman gives a small huff and brings the first forkful of cake to her mouth.

Almost immediately her cares and concerns are forgotten as the sweet sensation fills her mouth again, but this time the delicious frosting is accompanied and offset by the firmer, yet supple smoothness of the cake underneath. So delightfully rich and thick that Cookie can almost feel her mouth sealing shut thanks to the melting stickiness. A rather unladylike smack escapes her lips as she forces her mouth open before promptly closing it again and swallowing. The mother of two brings her hand to her mouth, fighting the trembling urge to become a puddle of woman all on the floor.

“Cookie?” Cloudy’s voice calls her back to reality, centering her focus on the glasses-wearing woman’s concerned face. “Are you all right?”

“It,” Cookie pauses, clearing her sugar congealed throat, “it’s very rich.”

“That’s my Pinkamena.” Smirking, Cloudy prods at her cake a few times, admiring the reactions and bounce-back of the baked good. But she doesn’t make any move to eat it. So Cookie decides to enjoy another bite of her own, but smaller this time; she wouldn’t want to choke after all.

Holding back a delighted squeal as the sweetness rolls about in her mouth again, Cookie is only marginally aware as Cloudy begins to speak to her.

“Cookie, we’ve been friends for ages, haven’t we? And I can talk to you about anything?”

The purple-haired woman nods in response, closing her eyes as her tongue continues to worship the morsel in her mouth. Even with the world cast into relative darkness, she can still see the slightly strained expression of Cloudy’s face, front and center in her mind. A quiet sound of distress escapes her lips as the mother of four speaks again.

“I really think you’re overacting. About CHS.”

That catches her attention. Opening one of her now pink laden eyelids, Cookie frowns at her friend. “How do you mean, sugar?”

“I mean that things aren’t really that different, are they?” Cookie opens her mouth to respond around the cake, but the stickiness of her lips gives Cloudy a chance to continue her thought without losing any steam. “How much of our time was spent teasing boys and generally causing a ruckus?”

“Well,” smacking her lips again, Cookie grunts, “enough? I don’t really remember.” Another forkful of cake passes between her lips, and the world gains a delightful strawberry haze. Taste, sight, smell, strawberries everywhere. As Cookie hums to herself, Cloudy continues.

“That’s understandable, it was almost twenty years ago, and you were somewhat spacey back then too.”

“Was not,” the mother of two mutters before swallowing her latest mouthful. The world seems to shudder as a shiver runs up her spine, tickling its way up to her brain. It lingers for a moment before rocketing back down to her hips. Her lips take on a gentle, pink sheen as she runs her tongue over them. “I was just involved in so much stuff back then it’s hard to remember.”

Cloudy gives her friend a slightly condescending smile and bobs her head. “Of course; I didn’t mean anything by it except that we got into our own fair share of trouble when we were our daughters ages. Do you remember our showdown with Crystal Prep?”

“How could I not? You were still upset about not making it to the second round on a technicality, so you took their star athlete and turned him to silly putty with those magic fingers of yours.” The two women share a laugh, Cloudy visibly flexing her digits in the sight of her friend, which somehow makes the whole situation that much more amusing. “He could hardly even stand during the athletics section, much less compete. What did you do to him anyway?”

Donning a sly smile, Cloudy rolls her fingertips down against her palm one by one until only the forefinger remains. Flexing the remaining digit in her friend’s direction, she leans in closer and whispers, “I took him to heaven, after a two hour wait, of course.”

“What?” Cookie’s jaw drops as she tries to comprehend what her friend just said. But the mother of four doesn’t even show the slightest hint of surprise, much less remorse, as she twirls her finger in the air and continues to smile. After a few moments, Cookie tries to approach her friend again. “Cloudy, what did you do?”

“Goodness, are you going to make me say it out loud?” she asks, her quite willing smile growing as a touch of red brushes across her cheeks. Releasing her fingers, she wiggles them briefly before continuing. “I snuck away with him and gave him more attention than he could handle. By the time he was ready to blow, I could see that his testicles were far too bloated and swollen to be any threat.” For a moment, the woman’s smile grows wider still. “You should have heard him beg, Cookie; like the most beautiful lyrics you can imagine. And then, when it finally came time? He cried. It was a masterpiece, that mixture of relief and pain etched onto his face. And so much wonderful cum…”

Cookie gulps, licking her lips and shaking her head. A part of her regrets asking, especially considering her friend’s dominant and slightly sadistic streak, but at the same time she’s glad to finally have a clearer idea of what happened that day. As she enjoys another bite of cake, Cloudy finally comes down off her memory high and relaxes her smile.

“He was a real solid boy, I might have married him if he hadn’t run screaming, hands to his crotch, next time we saw each other. But I doubt he’d have been as good as my Ig. In any case, our high school days were full of lurid encounters, weren’t they?”

“I suppose, though I don’t have anything quite as exciting as that.”

“Come now,” Cloudy scoffs and Cookie bristles in indignation. “I know that you were insistent on putting up the front of being a good girl; the sort that helps on every committee and tries to be forthright, but you also deferred to someone like me, your junior.”

“What’s that got to do with anything?”

“Everything. As busy as you were, it was never in a lead position; you were always just looking to please people and make them happy.”

There’s a brief moment of confusion as Cookie struggles with what her friend has just said. As she creases her brow, she swallows. “But that’s not true. Back in my junior year, I was the second on the prom committee and had to handle the lion’s share of the leadership.”

“But only because old Principal Puddinghead asked you to step up when Spoiled came down with the blue flu, right?”

Cookie’s face takes on a fishy quality as her mouth gives a few futile flaps before settling into a thin line. Putting her fork on her now empty plate, she crosses her arms under her chest and pouts at her friend. “That’s not very nice to say, Cloudy.”

“Oh dear,” the younger woman says, her voice teasing again as she reaches across the table and pats her friend’s cheek. Cookie nearly flinches away at the approach of Cloudy’s talon-like nails, but quickly melts into the tender touch and leans further into it. “I don’t mean anything bad by it; I’m just saying it’s indicative of your eager to please nature. It’s a very charming part of your personality.”

The older of the pair continues to pout, but she doesn’t pull away as her friend piles on the compliments. Eventually, her cheeks burning red, Cookie gives a small laugh and smiles. “I suppose. It’s not bad that I want to take care of other people and make sure that they’re happy, right?”

“Certainly not.”

The gradually changing woman gives a small hum of approval, leaning her cheek against her friend’s fingers for a while longer before pulling away. Reaching for the box, she cuts herself another large slice of cake, waving her fork in a slightly menacing manner at Cloudy as she gathers what’s left of her still substantial cleverness. “All right, so I admit that I’m a little bit of a pushover, but I’ve only got the best intentions in mind. So how does that have anything to do with you secretly giving our biggest competition a case of blue balls?”

“Cookie,” Cloudy begins, her tone all but dripping with slyness, “you know that you were just as much of a tease as I was, even if we went about it differently. If I was the cold one, then you must have been a warm summer day; sweet, accommodating, welcome, and like most of your high school relationships, fleeting.”

“That’s ridiculous,” Cookie grumbles, waving her fork in the air. A few stray crumbs fly off the utensil, taking up residence in her deepening cleavage. “I was one of the most popular girls at CHS, even if I was a bit of a tease, there’s no way I would flake out on a guy for no reason.”

As if to punctuate her point, Cookie finally takes her latest bite. Drifting with her thoughts of how sinfully delicious the confection is, she’s entirely oblivious to Cloudy’s latest argument. Just as well, her friend can be pretty sharp sometimes, but she’s certainly off base now. After all, there’s only one person that Cookie spent more time with during her years at CHS compared to the hours of teasing and flirting, and that was Cloudy. That would mean that her friend is implying that there’s some secret tryst going on between the two of them dating back over twenty years. Which simply isn’t true. They’re just close friends.

“You know Cloudy,” she says, interrupting her friend and smacking her lips. “If I didn’t know any better, I’d think that you were coming on to me.”

Certain that she’d silenced the sometimes stern woman, Cookie takes another victorious bite. And as the fork hangs between her lips, her friend fires back without missing a step, “Well, it has been a while since we’ve seen each other. A couple of weeks?”

Cookie pauses, fork all but dangling against her thicker lips as she raises an eyebrow. “Pardon?”

“Since our last face-to-face?” Cloudy says, with a somewhat incredulous smile. “You know that I hate when we only talk on the phone, and I’ve missed you terribly.”

There’s a gulp from the rounder of the two as she bats her eyes a few times in modest confusion. “Cloudy, I think you misunderstood.”

“Oh, I don’t think so.” Getting up from her seat, the younger woman pulls her chair alongside Cookie’s and sits back down. They sit shoulder to shoulder for a moment before Cloudy turns, her heavy chest bumping against Cookie’s arm. “I know that you don’t like to be apart from me for very long, and I have to say that I feel the same.”

A noncommittal grunt is the best that Cookie can manage as she squirms in only mild discomfort. Her cheeks, ears, neck, heck, everything above her heart feels as though it’s about to burst into flames. What on earth is Cloudy talking about? Sure, they’ve always been close, almost inseparable in high school and into their twenties. Even after getting married and having children, both women made time for each other, but never anything so forward, right?

“Cookie,” Cloudy whispers in her friend’s ear, causing the older woman to shudder. Cloudy smiles, tucking a bit of loose hair behind her ear as she continues in that same, low voice. “I know it’s probably a little foggy for you, but you must remember when the boys in school started talking about us like we were an item because we spent so much time together?”

“That- that never happened,” Cookie mumbles in response, shaking her head even as she gives her friend a sidelong glance. “I mean, sure, boys talk but-”

“But we really surprised them when I got fed up and made out with you in the hallway, right?”

The older woman gives a spine-shuddering quiver as she whimpers, biting down on her lower lip. Sure, that had happened, but it was just for show, right? Nobody actually believed that the two of them were romantically entangled, or that it was anything more than playful teasing. As Cloudy’s hand slides up along the inside of her thigh, Cookie gasps and trembles.

“There weren’t too many complaints after that were there?” Cloudy teases, drawing a small circle on the covered flesh of Cookie’s leg. Letting loose a gentle sigh, the mother of four sits back in her seat, wearing that small, knowing smile. “Although we may have gotten a little out of hand at teasing sometimes, we still had a lot of fun, right?”

Cookie’s head is spinning as she bobbles forward and back, trying to process a wave of new memories: together with Cloudy in front of the lockers, surrounded by boys egging them on as they press their lips together again and again; and another time off of campus on Cookie’s car to the whoops of onlookers; then once more, just the two of them but with the entire CHS student body just above them, passionately locking their tongues together under the bleachers. With so many thoughts circling, booting, replacing more conventional memories of a strictly straight high school life, it’s a wonder she can work up he strength to respond with a simple, “Right.”

“Of course I am,” Cloudy murmurs, her manicured nails gripping her own fork and bringing a bit of the cake to her mouth. Cookie gulps, watching with an intensity she can’t explain as her friend closes her eyes, savoring the taste. “Mm, you certainly understated my daughter’s baking, this is worlds beyond where she was even a few months ago.”

Managing a feat that Cookie can’t even imagine, Cloudy puts down her fork and crosses her legs; two beautifully muscled limbs that seem to pulse with the life of a much younger woman. Trying to tear her eyes away from below, Cookie finds herself getting caught only part way towards her friend’s head, Cloudy’s enormous eye-catchers doing exactly what they’re supposed to do. On top of making Cookie’s mouth water, for some reason.

“I suppose,” Cloudy finally says, dragging a nail along the tabletop, “that’s part of why I’m trusting Principal Celestia to help my daughter become the most proficient baker that she can. While I would much prefer Pinkamena to go into something I’m a little more familiar with, I can’t deny that she’s got a talent.”

“But-” Cookie begins, quickly scrunching up her face. That is, of course, a reasonable argument, but something still feels wrong about it. “What about how strange the school is getting? The instructors, they’re a bad influence.”

Cloudy leans in a little closer, flashing a smile as she raises her eyebrow. “Are they really? You and I didn’t have any bad influences, but we certainly caused enough of a ruckus on our own, didn’t we? Maybe we were just ahead of the curve.”

Wetting her lips, the older woman closes her eyes and buries her face in her hands. On some level, things are making sense, but outside of that, it all feels so incredibly wrong. After struggling for a moment, Cookie hears a small, affectionate hum of her name. Looking up, she sees that Cloudy is very kindly offering her another piece of cake.

Except it’s positioned between the tips of her fingers, and the long, luscious nails that top them.

“Cookie,” the younger woman murmurs again, tutting and shaking her head. “You’re getting so worked up about this; the stress is going to give you wrinkles.” Shifting the cake slightly forward, so it rests on the tips of her nails, Cloudy positions herself so that Cookie can look into her eyes as she gazes longingly at the cake. “Why don’t you just do what you always do and listen to me. I’m not taking out my daughters, and you shouldn’t either.”

With a shiver running down her spine, Cookie squirms in her seat and shifts her attention from the icy eyes of her confidant, best friend, and so much more, and the luscious strawberry delight quivering in the air on account of Cloudy’s her barely unsteady hand. After a moment of hesitation, she responds quite simply, “Okay,” and then leans forward, opening her mouth.

“Good girl,” Cloudy murmurs, flexing her fingers just so, allowing the morsel to roll into her friend’s mouth. Cookie shudders, from the words, from the taste, or perhaps from the gentle, lingering touch of her friend’s nails against her lips. In truth, it doesn’t matter if it’s one, or a combination of the three; Cookie just knows that she wants more. And Cloudy is happy to oblige.

Cutting the cake with her fingernails, the former-Ice Queen of CHS carefully serves her friend directly. While there was some awkwardness at first, Cookie readily takes to the friendly feeding style as though it were the most familiar thing in the world. With each bite, she feels more comfortable, more satisfied. Happier and more at ease than she ever thought she could be.

Bit by bit, thoughts of pulling her daughters out of school drift away. It really is quite silly, isn’t it? After all, it isn’t as though Rarity isn’t doing anything different from Cookie’s own experiences, so why should she even be looking at another high school? CHS is home, and becoming so wonderfully, well, slutty. The very thought of the teenage student body becoming more like Rarity and her friends, or better still more like Cloudy and herself, causes Cookie to shudder in anticipation.

By the time the piece is gone, Cookie is lavishing her friend’s fingers with her tongue; licking, suckling, anything to get a stray morsel, to feel Cloudy’s touch and, perhaps if she’s lucky, get another kind word.

But it doesn’t come.

“Cookie,” her friend begins, “you said that you were having a little trouble understanding your daughter, right?”

Oh, right. Rarity. Sighing, Cookie brings her palm to her cheek and rolls her eyes. “A little trouble is the understatement of the year, sugar. We may as well be on different worlds.”

After a moment of silence, Cloudy pipes in again. “Well, have you tried getting into her head and seeing things from her point of view?” When Cookie shakes her head, her friend claps her hands together. “Good, because I have an idea: what if you go to her bedroom and try something of hers on?”

Cookie’s jaw hits the floor. Mentally scrambling, she attempts to sound indignant, “C-Cloudy! Have you seen what my little Rare-bear’s been wearing? It’s all short, backless, sleeveless and entirely inappropriate for a woman our age.”

“Of course,” Cloudy says with a knowing smirk, “but doesn’t the idea of wearing something you shouldn’t sound appealing? Overwhelming Rarity’s teen-style clothing with an excess of your own ladiness?”

“Sugar, the only ‘ladiness’ that would overwhelm my daughter’s clothing is my muffin top,” Cookie responds with a laugh. But her friend doesn’t miss a beat.

“I know. So I’m telling you that you should go and find something saucy from her closet and change into it.”

Before she even realizes it, Cookie is on her feet. She wobbles for a moment, as though unused to her now platform heels. But that’s completely ridiculous; she’s been wearing these kinds of shoes since her high school days. After all, flats are so incredibly boring; something that she’s been trying to get Cloudy to realize for ages. Putting aside her unsteady footwear, Cookie nods to her friend and minces her way up to her eldest daughter’s bedroom. The faint clinking sound of fork against plate follows hot on her heels.

Rarity’s room is, to put it nicely, controlled chaos. Part living space, part workstation, design sketches and swaths of fabric are draped over surfaces, chairs, desks, even the overhead fan. Flinching a little at her daughter’s mild messiness, Cookie cuts through the room and makes a beeline for the closet. Pulling it open, she sighs.

“Really,” she mutters to herself as she takes out a slinky PVC style purple cat-suit and tries not to sneer, “what on earth were you thinking, listening to Cloudy like that? She’s clearly having fun at your expense.” Another brightly colored tube top causes her lip to curl higher. “I can’t be caught dead in anything in this girl’s closet. I should just go back down and tell her to forget it.”

But then she’d be disappointed. The thought stops Cookie in her tracks, imagining Cloudy, her dear friend, looking rather put off that she couldn’t even manage as simple a task as dressing herself. With a mixture of anxiety and irritation, the pleasantly plump woman turns back to the closet and begins rifling through the hangers again. And then she finds it.

The top itself is rather discrete, which is saying something considering the rest of Rarity’s wardrobe. Perhaps it’s the practicality that catches Cookie’s eye. A darkened rosy color, with thin straps and fabric bunched up along the low neckline, there isn’t much to the top, but at least Cookie knows she won’t be squeezing herself into a far too small piece of clothing. After a little digging, she also finds a pair of yoga pants that must have missed the donation bin or Rarity’s scissors for the better part of two years. Meaning they ought to be just about Cookie’s size.

Not wanting to waste any more time, the mother of two slips off her heels before stripping out of her modest top and jeans, letting loose a sigh of relief as the fabric peels away from her body. Cookie pauses long enough to look at herself in the mirror and frown. Turning to the left and the right she pouts and brings a hand down to her backside. “I probably shouldn’t have gorged myself on that cake,” she mutters, giving her hefty backside a small jiggle.

On top of that, her rather plain underwear is cutting into her rump and leaving a mark. Well that simply won’t do. And so it comes off. The bra too, considering that she can just wash the clothes before Rarity comes home. She’ll never even know!

Cookie squirms her way into the outfit that she’s picked out, noting with a measure of displeasure that her initial guess may have been off a little. Okay, more than a little, considering her chest is swimming in the top, and the pants are snug enough that her stomach spills over the front, enough to appear as a small, smooth expanse beyond the hem of the top. Muffin top indeed.

With a heavy sigh, Cookie traces her belly and scowls. “I can’t believe I’m actually going to go through with this…”

“Cookie, are you almost done?”

At the sound of her friend’s voice, the older woman is quick to pull on her heels, her frustrations about her body momentarily forgotten. Once again feeling graceful on her feet, Cookie hurries down to the kitchen in the outfit that she would be hard pressed to wear out in public. And certainly not without her underwear.

Stepping into the dining room, the mother of two feels her breath catch in her throat. There, at the table, is Cloudy. But for some reason that Cookie can’t quite place, her friend seems different. Not in a bad way, certainly; the simple sundress she’s sporting has a wonderfully low neckline, showing off acres of plush, pale breast-flesh along the top and the side, while the hem is high enough to give fair measure to the miles of her femininely thick legs. And, of course, the small, but ever present heels of her feet make her that much larger when she’s standing.

Glancing up from the table, Cloudy smiles and taps her now-empty plate. “I have to say, that was absolutely delicious Cookie. I’m a little amazed that you would share it with me.”

“I’m not that bad, sugar,” Cookie finds herself responding as she tries not to ogle her friend, too much. “Besides, Pinkie helped a great deal I imagine.”

“So she did,” she says with a grin before getting to her feet and click-clacking her way across the floor. The older woman wets her lips as her friend approaches, standing straight as Cloudy circles round her twice before leaning her chest against Cookie’s back. Cookie’s breath catches as she feels the massive weight of Cloudy’s chest pressing into her, knees knocking together as she tries not to focus on the inescapable, delightful sensation.

“There’s the trampy little girl I went to high school with,” Cloudy teases, pressing her lips against the back of Cookie’s neck. “The style’s a little different, but you’ve always been one for tight fitting clothes. I’m glad to see that hasn’t changed.”

“I suppose the only thing that’s changed is where they’re tight,” Cookie says with an anxious laugh, trying her hardest not to look down at the swell of her belly. She shivers as her friend slides her fabulous fingers away from her waist and onto her stomach. With a small whimper, she struggles to look back at her friend. “Cloudy, don’t.”

“Shh,” the younger woman whispers. “You’re thinking too much again. Just be quiet and let me set you straight.”

“But-”

Cookie fully expects another shushing sound from her friend, but gets something very different. Cloudy’s tongue. Any complaints fall away as Cookie finds herself unable, and entirely unwilling, to use her mouth for anything other than making out with the younger woman. Her helpless whimpers gradually change to gentle moans as Cloudy relentlessly toys with her muffin top, even going so far as to dig her index finger into her belly button. Repeatedly.

The innuendo is not lost on the heavier of the pair. When they finally break away, Cookie is breathless and as red as a tomato. “Cloudy…”

“That’s my girl,” the former ice queen says, not even bothering to hide her smirk as a fresh round of knocking knees and wobbly legs makes its way through Cookie’s body. Leaning on her friend for support, the older woman looks up at her friend.

“W-Well, here I am, in all my forty-plus glory.”

“And I appreciate it. So, do you feel like you’re in your daughter’s head yet?”

Still blushing, Cookie reaches up and twirls a few loose strands of hair around her finger. “To be honest, I don’t even feel like I’m in my own head. What was all that about anyway?” At her friend’s confusion, Cookie colors again and taps her lips twice.

“Oh, I just thought you might feel a little younger reliving your high school days.” There’s a momentary pause before Cloudy raises her eyebrow. “If that didn’t work, we can always go find a bunch of teenage boys and give them a show, like we used to.”

Cookie catches herself before she admits that it sounds like a wonderful idea. “Well, I do feel a little like you’ve knocked twenty years off,” she says with a laugh, “but Rarity and I are just, we’re very different people. She’s young, fit and stacked and I’m-”

Pausing, Cookie lifts her arms and gives a distraught sigh. Cloudy Quartz remains silent for a moment before raising her own hands and entwining their fingers together. Donning a smile that would be out of place to anyone except her family or Cookie, Cloudy brushes her cheek against Cookie’s and whispers, quiet plainly, “Cookie, you and I are best friends. I know you better than anyone, and I’m telling you that you have more in common with your daughter than you realize.”

Cookie gulps, but listens attentively as her friend continues. “You’re both stylish in your own eyes, and you’ve got a knack for people and money. You are both more alike than you are different, even if you are a little chubby.” Coloring, the older woman turns her head away, but that doesn’t deter Cloudy at all. “You’re my little bunny after all.”

“Cloudy.” A whine this time. “Don’t call me that.”

“Don’t call you what?” the younger woman asks with a smile. Cookie gulps.

“I’m not a chubby bunny.”

Her friend chuckles a little, cradling her burgeoning belly again. “Of course you aren’t. You’re also fashionable and business savvy like your daughter.” Cookie whines again, a sure sign of distress as her sensitive middle is played with again. “But you will always bee my chubby little girl; as far as I’m concerned, I’ve just agreed to share you with Magnum and will come sample you whenever I like. Now, how about we finish that cake?”

The sounds of distress quickly taper off as the two go back to the table to enjoy the rest of the confection. Well, Cookie enjoys most of it, but Cloudy does delight in feeding her friend, and the luxurious attention that she gives to her fingers to make sure they’re clean. All the time, Cloudy’s words ring in Cookie’s ears. Fashionable. Business savvy. And chubby. So very chubby.

Bit by bit, piece by piece, Cookie shifts more and more. The seams on the pants are the first to begin creaking, her once somewhat slender thighs bulging larger as the minutes pass. Passing from modest to meaty, Cookie’s legs strain against the tight fitting fabric, her chubby backside forced up beyond the waistband, her plump butt begging for the pants to be torn away.

Not to be outdone, Cookie’s steadily swelling sweater stuffers spill out from her top in any direction they can manage. Unlike Cloudy’s high and proud pair, Cookie’s have a natural heft and hang that promises to envelop anything that comes close to them. Her exposed belly, once a smooth crescent shape, is now a full on half-moon, managing to ride high without too much sag; just enough to belie the early stages of pregnancy at first glance. And her heels as well march ever higher, until they reach the point where they would only be acceptable in a gentleman’s club; not that that’s ever stopped Cookie before.

She is, after all, a fashionable woman in her own way. Perhaps not quite as much as her daughter, but she is a grown woman and is not going to be told what to wear by someone else. Who knows her body better than she does? Except for maybe Cloudy. And as for Cloudy, while Cookie running her tongue along the younger woman’s index finger, making sure to catch a bit of frosting that had escaped the first time, Cloudy speaks.

“Cookie? Are you feeling a little more levelheaded now?”

“Mm, much,” the chubbier Cookie murmurs, suckling gently on her friend’s finger for a few moments longer than she probably needed to before continuing, “I think I know exactly how to handle Rarity’s request.”

A look of relief spreads across Cloudy’s face as she cups the older woman’s chin. “I’m very glad to hear that. Maybe now we can get on to some more pleasurable things?”

“As if I haven’t been ready for ages,” Cookie says with a laugh, reaching into the box and taking one of the few remaining strawberries. She pops it into her mouth, her face smoothing slightly and gaining a heavier dusting of pink makeup. Elsewhere in the house, Cookie’s wardrobe explodes in a shower of pink sparks, the bland tops and formless jeans giving way to clothing that would be more likely to be found in the closet of a twenty-something. Just because she’s an older woman, doesn’t mean she can’t pull off a certain look.

“Then you should have said something,” Cloudy chuckles, flexing her fingers menacingly.

Without batting an eye, Cookie smirks. “I would have, but you were doing an excellent job of keeping my mouth occupied.”

Laughing, the two friends leave the kitchen behind. The cake is almost all gone by this point, but there’s bound to be some sweetness found between the two women as they stumble and grope their way towards the bedroom.

===

The morning passes by, and the afternoon inevitably arrives. Rarity walks home with her head held high, quite confident that her diabolical scheme has worked wonderfully. After all, how could it not? As she approaches her home, she sees the only somewhat familiar face of Cloudy Quartz, though her body looks nothing like the teen remembers. Is she another victim of Pinkie’s magic? Putting on a strained smile, Rarity nods at the older woman.

“Good afternoon.”

“To you as well, dear,” Cloudy says with a smile. “I hear you and your mother had a bit of a tiff.”

“Ah, she, told you?” the fashionista flinches a little, biting her lip. Cloudy chuckles and nods towards the house.

“Well, we spent most of the day talking about it, so don’t keep her waiting.” The teen nods, hurrying away from the statuesque woman without a second thought. Cloudy turns to watch her leave, wetting her lips with her tongue. “She might get her height from her father, but those curves are all Cookie.”

Clacking up the steps as quickly as she can, Rarity opens the door and, with a note of hesitancy in her voice, calls out, “Mother? I’m home.”

There’s a moment of silence before a familiar voice responds. “Rarity? Oh thank goodness.”

The steady beat of heels is the first sign that something has changed. Trying not to get too excited, Rarity watches the corner intently, waiting for her mother to come around. And as she does, Rarity’s eyes widen.

“Hello, sugar,” the now unquestionably chubby Cookie says with a smile as she pecks her daughter’ on the cheek. The strappy top does very little to contain either her breasts or her now prolific paunch, MILFy flesh spilling out of the fabric from wherever it can. Cookie’s jeans, while snug and designed to show off her bulging bottom, ride low enough on her hips to show off her entire torso, without shame. “Did you have a good day at school?”

“Well, ah, yes, I suppose so,” Rarity squeaks. Gulping, she tries to tear her eyes away from her mother’s gravidness, but such a thing is truly impossible, as that is Cookie’s nature. And perhaps it would have been her own, had she taken Pinkie up on her offer. Slowly, it dawns on the teen that it still might be in her future. With such a sudden shock, she shakes her head and forces a smile. “So, did you get my gift?”

Cookie lets out a happy moan, bringing a hand to her cheek. “Oh Rarity, it was delicious! I’m going to have to thank Pinkie for that next time I see her. Do you think she’d bake another that we could take to my parents?”

Rarity laughs nervously. “Well, it was something of a kitchen experiment, and you know how hard those are to replicate!”

“What a shame,” Cookie sighs. “But it was delicious, so thank you.”

“You’re welcome,” Rarity responds, managing her first genuine smile of the conversation. An awkward silence fills the air, tension steadily growing as Rarity leans ever closer. Cookie doesn’t even bat an eye until, finally, Rarity can’t take it any more and asks. “So, can we talk about the new venue?”

“Of course! The answer is still no.”

And shot down right out of the gate. Rarity’s jaw goes slightly slack as her brow furrows, her slut-addled mind working overtime to make sense of what’s just happened. “But, the cake, you…”

“Oh yes, it was a very delicious cake, sugar, make no mistake about that. But I’m not going to change my mind just because you feed my indulgences from time to time.” With a gentle laugh, Cookie rubs her belly. “I’m not so easily bought.”

“Yes, of course,” Rarity sighs, her shoulders sagging. Apparently the magic is far too unpredictable to be used for things like convincing parents that you should be able to rent more property. Perhaps it has to be sexual in nature? As her daughter continues to stew in her thoughts, Cookie clears her throat.

“Rare-bear, do you remember what I told you why I was concerned about you renting this new space?”

Still pouting, Rarity looks up at her mother. “That I’m not responsible enough to run two businesses at once?”

“Honey, no, that wasn’t it at all!” Cookie’s cry causes Rarity to right herself almost immediately. “I was saying it’s impossible for you to be in two places at once. You are the heart and soul of your business, but you can’t run two locations at the same time.”

“I don’t believe I follow, Mother.”

Sighing, Cookie reaches out and taps a manicured fingernail against her daughter’s forehead. “I’m saying that it’s about time you learn about delegating to your other employees.”

Another pause.

“Mother, I don’t have any employees.”

“Not yet,” Cookie says with a smirk. “But I’ve been doing some checking around this afternoon and I think I might have a few leads on people who might be able to manage a second location.”

To her credit, it only takes a full second for Rarity to realize what her mother’s implying. At least, that’s how long it takes for her eyes to light up and a squeal to escape her lips. “Are. You. SERIOUS?” Another squeal, and the teen grabs her mother’s hands, bouncing up and down in excitement. “Oh I can hardly believe it! Thank you, thank you!”

Cookie laughs, pulling her daughter in for a hug. Suppressing the audible segment of her excitement for a moment, Rarity clings to her mother, grinning from ear to ear. So things may have not exactly gone as expected, but a chubby bombshell is still a bombshell, and the teen struggles with the urge not to bury her face in her mother’s mounds. And, most importantly, Rarity’s getting exactly what she wanted all along so in the end it all works out.

The door clicks and creaks open behind them, and Rarity turns, a big smile on her face. “Daddy! You’ll never believe what-”

Even as Rarity’s voice fails, ¬Cookie’s doesn’t. “There’s my man. How was your little piece of thief cake?”

Gawking at her father’s now larger frame, Rarity gulps and bites her lip. Perhaps a cake placed unguarded, out in the open, wasn’t the best way to ensure that there wasn’t any collateral damage. She files that away to ensure that the same mistake isn’t made in the future.

Though, there’s nothing to say she can’t do it on purpose…

===

Night falls, and across town twenty or so adults have gathered in a conference room. They grunt and grumble amongst themselves, bits and pieces of conversations mingling with one another as the minutes pass. Until, at long last, the door opens. All eyes turn as a woman enters, clearly the youngest in the room. She moves to the head of the table, sets her paperwork down, and flashes a smile at the gathered parties.

“Ladies and gentlemen, I apologize for the wait. I had hoped another of our number would be joining us, but it seems that she’s not coming tonight. In any case, I’d like to welcome you to our meeting.” Glancing around the table, she watches at the conversations slowly die down. Clearing her throat again, the woman picks up a remote from the table. The lights dim, and a projector hums to life overhead, casting itself onto the wall behind her. A picture of Canterlot High School.

“As you all know, there have been an increasing number of issues regarding the availability of education for post-primary students in this district. As it stands, Canterlot High School is the option for parents who wish their children to attend school close to home. As a public institution, CHS is the ONLY option for individuals who cannot make the daily commute to Appleoosa Academy, or afford the financial obligations at Crystal Prep.”

A small murmur of agreement rumbles through the crowd, causing the woman to smile. Tapping the remote, the image on the wall changes to that of Principals Celestia and Luna, and she continues, “As you are all aware, the majority of our difficulties have arisen in the years since the Two Sisters’ administration began. While they are certified and indeed capable, their competency is in question. I’m sure I don’t need to tell you about what you children say their peers are wearing day in and day out, with the permission, nay, encouragement of the administration!”

Another click and the wall now displays three individual pictures of Nurse Redheart, Cheerilee, and Mrs. Harshwhinny set side by side. “The same can also be said of some of the hires that have been made in this time span. Capable yes, but highly questionable. Each of these women has been rumored to take advantage of students, male and female. Considering that the administration refuses to act, or even investigate, we must assume that they are complicit in these actions. And if they will not act, then we will!”

One more click, this time of an aerial shot of their section of town. A large, unfamiliar structure looms in the picture, two stories high and exceedingly wide. A school. A new school.

The woman’s smile widens as she lifts her hand into the air. “Concerned parents of CHS, it is time to take matters into our own hands. The administration has not listened to our complaints, and neither has the district. Therefore, it falls on us to make our stand. And we shall do it here! With your support, we can have a new campus up and running by the start of the fall semester. No more trashy women strutting around the halls, taunting your children, threatening them with sexual assault. The Two Sisters administration will no longer have any power over us, and students can be normal children, without any sexual concepts placed upon them! We can make this town ours again. We can make Our School!”

“To our school!” Filthy says, getting to his feet with a shout. The crowd bursts into applause. And Starlight Glimmer stands in the midst of it. Smiling. Soaking it all in.