C: *Pinkie was resting on one of the beach chairs of a decently sized ship, staring up at the sky with a smile as she flipped herself towards Rarity.* “Thanks for inviting me on a ride on your boat, Rarity! It’s super duper pretty looking just like the sea around us is! Where did you get a boat like this anyway?”

L: Rarity smiles over at Pinkie, laying on another chair next to them. "Well, with how well the Boutique's been doing, I figured... Why not, right? And I can already tell it was worth it!"

C: She giggles and nodded a little bit. “Fair enough! I mean if we get to do something super fun like this boat ride, then it’s all worth it!” Her hand reached over, placing itself on Rarity’s belly. Both Anthro girls were wearing bikinis, with Pinkie’s bikini accentuating her chubby pink belly.

L: Rarity's own bikini is, of course, very well-made and fancy. "And I was thinking we could go for a swim later as well, if you'd be up for that."

C: “That sounds amazing! I mean, I never took you for a swimmer Rarity. I always thought that you’d be too worried about your mane to really bother learning how to swim and hold your breath. At least that’s what Applejack said.” She giggles a little as her bikini was pink and very cute. Applejack wasn’t wrong, as Rarity wasn’t much of a swimmer.

L: "Well, it can always be fixed after. Although it did take a while for me to start being okay with messing it up!" Rarity laughs. "But, I've gradually been getting better at swimming and breath holding over time."

C: “Great! I can’t wait to see it! I bet you look really super duper cute holding your breath!” She giggled, smiling at Rarity and hugging her tightly. Neither lady noticed that the ship was about to crash on a nearby rock formation.

L: Rarity hugs Pinkie back. "You know, I haven't seen you hold your breath before either..." Before she can finish that, there's a powerful jolt as the ship hits the rocks! Rarity yelps as she almost falls off her chair, and she quickly looks around. "What just happened!?"

C: Pinkie fell flat on her face, and her plump buttcheeks began to wiggle of their own accord. She could feel it and her Pinkie Sense told her it meant only one thing as she pulled her face off of the floor. “We hit a huge rock!” She said as the ship began to sink with them on it.

L: "Ugh, no! I only just got this ship! Come on, we have to try to save it!" Rarity gets up and starts rushing below deck.

C: Pinkie follows Rarity quickly below the deck, water starting to flood the lower decks of the ship. “How are we gonna save it Rarity? Did you pack some extra planks of wood and tools down below?”

L: "I SHOULD have, we just have to hope I didn't end up forgetting... I hate to do something like carpentry, but I won't have a choice this time!"

C: Pinkie nodded as they both rushed down, where they were already waist deep in water. Unfortunately for them both, the wooden planks and tools didn’t seem to be there. Whether Rarity forgot them or they just ended up falling through the big hole on the side was up in the air. “Uh Rarity? I don’t see anything to help fix that big hole that’s making us sink.”

L: Rarity sighs, accepting that there's nothing she and Pinkie can do. "...We have to just go. Come on, let's head for the lifeboat..." She starts heading back out.

C: Pinkie nods and walks behind Rarity, hearing a creaking sound. It was a signal that the boat didn’t have much longer in terms of staying above the surface.

L: Hearing that, Rarity realizes she and Pinkie likely don't have as long as she first thought, and she starts running faster. "Come on, hurry!"

C: Pinkie nods as they run faster, towards the lifeboat. Thankfully, it seemed like it was pretty intact. Pinkie jumps on in and pats her lap. “Quick Rarity! Jump into my lap!”

L: Rarity jumps into Pinkie's lap as requested, starting to work on getting the lifeboat loose. "O-okay, we should be fine from here..."

C: Pinkie held onto Rarity as both suddenly fell into the ocean with the lifeboat, the ship finally completely submerging. Pinkie looked around them and started to realize something. “Uh Rarity? I think we’re lost.” She said, not seeing any form of land around them.

L: Rarity's eyes go wide as she looks around as well... "...The map was on the ship..." She sighs. "I don't know what we can do now..."

C: Pinkie saw how upset Rarity seemed. She may not have known what to do to get them out of this situation, but she did know how to cheer Rarity up. “How about that swim we were talking about? It’ll give us the opportunity to explore the sea around us and it’ll be fun!”

L: "...Well, that might at least be nice. Alright, sure! Figuring out what to do can come after we're done." Rarity gets up, starting to get into the water.

C: Pinkie grinned and wasted no time, getting up and taking a deep breath. Her cheeks then puffed big as she immediately dove underwater and sank to the bottom, shaking the lifeboat and nearly toppling it over.

L: "Woah!" Rarity tumbles off the boat into the water, managing to get a breath just before going under. She puffs her cheeks as well, and gives Pinkie a smile once she sees them.

C: Pinkie smiled back, seeing how cute Rarity looked holding her breath. She swam over to Rarity and held her hands, swimming with her to the bottom of the ocean. Her cute pink breasts bounced in her bikini as she swam down.

L: Rarity lets Pinkie bring her deeper down, some bubbles leaving her nose. She looks around at the sights for a little bit, then focuses on Pinkie again.

C: There were, obviously, a good amount of sea creatures swimming around the sea and looking towards their new guests. Pinkie touched down on the floor and smiled at Rarity, placing her hands on her puffy cheeks and beginning to rub them. Pinkie looked really really cute when she held her breath, blowing some bubbles on her face.

L: Rarity smiles as Pinkie plays with her cheeks, and she poke at Pinkie's cheeks some as well. She plays up the amount of force that Pinkie is using, blowing some bubbles herself.

C: Pinkie blows out some bubbles as Rarity pokes her cheek, puffing them bigger for the unicorn as she hugged her tight. She stared into her eyes and gave her a cute kiss on the nose.

L: While she blushes at the kiss, Rarity doesn't really mind it, and she hugs Pinkie back, standing on the bottom with them. 

C: Pinkie then held Rarity’s hand and started to swim around the ocean with her. Their wrecked ship was nearby, so they could explore it if they wanted. Pinkie turned to Rarity and smiled, beginning to speak underwater. “Wblannabl expbllorebl Oblurbl sblunkeblnbl shblipbl?”

L: "Thblat miblght ble inblterblestbling, sublre!" Rarity starts heading for the ship, glad to already be familiar with its layout.

C: Pinkie heads for the ship as well. Pinkie was pretty familiar with the layout as well as they entered through the hole, where the storage room was located. Pinkie, naturally, had packed a lot of sweets down here that were somehow all still good despite experiencing a shipwreck. She seemed pretty happy that all of her sweets were okay, managing to eat a cupcake underwater.

L: Rarity giggles out some bubbles, this being the first she's seen of those sweets. She gives a shot at eating a cupcake as well, and while she definitely ends up bringing some seawater in with it, she manages it as well.

C: Even with the seawater, the taste of the cupcake overpowered the taste of the seawater. And it was just as delicious as Pinkie’s baked goods usually were. “Dblobl ybloubl lblovebl ibltbl?” Pinkie asked with a cute smile.

L: "Abls grbleat abls evbler, dablrliblng, evblen doblwn hblere!" Rarity sits down, looking around the room and noting how different it looks underwater.

C: Everything was all floaty and had a light blue glow to it now, the light patterns moving around a bit on the walls of the ship. Pinkie looked happy that Rarity seemed to enjoy her sweets, swimming over to her. “Ibl wblasbl Rblightbl. Ybloubl dblobl lblookbl sbluperbl cblutebl hbloldblingbl yblourbl bblreathbl!”

L: "Sblo dblo yoblu! Bebling doblwn hblere ibls abl loblt moblre fubln thblan Ibl exblpecblted!" Rarity's beginning to feel a need to breathe, but she tries to ignore it.

C: Pinkie was clearly the better breathholder, but that went without saying. With how strange she could be at times, having a good breathhold seems tame by comparison. “Mhm! Evblenbl iblfbl wblebl cblan’tbl bblreathebl!”

L: "Spbleakbling oblf brbleatblhinblg, mablybe wble shbloulbld loblok arblounbld anbld seble iblf thblerebl's anbly aiblr poblckeblts ibln hblere... Ibl dobln't thblink Ibl wablnt tblo reblallbly publsh myblselblf."

C: “Sblurebl thblingbl! Ablndbl iblfbl wblebl dblon’tbl fblindbl ablnybl, Ybloubl cblanbl tblakebl ablirbl fblrombl mblybl bbligbl chbleeksbl!” She puffed them even bigger and pointed at them while bubbling, smiling cutely at Rarity as she puckered her lips at her.

L: Rarity giggles out some bubbles. "Yoblu sublre cabln hblold abl loblt ibln thblose! I'bl ble sublre tblo keblep thblat ibln miblnd." She hops up to start swimming through the ship some more.

C: Pinkie swam behind Rarity, watching that beautifully large curvy rear of hers jiggle around. She smiled at the sight and even gave it a good squeeze as they swam. So far, no air pockets were in sight for Rarity to breathe from.

L: "MMBLB!" Rarity jumps in surprise at her butt being squeezed, before realizing it's just Pinkie and smiling back at them. "Jublst cabln't reblsisblt, hbluh?~"

C: “Hblehblebl! Ibl cblan’tbl hblelpbl ibltbl iblfbl ybloubl hblavebl sbluchbl abl gblreatbl bbluttbl!” Pinkie smiled back towards Rarity and gave her butt more squeezes. The pink pony seemed particularly pleased with how squishy Rarity’s posterior was against her hands. “Ibl dblon’tbl knblowbl whbly Ibl’vebl nblevblerbl gblavebl yblourbl bbluttbl abl gbloodbl sqblueezblingbl ublntblilbl nblowbl!”

L: "Webll, mably abls webll mablke iblt eablsieblr foblr yoblu...~" Rarity stops and takes off her bikini, leaving herself bare to the water. "Gblo ahblead, dablrliblng~"

C: Pinkie smiled, yet decided to join Rarity. She sheds her own bikini, revealing her plump pink boobs and butt as she buried her face between Rarity’s glorious rear. She squeezed and rubbed every area of those white cheeks, even giving them a playful slap.

L: Rarity fondles her breasts as Pinkie plays with her butt, and although her chest is starting to heave now, she doesn't care yet.

C: Pinkie blows bubbles up her butt, noticing Rarity’s chest was heaving. She giggled and nuzzled her head against those soft buttcheeks, deciding to tease her. “Iblt’sbl lblikebl Ibl’mbl abl sbleaponybl, ablndbl yblou’rebl thblebl ublnfblortblunatebl ablirbl bblreatherbl thblatbl slblippedbl iblntblo mblybl gblraspbl~”

L: "Oblh, arble yoblu? Anbld arble yoblu thble kiblnd oblf sebla poblny thblat leblts thbleir viblctiblm geblt clblose tblo drblownbling beblforble hblelpbling?~" Despite what she'd said before, Rarity feels more up for pushing herself thanks to how horny she's getting.

C: “Mhm!” Pinkie nodded her head happily, making her cheeks bounce as she hugged Rarity from behind. Her breasts pressed against Rarity’s back, squishing a little as Pinkie massaged Rarity’s boobs.

L: "Hblow unblforbltunblate foblr mble~" Rarity's cheeks are beginning to inflate a bit bigger as her strain grows, but she's still enjoying herself, moaning a little.

C: “Yblupbl~ Cblomplbletelblybl abltbl mblybl mblercybl, unblablebl tblobl eblscapebl!” Pinkie smirked as she watched Rarity’s cheeks inflating bigger. She even blew teasing bubbles in her ear to further tease Rarity’s lungs, squeezing those breasts harder.

L: Rarity squirms in place while her need to breathe slowly gets more intense, but she makes no attempt to get away, and in fact starts to finger herself some.

C: Pinkie watched as Rarity squirmed in her grasp, just holding her tighter while her thumbs lightly rubbed those nipples around. “Whblat’sbl thblebl mblatterbl?~ Dbloes sblomeblonebl nbleedbl tblobl bblreathebl?~” She kissed Rarity’s puffing cheeks, curious as to how large they would get.

L: "Mmhm!" Rarity keeps her air in and nods, her cheeks bouncing a little. She's starting to really struggle now, her chest heaving and making her breasts bounce as she occasionally loses clusters of bubbles.

C: “Ibl Dblon’tbl thblinkbl yblounl dblobl~” Pinkie teases as she smirked at how much she was struggling. She was really planning on pushing Rarity’s lungs to their limit. She flipped Rarity over so she could stare into her eyes, and also so Rarity could see how much better Pinkie was doing.

L: Rarity is certainly jealous of how well Pinkie is still holding their breath. She covers her mouth with one hand, her lungs now burning as her face gains a very slight purple tint. Her cheeks are about half the size of her head now, and continuing to expand.

C: Pinkie was honestly loving the feeling of Rarity struggling against her, one hand reaching behind her and petting that flowing mane of hers. “Iblnbl fblactbl, Ibl thblinkbl Ybloubl cblanbl hbloldbl fblorbl mbluchbl mbluchbl lblongerbl! Sblurebllybl iblfb thblebl fblishbl cblanbl stblaybl dblownbl, Ybloubl cblanbl tbloobl~”

L: Determined to last as long as possible, Rarity now puts her other hand over her mouth as well, though she's beginning to shiver some from how badly she needs to breathe. The purple blush is more obvious now, and she nervously stares at Pinkie.

C: Pinkie just smiled and caressed those huge cheeks of hers, squishing them around and bouncing them in her hands. It was clear that Pinkie was enjoying the sight, judging by how much her pussy was wettening. “Mbly swbleetbl ablirbl bblreatherbl~ Sblobl sblexybl ablndbl strblugglybl whblenbl shblebl nbleedsbl tblobl bblreathebl~”

L: Rarity's face is beginning to go blue now, and she tightly shuts her eyes. Her cheeks start to repeatedly deflate and reinflate as she rebreathes her stale air, said cheeks puffing out bigger each time. Even with her not masturbating, she seems to be getting closer to an orgasm just from holding her breath.

C: Pinkie helped out by covering her mouth and nose tightly with her tail, ensuring that Rarity didn’t burst away all of her air too early. Those cheeks wobbled with each heave that Rarity did, and it was almost hypnotic the way that they bounced. She leaned forward and started whispering in her ear. “Ablirbl~ Oblxygeblnbl~ O2~”

L: Finally, Rarity's cheeks become as big as her head and her chest begins heaving the hardest yet as her body starts trying to exhale. While she does struggle, she focuses on not actually trying to get away from Pinkie. "MMM! MMRGH!"

C: They looked so big and sexy, yet Pinkie knows that they could puff even bigger as she kept her tail wrapped tight around Rarity’s muzzle. She could tell that Rarity’s body was desperate for a breath, yet Rarity’s eyes were telling a much different story.

L: Rarity trembles all over as she looks at Pinkie with wide eyes, her face turning increasingly blue as she's now truly suffocating. Her cheeks are continuing to grow as she puts more and more force into her attempts to exhale, and she seems close to having an orgasm just from her need to breathe.

C: Pinkie could tell, and that’s why she wasn’t gonna let go of Rarity’s muzzle or give her air just yet. She wanted to see her cum. Cum from the fact that she needed to breathe. “Ybloubl dblon’tbl wblantbl ablirbl~ Ybloubl wblantbl cblumbl~”

L: And, after about 10 more seconds, Pinkie gets her wish. Rarity's body stiffens for a moment, and her eyes roll back in pleasure as she climaxes, juices visibly leaking from her vagina.

C: She lets go of Rarity’s muzzle, letting her release all of that extremely stale air. Once it was all gone, she kissed her lips and let her breathe in her air. Her very sweet warm air. Her eyes closed as she blew the oxygen into Rarity’s needy lungs, caressing that beautiful butt of hers all the while as bubbles escaped her nose.

L: Rarity greedily inhales as much as she can hold, gasping from Pinkie's lungs. The blue on her face fades back to purple, then red as her oxygen recovers, and she smiles at Pinkie.

C: Pinkie smiled back towards Rarity, still not seeming bothered even after getting air greedily sucked out of her. She giggled bubbles at the look of shock on Rarity’s face. “Whblatbl?~” She asked as she caressed Rarity’s cheeks.

L: "Webll... Ibl thblink thblat wabls thble loblngeblst I'vble evbler hbleld mbly brbleatblh... I'vble ceblrtablinlbly neblver clblimablxed frblom iblt beblforble~ Hblow arble yoblu dobling obln brbleatblh?"

C: “Ibl’mbl dbloingbl jblustbl fblinebl! Ibltbl wblasbl sblobl mbluchbl fblunbl sbleeingbl Yblourbl bblodybl sqbluirmbl fblorbl bblreathbl iblnbl mblybl ablrmbls~ Eblspecbliallybl sbleeingbl ybloubl clblimaxblingbl fblrombl ibltbl!”

L: "Anbld iblt wabls fubln exblperblienblcinblg iblt, toblo! Wble reblallbly nebled tblo dblo thblis moblre ofblten~"

C: “Wblell, iblt’sbl nblotbl lblikebl wble’rebl gblonnabl bblebl bblackbl oblnbl lblandbl ablnybl tblimebl sbloonbl~ Wblebl hblavebl thblebl whblolebl oblceanbl tblobl oblurblselvesbl, nblobodybl ablroundbl tblobl stblopbl ublsbl~”

L: "Yeblp, anbld nblo onble tblo jubldge ubls foblr thblis eibltheblr! Doblesnbl't reblallbly mablke ublp foblr thble shblip siblnkiblng, bublt thblis dobles mablke iblt noblt feblel abls babld."

C: “Mhm, ablndbl thblisbl iblsb jblustbl thblebl blegblinnblingbl! Thblinkbl abbloutbl Whblatbl ebllsebl wble’llbl fblindbl! Mblayble sblomebll rblealbll sbleaponiesbl, oblrbl dbleepbl sbleabl tblreasuresbl, oblrbl mblaybble evblenbl fblloodbledbl ablncblientbl rbluinsbl!”

L: "Yoblu knblow... Hblow ablout wble gblo oublt anbld exblploblre? Noblt mublch poblint ibln hblangbling arblounbld thble shblip whblen wble knblow whblat's ibln iblt, afblter albl."

C: “Sbloundsbl Gbloodbl! Ablndbl Ibl dblon’tbl thblinkbl wblebl nbleedbl tblobl Kbleepbl Oblurbl bblikblinisbl oblnbl eblitherbl~” She winked as she grabbed Rarity’s hand, leading her out the shipwreck and back into the open ocean. Her plump butt bounced in Rarity’s view as she did so.

L: Rarity smiles as she glances at Pinkie's butt, knowing her own is just as bare as hers. "Woblndeblr iblf thblerebl's anblythbling inblterblestbling neblarbly..." She looks around the aquatic environment.

C: Pinkie looked around as well, soon seeing an underwater cave deeper underwater. She smiled and turned towards Rarity, pointing at it. “Thblatbl Sblurebl lblooksbl iblnterblestblingbl! Lblet’sbl gblobl expblorebl ibltbl!” No guarantee there was an air pocket in there though, as some fish swam out of the cave.

L: "Alblrigblht, leblt's gblo!" Trusting Pinkie's lungs, as Rarity still hadn't noticed any strain on her, Rarity starts swimming into the cave to see what's inside.

C: Pinkie swam right by Rarity’s side, looking around the cave. The cave walls were easily adorned with beautifully shiny white crystals, which Pinkie enjoyed. Though given just how much of an enjoyer of gems Rarity was, she was certain that she was enjoying it even more.

L: "Oblh, mbly..." Rarity slows down to get a better look at the crystals, practically entranced by how beautiful they all are. "I'lbl deblfinblitebly nebled tblo coblme bablck hblere tblo geblt thblese..."

C: Pinkie could just imagine the pretty dresses that Rarity would be able to create with those gems. With how shiny they are, they’d definitely be able to make someone stand out in a crowd! “Thbley’dbl lblookbl ablmazblingbl oblnbl yblourbl dblressblesbl!”

L: "Thbley wibll! Anbld Ibl'd beblt thblerebl's evblen moblre deblepeblr ibln, coblme obln!" Rarity starts swimming deeper into the cave, entirely forgetting about her need to breathe for the moment.

C: Pinkie giggled bubbles from how excited Rarity seemed, following her inside. The entrance was getting further and further away from them, but Pinkie wasn’t too worried about that. As they swam deeper, the crystals seemed to get even more beautiful and rare looking, shining brightly and beautifully for Rarity to admire.

L: Rarity keeps looking around in wonder at all the crystals, already having thoughts about how she could use each one of them. "Thblerebl's sblo mablny, Ibl dobln't thblink I'lbl evbler rubln oublt!"

C: “Thblatbl iblsbl iblfbl Ybloubl cblanbl cblarrybl thblembl ablllbl bblackbl~” Knowing Rarity, she may just try exactly that the second she can. Pinkie didn’t doubt that, and she also didn’t doubt the fact that while Rarity wouldn’t run out of gems, she certainly would run out of breath sooner or later

L: "Oblh, ceblrtablinlbly noblt noblw, I'lbl nebled tblo acbltuablly prblepablre beblforble Ibl stblart geblttiblng thblese!" Rarity's chest is starting to heave again, but she doesn't mind yet.

C: “Mblaybblebl stblartbl bblybl trblainblingbl yblourbl lblungsbl mblorebl~” With Pinkie around, that was more or less a guarantee. She then picked up one of the crystals and began swaying it back and forth teasingly in Rarity’s view. “Pblerfblectbl bblaitbl fblorbl abl lblandbl cblreatblurebl~”

L: Rarity smiles as she watches the crystal. "Ibl reblallbly shbloulbld dblo soblme moblre prblactblice, yoblu're noblt alblwaybls gobling tblo ble arblounbld tblo hblelp mble gabltheblr thblese."

C: “Thblat’sbl tblruebl! Thbloughbl Ibl dblefblinitelblybl wblouldbln’tbl mblindbl hblelpblingbl Ybloubl whblenevblerbl Ibl cblanbl!” She smiled sweetly towards Rarity, floating towards her and giving her a kiss on her puffy cheeks.

L: Rarity giggles out bubbles at the kiss. "Leblt's keblep gobling, Ibl wablnt tblo seble thble deblepeblst poblint oblf thble cablve!"

C: “Ybloubl gblotbl ibltbl!” They both swam deeper into the cave, until they reached a point where they had to go down. Things were getting darker as the crystals were getting less and less frequent, a slight growling sound being heard

L: Hearing that makes Rarity pause for a moment. "...Dibld yoblu hblear thblat? Mablybe wble shbloulbld ble cablrefblul..."

C: Pinkie did hear that and then looked between her belly and Rarity’s belly. Neither of them seemed to be rumbling, so that ruled out that possibility. Nevertheless, Pinkie tried to be optimistic. “Mblaybble iblt’sbl abl nblicebl cblreaturebl thblatbl jblustbl sbloundsbl scblarybl!”

L: "Mablybe... Leblt's jublst stblay reblady tblo geblt oublt oblf hblere jublst ibln cablse... Abl-alblso, kiblnd oblf nebled aiblr noblw..."

C: Pinkie nodded and swam a bit more carefully. Even in the darkness, Rarity’s white coat allowed her to see her struggles. Especially with how big those cheeks were getting. “Ybloubl nbleedbl ablirbl?” She repeated as she placed a hand on Rarity’s chest, feeling it heave while those beautiful breasts pressed against her arm.

L: "Ibl hblave abl cobluplble miblnutbles, Ibl thblink..." Despite her strain, Rarity smiles as she feels her breasts pressing against Pinkie. Her cheeks are back at half the size of her head, and continuing to grow again.

C: Pinkie nodded and swam deeper down with Rarity, admiring the size of her cheeks again. Even though she did wanna play with them, she knew that they were in a potentially dangerous area. Especially one that was apparently inhabited by... something. The growls were getting slightly louder the deeper in they went.

L: Rarity keeps looking around as she and Pinkie go, hoping that she'll see whatever's making the noises before it sees them. She tries to keep quiet, but she keeps letting out grunts of strain from her need to breathe.

C: Pinkie could hear Rarity’s grunts, which were only getting louder and more frequent with each moment that passed by. As she looked around, she noticed what looked like tentacles around. One of them sneaked up behind Rarity and gave her butt a squeeze.

L: "Mm! Noblt noblw, Piblnkible, wble nebled tblo..." Rarity then notices what's actually touched her. "ABLH! Sbl-soblmetblhinblg's hblere!"

C: “Hblmb? Hblowbl cblanbl ybloubl-“ Pinkie was then cut off by another tentacle squeezing her breast. She realized what Rarity had meant and looked down, seeing the tentacles. Presumably from some kind of octopus, which explained the growling. “Ohbl...

L: Rarity looks around, trying to figure out where the tentacles are coming from as she gives a shot at talking to their owner. "Ublm... Hbli. Thblis ibls abl reblallbly niblce cablve yoblu hblave!" She hopes that'll keep them from attacking.

C: There was a bit of silence before the creature started making themselves known, revealing a large looking octopus. They stared at the two of them before slowly responding. “Who are you two? What are you doing here?” They asked while still giving both Pinkie’s and Rarity’s bodies some gropes.

“Ibl’mbl Pblinkiebl Pbliebl! Ablndbl Thblat’sbl Rblarblitybl! Wblebl’rebl jblustbl hblerebl expbloringbl thblisbl cblavebl!” Pinkie responded with a happy smile.

L: "Abl-anbld wble reblallbly liblke thble crblystblals arblounbld hblere!" Rarity's struggles are getting more obvious now, and she keeps a hand over her mouth whenever she's not talking, getting lower and lower on breath.

C: “I see... well I guess I can’t blame you for being explorative, and you certainly don’t seem like threats.” The octopus mentions as they stare at Rarity’s clear struggles for air. “And even if you were, one of you doesn’t seem to have the lung capacity to really do much harm.”

“Hmmblrbl? Whblybl ablrebl ybloubl cbloncblernbledbl iblfbl wble’rebl thblreats oblrbl nblotbl?” Pinkie asked, completely forgetting about how low on air Rarity was. There did seem to be a little pocket on the ceiling that could be used as an air pocket, should Pinkie notice it.

“Because I’m a guardian of sorts. One that’s been tasked with the protection of Seaquestria, home of the seaponies. Anyone who wants to get there must pass through me first, if they can find their way here in the first place that is.”

L: "Oblh, webll, Ibl'm moblre inblterblestbled ibln thble crblystblals..." Rarity sees the air pocket above. "Cbl-cobluld yoblu leblt gblo sblo Ibl cabln gblo brbleatblhe?"

C: “Alright. But if you two have no business here, then I’m gonna have to ask you to leave.” The octopus lets go of both Pinkie and Rarity, slinking back into the shadows and leaving them both floating there.

“Wblellbl thblabltbl sblurebl wblasbl iblnterblestblingbl!” Pinkie said, smiling as she turned her head towards Rarity.

L: Rarity quickly swims up for the air pocket, just in time as she's starting to get a purple blush. After she's caught her breath, she returns back down to Pinkie. "Ibl ceblrtablinlbly dibldn't exblpecblt thblat, foblr sublre... Doblesnbl't seblem liblke thbley'd ble okblay wiblth mble tablkinblg thblose crblystblals, thblougblh..."

C: “Dbloesn’tbl sbleembl lblikebl ibltbl. Ibl gbluessbl thbleblsebl cblrystalsbl ablrebl gblonnabl hblavebl tblobl stblaybl hblerebl. Pblrobablybl nblotbl thblebl gblreatblestbl ibldeabl tblo ablngblerbl abl gbliantbl oblctopblusbl.”

L: Rarity sighs out bubbles. "Gubless wble hblave tblo leblave, thblen..." She looks over at Pinkie, still unsure if they're under any strain. "Ibl hblad nblo idblea yoblu cobluld hblold yoblur brbleatblh sblo loblng..."

C: “Yblearbls ablndbl yblearblsbl oblf pblractice!” She simply explained, even though the best breathholding ponies would probably still be struggling by now with how much talking she was doing. It was like she was a living oxygen tank for Rarity, at this point.

L: "Webll, leblt's geblt oublt oblf hblere beblforble thblat ocbltopblus geblts mabld... Anbld mablybe wble cabln fiblnd soblme wably tblo publsh evblen yoblu tblo yoblur liblmit~"

C: Pinkie let out a gurgly giggle and nodded, holding Rarity’s hand and quickly swimming out of the cave with her. Before either lady knew it, they were back outside in the open ocean. And Pinkie’s chest was finally starting to lightly heave.

L: Rarity doesn't quite notice that yet as she looks around. "Noblw, whblere tblo neblxt..." She stands on the bottom for the moment.

C: Pinkie’s cheeks puffed bigger and a light shade of red, looking around with Rarity. She then saw a kelp forest nearby and got a fun idea, and one that would give Rarity the opportunity to do some teasing of her own. She swam towards that kelp and willingly wrapped herself in it, trusting that Rarity would be able to free her in the end. “Blrgbrlbl~ Oblhbl nblobl Ibl’mbl tblrappedbl~” She said as her chest continued to lightly heave.

L: Rarity briefly gets worried for Pinkie as she quickly swims over. "Itbl's okblay, I'vble goblt..." Then, she finally notices Pinkie's chest heaving... And smirks at them. "Acbltuablly... Ibl thblink yoblu cabln dblo thblis fiblne obln yoblur owbln~" She doesn't help, just watching Pinkie instead.

C: Pinkie squirmed a little in the seaweed, making her plump breasts and butt wiggle around for Rarity’s enjoyment. She didn’t get any further to freedom though. “Cblan’tbl gbletbl oblutbl~” She purposefully lets out more air, causing her cheeks to get even bigger and her chest to heave more.

L: "Keblep fiblghtbling, mablybe yoblu'll weblar iblt doblwn evblentblualbly... Ibln thble meblantblime...~" Rarity fondles Pinkie's breasts, watching them jiggle around with their struggles.

C: Pinkie released a long moan as her boobs got fondled. They felt perfectly soft and squishy against Rarity’s hands, jiggling against them. She keeps squirming like Rarity wanted, her heaving chest perfectly visible as the need to breathe rose further within Pinkie.

L: "Yoblu knblow, Ibl wabls thblinkbling ablout fiblngeblrinblg yoblu soblme, bublt... Ibl wablnt tblo seble iblf yoblu cabln cublm hblandbls-frblee liblke Ibl dibld." Rarity gives Pinkie's belly a playful, gentle smack, watching it jiggle.

C: “Blrblbl!” Pinkie lets out bubbles in surprise as her belly got gently smacked, jiggling as her chest heaves harder. Her cheeks were getting even bigger and redder, bouncing with every single heave. Pinkie’s arms were also wrapped in seaweed, so she couldn’t even cover her mouth like Rarity did earlier

L: "Mmm... Yoblu're loblokiblng prblettbly clblose tblo yoblur liblmit... Shbloulbld wble seble iblf hblow loblng yoblu cabln hblold yoblur brbleatblh alblso meblans yoblu cabln drblown foblr abl loblng tiblme?~"

C: That was a valid thing to ask. Pinkie had to have had some big lungs if she could hold her breath for this long, so it made sense that she’d be able to drown for a long time too. She shakily nodded her head, making her cheeks bounce as she instinctively tried to rebreathe her stale air, only succeeding in growing her cheeks even further as they turned a deep shade of purple.

L: Rarity does her best to ignore her slowly returning need for air, wanting to watch for as long as possible, and cups a hand to one of Pinkie's cheeks. "Lobloks liblke yoblu wobln't ble hbloldbling foblr mublch loblngeblr... Woblndeblr hblow webll yoblu're gobling tblo tablke thble wablter."

C: Pinkie could tell that Rarity was running low on air again, puckering her lips at Rarity and putting on a desperate look. “Mmmmph! Blrbl! Blurgbl!” Her cheeks jiggled against Rarity’s hand. If Rarity wanted to, she could take air from Pinkie to fully enjoy watching her drown.

L: "Yoblu knblow... Thblink I'lbl hblelp myblselblf, inblsteblad oblf leblttiblng yoblu bublble albl thblat awblay~" Rarity puts her lips to Pinkie's and forcefully sucks in, stealing the trapped pony's air!

C: Pinkie’s eyes widened as she felt the air get sucked away from her lungs. She did blow air into Rarity earlier, but getting the air quite literally sucked out of her lungs was quite a different feeling. She instinctively squirmed in the kiss, but she was clearly enjoying it based on how wet her pussy was.

L: Rarity leaves Pinkie with just a little bit of air as she ends the kiss, smiling at Pinkie. "Thblere, noblw yoblu've goblt roblom foblr albl thble wablter yoblu're ablout tblo inblhblale~" She starts fingering herself as she watches Pinkie.

C: Pinkie kept holding for as long as she could, her cheeks easily double the size of her head. Her heaves were getting really intense as her boobs bounce, eyes really wide as her face turned a very deep shade of blue. She was desperately holding onto that last bit of air like it was her most prized possession, body spasming as it begged her to take a breath of anything, even the water around the two mares.

L: "Anbly seblconbld noblw...~" Rarity gets close and blows a few bubbles near Pinkie to tease her. They're so close, it looks like she might just barely be able to breathe them in if she stretches enough... But if she were to try, it wouldn't quite be enough.

C: Pinkie definitely did try to inhale those bubbles, but she couldn’t quite reach them. They were JUST out of reach for her even if she did stretch. Her puckered lips opened and closed like a fish as bubbles leaked out from her, until her body couldn’t take much more. “BLURGBRLBL!!!” She suddenly released a massive stale air bubble that floated towards the surface, cheeks deflating as she began to breathe the water in. She started to orgasm at the exact same time, body jolting from the pleasure.

L: Watching Pinkie breathe in was just enough to push Rarity over the edge, and she climaxes as well, moaning out bubbles of her own without caring about losing them. She manages to keep looking at Pinkie during that, watching their repeated attempts to breathe water.

C: Pinkie was breathing the water deeply, looking up towards the surface. She then looked towards Rarity and smiled at her even as she drowned. She seemed to be doing alright for the moment, yet even Pinkie couldn’t breathe water forever. She attempted to speak, but couldn’t do it since she no longer had air in her lungs.

L: "Ibl thblink yoblu've eablrnebld frbleedblom bly noblw. Bublt, whblat yoblu dblo wiblth iblt ibls ublp tblo yoblu~" Rarity starts working at untangling Pinkie from the seaweed.

C: Pinkie watched as Rarity managed to free her, immediately swimming towards Rarity and locking her in a hug. She then began to grind her pussy against Rarity’s to try and push them towards a second orgasm, breathing water the whole time. She made sure that Rarity had the perfect view of her gulping down the water.

L: "Mm!" Rarity is surprised by the sudden hug, and even more so by the grinding, but she doesn't try to get away. Smiling and blushing at the great angle to watch - and now listen to - Pinkie drown, Rarity joins in on the grinding, wanting to cum at least one more time before surfacing.

C: Pinkie let out waterlogged moans as they grind against each other, her boobs pressing against Rarity’s as she pinned her down on the ground. She gasped and gulped the water, her tongue hanging out a bit as her smile got wider. Given how they both just orgasmed, it probably wouldn’t take long before another one would come.

L: "Thbl-thblat's iblt, dablrliblng, jublst keblep brbleatblhinblg...~" Rarity's starting to get low on breath again, but she's far past caring, puffing her cheeks bigger and enjoying the strain in her chest.

C: She takes even deeper breaths at Rarity’s words, her face full of pleasure. She could see that Rarity was getting low on breath again, but she ignored it. It’s not like she had any air to give anyway, caressing those puffing cheeks with a hand and moving a bit faster

L: With how incredibly hot she's finding it to watch Pinkie drown and hear their watery gurgles, Rarity is already getting fairly close to another orgasm, humping against Pinkie some from the intense arousal she's feeling.

C: Pinkie was getting close to her own orgasm, starting to grind as fast as she could even with her waterlogged body. She even leaned forward and gave her lips a passionate kissing, being careful not to accidentally blow any water into her. She was still breathing water through her nose, closing her eyes.

L: Rarity closes her eyes as well, fantasizing a little on what it'd be like to be breathing water with Pinkie... Not sure she'd want to do that, she keeps her breath in, her chest heaving as she now borders on her third orgasm.

C: Pinkie kept grinding before her body started shuddering, her next orgasm happening as she cums hard against Rarity’s vagina. Her body became more limp as she came, legs kicking a little bit and fidgeting from the feeling. The surface did seem pretty far, so it would be quite a swim before they reach it. Possibly longer than Rarity could hold for right now.

L: "Possibly" becomes "definitely" as Rarity climaxes at the same time as Pinkie. She once again moans out a cloud of bubbles, the air loss putting a blue blush on her face before she covers her mouth. "Mmgh, MMBLRBL!" Her cheeks are already back at the size of her head and quickly expanding.

C: Pinkie wraps her arms tightly around Rarity and started to swim up, cum leaking from between their legs as Pinkie swam as fast as her waterlogged body was allowed. She was definitely going slower than she was before, showing that the water was beginning to take its toll on her body strength. But she wasn’t deterred and continued swimming.

L: Rarity tries her best, but a third of the way up, she just can't hold her breath any more. "MMBLURBRLUBL-HUU!" Just like with Pinkie, a huge bubble of stale air erupts from Rarity's mouth before she finally gasps water, grabbing her neck and gurgling as she repeatedly coughs and gasps.

C: Pinkie could see that huge stale air bubble go upwards towards the surface, holding onto Rarity tighter as she began to swim faster. Even though Rarity was drowning, she did look extremely sexy gasping down the water like that.

L: After about 10 seconds, Rarity sucks in a deep breath of water and holds it, puffing her cheeks with water! Her face is entirely blue now, and holding in water certainly isn't keeping her from drowning, but her panicked mind doesn't know what else to do.

C: Pinkie watched with surprise as Rarity began to hold her breath of water. But maybe she has the right idea. After all, if no more water goes in, then they might have more time to make it to the surface. Pinkie does the same thing and puffs her cheeks even bigger with the water she inhaled so far, swimming more as she tried to keep herself from breathing in.

L: Holding breaths of water does feel like it's helping, but not exhaling certainly isn't. The water sitting inside each of the ponies is weighing them down, slowing their ascent, though Rarity is too panicked to think of that and Pinkie is likely too drowned to think of that. Rarity's cheeks gradually get bigger as she tries to hold it all in regardless.

C: Pinkie didn’t notice that their ascent was slowing, just doing her best to hold in all of that water inside of her as they were now about two thirds to the surface. But that last third was feeling like an eternity with how slow they were moving by this point. Pinkie’s own cheeks were getting bigger as well, all the water that was in her lungs going towards her cheeks as they wobbled with every stroke.

L: Over time, it becomes clear that Rarity is much less capable of enduring drowning than Pinkie is. She exhales her held breath, now slowly breathing the water as she begins to look sleepy, gradually losing her energy with each time she cycles water through her lungs.

C: Pinkie kept holding her own breath of water, despite her body’s attempts to try and get her to exhale it. They were getting so close to the surface by now. All they had to do was last a little bit longer and they’d get to the air. Pinkie held Rarity tightly and musters up all the strength she had left to try and push them both towards the surface.

L: Rarity is in no state to help, starting to go limp in Pinkie's hold as she blearily looks up at the surface. She occasionally shudders a bit as if hiccupping, her body getting close to giving up on trying to breathe.

C: Pinkie was starting to slow down as well. It looked like they weren’t gonna make it… until Pinkie breached through the surface. She placed Rarity onto the lifeboat as she began to cough out all of the water she had inhaled, gripping the edge of the boat.

L: It takes a moment, but Rarity weakly gasps before she too starts to force the water out of her lungs. There's practically a small waterfall coming from her mouth for a few seconds, interspersed with desperate gasps that progress the colors of her face back toward normal.

C: Pinkie took very deep gasps of air. Considering how long Pinkie spent waterlogged, it made sense that she would be trying to get as much air into her lungs as possible, all while letting a small waterfall flow out from her mouth. Soon, she had enough strength to pull herself back up onto the lifeboat. “That was.. amazing~”

L: Rarity takes a bit more time to clear the water out of her lungs, but she gives Pinkie a smile and nod. "A-absolutely... I-incredible...~" She coughs a few more times after that.

C: “Mhm...~ Sure is exhausting though...” Pinkie stretched her body a little. Even without the drowning, they did swim around a lot today. And even a pony as hyperactive as Pinkie Pie was couldn’t swim around forever without getting tired.

L: "Yeah, I definitely need some time to rest after that... And if you'd be up for it, maybe someday you could train me to last as long underwater as you can? We could have a lot more fun that way~"

C: “Oh of course! I don’t see why not! It would be super duper fun to see you lasting as long as I can!” Pinkie giggled and simply laid down on top of Rarity as the sun started to set. She hugged her tightly, being a source of warmth for the white unicorn.

L: Rarity hugs her back, watching the sunset. "...I suppose we do still have to find our way back to land... Well, working on that can wait until tomorrow, I'm sure."

C: “True enough! For now, let’s just get some well deserved rest!” She yawned and laid her head atop of Rarity’s boobs, closing her eyes and falling asleep on top of her.

L: Rarity smiles and gently pets Pinkie's head a bit, before she soon falls asleep herself.