> Further Tales of Big Boobs (And Other Bimbos)
>  by Citrus Recluse
> --------------------------------------------------------------------------

> The Madness Begins...
> --------------------------------------------------------------------------

Sunset Shimmer crawled into bed. Once snugly inside her covers, she rested peacefully. Today, she had given Fluttershy a firsthand look into a new kind of magic Sunset had discovered – the magic of bimbofication. With Fluttershy now having a bimbo alter ego which could be activated on command, Twilight's friends would be too busy trying to fix her to compete with Sunset for the Princess of the Fall Formal, leaving Sunset free to claim the crown for the fourth year in a row.

Sunset Shimmer could imagine it now. Twilight's friends, overwhelmed by sight of Big Boobs' jiggly breasts. Either giving in to temptation to squeeze their friend's breasts, or trying to cure Fluttershy and being frustrated with their inability to figure out a cure.

Sunset smiled in her sleep. Watching sweet, timid Fluttershy turn into an attractive, busty, and eager-to-please bimbo had a deep sort of satisfaction to it. Maybe she would do it to the rest of Twilight's friends. Maybe she would do it to Twilight. The thought of the five them being subjected to physical 'improvements' ... giving into their bodies. Giving into their new found lust ...

"Heh heh," the thought made her giggle. Sunset rolled over onto her side to sleep.

Then her eyes shot wide open as she realized something. 

She had given Fluttershy an enchanted brassiere which suppressed her breasts - and her bimbo alter ego.

And she had only given Fluttershy one.

One brassiere. One set of undergarments Fluttershy was relegated to wearing all the time, unless she decided she wanted to be a bimbo 24/7.

Sunset Shimmer dreaded to contemplate how much dirt and filth would eventually accumulate over that perpetually-worn undergarment, covered in dirt and crusting over with mold, becoming stiff ... the thought made her skin crawl.

Sunset Shimmer pushed out her covers and got up from her bed. She went to her dresser and looked through it, hoping to find more brassieres with a color that complimented Fluttershy's skin tone which Sunset could enchant before giving them to Fluttershy. This way, Fluttershy would at least the ability to change undergarments and do laundry.

Sunset Shimmer liked to think of herself as many things, and others liked to think the same way. A liar? Eh, she preferred "deceiver." Sounds more fancy that way.

Cheater? Perhaps, but she preferred "pragmatist."

And with the sexual nature of what she did to Fluttershy, one could argue she was also a pervert as well.

But she did not like to think of herself as a monster! Only one bra for poor Fluttershy! What was she thinking?

Tomorrow, Sunset Shimmer would go over and present Fluttershy with some extra brassieres.

Resolved to amending her tiny slip-up, Sunset returned to her covers. As she drifted to sleep, she continued to toy with the idea of bimbofying Twilight's friends.

Tomorrow ... was not going to turn out like she expected it to. Sunset slept, unaware of the true scale of what the events of tomorrow would set into motion.



The next morning, Fluttershy got up and reasoned today was a good day to take a shower. She didn't want to smell awful to her classmates, especially when she was trying to hand out fliers to a crowd for her animal shelter.

Fluttershy went into the bathroom and locked the door so no one could accidentally walk in on her and see her changing for the shower.

Fluttershy pulled up the curtain before resting her leg on the edge of the tub so she could pull the socks off. She pulled the shirt of her pajamas over her head, folded it up neatly, and placed on the floor for later. 

Then, she reached over her shoulders at the back of her brassiere and undid the latch. It came apart with a loud “click.”

Fluttershy began to feel light-headed. She placed a hand to the side of her head.

“Oh… what's… going on?” Fluttershy mumbled, before watching as the brassiere grew in size – and her breasts grew with it.

“Oh… oooh,” Fluttershy moaned, feeling so good as her chest increased in size. She lifted one hand up her breast and gave it a slight bounce. 

“Oooh… oooh,” Fluttershy sank to the floor as Big Boobs, the alter ego Sunset implanted in her earlier, became dominant.

“Oooh… hahaha!” Big Boobs giggled, watching the assets she was named after grow and unfold before her. She ran her hands over her breasts, giggling the whole time.

“Haha… oh, it's too bad I don't have anyone here to squeeze them with me.” Big Boobs lamented, continuing to play with her breasts.



Elsewhere in town, Twilight Sparkle was meeting up with her friends before they went to class.

“Hey girls!” Twilight greeted them as warmly as she would her friends in her home dimension. “Ready to for another big day? We've got a lot work to do if we want to beat Sunset Shimmer.”

“You know it!” Rainbow Dash pounded her fists together. “I can't wait to see the look on Sunset's face when she loses that crown for the first time.”

“Yes,” Rarity looked to the side, trying not to show resentment. “Hmm. I wonder where Fluttershy is. She should be here by now.”

“Ah, probably saw someone crossing the street and decided to hide in a bush rather than risk social contact,” Rainbow Dash joked.

“Rainbow!” Rarity exclaimed.

“Sorry,” Dash said. “But you got to admit, she is really shy.”

“That's Fluttershy for you,” Twilight said, earning odd looks. She had to remind herself these weren't the same ponies she was friends with for years now.

When Rarity's phone begin to ring, she answered. “Hello?” Rarity handed the phone to Twilight. “It's Fluttershy. She says she wants to talk to you.”

“Okay.” Twilight pressed the phone to her ear. “Hello?”

“Twilight?” Fluttershy's quiet voice peeped through. “Are you there?”

“Yes, I'm here.”

“I could really use your help with something.” Fluttershy said. “I'm … having trouble with the shower. Oh, wait, you do have showers in Equestria, don't you?”

“Of course,” Twilight said. “I mean, we're not animals.” Twilight rubbed her chin. “Well, I suppose we might be to you … anyways.” 

“Do you think you could come over and help? I just can't figure it out myself,” Fluttershy said.

“The girls and I will be right there.” Twilight said with a smile.

“Oh, um, actually… I think it would be better if you came alone. I'll explain when you get there. Bye.” Fluttershy closed the call.

“Bye.” Twilight handed Rarity back her phone. “She wants me to come over … alone, for some reason.”

“That's odd.” Rarity said. “I don't know about you, but I thought we were making pretty good progress on friends. I hope Sunset Shimmer hasn't coerced her into being compliant with some scheme ...”

“I'll find out when I get there,” Twilight said. “I'll let you know what's going as soon as I'm done helping Fluttershy.”

“Good luck!” Rarity waved her off.

Twilight ran down the sidewalk to Fluttershy's house.

Meanwhile, Sunset Shimmer was walking up to Fluttershy's house with a bunch of dark-green brassieres hanging off her arms.

“Fluttershy!” Sunset Shimmer knocked on the door. “Are you home? I've come to fix a, heh, little mistake I made ...”

Sunset Shimmer whipped her neck around when she saw Twilight Sparkle walking up the sidewalk. Deciding it would be best not to risk a confrontation, Sunset fled. 

Twilight arrived at Fluttershy's door, displaying confusion on her face when she saw only a brief silhouette of a fleeing figure. She was about to knock on the door when the door opened for her.

“Twilight!” Fluttershy exclaimed with your relief. “I heard you calling my name. I'm so glad you're here.”

“I didn't … call your name,” Twilight said.

“Huh. Then who did?” Fluttershy and Twilight decided not to ponder that now. “Won't you please come in?”

“So, what made you decide you only wanted my help?” Twilight asked as Fluttershy led Twilight to the bathroom.

“Oh, uh...” Fluttershy pushed open the door. “This is going to involve something which would make most humans a little uncomfortable, and I figured...”

“Since I'm not human, it won't bother me as much,” Twilight said. “I understand. So, what seems to be the problem?”

“That's just it,” Fluttershy said. “I'm not sure. I try to get in, but every time I do, I wind up on the floor for some reason.”

“Huh. That's strange,” Twilight said. “Show me.”

Fluttershy walked up to the edge of the tub. As with this morning, she pulled her socks before pulling up her shirt. Twilight looked aside and bit her lip; even though she wasn't human (most of the time) she could tell this wasn't something most humans shared with other humans. 

Fluttershy proceeded to undo the clasp of her brassiere.

Twilight's eyes widened, as this was when things began to get interesting.

Fluttershy lost her balance and stumbled, her body swaying back and forth as her normally unremarkable breasts begin to swell like inflating beach balls. Her eyes seemed to lose focus as she was overcome with pleasure, and she began giggling. 

Fluttershy noticed Twilight.

“Hi!” She said as if this was the first they'd met.

“Uh … hi?” Twilight awkwardly answered her, waving her fingers.

“My, you're cute.” Fluttershy(?) said, striding towards Twilight. “I'm Big Boobs.” She extended a hand towards Twilight.

“Big… Boobs? Uh… I'm Twilight Sparkle.” Twilight question, taking the hand. This proved to be a mistake, as Big Boobs grabbed Twilight and pulled her close. Big Boobs pressed down on Twilight's shoulders and pushed her to the floor, where her hanging breasts were inches above Twilight's face.

“Now, Twilight...” Big Boobs flicked a hand through her hair before pressing her chest down onto Twilight's chest, pinning Twilight to the floor. “How can me and my big boobs please you today?”

“Uuuuuh...” Twilight stared open-mouthed. She wasn't familiar with several human behaviors yet, but she was quite certain this was not normal. Twilight squinted as she noticed the clasp of Fluttershy's brassiere hanging off her back. It wouldn't take more than an inch for it to fall over completely.

“It's okay.” Big Boobs said. “I'll do… anything… you… want.” She purred in a sultry voice, brushing a finger along Twilight's shoulder.

“Uh, that's very generous of you, Fluttershy...” Twilight said.

“Why does everyone make that mistake?” Big Boobs questioned. “My name is Big Boobs.”

“O… kay.” Twilight said. “Very generous of you to, Big Boobs, but I think I'll pass.”

“Oh, please, won't you?” Big Boobs begged. “I've been waiting all morning for someone to play with my breasts.”

“Uh, all right.” Twilight made an observation. This, er, “Big Boobs” character hadn't appeared until after Fluttershy undid her brassiere, so maybe if Twilight redid… but would Flutter-er, Big Boobs notice, and would she object?

Not if I distract her. Twilight realized, looking at Big Boobs' big boobs. Twilight began wanting to play with them. To touch them, grab them, hug them …

They must be hypnotic, surely, Twilight thought. That's the logical only explanation I can think of. Or maybe my body is just more attracted to them I realize?

“Would it be all right if I… touched them?” Twilight asked nervously.

“Oh, yes!” Big Boobs said, leaning into her. “Please do!”

Twilight reached one hand to grab and squeeze Big Boobs' breast. While Big Boobs moaned, Twilight reached her other hand up to the clasp sliding around on Big Boobs' back.

“Yes, that's it,” Big Boobs moaned, eyes shut. “Squeeze them ...”

Yes. I… I WANT to squeeze them. Twilight thought. No. What am I thinking? I have to stay focused.

Trying to keep Big Boobs distracted by massaging her breast, Twilight reached and fiddled with the clasp, trying to snap back together. Which was a little difficult with only one hand.

Distracting Big Boobs' was more challenging than she realized. Every so often, Big Boobs would twitch slightly, noticing something on her back, but Twilight would recapture her attention by giving her an extra-firm squeeze.

Twilight managed to complete her task, eventually getting all the pieces lined up and clicked together. She watched as Big Boobs closed her eyes and her big boobs began to shrink down. 

“Oh… uh.” Fluttershy put a hand on her forehead before opening her eyes to see Twilight. “Oh! Twilight! Were you able to figure what was going on?” 

Fluttershy noticed she was lying on top of Twilight while topless. She blushed and speedily removed herself.

“Yes.” Twilight pushed herself up. “Yes, I think I have.”



The girls gathered around the statue outside the school. Students were moving into the school, and classes would be starting soon, but they needed to sort out this mess first.

Sunset Shimmer was one of the students attending. She was half-way up the stairs when she noticed Twilight's friends meeting around the statue.

“Hmm.” Sunset rested her arms on the guardrail, listening in on their conversation.

“Okay, so, let me get this straight.” Rainbow Dash said. “Fluttershy took off her… you know, and the next you know, she's trying to smother you with her breasts?”

“I know it sounds crazy, but that's exactly what happened,” Twilight said. “She was really… insistent that I 'play' with them.”

“I never thought Fluttershy would have such a wild side to her.” Rainbow Dash joked, much to Fluttershy's discomfort.

“I don't! Really! I don't even remember what happened!”

“You know what?” Rarity said. “I'll bet Sunset Shimmer is behind this. We should take Fluttershy to Principal Celestia as proof of Sunset's crimes. Maybe we'll get her expelled.” Rarity had an oddly vicious grin on her face.

“Yeah, sure.” Rainbow Dash paused as a student walked by them. So far, they were lucky enough to avoid anyone overhearing anything, and they wanted to keep it that way. “Let's shove Fluttershy's cleavage in Celestia's face and tell her Sunset Shimmer gave her non-consensual implants. I'd believe it if someone was telling me something like that!” 

“Fair point,” Rarity said. “Still,we must do something ...”

“Hmm…” Twilight rubbed her chin.  “Spike, do you think Princess Celestia would mind if I had you deliver a letter through the portal and then come right back? Hopefully she'll know what to do.”

“I think she'll understand,” Spike said. “As long as it's quick.”

“Got it. Does anypony – sorry, anyone have a pen and paper I could borrow?” Twilight found herself being presented with a pen from Rarity and paper from Rainbow Dash. “Excellent.” Twilight took the instruments, wrote out what happened to Fluttershy (though she crossed out Fluttershy and replaced it with just “friend”) and furled it up before handing it to Spike. Spike took it into his mouth and jumped through the portal.

It didn't take long for him to hop back out, dropping a letter, a piece of metal on a chain, and a bag of tea leaves with him. Obviously, when returning from the other side, he forgot account for his dragon claws disappearing when he went back through.

“Thanks, Spike.” Twilight picked up the letter up and read it out. “Dear Twilight Sparkle, it sounds as though your friend has been the victim of a rare type of magic I thought extinct: it's called “bimbofication” and focuses on physically and mentally altering the victim, usually with an emphasis on… sexual components. With Spike, I've sent something that should cure her. The leaves, when boiled, will make a special tea that should fix – or at least reduce – her physical changes, while the amulet is made of an enchanted silver. Set her down somewhere quiet and use it to hypnotize her, and you should be able to purge her mind of inappropriate thoughts.”

“WHAT?” Sunset Shimmer, overhearing all of this even with the chattering students around her, put her hands on her head in shock. She slammed her fists on the guardrail. “It can't be that easy!” 

Two female students walked up the stairs, passing Sunset. They noticed her. They exchanged glances, wanting to be nice to their fellow students, but also knowing of Sunset's easily-provoked wrath.

“Uh, Sunset?” One of them asked. “Are you coming inside?”

“Yes.” Sunset waved them off, fuming as she watched Twilight's friends exchange handshakes. They picked up the supplies Celestia gave them and walked away from the statue. “I'll be there in a minute. I have some business to take care of first ...”



Twilight's friends sealed themselves up in a locker room. Reasoning the mental changes were more of a  problem than the physical ones, Twilight had Fluttershy sit down on a bench while she got the amulet ready so they could work on curing her. It was one thing for Fluttershy's body to change into a well-endowed curvy vixen: it was another thing for her to go around shoving her flesh into peoples' faces.

“Okay, Fluttershy,” Twilight strung up the chain of the amulet in her fingers. “I want you to take a deep breath and clear your mind.”

Fluttershy inhaled and exhaled. “Clear my mind...”

Twilight dropped the amulet down, swinging it back and forth. “Focus on the amulet… follow its movements with your eyes… good… good… doing great so far. Now, I want to think about what happened earlier… I want you to think about this 'other you' that we saw.”

“The… other me that we saw,” Fluttershy repeated, her eyelids lowering as she relaxed.

“She doesn't exist,” Twilight said.

“She doesn't exist.”

“You are not her. You are not ...” Twilight made a sour face at having to say this name. “Big Boobs.”

Fluttershy's eye twitched, and she reached one hand to her breast as she felt the other personality try to force its way through. “I… am not… Big Boobs.” Fluttershy closed her eyes and squeezed her breast. “Oh, but I am! I am Big Boobs!”

“No, you're not.” Twilight insisted firmly. “Big Boobs is not a person. Big Boobs isn't even a name, it's a descriptor, and a descriptor that doesn't match you at that. Fluttershy, I want you to focus and -”

Whatever Twilight was going to tell Fluttershy to do, it was interrupted by Sunset Shimmer barging in on the room.

“Sunset Shimmer,” Twilight said as everyone but Fluttershy gave her an angry glare.

“This wasn't supposed to happen,” Sunset Shimmer said. “This wasn't the way it was supposed to go! You were SUPPOSED to be distracted while trying to cure her so you would be out of my way for the Fall Formal!”

“Ha!” Rainbow Dash pointed. “So you admit it!”

“I, uh, I don't suppose we could get you to say that on tape?” Applejack asked nervously, knowing Sunset was going to say no, if she even bothered to answer.

“Well, I'm not going to let you cure her.” Sunset Shimmer menacingly raised up a pink make-up mirror. “I'm going to see to it she stays a bimbo, and then I'm going to make the rest of you bimbos as well!”

“That's not going to happen.” Twilight said.

Sunset Shimmer marched up to Twilight Sparkle, getting into Twilight's face to the point their noses touched. “I'd like to see you try and stop me.”

“Big Boobs… I'm not… I am… I'm not… Big Boobs.” Fluttershyy repeated to herself, dazed and left in Twilight's half-finished trance.

A humming noise spread through the room.

“Do you hear that?” Sunset asked, looking around.

“I do.” Twilight answered, getting worried. "Where is it coming from?"

“Uh, girls?” Applejack said with worry. “Y'all might want to take a look at yer trinkets there!” 

Sunset and Twilight raised their items to see the mirror and the amulet had crossed when Sunset marched up to Twilight and lowered her arms. Both items were emitting hums and glowing, pulsing with magic.

Sunset and Twilight exchanged looks. Recognizing their enchanted items could have unpredictable effects, they both hit the floor for cover, dropping the items to the ground where they remained cross.

“Big Boobs… I'm not… I'm not...” Fluttershy repeated, oblivious to the white light forming at her feet.

The rest of the girls followed Twilight's example and ducked for cover, moments before a white flash spread through the room, temporary making it difficult to see.

When the flash passed, Sunset Shimmer saw her chance to bail. Grabbing the mirror, which had stopped reacting, Sunset ran out of there.

“Is everyone okay?” Twilight asked.

“Yeah.”

“Think so.”

“Fine.”

“What about you, Fluttershy?” Twilight turned her head, followed by widening her eyes.

Fluttershy was lying down with her back to the floor.

On top of Fluttershy was a woman who looked just like Fluttershy, down to the tiniest details, except for her massive cleavage which threatened to burst through her shirt, which was clearly struggling.

“Oh, um… hello.” Fluttershy nervously greeted her.

“Hey there, you pretty little thing.” Big Boobs flicked her hand through her hair before leaning in on Fluttershy. “ “Come here often?”

Fluttershy shivered and blushed. "Oh, my ..."

"What ... is that?" Rainbow Dask asked, pointing at the two Fluttershies.

"If I had to guess ..." Twilight grimaced. "I'd say a whole of trouble."
> Boobsucker
> --------------------------------------------------------------------------

Taking a moment to take in everything that happened, the girls lifted the lamentably named "Big Boobs" off Fluttershy and set her down on a bench.

"So... what is she?" Rainbow Dash asked.

"I think she's Fluttershy's, um, bimbo form," Twilight said. "Then when Sunset interrupted while we were trying to cure her, our magics collided and unable to figure out what to do by pulling Fluttershy in two directions, the magic just ... split them into people."

"That's one way to do it, I guess," Applejack said, rubbing her head. "So... what do we... do with her?"

"I say we take her to the Principals! This will prove to them that Sunset is a bad egg!" Dash said. 

"I don't think it'll be that easy, Rainbow Dash," Twilight said. "There's no way to prove Sunset's responsible, and I don't think... um..."

"We are not calling her 'Big Boobs,'" Dash growled.

Twilight bit her lip.

"B.B will be willing to testify against Sunset, or even much help if she does. She's a bit ... questionable." Twilight glanced at B.B.

"Actually..." B.B said dreamily, looking up at the ceiling. "I've been thinking, and I think 'Buxom Beauty' would be a much nicer, more fitting name for me..." 

"Eh, better," Applejack said. "Still not very nice. 'Buxom Beauty'? You're more than just your body, girl."

"Well, obviously, we just need to clean her up a little - a nice dress, a change of clothes, and... and..." Rarity said, trailing off.

"Would you stop that?" Rainbow Dash snapped, all of them distracting by the sight of B.B. taking off her sports bra and sucking on her own boob.

"Sorry." Beauty said, popping her mouth off. "It's just so tasty... do you want to try?"

"I... think I'll pass." Rainbow Dash said, turning away. 

"Well, we still can't just let her roam freely," Rarity said. "Who knows what kind of trouble she could get herself into?" 

"Agreed. And we still can't let the other students know Equestrian magic has been making its way over to here ..." Twilight rubbed her chin. "What to do ..."

"Uh, girls?" Pinkie Pie asked.

"Not now, Pinkie, the grown-ups are talking," Rarity said. "We need to come up with some sort of cover story to explain B.B.'s ... existence." 

"Yeah... could we tell everyone she's Fluttershy's bustier, sexier cousin visiting from out of town?" Rarity asked.

"Girls!" 

"Gee, I don't know..." Fluttershy said. "I'm not sure I could stand being associated with, um, myself. Especially when I think about the fact that for awhile, I was her."

"Girls!"

"What?" Everyone bar Fluttershy snapped. 

"Hey, where did 'B'? go?"  Rainbow Dash asked.

"That's what I was trying to tell you!" Pinkie Pie said. "She got up and left while you were all still talking!" 

The girls' eyes widened.

"We need to find her, and fast." Twilight said. "Before she starts up any trouble. Who knows what of havoc she could wreak if she stays on the loose?"



The newly dubbed Buxom Beauty walked around to the side of the school, finding a safe place to hide ... and wait. 

"So..." 

"I was wondering when you'd show up." Beauty greeted them as Sunset Shimmer and Discord walked up to her. She spread her arms out. "I knew if I found somewhere, you'd come looking for me. How about a hug, cutie?"

"And let you smother me with that huge rack of yours? How stupid do you think I am?" Sunset asked.

"Fine." Buxom Beauty groaned. "But you don't know what you're missing. It could be fuuun ..."

"Yeah, sure." Sunset walked up to B.B and began inspecting her, walking around and examining her from different angles. "So ... you're ... Big Boobs. But... your own, separate person? With your own thoughts and feelings?" 

"Yes."

"With no connection to Fluttershy at all?"

Beauty shrugged. "Aside from looking like her and being, I suppose, 'born,' from her, yes." 

"Okay." Sunset crossed her arms. "You said you wanted to see me. What did you want to see me about?"

Buxom Beauty gave her a stern and serious look, crossing her arms. 

"I want bigger boobs."

Sunset mouthed Beauty's answer on her lips, trying to figure out if she heard it right. She blinked.

"You want... bigger boobs. You already have boobs big enough to swallow my head, and you want them... bigger."

"Yes." Beauty answered. She closed her eyes, lifting her boobs and rubbing her cheek against them. "They're so soft and sensitive ... I want them to be even more so. I want to have the biggest, best pair of breasts in the entire school."

"You already do," Sunset said and smiled. "But then again, I suppose if anyone can relate to wanting to defend your title, it would be me."

"And you can help me with that, Sunset. Besides... you were the one who told me about how nice they were in the first place, weren't you?"

"I suppose that's true," Sunset said. "Even more so... You know, for someone who's supposed to be a sex-obsessed bimbo, you have a fairly eloquent tongue, and you make some good, logical points." 

Beauty giggled. "I guess you forgot to include 'stupid' in your little ritual when you were making me."

"I guess I did." Sunset adjusted her brow, finding B.B to be rather engaging in conversation despite her origins, purpose, and distracting manner of dressing.  "But how in the world am I supposed to give you bigger boobs? And what's in it for me?"

"If I may..." Discord said. "I think I know a way, and I could it quite easily. But like the lady said, what's in it for us?"

"You want to be Queen of the Fall Formal, right? You give me the bigger boobs I want." Beauty pointed a finger at them, then pointed at herself. "And I'll help you do that. I'll do whatever you need me to do. Anything you ask, anything at all. Whatever it takes, anything and everything."

Sunset scratched her chin. She smiled. "Well, I have to say, I like your terms. Done." Sunset shook hands with Beauty

"If I may ..." Discord said, walking up to her. He put a finger to Beauty's boobs, which both began growing. Beauty moaned, cupping them as they increased to an even larger size, large enough to qualify as a deadly weapon, probably, and began filling up. "That'll fulfill the terms of our bargain, and help you and Sunset in your, heh heh, continuing endeavors."

"Excellent." Sunset clapped and rubbed her hands together. "Let's get to work. And I've already come up with an idea which will make the next step in my plan so easy ... all we have to do is execute it."

"What is the plan?" Beauty asked, turning her head to one side. "After all, If I'm not distracting Twilight's friends like I was supposed to, you're going to need a new one."

"The new plan ... is we're going to turn Twilight and all of her little friends into bimbos. That way, they won't be able to compete in the Fall Formal. since they won't represent the best spirit of the school, and they'll be too preoccupied with ... other activities to even try to compete! Aaah ha ha ha ha!"




"B.B!" Dash called.

"Buxom Beauty!" Twilight tried to see if she'd respond to the name she had given herself.

"Come out, Evil Sexy Clone of Fluttershy!" Pinkie went with more of a descriptor than a name.

The girls shouted out, roaming around the schoolyard, trying to find B.B. The other students dismissed, thinking they were looking for a dog, though they did wonder what kind of name was 'B.B' for a dog. 

"Where she could be?" Twilight asked.

Rarity's phone dinged in her pocket. She reached in and pulled it out. "Perhaps closer than we think. Look." Rarity showed her phone to them. "It's a text from Beauty. She wants to meet me at the salon in the strip mall."

"The salon?" Fluttershy asked. "That was where Sunset took me to... turn me into B.B. She might have gone there because it seemed familar to her."

"We'll go with you," Twilight said.

Rarity shook her head. "No, no. She specifically asked that I come alone."

"Really? That seems suspicious to me," Dash said. 

"Perhaps, darling, but I must keep an open mind. The poor dear is probably scared and alone, quivering, wondering and pondering about so many questions!" Rarity said. "Besides, it would be rude of me to show up with an uninvited guest. I will greet her myself."

Rainbow Dash crossed her arms. "I don't like it."

"I'm... I'm sure it'll be fine." Rarity said, shrugging and chuckling nervously. 

And so Rarity went to the salon, by herself, her hand on her phone with her fingers ready to speed-dial her friends if she saw trouble and thought something fishy was going on. She considered pushing the button and dialing when she saw the building seemed deserted, but a glance at the windows had a sign saying 'out to lunch' so she dismissed the idea.

She went inside, where Buxom Beauty was waiting for right in front of the door. 

"Buxom Beauty?" Rarity said. "You wanted to talk, darling?"

Beauty smiled and threw her hands in the air. "That's one way to put it."

"Hmm. What do you mean?"

Sunset Shimmer, hiding underneath he windows, launched out of her hiding place and wrapped her arms around Rarity's neck.

"What?" Rarity grasped at Sunset's sleeve. "B.B, what's the meaning of this!?"

"Grab her phone, quick." Sunset said.

"Sorry, Rarity," Beauty said, tearing the phone of Rarity's hand. She hit the power button and tossed the phone onto a table. "But there a few things I want, and helping Sunset is my best way to get them." 

"You... traitor! Liar!" 

"Yeah, yeah, yeah." Beauty dismissed Rarity's correct accusation, pulling down her brassiere. She shoved her large nipple into Rarity's mouth, shooting a stream of breast milk inside. She continued to pump from her nip, forcing Rarity to drink, until Rarity's eyes became half-lidded and she quit struggling with Sunset Shimmer.

"Over here, this way," Sunset said. She and Beauty grabbed Rarity by the arms and carried her over to a chair, where they made her sit down.

"Doesn't my milk taste good?" Beauty asked, plucking a strand of hair from Rarity's head.

"Yes..." Rarity answered deliriously. "It tastes delicious ..." 

"Then here. I hope you don't mind having some more, then!"

Beauty reinserted her boob into Rarity's mouth and resumed squirting, feeding the white stuff until Rarity's own breasts started growing in size, expanding, pulling tight against her blue shirt, the tips of her nips becoming visible as her boobs went from reasonable nubs to huge orbs hanging from her chest.

"Mmm..." Rarity moaned when Beauty pulled herself away.

Beauty checked herself, noting how her boobs had become much smaller after being ejected of milk, back to their normal size ... maybe a bit smaller. But it was clever of Discord to do it this way; it would spare her back the pain of having to lug around such large jugs all the time.

"Doesn't that feel so much better, Rarity?" Sunset asked. "To just let go and suck Beauty's boob?"

"Yes..." Rarity nodded. 

"Yes." Sunset stroked Rarity's hair. "You love to suck, don't you, Rarity? Let go. You'd like to be a dumb, stupid bimbo, wouldn't you?" Sunset pulled out a magazine and tossed it into Rarity's lap Rarity picked it up and began flipping through it. "Just like all those bimbos in those magazines you admire. You'd love to just let go of your thoughts and be like them. Look like them, feel like them, think like them. Let go. Let go. You want to be a busty, beautiful bimbo like the ladies in these magazines. You're jealous of them, aren't you?"

"Yes ... jealous." Rarity said, her eyes half-lidded. "Want to think like them, feel like them ... love to suck. Let go."

"Let go of all your stupid little thoughts ... you won't be needing them anymore, isn't that right ... hmm ... what to call you ..." Sunset glanced at Beauty's leaking nip. "I got it. Boobsucker. You love to suck boobs, don't you, Boobsucker?"

"Yes..."

"Boobsucker?" Beauty asked, raising a brow. "That's even worse than my original name."

"Hey, cut me some slack. I'm still new to this," Sunset said. "Anyway, you love to suck boobs, Boobsucker. You love to suck, and you love to be a stupid, giggly bimbo."

"I do! Teehee!" Rarity said, getting into a giggling fit. 

"That's right." Sunset said. "And you also love to suck certain other things. And you love to swallow loads of male seed. And each time you swallow, your boobs will get bigger, and your mind will smaller and ditzier." Sunset smacked her finger against Rarity's forehead. "Doesn't that sound good?"

"Yeess... " Boobsucker agreed, breathless as she closed her eyes. 

"Oh, and one more thing," Sunset said, raising a finger. "Eventually, you'll turn back into being Rarity. Your boobs will shrink, and your mind will go back to normal. But when someone calls you "Boobsucker," you'll become Boobsucker again and not turn back until you've been sexually satisfied. Clear?"

"Clear!" Boobsucker said, grabbing Sunset by the shirt and pulling her in, rubbing the sides of Sunset's cheek up against her boobs and giggling. 

B.B giggled and joined in, climbing into the seat with Boobsucker and Sunset and rubbing her boobs against Sunset's other cheek. 

"Ooh." Sunset cooed. "I could get used to this."

"Hey!" Discord walked up to them. "What about me? Don't I get a turn?"

"Oh, quit your whining." Sunset said, disentangling herself and pulling herself out from between her pillows, to both girls' disappointment. "You'll get your turn... eventually."

"Say, that brings up a question I have," Beauty said. "I know why I'm helping you, but how did you get Discord to agree to help you?"

"You can just wonder about that. Don't worry," Sunset said. "It's between me and him, and I'll deal with it. Put if out of your pretty little head."

"Hmm." Beauty turned to glance at Discord with a suspicious eye. 

"Besides, you need to take Rarity, eh-heh, I mean, Boobsucker back to the school and... teach her a few lessons. Show her the ropes." Sunset said, flashing a cheeky grin.

Beauty saluted. "Got it. With pleasure." 

Rarity's phone went off. Sunset held the phone up and saw it was Rainbow Dash's.  A text soon followed, asking: "All good there? Haven't heard you from in awhile. Do we need to come over?"

Sunset chuckled. This was almost too easy. She punched in a reply. 

"No worries," Sunset typed, "all... good... here, and send. Heh."



Taking Rarity back to the school, Beauty went up to the boys' locker room. 

"Okay, Rarity," Beauty said. "Come on out now. Let's see how you look."

"I look atrocious." Rarity said, walking out from the corner of the hall. She was wearing a pink latex corset clearly a few sizes too small her for, with a similar short skirt, and pink, plastic platform boots to match. "I don't even know how you talked me into this ridiculous ensemble in the first place."

"It's a mystery." Beauty said, averting her eyes in a mischievous manner.

Rarity sighed. "I suppose it can't be helped now. What is it we're supposed to be doing here, again?" Rarity glanced at the door. "At ... the boys' locker room?"

"Oh, nothing much," Beauty said. "We just need to run a test run. Are you ready for your big debut ..."

Beauty cupped Rarity's chin.

"Boobsucker?"

Rarity's eyes widened before shrinking into pinpricks. A thin, dopey smile crossed her face. She stumbled around as her breasts increased in size, rising up like yeast until the corset was pulled taught and made much more fitting to her curvy figure. Her hair became larger and poofier, and what little fat was around her stomach was displaced to her thighs, bulking them up.  Beauty thought she also gained an inch or two of height, but that might have just been the platform boots.

"Ready to go in?" Beauty asked, placing a hand on the door.

"Ready!" Boobsucker answered, her voice a higher pitch. She saluted and giggled.

Beauty opened the door. 

Inside, Fleetfoot and Flash Sentry were busy getting their stuff done.  Flash Sentry was placing his guitar in the locker, and Fleetfoot was tying his shoes. 

"Huh?" They turned to the girls.

"Oh, hey, girls. You know this is the boys' locker room, right? What can we... do... for... you..." Flash's sentence trailed off as he and Fleetfoot noticed the scandalous outfits of who appeared to be Rarity and Fluttershy were wearing.

Rarity giggled and walked into the room, her boobs bouncing up and down with each step, their jiggling barely contained by the corset.

Fleetfoot stood up, eager, while Flash just stared in shock.

Letting out a deceptive, disarming giggle, Beauty grabbed Fleetfoot and pulled him in, shoving her nipple into his mouth and shooting a massive squirt of milk into him. His eyes widened, and both Flash's eyes and Boobsucker's eyes were drawn to his groin, noticing the bulge being put there by Beauty's milk. The bulge... grew... and grew, as if - as if the milk was enhancing Fleetfoot's shaft and making his erection larger than it was naturally.

"Uh," Flash stammered. He maintained a pleasant smile, despite being freaked out. "I think that's my cue for me to go." Flash inched his way out of the room and darted out into the hall.

"Hmph." Beauty said, glancing over her shoulder at him as he left. She pushed Fleetfoot away. "He's all yours. Have at him, Boobsucker ... I have a man to go chase down."  Beauty left the room.

"Oooh!" Bursting with excitement, Boobsucker skipped over to Fleetfoot. She got down on her knees and pulled his shorts down, revealing his enhanced, massive member. She grinned. Fleetfoot, dazed from the milk and knowing exactly what she wanted, moved forward, shoving his tool into her mouth. She moaned and began to suck ravenously, bringing her hands around his thighs to keep herself steady. The two of them moaned, rocking back and forth as she sucked him for all he was worth, pressing him up against the side of the bench.

"Mmm..." 



Flash Sentry walked down the hallway, checking over his shoulder every now and then.

Beauty stuck her head out the door of the locker room, watching him leave. She got out and followed him. Keeping her distance at first. she walked up to a plant and hid herself behind it. She moved out and placed herself against the wall, hiding behind a set of lockers. She wrapped her arms around her boobs, trying to suppress them so they wouldn't give her away.

Flash looked over his shoulder. He saw Beauty's arms wrapped tightly around her boobs and grimaced. he broke into a sprint. 

Beauty grunted and growled. For once, she cursed having such large boobs. She couldn't let him get away. If he did, he might alert the other girls about what happened, they would figure out what Beauty did to Rarity and had doublecrossed her, and then it would be almost possible for her and Sunset to bimbofy the rest of them. Beauty ran after him, though she find it a bit difficult and painful to run with her huge jugs swinging in and out with every step. 

Flash rounded a corner and hid himself between two lockers. He panted, breathing heavily. He let out a deep sigh, thinking he had gotten away. His eyes widened when he saw Beauty standing in front of her with a proud smirk on her face.

"Word of advice." Beauty raised up a finger. "If you're going to try to run and hide from somewhere, maybe don't try the 'hiding' part until after you've gone around more than one single corner. It's very easy to track you down that way."

Flash grimaced. 

"Now, open up." Beauty commanded him. "Don't you want some delicious milk?" 

"No!"

"Oh, really? That's a shame. Well, too bad, because you're getting it anyway."

Beauty forced her boob into Flash's mouth, grabbing his arms and pinning him against the wall with the weight of her chest. Her breast spat out wave after wave of milk for him, and his cheeks blushed as his body was ... pervaded by this warm sensation inside of him. He felt so warm. And her milk was so good ...

"Mmmm ..." Flash moaned and closed his eyes. He could feel the same happening to him he saw her milk do to Fleetfoot - his equipment was getting firm, and bigger and bigger. It was filling up. He felt so much fluid building up inside him. He wanted to orgasm. He needed to shoot off a load. He might go crazy if he didn't. He was ready to give himself up to a bimbo.

"There." Beauty said, pulling away from him. "Doesn't that feel better? Don't you feel ready to spray your hot seed all over a willing bimbo's pretty mouth?" 

"Y-y-yess-s ..." Flash moaned, his cheeks still red, his body shaking and going knock-kneed.

"Good." Beauty grabbed him by the arm and dragged him along. "And I know just the one to do it, too. Come on."



Boobsucker continued to nurse and suck on Fleetfoot's equipment until he released, giving her a large dose of spunk going straight down her throat. She tightened her mouth around him, keeping a firm grip while she waited for him to finish. After guzzling all he had to offer, she popped her mouth off and let him go. Wiped out by his orgasm, Fleetfoot stumbled backwards and tripped over the bench, falling onto the floor and passing out.

"Mmm!" Boobsucker moaned, enjoying an immense gratification as her boobs bounced up and down, jiggling as they grew another cup size. "Mm... oh, I'm still not satisfied..." 

"I think I can help with that."

Boobsucker turned to the door where Beauty was entering with Flash Sentry, whose erection was throbbing from within his pants. 

"Here you go." Beauty tossed him at her. Flash stumbled, and Boobsucker grabbed him by the thighs to stop him. 

"Are you, like, sure you don't want him?" Boobsucker asked.

"I'm good." Beauty waved her hand. 

"Okie!" Boobsucker smiled before pulling Flash's pants down for him. She wrapped her mouth around his tool and moved up and down, bobbing him as she sucked. Flash let out a moan and shivered. His tool twitched inside, motivating Boobsucker to suck harder. His equipment twitched and throbbed some more, beating against the inside of her mouth, before shooting its massive load straight down her throat, filling her up with thick spunk. 

"Mmmm..." Boobsucker moaned, closing her eyes as she let his seed fall and drip down into her mouth. Flash pulled away from her and pulled his pants, but was unable to zip them up before fainting and collapsing on the floor.

Boobsucker licked her lips, not even paying attention to her growing boobs. "So good... it's so good... there's not enough, never enough."

"I know what you mean." Beauty said, smiling and shaking her head at the ceiling. "There never is." She crossed her arms and rested herself, leaning against the side of the door. She glanced over to Fleetfoot, whose eyes were beginning to open ... and whose tool was becoming firm and erect again, sticking up. Boobsucker noticed and crawled over to him, getting on top of him.

Beauty rested her cheek on her hand. Boobsucker would probably go back and forth them, able to suck an orgasm out of right after the other had finished, and by the time she was done with one, the other would have recovered. Beauty was going to sit back and enjoy the show.
> Party Train and Wide Load
> --------------------------------------------------------------------------

Beauty and Boobsucker sat around on a bench outside the school, Beauty tapping her finger to her cheek while Boobsucker giggled after her latest... acquisitions, her chest trying to bounce inside the pink latex of her corset. 

"Who should we tackle next?" Beauty idly wondered. 

"I dunno..." Boobsucker giggled, taking her arms and squeezing her breasts together. "I'm, like, such a good bimbo ..." 

Beauty rolled her eyes. She patted Boobsucker on the cheek. "Yes, yes, you are. Hmm." B.B stroked her chin. She snapped her fingers. "I know. Rainbow Dash. She'll probably be the hardest one, so it would be good to knock her out first..." 



Rainbow Dash was taking things out from her locker in the hall, grumbling under her breath about not being able to do anything about Sunset Shimmer.

"Sassafrassen... we know she's guilty." Dash complained as she placed one book from her locker to her bag. "We saw her right in the middle of it. We should be able to just go up and have her expelled... heck, we should run her out of the school. Everyone hates her. The only reason she's voted Princess is because she threatens and bullies everyone. I doubt if she , oh, I don't know, had too many broken ribs to come that day, anyone would raise a fuss... hmm... maybe we should take matters into our own hands." 

Rainbow closed her locker door, startled when she saw B.B leaning against the lockers behind it. 

"Ah! Beauty, what are you doing here?" Dash asked. She squinted. Beauty had changed clothes, wearing some kind of green top which, while far more covering than any of her previous choices, still showed off quite a bit of cleavage and midriff, and a orange and yellow skirt, with a green strap around her right ankle She may have been a clone, but Dash still found it eerie to see a duplicate of Fluttershy wearing a copy of Sunset Shimmer's clothes. 

"Oh, I thought I'd just stop by and see how you were doing." Beauty said, brushing a hand through her hair. "How are you doing, Rainbow Dash?"

"Good." Dash answered, getting more suspicious of Beauty with every second. "Where have you been?"

"Oh, you know." Beauty rocked her head. "Places." 

"Uh-huh. Places with many friends, no doubt. Friends perfectly willing to take advantage of a busty damsel with Fluttershy's face, I bet." 

"Oh, don't be like that, Rainbow Dash." Beauty said, reaching up and cupping Dash's chin. "You know ... I think I heard you say something about wanting to hurt Sunset Shimmer? Something about taking matters into your own hands."

"Yeah." 

"Well... I'm afraid I just can't overlook that, Rainbow." Beauty gave her a smile. "Sunset's not so bad once you get to know her." 

Dash backed away, swatting B.B's hand off her chin. "You... you traitor. You're friends with her, aren't you?"

"I don't recall ever swearing my fealty to you or your friends, so I don't really see how you can call me a traitor," Beauty replied eloquently.

"That's... surprisingly well-worded coming from someone who's supposed to be a bimbo."

"Supposed to." Beauty waved a finger.  "But if you're uncomfortable with ladies talking smartly, maybe you might like my next trick better and find it more... fitting." B.B pulled up on her shirt, exposing her breasts and the milk dripping from her nipples. 

"What the - get away." Rainbow Dash backed away, only for her head to stop, hitting something soft. She jumped out and looked around. "Wha - Rarity?"

"Hello, darling!" Boobsucker waved her fingers at Dash. "Why are you, like, being so resistant, Dashie? You're being, like, a total downer."

Dash braced her fists. "Nobody but Pinkie calls me Dashie." Dash turned back around and saw B.B approaching her. She backed away, only to get her lodged between Boobsucker's cleavage. 

Boobsucker, having additional height to her, placed her chin down on the top of Rainbow Dash's head and wrapped her arms around Dash to hold her still. Dash grimaced and broke into a sweat. 

"Relax, Rainbow Dash," Beauty said. "It should be over quickly."

B.B shoved her nipple into Rainbow's mouth, pressing Dash's head further into Boobsucker's cleavage. B.B squeezed herself hard, spurting a massive stream of milk into Rainbow's mouth. 

"Mmf!" Dash groaned, trying not to swallow, but the milk went down anyway. Her eyes glazed over, their magenta color turning dull. 

"Does that feel better?" B.B asked. 

"Mm-hmm..." Dash groaned. 

"Good." 

Beauty squeezed again, sending out another helping of milk for Rainbow Dash to drink. Boobsucker could feel Dash relaxing, her muscles becoming less tense, and let go. Dash moaned and brought her hands around Beauty's boob, squeezing it and sucking it for herself. 

"Good girl," Beauty complimented, running her hand through Rainbow Dash's hair. "Oh." She looked over when she heard the sounds of cloth stretching, a sound she was well acquainted with. 

For whatever reason, rather than enhancing Rainbow's bust, the milk went straight to her rear and hips, her shorts ripping apart as her hips increased in volume, jutting out to the side, her legs becoming thicker and her butt growing into a round bubble shape. 

"Interesting... that wasn't the effect it had last time." Beauty noted, rubbing her chin. "I'll have to talk to Discord, see if he can't make this milk behave..." 

"Mmm..." Rainbow Dash moaned, continuing to suck Beauty's nipple, not caring about whatever she was murmuring about. Dash's hair grew, stretching out and spilling down and past her back, reaching just above her new bubble-butt. Dash popped her lips off, wearing a dazed expression.

"All full? All better?" Beauty asked.

"Yes..." Dash answered.

Beauty cupped Dash's chin again. "Ready to be a good little bimbo?" 

"Uh-huh..." Dash nodded. 

"Good. Now, you'll need a new, more appropriate name..." Beauty looked down at Rainbow's large hips. "Let's see, some nice, big hips .. how about 'Wide Load'?"

Rainbow Dash bucked, shaking back and forth to show off her newly acquired hips. Her hip smashed into the locker doors, denting them and bending them terribly out of shape. "Okay."

"Good, good. Now listen to me, Wide Load..." B.B put a hand on Wide Load's shoulder. "What you want is nothing more or less than to go out there and show off your hips to as many admirers as possible, and if you really like one or two of them, you can take them to bed where they can appreciate your hips a bit more thoroughly ... but your real focus is still on showing it off and flaunting what you've got, understand?"

Wide Load nodded. "Like, totally, babe. And by the way, like... nice rack you got there."

"I know," Beauty said with a smile, before moving aside. "Now go out there and strut your stuff."

"'Kay." Wide Load walked off, strutting and swinging her hips back and forth. 

"You think it's, like, a good idea to let her go alone?" Boobsucker asked, "I, like, would still be totally lost right now if I didn't have you guiding me, Beauty."

"It'll be fine." B.B assured her with a smirk, keeping her hands on her hips. "Rainbow Dash is an independent sort, and that'll translate into Wide Load being fairly independent herself... well, for what she is. By the way..." B.B turned around, lifting one foot off the ground and putting her hands together in a submissive gesture. "Boobsucker? Could I ask you a favor?"

"Sure! What is it?" Boobsucker leaned in. 

"There's going to be a few... changes around here in short order before too long." B.B said, glaring over her shoulder. "I need to know I can count on you to be behind my back when that time comes."

"Like, totally! I'm with you 100%, B.B-Bestie!" Boobsucker pulled B.B into a tight hug, and B.B got a taste of her own medicine as her face was squished into Boobsucker's boobs.

Huh. So this is what that feels like, Beauty thought, gritting her teeth as her eye was covered up by Beauty's breast. She pushed herself out, popping her head out of Boobsucker's bust. "Great. Thank you so much, Rar- Boobsucker." Beauty caught herself. 

Although... I'm not quite sure she knows what she's agreeing to. B.B thought. Oh well. I'm hardly the first one in this whole scenario to leave out a few... key details. 



In the cafeteria, most of the students present were enjoying their lunch, having no intentions in getting caught in any kind of fiasco or escapade today. 

That changed when one of the boys noticed Rainbow Dash enter the room.  "Rainbow Dash!?" He exclaimed, prompting several others to turn their heads. 

Rainbow Dash was dancing her way into the cafeteria, carrying a drum in her hands which she played. She was wearing a belly dancer's outfit, with blue lace and veils covering her body, an exposed midriff bringing attention to her grown hips. She twirled, jumped, and spun around, wiggling her body around, much to the satisfaction of the boys (and some of the girls) , grins spreading across their faces. Wide Load continued dancing around,  occasionally going up to a member of her audience and dancing right in front of them, letting them get a good look at her midriff. 

She roved all over the cafeteria, mesmerizing several of the students with her dance.



Pinkie Pie was walking through Canterlot High. She kept zipping her head around, trying to find anything suspicious. Any sign of bimbofication magic being used, of where B.B might have gotten off to, or where Sunset Shimmer might have been or what she'd been doing.

“Pinkie Pie!”

In a cruel twist of fate given her habit of appearing out of nowhere, Pinkie Pie was startled when Sunset Shimmer popped up from nowhere. Normally, it was Pinkie Pie surprising people by appearing from thin air. Pinkie almost dropped her books, but she held them.

“Oh… hello, Sunset Shimmer.” Pinkie said. Sunset Shimmer looked different today. She looked … friendly.

Sunset put her hands together, smiling broadly. “Can I get your help with something?”

“Gee, I don't know...” Pinkie was right to be uncertain, but she didn't want to let Sunset know she was on to her. “I'm kind of busy today, Sunset…”

“Please?” Sunset Shimmer begged. “It only take a few minutes! It would put a big smile on my face if you were to help. You like making people smile, don't you, Pinkie Pie?”

“Hmm...” Pinkie was thinking about how to tactfully let Sunset Shimmer down while not upsetting her too much when something silver seemed to shine from Sunset Shimmer's pocket.

“Huh?” Pinkie grew interested, trying to get a better look at it.

“Oh, this?” Sunset pointed at her pocket. “Don't mind this old thing. It's just an old hand-me-down.” Sunset reached to push the silver object back down, but before she did, she lifted it up a bit further, letting Pinkie take another glimpse at it.

Pinkie started to feel a dazed.

“You alright, Pinkie Pie?” Sunset Shimmer asked.

“Yeah...” Pinkie shook her head. “I'm fine. You said you wanted my help with something?”

Sunset nodded. “Right this way.” Sunset beckoned Pinkie Pie to follow her. Sunset led Pinkie Pie into a locker room. Sunset bowed and let 
Pinkie Pie go in first, locking the door behind them.

“Are you sure we should be in here, Sunset?” Pinkie asked. “It's kinda dark in here...”

“It's fine,” Sunset said as she adjusted the lights, illuminating some of the room while leaving other parts of it in the darkness.

“So, what did you need you help with?” Pinkie asked.

“Just sit on that bench right there,” Sunset pointed at a bench.

Pinkie Pie did as Sunset Shimmer, sitting down on the bench.

“And… maybe pull down your skirt and underwear?” Sunset Shimmer asked.

“What?” Pinkie crossed her arms. “Sunset, I'm not going to do that!”

Sunset reached towards her pocket, pulling out the silver trinket. “Oh, please?”

Pinkie's attention instantly focused on it. At least until Sunset Shimmer dropped back into her pocket, snapping Pinkie from her trance. “Huh?”

“Pinkie Pie, your skirt?”

“Oh… right, right.” Pinkie muttered, adjusting herself so she could pull her skirt down, just enough to expose her bottom.

“It's just to test an idea I had, nothing more.” Sunset Shimmer assured Pinkie Pie. “For a… product idea I had.”

“Uh-huh.” Pinkie Pie nodded, feeling woozy, but not quite sure why. Her eyes went wide and her lips tucked like she eaten a sour lemon when 
something made its way into the inside of  her butt.

“It's okay, it's okay.” Sunset Shimmer assured Pinkie, putting her hands on Pinkie's shoulders. “This is all natural. This is what it's supposed to do.” Sunset drew away from Pinkie.

“Sunset...” Pinkie whined as the… thing inside her butt continued to move. “I'm not sure I'm comfortable going through with this!”

“Oh, please?” Sunset Shimmer said. “It's putting such a big smile on my face! Just a little longer. Look at this smile!” Sunset pointed at her cheeks as she gave another broad smile.

Pinkie was comforted by this, but not by much. She liked to make people smile, and this was starting to feel good …

What am I thinking?

“You know, Sunset, you haven't told me what this product is supposed to do ...”

Pinkie's eyes shrunk. The thing inside her butt was pulsing, throbbing.  It was then she realized … she wasn't testing a product at all! This wasn't a product. It was a masculine member, throbbing inside her butt!

“Oh my goodness!” Pinkie exclaimed as the member continued to move and bob inside her. “I'm such an idiot! You're trying to bimbofiy me like you did the others! Probably with some poor male sap you tricked into helping you!”

Sunset Shimmer's friendly grin turned haughty and smug. “Okay, you got me. And it's all thanks to the help of my little trinket here.” Sunset whipped out the silver object – a silver pocket watch. “If it weren't for this and its ability to implant suggestions into your mind, you would have never agreed to any of this.” Sunset gave the pocket watch a kiss.

“Well... I don't agree with it!” Pinkie put her hands on the bench and got ready to push herself up – and her away from this Wonderoblt. Before she could, however, the male reached his peak, orgasming into Pinkie, pouring his warm spunk all over her insides, where the heat spread throughout her body.  Pinkie tensed up, looking at Sunset Shimmer in shock, surprised by how good it felt. Her eyes grew glassy and unfocused.

“Did you like that, Pinkie Pie?” Sunset Shimmer asked with half-lidded eyes and a seductive smirk.

“I… loved it,” Pinkie Pie admitted.

“Heh.” Sunset looked at her pocket watch. “Between this and my little bimbofied Wondercolt here that Beauty got for me, you'll be a bimbo in no time.”

“Oooh...” Pinkie closed her eyes as she was overwhelmed by a pleasurable, tingling sensations in her buttocks. She could feel her butt beginning to grow and fill out and spill out.

“Does that feel good, Pinkie Pie?” Sunset asked. “Does it feel good when your butt grows like that?”

Pinkie Pie nodded.

“Well, all you have to do is to keep letting this young man orgasm into you, and it'll make your butt bigger and bigger each time. Would you like that?”

Pinkie Pie nodded again.

With Pinkie Pie's consent and Sunset's 'gentle' encouragement, the guy continued pumping into Pinkie Pie. Pinkie developed a rather dopey-looking grin as she felt him slide in and out.

“Haaa...” Pinkie Pie giggled as she felt him pulse and pulse before orgasming inside her again. There was so much hot fluid flowing from him into her.

“Oooh!” Pinkie closed her eyes and clutched at the air as she felt her butt begin to grow again. It puffed up and up, quickly spilling over the edge of the bench and smothering more and more of his member. Pinkie's smile got wider, and her eyes grew even more unfocused. She wanted more of it.

And he was happy to give it to her. He removed herself from her for a brief moment, giving her a chance to breath before he plunged himself back in, learning to appreciate the added size of her bottom. Pinkie's cheeks smothered his member and squished it real hard, allowing him to reach orgasm faster than before… and allowing Pinkie Pie to suck more seed out from him.

Pinkie's butt grew again, swelling up like a balloon that was being overinflated to the point of popping under its own pressure. But Pinkie's growing butt wasn't going to pop; it was here to stay.

Pinkie knew each release was bimbofiying her. Making her a big-bottomed bimbo. Dulling her thought process, making it harder and harder for her to think about anything other than the next time she would be able to absorb some wonderful, hot seed through her butt, but she didn't care. She couldn't resist. It was so good. So very good. She wanted her butt to grow big. So, so big. It was all she wanted. It was all she cared about. She wanted to be a big-bottomed bimbo whose butt was only good for one thing – sucking up spunk.

Briefly, she wondered about the helpful male orgasming into her. How much he could take? How many times could he orgasm into her before tiring out? How much seed could she get from him?

As he went in and out, his huge, throbbing member still pulsing, Pinkie Pie's pleasured and overstimulated body began to contract around him. It was almost as though her butt was sucking his member, which, in turn, brought him to an orgasm even faster than before.
Pinkie's butt continue to grow as it was filled with seed. Each cheek spread out and over the edge of the bench like rising dough in an oven.

Pinkie's mind was barely holding together. She didn't matter. She lived, she existed only for her big butt, and her big butt existed solely for the pleasure of the boys. Just like Sunset's hypnotized male here – he didn't matter, either. He was a male bimbo, only good for giving out orgasms to reward good little girl bimbos like her.

“Mmm...” Pinkie moaned. “It tastes so good...”

Sunset raised her eyebrow. “How can you… taste it when it's...” Sunset shook her head. “Never mind. I don't want to know. I don't want to know.” This was one of those things better left as one of the many mysteries of Pinkie Pie left unexplained.

“Ooooh … ooooh …. OOOOH!” Pinkie closed her eyes and screamed as he orgasmed into her one more time. Pinkie's smile took up her entire face as she felt the sensation of spooge pouring into her butt and making it larger … and larger … and larger until both of her cheeks were the size of a basketball each.

Sunset walked up to her and tilted her chin. “How do you feel?”

“W-wonderful...” Pinkie muttered.

“Do you remember your name?”

Pinkie shook her head no. “Uh… it started with a “P,” I think...”

“Well, I know your name, and it does start with a P. It's Party Train, on account of your big caboose. Get it?”

“Mmm-hmm.” Pinkie nodded. “Party Train. And I live for to let handsome guys stick themselves inside me and spray their hot, thick nectar all over the inside of my huuuuge bottom!”

“Very good. In fact, that's… exactly what I was gonna say.” Sunset raised her brow again. “No, how did you – never mind.” Sunset shook her head. “Who's a good big-bottomed bimbo?”

Pinkie – Party Train raised her hand. “I am! I'm a good big-bottomed bimbo!”

Sunset Shimmer smiled. She looked over to her male servant and snapped her fingers. “Give it to her one more time.”

Fleetfoot did as he was told, giving Party Train – who was on the verge of an orgasm of her own – the hot, thick nectar she desired, that she craved, that she loved. As well as causing her butt to grow out just a little bit more.
> Blondie and The Queen
> --------------------------------------------------------------------------

"Presenting... your bimbos, Sunset Shimmer." Buxom Beauty strode confidentially up to Sunset, her parade of friends behind her.

Sunset Shimmer took count. "One... two... three... ha! Yes, we've got three of them!" Sunset shook her fist in triumph. "All that leaves is Fluttershy, Applejack, and Twilight herself! That means Twilight Sparkle's forces are already down to half strength!" 

"Forces? Interesting choice of words ..." Beauty muttered.

"Don't you worry your pretty little head about it." Sunset ruffled up B.B's hair, not noticing B.B's displeasure at being touched. "I need to come up with a good reward for you. Tell you what; get the rest of them, and I'll find an even better reward than what I'm already thinking. Something like, "Fall Formal Vice-Princess" for these three, and then "Vice-Principal" when you get the rest." 

"Of course," Beauty muttered, taking her gaze off Sunset and glancing with an odd, cold judging stare at Discord which made Discord reel back. 

"Anyway," Sunset snapped her fingers and walked off, "I got get back to work being busy with my own stuff. Just taking out Twilight Sparkle isn't all there is to it. Being Princess of the Fall Formal takes work, you know? Come on, Discord."

"Yes ma'am," Discord followed Sunset away. 

"Okay, girls," Beauty turned to them. "It's been fun, but I need to dispel your triggers and put you away for the day."

"Aww," Party Train said. "That's no fun."

"Yeah!" Boobsucker objected. "Can't we, like, stay up and party until, like, dawn?"

"I know, I know," Beauty cooed apologetically, cupping Boobsucker's cheek and pulling her into a kiss. B.B rubbed her fingers against locks of Boobsucker's hair. "But I'm afraid it has to be done." She pinched Boobsucker on the neck, and Boobsucker went down, falling onto her knees. She danced past Wide Load and Party Train and did the same to them. 

"Now go change, dears, before Twilight notices what happened," Beauty said. The girls nodded and got up, moving like zombies into the ladies' locker room. 

Beauty glanced at the hallway. "And I still need to find someway to deal with Discord and... keep Sunset from figuring out what I'm planning."

Beauty put her hands together in front of her chest, looking apologetically up at the ceiling.

"I know you might not believe me right now, Twilight... and I'm sorry. But I promise you, when it's all over, you'll have your friends back."

With that, she left.



Applejack wandered through the school, trying to think of ideas to help Twilight compete in the Fall Formal, when she thought she saw B.B's distinctive pink hair flow behind her in the hallway. Her's was longer than Fluttershy's (even though Fluttershy's was already plenty long). 

"Beauty?" Applejack asked to the air. "Beauty, wait up!" Applejack gave chase after her. She saw no trace of B.B when she turned the corner, no trace except for the tip of her hair fading from view in the next hall over. 

"Come on, Beauty, wait up! We need to talk!" Applejack continued to give pursuit. Not watching where she was going in her single-mindedness, she barged into the ladies' restroom without a second thought. 

There, she found Beauty waiting for her with a smug grin on her face. 

The door slammed shut behind Applejack, and Applejack was mortified to see Sunset Shimmer there with a smirk, blockading the door. 

"B, what is all this? What's goin' on?"

Sunset got behind Applejack and lifted her up, wrapping her arms around Applejack's shoulders. 

"Hey!" Applejack protested, writhing to get free until Buxom Beauty shoved her namesake into Applejack's mouth and began squirting milk inside.

"Don't fight it, Applejack," Sunset said.

"Yes." Beauty added. "Don't fight it, Applejack..."  B.B ran one hand through Applejack's hair. "Embrace it. Let go. Let yourself go..."

"Mmm mmm ... mrf ... mmm." Applejack moaned, succumbing to the sweet taste of the milk. "Mmm ..." 

"I think I have her from here," B.B said. "You can let her go." 

"Hmm." Sunset dropped Applejack, letting her fall into B.B's chest. "I don't know... there's just something about that's just not good enough."

"Why?" Beauty asked. "Don't you trust me?"

"I do... but I like the idea of putting Applejack completely under my control more." Sunset snapped her fingers. "Oh, Fleetfoooot!" 

Fleetfoot came out one of the stalls, Sunset having hid him there for this precise occasion. "Yes, Your Majesty?"

"Your Majesty, I love it." Sunset exulted in her own sense of self-importance. "Anyways, we have another poor bimbo here who is desperate need of your ... filling warmth." 

Fleetfoot saluted. "Say no more." He walked over to behind Applejack, grabbing her shorts and pulling them down. He took his equipment and shoved it into Applejack's tush, where he moved back and forth, building up speed as he worked to give her his release. B.B did not seem pleased about having to share her victim with one of her and Sunset's thralls, but silently endured it, acting complacent. 

Fleetfeet hit his peak, shooting his warm load into Applejack's rear, which, like Pinkie's, sucked it up and began to grow, her cheeks swelling up to a ridiculous size for a woman of her age. 

"There." Sunset whispered into Applejack's ear. "Doesn't that feel so good, Applejack? Having a nice young Wondercolt fill you up with his hot seed while a beautiful bimbo fills you up with milk? Don't you just wish you could be like this every day?" 

"Mmm... hmmm ..." Applejack moaned, giving an agreeing nod while continuing to suck B.B's addictive nipple. She tensed up when Fleetfoot released a little more into her. 

None of them noticed Buxom Beauty making a soft scowl at being called a bimbo. She sighed and carried on with her work, taking her hand and squeezing her boob to shoot more milk into Applejack. Applejack's breasts were filled up with the milk, growing up and filling out, stretching out her shirt before bursting through it, her own nips leaking milk. B.B gave a slight smile. 

"MMM!" Applejack bucked, another release from Fleetfoot making her bottom grow into a ridiculous size, though still not as big as Pinkie's had gotten when Sunset did this to her. 

"Oh hoohoohoo!" Sunset took her finger and tilted Applejack's hat askew. "You are going to make a fine bimbo... Blondie." Sunset took her finger and flicked it against Applejack's forehead.



Beauty walked up to Pinkie Pie as she was packing things up from her locker. 

"Pinkie?" Beauty asked.

"Oh! Hey, Beauty." Pinkie greeted her with a wave and a smile. "Where have you been? We've been looking all over for you."

"I know, and I'm sorry." B.B said. "I just ... wanted some space to be by myself. But now that I'm here, I have an idea." 

"An idea? What kind of idea? A party idea? A naughty idea? A textbook idea? Ooh! Or maybe you've come up with some sort of idea on having ideas?"

Beauty shook her head before ruffling Pinkie's hair. "Pinkie, you're crazy. Don't ever change. But anyway, my idea was that we could make some cupcakes for Principals Celestia and Luna. They work so hard, they deserve a little something nice ... something to bring a smile to their face... and you like making people smile, don't you, Pinkie?"

"I do!" Pinkie grinned. "Oh, but wait, are we sure they won't take as bribery for the Fall Formal nomination?"

"I thought the nomination was decided by the students?"

"Oh! Silly me! You're right." Pinkie clapped her hands together. "Cupcakes it is! Granny Smith's given me special permission to use the kitchen ... as long as I don't bring in any fireworks again."

"That sounds like quite the tale." Beauty observed. 

"Oh, it is! And at some point, I should tell you about how my family founded Canterlot High! 

"Um, what?"

Pinkie disregarded B.B's question and grabbed her by the wrist. "Cupcakes away!" They got set up in the kitchen, with bowls, spoons, and ingredients set out on the table. 

"Okay!" Pinkie rubbed her hands together. "First we need the flour."

"Flour." B.B handed Pinkie the bag of flour, and Pinkie poured an amount into a bowl.

"Eggs!"

"Eggs." B.B handed Pinkie a pair of eggs.

"And milk!" Pinkie said. She looked around on the table. "Hey, where's the milk? ... don't tell me we forgot the milk!"

"I'll get it." B.B volunteered. 

B.B walked away from the table and towards the fridge on the other end of the room. She glanced over her shoulder to make sure Pinkie Pie wasn't watching her, and B.B grinned. This was the moment she had been waiting for.

Pulling out a measuring cup, B.B reached in into her shirt and lifted it up, then pressed the cup around her breast. She squeezed her breast, squirting milk into the cup, and nursed herself until the cup was full.  

B.B held the cup and admired her work. While she pulled her shirt down, she complimented herself on her deviousness, and then went to give Pinkie the cup, the milk sloshing around in the cup.

"Here you go." 

"Great. thanks!" Pinkie took the cup and poured the milk into the bowl, having no idea it wasn't retail milk in the cup.

B.B stood back and smiled.



Pinkie Pie knocked on the door to the Principals' office, carrying a tray of cupcakes.

Celestia opened the door. "Oh, hello, Pinkie Pie. And... who is this? A new friend?"

"Uh, yeah!" Pinkie rubbed the back of her head, while Beauty hung back, still keeping up her eerie smile. "This is Beauty. She's... Fluttershy's... cousin. She's... visiting from out of town. She helped me make these cupcakes for you and your sister!" 

"Aww. How sweet." Celestia took the tray. "Say, this wouldn't happen to be a ploy to try to help your friend Twilight with the Fall Formal, would it?"

"No, no no!" Pinkie waved her hands. "Beauty and i just thought it was worth to bake you some cupcakes as thanks for all the good work you do for us students! Enjoy!" Pinkie waved her hand before disappearing down the hall with her usual bouncy rapidity. 

Beauty waved at Celestia as she walked away.

"I know you will." Beauty muttered. 

Celestia went inside her office, carrying the tray and using her hips to shut the door behind it. 

"What's this?" Luna asked when she saw the tray of cupcakes Celestia was bringing it.

"A gift from Pinkie Pie and her friend." Celestia rested the tray down on the desk. "Just a way of saying thank you. Dig in."

"Hmm. Well, I've been trying to watch my figure, but I suppose one couldn't hurt..." Luna reached over and picked up one cupcake, taking a bite out of it. Celestia was far more eager to enjoy, having a bit of a sweet tooth. She munched down on the cupcake.

"Mmm..." Luna moaned she gulped her bite down. "These are good." 

"Yes..." Celestia held her cupcake up. "Very good..." She mindlessly took another bite. As did Luna, despite her complaints of watching her figure. The two of them rapidly ate their way through the tray, moaning and finding them more and more delicious with every bite. 

They cupped themselves, rubbing at their breasts as they tingled. Neither of them noticing as their chests started swelling up, increasing in size, pushing out their clothes and making a button pop off in Celestia's case, giving them some lovely, large cleavages.

"Mmm..." 



Twilight Sparkle walked through the hallway, feeling uncertain and not confident in herself.  The lights seemed to have been dimmed down for some reason. The hall was so dark...

"Hello?" Twilight spoke into the empty hall. 

Where have all my friends gone? Twilight thought. 

"Twilight Sparkle?"

Twilight turned around, jumping at the noise. Principal Celestia was standing in the hall. 

"H-hello, Principal," Twilight stuttered, her eyes being drawn to the cleavage Celestia was baring. Did she have that before?"

"Heellooo,Twilight Sparkle." Celestia took a step forward, her bust swaying as she walked. "Our newest student ..."

"Y-y-yeah, that's me." Twilight backed away. 

"That makes you the perfect test subject for a new form of disciplinary action Luna and I have been considering." Celestia raised a finger.

"R-really?" Twilight asked.

Twilight continue to back away, falling and tripping on a soda bottle some student had carelessly left behind. 

"Yes, really." Celestia walked towards Twilight. "Let me help you up ..."

"Uh, no, no, that's not really not necessary, Principal!"

"Please. I insist." 

Celestia reached and grabbed Twilight by her blouse, lifting her up and then throwing her and slamming against the lockers. Twilight was too paralyzed by fear to fight back before Celestia had taken down her shirt and set about stuffing her breast into Twilight's mouth. Celestia wrapped her arms around Twilight and hefted her up, lifting Twilight off the ground, her feet dangling as she forced to drink.

"Mmmph?" Twilight groaned in confusion.

"Twilight, just do me a favor and suckle..." Celestia said. Her boob spurted its dairy product into Twilight's mouth, and Twilight had no choice but to swallow. "Yes... that's it... drink it all up. Be a good little bimbo for me ..." 

Twilight sucked and drank Celestia's milk, her eyes rolling back as the sweet flavor overwhelmed her. She let out a deep sigh, feeling her breasts grow in size. She grabbed Celestia's breast and pulled it out so she could breath.

"Are you going to be my good little bimbo student, Twilight?" Celestia asked, a devious grin on her face.

Twilight's tongue flicked out to her cheek. "Yesss ..."

"Gooood..." 

Celestia reinserted her breast into Twilight's mouth, making her drink the milk. Twilight moaned, relaxing her legs as the milk's effects gave her a proper, curvy bimbo body, her mind devolving into that of an repentant, lustful flirt.



"Hey, Sunset." Beauty walked up to Sunset, guiding Twilight Sparkle by the hand. "Got a new, fresh bimbo for you."

"You do!" Sunset exclaimed. Sunset stood next to Twilight, hands on her knees. "And are you a good little bimbo now, Twilight?"

"Sunset, you're, like, not gonna get away with this!" Twilight exclaimed. 

"Really? And what makes you so sure of that?" Sunset crossed her arms, smug as could be. 

"Well, like..." Twilight's sentence cut off. She stopped and turned around, pulling out some lipstick and applying it to her mouth. "Gosh, like, I would love to have a nice milky boob to suck for milk right now ..."

Sunset smacked her forehead as she laughed. "Oh hoo hoo! This is too perfect. I think I'll call you..." Sunset smacked Twilight's forehead. "The Queen. Ha! I'm getting better at these names, see?"

"The Queen?" Beauty asked, raising a brow.

"Yeah. It's ironic, because she's supposed to be a Princess and the group's leader, but she can't really lead anybody if she's a dumb bimbo, can she?" 

"Alright, whatever you say..." Beauty muttered and turned away, not really buying Sunset's line of reasoning, but not feeling strong enough about to raise an objection. 

"Get in there with the rest of your bimbo friends." Sunset grabbed Queen by the shoulders and shoved her into the adjacent restroom. "Yes!" Sunset cheered, pumping her fist."Do you know what this means, B.B? It means nothing can stop me now!" 

"Nothing?" Beauty asked. 

"Yes, nothing!" Sunset said. 

"Are you sure about that?"

"Yes. Why, do you know something I don't?" Sunset asked.

"I know a few things that you don't, Sunset." Beauty rocked on her ankles. "Like ... how to suck for milk properly."

"Oh, okay." Sunset exhaled a sigh. "For a minute there, I thought you might have been planning on betraying me."

"Maybe I am," Beauty murmured. 

"Okay." Sunset rubbed her chin. "So the next step is get to be Princess of the Fall Formal, let Discord take over as Principal and ..."

"Sunset, this has been a fun little joint venture, but I think it's time our partnership come to a close." B.B said. "After all, a silly little bimbo like me shouldn't be seen hanging around with oh-so-smart, pretty upcoming Princess like you, right? A rather... mean Princess, I should add."

"Yeah, yeah, whatever, go on." Sunset dismissed her, waving her hand while caught up in fantasies of what she would do once she got her hands on Twilight's crown.

"Sunset, I don't think you're hearing me. You need to read between the lines some more."

"Huh?" 

Sunset's heart stopped when she felt strong, firm hands on her shoulders and spin her around, bringing her down onto a nearby bench. Before she even realized what was happening, she felt soft flesh enter her lips, and a gush of sweet fluid rushing past her tongue, B.B laying Sunset across her lip.

"Ugh!" Sunset pulled herself off B.B's breast, spitting out what milk she could. She groaned as she felt her breasts beginning to rise up.  "You ... you traitor!" 

"Funny." B.B tapped a finger to her chin. "You're not the first one to call me that recently. You might be the first to have some actual claim to it, however."

"You..." Sunset groaned, trying to fight it, pressing her hands against her bust. "How long have you been planning this?" 

"Oh, quite a while now." Buxom Beauty's lips curled into a smirk. "This may come as a shock, Sunset Shimmer, but you're kind of mean ... and I don't like that. Just because I was, from a certain point of view, 'born' as bimbo doesn't mean I don't have my own thoughts and opinions, my own... agenda. And helping you bimbofiy Twilight's friends was all just a series of stepping stones towards my own plans."

"You... you played me." Sunset realized.

Beauty tilted her head, her smirk growing to envelope the entire bottom half of her face. 

"Like a fiddle. Now ..." 

Beauty reached down and patted Sunset Shimmer's pockets. 

"What?" Beauty asked, eyes widening and smirk fading. She stuck her hands into the pockets of Sunset's blazer. "Where is it?" B.B grabbed Sunset by the blazer and lifted her up, spitting into her face as she screamed at Sunset. "What did you do with the watch!?"

"Like, what watch?" Sunset asked with a smile, letting out a giggle. 

"Don't play dumb with me!" Beauty shook Sunset. "I didn't put that much milk into you! You should still have some recollection of your recent activities!"

"Okay, fine, you got me," Sunset said, taking on a bored expression and looking away before returning her focus to B.B and smiling. "I threw it away. After I got Pinkie Pie, I didn't think I would need it anymore, so I disposed of the evidence."

"You WHAT?" Beauty screamed, shaking Sunset again, fire forming in her eyes. B.B stood up and tossed Sunset onto the bench. "No! I need that watch for my plan!"  Beauty ripped out tufts of her hair, letting them drift to the ground. "Ugh, now I'm going to have go through every trash can in the school to find it... and that's if I'm lucky and it hasn't been hauled to the dump already! Then I'll have to go digging there. Ugh." B.B slammed her palm to her forehead. 

"Well," Beauty turned and picked Sunset up, "If I'm going to go dumpster diving, I'm going to need something better than this." She removed Sunset's blazer and put it on herself before dropping Sunset and walking away. 

Sunset huffed. "Good thing I have a spare ..." 



"Aaaah!" Rainbow Dash, having a fit of normalcy while trying to resist the urge to flaunt her hips, put her hands on her head, screaming. "What do we do? What do we do? Sunset Shimmer has totally gotten all of us and played us right into her trap! We're doomed! Doooomed!"

"Maybe not." Twilight said. "Girls, I think I might, like, have an idea! You're uh, probably really not gonna, like, like it, but the safety of Equestria, like, totally depends on it. We can still, like, turn this around."

Rainbow Dash sighed, resting against the wall. She placed a hand on her forehead. "Let's, like, hear it ..."



A few nights later, it was the time of the Fall Formal. Twilight and her friends stood on the stage, dressed in outfits which accentuated their new assets as they best could while obeying the school's conservatism guidelines. Sunset joined them, wearing the same dress she had from last year, though with an adjustment made to compensate for her bust.  Rainbow Dash blew a kiss at the crowd.

Celestia and Luna walked onto their stage, still not having quite gotten used to the balance of their chests.

"Okay!" Celestia tapped the mic to check and clapped her hands together. "Like, hello, Canterlot High! Are you ready for this year's crowning of the Princess of the Fall Formal?" 

The audience applauded and cheered. "Yeah!"

"First, I think I should, like, mention something. You may have noticed that I and my Vice-Principal-slash-sister and a few of our other students have been acting, like, a little odd lately. Just tonight, I received this letter from like, a ... "Buck-som Beau-T?" Oh, whatever, I can barely read her writing. In it, she tells me that Sunset Shimmer has been going around using these weird 'bimbofication magic' on some of our students. It's too late to change your votes because of this, but I thought you all, like, deserved to, like know."

The audience responded to this news with a well-deserved round of boos and jeers.

"Boo!"

"Get off the stage!"  

"Nobody likes you, Sunset Shimmer!" 

"Hmph." Twilight crossed her arms and smirked. "Doesn't seem like, like it was such a good idea to try to use magic and cheat to keep me away from my crown now, does it, Sunset?"

"Didn't you hear Celestia?" Sunset replied, blowing it off. "It's already too late for anyone to change their votes. That crown is still going to be mine. Nobody would dare think of voting against me. They know I'd make them suffer for it." Sunset didn't let the crowd's jeering bother her, but she did pause when she noticed Flash Sentry was one of the ones booing the loudest.

"And the winner of this year's title of Princess of the Fall Formal, by popular vote ..." Celestia announced, pulling out a different envelope. "Is ..." 

Sunset Shimmer smiled and strode forth to claim her prize.

"Twilight Sparkle!" 

Sunset stopped. "What?"

"Yeah!" Twilight waved her hands. "We're, um, not, like proud of it ... but after you and your friend turned all me and my friends into bimbos, we came up with, like, a plan to turn it to our advantage!"

"So we went around, asking students to vote for Twilight, using the 'assets' you gave us..." Pinkie said. 

"And sometimes even giving, you know, like... sexual favors in exchange for votes." Rainbow Dash waved at the crowd and blew another kiss. 

Several boys, and even a few girls, turned away from the stage, blushes crossing their faces. 

"That... does not seem entirely ethical or allowed," Luna said. "But given what we've learned about Sunset's activities, I suppose giving the crown to either one of you would be to condone your actions, and Sunset Shimmer has a far longer list of dirty deeds to her name, so ..."

Celestia beckoned Twilight over. "Come on up, Twilight."

Twilight skipped over onto the stage, passing Sunset, who could only stood there with her jaw dropped as her all her rotten actions caught up to her and came crashing down on her right when she was the closest she had ever been to realizing her ambitions.

Twilight stood in front of Celestia and giggled as Celestia lowered the crown onto her head. Celestia handed her a bouquet, and Twilight turned to the mic.

"First of all, let me just say, like, thank you to everyone in the audience who voted for me! Thank you!" Twilight blew a kiss, and the audience applauded.. "Seriously, you have, like, no idea how much this crown means to me, and the ponies of Equestria will thank for your aide in returning to its rightful owner." People in the crowd wondered what she was talking about. "I'll be going back to my home in a short while, and once there, we'll figure out a way to, like, totally cure Sunset's bimbo magic, and any others she might, like, have hiding around, and... and ..." 

The gem inside the crown gave off a shimmer. Twilight felt weak, dropping the bouquet to the floor. She stumbled away from the mic, dropping to her knees, placing her hands on her cheeks and groaning. "Ooh ..." 

Twilight's friends and the Principals grew worried. Sunset Shimmer anxiously rubbed her hands together.

And much to the surprise of all, Sunset was the first one to walk over to Twilight to check if she was okay.

"T-Twilight?" Sunset asked, cautiously reaching a hand toward her. "Are you okay?"

Sunset reeled back when Twilight stood up, glaring at Sunset with absolute hate in her eyes, her irises subsumed by a green and black flame. "You!" Twilight pointed at Sunset. "You did this to me!" 

Twilight righted her posture, standing up straight and defiant instead of the curved, submissive posture she had been using. The gem in the crown shone before shooting out beams of colorless light in several directions, causing the audience to scream in fear. Twilight's body began levitating into the air. 

"Twilight!" Rainbow Dash and Applejack ran forward. 

"I don't know what's goin' on here, Twi, but whatever it is, you'll have to stop it!" Applejack cried.

"I - I'm not sure I can..." Twilight muttered before her eyes fell on Sunset. The flames in her eyes flared up, burning brightly. "And I don't want to!"

The rays of lights redirected, aiming up at the ceiling and converging, forming into a pillar of light which came down and engulfed Twilight completely, obscuring her and turning her into nothing but a shadow - though a shadow where Sunset and the other could see pained tears going down her face. 

The light shone brightly, almost blinding all who were looking at it. Sunset raised her hand to shield her eyes. 

When the light dispersed, Sunset gasped. Twilight Sparkle was floating in the air, having been changed by the Element into a goblinoid, impish creature. She was three times the height of Celestia, tattered wings were sticking out her back, and her skin was purple, with pointed eyes, and a mane of hair and tail resembling the hair she had as a pony, clad in a blue mini-dress like the one she used for the Gala.

"Twilight?" Sunset asked.

"Ha ha ha... hahaha!" Twilight laughed, flexing her claws. Her black and purple eyes focusing on Sunset. "I can feel so much magic in me, surging through my body. It's swimming through my veins! In a way, I pity you, Sunset. You'll never know what this feels like, especially since I'm going to kill you here in a minute."

"Whoa! Kill her?" Rainbow Dash said. 

"We said we'd help you win your crown back from Sunset!" Applejack said. "Killing her was not part of the deal!"

"I am altering the deal. Pray I do not alter it further," Twilight replied, turning her attention to Sunset Shimmer. "You ... you wouldn't have any idea how use the magic properly even if you had won, would you?" 

Twilight turned to the crown. She put her hands together, forming a sphere of light in her palms. Produced from the sphere was a beam, which Twilight directed onto the crowd, which screamed as the light washed over them. Once the light had engulfed them fully and left for the next row of seats, everyone who had been in the beam's trajectory had been changed into monstrous, winged demons similar to Twilight in shape. Thus changed, they flew out of their seats and immediately began making a mess of the place, flying all around the auditorium and slashing at the walls, the stage's curtains, punching and blasting holes into the ceiling.

The audience continued to scream as Twilight's beam moved on, converting more segments of the audience into the monsters, Twilight Sparkle laughing all the while.

Sunset and the others watched all of this unfold. 

"Twilight!" Sunset shouted. "You have to stop this!"

Twilight glanced at Sunset. She dispelled the sphere and turned to Sunset. "Sunset, after all of the things you've put me through ... that you put my friends through, that you put this school through... that you put Princess Celestia through, give me one - ONE good reason why I should ever listen to a thing you have to say!"

"What is she talking about?" Principal Celestia asked, cowering behind the curtains with Luna. Luna shrugged.

Sunset balled her fists. She looked at the ground. She turned up to Twilight. "I can't. There... isn't."

"Hmph! See? Even you can't think of one!" Twilight said, making an offhand gesture. "Now, if you'll excuse me, I'm going to get back to turning every student into my army of demons, and then I'm going to burn this school to the ground, and destroy everything you love ... this school, this city ..." Twilight glanced to at the crowd. "Not to mention Flash Sentry. And then after that ..." Twilight tapped her chin. "I think I'll go to Equestria, and I'll use my army to depose Celestia off that throne. She's been useless for the last few years anyway, always relying on me to clean up her messes!"

"Twilight!" Sunset snapped. "Stop! Please!" Sunset hung her head, tears dripping from her eyes. "I'm sorry... I didn't know... I didn't... when I took the crown, I didn't realize something like this would happen!"

"Funny." Twilight said. "That didn't seem to enter your thought process and stop you from bimbofiing me and all of my friends. Maybe you should have thought of that before you did that, hmm? Tell me, where did you get that hypnotic pocket watch anyway?" 

"I, uh... Discord gave it to me." Sunset rubbed the back of her neck. 

"Discord's counterpart is here?" Twilight's eyes widened. "Well, I guess I'll have to add him onto the 'List of People I Have To Kill When I'm Done Here.' So let's see, that's you, Flash Sentry... no, no, I have to kill Flash Sentry before you, right in front of your eyes, otherwise what's even the point? And Discord. Anyone else?"

"Twilight Sparkle, stop this!" Sunset insisted, tears continuing to fall. "Look at this! What would your friends on Equestria think? This isn't what Celestia would want!"

"What would you know about what Celestia would want? You ran away from her because you're a coward who couldn't handle the responsibility,  and a bully who couldn't be called upon to care about anything but herself! You haven't seen her in years!"

"That's... true." Sunset admitted. "But please, this has to stop!"

"So you kept saying and repeating yourself. And I'll repeat myself; give me one good reason why I should listen to you!"

Sunset looked down. She shifted her eyes, trying to think. She looked up. 

"Take me."

Twilight was surprised. "I'm sorry, what did you just say?"

"Take me instead." Sunset gestured to herself. "I'm the one who did all this. I'm the one who stole your crown, who bimbofied you and your friends. It was all me. Well, and technically Discord and Buxom Beauty, but they were doing because I asked them to. Nobody else here tonight has done anything to wrong you. No one did anything to hurt you. It was me. It was all me, Twilight. So... please..." Sunset's voice cracked, her tears dripping to the floor. "T-take me instead... take me, and - and molest me, kill me, kill me and bring me back to life so you can kill me over and over again, turn me into a newt, whatever you think is fitting punishment... but p-please..." 

Sunset wiped a tear from her eye. 

"Don't - don't punish anyone else because of my sins."

"Sunset..." Twilight said quietly. Sunset's words finally seemed to register with her. 

Twilight looked over the audience. The demons, the monsters, currently engaged in the process of destroying everything, tearing apart the walls, picking up chairs and smashing them against the floor ... all the rampaging demons who the audacity to commit the crime ... of enrolling and attending Canterlot High.

Twilight cupped her cheeks. "What am I doing? You're right, Sunset. This isn't what Celestia would want... what would my friends think?"

Twilight began descending towards the ground. She created another sphere of light, and reached up to her head, picking up the crown and taking it off. The sphere shimmered before casting a flash across the whole room.

When the light cleared, Twilight was lying on her knees on the stage, holding the crown in her normal, (relatively speaking) human hands, her dress in tatters, mascara running down her cheeks as she cried while contemplating the crown. 

Everyone else who'd been transformed was restored to their normal human forms, feeling dizzy and tired after trying to recover from their experiences. A few students who had been in the process of trying to smash a chair abruptly dropped the chair, which had the side effect of destroying the poor thing anyway.

Sunset walked up to Twilight and offered her hand, tears still streaming down her cheeks. "I'm sorry."

Twilight looked up at her with uncertainty. She held up the crown, gazing at her reflection inside. Keeping the crown to her stomach, Twilight took Sunset's hand, and Sunset helped her to her feet.

"I forgive you."

Twilight looked over Sunset's shoulders at her friends. 

"Even if they might not."

"Heh." Sunset rubbed at the back of her neck. "I guess I have a lot of making up to do, huh?"

Twilight reached up and brushed Sunset's tears away with her finger. "You do."



The next morning, Beauty returned to the school, covered in grunge and grime, dirt in her hair.

"Boy!" Beauty exclaimed, "you go out dump-diving for a magically pocket watch, you turn your back on the school for one second and everything just falls apart while you're gone!" 

"Anyway..." Beauty held up the pocket watch, gathering Twilight and her friends together in one place. "Twilight Sparkle, if I could the trinket you used when you were trying to cure me from Fluttershy?" 

Twilight looked uncertain. 

"I promise I'm not going to destroy it," Beauty said, extending her hand. "I just need it for something..."

Twilight pulled out the trinket and placed it into Beauty's hand.  

There was a series of flashes of light, and when they were done, Twilight's friends found themselves staring at their bimbofied reflections, separated from them the same way Beauty had been separated from Fluttershy. 

"Whoa," Rainbow Dash observed, looking up and down Wide Load standing in front of her. "Hoo! Trippy, man."

"I'm sorry for helping Sunset Shimmer to bimbofy your friends, Twilight." B.B said, handing Twilight both the watch and the trinket. "But I just... I had a plan, and I wanted some like-minded company... I wanted some friends I could call my very own. I didn't mean to hurt you or your friends... and I definitely didn't mean to let whatever happened in the auditorium happen. Like, seriously, what happened there? It was like a twister came through."

Twilight scratched her head. "Honestly, Beauty, I'm not entirely sure what happened myself. So, now that you've got your friends, what will you do now?"

"Who knows?" Beauty said. "We definitely won't be hanging around here, that's for sure - it would be too awkward." Twilight chuckled. "We'll go out there ..." Beauty turned towards the front entrance. "And we'll make our own path. We'll explore. Who knows? We might just start up a call girl service or something."

Twilight, Rarity, Rainbow Dash, Fluttershy, and Applejack all blushed. Pinkie didn't seem to mind.

"I'm kidding. Maybe." 

B.B led her bimbo friends out of the school, waving goodbye to Twilight and her friends. "Bye!" 

"Bye!" Twilight and her friends waved back.

"You think we'll ever see them again?" Fluttershy asked.

"I hope not. Ugh. Ew. Why would you even want to?" Dash asked.

"Well ... it may have been a part implanted by Sunset Shimmer for her evil plotting, and it may not have been a very good part ..." Fluttershy put a hand to her chest. "But B.B was still a part of me."

"I say good riddance." Dash waved.

"Indeed. Do you suppose they might very well start up a call girl business?" Rarity asked. "I don't have much taste for the idea of a physical duplicate of myself selling out her body like that. How would that reflect on me?"

"Who knows?" Twilight asked. "They could do that. Or they could explore a bit. They could be adventurers, teachers, or scientists! There's an unlimited, untapped potential in them... and if opening up a service is a happy ending for them, who are we to judge?" 

Rarity raised a brow in confusion. "You haven't been in the human world very long, have you, Twilight?"

"Hey, girls."

Sunset Shimmer walked up to them, hands in her pockets. Everyone but Twilight turned away and coughed, while Twilight turned to Sunset.

"Hello, Sunset." Twilight said. "Come to start making up for all the things you did?"

"Yeah, something like that. Could I have a seat?" Sunset said. Twilight moved to let Sunset sit down. "Where do I even start? 'I'm sorry for making an unholy alliance and turning you all into bimbos'?'"

"It'd be a start, at least." Applejack said.

"I'm sure you'll think of something." Twilight said. "After all, you're smart, right? You were Celestia's student once. You have to be pretty smart to qualify for that."

"Yeah, y'all still haven't explained about that..." Applejack said.

"Yeah, I guess that's true." Sunset admitted. "But still... can I really ever make amends? Will your friends forgive me? Will anyone in the school forgive me? Flash Sentry? The Principals?"

"Well, I can't say anything for certain..." Twilight said. "But I know my friends and I have forgiven some pretty heinous stuff in my world, and if everyone here really is a mirror of everyone from my world... then I'm sure you'll be able to figure out something, and they'll forgive you in no time."

Sunset sighed. "I hope you're right..."

"Girls?"

Sunset and Twilight snapped to when Principal Celestia came up to them.

"I'm sorry to interrupt your talk, but there are some things we need to go over." Celestia said. "First off, we need to discuss who's going to pay for the damages to the auditorium." 

"Oh. That, heh heh." Twilight said. "I'll, uh, I'll go ask Princess Celestia if she can spare a few funds from the royal treasury. I'm sure, given the importance of my mission, she'll be happy to cover the cost."

"You keep going on about that. I hope your currency has a good exchange rate." Principal Celestia said. "Second, although I don't deny that if not for you, Sunset, we would likely all still be demons running amok and destroying things..."

A police officer walked up to them. Twilight was confused, while Sunset looked at the ground, knowing exactly what this meant. 

"There is still the matter of you committing what is nothing more or less than indirect sexual assault against several students. Now, you could reduce your sentence depending on a few thing, if the students decide not to press charges, and perhaps if you plead guilty, you could continue going to school under probation."

"But we still need to take you in for questioning and booking," The officer said. 

"And I'm not sure what kind of offense making a... bimbo clone of someone would constitute, but I'm sure I'll think of something."

Sunset Shimmer sighed. "I understand." She stood up. "I'll see you later, girls... I hope." 

The officer placed a hand on Sunset's shoulders as he took her out of the building. Twilight's friends looked away.

"It doesn't seem entirely fair," Twilight said. "She keeps me from destroying the school, maybe even the world, and she still gets punished in the end anyway."

"Twilight... maybe things are different on Equestria, so this might be hard for y'all to understand ... but she was kind of mean, and she did do a lot of bad stuff. And that means she's gotta pay for it somehow. We got a sayin' 'round here - she did the crime, now she has do the crimes."

Twilight sighed, resting her head on her hands. "I guess ... still doesn't seem fair to me. If Sunset is getting punished, shouldn't Beauty be too?"

"Yeah, but she's already gone..." Dash muttered. 

"I don't think we should punish Beauty, either... I mean, what she did was wrong, but she didn't want to hurt us, did she?" Rarity asked.

"That's not fair..." Twilight muttered.

"Who knows? Maybe we can bail Sunset out of it somehow..." Rarity said.

"Yeah... maybe."