It was late at night in Ponyville, and Rarity slept soundly in her bed. She was, for the most part, content.

Except for one tiny little detail. It was a minor thing. Just a nitpick, really.

Her memory of the event had been wiped, but earlier that day, she'd been the victim of a special kind of magic called 'bimbofication.' Courtesy of a long and convoluted plan by a bored and – by his own admission – sexually frustrated Discord to amuse himself. He didn't mean any harm by it; he just wanted to have some fun.

What Discord did in pursuit of that fun was questionable, no doubt about it. So Discord, trying to make sure everyone went home unscathed from the experience, wiped their memories of the event. Everyone goes home, they don't remember being turned into sex-crazed busty ladies, and Discord gets his fun without getting punished for it. Everyone's happy, right?

Well, almost. When Discord did the memory wipe, for some reason or another, the triggers and conditioning in Rarity didn't go away completely.

“I'm ...” Rarity tossed and turned in her sleep, repeating this mantra to herself. “A good … boob-loving bimbo.”

“A good … boob-sucking bimbo.”

Rarity rose up from her covers. Her eyes still closed, she tossed her legs off the side of the bed before walking to the door.

“Mmm ...” Fluttershy sighed in her sleep, smiling from peaceful dreams under her sleep mask. However, her ears picked a quiet noise as her sheets were shifted around.

“Angel, is that you?” Fluttershy asked, still mostly asleep. “Angel, you don't have to be so shy about getting into bed with me … hmm … mmm.” Fluttershy grew more and more awake as something crawled around on her body. Something warm. Something human-shaped.

“Mmm ...” Fluttershy winced as whatever it was continued to crawl around. She could sense its hot, heavy breathing, almost as if it was sleeping … when whatever it was pulled her nightgown down, Fluttershy was sure it was some sort of intelligent predator out to strike her.

“Oh, um … please don't bite my neck, Mister Vampire Man.” Fluttershy asked. “I don't want to grow bat wings and fangs! … or sparkly skin, which might not be bad by itself, but then you throw in the vaguely romantic-abusive undertones and a lack of understanding about how pregnancy works!”

Fluttershy tensed up, knowing whatever it was had its body on top of hers. She was too afraid to pull her mask up. All she could do was begin preparing herself for whatever horrible fate it had in store for her. Which was to … wrap its lips around her breast and begin to suckle?

“What?” Perplexed by this odd development, Fluttershy at last found the courage to pull up her night-mask. It was not what she was expecting; rather than a vampire or a manticore or some kind of teenage mutant ninja scorpion, it was her friend, Rarity. With her eyes closed, gently nursing her breasts.

“Rarity?” Fluttershy asked, sitting upright. Rarity remained attached to her chest. Fluttershy could see Rarity must have been half-asleep, if not sleep-walking. “Rarity.” Fluttershy pouted and snapped her fingers. “Rarity, wake up. Rarity! Come on, time to wake up …”

“Grr ...” After several minutes of snapping her fingers, during which Fluttershy had to tolerate the uncomfortable feeling of Rarity's lips on her breast, Fluttershy lost her patience. “Rarity!” She slapped Rarity across the forehead. “Wake up!”

“Wha – huh?” Rarity's eyes opened as she reeled from the blow. She rubbed her head, widening her eyes when she saw Fluttershy's uncovered breasts. “Goodness me, darling, make yourself decent!” Rarity put a hand in front of her eyes.

“'Decent'?” Fluttershy crossed her arms. “You're the one that did this to me!” Fluttershy looked down and saw she still hadn't pulled up her dress. She uncrossed her arms, pulled her nightgown up to cover herself, and crossed her arms again.

“I am?” Rarity scratched her head. “Fluttershy, you can't really be suggesting I am the cause of your indecency?”

“Yes! You were like … sleep-suckling!”

“I was?”

“Yes!” Fluttershy blushed and turned her head. “It was … kinda cute, actually, in hindsight. But still! What makes you think you can come into my house, crawl onto my bed, and try to nurse me like that?”

“Darling, I really don't know what you're talking about.” Rarity looked around. “I'm not even sure how I got here ...”

Fluttershy raised her eyebrows. “You seemed to be sleepwalking.”

“Surely I didn't sleepwalk all the way from my bed, in my home, down the stairs, through Ponyville and into your house and maneuver myself under your covers?” Rarity asked. "Did I?"

“Hmm.” Fluttershy rubbed her chin. “We better get you to Twilight.” Fluttershy yawned. “Not right now, though.”

Rarity nodded. “First thing in the morning.”

“Why don't you ...” Fluttershy yawned again. “Sleep here tonight, so I can keep an eye on you?” Fluttershy rolled over and crawled back under her sheets. “But don't try to suckle my breasts again.”

“I'll … try not, but I can't make any promises.” Rarity got up and went towards the couch.

“So walk me through this one more time.” Twilight said, having hooked Rarity up to the same machine she used when she tried to figure out Pinkie Pie's Pinkie Sense. It was the morning, and they had gathered up all their friends in an attempt to figure out what was going on.

“I was sleeping in my bed,” Fluttershy said, “when I felt something move. A few minutes later, my nightgown was pulled down and Rarity was nursing my breast.”

“Really?” Rainbow Dash asked. “Man, I could hear that story a hundred times and I still wouldn't believe it.”

“Rarity, what's your version of the story?”

“I was sleeping on my bed. Something hit me, and I awoke to the sight of Fluttershy's exposed breasts.”

“Something hit you?”

“I may have, um, slapped her.” Fluttershy admitted. “You know … to wake her up.”

Twilight turned away from Rarity. She examined the results of the machine's scans of Rarity's brainwave patterns.

“Well?” Rarity asked.

“There's definitely something going on here.” Twilight stroked her chin. “There's a tiny liitle pattern that shouldn't be there, but I don't know what it is. I'll have to do some more research into it.”

As Twilight set about releasing Rarity from the machine's restraints, there was a flash of light overhead. Everyone raised their arms to shield their eyes. When the light faded, everyone glared at Discord, floating in the air above them.

“What do you want, Discord?” Rainbow Dash asked.

“Oh, nothing much.” Discord floated backwards through the air. “I just want to know why when I went over to Fluttershy's house for our usual picnic this morning, she wasn't there.” He reached over and cupped Fluttershy's chin.

“Um, well ...” Fluttershy mumbled.

“That is … to say.” Rarity added.

“Uh … because … er.” None of them wanted Discord to know what had happened. They would never hear the end of his crude jokes.

“We're trying to figure out why Rarity was sleep-walking and suckling Fluttershy's breast in the middle of the night!” Pinkie declared, earning groans from everyone present.

“PINKIE!”

Discord pulled at his beard, appearing unfazed by this news at first. His eyes widened as he realized something. “Is that so? Well ...” he patted Fluttershy's and Twilight's head. “I guess I'll just leave you to it. Let me know if you make any progress.” Discord floated himself over to the door. He set himself on his feet, conjuring an umbrella and sunglasses. He opened the door, only to disappear in a flash of light.

“Huh.” Applejack said. “That was oddly supportive, coming from Discord.”

“See? He's not so bad.” Fluttershy said with a smile. Rainbow Dash scoffed.

They returned to trying to figure out what was wrong with Rarity.

During the evening, the girls sent Rarity home before returning to their own houses. They had failed to make any headway into figuring out what was going on with her, or what her unusual brain pattern was.

Rarity walked into bed, getting under her covers. She hoped tomorrow would bring more answers, or perhaps Twilight would have an overnight breakthrough. Sighing, she closed her eyes and hoped this time she wouldn't wake up in one of her friends' beds.

No sooner than she had fallen asleep, however, did a shadow appear in her bedroom window. The stranger pulled her window up and slithered in, revealing itself to be Discord.

Discord walked over to Rarity's bed, bending over to observe her. He rubbed his chin, contemplating as Rarity's chest rose and fell from steady breathing.

“I know what's happened to you.” Discord turned away from the bed. “Obviously, you still have a bit of the bimbofication magic from our adventure yesterday inside of you … the question is, what will I do about it?” Discord looked back her. “You look so cute when you're asleep.” He mused. “I COULD cure it … but I could also play with it some more. Play with you some more. Hmm.”

Discord stared at her for awhile. He turned away again, reaching into his pocket and pulling out a quarter.

“Tails, I cure her. Heads, I play with her some more.”

Discord flipped the coin into the air and caught it in his palm. He looked down to see it was heads and smirked.

“You know … I think that was what I really wanted to do anyway.” Discord flashed a smile before snapping his fingers. A flash of light engulfed the room.

“Huh?” Rarity blinked and shook her head. She rubbed her eyes to make sure they were clear before looking around again. “Wasn't I asleep in bed?”

She was standing in a hallway, stars glittering from a window. From the coloring of the walls, Rarity would say she was in a hospital. She looked down to see she was in a skintight nurse costume which hugged her curves. She pulled off her cap to see it had a pink heart where the medical symbol was supposed to be.

“Oh no.” Rarity put the cap back on and buried her face into her hands as the memories began to come back to her. She knew where this place was. She knew this hospital.

“Paring Nurse Rarity.” A voice said on the P.A. “Paging Nurse Rarity. Rarity to Room 69.”

“No!” Rarity stomped her feet and crossed her arms. “No, no, no! I already played your stupid game once, Discord. Not again. Not this time!”

Rarity heard a door creak open behind her. She turned around and could hardly react as a long cane straight from a cartoon popped out from the door and hooked around her torso, before pulling her inside the room.

The door slammed shut as Rarity found herself face to face with Discord.

“But Rarity, didn't you have a good time the last time you were?” Discord asked smugly as he took the hook off her waist.

Rarity crossed her arms again. “No!” She paused, remembering how helpful and encouraging Fluttershy and Pinkie Pie were during their … encounters. “Maybe.” She pouted to one side as she thought about it some more. “No. No, I did not!”

“Oh, no?” Discord wrapped an arm around her shoulder and moved her toward the bed. “What about the patients? Didn't you enjoy them?”

Rarity, despite her better judgment, turned around to see the patient she recognized as the one from Room 69. It was the same attractive, muscular build, the same face, which seemed to blur and become unrecognizable … and the same cut in his gown showing his pulsing, throbbing member.

“Hello.” The patient waved at her. “Are you my nurse?”

That phrase seemed to be a trigger of some kind for Rarity, as her neck whipped around and she had a forced smile. “Y-yyyyes- no! No, I am not!”

“Don't worry.” Discord assured him. “This is Nurse Rarity, and she will take care of you.”

“Nurse Rarity?” The patient asked, pushing himself up. “Oh, I loved it when she was here last time.”

“Thank you.” Rarity looked at him to think before blushing and turning away at the sight of his member.

“Oh, come on.” Discord pinched her head and turned it around so she was looking. “You want this, don't you?”

Rarity caught a glance at the member one more time. She wanted to turn her head away, but it was too late; the little leftover bit of bimbo magic in her brain was beginning to stir.

Yes … a female voice whispered in Rarity's head. Go on.

“Y-yes.” Rarity stuttered, her eyes focused on the rhythmically-pulsing member. Rarity considered that she was reacting much like males do when they see jiggling, bouncing breasts.

Rarity began to walk towards Patient 69. Her movements were stilted and awkward as she continued to try and fight it, but she soon reached the end of the bed. She bent over, her mouth wide open, and wrapped her lips around the member.

As it had the last time she was here, the member begin to grow and stretch – seemingly in response to coming in contact with the inside of her mouth. It shoved its way inside, making sure Rarity couldn't separate from it easily even if she wanted to – and she didn't want to.

Rarity began the long process of sucking the member. Her lips traveled up and down as she sucked its length. Rarity moaned, already anticipating what she was craving. She could feel it begin to pulse and throb, but that wasn't enough for her.

She pushed her mouth further down on and begin to lick, moving her tongue up and down as she continued to suck.

“Ooh … ooh …” Patient 69 began to moan, the time between contractions of his member growing shorter and shorter. Rarity was almost expecting his member to grow again, just for her. Just to satisfy her.

As the pulsing increased, so did Rarity's sucking. She was determined to see him orgasm.

And eventually, he did. His member pulsed and pulsed, teasing her. She could feel the pressure inside of his member as it went through his systems before releasing his spooge straight into her mouth.

“Mmm mmm mmm mmm!” Rarity moaned as she was given a forceful reminder of just how good the nectar from all these patients tasted. She loved the taste.

Discord must have strengthened the entire hospital, as the last time Rarity was here, she had to go through several patients before the bimbofication magic took hold. Patient 69 just tasted good and made her breasts grow. But this time, she could feel his hot, thick (sooooo thick) nectar diminish and impair her ability to form thoughts. But that was okay. She didn't need thoughts. She just needed big, bouncy boobs to attract handsome men and big, plump, shiny lips to suck their equipment.

Which she was certainly getting, oh yes. Already she could feel it as her lips swelled up, becoming thicker and redder and shinier. She briefly thought they might look better in a purple color. Her breasts were growing as well. Rarity had to put her hands to her chest to really enjoy it as they increased in size, pushing up against the fabric and making the nurse costume even tighter on her skin – from a slightly-above average chest size to boobs the size of soccer balls.

“Mmm ...” Having swallowed his entire orgasm, Rarity pulled away from him, closing her eyes as she fondled her breasts. “It's so good … I forgot how good it was.”

“There.” Discord said. “Doesn't it feel good to be a bimbo?”

“Yes!” Rarity enthusiastically agreed. “Hmm?” She noticed the patient get up from his bed. He stood up, his erect member still pulsing through the gown.

“Oh! I see where this is going ...” Rarity got down to her knees to submit, her mouth hanging open. A bit of drool dripped down as she awaited Patient 69's next move.

Patient 69 moved forward, shoving his member into Rarity's open mouth. Rarity tightened her lips around it and resumed sucking.

I love sucking … Rarity thought. I love … nursing his HUGE … mmmph!

Both of them moaned as Rarity sucked harder and harder. She loved the feeling of having it in her mouth. She loved being a submissive bimbo.

She nearly squealed with delight as she felt his member begin to pulsate again, a sure sign she was about to get another orgasm out from him.

“Gah!” Rarity exclaimed as his pulsing member released for the second time, pouring his nectar down into her mouth. “Ooooh ...” She moaned as it washed over her tongue before settling into her throat and going down into her stomach. She continued to suck while he orgasmed; she didn't want to miss anything. Lumps formed in her throat as she was made to swallow quite a bit before this second orgasm played out.

Rarity pulled away from him again. She put a hand to her flushed cheek, still moaning at the aftertaste. “Ooooh ...”

“Who's a good suck-happy bimbo?” Patient 69 asked in an unusually polite and supportive voice, given what he was doing to the poor woman.

“I am!” Rarity raised her hand. “I'm a good suck-happy bimbo!” She laughed and giggled at herself before feeling pressure in her breasts. She could do little other than set her head back and relax as she enjoyed the feeling of her lips and boobs growing even more. Her boobs – her wonderful, bouncy boobs which she loved so much – grew to the size of bowling balls. Her lips, meanwhile, were twice their original size and thickness.

“Mmm?” Rarity was surprised when Patient 69 came back for a third round. Forcing his still-erect member into her mouth, Patient 69 pushed and forced her backwards until she was lying flat on her back, with his upturned member in her mouth.

Surprised, but not complaining. Rarity was ready to give him more if he was ready to give her more. Her lips still bobbing up and down, she willingly sucked him for a third time. With her enhanced lips, she was sure it was to go easier than the first few times, but she was low on patience. She already had two doses of his addictive spooge – she needed more, and she needed it now.

Seeking to bring their session to a close, Rarity put her hands under her boobs and pushed them up, encasing his member with her mounds of flesh. She bounced them and jiggled them onto his member while continuing to suck it. She wanted him to orgasm. She wanted him to orgasm once, and then just orgasming permanently, so she never had to stop drinking his delicious spooge. But she knew it couldn't be that way.

… or could it? She would have to ask Discord when she got done.

Pulsing rapidly, appreciating the attention of both her mouth and her boobs, the member let loose a third and final orgasm, infecting Rarity's mouth with its taste one more time. She closed her eyes and clawed her fingers as her tongue – and her mind - was overwhelmed by his nectar. She couldn't stop thinking about it. She couldn't stop drinking it. It was so good. It was going to make her boobies and her lips so big, so very big, so she could keep being a good, suck-happy bimbo nurse.

She loved the feeling of her mind going blank as the spooge went down. It was the best. The BEST.

It was so much FUN being a bimbo. She didn't have to think about her dresses for clients, or fighting some horrible monster to save Equestria. She just had to think about being a good little nurse who nursed her patients.

Finally done, Patient 69 pulled himself and returned to his bed. Rarity laughed and giggled on the floor, only stopping to moan as her breasts jiggled as they grew once more, this time graduating to the size of beach balls.

“Heh heh heh heh ...” Rarity giggled again, running a finger over her growing lips, which were as red as rose petals. She pushed herself up. “That was, like, SOOO good.”

“See?” Discord asked. “Isn't being a bimbo so much … easier? You don't have to deal with all those pesky thoughts.”

Rarity giggled before answering. “Yes. No pesky thoughts for me! Hehehehe ...” She looked down and, enraptured by the sight of her own breasts barely held back in her outfit, used her hands to rub them and bounce them up and down.

“By the way, Rarity,” Discord reached over and pulled open the door, “I think I have someone here you'll want to meet.”

Rarity went into the hallway, not-so-secretly reveling in the feeling of her massive breasts bouncing up and down with each step. They were so jiggly! So … good.

“Id!” Rarity exclaimed, rushing to hug her black-clad clone.

“Rarity!” Id returned the hug, taking time to push her breasts against Rarity's. “What happened to you? You look … good.”

“I, like, embraced being a bimbo!” Rarity said, giggling. “It feels soooo good. I don't have to think about anything at all! My head is, like, totally empty.” Rarity rubbed at her stomach and her breasts. “Can't say the same for the rest of me, though!”

“Really?” Id said. “That's great! Let me have a look ...” Id leaned and gave Rarity a smooch on the lips, taking her time to enjoy Rarity's new thick, shiny lips. “Mmm!” Id moaned as she separated from Rarity. “Now those are some delicious lips.”

“Thank you!” Rarity ran a finger over her mouth. “Mmm …” She started looking around the hallway. “So, like, which patient should I go see next?”

“Hmm.” Id pressed a finger against her cheek.

“Actually, ladies ...” Discord appeared and wrapped his arms around both of them – a bimbo on each side. “I have a little job for you.” Discord walked them into the hallway. “You see, Rarity, I brought your friends back over, too. And, well … they're not taking to the bimbo thing as much as you are.”

“Okay.” Rarity raised an eyebrow.

“So I have a request for each of you.” Discord released them from his grip and clapped his hands. “I want you two to work together … and bimbofy the rest of Rarity's friends.” Discord smile. “Do you think you can do that for me?”

“Hmm.” Rarity pouted. “Will I get to suck their boobs?”

“Of course!”

“Then yes!” Rarity nodded. “We'll do it.” She exchanged smiles with Id.

“Excellent!” Discord gave a big, psychotic smile.

Footsteps could be heard coming down the hall, and a shadow rose on the wall.

“Oh!” Discord hid behind Rarity. “Look! I think Rainbow Dash is coming down the hall! You better think fast. Ciao!” Discord waved his hand at them before going back into Room 69 and closing the door.

Rarity and Id looked at each other, then looked down the hall, crossing their arms. When Rainbow Dash reached them, she would know they meant business.

Author's Note

This chapter proofread by Captain Croissandwich.