Celestia woke up on the floor, rubbing her sore head.

“Ooh … what hit me?”

The last thing she remembered was being knocked out by a blow to the back of her head. She looked around and saw she appeared to be in a hospital, which she could tell from the checkerboard pattern on the floor and the medical supplies on the cabinets.

“Where am I?” Celestia asked, standing up. She noticed she was still in her regular clothes—a white, flowing dress—so at least she hadn't been changed while she was out.

The door clicked open.

Celestia whipped around, ready to fight if she had to, but she wasn't unprepared for the sight that greeted her in the door. Applejack looking … different. Celestia didn't remember Applejack being so busty, or muscular, or nearly as tall she was currently.

“Princess?”

“Applejack? What are you doing here?” Celestia asked.

Applejack giggled. “I'm here to take y'all to the Director for your check-up, Princess! Would you follow me?” Applejack gestured to the doorway. Her southern accent seemed more pronounced than usual, almost like a caricature of herself.

Celestia wasn't sure if she should trust Applejack, given how she was woken up and how strange Applejack was acting, but not seeing much of a choice if she wanted to get anywhere, she went out the door and followed Applejack through the hall.

A man in a gown passed them by and waved at them. Celestia found something off about the perky manner in which he greeted them, and that he didn't seem to be at all concerned the Princess of Equestria was walking through the building. She didn't expect him to get down on his knees and bow to her, but she found a little odd that there was no acknowledgment of her title.

“Wait here,” Applejack said, stopping Celestia in front of a door with “DIRECTOR” printed on the window in a black letter. Applejack knocked on the door and went inside.

Celestia crossed her arms, waiting for her to come out. She looked out the window and saw it was pitch-black outside. How long had she been out?

“Director? I have Princess Celestia waiting outside. She's ready for you.”

“Good. Send her in.”

Applejack opened the door. “The Director will see you now.”

Celestia became even more unnerved as she passed Applejack and went into the Director's office. Applejack waved at her and left.

“Come in, come in. Have a seat.” The Director said, waving her hand from behind her leather swivel chair. Her office was elaborately decorated, with fine carpet and comfortable seats, two of which were set up in front of the desk.

Celestia felt the chair with her hand, checking it for traps, like a pin or a pressure activated ejection button. She sat down. “If you don't mind my asking, what am I doing here, Director … I'm sorry, I didn't catch your name?”

The Director's chair spun around.

“Rarity, darling,” Rarity answered, smiling with her shiny, pink lips, a cigar smoking in her mouth.

Celestia blinked, taking in Rarity's busty, curvy body. She was suspicious of this hospital, if that's what it was, since she was woke up, but now she was sure something was going on. Since when was Rarity a blonde?

“Rarity?” Celestia asked. “I'm sorry, Director Rarity?”

“Oh, there's … like ... no need to be so formal, darling,” Rarity said, getting distracted by her long, pink nails. She adjusted the cigar in her mouth before wrapping two fingers around it and taking it out, blowing a puff in Celestia's direction. “After all, we're friends here.”

Celestia winced and closed her eyes, turning away from Rarity and trying to shoo the smell of the cigar's smoke away. Strangely, it didn't smell at all unpleasant, smelling like lavender soap and flowers instead of burning nicotine and tar. “Um … yes, quite.”

“So, Rarity … what am I doing here?”

Rarity gave a calm smirk, puffing out another a puff of smoke which Celestia scrunched her nose at. “Discord wants me to liven you up and turn you into a bimbo.”

“A … bimbo?” Celestia asked with disbelief.

“Yes! Surely you've noticed the changes to Applejack and myself.” Rarity gestured proudly to her bust. “Discord wants me to make the same improvements to you. You see,” Rarity's voice took on a sad tone, “Discord's been attracted to you for as long as he can remember, but you've always been too much of a stick in the mud for him. Too stiff, too obsessed with rules and order. But now … now it's time to let all that go.” Rarity smiled, blowing out another puff of smoke.

“And what makes you think I would even consider letting you make these kind of changes? And for Discord?” Celestia asked.

“I have my ways,” Rarity replied coyly.

Celestia shook her head. “Rarity, don't you see what's going on here? Discord's using you! He's done something to your mind, and he's using to get to me.”

“I know!” Rarity said. “And between you and me, as a good little bimbo, it feels soooo gooood to be used!”

Celestia's jaw hung agape. She could see she wasn't going to get through to Rarity. She needed an escape plan. She pushed herself out of her chair.

“Oh, calm down, Princess.” Rarity said. “Discord just wants to have his fun, and then he'll send us all home, back to normal. Sit back down.”

Rarity blew another puff into Celestia's face, and the smell was relaxing enough to make Celestia do as she was asked, sitting back down into the chair.

“You should calm down, Princess. You really need to learn how to relax.” Rarity crossed her arms behind her head, leaning backwards. “Just … let go. Enjoy yourself. You've been ruling Equestria for so long, always taking control in a crisis Well … I would say it's time you let someone take control of you, just for a little while, so you don't have concern yourself with that heavy … laborious … thinking.”

Celestia wobbled in her seat. Yes … relax. What Rarity was saying making so much sense, even though in the back of her mind, Celestia knew it shouldn't be.

Celestia's breasts felt tender. She placed a hand on them and rubbed. They felt so smooth. So tender and soft and ripe, like fresh fruit. They needed to be squeezed. Why was she feeling this way?

And it hit her. The cigar.

“What's in the cigar, Rarity?” Celestia asked.

Rarity smiled, popping the cigar out of her mouth. “I was wondering when you'd catch on. We all knew you would never let yourself be bimbofied by our usual methods, so Discord devised something a bit more … subtle for you. It's made of lavender, some flowers, and of course, a few aphrodisiacs. Here.”

Rarity reached over the desk and gently set the cigar into Celestia's mouth.

“Why don't you have it for a while?” Rarity asked. “I'm sure it will make good practice for when you start sucking.”

Celestia, still trying to fight it, but losing her resolve due to the drugs, gently sucked the cigar into her mouth and blew out a puff.

“That's it.” Rarity placed her hands on the desk, watching Celestia. “That's it, darling. Just let go. Don't worry. Someone will be here to relieve you soon.”

Celestia sucked on the end of the cigar, tilting her head up as she puffed out another wonderful cloud of smoke. It smelled so sweet. It made her feel good, if a little dizzy in the head, but she couldn't get enough of it.

“That's it.” Rarity encouraged her. “Take it all in. breath it in deeply. Let go. Let go of all those inhibitions, all those … thoughts. You won't be needing them anymore. Not for a while.”

“Mmm … mmph!” Celestia, having a sudden spurt of willpower, grabbed the cigar and ripped it from her mouth. Seeking to remove the source of her problem, she set the cigar on the desk and smashed it with her fist.

“Oh,” Rarity cooed. “You shouldn't have done that. Now all the aphrodisiacs are going to get into the room.”

Celestia thought Rarity was making something up to scare her, but she was right, as both women got a powerful whiff of romantically-scented flavors as the chemicals from the cigar escaped into the room. Feeling a sudden rush of amorous feeling, both Rarity and Celestia squealed. They leaned back against their chairs as they dealt with the rising emotion in their own ways. Celestia clutched gently at her chest while Rarity sinfully and indulgently rubbed, squeezed, and bounced her own breasts.

Rarity regained control of herself for a moment, pressing a finger to a P.A on the desk while massaging her breast with her other hand. “Send in the first visitor for the Princess.”

“Visitor?” Celestia asked.

The door swung opened, and Twilight Sparkle strolled into the room, swaying her hips.

“Twilight Sparkle?” Celestia asked as Twilight walked over to her chair.

“We figured we would have better luck with you if we started off with a familiar face. You know, someone you were close to,” Rarity said.

“Twilight Sparkle, I … I don't think you should be doing this-”

Twilight put a finger to Celestia's lip to silence her.

“Shh.” Twilight wrapped a hand around Celestia's cheek and leaned in close. “Let me be good to you.” Celestia gave in, fluttering her lashes, teasing for Twilight to come closer. Twilight pulled Celestia into a kiss, firmly planting their lips together. As they rubbed their mouths together, their tongues sliding through and making their way into the other, Twilight's hand reached up and squeezed Celestia's breast, a feeling which Celestia had been needing to have since her first whiff of the cigar's aphrodisiacs.

“Mmmmm … yes,” Celestia moaned. She wrapped her hand around Twilight's wrist and guided Twilight's hand to dig further into her breast.

“My faithful student ...” Celestia said. “Why don't you … show me what you've learned?”

Twilight giggled. “Okay!” She opened her mouth and bit down on Celestia's neck, nibbling it.

Twilight reached over and grabbed the edge of Celestia's dress, pulling it down to expose the side of her cleavage. Twilight giggled and snorted, amused by the idea she was going to see Celestia's raw, bare breast.

The door creaked open, and Fluttershy poked her head through. "Um, Twilight? There's this patient asking for you ..."

"Ugh!" Twilight groaned and rolled her eyes. "Can it wait? I'm busy!"

"Um ... no, not really," Fluttershy shook her head. "They're being quite insistent ... and vocal that they get you."

Twilight tapped her fingers to her temple. "Fine. I'll be right there." Twilight gave Celestia's breast another squeeze, giving Celestia a kiss on the lips. She tapped a finger to Celestia's nose. "We'll finish this later."

"Go, darling, go," Rarity waved her fingers. "Do what you need to do. I'll make sure Celestia is ... entertained in the meantime."

Twilight smiled and waved goodbye as she headed out the door. "Don't let have her too much fun. I want her to be ready for me when I get the chance."

Rarity waved her index and middle finger together in an affirmative gesture. "Go on."

Twilight nodded and left the room.

Rarity pressed the button on her intercom. "Send in the second visitor. This is the main attraction."

"Oh?" Celestia raised her brow, crossing her arms. "And just what is the main attraction?"

"The thing every good bimbo needs to learn her place," Rarity said. "To have a man inside her."

Celestia smirked, resting her head on her chair. "Well, he'd better be quite the man. I'm the Princess of Equestria! I'm not going to get down on my knees for just anyone."

Rarity chuckled. "Well, you'll be happy to know, Big Macintosh was voted one of Equestria's most eligible bachelors by Cosmare magazines three years running. I hope that's enough."

"It's something." Celestia reached over behind her chair when she heard the door open, and Big Macintosh came inside. He entered the room and went over to the other chair, taking a seat. His visible erection was pulsing through his pants, teasing Celestia with the possibilities he presented. While Celestia bit her lip in embarrassment, Big Macintosh, knowing what to do, reached down and pulled the zipper on his pants, allowing his large member to poke out, throbbing erratically.

Try as she might, Celestia couldn't resist its seductive pulsations.

"B-Big Mac ..." Celestia stuttered, unable to take her eyes away and sure she shouldn't be doing this. But she wanted to. Like Rarity said, she needed to have man inside to learn to be a good bimbo. "W-would you l-l-like me to ... s-suck?"

Big Macintosh smiled. "I'd thought you'd never ask." He stood up for her.

Celestia made her way down to the floor, crawling from her chair like an apologetic young girl. She got on her knees and scooted towards Big Macintosh, reaching out with her hands to grab him by the thighs. She hesitated for a moment before moving forward, plunging the massive member into her mouth. She eagerly began to suck, nursing Big Macintosh's with the enthusiasm of an eager first-timer. She would have been content where she was, but Big Macintosh grabbed her by the hair and began to move forward, dragging her across the floor until she hit Rarity's desk, being pinned down to the desk by Big Macintosh's heaving equipment. Now she had no choice but to suck ... if she ever had a choice to begin with.

"Mmm ..." Celestia moaned, feeling the member give off heat as her pale lips traveled up and down its length. She gently bobbed her head, rocking the member as she sucked.

"Mmm ..." Celestia's anticipation rose as she felt the member's throbbing increase, the veins rubbing against her tongue. She could sense the load building up behind the member she was pleasing. She was so looking forward to it ...

Wait, what am I thinking? I'm being coerced into this. I shouldn't be enjoying -

Big Mactinosh's member swelled up inside her mouth before orgasming, shooting ropes of seedy ooze into her throat. Celestia was instantly overwhelmed and fell in love with the surprisingly pleasant taste of the usually vulgar fluid.

Enjoying ... enjoying ... enjoying it so very much.

"Mmmmmmm!" Celestia moaned as the hot load forced its way down her throat. It was so thick ... and heavy and hot and good. Celestia closed her eyes, letting the pleasure wash over her. She stopped sucking, barely able to focus on anything with the delicious spunk pouring down her throat, but the member kept releasing, still shooting streams of seed into her eager, lustful throat.

Celestia's boobs began to swell, increasing in size and stretching out her dress as she was filled with spunk. They grew, inch by inch, with each spurt that Big Macintosh released into her. Celestia's head rocked, beginning to feel sleepy from all the pleasure she was feeling. She wanted her boobs to keep growing, to get bigger and softer and bouncier, while Big Macintosh kept shooting inside her. Her breasts continued to grow, reaching the size of cantaloupes. Not quite reaching Rarity's size, but to be fair, Rarity had a few days headstart over her.

Inevitably, much to Celestia's disappointment, the fluid leaking out from Big Macintosh began to slow. He grunted and thrusted, trying to make sure Celestia was not cheated out of any drop of his orgasm, before parting from her.

"Mmm ..." Celestia moaned, disappointed. "Do you have to go so soon?" She was dazed by the drugged seed. All she could process right now was that she wanted more. "We only just started ..."

"I'm afraid so, " Big Macintosh said, pulling his zipper up. "But don't worry, Princess. There are lots of guys in this hospital who I'm sure would be happy to help take care of your ... needs."

Big Macintosh left the room. Rarity got up from her chair and walked around her desk, offering a hand to Celestia and helping her to her feet.

"How do you feel, Celestia?" Rarity asked.

"Goooood ..." Celestia moaned. "So good, ha ha ..."

"Excellent." Rarity said. "Doesn't that feel so good? Now, if you were a bimbo, you could feel like this all the time. Do you like that idea? Of being a bimbo full-time and feeling like this all the time?"

"I love it," Celestia said airily. "I want to be a bimbo ..."

"I knew you'd see it my way eventually." Rarity said. "We should go take you to see Master Discord ... oh! I imagine he's going to want you to be a bit ... further along. Here. Let me give you a jumpstart ..."

Rarity undid the buttons of her blouse, exposing her cleavage and the black brassiere which barely held in her mammoth mammaries. She slowly reached over her back, wiggling her hands into her blouse and undoing the clasp which held her garment together, letting the brassiere droop and exposing her nipples.

"Which do you prefer?" Rarity asked. "Vanilla, chocolate, or strawberry?"

"Mmm ... let's go with strawberry," Celestia giggled. "No, wait! Chocolate."

Rarity chuckled. "There's no reason you can't have both, darling." Rarity closed her eyes and took in a deep breath, her chest heaving in and out. On command, as she willed them to, her breasts began leaking chocolate milk from one side and strawberry milk from the other. She coiled her fingers, beckoning Celestia closer. Celestia walked forward, not sure what to think, until Rarity wrapped her hand around the back of Celestia's neck and pulled her forward, placing her lip on the chocolate-spewing nipple.

Celestia sucked and sucked, moaning as she enjoyed herself. Her boobs grew again, swelling up by a few inches as the properties of Rarity's bimbo milk filled up her breasts with milk of her own, chocolate droplets beginning to drip from her just-barely-still-covered nipples, the chocolate leaking down the sides of her dress.

"That's better," Rarity said, Celestia separating herself from Rarity's jiggling breast with a pop. "One more thing ..." Pink mist swirled around Rarity's fingers. Rarity swept her fingers across Celestia's lips, and the mist absorbed into them, turning them a moist, dark red and plump.

"Mmm." Celestia poked at her lips, feeling how soft and mushy they were. "You think if I, like, had lips like these when Big Macintosh was still here, he might have, like, orgasmed harder and given me more?"

Rarity chuckled again. "Maybe." Rarity put her hands on Celestia's shoulder and wheeled her around. "But forget about Big Macintosh for a moment." She pushed Celestia towards the door.

The girls gathered around in a waiting room, whispering excitedly about their upcoming guest.

"Quiet, everyone, quiet!" Discord said, walking into the room. "Hello, girls."

"Hello, Master Discord!" The girls chimed happily back at him.

"As you might have heard ... we have a new guest. Rarity, would you do the honors?" Discord walked away from the door and presented as Rarity walked through.

"I would!" Rarity said, twirling her hair. "So, like, I want to introduce everyone ... to the new and improved Celestia!" Rarity gestured to the door as Celestia entered, her barely-contained breasts bouncing up and down.

The girls' all had their eyes go wide, Twilight Sparkle's wider than the others.

"Like, hello everyone!" Celestia giggled. "It is, like, so great to be here."

"Ah, Celestia." Discord floated over to Celestia and took her hand. "I've missed you so, my dear."

"Hello, Discord." Celestia said. "Would you like to, like, drink milk from my big boobies?"

"I would!" Discord answered, and it was all Celestia needed to hear before she pulled down the straps of her dress and presented her chest to Discord.

"Uh, Rarity?" Twilight gestured a finger to her. "Could I talk to you for a sec?"

"Mmm-hmm. Sure!" Rarity giggled as she followed Twilight out of the room.

Twilight checked over her shoulder to make sure they were a good distance away from anyone hearing them and turned to Rarity. "Rarity, would you mind explaining to me what is going on over there?" Twilight gestured to Discord and Celestia in the waiting room, where Discord was nursing Celestia's chest.

"We bimbofied Celestia," Rarity said. "I thought you knew this already. You were part of it, even!"

"Yes!" Twilight shrieked, throwing her hand in the air. "I thought we were just going to lightly bimbofy her! You know, make her prettier and tease her a little bit! I didn't realize we would be turning her into a total bimbo and make her do this!" Twilight gestured frantically to Celestia and Discord. "She's with Discord! Discord! Celestia would never do that!"

Rarity sighed. "So I can, like, see that this is upsetting you, Twilight Sparkle, but here's something you, like, so need to understand. Discord offered you your old job of administrator back. You turned it down. Discord made me the Director, so now I ... outrank you. So you have to, like, do what I say and junk." Rarity dismissively flicked her hand.

"No." Twilight insisted, crossing her arms. "No, I don't. I don't have to obey you. I'm not going to obey you! I'm going to go over there and put a stop to this!"

Rarity, like, rolled her eyes. She called into the other room. "Discord? Is it alright if I pull Celestia away from you for a little bit? I need something to remind Twilight of her place." Rarity snapped while Twilight glared defiantly.

"Go right ahead," Discord said, pulling away from Celestia.

Celestia walked up to Rarity. "So, like, what is it you need me to do?"

Rarity snapped her fingers. "Shove your nice, big boobies into Twilight's mouth."

Twilight recoiled.

"Okay!" Celestia reached out and grabbed Twilight before Twilight could get away. Celestia wrapped an arm around Twilight's neck as she forced Twilight's mouth onto her nipple and leaked milk into Twilight.

"Mmm ..." Twilight moaned, fluttering her eyes as the milk started to flow and started to affect her. After Celestia's milk flowed passively for a while, Twilight began to suckle. She pulled away, a droplet of milk going down her chin.

"Maybe you ought ... to give me another reminder to make sure I stay in my place," Twilight breathed out. "You know, just to be sure."

"Okay!" Celestia agreed, happily inserting her breast into Twilight's mouth again.

Rarity watched this development with a satisfied, teeth-baring smirk. She felt a light tap on her shoulder, preventing her from savoring the moment.

"What do you need, Id?" Rarity asked upon turning around.

"When you and Celestia have a moment, Discord wants to see you both," Id said.

"Hmm. Whatever for?"

"He said he wanted to discuss a reward with you," Id said.

"Alright. As soon as Celestia is finished with Twilight here -" Rarity glanced to the side as Twilight's loud suckling filled the room, "- we'll go see him."

"Excellent. But before you do, I have something for you ..." Id wrapped her hands around Rarity's head and forced Rarity onto one of her breasts, Id's breast shooting a massive spurt of strawberry milk straight down Rarity's mouth.

"Mmm ..." Rarity moaned as she pulled away, strawberry fluids dripping off her chin and into her cleavage. "Thank you, Id. That was, heh-heh, generous of you."

"Of course!" Id said. She wrapped arms around Rarity's back and give Rarity a kiss with her foot popping up. "Anything for my favorite bimbo. Which is you, Rarity."

"So I hear," Rarity said, taking Id's arms off of her. "Celestia, I think that's enough. We should go see Discord now."

"Aww," Celestia whined, holding Twilight's doubled-over body in her arms, Twilight's eyes glassy and her mouth leaking drool and milk. Celestia gently set Twilight on the floor, where Twilight's legs twitched with pleasure, before joining Rarity and following her to Discord.

"Discord?" Id asked, beating Rarity and Celestia to his room by a minute. "Could I ask you a special favor?"

"Of course, my dear," Discord said. "After all, you've served me so well. What do you need?"

"Well ..." Id stood up one leg and whispered into Discord's ear. Rarity and Celestia arrived at the door right as she finished.

"Can you do that for me?" Id asked hopefully, speaking out loud.

Discord smiled and nodded. "I can. Now run along and go play."

"Yay! Thank you, Master!" Id cheered and left the room with a big smile.

"I wonder what they were whispering about," Rarity said. "Oh well, I'm sure it's, like, nothing important. You wanted to see us, Discord?"

"Ah, ladies!" Discord exclaimed, holding up a glass filled with red wine. "Come in, come in. I want to talk to you."

"Yes, we know that," Rarity said. "But ... what about?"

"You two have been so good. Excellent, even." Discord said, wrapping his arms around both ladies' shoulders. "Rarity, you've done wonderful work making bimbos out of all your friends and Celestia."

Rarity giggled. "I did my best!"

"And Celestia ..." Discord cupped Celestia's chin. "Well, I just have a weakness for you. It's so nice of you to not to be resisting the bimbofication magic ..."

"Why would I resist?" Celestia asked. "The magic makes me feel so good!"

"Doesn't it, though?" Discord said. "Now, since you two have done so well, I thought you two deserved a treat. A special reward for being such ... good bimbos." Discord ran his hands through their hair. "Tell me the names of one person you would like to have here to bimbofy who isn't here already, and I will see to it that they arrive here."

"Hmm." Celestia rubbed her chin. "You know who I, like, haven't seen in a long time and would like to see again?" Celestia lowered her head and became saddened. "Sunset Shimmer. She left so long ago."

"Consider it done." Discord snapped his fingers. "And what about you, Rarity?"

"Someone I'd want to bimbofy ..." Rarity said, scratching her chin. "Who's not already here ... oh, I know!" Rarity snapped her fingers, making a naughty smirk. "Fleur-de-lis."

"Ooh, good choice. I like it!" Discord snapped his fingers again. He produced two cards and gave one to each of them. "You'll find your respective guests in these rooms. If I were you, I might recommend bringing some back-up, just in case you're not enough to get them to submit to their desires."

Rarity and Celestia shared a giggle, reading the numbers on their cards.

"Okay." Celestia said. "I will!"

"Oh, I'm going to enjoy this," Rarity said to herself.

They both left the room. Meanwhile, Discord turned away from the door and took another sip of his wine.

Sunset Shimmer awoke on a hospital bed with a start. She pushed herself up, looking around and scratching her head in confusion. "Where am I?" Sunset turned and threw her legs off the side.

The door clicked open. Twilight Sparkle entered and shut the door with another click.

"Oh, good, Twilight," Sunset Shimmer said. "I'm glad to see you. What's going on here? One minute, I'm going about my normal business, helping Canterlot High decorate, and the next, I wake up here!"

"Relax, Sunset Shimmer." Twilight Sparkle walked towards the bed, her shoes clicking on the floor and her white coat flowing seductively. "There's nothing to worry about."

"Nope!" Twilight said as she climbed onto the bed, making the mattress bounce.

"Twilight?" Sunset asked, wondering why Twilight was crawling towards her. "Twilight, what are you doing?"

"Shh," Twilight shushed Sunset, placing her hands on Sunset's head and giving her a kiss. The kiss instantly fogged up Sunset's head, clouding her mind.

"Wha ... what's going on?" Sunset stammered, placing a hand on her forehead as her thoughts got murky while the lipstick that lingered from Twilight's kiss smeared around Sunset's lips. It became difficult for Sunset to think.

"Just relax," Twilight said. She pulled down her dress and climbed on top of Sunset Shimmer, her breast pointing down. A stream of milk poured out from Twilight's nipple into Sunset's open mouth, startling Sunset, but seducing her further.

"Mmm ..." Sunset moaned as the milk swirled around in bottom of her mouth, some of it getting on her chin.

"Yes," Twilight hissed. "Just relax. You're going to relax, aren't you, Sunset? Going to relax and drink my milk."

Sunset gave a weak nod. "Uh-huh ..."

Twilight took in a deep breath and moaned as she exhaled, letting out another stream of milk into Sunset's waiting mouth.

"Good girl ..."

The door opened again, and Celestia entered.

"Twilight!" Celestia exclaimed with feigned surprise. "What are you doing here?"

"Nothing," Twilight pretended to lie.

"You're not softening up Sunset Shimmer for me, are you?" Celestia asked with a raised eyebrow.

"Well, that is exactly what you asked me to do, so ... yes," Twilight answered.

"What ... what?" Sunset stammered, trying to push herself up. She stammered until she saw Celestia's massive, gorgeous, bare breasts, just ... hanging out of her dress for anyone to see, the veins visible, the ends leaking milk. All of a sudden, Sunset Shimmer didn't care about what was or wasn't going on; all she cared about was getting to suck on Celestia's enormous, beautiful boobs.

"Someone looks eager," Twilight observed, noticing the drool oozing out from Sunset's mouth.

"Does she?" Celestia asked. She walked towards the bed and leaned over, giving Sunset a view down her cleavage. Celestia put her hands on her breasts and began to play with them, squeezing them, bouncing them, rolling them up and down. "Do you want these, Sunset Shimmer?"

Sunset Shimmer had to swallow her saliva to deal with her dry throat. "Yes ... I want them. They're so big ..."

"Yes," Celestia said. "Huge, aren't they?"

"Massive."

"Enormous."

"Gigantic." Celestia twirled around, teasing Sunset by hiding her boobs from sight.

"Colossal ... oh, they're just so big!" Sunset said. She raised up curled hands to her chin. "You've got to let me suck them, Princess! You've got to! Please!"

"Alright, alright. Of course," Celestia said. "Make some room for on the bed, darlings." Sunset and Twilight re-positioned themselves so Celestia could fit herself on the bed. "I must say, Sunset, I didn't realize you were so into boobs."

"Are you kidding?" Twilight said. "Yours are so big, they'd have that effect on anyone."

Celestia chuckled. "They would, wouldn't they? Okay girls ... " Celestia adjusted her seat on the bed and waved her hand across her breasts. "Suck, my little sweethearts."

Both Twilight and Sunset Shimmer eagerly wrapped their lips around the Princess' breasts, sucking on them with hungry, lustful force. Celestia moaned loudly as huge spurts of milk escaped her ends, gushing out and splashing all over Twilight and Sunset's mouths, the boob juice dripping off their chins.

Twilight and Sunset stopped, looked at the mess on the others' face, and shared a laugh before resuming to suckle and worship the Princess' breasts.

Fleur-de-lis wandered down the hallway, confused about where she was and why. She was with Fancy Pants in his mansion when all of a sudden, she felt sleepy and nodded off, and woke up here.

"Hello, Fleur-de-lis." Rarity swung in from around a corner.

"Rarity!" Fleur-de-lis exclaimed. "I'm so glad you're here! I've got no idea where I am. Could you help me get out of here?"

"Mmm, no, I'm afraid not, darling." Rarity said. "See, I brought you here. You're going to be my guest for a little bit ..."

"Guest?" Fleur-de-lis said. "Uh, sorry, Rarity, but I'm not interested in a tea party right now."

"That's too bad," Rarity said, grabbing Fleur-de-lis by the arm and pulling Fleur towards her, where Rarity's enormous spheres squished and crushed Fleur-de-lis' tiny bust.

"Uh ..." Fleur stammered, growing worried.

"Mmm ... so slim," Rarity admired Fluer-de-lis' body. "Your hair is luxurious and masterfully done ... and your looks aren't anything to sneeze at either. It would be a shame for them to go to waste. But your bust is dreadfully - no, criminally - undersized for a knockout of your caliber."

"Uh ... what?" Fleur-de-lis raised an eyebrow. "Are you ... implying something about my breast size?" Fleur raised an admonishing finger, pointing at Rarity and glaring. "Because I will tell you right now, Rarity, I am pretty enough and gorgeous enough to hold my own as a model without any enhancements."

"Silence," Rarity told Fleur before throwing Fleur over her arms and planting a kiss on Fleur's lips.

"Mmm ..." Fleur moaned, closing her eyes. She wrapped her arm around Rarity's neck, giving in to the kiss and returning it.

Rarity separated with a pop, giving Fleur an arrogant, satisfied smile.

"That is ... wow," Fleur moaned as her mind was clouded, pink mist swirling in the air. "Rarity, your lips are so soft ... and what do you call that kind of lipstick?" Fleur placed a hand on Rarity's cheek and rubbed it.

"The special kind," Rarity answered. "But that doesn't matter right now. I need you to do something for me ..."

"Anything you say, gorgeous!" Fleur-de-lis giggled.

Rarity tugged at her blouse, pulling it down and exposing her breast.

"Ooh," Fleur cooed at the sight of Rarity's round, beautiful sphere. "Well, if you insist ..."

"I do," Rarity smiled as she inserted her boob into Fleur-de-lis' mouth for her to suck. Fleur-de-lis went at it with enthusiasm, grabbing Rarity's breast with her hands and squeezing it like a wet sponge to wring the milk out from it. Fleur moaned and moaned as she was given the treat of delicious milk, and soon her own boobs filled up, swelling up and growing out, bouncing around as milk sloshed inside of them.

"Mmm ... oh, yes!" Fleur moaned, taking her mouth off of Rarity and cupping her own breasts. "Forget what I was saying before - big boobies are the best!" Fleur breathed and moaned as she rolled her breasts up and down.

Rarity chuckled. "May I?" She reached a hand over to Fleur's chest.

"Please, go ahead!" Fleur-de-lis said.

Rarity reached around and cupped her hand onto Fleur's breast, before resting Fleur's body against the wall so her other hand could be free to grope Fleur-de-lis' other breast. Rarity squeezed hard, wrapping her fingers around the orbs, and rubbed and twisted and kneaded and rolled and knotted Fleur-de-lis' boobs around, Fleur's milk squeezing and leaking out from Rarity's stimulation, shooting up and spraying everywhere. It sprayed onto Rarity's face, her boobs, Fleur's face, Fleur's boobs, Fleur's dress, the wall, the floor, each getting a light dousing of misty milk.

"Ooh ... oooh ... oooh! Don't stop! Rarity, don't stop! More! More!" Fleur moaned, her hips bucking.

"Hmm." Rarity smirked and continued to knead and roll Fleur's milk-spewing boobs. With a smile, Rarity bent down and began to suck on Fleur's boobs with her mouth, alternating between the two for the best division of pleasure and sucking up the milk.

"Yes! Yes!" Fleur moaned deliriously. "Oh, it feels so good, Rarity! I just - I just want to be - to be - to be m-m-milked like this for the rest of my days! RARITTTTTTTTTTTTTY!"

Fleur-de-lis screamed as she reached her limit and hit her peak, falling down to the floor as her body bucked, her breasts squirting out excessive spurts of milk, which got all over her dress and floor, leaving her lying in a puddle.

"Mmm ..." Fleur moaned, rocking her head as her body went limp, her bracelet-wearing hands flopping lifelessly into the puddle. "That was so good, Rarity ..."

"Any time," Rarity said. She turned to leave Fleur-de-lis. She was sure someone - possibly someone like Big Macintosh - would come by before too long and help Fleur-de-lis up from the puddle after she had a chance to recover her energy.

Rarity rounded a corner and almost immediately bumped into Discord.

"Ah, Rarity," Discord rolled his hands together. "Just the woman I wanted to see."

"Can I do something for you, Master Discord?" Rarity asked.

Discord smiled. "Oh, I love it when you call me Master, but yes." Discord put a hand on Rarity and walked her to an adjacent room. "You see, I'm waiting for Celestia to be done ... she's busy with Sunset Shimmer and Twilight, you see. She may be the one I really want, but I want someone to ... entertain me in the meantime."

"Entertain you how?" Rarity asked.

Discord shoved Rarity into the room, went inside, slammed the door, and pulled down his pants, exposing his huge, throbbing member.

"Oh," Rarity said, putting a hand to her mouth. "I see."

"Will you do it?" Discord asked.

"Of course, Master." Rarity got down on her knees, unable to resist the temptation to suck a well-equipped male.

"I knew you would." Discord said.

Rarity wrapped her lips around it, not hesitating to take all of it into her mouth. Glaring up at Discord with eyes which were both submissive and seductive, she sucked happily, enjoying it every time she felt Discord's equipment give a throb.

"Ooh ... ooh, yes." Discord said. "That's a good bimbo ..."

Yes. Rarity thought. I'm a good bimbo. I'm the [best bimbo.

Deciding to prove her self-appointed title of "Best Bimbo," Rarity sucked even harder, running her tongue over Discord's equipment. She bobbed her head up and down, teasing the member. Discord acquired a stupid-looking grin as he felt his member throb inside of Rarity.

"Mmm ..." Rarity moaned, sensing it was close. She could almost taste its precious seed... she could feel it rising up inside of Discord ...

She could taste it now. The member orgasmed, shooting a massive flood of seed into her throat. It was soooo thick, just the way Rarity liked it. She sat there, glued to the member, letting it fill up her mouth.

The member continued to pulsate and throb, shooting spurt after spurt after spurt after spurt of spunk down Rarity's throat. She could feel her stomach beginning to swell up.

Mmm ... mmm ... hmm? Goodness. Rarity thought, as Discord continued to pour into her. It was good, and she was a little bimbo addict, yes, but she needed to breathe some time! She couldn't pull away, though ... not until he had finished and she had swallowed it all.

But she was growing more and more uncomfortable, her stomach swelling up, getting bigger and bigger as Discord's masculine fluids filled it to almost bursting.

"Mmm ... ugh." Rarity groaned, wrapping her hands around her stomach as it continued to swell, Discord's release showing no sign of stopping. She was torn between enjoying the spunk a good bimbo like her deserved, and the unpleasant stretching of her stomach's skin as it struggled to contain the massive torrent of spooge.

Eventually, the release finally began to slow down, Discord's member pulsing as it spurted a few spurts into Rarity's mouth. Discord pulled away, letting out a contented sigh, while Rarity rolled over onto her back, her stomach swollen to the size of of a barrel.

Celestia opened the door. "You wanted to see me, Discord?"

Discord perked up at the sound of Celestia's voice, getting a broad grin. "Yes, I did. Come over here ... don't mind Rarity, she just needs to rest for a bit."

Discord brought Celestia to the other side of the room. Rarity couldn't make out where they were saying, but it ended with Celestia in the same position Rarity had been in a few moments ago.

"Ugh ..." Ignoring the sound of Celestia's sucking, and her slight feeling of resentment at Discord for going to Celestia the minute she walked in - what, was Rarity's suckling not good enough for him? - Rarity sat up and crawled over to the wall, resting her back. She looked down at her huge belly, bouncing and jiggling at the slightest motion, filled with seed.

"Ugh ..." Rarity groaned again. "That was fun for a little bit, but ... I think I am, like, so done being a bimbo. That was ... way, way too much." Rarity said. She giggled. "It was good, though."

Discord's eyes widened, hearing Rarity's words. "What? Are you sure?" Discord asked, looking over his shoulder at Rarity, practically ignoring Celestia as she continued her affections of him. Rude. "Rarity, think about what you're saying!"

"Yes, yes, I'm sure." Rarity said, waving her hands around. "It's been fun, and I've liked it ... I liked being used ... I liked pouring milk into my friends ... I loved Big Macintosh and the tentacles ... but this ..." Rarity gestured to her stomach. "This is too much. I can't go on. I can't keep being a bimbo if this is what I have to look forward to. There's just ... no way to handle this much cum inside a woman's body." To prove her point, Rarity began fiddling with her stomach, which bounced and contorted and slipped from her grasp. "I'm done."

"I'm done," Rarity repeated firmly, crossing her arms and staring off into space.

"Oh ... okay." Discord acknowledged, his voice low with sadness. He hadn't even finished with Celestia yet.

Letting out a sigh, Discord raised his hand and snapped his fingers, putting everything back to normal. Everything back into place, with everyone going home and being teleported back to what they were doing before Discord had brought them to Hospital 69.

Returned to their homes, but with their memories of the events still clear, Twilight Sparkle gathered the girls up at the library and sent an invitation out to Discord. In his haste to oblige Rarity, Discord had forgotten to wipe their minds before he sent them home.

"Hello, ladies!" Discord said, walking into the room with his usual arrogant stride. "Whatever can I do for - oh." Discord noticed that all six of them had their Elements of Harmony on.

"This is about the hospital, isn't it?" Discord said.

"Yes," Twilight answered. "Yes, it is. Discord ... we can accept that maybe you were sexually frustrated for a little while, but this ... this went a bit too far. We can't let you just walk away from this."

"I understand," Discord hung his head. He looked up at Twilight. "For how long?"

"Fluttershy?" Twilight turned to Fluttershy for her thoughts.

"Well ... Discord is my friend, but ... I don't really appreciate what he did either." Fluttershy said. "But I want us to be the ones who let him out. After all, if we just turn him back into stone again and leave him there for one thousand years, he'll forget everything he's learned about friendship. So ... three weeks?"

"I was thinking more like a year. Maybe ten," Twilight snarled.

"A month."

"A year and a half."

"Two months."

"A year."

"Six months. Final offer," Fluttershy said, crossing her arms.

"Fine." Twilight said. "Get ready, girls."

All six of them began to float, their necklaces and crowns glowing with magic. The Elements of Harmony launched their rainbow beam at Discord.

Discord watched the blast barrel towards him. At the last second, he pumped his fist into the air.

"It was worth it!"

With Discord's punishment done and taken care of, all of the girls went home to bed for the night.

Rarity walked up the stairs of Carousel Boutique, her hand sliding on the rail. She went into her room and collapsed on her bed, looking forward to having some sexless, bimbo-free sleep.

Rarity awoke in the morning, blinking her weary eyes. She took in the sight of her room. The colors were pleasing, sunlight was beaming through the window, everything was neat and clean, Id was on her bed ...

"Id!?" Rarity screamed, bolting upright. "What are you doing here? How are you here? I mean, how are you-"

"I know what you mean." Id held her hand out. "I talked to Discord. I ... knew he was probably going to get punished this time, so I made a request. I just ... I love playing with you so much, Rarity. I couldn't stand to wait however long it would be before Discord was free again, so I asked him if there was any way for him to bring me into the real world. So I could keep playing with you. So I could be with my favorite bimbo. So he took some of the mist and cast a spell which brought me into the real world as soon as he was petrified."

Rarity crossed her arms. "I assume you're going to suck on my breasts?"

Id smiled and laughed. "Oh no, Rarity. I'm not going to suck on your breasts."

Id launched towards Rarity, pulling Rarity's night gown down, grabbing Rarity's breast and lifting it up, shoving it into Rarity's mouth.

"You are." Id said, holding Rarity's boob hostage in her own mouth.

"Mmph! Mmph! Mmm ... mmm." Rarity flailed and tried to fight, but she couldn't. The pink mist was swirling around her, and the vanilla flesh of her boob tasted so good. She had to suckle it. She could practically taste the milk inside as the mist caused her boobs to grow in size. Rarity felt so betrayed and disgusted. Seduced into compliance by the vanilla flavor of her own breast ... Id squeezed, shooting some of Rarity's milk up into her mouth.

"Mmm ... mmm." Rarity moaned, nursing her own nipple for its milk. She pulled away with a pop. "So good ... being a bimbo feels so good ... my boobies are, like, so bouncy and my milk is so tasty when I'm a bimbo." Rarity placed a hand over and squeezed her breasts.

There was a knock on the door.

"Rarity?" Rainbow Dash asked through the door. "The girls and I are hanging out. I know it was kind of crazy last night, so I understand if you don't want to come ..."

"Now's your chance," Id whispered.

"Rarity?" Dash asked when there was no reply.

Id put a finger to her mouth, telling Rarity to remain silent. Rarity got up off her bed and merrily skipped to the door, her sloshing, milk-filled tits swinging back and forth, splashes of milk escaping them.

Rarity swung the door open. Before Rainbow Dash could process Rarity's appearance, Rarity wrapped an arm around Dash's neck and forced Rainbow Dash onto her boob, shooting a spurt of milk into Dash's mouth. It was easy for Rarity to rationalize her actions. Of course, Rainbow Dash, like, totally wants to suck my big, pink nipple for milk. She just, like, doesn't know it yet!

Rainbow Dash's eyes went half-lidded as the milk filled her up, making her reasonable-for-an-athlete sized bust swell up and grow into two huge cantaloupe-sized boobies.

"Aww," Rarity cooed, easing up her grip on Rainbow Dash. "Who likes my delicious, sweet boob milk?"

"I do!" Rainbow Dash answered.

"And who's going to help me bimbofy all of out friends?" Rarity tapped Rainbow Dash's nose.

"I am!" Rainbow Dash cheered.

Rarity and Id looked to each other, each of them bursting into evil giggles at their successful and easy first victim. With Rainbow Dash's help, it would be easy to get to their friends ... and then to spread from there. They could bimbofy all of Equestria!

And then Rarity bimbofied everyone forever.

Author's Note

There should be more TwilightxSunsetxCelestia threesomes.

Or just more TwilightxSunsetxCelestia shipping.

Or just more SunsetxCelestia in general.

The ending, particularly the very last line, was designed to discourage the idea of anyone asking for a third installment.

Fleur seems a bit tacked on. Wish I had done more with her. Also wish I had done something more with Fleur and Sunset together.