‘So, straight, right and down the hall. Straight, right and down the hall,’ Twilight kept repeating in her head while saying, “Straight, right and down the hall. Straight, right and down the hall.”

As Twilight was saying those directions out loud, the ‘girl’ she was pulling was being affected by the wand Twilight was holding, the girl’s breasts swelling up as her arms slimmed down and hair flowed. Her breasts were well past F cups and going into G cups as her ass and thighs grew a bit more plush. Even her abs were fading and being replaced by a slim yet fit stomach, while her hair started to extend passed her butt.

“Where is it? It should be around here somewhere,” Twilight said, more to herself than her associate. She continued on looking as the girl she was dragging was getting shorter by the second as her shoes gained more of a heel and her pants were becoming more see through white color. With each step she took, her sleeves shrank a bit while her neckline grew, showing more of her growing cleavage. Her pants started to separate as half became fishnet stockings and the other half formed light grey short shorts, the color of which seemed to drain with each step as they neared the white of her shirt.

The girl’s shirt was forming a frilly edge near the neckline as the sleeves completely disappeared and became more as straps on her shoulders. The frills near her breasts were more profound as the shirt was getting tighter, wrapping around her torso. Her lips were gaining more of a shiny red gloss over them while plumping up a bit, gaining a light gloss to them despite how dry they were from the exercise of keeping up with Twilight.

“Here it is,” Twilight exclaimed happily as she opened the door. She saw everyone inside look at her in shock, envy and horror while a green haired short girl ran at her.

“Sis!” the girl yelled and hugged her. Twilight let go of the girl and the wand, which dropped to the floor as she started to give her distraught little sister a big hug, forcing Barb’s head to her chest. “Barb, I haven’t been gone that long,” Twilight caringly said, stroking the back of Barb’s head.

“But you weren’t with Rainbow when she returned, and I was totally worried,” Barb quietly said while hugging her sister a bit tighter.

The other girls walked over towards Twilight as Rainbow quickly said, “What happened, Egghead? One moment you were there, and the next, you were gone. And where did you get that hat and those… clothes? ...MOTHERFUCKER!!! YOU CHANGED AS WELL?!?!”

Rarity and Applejewel glared at their rainbow haired friend and said, “Language, Rainbow.”

Twilight scratched the back of her head and said, “Well, I got a bit lost, but found this hunky looking boy to help me get back here.” She pointed to the doorway where another person was standing.

The girls looked at the doorway, expecting to see the hunky looking boy, but only saw a busty blonde wearing a frilly white spaghetti strapped shirt with white short shorts and white fishnet stockings. The mystery girl waved at them happily as the girls looked confused.

Applejewel cleared her throat and said, “Dear, that hunky boy is not there.” Twilight turns around, with Barb still pressed against her large chest, to see a busty blonde in the doorway.

“Um, who’re you?” Twilight asked, wondering where the hunk went.

The busty blonde happily said, “I’m Busty Thighs, and we’re, like, done with directions right? I want to go to the gym and see some of the hunks there.” She licked her plump lips slowly as she had a far away look.

Twilight just said, “Sure, thanks.”

Busty said, “YEEEAAAHHHH!!!,” and ran away while the door closed.

Twilight just stared at the door before saying, “Where did that hunk go?” She looked confused, but her eyes went wide and said, “W-Wait, I had some hunk giving me directions to this room, but he was nowhere while Busty was the only one out there. What happened when we walked here?”

Rainbow got in front of her and desperately said, “Twilight, did you grab anything, or do you have anything on you that’s strange?”

Twilight looked at Rainbow like she was crazy. “Who’s Twilight? You know I’m Sparkly Mist, Dashie.” She moved her hand to Rainbow’s head and asked, “Did you hit your head, Dashie?”

Moving the hand away, Rainbow grabbed Twilight- no, Sparkly’s shoulders and said, “I’m fine, but I want you to listen carefully. OK?” Twilight nodded almost nervously. “Did you pick up something strange or carry something with you that was strange?” Rainbow said as calmly as a stressed out girl can.

Sparkly shook her head and said, “I just found this neat wand, Dashie. It was just there, and I figured it could be a good replacement wand for me. But do you mind getting it for me? I dropped it when Barb hugged me.” Rainbow tensed up and quickly looked at the ground.

Searching the floor, Rainbow saw the wand near Rarity’s foot. Rainbow looked up at Rarity and said, “Don’t move, Rares.”

Getting the hint, Rarity asked, “It’s near my foot, isn’t it?” Rainbow just nodded as she let go of Sparkly’s shoulders and tried to figure out what to do. Looking at the rest of her friends, she said, “I could use a little help here.”

That got a few of them going as they got a few things like a bag and a stick with a lot of tape on it. Handing them to Rainbow, she gave them the stinkeye and said, “Why can’t you get it?”

The others shrug, look inside an upside down magazine or continue to hug.

“Whatever,” Rainbow said, hitting the stick on the wand. She then brought it up to eye level and slipped it into the bag before closing it. With that done, Rainbow jumped towards the teacher’s desk and set the bag down, waiting to see what will happen next. To her amazement and somewhat disappointment, the wand didn’t do anything for the few moments it sat there.

“Now that that’s taken care of, we need a new plan, Rarity,” Rainbow quietly said as Rarity walked to her side.

“Oh, and what do we need to plan? Besides not changing into one of those trampy looking girls,” Rarity said in disgust. Rainbow opened her mouth to yell, but the fashionista held her hand up to stop her. “I meant street walkers, not our friends,” Rarity said, glaring at her friend.

“Ok, Rares. I know you didn’t mean that, but we have to figure out what to do till Cadance can get here,” Rainbow urgently said, while looking at her transformed friends.

Rarity followed Rainbow’s lead and looked at her friends. She couldn’t help but look at their bodies as they walked around, talked to the others or just sat down. She could see all the curves, the bounce of their assets and even how flawless their skin looked.

‘I can’t believe I’m the smallest in the room,’ Rarity thought while looking at her breasts. ‘I know I wasn’t the largest, and I knew how to show what I got compared to others. But now that the others changed, I might as well be flat compared to them.’ Glancing over at Rainbow, Rarity could see her glaring at her friends.

“Rainbow dear, I know this is frustrating, but we shouldn’t-,”

Rainbow yelled, “WHY DID THEY HAVE TO GET THE BIG BREASTS?!!!”

Everyone looked in their direction as Rarity put a hand over Rainbow’s mouth. “I need to talk to Rainbow about… uh... how to be awesome, so please don’t mind us,” Rarity said lamely while dragging the struggling Rainbow out the door. “We’ll only be a minute.”

Walking a bit away from the door, Rarity removed her hand from Rainbow’s mouth. “What’s the big deal, Rares?” She said, annoyed.

Rarity poked her in the chest and quietly but harshly said, “I was stopping you from doing something foolish.”

Rainbow slaps the hand away and said, “I wasn’t gonna-”

“Yes. You. Were. I know this isn’t how we expected our day to be, heavens know I wasn’t expecting it, but we don’t need to cause any problems or make anyone sad in their ….discombobulated state,” Rarity forcefully said.

“Sad? You’re worried I’ll make any of them sad. Please, like Sunset or Barb could get sad while like this,” Rainbow said uncaringly.

“And Pinkie? She’s now acting like Fluttershy was, and you don’t care if you upset her?” Rarity almost yelled while waving her arm in the direction of the music room.

The athlete flinched, remembering how Pinkie was almost as emotional as Fluttershy used to be. Letting out a sigh, Rainbow looked at the ground and quietly said, “Sorry. It’s just been a crazy day, alright?”

“Do you think that excuses you? What if she ran off and was found by someone? It would be one of the biggest mistakes she’ll make, and it would be caused. By. You,” Rarity harshly said, grounding out every word.

Rainbow just continued to stare at the ground as the words finally hit her. ‘What if I did say something stupid? They could run off and make a lot of mistakes, and all because I couldn’t think and keep a cool head,’ Rainbow thought sadly.

Rarity was slowly losing her anger as Rainbow seemed to understand what she was saying. “Look Rainbow, I know this is stressful, but we need to stay calm and wait for Cadance. Hopefully, she’ll be able to help us once she gets here,” Rarity quietly said.

Rainbow took a deep breath and raised her head. “Alright, I got it. But what’re we gonna do in the meantime? There could still be a lot of stuff out there, and who knows how many changed,” Rainbow said, clearly tired of this shit.

“We’re gonna go back in there and assure them everything’s ok. Then, we’re gonna find all those revolting things and make sure they can never hurt anyone again,” Rarity softly said while giving Rainbow a small smile.

Rainbow didn’t say anything for a moment, but then she smiled and said, “You got that right.”

The two walked back to the room and opened the door to see the girls giggling at one of the fashion magazines Sunset was reading. The two look at each other and groaned, knowing they have their work cut out for them.

“We’re back girls,” Rarity said with fake cheer.

The girls look up and all wave to them while they said, “Hi, besties!”

Rarity saw they were on the desk and grew a bit worried. “Um... Sunset, you wouldn’t happen to be sitting on the bag, would you?” Rarity asked, nervous that her friends would change even more. ‘I don’t want to get a wheel barrel for them,’ Rarity thought as she imagined their breasts getting even bigger.

Sunset looked up from the magazine and said, “Of course not, silly. We moved the bag to the clothes rack like right there.” She was pointing to the rack over in the corner in the room.

Rarity ran over to the rack as Rainbow just stood there, surveying the room. Rarity looked at her clothes but let out a sigh of relief that they hadn’t change. Looking down, she saw the bag was just under her fabulous dresses and picked one up to move it. Just as she moved the hanger off the rack, the midnight blue long frilly dress slid off the hanger and onto the bag.

Rarity hesitated a bit, not wanting to touch anything near that bag but still wanting to get her dress away from it. She moved her hand towards the dress to grab it but stopped. “Ah... Rainbow!” Rarity called out.

Rainbow looked at her fashionable friend and said, “Yeah? What’s up?”

“Could you come over here? I think my dress is changing,” Rarity said, not looking back.

“Don’t you mean you’re gonna change your dress?” Rainbow asked confused by her wording. She knew she wasn’t as smart as Twilight or Sunset once were, but she at least knew when something was said wrong.

“No, I mean my dress is changing into something different,” Rarity said a bit louder while waving Rainbow over.

Rainbow walked over as the others got up and followed her to where Rarity is crouching down. They looked over her and saw the once long dress was starting to shorten at a quick rate. Even the sleeves were shrinking as the neckline grew to the point where you could see the valley in between a woman’s breasts.

Rainbow grabbed the dress and pulled it away from the bag, examining it. “Rarity, please tell me I’m on some kind of drugs or haven’t had enough water today,” Rainbow said, wanting this to be a trick of the light.

“If that’s happened to you, then I must be suffering from the same thing, Darling,” Rarity said, confused and afraid.

Rainbow turned the dress around a couple of times as the other girls go “Oh” and “Aw”. “I thought that those things can only change a person when they’re held. Why did it change this dress?” Rainbow said, confused while scratching her head.

Rarity stood up and said, “I don’t know, Rainbow. Maybe it can just change small things like a person and a dress, like we saw. I can only guess on what happens when these items are involved.”

“So, what now? Should we try to destroy this thing?” Rainbow asked, wanting to burn this thing in the workshop class.

“Well, I think we should get it away from my creations,” Rarity said, with her nose in the air. “I don’t want it to change any more of them.”

“Now, let’s not throw that idea away,” Applejewel said, looking at the bag with interest. “We should get a few more and test it out.”

“OVER MY DEAD BODY!!” Rarity screamed, standing in front of her dress rack protectively. She saw the looks that the girls, minus Rainbow, were giving her. They all looked at her with big eyes and pouting lips. “No, I don’t want them to change,” looking at Applejewel, who looked like she would cry. “… Stop looking at me like that,” Sunset was looking before ever so slightly looking back up at her with a pouty look. “… Please stop… Fine, you can change them,” Rarity lowly said, slumping over a bit due to Twilight and Barb’s combined pout.

The girls lost their sad looks, cheering at the thought of new dresses. Rainbow just facepalmed at Rarity’s generous nature.

“Just do what you want to my creations. I need to leave, so I don’t see all my hard work get… tarnished by this trashy fashion,” Rarity dramatically said, as she walked to the hall and out the door.

Rainbow was shocked that Rarity left so suddenly, with all the things that happened today. Rainbow facepalmed and said, “Ow,” from the pain. Shaking her head and hand, Rainbow then ran out the door to stop Rarity from going too far and changing like the others.

Once in the hall, Rainbow quickly looked in every direction to find her friend. Just down the hall, she could see Rarity walking away slowly like a zombie. “RARITY!!” Rainbow yelled while running towards her.

Rarity turned around and said, “Rainbow, why’re you here?”

“I’m not gonna let you walk around alone, Rares,” Rainbow said with determination. “And I didn’t want to deal with them at the moment,” Rainbow said as she looked away.

Rarity smiled and said, “You don’t have to lie darling, but thank you.”

“Well, I can’t leave any of my friends hanging. …Or let my friends change if I can help it,” Rainbow said seriously.

“Thank you, Rainbow. Now, as much as it pains me to say this, we should head back to the others,” Rarity said, a bit depressed at the thought of her creations turned to trashy outfits.

“Yeah... well, just think of it this way. You didn’t make what they become,” Rainbow said, as they continued down the hall. After a few moments, they were next to the door to the music room. “You gonna be okay, Rares?” Rainbow asked, worried her fashionable friend was gonna flip.

“I’m… I’m just going to need a moment... to prepare myself,” Rarity said, taking a few deep breaths. After a few breaths, Rarity looked at the door and said, “I’m as ready as I’ll be.”

Rainbow nodded and opened the door to the room to see the girls trying on their new outfits. The two girls could see that Applejewel was straightening out a small colorful dress. The dress itself was green with a diamond pattern on it with a small amount of pink around the stomach. It showed off a lot of cleavage from what they could see.

Looking at the next person, they see Pinkie wearing a maid themed bikini that barely covered her enormous chest and rear. Next to her was Fluttershy, who took off the army themed latex outfit, and was wearing a green tube top and skintight jeans. From what Rainbow and Rarity could tell, her clothes looked like they were straining to hold themselves together and was still wearing her military hat.

The next person was Sunset, who was wearing a stunning low cut black cocktail dress. The dress itself would have been a fairly modest outfit, if it wasn’t for the short skirt and the tear drop breast cups showing her clevage.

Near the full length mirror was Twilight, who was helping Barb dress. Twilight was wearing a simple purple tight miniskirt and a white button up shirt, showing off a generous amount of cleavage. Barb had a fairly cute and modest looking green sundress and sun hat on. It was really cute and made her look so innocent, besides her large chest stretching it. Just near the two was Tennis Match, who for some reason was wearing a short skirted green dress with green opera gloves.

Rainbow turned to Rarity and said, “We got our work cut out for us, don’t we?”

Rarity sighed and said, “Yes, we do, Darling. Yes we do.” She looked back at her… friends and loudly said, “We’re back!!”

All the girls turned around and waved wildly except Fluttershy who gave them a salute with a smile. Sunset walked over to the two and cheerfully said, “Hi, besties. We were just trying these totes cute dresses. Where did you go?”

Rarity put on a forced smile and painfully said, “We just needed some fresh air, Darling. But now, we need you and the girls to get ready.”

Sunset looked confused and said, “Are we gonna have company? Cause this place is totally not a place to have company. Unless we have some boys coming over.”

Rainbow held her hands up and said, “NO!! ...I mean, we have to go out for a bit, and ..um, find something.”

“Oh, we’re gonna find more wands and junk?” Sunset asked, tilting her head cutely. “Should we change? Umm… like, clothes and such. Not the other type.”

Rainbow and Rarity looked at each other, shrugged, and said, “Sure.”

Sunset turned around to the others and said, “Girls, we need to totally change our clothes and stuff.” The others said, “Okay,” and started to strip their outfits off their bodies.

With their friends all wearing nothing, Rainbow and Rarity could see nothing but large perky breasts everywhere. The two couldn’t help but blush in embarrassment and envy at the bodies they were seeing.

‘I hate being the smallest in the room,’ Rainbow and Rarity thought sadly as they gazed at their own bodies.

“Um, why don’t you girls change into something a bit more modest and less skimpy,” Rarity said uneasily.

The girls looked at each other confused as their breasts flopped around. Sunset then said, “But we want to to look good, in case we, like, see some hunks on the way.” The rest of the girls voiced their agreement as they pouted cutely.

Rainbow caught on to what Rarity was trying to do and said, “But you girls would look good in anything. I mean, just look at your bodies.” All the girls looked at their bodies as Rainbow continued saying, “You don’t need your old clothes to look good. So, why don’t you girls wear something a bit more modest?”

The girls groaned, saying things like “They’re not sexy” or “It’s too tight”. “Girls, we can’t be distracted, and we don’t need to be showing off your bodies. So, can you do this for your… ‘Bestie’?” Rainbow asked with the biggest and fakest smile she could muster. It seemed to do the trick, as the girls started putting on all kinds of clothes on with a bit of difficulty, as most of the clothes weren’t the right size for most of them.

In the end, Fluttershy was wearing her skinny jeans and a tight white button up shirt. Tennis had a modest green skirt and blue shirt, while Barb still had her green sundress on. Twilight was wearing a schoolgirl like outfit that looked ready to burst. Pinkie wore a dark pink short cheongsam dress, while Applejewel was wearing her pants yet had a green button up shirt on to go with it.

Looking at all the girls, Rainbow said, “Okay. Now, we’re gonna split into two groups, but Fluttershy’s with me and Pinkie’s with Rarity.” The two opened their mouths when Rainbow said, “The two of you are gonna help us watch everyone while we wait for Cadance to get here.”

The girls all nodded as they began to walk out the door and into the hall.

Meanwhile

As Celly was helping with the party decorations, she couldn’t shake the feeling she was forgetting something. Something involving her and Lulu perhaps, but she couldn’t clearly remember it.

“Oh, why can’t I, like, remember…?” Celly moaned, crossing her arms over her breasts and pouted. As Celly was pouting, someone gently grabbed her shoulder causing her to jump as she heard a familiar voice said, “You ok, sis?”

Celly turned to see the worried face of her sister and said, “Oh, Lulu, I’m just trying to remember something. It’s just so hard, you know.”

Lulu looked a bit confused and said, “Was it something important?”

“Totally important,” Celly said as she pouted cutely. “It’s been bugging me all day, and I, like, hate it.”

Lulu gained a thoughtful look as she listened to her older sister. “Did ya eat lunch?” Lulu asked seriously.

“Yeahuh.”

“Did your tie your shoes?”

“Yes, I did. ...I think,” Celly said while looking down to see her neatly tied shoelaces, having to pull her huge braless breasts apart to see her shoes through the cleavage of her top.

“Forget your bra?”

“Sis, you know I don’t wear bras.”

Lulu snapped her fingers and quietly said, “Riiiight, forgot about that you don’t wear one, except for special occasions and such.” Lulu stayed quiet for a moment, then said, “Well, I can’t help you, sis. Why don’t you continue helping out? Maybe you’ll make a new friend here?”

“New friend? ...New friend. …Friend, O.M.G! I remember, Lulu!” Celly screamed while jumping up and down, causing her breasts to bounce in every direction.

“Oh, what was it?” Lulu asked, amused by her sister’s antics and generally curious.

“I needed to find you and bring you to my new besties,” Celly said, grabbing Lulu’s arms and dragging her towards the gym door.

“Woah, Celly! Hold up… Probably best you give me the downlow about that. Why do you need to bring me to them? What happened?,” Lulu said, breaking Celly’s hold on her arms.

“I met some new friends today, who were, like, soooo cool, and they wanted me to find you and bring you to them,” Celly said happily.

“Ok... So, you want me to meet your friends? Where are they?” Lulu asked, wondering what kind of people her sister met.

Celly opened her mouth but nothing came out of her puffy pink lips. “I… don’t know?” Celly said sadly, head hanging as a few tears were forming.

Lulu gently put her hand under Celly’s chin and lifted her head up. “Hey, don’t worry about it. I’m sure they’ll be here rockin’ to the beat later, and I can meet them then, ‘kay?” Lulu said, grinning good heartedly.

“You’re right. And when they get here, we can totally party the night away!” Celly said, her spirits already raising to the sky. “Um, mind if I ask you something?”

“Sure,” Lulu said.

“Like, how will people know about the party?” Celly asked, tilting her head to the side.

“Oh, just told some people about it, and they spread the word around,” Lulu nonchalantly said, waving her hand almost uncaringly.

Celly looked a bit confused and said, “Wouldn’t it have been better to make some fliers or something?”

“Celly, that’s…” Lulu began to say, but when she thought about it, she slapped her face with her hand. “A very good idea. Why didn’t I think about it?” Lulu groaned, from both the sudden pain and her own stupidity.

“You mean it? It was a good idea?” Celly asked, giddy at the thought of her sister completing her.

Lulu smiled and said, “Yes, Celly. It’s a good idea.”

“O.M.G. This is, like, so cool,” Celly said, hugging her little sister and pressing her large chest against Lulu’s. Lulu just smiled and pat Celly on her head.

“C’mon, Celly. We need to finish up before the DJ gets here,” Lulu said, a bit embarrassed at the intimate hug.

Celly slowly, and a bit reluctantly, let go of the hug and said, “Okies, Lulu, but what now?”

“Now, we need to find someone who can make us a few fliers real quick. While whoever does that, we’ll finish up here before anyone shows up,” Lulu said, wondering who they could ask for the job.

“How’re we gonna find someone now?” Celly asked cutely.

Just as Lulu was about to talk, the gym door opened, causing the sisters to look in that direction. Walking through the doorway was a silverish blue haired girl wearing a blue hoodie and purple skirt. The new girl was looking at the decorations as the sisters made their way towards her.

“Can we help you?” Celly asked.

The girl nodded and said, “Yes you can, by telling The GGGGRREEEAAAATTT and PPPPOOOOWWWERRRRFUL TRIXIE if this is where the party is gonna be.”

Lulu nodded and said, “Yes, the party’s here. But why’re you here?”

Celly then said, “And where did you get that awesome skirt?”

The new girl, Trixie, looked at them and said, “Trixie wanted to know if this was the right place. And Trixie made the skirt herself.”

“NO WAY!! You made that cute skirt?!” Celly said, gushing over the cute design.

Trixie smiled arrogantly and said, “The Great and Powerful Trixie is a woman of many talents.”

“Wow, you must be amazing,” Celly said, amazed at the girl.

Lulu looked thoughtful and said, “Would you also be able to make fliers?”

“Of course, Trixie can make a simple flier. Trixie makes all her fliers for her shows,” Trixie said, liking the praise she was getting from the sisters.

“Well, I hate to ask a girl of your expertise, but do you think you could make us a few fliers for the party? We told a few people, but we don’t think many will show up tonight,” Lulu said, trying to sound as sad as possible.

Trixie looked a bit thoughtful and said, “That would be a shame.”

“And we would need an amazing person to spread the word about the party. Someone who’s talented,” Lulu said.

“Yes, someone talented,” Trixie said.

“Someone who’s skilled with this kind of thing,” Lulu said, smiling a bit.

“Definitely skilled,” Trixie said, puffing her chest out.

“Someone like… you, Trixie,” Lulu said, as she clapped.

“Yes, when you want something done right, you need the Great and Powerful Trixie for the job,” Trixie said, happy that someone appreciated her talents.

“And you’ll do it?” Celly asked with wide eyes.

“Of course. The Great and Powerful Trixie will lend her services to you and help bring a ton of people to the party,” Trixie said, closing her eyes and crossing arms.

“Oh, thank you, thank you!” Celly said, wrapping her arms around the talented girl and forcing her chest against the now blushing girl.

Lulu, seeing Trixie struggle, said, “Celly, you should let go of Trixie.”

Celly looked at the silvery haired girl in her arms and saw her blushing badly. Letting Trixie go, she said, “I’m, like, so sorry, Trixie. I was just so happy.”

Trixie shook her head and said, “Trixie understands how people can be when they’re happy. Now, if you’ll excuse Trixie, she needs to get going to get those fliers made.”

“Of course. And be sure to find us if you ever need anything, Trixie. My sister and I will help you if you ever need it,” Lulu said happily.

“Don’t you worry. Those fliers will have everyone flocking to this party. You can count on that,” Trixie said arrogantly as she walked towards the door and out into the halls.

Author's Note

The next chapter is finally here and the party's getting closer.
Big thanks to Regreme.

So hope you like it