The Change!by MancinChaptersAnd so it begins...Step One: ResearchStep Two: SUCCESS!...after a SLIGHT setback..."Tits and Ass! Everywhere you LOOKED...Tits...and ASS!" --- Spike, trying to explain what happened in PonyvilleAnd so it begins..."Twilight! Come back! I was just kidding!" yelled Rainbow, to her friend's retreating form. The Six had been having a lovely early Autumn picnic out in the middle of Ponyville Park, when the subject of stallions had invariably come up. "Girth!" Pinkie had replied cheerfully, her mouth stuffed with cake. "I just love it when a guy can spread me wide, and stretch me out!" She bounced in place as she knelt, making her curls (and her tits) jiggle. "It's so much fun!" Rainbow smirked and turned to Applejack. "And how about you, cowpony? What kind of fun do you like about stallions?" The blonde mare took a careful sip of her cider before answering. "Cum. Delicious, tasty cum. Loads of it. Enuff ta make me gag, an then some!" She took another sip before adding, "Ah also luv it in mah ass." This caused Twilight to spit out her drink and begin choking. Fluttershy, who sat nearest to her, smacked her on the back, being careful of her wings. "Are you okay, Twilight?" she asked. Twilight took a few moments to compose herself, then managed, "Y...yes, I'm alright." She stared up at Applejack, who cooly returned her gaze. "Applejack! Doesn't that...hurt?" Applejack shrugged. "It's a good kinda hurt. An it gits better an better wit each pump. When yer wit a stallion who's got a big dick an who knows what he's doin', it's pure Heaven!" All around her, the mares were nodding, even Fluttershy and Rainbow! Twilight stared at them all. "Wait...every one of you know about this?! Even you, Fluttershy?!" Now it was Fluttershy's turn to shrug. "I like male company," she quietly offered. Twilight shook her head in disbelief and finally looked at Dash. "And you? I...I thought you...were...not into ...males?" she sheepishly queried. Rainbow gave a hearty laugh at this. "Oh, Twi! I'm into anything with a pulse! You oughtta know that, given how long we've known each other!" Her eyes took on a dreamy look as she added, " And I just looove a big, hard, stiff dick pounding me until I can't see straight! Just ask Thunderlane!" Then she also gave a surreptitious smirk at Applejack, who briefly met her gaze and then looked away, smiling herself. Twilight sat up, her back ramrod straight. "Well! It would seem I have some catching up to do!" She looked down at herself, noting her own B-cup breasts, and silently compared herself to divas like Rarity and Fluttershy. But she stared a bit too long, long enough for Rarity to notice. "Darling, why are you staring at my tits? You do know that's not all that's needed to get a stallion's attention, correct?" Twilight startled and jerked her eyes upward. "I wasn't staring!" her face turning an interesting shade of red. "But...what else is needed?" Rarity waved a hand airily. "Oh, sweetie, it's all about attitude!" She looked around the Park until she spotted some stallions playing an impromptu game of football off in the distance. Getting to her feet, she smiled at her friend and said, "Now watch me!" They all watched as she bounced and jiggled her way over to the group of men, then simply stood there and waited. After a very short time, one by one they all stopped playing and came up to her and started talking. They could see her giggling and running her fingers through her mane, then she turned and pointed over her shoulder to her group of friends. The stallions all looked over at Twilight and Company, then they all got huge smiles on their faces. Rarity took the biggest one by the hand and led him back to her party, followed by the others. "Ladies!" began Rarity. "These gentlestallions would like very much to join our picnic! Won't you please welcome them?" Applejack was the first to respond. After undoing the top buttons of her shirt and sticking her generous C-cup chest out, she smiled up at them and said, "Well, howdy! C'mon an' sit next to me, big fella!" to one of the stallions, who after getting over being stunned by the sight of her freckled boobs, sat awkwardly down. Applejack leaned in close to him, took one of the desserts, and slowly licked the frosting off, her sultry gaze never leaving him. "Do ya like...apples?" she whispered. He could barely nod as she smiled and brought the turnover up to his lips. After he took a careful bite, she closed the distance with her mouth and kissed him, then whispered, "Ah'm an Apple..." While this was going on, two stallions seated themselves next to Rarity, who was openly flirting with them both, then two had sidled up to Pinkie, who promptly glomped one down to the blanket and began kissing him, getting frosting and cake crumbs all over his mouth, but he didn't seem to mind! She then reached up and grabbed the other by his t-shirt collar and pulled him down onto his back into the pile, went, "Stallions! Wheeee!" and started shoving her tongue down his throat as well, while she straddled the other and ground her crotch (in her tiny pink short-shorts) against his lap. Twilight, who had yet to be chosen, glared at Pinkie and yelled, "Pinkie! We're in public!" But Pinkie was now nearly drunk on male pheromones! She stopped kissing and grinding on her helpless, dazed playthings, (who by now were both sporting rock-hard tents in their athletic shorts) then gave them both a face-full of sweet, soft, hard-nippled boob as she hugged them by their heads to her ample chest. She folded her ears back, returned Twilight's glare, and through gritted teeth snarled, "MINE!" then went back to her sexy business. Embarrassed, (and more than a little turned on!) Twilight looked around for any families within sight of the scene that was quickly becoming 'X-rated.' Even though none were close by, she used her magic to encase them all in a dome shield that not only hid them all from view but also muffled sounds. As the last two stallions were standing there drooling over Pinkie's "affection" with her playmates, and while Twilight was distracted putting up the shield, Dash kept her eyes on them, leaned over to Fluttershy, and whispered, "Flight school?" Fluttershy startled and looked sharply at her friend, then grew a knowing smile and nodded. "Flight school." She and Dash then drew close to each other, cheek to cheek, and lightly drew their fingers over each others' breasts. They turned their faces to each other and kissed passionately, then, still cheek to cheek, turned again and locked their smoky gazes on the stallions, still running their hands over each others' boobs. They now had the guys' full and complete attention, and while Rainbow's tits couldn't compare to her butter-yellow friend's, she extended a leg and arched her back, drawing attention to her magnificent ass. The fact that she was wearing skin-tight, black knee-length leggings only emphasized her sweet curves. Both mares then crooked their index fingers at them and beckoned them hither. Yep! As they both sat down, one next to Dash and the other with Fluttershy, Twilight finally noticed and frowned. How the HECK did she get left out...again?! She looked over at Applejack, whose shirt had just somehow come off one shoulder as she giggled and played with her guy, then Rarity, who to her shock was now completely topless, on her back with her tongue down the throat of one stallion as the other was sucking on a breast, while she looked like she was having the time of her life! She pointedly refused to look at Pinkie, who was long done with kissing and had moved...lower...then she glowered over at Dash and Fluttershy. Dash noticed Twilight's glare as she was flirting with her stallion and smirked, "Sorry, Twi...you snooze, you lose!" That! Pooping! Did it! She got to her feet and stormed off, ignoring Dash's apology. She was still steaming when she reached the Library! She kicked the door open, then slammed it shut, and went straight up to her room. She paced back and forth, reliving each and every frustrating moment. Rainbow's smug smirk! Rarity hogging two stallions to herself! And Pinkie! She didn't even want to think about Pinkie, who, just as she was leaving, had made one of her stallions reach climax as she'd suckled his...his...penis! Right in public! Twilight ground her teeth as she remembered both the male's satisfied, drawn-out moan and Pinkie's delighted, "MMMMMMM!" as she was shamelessly swallowing and slurping! As if his semen was the tastiest treat she'd ever had in her mouth! Here she stopped pacing and paused. It...it couldn't taste that good, could it? Then she remembered what Applejack had said about it, and had to reconsider. At least her friend Applejack had the decency to choose only ONE guy for herself! Though by now, she was probably enjoying his..."cock!"...in her..."ass!" Twilight put her hands to her cheeks as she thought these naughty words, trying to hide her blush, even though she was alone. Twilight went over to her full-length mirror and stared at her reflection. I'm certainly not ugly...but maybe...I could stand to change some things about myself... She brought her hands up to her breasts and hefted them. True, they weren't as big or inviting as Rarity's or even Fluttershy's, but she wasn't flat-chested either. She turned in the mirror to get a look at her butt. She'd always been on the small side, having entered Celestia's School for Gifted Unicorns at an early age, so she'd developed later than all her classmates. None of these things had ever bothered her before, as focused as she'd been on her schoolwork, but now that she was out in the real world, and had made friends away from the ultra-conservative city of Canterlot, she was seeing a very new side to life. A sexy side! While she'd heard rumors of Canterlot having a..."red-light" district, residents there mostly kept their more...hmm...sensual activities to themselves. Such was not the case here in Ponyville, as she'd soon discovered. Founded by Earth ponies, the town still mostly observed the Earth pony views toward sex: as long as two (or more!) adults were consenting, then go nuts! She couldn't count the number of times she'd been out at the Market, or at Sugarcube Corner, or even on the way to visiting Fluttershy's cottage when she hadn't overheard more than a few openly discussing their bedroom activities! Most times, she'd blushed and hurriedly finished her shopping and left, her ears ringing. But she'd heard enough to pick up on a common complaint: there simply weren't enough stallions in the town to satisfy all the mares that wanted one. So it was those who were the most attractive that received the most attention, and that usually translated to large breasts, large butts, tiny waists, and pouty lips. Twilight sighed as she continued to stare at herself in the mirror. So basically, if she wanted to get her share of male attention in this town, she'd have to look like a...a...bimbo! Then a wicked grin spread across her face as a crazy plan birthed itself in her brain. With her extensive knowledge of both magic and alchemy, and having access to one of the best-equipped laboratories this side of Canterlot, such a thing was doable. Her grin grew wider. I can do it! They'll think me mad, but I'll show them! I'll show them all!! Outside, a thundercloud appeared over the Golden Oaks Library as lightning struck and the thunder rolled, while the residents of Ponyville all paused and shuddered at the sound of maniacal laughter and ominous organ music coming from the middle of Town. Step One: ResearchSpike nearly dropped the groceries he was carrying when he came within earshot of his and Twilight's home. He stopped for a brief moment and closed his eyes. "Not again..." Then he gripped his bags and hot-footed it home, racing past more than a few worried ponies who'd been brave enough to venture close to the Library to see what in Tartarus was going on! As soon as he'd crossed the threshold, he let the bags fall and then ran upstairs. It was just as he'd feared: Twilight was in full 'mad scientist' mode. Again. The first thing he did was to go over to the record player and scratch the record off. The eerie organ music stopped. Twilight stopped in mid-cackle and spun around to face him. "Spike!" she cried. "I was setting a mood!" Spike sighed and walked over to her. "I can see that." He held out his arms. "Give me the cape." She pouted and removed the high-collared, black and red opera cape and sheepishly handed it to him. He then walked over to the window and looked down at the ponies gathered outside. "You're scaring the normals, Twi." He looked back at her. "What kind of scheme is it this time?" Her smile widened to such a degree Spike took an involuntary step back. "It's quite simple, Spike!" She pulled her shirt open, then took her breasts in both hands and squeezed them. "See these?! With my knowledge of magic and alchemy, I'm going to make them HUGE!" As the little dragon was struck speechless, she turned around, pulled up her skirt, and continued. "And I won't stop there! Stallions just love a big, fluffy butt! Mine will rival Pinkie's, or even Rarity's!" Spike took a moment to wipe the drool from his mouth, and finally managed, "Buh...but why do you want to do all that?" She cocked an eyebrow as she looked over her shoulder at this ludicrous question. "Why, for intercourse, of course!" She let go of her skirt and started pacing again. "I'm tired of all the bimbos in this town like Rarity, Fluttershy, Pinkie, and...and...Derpy hogging all the male attention!" She rounded on Spike, leaned down near his face (too near!), and exposed her boobs to him again. "Derpy! Are her breasts that much bigger than mine?!" Spike took the cape he was still holding and strategically placed it in front of his crotch. "I...I can't say, Twilight..." He then wiped the sweat that was forming off his brow. "Is...it getting hot in here?" But 'Oblivious' Twilight took absolutely no notice of his discomfort. She reached down, grabbed one of his hands, and brought it up to her tit. "Feel this! Isn't it soft? If you weren't my dear brother, wouldn't squeezing my breast make you aroused?" With an effort, the stiff dragon cleared his suddenly dry throat, while continuing to knead his sister's boob. "Whoa...y...yes...I would be..." Twilight suddenly straightened up, freeing her tit from his grasp, and looked off into the distance, growing thoughtful again. "But just imagine how nice they'll be once I've enhanced them..." She spared Spike a glance, who was by now sweating profusely while staring at his hand. "Are you alright, Spike?" He couldn't look at her. "Umm. Yeah, Twilight. I'm...fine." She beamed at him. "Good! Because I want to get started right away!" As she made for the stairs, she stopped and added, "Gather all the books you can find on 'body transformation' and meet me in the lab! I have tons of research I need to do!" He finally looked up at her. Her breasts were still exposed, and the back of her skirt had gotten caught on her belt, showing every bit of her sweet, round ass in her tiny white lacy panties. "I'll...be right there, Twi..." She smiled again, totally unaware of her state of déshabillée, now that she was in complete 'research' mode. "Don't keep me waiting, my Number One Assistant!" Then she turned and hurried down the stairs. As soon as she was gone, he dropped the cape, exposing his diamond-hard cock, and took a steadying breath as he tried to free his mind of the sexy images he'd just endured. Without another word, he made straight for the bathroom, jumped in the shower, and turned the cold water on. Full force. "Ahhh! Ahhh! Ahhh! That's it! Deeper, stud! Fuck me harder!" yelped Applejack. She was on her stomach with her shorts ripped off, back arched, and holding her ass cheeks open while the stallion behind her plunged his meaty cock in and out of her ponut. "Oh mah LAWD Ah luv a cock in mah ass!" she squealed. She could feel every vein and knob of his dick as he fucked her with wild abandon, her eyes rolled back in her head and her tongue lolled out. "Don't yew stop!!" All around her, the other mares and stallions were lying completely exhausted in piles; Pinkie was covered in cum, resting peacefully with two cocks across her smiling face as she idly sucked on one like a pacifier; both Fluttershy and Rainbow had been fucked until their partners had passed out; Rarity was holding up a makeup mirror to her face as she sat between her two satisfied paramours. After fully draining both their ballsacks with mouth, pussy, and ass, she was making the vain attempt to look presentable once more. Closing her mirror with a snap! she smiled, sighed, and gave up. After such a session, there really was no point in trying to hide what had been an extremely fun and satisfying time! She sighed again, wishing such times could happen more frequently. As she sat there musing, Applejack gave a great cry and came, her entire body seizing up as the guy behind her buried himself to the hilt and came himself, his eyes rolled up as he jerked and pumped load after load of cum into the blonde's tight ass. In a brief notion of pure greed, Rarity licked her lips as she watched them, then considered taking him on herself after he'd finished with her farmer friend, for Celestia only knew when she'd get the chance to have this much fun again! But as he pitched forward and fell limp on top of AJ, she knew they were both down for the count. That's the problem with stallions; big dicks, no real endurance, she thought to herself. If only there was some way that could change... Meanwhile, Twilight busied herself in her lab; setting up instruments, putting on her long white coat, and adjusting her blackboard. She was in the middle of perusing a few tomes on the basics when Spike finally made his appearance. His arms were loaded with books as he struggled down the stairs, taking them one careful step at a time. He looked up at his sister as he reached the bottom and blew a brief sigh of relief to see she'd put on a concealing lab coat! In all the years he'd known her, he'd never seen her so distracted to the point she'd lost all modesty around him, and he sincerely hoped this would not be the start of a trend. "Here's everything I could find you asked for, Twilight," he said, taking a moment to wipe his brow. Those damn things were heavy! She looked up and beamed at him. "Thank you, Spike! I can't wait to get started!" She was so excited she got up to hug him, which was of course when Spike noticed she'd forgotten to button up her coat, so her tits were still visible. He swallowed as she bent down and enfolded him in a booby hug. She then straightened up with a giddy giggle and grabbed the first few volumes in her magic and in her arms, took them to her table, and began reading them all at once. Spike shook his head to clear it of all impure thoughts, then said, "I know how you get when you're studying. I'll go make us both something to eat." She merely grunted at him, her attention fully on her books, so he knew she hadn't even heard him. About an hour later, there was a knock on the door. When Spike went to open it, still clad in his apron, there were all their friends, looking quite tired but satisfied, in various states of undress. Spike stared at them all, sighing inwardly. Wearily, Rarity spoke. "Is...Twilight home? We wanted to return her picnic blanket, and thank her for the privacy shield..." Just as the little dragon was about to answer, there appeared Twilight behind him, munching on a big burrito. She frowned at them, and said, "Oh. It's all of you. I suppose you all had "fun" without me?" They all had goofy smiles of one sort or another on their faces, but Pinkie was in the "worst" shape of them all. She was being supported by Fluttershy, with one of the sleeves of her mini-top falling off, and her knees bent inward in an awkward position. Her eyes were unfocused, and she kept muttering, "Cocks...cocks...so many, tasty, tasty cocks..." "I suppose that was a stupid question," finished Twilight. They all blushed, but Rainbow took the lead this time. "Twi, I'm really, really sorry I made fun of you! I promise it won't happen again!" She laughed nervously and placed a hand behind her head. "It was just...the heat of the moment!" Applejack took up the explanation. "None 'o us woulda acted like that if'n it weren't fer the daggone dry spell we've all bin havin'!" All the mares except Twilight gasped and turned to Applejack. Even Pinkie was aroused from her stupor at this news. The fashionista was the first to respond. "Wait...you have been experiencing a 'dry spell,' Applejack?!" The farmer nodded sadly. "Big Mac has bin outta town for the past few weeks visitin' relatives. It's just bin me, Granny an' Apple Bloom!" All the mares crowded around her and expressed their sympathy, but Twilight was still out of the loop. They all turned to her as she held up a hand and said, "Hang on: am I missing something? What does Big Mac have to do with her 'dry spell?'" When they all simply stared at her with flat expressions, her face changed from puzzlement to vague understanding. Then her eyes flew open wide and she slapped a hand to her mouth as full realization dawned. After a moment, she found her voice. "You don't mean...you...and Big Mac...you two...NO!" "Have you seen her brother?" asked Rainbow, rather rhetorically. Twilight spluttered, "W...well, yes! Of course! But...but..." she finished lamely. Applejack waved a hand. "Ain't no 'buts' about it. That man's got the biggest cock in Ponyville, an' Ah shore ain't gonna pass it up!" Her eyes became dreamy and unfocused. "An Lawd a mercy, does he know how ta use it!" All the other mares sighed and nodded. Spike had become very quiet. She took a second look at them as she spoke, then her pupils shrank to pinpricks as she spied the blanket. "Is...is that the thing you all have your...(gulp) fluids on?!" Applejack looked down at the blanket she was holding and said, "Well, yeah, Ah suppose..." Twilight bared her teeth, and whispered, "Drop it..." AJ cocked an eyebrow. "Excuse me?" "Drop it, I said!!" Applejack startled and did so. "Now, stand back!" cried Twilight. Quickly, she reached behind herself and produced a pair of goggles which she immediately donned, then grabbed Spike and hugged him to her chest, his head facing the offensive object. Pumping his tail up and down like a lever with her other hand, which caused his head to click open and shut, sparking like a Zippo lighter, he finally caught flame which shot out about ten feet! With gritted teeth, she directed the flame at the soiled blanket until it was nothing but a pile of cinders! She then snapped his mouth shut, cutting off the flames, and set him down as she caught her breath. Spike looked up at her, tendrils of smoke still emanating from his jaws. "Really, Twilight?" She took off the goggles and wiped her brow. "It needed to be done, Spike." All her friends were struck speechless until Applejack finally spoke up. "Ya coulda just washed it, Twi." The librarian stared at her as if she'd gone mad. "No," she said in a low, dangerous voice. "No, I couldn't have." "Okay: Explain it all to us again exactly what you're doing, Twilight?" asked Rainbow. All of them were seated down in the basement laboratory in front of the purple alicorn, as she stood before her blackboard. Upon it were charts and hand-drawn diagrams, which could have been written in ancient Ponish for all the sense they made to her friends, but which Twilight was excitedly pointing out. "It's actually quite simple!" She turned once again to her diagrams. "Once I've figured out the exact spell, I will be able to enhance myself physically and emotionally! I will no longer be the shy, nerdy bookworm that I know you all think of me, but an inexorable, implacable, seductress!" In the stillness of the room, a cricket chirped. Twilight sighed. "I'll be a hot bimbo." "Ohhhh..." they all said at once. Step Two: SUCCESS!...after a SLIGHT setback..."Twilight...you have to eat something," pleaded Spike, as he stood on the basement steps, holding a brimming plate of her favorite foods. But the focused alicorn merely grunted and continued with her work. She'd been down there for hours without a break, and her Number One Assistant was understandably worried. Celestia's Sun would be rising any moment now, and the last time he'd seen her this determined to finish a project things had gone...poorly. All of a sudden there was a bright flash, followed by an explosion, which knocked them both off their feet. Slightly stunned, (and covered in eggs, Prench toast, butter, and syrup) Spike slowly picked himself up and looked around. The lab was a shambles, with broken equipment scattered about, scorch marks on the floor...and an alicorn-shaped hole in the ceiling. Before he could panic, he heard, "I'm alright!" and then bare footsteps coming back down the stairs. The blast had blown her clothes completely off, right down to her shoes, but she appeared not to notice. She rushed past him, her still normal tits jiggling and her regular butt all a bouncy, mane totally frazzled and blown straight back into spikes, back down into the lab and up to her table, the only thing still standing. She took one look at the beakers of golden liquid she'd produced that were glowing on the table, then ran over to the record player, set it back up, and put a record on. Then she threw back her head and laughed as ominous organ music once again began playing. Outside, that thundercloud suddenly appeared over the Library and the lighting and thunder boomed. "MUHAHAHAH!! I've DONE it! They said it couldn't be done, but I finally SHOWED them! I showed them ALL!!" Spike tore his eyes away from her spectacular ass, walked slowly over to the record player, and once again scratched the record off. She whirled on him and pouted. "Spike! You never let me have any fun! I was just setting a melodramatic mood about how I vanquished my enemies!" Spike looked around the ruined lab. "What enemies, Twi?" he asked in a flat voice. She looked around vaguely and twirled a finger in the air. "You know...the...doubters....the neigh-sayers?" Then she jutted out her chin and stomped a dainty foot, making her tits jiggle. "It doesn't matter!" She grabbed a golden vial, then held it majestically aloft. "See this?! It is the culmination of my work! My reward! My triumph! BEHOLD!" She brought the vial slowly to her lips, closed her eyes, and downed it in one gulp. There was another spectacular flash, and Twilight cackled as she felt her body beginning to grow much larger...and grow...hairy? Her arms became huge and muscular (and long, juuust right for swinging through trees), her knuckles turned coarse and knobby, her head reached the ceiling...and she suddenly felt an intense craving for...bananas. She turned to Spike and opened her mouth to ask him how she looked, but all that came out of her mouth was "Ook, ook." She slapped her gargantuan, simian hands over her mouth as Spike stared wordlessly up at her, his body shaking. Then, he couldn't stand it a second longer and fell on his back howling with laughter. She stared down at him with a flat (simian) expression, then tried speaking again. "Ook...ahem...Spike," she continued in her normal voice, "if you'd kindly get ahold of yourself, I could use your help in figuring out what went wrong." But all the helpless dragon could do was point a shaking finger at her head, then roll over on his side with his eyes shut, holding his stomach as tears streamed down his face, roaring with hilarity. Twilight huffed and made her way over to a wall mirror, then bent down (waaay down) and peered into it. She was relieved to see she still had her horn, but it was small, almost as small as a foal's. She also still had her mane, but on her huge gorilla head, it was as tiny as a toupée, and no longer covered what was now her huge ears. Then outside, she heard a ghastly commotion and lumbered up the stairs to see what was going on. When she finally managed to grip the now tiny doorknob and push the door open, she stood stock-still at the horrible sight before her. It seemed like every adult resident of Ponyville was now swinging through trees or jumping off rooftops, running about with their large, hairy arms waving over their heads while hooting and yelling, flinging their poop at each other, or fighting over the few bananas at various fruit stands. The foals and fillies were absolutely delighted at the pandemonium, and joined in at smashing whatever their little hands could reach. As she stood there with her mouth gaping open, five apes ran up to her. One had a blonde mane, still wearing a tiny cowgirl hat, while another sported a rainbow mane with fluttering wings far too small for her body. Another quiet one had a long, pink mane, also with tiny wings, who was followed by a white one with a small horn, who was apparently trying to still look dignified. The last ape had a pink, cotton candy mane on top of her giant head, and she was bouncing up and down excitedly while hooting. The one wearing the hat cleared her throat and said, "Ah know yew had sumthin' ta do with this, Twi." Her voice became low. "Fix. This." Twilight hurried back down to her lab, with her friends gamboling behind her. She righted her blackboard and recovered her notes, quickly going over them. Outside, the hooting and yelling became worse, and they all winced as a window was shattered. "Hurry, Twilight!" urged Rarity-Ape, catching sight of herself in the mirror. She stared for a moment, then burst into blubbery tears. "I can fix this!" cried Twilight, as she took one of the vials she hadn't sampled yet, looked at her notes once more, then fired up her horn. The contents changed from golden to purple, so she breathed a sigh of relief. She turned to the others and showed them. "Here goes..." and before any could protest, she quickly swallowed the vial. Nothing happened. Twilight-Ape looked again at her notes. "I was sure that would---" she gasped as another bright flash of light poured out from her. It bathed the room in its glow, then radiated majestically outward past the Library, out into Ponyville, then stopped somewhere in the middle of the Everfree Forest. Upstairs, Spike had gone to clean up and see for himself what was going on outside (after he'd recovered from laughing), then stopped as he was bathed in a Golden Light. "Uh oh..." he whispered, as he felt himself growing taller, then more muscular, and then...he looked down at Spike Jr. It was growing as well...until it was almost a foot longer than before! "Whoa...that's new..." he said to himself in awe. He ran to the bathroom and wrapped a towel around his waist, then went to the window and looked outside. What he saw made his jaw drop and his new "friend" go stiff. He rubbed his eyes and looked again. Not a hairy beast to be seen, but what he did see...he couldn't believe! He then made his way down to the laboratory. "Twilight? What happened? Are you...hubba, hubba..." He stood rigid (in more ways than one!) on the stairs as he stared down into the lab, as all the girls moaned and sat up. Twilight was the first to notice, as she stared down at herself. Her eyes grew wide, and she threw both arms over her head as she shouted in triumph. "IT! WORKED!!" "Tits and Ass! Everywhere you LOOKED...Tits...and ASS!" --- Spike, trying to explain what happened in PonyvilleTwilight got to her knees and gazed proudly down at her new "assets." She'd gone from modest 'B' cups to enormous gravity-defying 'D' cups, with perky nipples and dark areoles. She squeaked and shivered as she brushed a finger lightly across them, finding them now to be extremely sensitive, to her increased delight. Hearing moans, she looked around the ruined laboratory at her friends and saw they'd all undergone the same sexy changes to their bodies as they got shakily to their feet. She felt a brief surge of disappointment, as she'd intended the transformations to be only for herself, but with a bubbly giggle she got up and bounced over to a wall mirror to fully check herself out. Still completely nude, she turned around and around in the mirror with a goofy smile on her face as she took in her new bubbly ass, her pouty, full lips, her longer, thicker mane, and her wider hips. She bounced a few times on her toes, watching her tits and ass jiggle. She did feel a slight fog in her brain when she tried to think of the right words to describe herself, but she quickly dismissed it as a temporary side effect. She only stopped gazing at herself when she heard a weary, "Tw...Twi? Whu...whut happened?" She turned and looked at her friends. Applejack was leaning against the table, holding her head. Like herself, she was also sans les vêtements, but she seemed too groggy to notice. Twilight stuck out her bottom lip in a pout as she noted that, unlike herself, Applejack was considerably more endowed, as well as still being taller. Applejack slowly looked down at herself as her eyes grew wider. "Whut...whut happened to titties...?" She brought her hands up to her freckled funbags and gave them both a squeeze. The effect was immediate. "Oh mah GAWD!" she screamed as her back arched, she threw her head back and her body jerked and spasmed. She locked her knees together as she quickly let go of herself and leaned forward, panting with her tongue hanging out. All the others were staring at her with mixed expressions of slight fear, confusion...and definite arousal! "If...if'n y'all don't...don't wanna hafta go thru...mind blowin' orgasms..." she panted, "then...don't...grab tits..." Everymare looked at her, then at each other... ...then smiled... Author's Note The redacted scene of complete debauchery was deemed far too explicit for sensitive viewers. Simply know that it involved a lot of screaming, body fluids being ejected, friends getting to know each other better than they ever have, and finally, lab equipment being put to uses Twilight never imagined nor dreamed of doing. We now return you to your regularly scheduled reading. As they all lay in a sweaty, sticky pile an hour later, Applejack finally caught her breath and sat up. With a weary smile on her face and pussy juice-covered boobs heaving, she said, "Gals? That were good...but now?" She squirmed uncomfortably, before adding in a low voice, "But now Ah. Need. DICK!" "Me too!" giggled Pinkie as she bounced to her feet. Her even bigger boobs threatened to give her two black eyes as they booped in her face. She eagerly looked around the lab, with a hungry, predatory gaze in her wild eyes. "Where is Spike? Me know me see him down here!" She was the only one of them that had turned and gotten a good hard (giggity!) look at him before they'd all started their..."fun"...as a bit of drool slipped out of her mouth just imagining all the things she was going to do to that cock! Rainbow quickly threw both Rarity's and Fluttershy's legs off her head as she sat up and yelled, "Me see Spike first! Out me way!" Both mares practically ran over each other as they raced up the stairs, tits and asses jiggling, calling out, "Spike? Spiiiike? Where arrrre you?" But Spike had gotten the hell out of Dodge the moment he'd seen what his friends, sister, and the entire Town had become. He was still shaking when the train pulled into the last stop. "Canterlot! Canterlot Station!" the conductor cried. Spike pulled himself out of his stupor and dragged himself off the train. He looked down at himself. The bath towel he'd hastily grabbed simply would not do for hiding his new..."asset"...for long, so his first order of business was to find a tailor. Once that was accomplished, and he was properly fitted in a nice pair of jeans and a black t-shirt, he then made his way to his parent's home. Knocking on the door, he heard a musical female voice trill, "Coming~!" then he stood back. Once it opened, his Mom's gaze, now at his chest level, stood rooted for a second before she gradually turned her eyes upward. "Sp...Spike? What...what happened to you?!" She looked him up and down. "You're sooo...BIG! I mean...TALL!" Spike sighed as he walked in. "It's a long story, Mom..." Twilight Velvet couldn't keep the blush off her cheeks as the two of them sat at the kitchen table. Her hands slightly shook as she brought her cup of tea up to her lips and took a careful sip, then said, "Now, let me get this straight: you're saying the entire town has changed?!" Spike nodded grimly. "Everypony I could see. Starting with my sister and her friends...they're all huge-breasted bimbos now..." Velvet fanned herself with a hand. "Oh my..." She got up and paced around the room. Then her eyes grew bright as she turned back to him. "What about...the males?" Spike shrugged. "I didn't see too many of them, but the few I saw looked...bigger." He gestured to himself. "As you can see, I was affected by Twilight's spell, so I guess we can assume they were as well." She stared at him a bit longer than she'd intended and bit her bottom lip. "So we can assume..." she whispered. She then closed her eyes and took a deep, slow inhale of the air, which was now rife with his enhanced pheromones. Her eyelids fluttered and she swayed on her feet. "...sweet Celestia..." she moaned, as her nipples became pronounced through the thin top she was wearing. A bead of sweat rolled down Spike's temple. "M...Mom? You...feeling alright?" She shook herself and snapped back to reality. "Oh! Yes! I'm fine!" She bounced over to the teapot and brought it to the table. In a too-bright voice she asked, "More tea?!!?" Spike slowly got up and backed away from the table. "I...uhh...think I've had enough." Seeing she was between him and the front door, he began to edge around her. "I'm...just gonna go...talk to Princess Celestia...she probably should be informed about what happened..." "But you just got here!" She stuck out her bottom lip as she tried to close the distance. "And I want to hear allll about how...BIG...my little dragon has become!" She gripped the ceramic teapot so hard as she stared up at him that it audibly cracked. Then she lit her horn...and the door behind him...locked. Now Spike started to sweat in earnest! Keeping his eyes on the predatory mare that he thought was his surrogate Mom, he reached behind himself and tried the door knob. It may as well have been coated in concrete! He swallowed as she drew closer, and stammered, "H...hey...isn't...Da...Dad coming ho...home soon?" She smiled as she threw the pot across the room, and he flinched as it shattered. She reached up to her top and drew one of the straps down. "Night Light's out of town for the next few weeks..." she purred. "It's just you...and me..." While nowhere near as big as the bimbos now bouncing around Ponyville, Velvet still had a sizeable chest and had kept herself looking quite hot for her age. And also like most mares her age, she had a ravenous sexual appetite, made all the more so from having to suppress it living in such a conservative city. But now a rare opportunity had dropped into her lap: a new stud had walked into her home, reeking of male, and if that bulge she'd noticed from the moment she'd laid eyes on him was anything to go by, this was going to be a very fun afternoon indeed! As for Spike, he couldn't believe what was happening! This was the very reason he'd fled Ponyville because he knew if he'd stayed he would have taken advantage of every mare in that lab, including his sister, and he didn't want to do that to any of them. Not if they couldn't control themselves. But here was one that wasn't under the influence of that spell. And despite himself, he couldn't look away! But...he had to try! This. Is. His. Mother! He'd known her his entire life! He gazed down at her as she slowly got undressed. She had the same eyes...the same, full, pouty lips...that used to read him bedtime stories!! The same arms...that used to tuck him in at night!! ...that was now reaching for his crotch... He shook himself! Concentrate! He was backed all the way against the door, as Spike Jr. betrayed him, and took on a will of his own. As she fully removed her top and tossed it aside, he was mesmerized by the sight of her perfect, milky tits...but he had to resist! "M...Mom! Thi...this is a...bad idea!" "Oh, really?" She cocked an eyebrow. "Then, how do you explain this?!" She took his jeans by the waistband (which she'd already loosened) and with one swift motion pulled them down. "Mom!!" he shouted, but he looked down, and couldn't deny the evidence before them both: his cock was at full mast, standing tall, erect, and throbbing. Stars appeared in her eyes as she stared at his thick, veiny meat. "My gawd that looks delicious..." she moaned. Never taking her eyes off the monster cock, she got slowly to her knees, then stroked it with one hand while fondling his balls with the other. "It's soo hard..." She gazed up at him with a worried expression. "Doesn't it hurt?" All he could do was nod. She stuck out her bottom lip. "Poor baby! Don't worry though: Mommy's hot, wet, comforting mouth will make it feel alll better..." she whispered. She opened her mouth and slooooowly brought it to the head, letting her warm breath wash over it as she sighed. She closed her eyes as she finally, at long last, took dragon cock into her mouth. A thrill shot through her, for she'd secretly been wanting to do this for a long time, and had done her own, private research on dragon mating habits. Their thick, bumpy, veiny cocks. Their creamy cum, supposedly much warmer and spicier than stallion cum! As she ran her tongue all around the head, her eyes shot open and she went "mmmph!" as she was rewarded with a spurt of precum that jetted into her mouth. She locked her knees together as she went through a mini-climax at the taste: her forbidden scrolls hadn't been lying! It was warm, very warm, and deliciously spicy! She had to have MORE! The girls went all through the Library, finally coming up empty-handed. Rainbow jiggled down the stairs with a dopey look on her bimbo face, holding a note. With her bottom lip stuck out, she pouted, "There no big, juicy cocks here!" She held the piece of paper out to Twilight. "Only this thing with funny squiggles! What it mean?" Twilight took the note and stared at it. Her brow furrowed as she tried to remember. These..."funny squiggles" were..."letters!" She giggled and bounced up and down. "Me know! Me know! This...note!" She looked around the Library, then gasped. "Oh! And these things...they..."BOOKS!!" All the other mares began to share her enthusiasm. "Ooo! Ooo! 'Books' sound like 'cocks!' Is that what they be?!" cried Pinkie as she started to pull them from the shelves. Soon there was a pile of books all over the floor, as all of them sat or knelt dejectedly. Pinkie sobbed, "No! These not cocks! WAAAAAH!!!" But then there was a loud commotion from the front of the building, as they heard the front door being opened, slammed shut, then furniture being hastily thrown around. The girls all looked at each other, then cautiously got up and peeked around the corner to see what was what. Their eyes flew open and their tongues lolled out at the sight. Several naked males had run into the Library and had apparently sought refuge there, for they were in the process of barricading the front door. Outside could be heard the sounds of females yelling to be let in, as the stallions panted and sweat dripped off their pale faces while they held the furniture and other objects against the mob. The girls drank in the sight of them. Their chiseled butts! Their six-pack abs! Their broad shoulders! And best of all, each of them looked like they were sporting at least a foot of thick, tasty man-meat! Twilight retained enough of her temporarily limited intelligence to light up her horn and intensify the barricade. It was bathed in a purple glow, then solidified so it was clearly unmovable. The stallions all stood back with a collective sigh of relief, chests heaving, and stared at each other. "That looks like that won't be budging anytime soon," one said. He looked at the others. "Which one of you did that?" A sultry voice behind him said, "Me do that..." The males all stiffened, their eyes grew wide, then they all turned as one and looked behind them. There stood six of the hottest babes any of them had seen that day, and all six of them were staring back with unmistakable, needy expressions on their bimbo faces. Rarity stepped forward, one hand sliding lightly over her tits, and the other through her mane. "Helllo~! Why you here?" The stallions all stepped back, and one stammered, "W...we were trying to get away fr...from that crazy mob of mares out there! They all would have torn us apart!" She closed the distance to the one who had spoken and walked her fingers up his chest while pressing her body against his. "Poor guys..." she whispered, "but you can see, no crazies here..." She took a moment to glance over her shoulder. "Right, girls?" But Pinkie had been shaking from the moment she'd laid eyes on the males, and she couldn't stand another second! "Cocks!!" she screamed and dove forward, tackling one of them down to the rug. The others jumped back, leaving their companion to his sexy fate. Before he could recover from his fall, Pinkie yelled, "Pinkie suck COCK!!" wrapped her hot, wet mouth around his meat, and began loudly sucking and slurping with a happy look on her dopey face. She only stopped bobbing her head up and down for a second to declare, "Mmmm! Cock GOOD!!" and went back to her sloppy blowjob. Despite their initial fear, dicks began to rise and stiffen at the frantic gulping and swallowing being done before them, as the pink mare's bubble ass and giant tits jiggled with each thrust of her head up and down on their mate's cock. His eyes rolled up in his head and he spread his legs as his pleasure grew. "Oh sweet lord...this slut's throat is amazing..." he moaned, as her spit covered his dick and flew in splatters across the room. Rainbow was next, walking up to a stunned stallion and leaping up to his arms, then wrapping her legs around his waist. He stumbled backwards against a wall, as she reached down and guided his cock into her waiting, wet pussy. She closed her eyes and sighed as she eased herself down onto his meat. She stared at him with half-lidded eyes as she began to bounce up and down on him, "Ahhhh...fuck GOOD, stud..." she whispered, then locked her wet mouth around his, driving her tongue down his throat. He grabbed her fat ass, spread his legs, and began thrusting mightily on his own, which caused her to gasp and moan. "Yes! YES!! MORE!! Fuck Dash RAW!!" she screamed. With that, the dam was broken, and the males all paid close attention to the sexy bimbos in front of them. Two of them grabbed Fluttershy and threw her down, much to her delight, while one straddled her face and drove his cock down her throat while the other sunk his dick in her waiting pussy. She spread her legs and closed her eyes as she happily took every inch of cock in and out of her throat, placing her hands on his ass to help him thrust deeper and deeper. Before the rest got to Rarity and Applejack, two stallions approached Twilight, much to her surprise and excitement! She stared up at the much larger stallions with a stupid look in her wide eyes, and said, "You want...sex?" They exchanged a look with each other, then looked down at her, grinned, and nodded. "Okay." She took both their hands and brought them up to her breasts. "Grab boobies." As they fondled her breasts, she closed her eyes, leaned her head back, and moaned, "Ohhhh...feels...good!" She opened her eyes and stared down at their members, thinking hard. Then her eyes grew bright. "Ah!" She wrapped her small hands around them and began stroking them. "Cocks feel nice! So warm...so hard..." Then she thought some more, laughed, and fell to her knees. "Me put cocks in mouth! Me SUCK cocks!" She looked up at them. "You like?" They both nodded their heads frantically. "Yeah, baby! Go ahead and suck on them! We don't mind!" "Okay," then took one, then the other down her throat, sucking, slurping, and swallowing with gusto! "Mmmm! Cocks taste GOOD!" She kept up her work, stroking one while suckling the other, back and forth, until both were covered in her spit and dripping off their balls. Finally, one of her studs reached his limit. He took control by grabbing her by the head, yelling, "I'm cumming!" and buried his cock down her throat! She went cross-eyed looking down at his member as she swallowed again and again, her expression wide and surprised. Once he stepped back exhausted and let his dick fall out of her mouth, she smiled up at him and said, "Cum taste GOOD!" Then her attention was drawn to the sounds of moaning, and she looked over at her blonde friend. The friend in question was being pinned down on her stomach, clearly enjoying a dick being shoved in and out of her back cheeks. That caused a recent memory to surface...something the blonde friend had said about..."luvin' it up the...ass?" She looked up at the males and then pointed at her rear. "Now, you fuck...ass?" They smiled at each other again, then the one who hadn't cum yet instructed, "Get on all fours, bimbo." Twilight beamed and nodded her head. "Me bimbo! Me love DICK!" She quickly assumed the position and spread her legs, while the one who'd just erupted down her throat slipped behind her, and the other knelt in front. With his dick still dripping with her spit, he gripped it and pointed it at her ponut, then took her by the hip with the other hand. Her tail was flagged and over her back as he sloooowly pushed forward, watching his cock sliiide inside her hot, tight depths. Twilight had turned and looked over her shoulder at him. With half-lidded eyes, she moaned, "Co...cock...in...ass! Fee...feels...GOOD!" She gasped as he hilted himself to the balls, then moaned, "M...MORE!!" But then the one in front said, "Don't forget about me, slut," and grabbed her by the head, turned her back to face him, and slipped his cock back into her mouth. Again, she looked down cross-eyed at the cock sliding in and out of her mouth, as balls slapped against her chin and a thick, meaty dick was thrusting in and out of her ass. For the first time. Her pleasure grew and grew at being spitroasted, a completely new experience for the young alicorn! Her eyes began to turn white as a buildup of magic started to form, and her body emitted a glow. The stallions looked down at her as her moans grew deeper and deeper. "...mmmm...MMMM...MMMMM...MMMMMM!!" then the magic EXPLODED outward as she came! Both stallions threw their heads back and roared as they erupted gallons of cum into her mouth and ass, in the most intense orgasms either had ever experienced! The magic cascaded once again throughout the Town, bathing everypony in its Golden Light, as far as the middle of the Everfree Forest. After a full minute, she fell to the floor panting, as both cocks slimily slipped out of her mouth and ass, leaving trails of cum out of both. The stallions fell back as well, stunned. Everymare and everystallion in the room had also climaxed incredibly, and all lay in a comatose state. Twilight was, again, the first to recover. She sat up and rubbed her head. "Ohhh...what happened?" Applejack's man had fallen unconscious on top of her, with his dick still in her ass. She smiled and flexed her ass muscles around his meat. "Ah don't know, but it looks like we were havin' sum FUN wif these here stallions!" She placed her hand on his head, and drew his mouth down to hers, and kissed him. "Wake up, stud," she whispered, "Mah ass needs yew to start pumpin'!" He opened his eyes, felt where his cock was, smiled back at her, then raised himself on his hands and once again began ravaging her asshole! She closed her eyes and moaned, "That's it...keep goin'...ah luv it..." Rarity sat up on top of the stallion she was still straddling, his cock still buried in her cunt. She placed her hands on his chest and began gyrating her hips as she looked over at the purple alicorn. "We...uhhhh...we were...hoping...so GOOD!...we were hoping YOU...could...uhhh...tell us what happened, darling...?" Twilight furrowed her brow. "I...think...for a time...we were all...idiots..." "That's silly!" laughed Pinkie, as she bounced up and down on her stallion's cock, her bubble ass clapping and her massive tits bounding. Then she held up a finger. "Ju...just a se...second..." Her body seized up and her eyes rolled back in her head. "Oh! Oh! Oh!" She shook her head as she recovered from her climax. "Whew! That was super-DUPER fun!" She quickly crawled over to another comatose male and began sucking his cock, bringing it to full erection in a matter of seconds. "Now...then (slurp) what...(slurrrp!)...were...(suuuuck)...you saying? mmmph...mmmph...mmmmph..." "Don't...uhhh...talk with...your...oh GAWD! mouth full, Pinkie!" cried Rarity. She turned a disoriented, delirious look at Twilight. "Go...go on, darling...what...what happened....?" Twilight got to her feet. "I'm not sure, but I think an unforeseen side-effect of the..."bimbofication" was it made us all stupid..." Her brow furrowed again as she started for the laboratory. Under her breath, she said, "I'll have to check my notes..." Then she stood stock-still as her eyes flew open. "A note!" She turned back around. "Rainbow! You found a note! Where is it?" But Rainbow was being fucked from behind by a recovered male, and could barely comprehend what she was being asked. All she could do was make, "Buh... buh... buh..." sounds as her pussy was being thrust into without mercy, but she did manage to point at the discarded piece of paper in the corner. She walked past the yellow mare who was also on her knees, with her moaning face on the floor and her ass in the air, being plowed from behind, and picked up the note. Dear Twilight, I'm taking off to Canterlot to see Mom and Dad. I saw how all of you, and the entire Town changed, and I'm afraid of what I might have done to all of you if I'd stayed. I'll be back as soon as I figure all this out, or until I hear good news from you. Love, Spike She smiled to herself as she descended the stairs, with the sounds of moaning and fucking growing ever louder behind her. "Poor, innocent Spike!" she thought to herself. "At least he wasn't affected by my spell, and should be safe from any naughtiness with our parents! I'm sure Mom will make him feel right at home..." "Let's do this!" screamed Spike, as he grabbed Velvet by the head and began ramming his cock in and out of her willing throat! Her eyes went crossed as her pleasure grew from the dragon cock's bumps and girth tickling her throat as it plunged in and out. Her tits bounced back and forth and her pussy squirted again and again from climaxing over and over! And he hadn't even fucked her yet! All of a sudden he yelled, "I'm cumming, Mom! Is this what you wanted?! Is it?!" She could scarcely nod, she was in such a haze of delight. Spike grit his teeth and buried his cock all the way down her throat. "Then..." he grunted, "TAKE IT!!" letting forth a firehose of dragon cum down his Mom/slut's throat. She grabbed his thighs and braced herself as she tried to swallow every load, but it was too much for her and spilled out all over her tits. When he finally relaxed and stepped back, she fell to the floor, put her head down, and coughed. He gave her a few moments to recover herself, but then she gasped as she felt herself being lifted from behind. She looked back at him and wearily, she whispered, "What...what are you going to do...?" Instead of answering, he bared his fangs, then lined his still dripping cock up with her tight ponut. Her pupils shrank to pinpricks. "...oh dear..." Later that evening, after a long, hot bath and a quick meal, Twilight had finished going over her notes. The spell seems to have stabilized for now, so there should be no more unforeseen side effects. She touched her breasts. They were still extremely sensitive, but they no longer induced instant orgasms from a mere touch. That was both a relief and a letdown, but she reasoned that was better in the long run. And as far as her intelligence, from what she could tell, she was mostly back to normal, although she'd have to take a trip to Canterlot and see Princess Celestia and get her opinion to know for sure. Then finally, it seems the spells had affected every adult pony in Town, although it would take days to gather enough information to discover their full ramifications. So for now, it seemed she could call this experiment a success! Now all that was left, as she licked her lips in anticipation, was to see just how many stallions she could get in her bed! And as she and her friends were now the hottest bimbos, they should be facing little competition from other mares! She smiled to herself, shut off her lamp, and went to sleep with a contented smile on her face. Somewhere out in the Everfree Forest A lone Zebra gasped and sat up in her bed. She looked down at herself as her eyes grew wide. Her breasts had gone from huge to enormous, her ass had burst out of her panties, and she felt a craving she hadn't felt in a very, very long time... She got up and stared at herself in her full-length mirror, noting her lips and gotten softer and poutier, her eyes held a feral gleam she had never seen before, and her nipples were rock-hard. "Zecora...need...COCK!" Author's Note Follow our bimbo's adventures (and see what happens to the sexy Zebra!) in the next installment of...(wait for it!)... [Adult story embed hidden]
And so it begins..."Twilight! Come back! I was just kidding!" yelled Rainbow, to her friend's retreating form. The Six had been having a lovely early Autumn picnic out in the middle of Ponyville Park, when the subject of stallions had invariably come up. "Girth!" Pinkie had replied cheerfully, her mouth stuffed with cake. "I just love it when a guy can spread me wide, and stretch me out!" She bounced in place as she knelt, making her curls (and her tits) jiggle. "It's so much fun!" Rainbow smirked and turned to Applejack. "And how about you, cowpony? What kind of fun do you like about stallions?" The blonde mare took a careful sip of her cider before answering. "Cum. Delicious, tasty cum. Loads of it. Enuff ta make me gag, an then some!" She took another sip before adding, "Ah also luv it in mah ass." This caused Twilight to spit out her drink and begin choking. Fluttershy, who sat nearest to her, smacked her on the back, being careful of her wings. "Are you okay, Twilight?" she asked. Twilight took a few moments to compose herself, then managed, "Y...yes, I'm alright." She stared up at Applejack, who cooly returned her gaze. "Applejack! Doesn't that...hurt?" Applejack shrugged. "It's a good kinda hurt. An it gits better an better wit each pump. When yer wit a stallion who's got a big dick an who knows what he's doin', it's pure Heaven!" All around her, the mares were nodding, even Fluttershy and Rainbow! Twilight stared at them all. "Wait...every one of you know about this?! Even you, Fluttershy?!" Now it was Fluttershy's turn to shrug. "I like male company," she quietly offered. Twilight shook her head in disbelief and finally looked at Dash. "And you? I...I thought you...were...not into ...males?" she sheepishly queried. Rainbow gave a hearty laugh at this. "Oh, Twi! I'm into anything with a pulse! You oughtta know that, given how long we've known each other!" Her eyes took on a dreamy look as she added, " And I just looove a big, hard, stiff dick pounding me until I can't see straight! Just ask Thunderlane!" Then she also gave a surreptitious smirk at Applejack, who briefly met her gaze and then looked away, smiling herself. Twilight sat up, her back ramrod straight. "Well! It would seem I have some catching up to do!" She looked down at herself, noting her own B-cup breasts, and silently compared herself to divas like Rarity and Fluttershy. But she stared a bit too long, long enough for Rarity to notice. "Darling, why are you staring at my tits? You do know that's not all that's needed to get a stallion's attention, correct?" Twilight startled and jerked her eyes upward. "I wasn't staring!" her face turning an interesting shade of red. "But...what else is needed?" Rarity waved a hand airily. "Oh, sweetie, it's all about attitude!" She looked around the Park until she spotted some stallions playing an impromptu game of football off in the distance. Getting to her feet, she smiled at her friend and said, "Now watch me!" They all watched as she bounced and jiggled her way over to the group of men, then simply stood there and waited. After a very short time, one by one they all stopped playing and came up to her and started talking. They could see her giggling and running her fingers through her mane, then she turned and pointed over her shoulder to her group of friends. The stallions all looked over at Twilight and Company, then they all got huge smiles on their faces. Rarity took the biggest one by the hand and led him back to her party, followed by the others. "Ladies!" began Rarity. "These gentlestallions would like very much to join our picnic! Won't you please welcome them?" Applejack was the first to respond. After undoing the top buttons of her shirt and sticking her generous C-cup chest out, she smiled up at them and said, "Well, howdy! C'mon an' sit next to me, big fella!" to one of the stallions, who after getting over being stunned by the sight of her freckled boobs, sat awkwardly down. Applejack leaned in close to him, took one of the desserts, and slowly licked the frosting off, her sultry gaze never leaving him. "Do ya like...apples?" she whispered. He could barely nod as she smiled and brought the turnover up to his lips. After he took a careful bite, she closed the distance with her mouth and kissed him, then whispered, "Ah'm an Apple..." While this was going on, two stallions seated themselves next to Rarity, who was openly flirting with them both, then two had sidled up to Pinkie, who promptly glomped one down to the blanket and began kissing him, getting frosting and cake crumbs all over his mouth, but he didn't seem to mind! She then reached up and grabbed the other by his t-shirt collar and pulled him down onto his back into the pile, went, "Stallions! Wheeee!" and started shoving her tongue down his throat as well, while she straddled the other and ground her crotch (in her tiny pink short-shorts) against his lap. Twilight, who had yet to be chosen, glared at Pinkie and yelled, "Pinkie! We're in public!" But Pinkie was now nearly drunk on male pheromones! She stopped kissing and grinding on her helpless, dazed playthings, (who by now were both sporting rock-hard tents in their athletic shorts) then gave them both a face-full of sweet, soft, hard-nippled boob as she hugged them by their heads to her ample chest. She folded her ears back, returned Twilight's glare, and through gritted teeth snarled, "MINE!" then went back to her sexy business. Embarrassed, (and more than a little turned on!) Twilight looked around for any families within sight of the scene that was quickly becoming 'X-rated.' Even though none were close by, she used her magic to encase them all in a dome shield that not only hid them all from view but also muffled sounds. As the last two stallions were standing there drooling over Pinkie's "affection" with her playmates, and while Twilight was distracted putting up the shield, Dash kept her eyes on them, leaned over to Fluttershy, and whispered, "Flight school?" Fluttershy startled and looked sharply at her friend, then grew a knowing smile and nodded. "Flight school." She and Dash then drew close to each other, cheek to cheek, and lightly drew their fingers over each others' breasts. They turned their faces to each other and kissed passionately, then, still cheek to cheek, turned again and locked their smoky gazes on the stallions, still running their hands over each others' boobs. They now had the guys' full and complete attention, and while Rainbow's tits couldn't compare to her butter-yellow friend's, she extended a leg and arched her back, drawing attention to her magnificent ass. The fact that she was wearing skin-tight, black knee-length leggings only emphasized her sweet curves. Both mares then crooked their index fingers at them and beckoned them hither. Yep! As they both sat down, one next to Dash and the other with Fluttershy, Twilight finally noticed and frowned. How the HECK did she get left out...again?! She looked over at Applejack, whose shirt had just somehow come off one shoulder as she giggled and played with her guy, then Rarity, who to her shock was now completely topless, on her back with her tongue down the throat of one stallion as the other was sucking on a breast, while she looked like she was having the time of her life! She pointedly refused to look at Pinkie, who was long done with kissing and had moved...lower...then she glowered over at Dash and Fluttershy. Dash noticed Twilight's glare as she was flirting with her stallion and smirked, "Sorry, Twi...you snooze, you lose!" That! Pooping! Did it! She got to her feet and stormed off, ignoring Dash's apology. She was still steaming when she reached the Library! She kicked the door open, then slammed it shut, and went straight up to her room. She paced back and forth, reliving each and every frustrating moment. Rainbow's smug smirk! Rarity hogging two stallions to herself! And Pinkie! She didn't even want to think about Pinkie, who, just as she was leaving, had made one of her stallions reach climax as she'd suckled his...his...penis! Right in public! Twilight ground her teeth as she remembered both the male's satisfied, drawn-out moan and Pinkie's delighted, "MMMMMMM!" as she was shamelessly swallowing and slurping! As if his semen was the tastiest treat she'd ever had in her mouth! Here she stopped pacing and paused. It...it couldn't taste that good, could it? Then she remembered what Applejack had said about it, and had to reconsider. At least her friend Applejack had the decency to choose only ONE guy for herself! Though by now, she was probably enjoying his..."cock!"...in her..."ass!" Twilight put her hands to her cheeks as she thought these naughty words, trying to hide her blush, even though she was alone. Twilight went over to her full-length mirror and stared at her reflection. I'm certainly not ugly...but maybe...I could stand to change some things about myself... She brought her hands up to her breasts and hefted them. True, they weren't as big or inviting as Rarity's or even Fluttershy's, but she wasn't flat-chested either. She turned in the mirror to get a look at her butt. She'd always been on the small side, having entered Celestia's School for Gifted Unicorns at an early age, so she'd developed later than all her classmates. None of these things had ever bothered her before, as focused as she'd been on her schoolwork, but now that she was out in the real world, and had made friends away from the ultra-conservative city of Canterlot, she was seeing a very new side to life. A sexy side! While she'd heard rumors of Canterlot having a..."red-light" district, residents there mostly kept their more...hmm...sensual activities to themselves. Such was not the case here in Ponyville, as she'd soon discovered. Founded by Earth ponies, the town still mostly observed the Earth pony views toward sex: as long as two (or more!) adults were consenting, then go nuts! She couldn't count the number of times she'd been out at the Market, or at Sugarcube Corner, or even on the way to visiting Fluttershy's cottage when she hadn't overheard more than a few openly discussing their bedroom activities! Most times, she'd blushed and hurriedly finished her shopping and left, her ears ringing. But she'd heard enough to pick up on a common complaint: there simply weren't enough stallions in the town to satisfy all the mares that wanted one. So it was those who were the most attractive that received the most attention, and that usually translated to large breasts, large butts, tiny waists, and pouty lips. Twilight sighed as she continued to stare at herself in the mirror. So basically, if she wanted to get her share of male attention in this town, she'd have to look like a...a...bimbo! Then a wicked grin spread across her face as a crazy plan birthed itself in her brain. With her extensive knowledge of both magic and alchemy, and having access to one of the best-equipped laboratories this side of Canterlot, such a thing was doable. Her grin grew wider. I can do it! They'll think me mad, but I'll show them! I'll show them all!! Outside, a thundercloud appeared over the Golden Oaks Library as lightning struck and the thunder rolled, while the residents of Ponyville all paused and shuddered at the sound of maniacal laughter and ominous organ music coming from the middle of Town.
Step One: ResearchSpike nearly dropped the groceries he was carrying when he came within earshot of his and Twilight's home. He stopped for a brief moment and closed his eyes. "Not again..." Then he gripped his bags and hot-footed it home, racing past more than a few worried ponies who'd been brave enough to venture close to the Library to see what in Tartarus was going on! As soon as he'd crossed the threshold, he let the bags fall and then ran upstairs. It was just as he'd feared: Twilight was in full 'mad scientist' mode. Again. The first thing he did was to go over to the record player and scratch the record off. The eerie organ music stopped. Twilight stopped in mid-cackle and spun around to face him. "Spike!" she cried. "I was setting a mood!" Spike sighed and walked over to her. "I can see that." He held out his arms. "Give me the cape." She pouted and removed the high-collared, black and red opera cape and sheepishly handed it to him. He then walked over to the window and looked down at the ponies gathered outside. "You're scaring the normals, Twi." He looked back at her. "What kind of scheme is it this time?" Her smile widened to such a degree Spike took an involuntary step back. "It's quite simple, Spike!" She pulled her shirt open, then took her breasts in both hands and squeezed them. "See these?! With my knowledge of magic and alchemy, I'm going to make them HUGE!" As the little dragon was struck speechless, she turned around, pulled up her skirt, and continued. "And I won't stop there! Stallions just love a big, fluffy butt! Mine will rival Pinkie's, or even Rarity's!" Spike took a moment to wipe the drool from his mouth, and finally managed, "Buh...but why do you want to do all that?" She cocked an eyebrow as she looked over her shoulder at this ludicrous question. "Why, for intercourse, of course!" She let go of her skirt and started pacing again. "I'm tired of all the bimbos in this town like Rarity, Fluttershy, Pinkie, and...and...Derpy hogging all the male attention!" She rounded on Spike, leaned down near his face (too near!), and exposed her boobs to him again. "Derpy! Are her breasts that much bigger than mine?!" Spike took the cape he was still holding and strategically placed it in front of his crotch. "I...I can't say, Twilight..." He then wiped the sweat that was forming off his brow. "Is...it getting hot in here?" But 'Oblivious' Twilight took absolutely no notice of his discomfort. She reached down, grabbed one of his hands, and brought it up to her tit. "Feel this! Isn't it soft? If you weren't my dear brother, wouldn't squeezing my breast make you aroused?" With an effort, the stiff dragon cleared his suddenly dry throat, while continuing to knead his sister's boob. "Whoa...y...yes...I would be..." Twilight suddenly straightened up, freeing her tit from his grasp, and looked off into the distance, growing thoughtful again. "But just imagine how nice they'll be once I've enhanced them..." She spared Spike a glance, who was by now sweating profusely while staring at his hand. "Are you alright, Spike?" He couldn't look at her. "Umm. Yeah, Twilight. I'm...fine." She beamed at him. "Good! Because I want to get started right away!" As she made for the stairs, she stopped and added, "Gather all the books you can find on 'body transformation' and meet me in the lab! I have tons of research I need to do!" He finally looked up at her. Her breasts were still exposed, and the back of her skirt had gotten caught on her belt, showing every bit of her sweet, round ass in her tiny white lacy panties. "I'll...be right there, Twi..." She smiled again, totally unaware of her state of déshabillée, now that she was in complete 'research' mode. "Don't keep me waiting, my Number One Assistant!" Then she turned and hurried down the stairs. As soon as she was gone, he dropped the cape, exposing his diamond-hard cock, and took a steadying breath as he tried to free his mind of the sexy images he'd just endured. Without another word, he made straight for the bathroom, jumped in the shower, and turned the cold water on. Full force. "Ahhh! Ahhh! Ahhh! That's it! Deeper, stud! Fuck me harder!" yelped Applejack. She was on her stomach with her shorts ripped off, back arched, and holding her ass cheeks open while the stallion behind her plunged his meaty cock in and out of her ponut. "Oh mah LAWD Ah luv a cock in mah ass!" she squealed. She could feel every vein and knob of his dick as he fucked her with wild abandon, her eyes rolled back in her head and her tongue lolled out. "Don't yew stop!!" All around her, the other mares and stallions were lying completely exhausted in piles; Pinkie was covered in cum, resting peacefully with two cocks across her smiling face as she idly sucked on one like a pacifier; both Fluttershy and Rainbow had been fucked until their partners had passed out; Rarity was holding up a makeup mirror to her face as she sat between her two satisfied paramours. After fully draining both their ballsacks with mouth, pussy, and ass, she was making the vain attempt to look presentable once more. Closing her mirror with a snap! she smiled, sighed, and gave up. After such a session, there really was no point in trying to hide what had been an extremely fun and satisfying time! She sighed again, wishing such times could happen more frequently. As she sat there musing, Applejack gave a great cry and came, her entire body seizing up as the guy behind her buried himself to the hilt and came himself, his eyes rolled up as he jerked and pumped load after load of cum into the blonde's tight ass. In a brief notion of pure greed, Rarity licked her lips as she watched them, then considered taking him on herself after he'd finished with her farmer friend, for Celestia only knew when she'd get the chance to have this much fun again! But as he pitched forward and fell limp on top of AJ, she knew they were both down for the count. That's the problem with stallions; big dicks, no real endurance, she thought to herself. If only there was some way that could change... Meanwhile, Twilight busied herself in her lab; setting up instruments, putting on her long white coat, and adjusting her blackboard. She was in the middle of perusing a few tomes on the basics when Spike finally made his appearance. His arms were loaded with books as he struggled down the stairs, taking them one careful step at a time. He looked up at his sister as he reached the bottom and blew a brief sigh of relief to see she'd put on a concealing lab coat! In all the years he'd known her, he'd never seen her so distracted to the point she'd lost all modesty around him, and he sincerely hoped this would not be the start of a trend. "Here's everything I could find you asked for, Twilight," he said, taking a moment to wipe his brow. Those damn things were heavy! She looked up and beamed at him. "Thank you, Spike! I can't wait to get started!" She was so excited she got up to hug him, which was of course when Spike noticed she'd forgotten to button up her coat, so her tits were still visible. He swallowed as she bent down and enfolded him in a booby hug. She then straightened up with a giddy giggle and grabbed the first few volumes in her magic and in her arms, took them to her table, and began reading them all at once. Spike shook his head to clear it of all impure thoughts, then said, "I know how you get when you're studying. I'll go make us both something to eat." She merely grunted at him, her attention fully on her books, so he knew she hadn't even heard him. About an hour later, there was a knock on the door. When Spike went to open it, still clad in his apron, there were all their friends, looking quite tired but satisfied, in various states of undress. Spike stared at them all, sighing inwardly. Wearily, Rarity spoke. "Is...Twilight home? We wanted to return her picnic blanket, and thank her for the privacy shield..." Just as the little dragon was about to answer, there appeared Twilight behind him, munching on a big burrito. She frowned at them, and said, "Oh. It's all of you. I suppose you all had "fun" without me?" They all had goofy smiles of one sort or another on their faces, but Pinkie was in the "worst" shape of them all. She was being supported by Fluttershy, with one of the sleeves of her mini-top falling off, and her knees bent inward in an awkward position. Her eyes were unfocused, and she kept muttering, "Cocks...cocks...so many, tasty, tasty cocks..." "I suppose that was a stupid question," finished Twilight. They all blushed, but Rainbow took the lead this time. "Twi, I'm really, really sorry I made fun of you! I promise it won't happen again!" She laughed nervously and placed a hand behind her head. "It was just...the heat of the moment!" Applejack took up the explanation. "None 'o us woulda acted like that if'n it weren't fer the daggone dry spell we've all bin havin'!" All the mares except Twilight gasped and turned to Applejack. Even Pinkie was aroused from her stupor at this news. The fashionista was the first to respond. "Wait...you have been experiencing a 'dry spell,' Applejack?!" The farmer nodded sadly. "Big Mac has bin outta town for the past few weeks visitin' relatives. It's just bin me, Granny an' Apple Bloom!" All the mares crowded around her and expressed their sympathy, but Twilight was still out of the loop. They all turned to her as she held up a hand and said, "Hang on: am I missing something? What does Big Mac have to do with her 'dry spell?'" When they all simply stared at her with flat expressions, her face changed from puzzlement to vague understanding. Then her eyes flew open wide and she slapped a hand to her mouth as full realization dawned. After a moment, she found her voice. "You don't mean...you...and Big Mac...you two...NO!" "Have you seen her brother?" asked Rainbow, rather rhetorically. Twilight spluttered, "W...well, yes! Of course! But...but..." she finished lamely. Applejack waved a hand. "Ain't no 'buts' about it. That man's got the biggest cock in Ponyville, an' Ah shore ain't gonna pass it up!" Her eyes became dreamy and unfocused. "An Lawd a mercy, does he know how ta use it!" All the other mares sighed and nodded. Spike had become very quiet. She took a second look at them as she spoke, then her pupils shrank to pinpricks as she spied the blanket. "Is...is that the thing you all have your...(gulp) fluids on?!" Applejack looked down at the blanket she was holding and said, "Well, yeah, Ah suppose..." Twilight bared her teeth, and whispered, "Drop it..." AJ cocked an eyebrow. "Excuse me?" "Drop it, I said!!" Applejack startled and did so. "Now, stand back!" cried Twilight. Quickly, she reached behind herself and produced a pair of goggles which she immediately donned, then grabbed Spike and hugged him to her chest, his head facing the offensive object. Pumping his tail up and down like a lever with her other hand, which caused his head to click open and shut, sparking like a Zippo lighter, he finally caught flame which shot out about ten feet! With gritted teeth, she directed the flame at the soiled blanket until it was nothing but a pile of cinders! She then snapped his mouth shut, cutting off the flames, and set him down as she caught her breath. Spike looked up at her, tendrils of smoke still emanating from his jaws. "Really, Twilight?" She took off the goggles and wiped her brow. "It needed to be done, Spike." All her friends were struck speechless until Applejack finally spoke up. "Ya coulda just washed it, Twi." The librarian stared at her as if she'd gone mad. "No," she said in a low, dangerous voice. "No, I couldn't have." "Okay: Explain it all to us again exactly what you're doing, Twilight?" asked Rainbow. All of them were seated down in the basement laboratory in front of the purple alicorn, as she stood before her blackboard. Upon it were charts and hand-drawn diagrams, which could have been written in ancient Ponish for all the sense they made to her friends, but which Twilight was excitedly pointing out. "It's actually quite simple!" She turned once again to her diagrams. "Once I've figured out the exact spell, I will be able to enhance myself physically and emotionally! I will no longer be the shy, nerdy bookworm that I know you all think of me, but an inexorable, implacable, seductress!" In the stillness of the room, a cricket chirped. Twilight sighed. "I'll be a hot bimbo." "Ohhhh..." they all said at once.
Step Two: SUCCESS!...after a SLIGHT setback..."Twilight...you have to eat something," pleaded Spike, as he stood on the basement steps, holding a brimming plate of her favorite foods. But the focused alicorn merely grunted and continued with her work. She'd been down there for hours without a break, and her Number One Assistant was understandably worried. Celestia's Sun would be rising any moment now, and the last time he'd seen her this determined to finish a project things had gone...poorly. All of a sudden there was a bright flash, followed by an explosion, which knocked them both off their feet. Slightly stunned, (and covered in eggs, Prench toast, butter, and syrup) Spike slowly picked himself up and looked around. The lab was a shambles, with broken equipment scattered about, scorch marks on the floor...and an alicorn-shaped hole in the ceiling. Before he could panic, he heard, "I'm alright!" and then bare footsteps coming back down the stairs. The blast had blown her clothes completely off, right down to her shoes, but she appeared not to notice. She rushed past him, her still normal tits jiggling and her regular butt all a bouncy, mane totally frazzled and blown straight back into spikes, back down into the lab and up to her table, the only thing still standing. She took one look at the beakers of golden liquid she'd produced that were glowing on the table, then ran over to the record player, set it back up, and put a record on. Then she threw back her head and laughed as ominous organ music once again began playing. Outside, that thundercloud suddenly appeared over the Library and the lighting and thunder boomed. "MUHAHAHAH!! I've DONE it! They said it couldn't be done, but I finally SHOWED them! I showed them ALL!!" Spike tore his eyes away from her spectacular ass, walked slowly over to the record player, and once again scratched the record off. She whirled on him and pouted. "Spike! You never let me have any fun! I was just setting a melodramatic mood about how I vanquished my enemies!" Spike looked around the ruined lab. "What enemies, Twi?" he asked in a flat voice. She looked around vaguely and twirled a finger in the air. "You know...the...doubters....the neigh-sayers?" Then she jutted out her chin and stomped a dainty foot, making her tits jiggle. "It doesn't matter!" She grabbed a golden vial, then held it majestically aloft. "See this?! It is the culmination of my work! My reward! My triumph! BEHOLD!" She brought the vial slowly to her lips, closed her eyes, and downed it in one gulp. There was another spectacular flash, and Twilight cackled as she felt her body beginning to grow much larger...and grow...hairy? Her arms became huge and muscular (and long, juuust right for swinging through trees), her knuckles turned coarse and knobby, her head reached the ceiling...and she suddenly felt an intense craving for...bananas. She turned to Spike and opened her mouth to ask him how she looked, but all that came out of her mouth was "Ook, ook." She slapped her gargantuan, simian hands over her mouth as Spike stared wordlessly up at her, his body shaking. Then, he couldn't stand it a second longer and fell on his back howling with laughter. She stared down at him with a flat (simian) expression, then tried speaking again. "Ook...ahem...Spike," she continued in her normal voice, "if you'd kindly get ahold of yourself, I could use your help in figuring out what went wrong." But all the helpless dragon could do was point a shaking finger at her head, then roll over on his side with his eyes shut, holding his stomach as tears streamed down his face, roaring with hilarity. Twilight huffed and made her way over to a wall mirror, then bent down (waaay down) and peered into it. She was relieved to see she still had her horn, but it was small, almost as small as a foal's. She also still had her mane, but on her huge gorilla head, it was as tiny as a toupée, and no longer covered what was now her huge ears. Then outside, she heard a ghastly commotion and lumbered up the stairs to see what was going on. When she finally managed to grip the now tiny doorknob and push the door open, she stood stock-still at the horrible sight before her. It seemed like every adult resident of Ponyville was now swinging through trees or jumping off rooftops, running about with their large, hairy arms waving over their heads while hooting and yelling, flinging their poop at each other, or fighting over the few bananas at various fruit stands. The foals and fillies were absolutely delighted at the pandemonium, and joined in at smashing whatever their little hands could reach. As she stood there with her mouth gaping open, five apes ran up to her. One had a blonde mane, still wearing a tiny cowgirl hat, while another sported a rainbow mane with fluttering wings far too small for her body. Another quiet one had a long, pink mane, also with tiny wings, who was followed by a white one with a small horn, who was apparently trying to still look dignified. The last ape had a pink, cotton candy mane on top of her giant head, and she was bouncing up and down excitedly while hooting. The one wearing the hat cleared her throat and said, "Ah know yew had sumthin' ta do with this, Twi." Her voice became low. "Fix. This." Twilight hurried back down to her lab, with her friends gamboling behind her. She righted her blackboard and recovered her notes, quickly going over them. Outside, the hooting and yelling became worse, and they all winced as a window was shattered. "Hurry, Twilight!" urged Rarity-Ape, catching sight of herself in the mirror. She stared for a moment, then burst into blubbery tears. "I can fix this!" cried Twilight, as she took one of the vials she hadn't sampled yet, looked at her notes once more, then fired up her horn. The contents changed from golden to purple, so she breathed a sigh of relief. She turned to the others and showed them. "Here goes..." and before any could protest, she quickly swallowed the vial. Nothing happened. Twilight-Ape looked again at her notes. "I was sure that would---" she gasped as another bright flash of light poured out from her. It bathed the room in its glow, then radiated majestically outward past the Library, out into Ponyville, then stopped somewhere in the middle of the Everfree Forest. Upstairs, Spike had gone to clean up and see for himself what was going on outside (after he'd recovered from laughing), then stopped as he was bathed in a Golden Light. "Uh oh..." he whispered, as he felt himself growing taller, then more muscular, and then...he looked down at Spike Jr. It was growing as well...until it was almost a foot longer than before! "Whoa...that's new..." he said to himself in awe. He ran to the bathroom and wrapped a towel around his waist, then went to the window and looked outside. What he saw made his jaw drop and his new "friend" go stiff. He rubbed his eyes and looked again. Not a hairy beast to be seen, but what he did see...he couldn't believe! He then made his way down to the laboratory. "Twilight? What happened? Are you...hubba, hubba..." He stood rigid (in more ways than one!) on the stairs as he stared down into the lab, as all the girls moaned and sat up. Twilight was the first to notice, as she stared down at herself. Her eyes grew wide, and she threw both arms over her head as she shouted in triumph. "IT! WORKED!!"
"Tits and Ass! Everywhere you LOOKED...Tits...and ASS!" --- Spike, trying to explain what happened in PonyvilleTwilight got to her knees and gazed proudly down at her new "assets." She'd gone from modest 'B' cups to enormous gravity-defying 'D' cups, with perky nipples and dark areoles. She squeaked and shivered as she brushed a finger lightly across them, finding them now to be extremely sensitive, to her increased delight. Hearing moans, she looked around the ruined laboratory at her friends and saw they'd all undergone the same sexy changes to their bodies as they got shakily to their feet. She felt a brief surge of disappointment, as she'd intended the transformations to be only for herself, but with a bubbly giggle she got up and bounced over to a wall mirror to fully check herself out. Still completely nude, she turned around and around in the mirror with a goofy smile on her face as she took in her new bubbly ass, her pouty, full lips, her longer, thicker mane, and her wider hips. She bounced a few times on her toes, watching her tits and ass jiggle. She did feel a slight fog in her brain when she tried to think of the right words to describe herself, but she quickly dismissed it as a temporary side effect. She only stopped gazing at herself when she heard a weary, "Tw...Twi? Whu...whut happened?" She turned and looked at her friends. Applejack was leaning against the table, holding her head. Like herself, she was also sans les vêtements, but she seemed too groggy to notice. Twilight stuck out her bottom lip in a pout as she noted that, unlike herself, Applejack was considerably more endowed, as well as still being taller. Applejack slowly looked down at herself as her eyes grew wider. "Whut...whut happened to titties...?" She brought her hands up to her freckled funbags and gave them both a squeeze. The effect was immediate. "Oh mah GAWD!" she screamed as her back arched, she threw her head back and her body jerked and spasmed. She locked her knees together as she quickly let go of herself and leaned forward, panting with her tongue hanging out. All the others were staring at her with mixed expressions of slight fear, confusion...and definite arousal! "If...if'n y'all don't...don't wanna hafta go thru...mind blowin' orgasms..." she panted, "then...don't...grab tits..." Everymare looked at her, then at each other... ...then smiled... Author's Note The redacted scene of complete debauchery was deemed far too explicit for sensitive viewers. Simply know that it involved a lot of screaming, body fluids being ejected, friends getting to know each other better than they ever have, and finally, lab equipment being put to uses Twilight never imagined nor dreamed of doing. We now return you to your regularly scheduled reading. As they all lay in a sweaty, sticky pile an hour later, Applejack finally caught her breath and sat up. With a weary smile on her face and pussy juice-covered boobs heaving, she said, "Gals? That were good...but now?" She squirmed uncomfortably, before adding in a low voice, "But now Ah. Need. DICK!" "Me too!" giggled Pinkie as she bounced to her feet. Her even bigger boobs threatened to give her two black eyes as they booped in her face. She eagerly looked around the lab, with a hungry, predatory gaze in her wild eyes. "Where is Spike? Me know me see him down here!" She was the only one of them that had turned and gotten a good hard (giggity!) look at him before they'd all started their..."fun"...as a bit of drool slipped out of her mouth just imagining all the things she was going to do to that cock! Rainbow quickly threw both Rarity's and Fluttershy's legs off her head as she sat up and yelled, "Me see Spike first! Out me way!" Both mares practically ran over each other as they raced up the stairs, tits and asses jiggling, calling out, "Spike? Spiiiike? Where arrrre you?" But Spike had gotten the hell out of Dodge the moment he'd seen what his friends, sister, and the entire Town had become. He was still shaking when the train pulled into the last stop. "Canterlot! Canterlot Station!" the conductor cried. Spike pulled himself out of his stupor and dragged himself off the train. He looked down at himself. The bath towel he'd hastily grabbed simply would not do for hiding his new..."asset"...for long, so his first order of business was to find a tailor. Once that was accomplished, and he was properly fitted in a nice pair of jeans and a black t-shirt, he then made his way to his parent's home. Knocking on the door, he heard a musical female voice trill, "Coming~!" then he stood back. Once it opened, his Mom's gaze, now at his chest level, stood rooted for a second before she gradually turned her eyes upward. "Sp...Spike? What...what happened to you?!" She looked him up and down. "You're sooo...BIG! I mean...TALL!" Spike sighed as he walked in. "It's a long story, Mom..." Twilight Velvet couldn't keep the blush off her cheeks as the two of them sat at the kitchen table. Her hands slightly shook as she brought her cup of tea up to her lips and took a careful sip, then said, "Now, let me get this straight: you're saying the entire town has changed?!" Spike nodded grimly. "Everypony I could see. Starting with my sister and her friends...they're all huge-breasted bimbos now..." Velvet fanned herself with a hand. "Oh my..." She got up and paced around the room. Then her eyes grew bright as she turned back to him. "What about...the males?" Spike shrugged. "I didn't see too many of them, but the few I saw looked...bigger." He gestured to himself. "As you can see, I was affected by Twilight's spell, so I guess we can assume they were as well." She stared at him a bit longer than she'd intended and bit her bottom lip. "So we can assume..." she whispered. She then closed her eyes and took a deep, slow inhale of the air, which was now rife with his enhanced pheromones. Her eyelids fluttered and she swayed on her feet. "...sweet Celestia..." she moaned, as her nipples became pronounced through the thin top she was wearing. A bead of sweat rolled down Spike's temple. "M...Mom? You...feeling alright?" She shook herself and snapped back to reality. "Oh! Yes! I'm fine!" She bounced over to the teapot and brought it to the table. In a too-bright voice she asked, "More tea?!!?" Spike slowly got up and backed away from the table. "I...uhh...think I've had enough." Seeing she was between him and the front door, he began to edge around her. "I'm...just gonna go...talk to Princess Celestia...she probably should be informed about what happened..." "But you just got here!" She stuck out her bottom lip as she tried to close the distance. "And I want to hear allll about how...BIG...my little dragon has become!" She gripped the ceramic teapot so hard as she stared up at him that it audibly cracked. Then she lit her horn...and the door behind him...locked. Now Spike started to sweat in earnest! Keeping his eyes on the predatory mare that he thought was his surrogate Mom, he reached behind himself and tried the door knob. It may as well have been coated in concrete! He swallowed as she drew closer, and stammered, "H...hey...isn't...Da...Dad coming ho...home soon?" She smiled as she threw the pot across the room, and he flinched as it shattered. She reached up to her top and drew one of the straps down. "Night Light's out of town for the next few weeks..." she purred. "It's just you...and me..." While nowhere near as big as the bimbos now bouncing around Ponyville, Velvet still had a sizeable chest and had kept herself looking quite hot for her age. And also like most mares her age, she had a ravenous sexual appetite, made all the more so from having to suppress it living in such a conservative city. But now a rare opportunity had dropped into her lap: a new stud had walked into her home, reeking of male, and if that bulge she'd noticed from the moment she'd laid eyes on him was anything to go by, this was going to be a very fun afternoon indeed! As for Spike, he couldn't believe what was happening! This was the very reason he'd fled Ponyville because he knew if he'd stayed he would have taken advantage of every mare in that lab, including his sister, and he didn't want to do that to any of them. Not if they couldn't control themselves. But here was one that wasn't under the influence of that spell. And despite himself, he couldn't look away! But...he had to try! This. Is. His. Mother! He'd known her his entire life! He gazed down at her as she slowly got undressed. She had the same eyes...the same, full, pouty lips...that used to read him bedtime stories!! The same arms...that used to tuck him in at night!! ...that was now reaching for his crotch... He shook himself! Concentrate! He was backed all the way against the door, as Spike Jr. betrayed him, and took on a will of his own. As she fully removed her top and tossed it aside, he was mesmerized by the sight of her perfect, milky tits...but he had to resist! "M...Mom! Thi...this is a...bad idea!" "Oh, really?" She cocked an eyebrow. "Then, how do you explain this?!" She took his jeans by the waistband (which she'd already loosened) and with one swift motion pulled them down. "Mom!!" he shouted, but he looked down, and couldn't deny the evidence before them both: his cock was at full mast, standing tall, erect, and throbbing. Stars appeared in her eyes as she stared at his thick, veiny meat. "My gawd that looks delicious..." she moaned. Never taking her eyes off the monster cock, she got slowly to her knees, then stroked it with one hand while fondling his balls with the other. "It's soo hard..." She gazed up at him with a worried expression. "Doesn't it hurt?" All he could do was nod. She stuck out her bottom lip. "Poor baby! Don't worry though: Mommy's hot, wet, comforting mouth will make it feel alll better..." she whispered. She opened her mouth and slooooowly brought it to the head, letting her warm breath wash over it as she sighed. She closed her eyes as she finally, at long last, took dragon cock into her mouth. A thrill shot through her, for she'd secretly been wanting to do this for a long time, and had done her own, private research on dragon mating habits. Their thick, bumpy, veiny cocks. Their creamy cum, supposedly much warmer and spicier than stallion cum! As she ran her tongue all around the head, her eyes shot open and she went "mmmph!" as she was rewarded with a spurt of precum that jetted into her mouth. She locked her knees together as she went through a mini-climax at the taste: her forbidden scrolls hadn't been lying! It was warm, very warm, and deliciously spicy! She had to have MORE! The girls went all through the Library, finally coming up empty-handed. Rainbow jiggled down the stairs with a dopey look on her bimbo face, holding a note. With her bottom lip stuck out, she pouted, "There no big, juicy cocks here!" She held the piece of paper out to Twilight. "Only this thing with funny squiggles! What it mean?" Twilight took the note and stared at it. Her brow furrowed as she tried to remember. These..."funny squiggles" were..."letters!" She giggled and bounced up and down. "Me know! Me know! This...note!" She looked around the Library, then gasped. "Oh! And these things...they..."BOOKS!!" All the other mares began to share her enthusiasm. "Ooo! Ooo! 'Books' sound like 'cocks!' Is that what they be?!" cried Pinkie as she started to pull them from the shelves. Soon there was a pile of books all over the floor, as all of them sat or knelt dejectedly. Pinkie sobbed, "No! These not cocks! WAAAAAH!!!" But then there was a loud commotion from the front of the building, as they heard the front door being opened, slammed shut, then furniture being hastily thrown around. The girls all looked at each other, then cautiously got up and peeked around the corner to see what was what. Their eyes flew open and their tongues lolled out at the sight. Several naked males had run into the Library and had apparently sought refuge there, for they were in the process of barricading the front door. Outside could be heard the sounds of females yelling to be let in, as the stallions panted and sweat dripped off their pale faces while they held the furniture and other objects against the mob. The girls drank in the sight of them. Their chiseled butts! Their six-pack abs! Their broad shoulders! And best of all, each of them looked like they were sporting at least a foot of thick, tasty man-meat! Twilight retained enough of her temporarily limited intelligence to light up her horn and intensify the barricade. It was bathed in a purple glow, then solidified so it was clearly unmovable. The stallions all stood back with a collective sigh of relief, chests heaving, and stared at each other. "That looks like that won't be budging anytime soon," one said. He looked at the others. "Which one of you did that?" A sultry voice behind him said, "Me do that..." The males all stiffened, their eyes grew wide, then they all turned as one and looked behind them. There stood six of the hottest babes any of them had seen that day, and all six of them were staring back with unmistakable, needy expressions on their bimbo faces. Rarity stepped forward, one hand sliding lightly over her tits, and the other through her mane. "Helllo~! Why you here?" The stallions all stepped back, and one stammered, "W...we were trying to get away fr...from that crazy mob of mares out there! They all would have torn us apart!" She closed the distance to the one who had spoken and walked her fingers up his chest while pressing her body against his. "Poor guys..." she whispered, "but you can see, no crazies here..." She took a moment to glance over her shoulder. "Right, girls?" But Pinkie had been shaking from the moment she'd laid eyes on the males, and she couldn't stand another second! "Cocks!!" she screamed and dove forward, tackling one of them down to the rug. The others jumped back, leaving their companion to his sexy fate. Before he could recover from his fall, Pinkie yelled, "Pinkie suck COCK!!" wrapped her hot, wet mouth around his meat, and began loudly sucking and slurping with a happy look on her dopey face. She only stopped bobbing her head up and down for a second to declare, "Mmmm! Cock GOOD!!" and went back to her sloppy blowjob. Despite their initial fear, dicks began to rise and stiffen at the frantic gulping and swallowing being done before them, as the pink mare's bubble ass and giant tits jiggled with each thrust of her head up and down on their mate's cock. His eyes rolled up in his head and he spread his legs as his pleasure grew. "Oh sweet lord...this slut's throat is amazing..." he moaned, as her spit covered his dick and flew in splatters across the room. Rainbow was next, walking up to a stunned stallion and leaping up to his arms, then wrapping her legs around his waist. He stumbled backwards against a wall, as she reached down and guided his cock into her waiting, wet pussy. She closed her eyes and sighed as she eased herself down onto his meat. She stared at him with half-lidded eyes as she began to bounce up and down on him, "Ahhhh...fuck GOOD, stud..." she whispered, then locked her wet mouth around his, driving her tongue down his throat. He grabbed her fat ass, spread his legs, and began thrusting mightily on his own, which caused her to gasp and moan. "Yes! YES!! MORE!! Fuck Dash RAW!!" she screamed. With that, the dam was broken, and the males all paid close attention to the sexy bimbos in front of them. Two of them grabbed Fluttershy and threw her down, much to her delight, while one straddled her face and drove his cock down her throat while the other sunk his dick in her waiting pussy. She spread her legs and closed her eyes as she happily took every inch of cock in and out of her throat, placing her hands on his ass to help him thrust deeper and deeper. Before the rest got to Rarity and Applejack, two stallions approached Twilight, much to her surprise and excitement! She stared up at the much larger stallions with a stupid look in her wide eyes, and said, "You want...sex?" They exchanged a look with each other, then looked down at her, grinned, and nodded. "Okay." She took both their hands and brought them up to her breasts. "Grab boobies." As they fondled her breasts, she closed her eyes, leaned her head back, and moaned, "Ohhhh...feels...good!" She opened her eyes and stared down at their members, thinking hard. Then her eyes grew bright. "Ah!" She wrapped her small hands around them and began stroking them. "Cocks feel nice! So warm...so hard..." Then she thought some more, laughed, and fell to her knees. "Me put cocks in mouth! Me SUCK cocks!" She looked up at them. "You like?" They both nodded their heads frantically. "Yeah, baby! Go ahead and suck on them! We don't mind!" "Okay," then took one, then the other down her throat, sucking, slurping, and swallowing with gusto! "Mmmm! Cocks taste GOOD!" She kept up her work, stroking one while suckling the other, back and forth, until both were covered in her spit and dripping off their balls. Finally, one of her studs reached his limit. He took control by grabbing her by the head, yelling, "I'm cumming!" and buried his cock down her throat! She went cross-eyed looking down at his member as she swallowed again and again, her expression wide and surprised. Once he stepped back exhausted and let his dick fall out of her mouth, she smiled up at him and said, "Cum taste GOOD!" Then her attention was drawn to the sounds of moaning, and she looked over at her blonde friend. The friend in question was being pinned down on her stomach, clearly enjoying a dick being shoved in and out of her back cheeks. That caused a recent memory to surface...something the blonde friend had said about..."luvin' it up the...ass?" She looked up at the males and then pointed at her rear. "Now, you fuck...ass?" They smiled at each other again, then the one who hadn't cum yet instructed, "Get on all fours, bimbo." Twilight beamed and nodded her head. "Me bimbo! Me love DICK!" She quickly assumed the position and spread her legs, while the one who'd just erupted down her throat slipped behind her, and the other knelt in front. With his dick still dripping with her spit, he gripped it and pointed it at her ponut, then took her by the hip with the other hand. Her tail was flagged and over her back as he sloooowly pushed forward, watching his cock sliiide inside her hot, tight depths. Twilight had turned and looked over her shoulder at him. With half-lidded eyes, she moaned, "Co...cock...in...ass! Fee...feels...GOOD!" She gasped as he hilted himself to the balls, then moaned, "M...MORE!!" But then the one in front said, "Don't forget about me, slut," and grabbed her by the head, turned her back to face him, and slipped his cock back into her mouth. Again, she looked down cross-eyed at the cock sliding in and out of her mouth, as balls slapped against her chin and a thick, meaty dick was thrusting in and out of her ass. For the first time. Her pleasure grew and grew at being spitroasted, a completely new experience for the young alicorn! Her eyes began to turn white as a buildup of magic started to form, and her body emitted a glow. The stallions looked down at her as her moans grew deeper and deeper. "...mmmm...MMMM...MMMMM...MMMMMM!!" then the magic EXPLODED outward as she came! Both stallions threw their heads back and roared as they erupted gallons of cum into her mouth and ass, in the most intense orgasms either had ever experienced! The magic cascaded once again throughout the Town, bathing everypony in its Golden Light, as far as the middle of the Everfree Forest. After a full minute, she fell to the floor panting, as both cocks slimily slipped out of her mouth and ass, leaving trails of cum out of both. The stallions fell back as well, stunned. Everymare and everystallion in the room had also climaxed incredibly, and all lay in a comatose state. Twilight was, again, the first to recover. She sat up and rubbed her head. "Ohhh...what happened?" Applejack's man had fallen unconscious on top of her, with his dick still in her ass. She smiled and flexed her ass muscles around his meat. "Ah don't know, but it looks like we were havin' sum FUN wif these here stallions!" She placed her hand on his head, and drew his mouth down to hers, and kissed him. "Wake up, stud," she whispered, "Mah ass needs yew to start pumpin'!" He opened his eyes, felt where his cock was, smiled back at her, then raised himself on his hands and once again began ravaging her asshole! She closed her eyes and moaned, "That's it...keep goin'...ah luv it..." Rarity sat up on top of the stallion she was still straddling, his cock still buried in her cunt. She placed her hands on his chest and began gyrating her hips as she looked over at the purple alicorn. "We...uhhhh...we were...hoping...so GOOD!...we were hoping YOU...could...uhhh...tell us what happened, darling...?" Twilight furrowed her brow. "I...think...for a time...we were all...idiots..." "That's silly!" laughed Pinkie, as she bounced up and down on her stallion's cock, her bubble ass clapping and her massive tits bounding. Then she held up a finger. "Ju...just a se...second..." Her body seized up and her eyes rolled back in her head. "Oh! Oh! Oh!" She shook her head as she recovered from her climax. "Whew! That was super-DUPER fun!" She quickly crawled over to another comatose male and began sucking his cock, bringing it to full erection in a matter of seconds. "Now...then (slurp) what...(slurrrp!)...were...(suuuuck)...you saying? mmmph...mmmph...mmmmph..." "Don't...uhhh...talk with...your...oh GAWD! mouth full, Pinkie!" cried Rarity. She turned a disoriented, delirious look at Twilight. "Go...go on, darling...what...what happened....?" Twilight got to her feet. "I'm not sure, but I think an unforeseen side-effect of the..."bimbofication" was it made us all stupid..." Her brow furrowed again as she started for the laboratory. Under her breath, she said, "I'll have to check my notes..." Then she stood stock-still as her eyes flew open. "A note!" She turned back around. "Rainbow! You found a note! Where is it?" But Rainbow was being fucked from behind by a recovered male, and could barely comprehend what she was being asked. All she could do was make, "Buh... buh... buh..." sounds as her pussy was being thrust into without mercy, but she did manage to point at the discarded piece of paper in the corner. She walked past the yellow mare who was also on her knees, with her moaning face on the floor and her ass in the air, being plowed from behind, and picked up the note. Dear Twilight, I'm taking off to Canterlot to see Mom and Dad. I saw how all of you, and the entire Town changed, and I'm afraid of what I might have done to all of you if I'd stayed. I'll be back as soon as I figure all this out, or until I hear good news from you. Love, Spike She smiled to herself as she descended the stairs, with the sounds of moaning and fucking growing ever louder behind her. "Poor, innocent Spike!" she thought to herself. "At least he wasn't affected by my spell, and should be safe from any naughtiness with our parents! I'm sure Mom will make him feel right at home..." "Let's do this!" screamed Spike, as he grabbed Velvet by the head and began ramming his cock in and out of her willing throat! Her eyes went crossed as her pleasure grew from the dragon cock's bumps and girth tickling her throat as it plunged in and out. Her tits bounced back and forth and her pussy squirted again and again from climaxing over and over! And he hadn't even fucked her yet! All of a sudden he yelled, "I'm cumming, Mom! Is this what you wanted?! Is it?!" She could scarcely nod, she was in such a haze of delight. Spike grit his teeth and buried his cock all the way down her throat. "Then..." he grunted, "TAKE IT!!" letting forth a firehose of dragon cum down his Mom/slut's throat. She grabbed his thighs and braced herself as she tried to swallow every load, but it was too much for her and spilled out all over her tits. When he finally relaxed and stepped back, she fell to the floor, put her head down, and coughed. He gave her a few moments to recover herself, but then she gasped as she felt herself being lifted from behind. She looked back at him and wearily, she whispered, "What...what are you going to do...?" Instead of answering, he bared his fangs, then lined his still dripping cock up with her tight ponut. Her pupils shrank to pinpricks. "...oh dear..." Later that evening, after a long, hot bath and a quick meal, Twilight had finished going over her notes. The spell seems to have stabilized for now, so there should be no more unforeseen side effects. She touched her breasts. They were still extremely sensitive, but they no longer induced instant orgasms from a mere touch. That was both a relief and a letdown, but she reasoned that was better in the long run. And as far as her intelligence, from what she could tell, she was mostly back to normal, although she'd have to take a trip to Canterlot and see Princess Celestia and get her opinion to know for sure. Then finally, it seems the spells had affected every adult pony in Town, although it would take days to gather enough information to discover their full ramifications. So for now, it seemed she could call this experiment a success! Now all that was left, as she licked her lips in anticipation, was to see just how many stallions she could get in her bed! And as she and her friends were now the hottest bimbos, they should be facing little competition from other mares! She smiled to herself, shut off her lamp, and went to sleep with a contented smile on her face. Somewhere out in the Everfree Forest A lone Zebra gasped and sat up in her bed. She looked down at herself as her eyes grew wide. Her breasts had gone from huge to enormous, her ass had burst out of her panties, and she felt a craving she hadn't felt in a very, very long time... She got up and stared at herself in her full-length mirror, noting her lips and gotten softer and poutier, her eyes held a feral gleam she had never seen before, and her nipples were rock-hard. "Zecora...need...COCK!" Author's Note Follow our bimbo's adventures (and see what happens to the sexy Zebra!) in the next installment of...(wait for it!)... [Adult story embed hidden]
