Twilight 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]