With Sunburst now properly a swirly pony and having his own propeller hat, he led Screwball and the girls towards the Castle of Friendship. They all stayed out of sight to avoid raising suspicion.

"So you're saying a princess lives here?" Screwball inquired

"Sure does. Princess Twilight, her dragon Spike and my girlfriend Starlight Glimmer. Can we make them all swirly like us?" Sunburst asked

"Of course we can, everypony should be swirly so we can all be friends."

"Yay!" Sunburst bounced like a child

"Why don't we start with that girlfriend of yours. You girls stay out here and have some fun"

"Okay!" The flower ponies said before starting a group fondling session. While they were having their fun, Sunburst and Screwball snuck into the castle.

Starlight had just finished some work in the library and was heading back to her bedroom. "Another day, another step towards magical mastery." She said with pride. "I wonder what new stuff I'll see tomorrow."

Her peace was interrupted by some random giggling. She looked around and her eyes landed on Sunburst ahead.

"Sunburst, what are you doing here?"

"What else? I'm here to see you." Sunburst said as though stating the obvious

"What's wrong with you though? You look so different."

"I'm so much happier now, I'm a swirly pony."

"Swirly pony?"

"Yep, it's the best" A new choice chimed in. Starlight turned around and was met with the grinning face of Screwball

"What did you do to Sunburst?!?" Starlight asked with anger

"I fixed him. He's so much better now."

"Well you better un-fix him!" Starlight's horn started to glow bright. "Or else!"

"Are you sure, you haven't even seen the best part yet: His magic cum." Screwball gestured over to Sunburst. When Starlight turned around, the stud had already dropped his pants and was furiously jerking himself off.

Starlight was at a loss, but realized she probably shouldn't stick around to find out what that means. She turned tail and ran down the hall. Only a few seconds later, Sunburst let out an almighty moan and shot a rainbow colored rope of cum in Starlight's direction. It didn't take long for it to catch up to her and it wrapped around her body, binding her arms to her sides like a lasso. Starlight tripped and landed face first on the ground. The cum around Starlight was like gelatin, no matter how hard she struggled, she couldn't break free. The rope of cum then started to pull Starlight right towards Sunburst, and before long she was hoisted on Sunburst's knee.

"What is this stuff?" Starlight asked, struggling again

"For someone so smart, you really don't listen. It's magic cum."

"I can shoot this stuff because I'm happy and swirly" Sunburst said with the biggest grin

"Yeah well, my magic is way stronger!" Starlight's horn glowed as she tried to magic her way out. While she did that, the cum on her started to sparkle and Starlight felt like she was being tickled. She laughed and that broke her concentration

"Wow, this cum isn't just magic, but it's magic proof too." Screwball pointed out

"Hey Screwball, look at this!" Sunburst held Starlight with one hand and put the fingers of his other hand in Starlight's mouth. "Hi, I'm Starlight Glimmer, and I'm Sunburst's dummy." Sunburst opened Starlight's mouth with his fingers and did a really bad impression of her voice, like Starlight was some sort of puppet or dummy.

"Sunburst, what are you doing?!? I'm not-" Starlight broke into another laughing fit as the cum around her sparkled again. "Why am I laughing like this?"

"Seems to me that Sunburst wants to have you as his dummy, and dummies do as they say"

Sunburst put his fingers into Starlight's mouth again "I'm Sunburst's dummy, and I love Sunburst's cum."

Starlight was shocked at what Sunburst made her say "Are you crazy, I don't-" She was interrupted by more laughter. "Make it stop!"

Screwball gave an evil looking smirk. "Don't worry, it'll stop soon. As soon as you accept what you're saying."

"Never!!!" Starlight vehemently shouted.

"Oh well, more fun for us. Continue with your performance Sunburst"

Sunburst gleefully put his fingers back in Starlight's mouth once again. "I love Sunburst's cum and Sunburst's dick. It makes me so giddy."

Starlight groaned and wanted to voice against it but even thinking about that resulted in more laughter.

Screwball was greatly enjoying this little game. “Hey Sunburst, why not give your dummy just what she likes? After all, it makes her giddy.

“Okay, sounds like a fun idea.” Sunburst replied. Suddenly, the cum rope around Starlight began to unwind, spinning her around quickly. When it retracted back into Sunburst’s massive dick, Starlight was incredibly dizzy, making it easy for Sunburst to stick his dick into her mouth and launch another dose of cum into her mouth. Starlight was taken by surprise and couldn’t spit it out, it tasted just like candy. When Sunburst finished cumming and took his dick out of her mouth, Starlight started laughing up a storm.

“Look at that.” Screwball pointed out “Your cum really did make her giddy.”

“Can we make her swirly now?”

“Yep, now’s the best time.” While Starlight was lost in her laughter, Screwball took out her hammer and slammed it right onto Starlight’s head. Her breasts became absolutely enormous, easily larger than the flower girls. Once her head returned to normal with her new swirly eyes, she still couldn’t stop laughing.

“Wow, being swirly is great” She said between laughs. “Can I have more of your cum Sunburst? I love how giddy it makes me.”

“Of course!” Sunburst enthusiastically agreed. He laid Starlight down, took off the clothes over her bottom,and started to fuck her hard. It didn’t take long for him to cum and Starlight was just loving it, laughing the whole way through.

“That’s another for our group of friends” Screwball said as she put a propeller hat on Starlight as Sunburst continued the fucking.

“Oh, speaking of friends. We should show my friend Trixie how great this is.” Starlight chimed in

“Sounds wonderful. Where can we find this friend of yours?

Trixie exited her wagon parked outside the castle. "Looks like everything is in order." Trixie thought aloud "Trixie supposes she could go see if Starlight is finished with her studies.

Trixie went around the castle and noticed a stage not unlike her own was set up. The flower girls were sitting in front of it wearing sunglasses. She went over to inquire. "What's going on here?"

"Oh, Starlight and Sunburst wanted to try something with a new friend and they wanted to show it off." Rose answered

Lilly patted the ground next to her. "Why not join us and watch?"

Trixie pondered for a moment. "Trixie supposes watching her best friend do something new would be fun." She sat down and waited for the show to begin

Before long, a smoke bomb erupted on the stage and Sunburst and Starlight appeared. Sunburst dressed in a magician's hat and cape, which let his huge cock hang out, it already being erect. Starlight was dressed as a showgirl, with the leotard she was wearing drawing ample attention to her now enormous breasts and the deep cleavage she now sported. Seeing her close friends like this and absolutely shameless and it immediately made Trixie shoot up

"What's going on?!? What happened to you two?!?" she asked urgently

Starlight couldn't hold back her incessant laughter so Sunburst spoke up. "It's all part of our new act. Perhaps you'd enjoy a demonstration?"

"No way, Trixie wants no part of this!" She was about to run, but Rose, Lilly and Daisy had already gotten up and surrounded her before squishing her between their huge breasts

"Come on Trixie." Screwball had appeared on the stage. "It's lots of fun."

"Did you do this to Trixie's friends?"

"Yep, I sure did. And you're going to join them."

Trixie tried to struggle out of the boobie vice grip, unable to escape the soft yet firm grasp. While this was happening, Starlight was giving Sunburst a wonderful tit job, laughing all the while. When Sunburst looked like he was about to cum, Screwball signaled for the flower girls to release Trixie. Before Trixie could get her bearings, she was ensnared by the magic cum and hoisted onto stage.

"Do you like my magic cum Trixie?" Sunburst proudly asked.

"Magic cum?" Trixie asked while trying to struggle out of the gummy hold

"Yep, I made them swirly just like me." Screwball said "And it has so many benefits. Just look at how much fun your friends are having."

Trixie looked up at Starlight and Sunburst. Starlight was laughing incredibly hard, which caused her massive boobs to bounce wildly. Sunburst meanwhile was fondling his huge balls in one hand while drumming his mouth with the other, his face cross-eyed. Trixie was at a complete loss for words.

Screwball took the opportunity to look Trixie right in the eyes with her swirly gaze. "Look at how much fun they're having."

"Trixie supposes… It does look like fun" Trixie slowly replied

"Don't you want to join them? Maybe you'll have even more fun."

"How does Trixie join her friends?"

"I'm glad you asked." Screwball wasted no time in taking out her swirly hammer and using it on Trixie's head. Like Starlight, her breasts became absolutely enormous and she gained a swirly gaze of her own. "Isn't that so much better"

"Screwball is right, I do feel better. Trixie and Sunburst look so happy" Sunburst retraced his cum rope and Trixie went over to Starlight and started making incredibly goofy faces, which just made Starlight laugh even harder.

"Hey, now we can watch a threesome." Daisy said with aplomb

"You're right." Screwball remarked "Why don't you three show us just how good friends you are."

The three swirly ponies didn't need any further encouragement. Trixie immediately dove onto Starlight and moved her leotard aside to have easy access to her lower lips. Trixie went to town with her tongue, which added to Starlight's hysteric laughs. The pleasure causing her to make funny faces seemingly involuntarily. While Trixie was having her fun, Sunburst saw his opportunity and tore off her pants and panties and shoved his cock right in. While keeping one hand on Trixie's shoulder while he plowed her, his other hand continued to drum his lips. Sunburst's thoughts were goofy and swirly and he couldn't be happier.

The flower girls applauded the new show and Screwball watched with joy, while also thinking about how to best convert the dragon.

Spike was asleep in his room, taking a load off after his afternoon of chores. Screwball peaked inside and saw his sleeping form. “So how can we show this dragon that being swirly is the best?” She pondered

“Well, he does love comic books.” Trixie pointed out. “Apparently some of them are magic and he can go inside them.

“Hmm, there’s an idea.” Screwball carefully opened the door and tiptoed into the bedroom, being very quiet to not wake Spike. She saw one of the magic Power Pony comics on the dresser and grabbed it before quietly leaving. “So this comic is magic?”

“Yep, Screwball can go inside it.” Trixie said with joy

“I think I’ll be able to show Spike that our way is the best way. Just leave the book next to his bed, I’ll handle the rest.” Screwball took her hammer and activated the comic’s magic to go inside. After a few moments, the cover changed as the contents inside did. It showed the Power Ponies going to fight a new villain…

Some time later, Spike woke up with a yawn. He looked to his side and saw the comic book. “What’s this?” He wondered as he picked it up. “The Power Ponies Vs. The Swirly Seductress? Is this a new issue? Maybe Twilight left this for me as a reward for a job well done.” Spike smiled with anticipation “Well, it has been a while since I’ve dived into one of these. Let’s have some fun!” Spike activated the spell on the book and dove right in.

Outside the bedroom, Starlight could finally stop holding back her laughter and started rolling on the floor. “Soon he’ll be happy and swirly.”

“Yep, just like us.” Sunburst chimed in

“Until then though.” Trixie brushed her hand along Sunburst’s huge member “How does Sunburst feel about some fun”

Sunburst’s doofy grin somehow got even wider, and he started a passionate fucking with Trixie. Trixie drummed her lips all the while as the bliss completely overtook her.

When Spike arrived in the fictional world of Maretropolis, he was already dressed as Humdrum. He accepted being the sidekick a while ago, so it didn’t bother him. He was in the Power Ponies’ base of operations and the whole crew was there. While they sort of resembled his friends, he knew they weren’t them. Soon, an alarm went off.

Matter-horn immediately went to the main computer. “We’ve got trouble downtown. Alright team, time to Power Pony up!”

With the signature catchphrase delivered, the team grabbed their gear and headed towards the site of the disturbance. When they arrived however, they were all at a complete loss. The ponies all around them were beyond weird. The ladies all had huge breasts and the guys all had big cocks and ripped frames. All of them had swirls in their eyes and were acting strange. Some were just giggling to themselves or drumming their lips, while others were engaging in some sexual fun. Mares were groping their breasts, giving titjobs and guys were fondling their tools or fucking random citizens. It didn’t take long to identify the source. The villainess wore a propeller hat, a mask to cover her eyes and a latex spandex outfit. The outfit exposed her deep cleavage and she brandished a large hammer.

"Halt you villain!" Matter-horn declared. "Identify yourself!"

The villain in question acknowledged the arrival of the heroes.

"Oh boy, more friends to make swirly." She said with giddiness. "I'm the Swirly Seductress."

"Swirly? What is wrong with this one?" Mistress Marevelous questioned

"Doesn't matter, she'll go down just the same as the others." Zapp said before going in for the attack. However, as soon as she got close, the seductress took off her mask and gave Zapp a blast of her swirly eyes and the swirly beams that came out of them. Almost immediately, Zapp went from angry and aggressive to slack jawed. She stopped in front of the villainess with her mouth agape and drooling a bit.

"Zapp! What have you done to her?!?" Radiance barked out

"Oh, nothing yet." The villain said with an evil smile. "But check this out!" She raised her giant hammer and it absolutely crushed Zapp into a pancake. Her teammates gasped in shock, but when the Swirly Seductress lifted the hammer, Zapp's body was like putty. As she stretched back into place, her breasts had become enormous and her eyes were full of swirls.

"Wow, what was that?" She wondered

"You're swirly now. How do you feel?"

"I feel great!" Zapp said with a big goofy smile. "Look everyone, I'm so swirly."

"You better change her back or-" Saddle Rager tried to make a threat, but one look into the swirls of the villainess and she was reduced to a drooling mess.

"This is really bad." Filli-second said worryingly. "What should we do?"

Matter-horn pondered for a second. "Power ponies, fall back! We need to come up with a plan." She ordered

Filli-second tried to use her super speed to escape, but before she had the chance to get clear, her legs were ensnared by something colorful. One of the guys that was jerking themselves off shot a rope of cum right at her, binding her feet so she couldn't escape. She was then reeled in towards the stallion. Once she was close, the stallion detached the cum from his cock and started to fuck her furiously. While he was doing this, he started to feed thoughts into Filli-second's head about how great it was to be swirly. Once he came inside her, she went totally cross-eyed.

Radiance wasn't much better off. Before she could try to use her attack constructs to save Saddle Rager from the swirly hammer squishing, one of the super busty mares came up behind her and gave her a wet willie. Radiance moaned in disgust as her concentration was ruined and the swirly mare was able to pin Radiance to the ground beneath her huge breasts and started to play with her face in a very goofy way.

Mistress Marevelous was confronted by the now swirly Zapp. She knew that Zapp was her teammate but also knew she couldn't hurt her. Zap took advantage of this hesitance to make a small twister around Marevelous which spun her around rapidly. After what felt like an eternity, Marevelous stopped spinning, but the world around her certainly didn't. This made her easy pickings for the Swirly Seductress, and she was squashed and converted into another swirly pony.

Matter-horn and Spike were in total shock, their teammates reduced to playthings or turned into shameless big boobed crazy ponies. "What the heck is going on with this comic?" Spike wondered. "I've never seen one like this."

"I can answer that." The voice of the villainess answered behind him. But once Spike turned around, he got an eyeful of the swirly eyes and beam that incapacitated his teammates. "My friends said you liked comic books, so I knew I could use this to make you into a great swirly stud"

"Swirly… Stud…" Spike weakly replied. He was so lost in the swirls that Matter-horn's screams for help or moans of pleasure as Zapp and Marevelous groped her breasts and fingered her pussy fell on deaf ears.

"Yep, a nice and happy swirly stud with magic cum to please the other swirly ponies. Doesn't that sound great?"

"It does… Sound great…"

"Perfect, then let's get you settled and get out of this comic." Screwball raised up her hammer and squashed Spike, just like the others. When his body returned it was muscular, his cock was much larger and his gaze was properly swirly.

A moment later in a bright flash, Screwball and Spike had returned to the real world.

"Oh wow, Screwball did a great job." Trixie said with admiration "Spike looks great as a swirly stud."

Screwball smiled. "Yep, and now you girls don't have to wait your turn for a chance with a stud."

The girls all let out giddy sounds as they admired Spike's new form and wondered who would get their chance with his massive dick first.

Some time later, Twilight was heading to the library to do some reading. She had just finished some errands and tasks and was looking forward to being able to de-stress.

When she arrived, she saw that there was a single book on the desk. "That's strange." She wondered aloud. "Maybe Starlight forgot to put this one back."

She went over to the book and took a look at it. "The science of swirls? What in Equestria even is this?" When she opened the book, there weren't any words, the pages just had glowing swirls on them. It didn't take long for Twilight's eyes to start hurting and she dropped the book. "What kind of book is this?"

"Oh, I can tell you" A new voice answered. Twilight turned around and saw Screwball and her swirly cohorts. "It's a book that will help you become swirly."

"Swirly? Just who are you and what have you done to my friends?" Twilight asked with urgency and worry

"They're all swirly. Just look how happy they are."

Screwball stepped to the side so Twilight could see all her friends with huge breasts or huge muscles and dicks. They were all making goofy faces and giggling to themselves. Except for Starlight, who's laughter was much larger.

"You're sick! I'm going to stop you and save my friends!" Twilight lit her horn, ready to attack. But before she could, Spike shot a glob of rainbow cum right at her horn and it stuck, her magic fizzling. "What the? What is this stuff?" She tried to pull at the cum on her horn but it just stretched like taffy and didn't come off.

"Magic cum, it's part of being swirly." Screwball explained. "It's sticky, tastes like candy and is totally magic proof. Plus, it makes you giddy. Isn't that right Starlight?"

Starlight affirmed this by falling on the floor in laughter.

"Why don't you have some more Twilight?"

Spike and Sunburst were fondling their balls while getting jerked off by the flower ponies. Twilight knew she couldn't stick around so she tried to run. However, before she could leave the library Screwball was in front of her, holding the swirly book open for her to see.

Twilight started to look deep into the swirls, but regained herself enough to push Screwball out of the way. She ran into the halls, but it seemed like swirls were on the walls. She stumbled around and soon bumped into Trixie, who was holding another copy of the swirly book.

Twilight tried her hardest to resist, but the swirls were so compelling. She fell to her knees to take them all in.

"Doesn't Twilight love looking into the swirls?" Trixie happily asked

"The… Swirls…" Twilight drones, her thoughts becoming muddled

"Yep, the swirls are so nice. And when you're swirly you won't have to think about anything. All your thoughts will go into your big boobs and you'll love big cocks." Trixie capped it off with a goofy giggle

"Big boobs… big cocks…" While she was drinking that in, a rope of cum wrapped around her and brought her back into the library

Screwball looked down to her with a smile, making deep eye contact. "Are you ready to be a swirly princess?"

"Swirly… Princess… Swirly… Swirls…" Twilight was barely there anymore

Screwball knew the time was right. She took out her hammer and squashed Twilight's head. Twilight's breasts easily became the largest yet as all her intelligent thoughts went straight down into them. When her head returned to normal, she had a goofy, happy look.

"How do you feel Princess?"

It took a sec, but Twilight started to laugh. "I feel so great. Being swirly is so much fun."

"What are you thinking about?"

"Thinking? I don't think anymore, all that went into my big boobies and I just love big cocks."

"How perfect, we have two big cocks to please." Screwball motioned for Sunburst and Spike to come there. Spike retracted his magic cum into his cock.

The two then started to have their fun with the now swirly Twilight. Sunburst dropped her pants so he could gain easy access to her pussy, while Spike stuck his dragon cock right into her mouth. The swirly studs made goofy, cross-eyed faces as they spit roasted Twilight. And when the time was right, they both came into Twilight at the same time. Once they retraced, Twilight burst into loud laughter as if she was told the funniest joke ever. As Twilight laughed, Starlight came over to join her and the two pressed their giant breasts together. Both only thinking of big boobs, big cocks and how to be as goofy and swirly as possible.

Screwball couldn't help but laugh at this herself, she was so happy to have so many new friends. But was this enough friends?

Author's Note

Another chapter done and dusted andil I had a lot of fun with this one. I'm likely going to take a break for a bit to figure out what I could do next, but rest assured this will be concluded. Again, big thanks to PrinceFive for editing help and creative consulting