Screwball and her group of swirly ponies approached the school of friendship. The big boobs on the ladies bouncing with every step and the huge cocks on the studs erect and ready to fuck.

"Wow, this school is so big" Screwball said with adoration. "Are there lots of students here?"

Twilight giggled before responding. "Yep, lots and lots."

"That means a lot of friends."

"Yep, once we make them swirly" Twilight said with giddiness

Starlight managed to stop her crazy laughter for a moment to speak up. "We should see our special group of six first."

"Sounds great." Screwball replied before they all entered.

Sandbar, Smolder, Yona, Gallus, Silverstream and Ocellus were all in the library relaxing. However, their peace was disrupted by the distant sound of giggling

"Does anyone else hear that?" Sandbar questioned

"You mean that giggling that sounds totally weird and creepy?" Silverstream responded

"Yeah, I think that's it." Gallus said with worry

Before they could even think of what to do, Screwball came in with her entourage. Needless to say, the students were completely shocked.

"Headmare Twilight?!? Counselor Starlight?!?" Ocellus asked with fright. "What happened to you?!?"

"We're swirly now, and it's so wonderful." Twilight replied with a goofy smile. "Isn't it Starlight?"

Starlight merely nodded as she continued her incessant laughter, spurred by the cum inside her.

Screwball was beside herself with excitement. "Now we'll have even more friends"

"Yona doesn't like this!" Yona tried to turn tail and run but Twilight shot a beam of magic and in a puff of smoke, Yona was encased in a metallic cylinder with her head sticking out. She tried to wiggle out, but even her yak strength couldn't budge the metal.

“Run!” Sandbar exclaimed and the other 5 students scattered in different directions

“Ooh, we get to have fun with them.” Screwball said with glee before she and the other swirly ponies split up to find them.

Smolder fled down the hall, but her escape attempt was waylaid by Starlight appearing above her in a pop of magic. The large shadow cast over Smolder showed the inevitable: Starlight fell right onto Smolder, pinning her to the floor and being smothered by Starlight’s enormous boobs.

“Ugh, get off of me.” Smolder said, trying to squirm out from under the massive boobage.

Starlight could only laugh at her predicament. She added to her giggles by playing with Smolder’s face.

“I mean it! Get off!”

“No can do, you need to be swirly.” Starlight said between her laughter. She then stopped playing with Smolder’s face and teleported Smolder above her. Before Smolder knew what was happening, she was squeezed into a cylinder with her head sticking out. Starlight decided to have some more fun by giving Smolder’s exposed face some kisses, leaving cute pink marks behind.

“Ew, gross.” Smolder said with disgust. She tried to struggle out of the metal prison but it didn’t budge and Starlight brought her back to the library to put her beside Yona.

Gallus and Silverstream flew off down a different hallway. Unfortunately, their progress was waylaid by Spike. He was in their way jerking off his massive cock.

"W-what is he doing?" Silverstream asked with worry

"Don't know, but we're not going to find out!" Gallus turned around, but Sunburst was standing where they came from, also jerking himself off.

"Swirly swirly" The two studs chanted. Before Silverstream and Gallus could find an escape route or even question what was going on, the two guys both came. Their rainbow gummy cum quickly came out and ensnared both birds.

Gallus immediately tried to struggle out, but to no avail. "Gah, what is this stuff?"

"I don't know, but I can't get out either." Silverstream said after trying and failing to wiggle out herself.

With the two sufficiently immobilized, Sunburst and Spike picked them up to carry them back to the library.

Sandbar and Ocellus tried to head towards the entrance. But when they got there Screwball, Twilight and Trixie were already there and they had amassed quite the group. Many of the other students were already turned into swirly ponies with huge boobs or huge cocks.

"Look at all your classmates." Screwball said with glee. "They're so happy to be swirly."

"We don't want to be swirly… whatever that means." Ocellus tried to turn and run, but Trixie was faster. She used a spell to open a hole beneath Ocellus and Ocellus fell in. The hole then closed up.

"Ocellus!" Sandbar exclaimed. "Where did she go?"

"Ocellus is right here." Trixie took off her hat and reached into it. She pulled out a pair of bunny ears and then Ocellus' head was pulled out with them. She seemed to be incredibly dizzy as she was pulled out of the hat, now wearing a playboy bunny outfit.

"Ocellus looks great, doesn't she?" Twilight asked Sandbar

"No way, she would never wear something so… inappropriate." Sandbar said in rebuttal "You better change her back or…"

Before he could finish, he was encased in a metal cylinder with no escape. Ocellus was promptly put in one too, but in her dizzy state, she didn't even put up a fight.

"Now to have some real fun." Screwball said with a giggle

With all six of the students caught, they were all placed next to one another. All of them were still immobile in the cylinders. Twilight and Starlight then lit their horns and in a flash of light, a large machine materialized around the captured students. It had six holes, bright lights and a big sign that said "Whack-a-student". Inside the machine, the walls around the students showed glowing swirls and they couldn't look away, the swirls making the students start to feel dizzy.

"Let's play!" Screwball then took out her swirly hammer with such joy. Sandbar then popped out of the machine and was whacked by Screwball. Over the next while, each of the students popped out of the machine and each got whacked with perfect accuracy. Each whack caused boobs on the girls to grow, and dicks on the guys to lengthen. When all was said and done, the machine let out a fanfare for the high school and burst into magic dust to show the new swirly students. Ocellus was still in her bunny suit and Smolder now had bright pink lipstick.

"Wow, I feel great." Sandbar said with a huge grin as Screwball put a propeller hat on him. "How do the rest of you feel?

Yona began to drum her lips in cross-eyed swirly bliss, Ocellus started to hop in place to revel in her new huge breasts and Smolder decided to give Gallus and Silverstream each a big kiss, leaving pink kiss marks on them.

"Yay, now I have so many more friends." Screwball said, her elation growing by the minute.

While all the swirly madness was going on, Discord was enjoying his picnic with Fluttershy.

"Would you like some more tea my dear?" Discord asks, while lifting the teapot.

"Of course, thank you Discord." She happily accepted the tea. "This is really nice."

"Yes, I do agree taking our Tuesday tea outside was a nice change of pace."

The peace and serenity of their picnic was waylaid by laughter in the distance. Both Discord and Fluttershy were confused and decided to see where it was coming from. They went over towards the school of friendship and what they saw was absolutely shocking… to Fluttershy anyway. Ponies with propeller hats and swirly eyes as well as the other creatures Sandbar was friends with were all gathered. They were doing goofy stuff such as drumming their mouths, making funny faces at one another or telling corny jokes that caused tons of laughter. Discord looked at all of this and seemed to know exactly what was going on.

“Well this is quite the chaotic epicenter. I think I know the culprit.” He reached his hand into the large group and fumbled around for a bit before pulling out Screwball and bringing her in front of him.

“Daddy Discord!” She said with a huge smile

“Um Discord, who is this?” Fluttershy wondered

“This is Screwball. A pony made from chaos. But more importantly Screwball, how did you even get here?” Discord asked with a raised eyebrow.

“Easy, you left the door open.” Screwball giggled at the true fact while Discord adopted a blank expression. He then facepalmed and groaned.

“They say leaving a door open lets bugs in. I suppose I should have listened.” He then retracted his hand. “It’s time you go back home.”
“Awwww, but daddy Discord, I’m having so much fun.” Screwball retorted with a pout. “And I’ve made so many good friends.” She gestured over to the group who had started doing some sexy activities. Mares started to bounce their huge breasts together and give titjobs to the studs while other studs started to fuck mares senseless. Fluttershy couldn’t help but blush profusely at the display

“This isn’t the way to make friends.”

“But you love chaos. Just imagine if your friend here was a swirly pony. Don’t you think that would make her a better friend?”

“That’s beside the point! Even if seeing Fluttershy like chaos more would be fun, I still think-”

Screwball’s eyes lit up when Discord said that. “Oh, you want to see her like chaos? Hold on!” Screwball took out her hammer and slammed Fluttershy’s head in. Like all the other swirly ponies, she gained huge boobs and when her head returned to normal size, her eyes were full of swirls.

Discord was shocked to say the least. “My goodness! Fluttershy my dear, are you okay?”

Fluttershy started giggling wildly. “I feel so happy, I never knew chaos could be so funny.”

“See Daddy Discord, she’s so happy.” Screwball stated. “Doesn’t she look great like this?”

Discord looked her over and couldn’t deny she liked all the chaos coming off her now. “Well.. I suppose.”

“And just think, we could have the big ponies in charge as your personal jesters. Wouldn’t that be just the best?”

This seemed to spark Discord’s interest. “The high and mighty Princess Celestia as a jester? Why didn’t you say so sooner? Well then, how about we take everyone on a nice trip to Canterlot to go see the princesses?” Discord suggested with a suave grin.

Screwball and Fluttershy clapped and hopped in place, excited at the prospect. This caused Fluttershy’s now massive boobs to bounce wildly, and Discord couldn’t help but get more than a bit aroused. His erection starting to show.

In Canterlot's throne room, the princesses Celestia and Luna were enjoying some peace and quiet after a hard day of meeting with delegates and sorting out problems in the palace.

Princess Luna let out an exasperated sigh. "It seems like some days just refuse to end dear sister."

"So very true" Princess Celestia agreed "But at the very least now we can take a moment to relax. The chaos of the day is nowday now over."

"Chaos?" Discord suddenly appeared with Screwball and a bunch of swirly ponies. "Did somepony say chaos?"

"Discord! What is the meaning of this intrusion?" Celestia demanded.

"And what is with the ponies you brought?" Luna questioned. "They look so…"

"Wonderful? Yes, I know." Discord snarkily replied.

"No, they look absolutely scandalous and I will not stand for it. We demand that you return them to normal!"

"Normal?" Screwball spoke up. "But normal is no fun. Being swirly is so much better."

"Making ponies like this against their will is wrong!"

Screwball walked up to the angry Luna. "But look at these swirls, don't they look fun?"

Screwball looked Luna right in the eyes, but Luna kept up her piercing glance. "This kind of chaos will not stand. I demand that you…" Luna's resolve started to waver. "That… You…"

Celestia was taken aback. "Luna, what's happening? Luna!"

"She's appreciating Screwball's swirls." Discord said.

"Her swirls? What is happening to my sister?"

"Nothing yet. But how about you get an eyeful of swirls too." Discord snapped his fingers and a pair of goggles appeared in his hand. He quickly put them over Celestia's head and pulled back before letting go, having the goggles smack Celestia right in the face and knocking her down. Before she could get up and try to pull them off, the goggles turned on and showed a copy of Screwball's swirly eyes and it didn't take long for Celestia to succumb to them.

"Don't my swirls look wonderful Princess?" Screwball jovially asked

"Yes… They look nice…"

"Daddy Discord, I'll make this princess swirly, you can handle the other one."

"It would be my honor." Discord replied with a smile

Screwball took her swirly hammer and squashed Luna's head flat, causing her breasts to tear through her dress. They became the size of beach balls and Luna lost her balance and fell right on them. When her head returned to normal size, she had a proper swirly gaze.

"I'm so swirly and my boobies feel so good" Luna said in total bliss

Discord meanwhile took a different approach. He created a large wooden mallet and squashed Celestia into a pancake. With the princess squished he picked her up and snapped a valve into existence on her body. He then started to inflate Celestia, with most of the air going into her breasts. When she was properly sized, Discord snapped his fingers again, and her body became that of a pony again and she fell to the ground. She was now wearing the outfit of a jester, complete with bells on the outfit and the hat she now had on

When Celestia got up, she was giggling wildly. "Wow, I feel great."

Discord was more than pleased at this new Celestia. "My dear, this suits you so much better."

"Yep, I'm way better as a swirly jester." Celestia started to bounce around, her bells jingling and her boobs bouncing her she was happier than she had ever been.

Screwball's joy was boundless. With the princesses swirly it wasn't long before the rest of Equestria succumbed as well. Ponies across the land all became swirly and all sense of shame was discarded. Everyone loved their swirly eyes, goofy thoughts, big boobs and huge cocks.

"Life is good with friends." Screwball happily remarked

Author's Note

And that'll be it for this little story. I know it's not super deep but I feel it's at least a good proof of concept for what it'd be like for Screwball wanting to change other ponies. Hopefully this will be the start to more Screwball stories in the future. Again, a big thanks to PrinceFive for his editing help