Kiss and Makeup

by Non Uberis

Rating: mature
Tags: Porn, Fetish, Slice of Life, Sex, Anthro, Main 6, My Little Pony: Friendship is Magic
Length: 6304

The girls get ready for a night on the town by freshening up and letting their worries wash away.

It's been something of a tradition for Twilight Sparkle and her friends to spend a night on the town in Canterlot while forgetting about all of their problems in their daily lives. This becomes easier said than done over time, though, as their responsibilities weigh upon them and inevitable complications arise. Fortunately, Rarity has devised a means of making that easier for them to do, while also making them even more appealing.

= = = = =

Contains the following: anthro, hyper (breasts, butt, lips), bimbofication, the usual Non-style bimbo themes, big smooches, and implicit shipping pairs.

Cover art by myself.

Published 2023-06-16 22:50:01 UTC
Last updated 2023-06-16 22:50:01 UTC

Apply to a Glossy Sheen

“You know, Twilight, nothing’s going to happen if you just keep sitting there moping.”

Twilight Sparkle turned to frown at Rarity, somewhere between a glower and a pout. Not that Rarity exactly noticed since she was intensely preoccupied with her own beautification process. Nopony knew better than her just how much work went into getting a mare to look their best. It was hard enough when it was just a matter of gussying herself up, it was even harder when she was having to coordinate five other ponies to get up to a comparable standard to her. Thank Celestia she didn’t have to worry about all that tedium anymore.

It wasn’t strictly necessary for her to go through all this effort for herself either, but old habits died hard. She liked to believe that carefully sculpting her visage in advance made the final product better.

“Need I remind you, Twilight, that the whole point of us doing these excursions is to take a load off our minds and relax?” The unicorn reached out to place a hand on the other mare’s shoulder and offered her a sidelong smirk.

“Yeah, I know,” Twilight muttered glumly back, crossing her arms over her chest.

“Then let those worries of yours go.” Rarity’s fingers slinked lower over the alicorn’s back. Her grin widened slightly when she kneaded Twilight’s shoulders just the way she liked and that elicited an involuntary shudder of her wings. “Nothing’s going to get solved if you just hold onto them all your life.”

“I…yes, I get it, Rarity,” she replied with a sigh and a roll of her eyes. She looked at her own reflection in the mirror in front of her. Rarity had insisted on applying some makeup to her as well; even though Twilight had her own experience with this affair, she tended to be less extravagant than this even for her royal appearances. “It’s just…I want to be able to do this…”

“But?” Rarity filled in for her, leading her onward.

After keeping her lips pursed for a few seconds, as if holding it in, Twilight said, “Things are just so different now. I’m a princess now—the princess! How can I just…drop everything I should be doing and parade myself around the city? What will the ponies—my subjects—think of me?”

Rarity scoffed. “You say that as if Celestia and Luna didn’t accompany us plenty of times. Nopony was threatening a coup back then, it’s not going to happen now. I think your subjects will be glad to know that you’re so available.”

Twilight Sparkle bit her lip, looking downcast, and muttered, “I wish they could’ve been here tonight.”

“A shame, yes, I know,” Rarity replied while patting her reassuringly on the back, “but Tia assured me that they will be joining us in spirit if not in person.” When that didn’t seem to get any visible response from the despondent alicorn, Rarity sighed and added, “Very well, here—”

An aura of blue magic manifested around two tubes of lipstick which then levitated toward each of them. The thin cylinders were a vivid pink color laced with swirling plumes of purple around their circumferences. When the caps popped off, though, the sticks inside were shown to be a ghostly white, smooth surfaces glittering faintly. “We can do it together, darling,” Rarity said with a gentle smile while she took one of the tubes and held the other up for Twilight to take.

There was a trembling at the edges of Twilight’s mouth that might have been an attempt at a smile of her own. “Okay…fine,” she said while she took her own floating lipstick.

“I know it’s been a while, Twilight, but it’s just like riding a bike.” Rarity twisted the tube and readied herself for the next step, holding it up before herself. She’d had more experience with this than any of them; it was her enchantment at play, after all.

“I don’t remember the last time I rode a bike either,” Twilight remarked, but nonetheless she assumed the same pose. She didn’t really have the right expression, the right pout of the lips, but that was fine; once the process began, everything would even out automatically.

“Ready?” Rarity asked, peering at Twilight with a smile and an expectant twinkle in her eyes.

Twilight nodded.

“Go.”

She moved more slowly, though, making sure that the other mare made contact before she went under.

The velvety sticks rubbed against the edges of their mouths. Almost immediately, as they began circling about the perimeters, a glassy quality came over their eyes, a dull buzz filling their brains like tinnitus. They continued to move, but they only provided the impetus of the motion, the fine motor control carried out on its own. Where the white lipstick passed, it left a glossy, glimmery trail, and though Rarity had already applied a pale blue veneer to her own lips, this manifested on Twilight in a rich amethyst color, blush and eyeshadow also spontaneously coming into existence upon her face.

Then, with every circuit that they made, their lips grew plumper, more pronounced, taking up more of their snouts. There was a low groan in Rarity’s throat as she watched her reflection change, just as she heard a similar crooning from Twilight beside her, but she was hardly conscious of any of this process. She was too engrossed in the hypnotic circling motions to think about the swelling of her lips, or the way her breasts were rising up from beneath her face, or the way the chair she was sitting in was growing snugger around her hips and thighs. Not that she was displeased with any of this, she was all too enthused with this development, but it was simply the nature of the enchantment that she was completely engrossed until the application was complete.

The way Rarity twisted and curled in the chair was completely unconscious, nestling her free arm against her bosom as it ballooned outward. It was simply the way her nature reacted to this process. By the same token, Twilight remained more steady, though her eyelids fluttered intermittently and she was clenching at her thigh, bulging up between her fingers. Both of them were certainly experiencing the early onset of arousal, nipples stiffening and tenting through the fabric of their dresses, fires stoking in their loins. They didn’t want to get too horny before the night even had a chance to begin.

When Rarity finally allowed the tube of gloss to slip away from her face, her cyan lips had swollen to occlude much of her muzzle. She looked into the mirror before her, at her reflection, a hyper-exaggerated parody of the mare she had been moments ago, a sultry bimbo rather than one of Equestria’s premier fashionistas. She batted her eyelashes and puckered her fat lips to blow a kiss, and then she giggled, the sound high and gay and carefree as her prize watermelon breasts jiggled. A clouding haze had settled over her mind, dulling her thoughts and memories, but the base personality remained intact, and if there was one thing Rarity never failed to do it was to gush over her looks.

Of course, even though she may have been more than a little vain, she certainly wasn’t self-centered, so it wasn’t long before she turned to the side and asked, “Twilight, darling, how are you feeling?”

Twilight Sparkle moaned back, delight tinged with pangs of stimulation. She cupped at either side of her bosom, holding breasts which now overflowed the grasp of her hands. She wore a conservative cocktail dress, hardly even showing any cleavage, but a side effect of the garment being so concealing was that it conformed to her engorged figure, hugging the contours of the chest and thighs. One might never suspect that she had once been a bookish nerd who rarely ventured to large social gatherings, let alone the ruler of a nation. It wasn’t a major concern to Rarity, who thought she was beautiful regardless, but now the mere sight of her was enough to elicit a giddy bubbling sensation within the unicorn, with just barely enough restraint to keep her from throwing herself at the mare.

And when Twilight finally responded with a short chuckle, lips curled into a smile, she said, “Good…I feel good.”

And because Rarity no longer had the capacity to analyze the underlying implication of this statement, the halfhearted tone, or the way the glimmer in Twilight’s eyes wasn’t quite right, too bright, too lucid, she tittered back, “Splendid! Let us reconvene with the others, then, so that we may begin our night on the town in earnest!”

“Yeah!” For a moment, Twilight seemed to go unconsciously along with the beginning surge of motion, only to then settle back in her seat. “Um, actually,” she said with a tad less pep, “I’ve got a little more prep to do, a little more…gussying up. Can you, uh…go on without me? I’ll catch up.”

Rarity tilted her head, confused by this diversion from what the typical course of action was, but shrugged and smiled anyway. “Very well, if you insist!” With a bit of tugging, made difficult by her burgeoning hips filling the span of her chair, she extricated herself and stood. She didn’t go far though, stopping instead beside Twilight so she could lean down beside her, coming close enough to wrap her arms around her and nuzzle against her cheek—which also brought her breasts mashing against the other mare. “I’m so glad you came to join us tonight, Twilight,” she murmured gently.

“Me too,” she whispered back, sighing with what was probably contentedness.

Then, after depositing her lipstick into the purse slung from her shoulder, Rarity sashayed around her, swaying rhythmically and bobbing with every step. Even her curling coiffed mane bounced in time with her breasts and buttocks. She opened the door and left the dressing room behind her, sauntering to the next one down and then knocking upon the door there—only just able to reach far enough past her bosom to do so. “Hello!” she called, her voice ringing out, “Are we ready to go?”

There came a muffled clattering on the other side of the door and a hushed expletive—definitely not bimbo behavior.

A different voice responded in a singsong tone, “Dashie’s being sloooow!”

“N-no, am not!” the first voice stammered.

“Oh dear.” Rarity didn’t necessarily register the indignance being displayed, but she at least understood that her assistance might be needed, so she opened the door and allowed herself inside.

Pinkie Pie looked like she was very much ready to go. The pink mare was bouncing impatiently in her seat upon buttocks that were like balloons. The flesh of her pert breasts that was left exposed by her frilly top rippled about, trembling and quaking like a gelatin mold. The grin on her face was very much that of Pinkie Pie, giddy and eager and exuberant, even if coupled with plump lips and glittery makeup.

Rainbow Dash was decidedly not ready to go. The pegasus had come here straight from Wonderbolts practice, still in her skintight flight suit, and she had yet to completely shed herself of it. Her lithe figure was drenched in sweat, and it seemed the rubber suit was sticking to her, making it all the more difficult for her to tug herself out. The back had been unzipped, but her arms were still stuck in their sleeves, leaving the upper half of the suit hanging loose. Maybe she could have gotten out faster if she weren’t trying to shimmy her ass out before freeing her arms, but alas she was too wound up to think that hard, and there were only bimbos to help her.

“Stupid…suit…” she grumbled under her breath while twisting about, her wings fidgeting erratically.

“Aw, but your booty looks so fine when you’re wearing it!” Pinkie remarked cheerily.

Rainbow snorted back. “Yeah, you bet it does, and you’re going to be getting a faceful of it if I ever get this…stupid…thing…off!” She tugged and pulled, but the rubbery material only stretched.

“Oh Dashie,” Pinkie giggled with a devious smirk, “don’t go threatening me with a good time.”

“Goodness, what a dilemma,” Rarity mused, shaking her head, though she was only half paying attention to said dilemma. How could she not be, when there were two sumptuous ponies before her? Sure, Pinkie Pie was the more obviously appealing one at the moment, but Rainbow Dash’s toned athletic frame was equally valid in her eyes. “Perhaps it would be better if we were to enchant your flight suit so that…OOH, iiideeeaaaa!” Her eyes lit up with a bolt of inspiration, the kind of deeply instinctual thought process for her that could not be so easily suppressed. “Could you just imagine? Wearing a Wonderbolts uniform stretched over your bodacious bimbo body? Oh, darling, how marvelous that would be.”

Rainbow Dash stared back at her, momentarily distracted from her task at hand, a blush manifesting upon her cheeks, and there was a momentary quiver in her hips. “Oh…d-damn, that does sound pretty hot.” She bit her lip as she looked down at herself. “…Would that…be bad for the suit though? They’re supposed to be aerodynamic so—”

“Dashiiiiiiie, come oooooon!” Pinkie whined, bouncing and jiggling all the more, much to the dismay of her seat, “You already barely think as it is, you can’t just start doing that now when we’re trying to do the opposite of that!”

“Gee, thanks Pinks,” Rainbow muttered flatly, her ears drooping down.

“It is hardly untrue, Rainbow,” Rarity said, and she came forward to gently put a hand upon the pegasus’s shoulder, “you are here to unwind, not to get yourself worked up. Just relax, and let your troubles wash away.”

She looked back glumly and sighed in exasperation. “Yeah, I know all that. That doesn’t always mean it’s easy to do.”

“I know an easy way to do it!” Pinkie interrupted.

“What’re you—no, wait, Pink—!”

But Pinkie Pie had already bounded forward, launching herself from her chair and at Rainbow Dash, who scarcely managed to stay standing as she was enveloped in bosom-flesh and seized in a surprisingly powerful hug. With speed that would have impressed the pegasus herself, Pinkie lunged forward like a striking cobra, except instead of going for a bite it was so she could press their muzzles together. It wasn’t a very mutual kiss, as Rainbow’s far smaller lips were utterly smothered, but after a few seconds her panic subsided and she leaned into the embrace, her eyelids trembling. When Pinkie finally disengaged, it was with a loud, wet pop as the seal of her lips was broken, and she gleefully looked upon her handiwork. Rainbow looked dazed at first, reeling, her fur matted around her mouth, though the cyan lipstick nearly blended in with her coat.

What was more noticeable was the glittery, shimmering sheen upon her lips, almost glowing in the dim light of the dressing room.

There was a low groan in Rainbow Dash’s throat, and as she abruptly started to swell that sound morphed into a high-pitched gasp. This was accompanied by an ominous rubbery creaking, like that of a balloon inflating, which would have been appropriate for her expanding breasts and buttocks, but it was likely from her suit. The conforming uniform clung desperately to her, but even though it was stretchy it still wasn’t that stretchy, lacking the attunement to the bimbofying enchantment that their chosen garments for the evening had. Her burgeoning chest pushed at it from inside, and eventually the force was great enough that it popped free of her arms. The lower half was not so lucky, finally forced to free her as it split apart, unable to contain her rump and thighs, blue-furred flesh spilling out from the gaps. She continued to make a dull whining note, hungry and needy, and as she curled her lips into an O-shape they thickened dramatically, manifesting a vivid magenta color along with the rest of her makeup.

For a moment after the transformation subsided, she remained completely still, transfixed. Then she started to wobble, her legs going limp. Fortunately for her, she had two ponies to come for the save, which mostly meant pinning her in place on both sides. “Careful now, darling,” Rarity chortled, her breasts up against Rainbow’s back, wing-feathers tickling at her exposed skin, while the pegasus’s rear pressed at her thighs. Transferring the bimbo enchantment via a kiss tended to make a pony disoriented, the result of it taking effect so abruptly, as opposed to the gradual buildup of applying the lipstick. This made it less preferable, though when one was already a bimbo they tended not to take that into consideration.

“Oogh…Rarity…” Rainbow mumbled blearily as she glanced back, and when she looked forward again she made a contented hum, “mmm, Pinkie…” She ground at both of them, wriggling about, and they were all too happy to reciprocate the gesture. Her ruined suit was completely forgotten.

“Now that you’re not dragging your hoofsies anymore,” Pinkie said, hungry and eager, her tail wagging and her hips shaking, “we can move along with what we’re supposed to be doing!”

“What’re we doing?” the pegasus murmured lackadaisically, her head lolling limply.

The others giggled as if there was nothing to be concerned about.

“I’ll handle the rest here, Rarity,” Pinkie added, wrapping her hands around Rainbow’s waist and pulling her closer. “Unless…you want to join us?”

“Hmm, tempting,” Rarity replied, licking her lips, “but I still have to check on Fluttershy and Applejack, so I’d better get going. I can trust you of all ponies to keep the festivities moving along smoothly, Pinkie.”

“Oh yeah, of course, totally! I’ll have her ready to go in no time!” Pinkie Pie made no attempt to hide the motions of her hands rubbing along Rainbow’s back, grabbing at her ass and caressing her wings. Rainbow moaned languidly in response.

Rarity blew a kiss to them (thankfully not enough to trigger further transformation) before turning about and leaving the room behind her.

That left only one other room to check on, one more pair of ponies. Odd, though, that neither of them was already out in the hallway, ready to go; surely, after checking on Rainbow and Pinkie, enough time must have passed for them to be done with their preparations. There was no sign of Twilight either for that matter, though Rarity was too focused upon the goal immediately in front of her to ponder that issue.

So she walked to the next door down and knocked, and this time instead of a panicked commotion she heard approaching hoofsteps leading up to the door swinging open.

“Howdy, Rares,” Applejack greeted her with her crimson lips set in a cool smile, her frame filling much of the doorway.

“Well howdy, Applejack,” Rarity replied with a mock country twang of her own.

“Don’t go getting’ fresh with me, lil miss,” Applejack said with a hearty guffaw while casually reaching out and squeezing a handful of the unicorn’s breast. Rarity withheld a moan, her eyes nearly rolling back in their sockets, even as she returned the gesture and groped Applejack back. Her grip was nowhere near as strong as the apple farmer’s, but it was still sufficient to get both of them crooning in an orgasmic chorus. When they settled for simply standing together, pressing into each other, Applejack pushed not merely into Rarity but upon her, her height giving her the advantage, orange breasts in their humble tube top stacked upon white, her cleavage rising up so that it framed her face.

“You look delightful as always, Applejack,” Rarity then said innocuously, “I trust that you’re ready for another splendid night on the town?”

“Darn tootin’ I am, Rares,” she replied with a tip of her hat—some things never changed, ultimately—before she glanced back over her shoulder. “I’m just waitin’ on Fluttershy to finish up, she’s applyin’ a second coat.”

Rarity blinked.

“Second coat?”

A confusing cocktail of emotions quarreled within her. On the one hand, there was the obvious sexual excitement that immediately rose to the surface, always happy to see a pony indulging in enormity. Yet there was also something else, a phantom sensation hanging over her that she could not fully comprehend at the moment, because she was not supposed to be burdened by worry.

She peered around Applejack, looking past her. Her eyes widened, and then she pushed her way into the room (with no small amount of difficulty as the two hyper-curvaceous mares vied for space).

Fluttershy was thoroughly engrossed in her reflection. She wasn’t sitting down, rather standing up and leaning forward. This pose resulted in her ass shoved out behind her and her breasts hanging heavily downward from her chest like overfull udders. And Rarity could see with every passing second that those swollen masses were expanding yet further, buttocks rising up behind her like twin hills, breasts seeking closer and closer to the floor. There were occasional stifled coos from within her as her arm continued the circuitous motion of tracing a path around her lips, even as those fat mounds became comically oversized, too large for a conventional tube of lipstick to be sufficient for painting them.

The only verbal response Rarity could think of was “Oh.”

The greater response was from her loins, quivering in anticipation, scantly concealed by the gauzy veil of her dress skirt.

“Flutter’s been fallin’ on some hard times lately,” Applejack mused, her voice echoing from someone that was either close by or far away. “Thought she could use a little extra kick to keep her in the right frame o’ mind tonight.”

“Oh, yes, absolutely.” Rarity nodded as if she understood. Her brain was scrambling to comprehend through the haze. Her memory was failing to come up with any explanation for what these hard times were—she wasn’t sure that she even knew what “hard times” meant in this context—but she at least recognized on some level that this action was needed.

When at last Fluttershy ceased her repetitions with the lipstick, there was a thin gossamer strand that strung between the tube and her lips for just a moment. Neither Rarity nor Applejack thought much of that though as the mare steadily rose to her full height and turned to face them. At a frontward angle, all view of the pegasus’s muzzle had been completely eclipsed by soft turquoise mounds, lips that would plaster kisses across the whole side of a pony’s face. Similarly, a significant portion of her torso had been obscured by the bulk of her bosom, huge globes like pale yellow weather balloons grafted to her chest; her arms could hide behind them completely, and all but the lowest reaches of her abdomen were hidden, handy for framing the pubic region. Her rear formed a shelf to the sides and behind her where it jutted out, built-in beanbag cushions for her to sit upon, butterfly cutie marks stretched across her flanks—so much of her skin was left on display by the green dress she wore, in part owing to her desire to push through her shy and reserved inclinations, and now there was far, far more skin to show.

“Oogh…Applejack…Rarity…” she groaned, a muffling lisp added to her voice as her heavy lips ground together. There was a dazed quality to her eyes as she staggered forward, moving in an uneven gait, but unlike Rainbow Dash this was more of a dreaminess, lost in thought, or lack thereof.

“Careful now, sugarcube,” Applejack said with a deep chuckle as she stepped closer. She came up to one of the pegasus’s massive breasts and sidled beside it, reaching around her own bosom to hold it. Maybe it was for support, but it was just as likely that she was doing it to cop a feel. Fluttershy certainly didn’t mind either way, sighing contentedly at the stimulation.

“You look absolutely breathtaking, darling,” Rarity remarked, and she approached from a wider angle, circling around the behemoth bosom so she could squeeze into that narrow space where the slender torso was.

“Ohhh, Rarity…” Fluttershy whispered, welcoming her in a sidelong embrace, pliant masses mashing into each other, their hearts thumping loudly together. They nestled together and Rarity delighted in the mare’s fragrance, both natural and artificial. “Thank you so much, Rarity,” she murmured, “I’m so happy when I get to be like this.”

It might have brought a tear to Rarity’s eyes to hear one of her friends say this to her, but for the time being all she could do was laugh and smile. “You’re quite welcome, Fluttershy,” she replied, and she rubbed her palm upon the pegasus’s hip in a manner that was possibly intended to be endearing more than anything else. “I’m sure they’re just going to eat you up when we get to the clubs.”

There was a rumble of a purr in Fluttershy’s throat and she licked her lips. “I can’t wait.”

“You’ll knock ‘em dead, hon,” Applejack chimed in, adding her own lusting hunger to the conversation. This statement could easily prove to be more literal than intended, given on more than one occasion there had been grievous bodily harm done with a breast or buttock swinging into somepony.

But then there was a rare moment when a thought was allowed to occur to Rarity as she remembered something, one last thing on her checklist. “Oh, but I suppose I’d better check in on Twilight now, she still had some preparations to do.”

Applejack laughed. “Figures with Twi, it’s always somethin’. I swear that mare would forget her tits if they weren’t screwed onto her.”

“Well just make sure you two don’t leave anything essential behind before we go,” the unicorn replied with a wink back over her shoulder as she strutted out of the dressing room. Under more typical circumstances, Rarity would likely be at wit’s end by now from having to coordinate so many ponies dragging their hooves, but for now she was able to take these unforeseen developments in stride.

She also wouldn’t realize the fortuitousness of her decision to go out first, as it meant she wouldn’t be caught in the pileup that was about to take place when Fluttershy tried to shove her way through a doorway that was now far too small for her. At least she had a strong mare to assist in pushing her.

Rarity idly wondered what they were going to do once they left. The Canterlot night life offered plenty of options for them to indulge and cavort. Would they go to one of their usual haunts or find somewhere else to spend their time? How many encounters would each of them have the chance to experience? Where would they end up by the end of it all? It was always such a mystery, waiting to be unraveled every step of the way.

And in the meantime, without particularly thinking about it, she reached into her purse, took out the tube of enchanted gloss, and started applying it to her lips once again. She maintained a mostly steady pace and posture while she expanded, burgeoning rapidly yet further outward. The wobbling motions of her assets grew increasingly pronounced with every step that she took. It didn’t concern her in the slightest when the curve of her upper lip started to rise past the end of her nose. She exhaled softly in blissful unawareness.

The saturated gloss dribbled before she screwed the cap back on and deposited the tube once again. She might have been about as large as Fluttershy, a little more or a little less. It was hard to be sure from this skewed perspective, when she could only perceive a gaping canyon of cleavage in front of her and the sprawling slopes of hips and thighs out to the sides, ill-contained within the folds of her clothes. For as much as Rarity was a diva, oh so fond of making ponies know that she was beautiful, she did not necessarily lord herself over others, proclaiming that they were beneath her. That said, she was not so fond of being shown up by somepony else, so she would prefer to operate on an even playing field whenever possible. Perhaps she ought to suggest that all of them ought to put on a second coat before they leave—that would really liven up the events to come.

But before any of that, she had to check on Twilight.

She came to the door of the first dressing room she had been in, and there was no way she could get close enough now to reach it without bumping straight into the door and accompanying wall, especially not without the sense to attempt circumnavigation. “Twilight!” she called, heedless of how her own speech was slightly distorted as well. “Are you all done?”

There was no verbal response. She couldn’t immediately discern any loud noises of commotion being made either. It was eerily quiet.

Rarity might not have been capable of worry, but she could at least grow impatient, so she compressed her bosom further in order to knock on the door. “Twiiiiliiiiiiight?”

Still there was nothing.

She leaned closer still so she could put her ear up against the panel.

There were faint vocalizations audible. Gurgling. Choked grunts. Dull moans. Very undignified noises, to say the least.

“Twilight, what are you up to?” Rarity asked, and she smirked knowingly, “Did you sneak a stallion in there while I was gone? Getting a head start on the nightly grind?” She then opened the door and entered (or started the laborious process of doing so, anyway). “I hope you’re going to…share…”

There was nopony else with Twilight Sparkle in the room.

There wasn’t much room for anypony else, for that matter.

Rarity came to find Twilight in a position much like Fluttershy had been when she saw her, standing and leaning forward in front of the mirror. And she was still applying lipstick. This had evidently been much more than just a second coat, though. Her breasts did more than hang from her chest, they stretched all the way to the floor and spread across it, a pair of balloons acting as a mattress. Her buttocks sprawled out behind her, just as immense, so huge that even her stretchy dress was failing to catch up in containing them, the skirt hiking up along her thighs. Even though her current position would have suggested she was looking at her reflection, that was largely made impossible by her swollen lips having expanded far beyond the extent of her muzzle, jutting outward and forming a blind that rose up in front. With the glazed over expression on her face, though, it seemed like she might not have even been seeing anything at all.

“Twilight!” Rarity cried.

The alicorn made no immediate response, but slowly, surely, the circuitous motions of her hand holding the lipstick stopped. Her lips seemed to sweat, trickles of glossy goo running over the bloated slopes, and when she turned they made it impossible to see her face at all. “Rarity,” she mumbled, except the sound that came out was wet and sputtering to the point of near-incoherence: “Mphrarmshphiphshtyph.”

Under any sensible circumstances, Rarity would have been intensely worried about this turn of events. For Twilight to apply this many layers of bimbofication to herself would suggest that she was facing some profound stress in her life. Maybe, even, Rarity would come to the realization that there was something deeply flawed about her decision to come up with this enchantment in the first place. Ignoring their problems wasn’t going to solve them, it was only putting them off for later.

But instead, the only thing Rarity could think to say was, “Twilight! How could you bimbo yourself up so much like this without me?! We should be doing this together!”

Before she could take out her own lipstick again, there came a gurgling bellow as Twilight Sparkle lurched into motion. She heaved herself upward, but even upright her breasts were still dragging on the floor, and she only had to start turning to bring them swinging into Rarity, pinning her against the wall. The unicorn felt an exhilarating thrill surge through her, the adrenaline rush of a rollercoaster, and she mistook her internal panic for excitement. As the purple lips came closer to her and she was buried more and more in breast-meat, all she could think about was the tactile pressure of flesh, the weight piling down on her, the unquenchable fire burning within.

Rarity puckered her lips for a kiss, futile as it may have been when Twilight fell upon her, utterly smothering her face. Then everything was dark and moist and slimy and loud as the suction yanked upon her. She squirmed, writhed, unable to escape her confines—not that she wanted to. She had difficulty telling the difference between her own breasts and the other mare’s. Everything was just bulk. Nothing else mattered.

The pop in her ears when Twilight released her was nearly deafening. Rarity gasped for breath, and she might have collapsed if she weren’t already firmly locked in place. Her legs were like jelly, her whole body limp. She might have thought she was at the door of unconsciousness, but what was really happening was the coming onset of a whole storm of noise ready to overtake her mind and drown out everything else. Her face was plastered with lipstick, fur and mane matted and stained a rich purple color, but along her own lips she could already feel the tingle starting to seep through her. Her head lolled limply, struggling to stay straight, her vision going bleary, yet she smiled weakly, and she looked back at the mass that Twilight Sparkle had become, the last thing she would see properly for a while.

“Darling,” she whispered, “I…looo—”

The rest of it got swallowed up as her lips got too fat to move properly, gluing themselves together, and the total blackout of her mind reduced all speech to the lowing croons of a cow.

Rarity’s breasts expanded explosively, pushing back on the pony who had her pinned, but Twilight Stood her ground with only a moan of her own in response. This meant that the force was instead pushed backward, building around her chest, just as the girth of her ass did, piling against the surface of the wall behind her. The architecture could only withstand so much of this, and after a few seconds there was a crash of plaster, scattering dust and debris everywhere as the wall collapsed. Rarity stumbled backward from the inertia continuing to carry her, but when her hooves gave out on her she barely even fell, her rump serving adequately as a cushion, while her breasts in front of her would have been more than adequate pillows for her to lean upon. There was rubble on her, scattered in her mane and nestled within her cleavage, yet all she could think to do was laugh, giggling and jiggling.

“Hey, Rarity!”

“What’s goin’ on?”

There were voices somewhere. Hoofsteps approaching. Rarity could barely discern what they meant. It was all just noise, distant and incomprehensible.

She could dimly recognize the shapes of figures to her side, down the hall, but she didn’t think for a moment about how turning in that direction would cause her blue lips to swing in that direction and completely prevent her from seeing them.

There was another groan and Twilight came lumbering out into the hall with her. Even here, there was hardly enough space for the two of them to stand together. The contact of their flesh upon each other sent lances of electricity through Rarity, and she groped at herself as she made a muffled shriek, at both pairs of yearning lips. The swollen mounds on her face were dripping with excess gloss, and the labia between her legs drooled like a leaking faucet.

“Whoa, they’re really bimbo’d up!”

“Oh, gosh, they’re so big…!”

“Haha, they’re just like big balloons!”

“Well they can’t just go hoggin’ that all to themselves!”

The other mares were all too eager to meet with the wall of tits and ass and lips that was shuffling down the hall toward them, to become one with it themselves.

So, perhaps they weren’t going to get to do much partying in the way they planned. It wasn’t entirely uncommon to have a turnout like this, though—for one of them to let their hunger get the better of themselves and let it bleed over to the rest of the group. That was fine, because they still had each other, and they could never have too much of that. As long as they had each other, and their huge breasts and butts to smooch and grab and hug and squeeze, nothing else could be more important.

Author's Note

The prompt for this story was the Mane Six going through some casual bimbofication, fairly simple stuff going through my usual song and dance. I was somewhat wary about trying to fit so many characters into what is supposed to be a quick scene, but I thought I had a reasonable idea for how to spin things, and it turned out fairly well.

It felt weird having to be so selective about when to let the characters kiss.

How many other characters get in on this?

This story was a prompt suggested by my supporters on Patreon. Consider pledging your support if you enjoy my work and would be interested in participating in these selections in the future.

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