Taking a moment to take in everything that happened, the girls lifted the lamentably named "Big Boobs" off Fluttershy and set her down on a bench.

"So... what is she?" Rainbow Dash asked.

"I think she's Fluttershy's, um, bimbo form," Twilight said. "Then when Sunset interrupted while we were trying to cure her, our magics collided and unable to figure out what to do by pulling Fluttershy in two directions, the magic just ... split them into people."

"That's one way to do it, I guess," Applejack said, rubbing her head. "So... what do we... do with her?"

"I say we take her to the Principals! This will prove to them that Sunset is a bad egg!" Dash said.

"I don't think it'll be that easy, Rainbow Dash," Twilight said. "There's no way to prove Sunset's responsible, and I don't think... um..."

"We are not calling her 'Big Boobs,'" Dash growled.

Twilight bit her lip.

"B.B will be willing to testify against Sunset, or even much help if she does. She's a bit ... questionable." Twilight glanced at B.B.

"Actually..." B.B said dreamily, looking up at the ceiling. "I've been thinking, and I think 'Buxom Beauty' would be a much nicer, more fitting name for me..."

"Eh, better," Applejack said. "Still not very nice. 'Buxom Beauty'? You're more than just your body, girl."

"Well, obviously, we just need to clean her up a little - a nice dress, a change of clothes, and... and..." Rarity said, trailing off.

"Would you stop that?" Rainbow Dash snapped, all of them distracting by the sight of B.B. taking off her sports bra and sucking on her own boob.

"Sorry." Beauty said, popping her mouth off. "It's just so tasty... do you want to try?"

"I... think I'll pass." Rainbow Dash said, turning away.

"Well, we still can't just let her roam freely," Rarity said. "Who knows what kind of trouble she could get herself into?"

"Agreed. And we still can't let the other students know Equestrian magic has been making its way over to here ..." Twilight rubbed her chin. "What to do ..."

"Uh, girls?" Pinkie Pie asked.

"Not now, Pinkie, the grown-ups are talking," Rarity said. "We need to come up with some sort of cover story to explain B.B.'s ... existence."

"Yeah... could we tell everyone she's Fluttershy's bustier, sexier cousin visiting from out of town?" Rarity asked.

"Girls!"

"Gee, I don't know..." Fluttershy said. "I'm not sure I could stand being associated with, um, myself. Especially when I think about the fact that for awhile, I was her."

"Girls!"

"What?" Everyone bar Fluttershy snapped.

"Hey, where did 'B'? go?" Rainbow Dash asked.

"That's what I was trying to tell you!" Pinkie Pie said. "She got up and left while you were all still talking!"

The girls' eyes widened.

"We need to find her, and fast." Twilight said. "Before she starts up any trouble. Who knows what of havoc she could wreak if she stays on the loose?"

The newly dubbed Buxom Beauty walked around to the side of the school, finding a safe place to hide ... and wait.

"So..."

"I was wondering when you'd show up." Beauty greeted them as Sunset Shimmer and Discord walked up to her. She spread her arms out. "I knew if I found somewhere, you'd come looking for me. How about a hug, cutie?"

"And let you smother me with that huge rack of yours? How stupid do you think I am?" Sunset asked.

"Fine." Buxom Beauty groaned. "But you don't know what you're missing. It could be fuuun ..."

"Yeah, sure." Sunset walked up to B.B and began inspecting her, walking around and examining her from different angles. "So ... you're ... Big Boobs. But... your own, separate person? With your own thoughts and feelings?"

"Yes."

"With no connection to Fluttershy at all?"

Beauty shrugged. "Aside from looking like her and being, I suppose, 'born,' from her, yes."

"Okay." Sunset crossed her arms. "You said you wanted to see me. What did you want to see me about?"

Buxom Beauty gave her a stern and serious look, crossing her arms.

"I want bigger boobs."

Sunset mouthed Beauty's answer on her lips, trying to figure out if she heard it right. She blinked.

"You want... bigger boobs. You already have boobs big enough to swallow my head, and you want them... bigger."

"Yes." Beauty answered. She closed her eyes, lifting her boobs and rubbing her cheek against them. "They're so soft and sensitive ... I want them to be even more so. I want to have the biggest, best pair of breasts in the entire school."

"You already do," Sunset said and smiled. "But then again, I suppose if anyone can relate to wanting to defend your title, it would be me."

"And you can help me with that, Sunset. Besides... you were the one who told me about how nice they were in the first place, weren't you?"

"I suppose that's true," Sunset said. "Even more so... You know, for someone who's supposed to be a sex-obsessed bimbo, you have a fairly eloquent tongue, and you make some good, logical points."

Beauty giggled. "I guess you forgot to include 'stupid' in your little ritual when you were making me."

"I guess I did." Sunset adjusted her brow, finding B.B to be rather engaging in conversation despite her origins, purpose, and distracting manner of dressing. "But how in the world am I supposed to give you bigger boobs? And what's in it for me?"

"If I may..." Discord said. "I think I know a way, and I could it quite easily. But like the lady said, what's in it for us?"

"You want to be Queen of the Fall Formal, right? You give me the bigger boobs I want." Beauty pointed a finger at them, then pointed at herself. "And I'll help you do that. I'll do whatever you need me to do. Anything you ask, anything at all. Whatever it takes, anything and everything."

Sunset scratched her chin. She smiled. "Well, I have to say, I like your terms. Done." Sunset shook hands with Beauty

"If I may ..." Discord said, walking up to her. He put a finger to Beauty's boobs, which both began growing. Beauty moaned, cupping them as they increased to an even larger size, large enough to qualify as a deadly weapon, probably, and began filling up. "That'll fulfill the terms of our bargain, and help you and Sunset in your, heh heh, continuing endeavors."

"Excellent." Sunset clapped and rubbed her hands together. "Let's get to work. And I've already come up with an idea which will make the next step in my plan so easy ... all we have to do is execute it."

"What is the plan?" Beauty asked, turning her head to one side. "After all, If I'm not distracting Twilight's friends like I was supposed to, you're going to need a new one."

"The new plan ... is we're going to turn Twilight and all of her little friends into bimbos. That way, they won't be able to compete in the Fall Formal. since they won't represent the best spirit of the school, and they'll be too preoccupied with ... other activities to even try to compete! Aaah ha ha ha ha!"

"B.B!" Dash called.

"Buxom Beauty!" Twilight tried to see if she'd respond to the name she had given herself.

"Come out, Evil Sexy Clone of Fluttershy!" Pinkie went with more of a descriptor than a name.

The girls shouted out, roaming around the schoolyard, trying to find B.B. The other students dismissed, thinking they were looking for a dog, though they did wonder what kind of name was 'B.B' for a dog.

"Where she could be?" Twilight asked.

Rarity's phone dinged in her pocket. She reached in and pulled it out. "Perhaps closer than we think. Look." Rarity showed her phone to them. "It's a text from Beauty. She wants to meet me at the salon in the strip mall."

"The salon?" Fluttershy asked. "That was where Sunset took me to... turn me into B.B. She might have gone there because it seemed familar to her."

"We'll go with you," Twilight said.

Rarity shook her head. "No, no. She specifically asked that I come alone."

"Really? That seems suspicious to me," Dash said.

"Perhaps, darling, but I must keep an open mind. The poor dear is probably scared and alone, quivering, wondering and pondering about so many questions!" Rarity said. "Besides, it would be rude of me to show up with an uninvited guest. I will greet her myself."

Rainbow Dash crossed her arms. "I don't like it."

"I'm... I'm sure it'll be fine." Rarity said, shrugging and chuckling nervously.

And so Rarity went to the salon, by herself, her hand on her phone with her fingers ready to speed-dial her friends if she saw trouble and thought something fishy was going on. She considered pushing the button and dialing when she saw the building seemed deserted, but a glance at the windows had a sign saying 'out to lunch' so she dismissed the idea.

She went inside, where Buxom Beauty was waiting for right in front of the door.

"Buxom Beauty?" Rarity said. "You wanted to talk, darling?"

Beauty smiled and threw her hands in the air. "That's one way to put it."

"Hmm. What do you mean?"

Sunset Shimmer, hiding underneath he windows, launched out of her hiding place and wrapped her arms around Rarity's neck.

"What?" Rarity grasped at Sunset's sleeve. "B.B, what's the meaning of this!?"

"Grab her phone, quick." Sunset said.

"Sorry, Rarity," Beauty said, tearing the phone of Rarity's hand. She hit the power button and tossed the phone onto a table. "But there a few things I want, and helping Sunset is my best way to get them."

"You... traitor! Liar!"

"Yeah, yeah, yeah." Beauty dismissed Rarity's correct accusation, pulling down her brassiere. She shoved her large nipple into Rarity's mouth, shooting a stream of breast milk inside. She continued to pump from her nip, forcing Rarity to drink, until Rarity's eyes became half-lidded and she quit struggling with Sunset Shimmer.

"Over here, this way," Sunset said. She and Beauty grabbed Rarity by the arms and carried her over to a chair, where they made her sit down.

"Doesn't my milk taste good?" Beauty asked, plucking a strand of hair from Rarity's head.

"Yes..." Rarity answered deliriously. "It tastes delicious ..."

"Then here. I hope you don't mind having some more, then!"

Beauty reinserted her boob into Rarity's mouth and resumed squirting, feeding the white stuff until Rarity's own breasts started growing in size, expanding, pulling tight against her blue shirt, the tips of her nips becoming visible as her boobs went from reasonable nubs to huge orbs hanging from her chest.

"Mmm..." Rarity moaned when Beauty pulled herself away.

Beauty checked herself, noting how her boobs had become much smaller after being ejected of milk, back to their normal size ... maybe a bit smaller. But it was clever of Discord to do it this way; it would spare her back the pain of having to lug around such large jugs all the time.

"Doesn't that feel so much better, Rarity?" Sunset asked. "To just let go and suck Beauty's boob?"

"Yes..." Rarity nodded.

"Yes." Sunset stroked Rarity's hair. "You love to suck, don't you, Rarity? Let go. You'd like to be a dumb, stupid bimbo, wouldn't you?" Sunset pulled out a magazine and tossed it into Rarity's lap Rarity picked it up and began flipping through it. "Just like all those bimbos in those magazines you admire. You'd love to just let go of your thoughts and be like them. Look like them, feel like them, think like them. Let go. Let go. You want to be a busty, beautiful bimbo like the ladies in these magazines. You're jealous of them, aren't you?"

"Yes ... jealous." Rarity said, her eyes half-lidded. "Want to think like them, feel like them ... love to suck. Let go."

"Let go of all your stupid little thoughts ... you won't be needing them anymore, isn't that right ... hmm ... what to call you ..." Sunset glanced at Beauty's leaking nip. "I got it. Boobsucker. You love to suck boobs, don't you, Boobsucker?"

"Yes..."

"Boobsucker?" Beauty asked, raising a brow. "That's even worse than my original name."

"Hey, cut me some slack. I'm still new to this," Sunset said. "Anyway, you love to suck boobs, Boobsucker. You love to suck, and you love to be a stupid, giggly bimbo."

"I do! Teehee!" Rarity said, getting into a giggling fit.

"That's right." Sunset said. "And you also love to suck certain other things. And you love to swallow loads of male seed. And each time you swallow, your boobs will get bigger, and your mind will smaller and ditzier." Sunset smacked her finger against Rarity's forehead. "Doesn't that sound good?"

"Yeess... " Boobsucker agreed, breathless as she closed her eyes.

"Oh, and one more thing," Sunset said, raising a finger. "Eventually, you'll turn back into being Rarity. Your boobs will shrink, and your mind will go back to normal. But when someone calls you "Boobsucker," you'll become Boobsucker again and not turn back until you've been sexually satisfied. Clear?"

"Clear!" Boobsucker said, grabbing Sunset by the shirt and pulling her in, rubbing the sides of Sunset's cheek up against her boobs and giggling.

B.B giggled and joined in, climbing into the seat with Boobsucker and Sunset and rubbing her boobs against Sunset's other cheek.

"Ooh." Sunset cooed. "I could get used to this."

"Hey!" Discord walked up to them. "What about me? Don't I get a turn?"

"Oh, quit your whining." Sunset said, disentangling herself and pulling herself out from between her pillows, to both girls' disappointment. "You'll get your turn... eventually."

"Say, that brings up a question I have," Beauty said. "I know why I'm helping you, but how did you get Discord to agree to help you?"

"You can just wonder about that. Don't worry," Sunset said. "It's between me and him, and I'll deal with it. Put if out of your pretty little head."

"Hmm." Beauty turned to glance at Discord with a suspicious eye.

"Besides, you need to take Rarity, eh-heh, I mean, Boobsucker back to the school and... teach her a few lessons. Show her the ropes." Sunset said, flashing a cheeky grin.

Beauty saluted. "Got it. With pleasure."

Rarity's phone went off. Sunset held the phone up and saw it was Rainbow Dash's. A text soon followed, asking: "All good there? Haven't heard you from in awhile. Do we need to come over?"

Sunset chuckled. This was almost too easy. She punched in a reply.

"No worries," Sunset typed, "all... good... here, and send. Heh."

Taking Rarity back to the school, Beauty went up to the boys' locker room.

"Okay, Rarity," Beauty said. "Come on out now. Let's see how you look."

"I look atrocious." Rarity said, walking out from the corner of the hall. She was wearing a pink latex corset clearly a few sizes too small her for, with a similar short skirt, and pink, plastic platform boots to match. "I don't even know how you talked me into this ridiculous ensemble in the first place."

"It's a mystery." Beauty said, averting her eyes in a mischievous manner.

Rarity sighed. "I suppose it can't be helped now. What is it we're supposed to be doing here, again?" Rarity glanced at the door. "At ... the boys' locker room?"

"Oh, nothing much," Beauty said. "We just need to run a test run. Are you ready for your big debut ..."

Beauty cupped Rarity's chin.

"Boobsucker?"

Rarity's eyes widened before shrinking into pinpricks. A thin, dopey smile crossed her face. She stumbled around as her breasts increased in size, rising up like yeast until the corset was pulled taught and made much more fitting to her curvy figure. Her hair became larger and poofier, and what little fat was around her stomach was displaced to her thighs, bulking them up. Beauty thought she also gained an inch or two of height, but that might have just been the platform boots.

"Ready to go in?" Beauty asked, placing a hand on the door.

"Ready!" Boobsucker answered, her voice a higher pitch. She saluted and giggled.

Beauty opened the door.

Inside, Fleetfoot and Flash Sentry were busy getting their stuff done. Flash Sentry was placing his guitar in the locker, and Fleetfoot was tying his shoes.

"Huh?" They turned to the girls.

"Oh, hey, girls. You know this is the boys' locker room, right? What can we... do... for... you..." Flash's sentence trailed off as he and Fleetfoot noticed the scandalous outfits of who appeared to be Rarity and Fluttershy were wearing.

Rarity giggled and walked into the room, her boobs bouncing up and down with each step, their jiggling barely contained by the corset.

Fleetfoot stood up, eager, while Flash just stared in shock.

Letting out a deceptive, disarming giggle, Beauty grabbed Fleetfoot and pulled him in, shoving her nipple into his mouth and shooting a massive squirt of milk into him. His eyes widened, and both Flash's eyes and Boobsucker's eyes were drawn to his groin, noticing the bulge being put there by Beauty's milk. The bulge... grew... and grew, as if - as if the milk was enhancing Fleetfoot's shaft and making his erection larger than it was naturally.

"Uh," Flash stammered. He maintained a pleasant smile, despite being freaked out. "I think that's my cue for me to go." Flash inched his way out of the room and darted out into the hall.

"Hmph." Beauty said, glancing over her shoulder at him as he left. She pushed Fleetfoot away. "He's all yours. Have at him, Boobsucker ... I have a man to go chase down." Beauty left the room.

"Oooh!" Bursting with excitement, Boobsucker skipped over to Fleetfoot. She got down on her knees and pulled his shorts down, revealing his enhanced, massive member. She grinned. Fleetfoot, dazed from the milk and knowing exactly what she wanted, moved forward, shoving his tool into her mouth. She moaned and began to suck ravenously, bringing her hands around his thighs to keep herself steady. The two of them moaned, rocking back and forth as she sucked him for all he was worth, pressing him up against the side of the bench.

"Mmm..."

Flash Sentry walked down the hallway, checking over his shoulder every now and then.

Beauty stuck her head out the door of the locker room, watching him leave. She got out and followed him. Keeping her distance at first. she walked up to a plant and hid herself behind it. She moved out and placed herself against the wall, hiding behind a set of lockers. She wrapped her arms around her boobs, trying to suppress them so they wouldn't give her away.

Flash looked over his shoulder. He saw Beauty's arms wrapped tightly around her boobs and grimaced. he broke into a sprint.

Beauty grunted and growled. For once, she cursed having such large boobs. She couldn't let him get away. If he did, he might alert the other girls about what happened, they would figure out what Beauty did to Rarity and had doublecrossed her, and then it would be almost possible for her and Sunset to bimbofy the rest of them. Beauty ran after him, though she find it a bit difficult and painful to run with her huge jugs swinging in and out with every step.

Flash rounded a corner and hid himself between two lockers. He panted, breathing heavily. He let out a deep sigh, thinking he had gotten away. His eyes widened when he saw Beauty standing in front of her with a proud smirk on her face.

"Word of advice." Beauty raised up a finger. "If you're going to try to run and hide from somewhere, maybe don't try the 'hiding' part until after you've gone around more than one single corner. It's very easy to track you down that way."

Flash grimaced.

"Now, open up." Beauty commanded him. "Don't you want some delicious milk?"

"No!"

"Oh, really? That's a shame. Well, too bad, because you're getting it anyway."

Beauty forced her boob into Flash's mouth, grabbing his arms and pinning him against the wall with the weight of her chest. Her breast spat out wave after wave of milk for him, and his cheeks blushed as his body was ... pervaded by this warm sensation inside of him. He felt so warm. And her milk was so good ...

"Mmmm ..." Flash moaned and closed his eyes. He could feel the same happening to him he saw her milk do to Fleetfoot - his equipment was getting firm, and bigger and bigger. It was filling up. He felt so much fluid building up inside him. He wanted to orgasm. He needed to shoot off a load. He might go crazy if he didn't. He was ready to give himself up to a bimbo.

"There." Beauty said, pulling away from him. "Doesn't that feel better? Don't you feel ready to spray your hot seed all over a willing bimbo's pretty mouth?"

"Y-y-yess-s ..." Flash moaned, his cheeks still red, his body shaking and going knock-kneed.

"Good." Beauty grabbed him by the arm and dragged him along. "And I know just the one to do it, too. Come on."

Boobsucker continued to nurse and suck on Fleetfoot's equipment until he released, giving her a large dose of spunk going straight down her throat. She tightened her mouth around him, keeping a firm grip while she waited for him to finish. After guzzling all he had to offer, she popped her mouth off and let him go. Wiped out by his orgasm, Fleetfoot stumbled backwards and tripped over the bench, falling onto the floor and passing out.

"Mmm!" Boobsucker moaned, enjoying an immense gratification as her boobs bounced up and down, jiggling as they grew another cup size. "Mm... oh, I'm still not satisfied..."

"I think I can help with that."

Boobsucker turned to the door where Beauty was entering with Flash Sentry, whose erection was throbbing from within his pants.

"Here you go." Beauty tossed him at her. Flash stumbled, and Boobsucker grabbed him by the thighs to stop him.

"Are you, like, sure you don't want him?" Boobsucker asked.

"I'm good." Beauty waved her hand.

"Okie!" Boobsucker smiled before pulling Flash's pants down for him. She wrapped her mouth around his tool and moved up and down, bobbing him as she sucked. Flash let out a moan and shivered. His tool twitched inside, motivating Boobsucker to suck harder. His equipment twitched and throbbed some more, beating against the inside of her mouth, before shooting its massive load straight down her throat, filling her up with thick spunk.

"Mmmm..." Boobsucker moaned, closing her eyes as she let his seed fall and drip down into her mouth. Flash pulled away from her and pulled his pants, but was unable to zip them up before fainting and collapsing on the floor.

Boobsucker licked her lips, not even paying attention to her growing boobs. "So good... it's so good... there's not enough, never enough."

"I know what you mean." Beauty said, smiling and shaking her head at the ceiling. "There never is." She crossed her arms and rested herself, leaning against the side of the door. She glanced over to Fleetfoot, whose eyes were beginning to open ... and whose tool was becoming firm and erect again, sticking up. Boobsucker noticed and crawled over to him, getting on top of him.

Beauty rested her cheek on her hand. Boobsucker would probably go back and forth them, able to suck an orgasm out of right after the other had finished, and by the time she was done with one, the other would have recovered. Beauty was going to sit back and enjoy the show.

Author's Notes:

Sunset's plan of trying to bimbofy Twilight's friends so they 'don't represent the best of the school' is taken straight from a plot my friend Toon Crazy and his cowriter that was also the basis for my first story in this series.

And of course, the name of 'Buxom Beauty' is taken from a comment suggestion from the original story by Omnishifter. I was originally just going to call her "B.B," so apologies if I missed a spot in the change over to the name.