There was a quiet snore as Rainbow started to wake up. She smelled something musky in front of her.

“Wh-What happen…? And whose pussy is right in front of my face..?” Rainbow asked herself as sat up to find that pussy belong to a sleeping Twilight. She should be yelping in surprise while blushing in embarrassment by now. But for reasons she wasn’t and she didn’t know why let alone remember how she got here in the first place. “Uh...Twilight?” She asked tapping on Twilight’s right leg.

Twilight moaned in her sleep and grabbed Rainbow’s ass. “D-das…”

“Ho-How did I get here?” Rainbow asked as she was taken by surprise by the ass grab. “And why are we both naked and why is my breasts bigger?” She asked confused as hell.

“Dash~...” Twilight mumbled in her sleep.

“Wake up Egghead Princess Celestia is here.” Rainbow said with a cheeky grin. Twilight woke with a jolt, sitting up and… Shoving her nose in Rainbow’s pussy.

“Eep.” Rainbow said before giggling at Twilight response to her joke.

“Wha!” Twilight yelped, pulling back. “D-Dash!”

“Now you are awake. Care to explain how I got here naked and with bigger breasts.” Rainbow said pointing to her huge breasts.

“Uh… Y-you were hit with the… Bimbo gun I think…” Twilight said, blushing. “You came here and… Uh… I wanted to help you so…”

“What? That bat girl got me with that gun?” Rainbow asked surprised. “I don’t know if I should be mad at her or be thankfully.” She said as she rub the back of her head.

“Th-thankful...?” Twilight croaked out, squeezing her legs together in hopes of hiding herself.

“The thankful part is for admitting something that I kept a secret from everypony. But I don’t know what I admitted to.” Rainbow said still confused.

“Y-you said you l-liked me…” Twilight stuttered.

“I course I do we are friends after all. Why do you asked?” Rainbow asked wondering why Twilight was stuttering.

“N-nevermind… Would you please get off of me so I can g-get dressed?” Twilight asked, looking away. Her heart sank for some reason.

“Ok but why are we both naked?” Rainbow asked as she stood up.

Twilight got up and grabbed a pair of underwear and started putting them on. “You were under that guns influence, so I decided to help… We had…” Twilight gulped. “We had sex…”

“Well that explains why your pussy smelled good.” Rainbow remarked as she stepped out the room. “Nice ass by the way.” She added as she left.

Twilight’s face went even hotter. She took the panties off after realizing she didn’t smell good. She went into the bathroom and got a shower ready.

“What is wrong with me…?” Twilight choked up. “She needed help… That’s all… She’s your friend Twilight…” When the shower was ready, Twilight got in. Her thoughts were consumed by Rainbow for the entire shower.

10 minutes after Twilight got out of the shower there was a knock at the door.

She quickly wrapped a towel around herself and went t the door before opening it. “Yes?”

Applejack was blushing. “Uh… Yeah, Rainbow’s flyin’ round town naked…”

“Shit… I’ll get my clothes on and talk to her.” Twilight said, closing the door and rushing to change. Once she was fully dressed, she ran out and teleported to Rainbow’s napping spot.

“Hey Twi. What’s up?” Rainbow asked as she yawned while not realising she is doing a sexy pose which made ponies that was walking by blush.

“Rainbow! What are you doing!?” Twilight fumed.

“Napping on a cloud.” Rainbow said not knowing why Twilight is fluming while doing another sexy pose. “Is there something wrong Hot Twi?” She asked not realise she said hot.

“H-hot...?” Twilight’s face went red.

“Uh..Why is your face red Hot Stuff?” Rainbow asked confused and have notice she called Twilight Hot Stuff.

“You keep calling me hot stuff!” Twilight flared.

“I did?” Rainbow asked confused as she does another sexy pose.

“Y-yes!” Twilight snarled. “Stop that! You’re showing off to everypony!”

“Doing what?” Rainbow asked confused while a really sexy pose that on lookers to have a tent or wet patch in their pants from the sight alone. “I really don’t know what you are taking about Sexy Twi.” She added.

“Sexy- That’s it, you’re coming with me!” Twilight shouted, grabbed Rainbow’s arm, and teleported to her house.

“What the hay is going on?!” Rainbow asked confused as hell while looking at Twilight and winked without her notice.

“You’re still being affected by the bimbo gun.” Twilight said, forcing Dash onto a chair, then doing a scan on Dash.

“Are you not going to tie me with kinky rope?” Rainbow asked while complete missed Twilight saying she was still affected. All the while her ass and breasts was getting bigger again and hair was getting longer and lighter.

“Crap…” Twilight started sifting through items in her lab, her back turned to Rainbow.

“Hehe. Hey Sexy Twi. Your ass is like so hot.” Rainbow said as she moaned at the sight of Twilight just as she became a complete bimbo again. “It looks totally hotter without like any clothes.” She added licking her lips.

Twilight groaned. “I’m going to have to have sex with you again… Aren’t I?”

“Why like yes. You were totally good at it when we like made love last night.” Rainbow said remembering last night. “I totally love it when you like call me Dashie while you moaned.” She added.

“Fine…” Twilight said. “How much do you need?”

“Like need of what?” Rainbow asked as she hug Twilight. “What please call me Dashie.” She added as she played with Twilight’s breasts.

“I mean how much sex do you need until you’re satisfied?” Twilight asked, sliding her hand to Rainbow’s pussy. “Dashie?”

“Like enough to make me cum a couple times.” Dashie said as she moaned.

“Fine.” Twilight said, fingering Rainbow hard, while biting Rainbow’s neck.

“Ooooh yes Twi.” Dashie moaned in pleasure while she still playing with Twilight’s breasts. “Like hey. I got a totally idea.” She said through pleasure.

“What?” Twilight asked, using her free hand to take off her shirt.

“We could, like, find that batgirl and have her totally use her gun on you and the girls to have a like big orgy or something.” Dashie said moaned as she kissed Twilight’s neck.

“No.” Twilight said. “None of the others would, and I don’t like the feeling of being a bimbo.” She started to search Dashie’s pussy for her G-spot.

“Oooooh Yes! But like why not? It would be like totally awesome and we could that mare batgirl and the others was hanging out with.” Dashie moaned louder.

“You remember last night, right?” Twilight asked, pounding Dashie’s G-spot. “The state I was is. That sadness… I don’t wanna go through that again. And I don’t think the girls will like it. AJ’s too morally high, Rarity’s too lady-like, Fluttershy is… Well, shy. And I’m not even sure Pinkie knows what sex is. Besides, I’m only doing this because you’re not yourself when you’re like this.”

“Awww That’s like too bad. That beacon haired mare would have had fun with us and stuff. The last thing I like remember was having sex with you last night before I woke up herrreeee!” Dashie said that last word as she cumed on Twilight’s hand.

“You wouldn’t have fun with her…” Twilight said almost inaudibly as she used her magic to create a dildo and inserted it in without a second thought.

“Like why would I? Like do you know her? I think batgirl said her name Sunset Shimmer or something.” Dashie said as she moaned louder as she touch Twilight’s left wing.

Twilight’s eyes widened and she stiffened at the name. “S-Sunset Shimmer you say…?” She magic pumping the dildo in and out at a slow pace.

“Like yeah. Batgirl totally said Sunset was her new friend. Isn’t that like sweet?” Dashie said moaning from pleasure.

“Sunset was Celestia’s first pupil…” Twilight said hollowly.

“Like really?” Dashie asked surprised.

“Yeah… But after I became Celestia’s student, she got jealous and vanished.” Twilight said, slowing down.

“Like why was she totally being jealous of you. I mean like wasn’t Celestia being just as kind to her as she totally did for you or something?” Dashie asked looking concerned at Twilight.

“I… I don’t think so… Once and awhile I’d hear the servants say just how better off I was compared to Sunset… Maybe Celestia knew I was going to become the Element of Magic and… Treated me better…” Twilight started to pick up her thrusting dildo.

“Ooooh Yes! Like Celestia sounded like she was being a meanie and totally not treating Sunset as equally as you Twi.” Dashie said as she stoked Twilight’s wing.

Twilight groaned in pleasure as she increased her pace. “Doesn’t matter right now.”

“Like with all pleasure you and I are totally getting no. Like but after I am back to my Rainbow prideful self we could like go find her and fix stuff. We totally don’t want a Nightmare Sunset now do we?” Dashie asked moaning louder as they hear a door open.

“Twilight I am home.” Came the voice of Spike from the other room.

Twilight stopped and bound Rainbow, as well as gagging her. “I’ll be there in a bit! Don’t come into the lab!” Twilight threw her shirt on, cleaned her hand before teleporting to the doorway leading to the library. Twilight’s magic continued to pump the dildo into Rainbow as Twilight closed the door and soundproofed the room.

“Sorry Spike, I’m fixing something in the basement. It’s important and I don’t want you getting hurt over it.” Twilight said.

“Uh..sure Twilight. Hey do you know why everypony in town was blushing for?” Spike asked confused from that and wondering why Twilight is acting funny. “Also one of the girls is acting weird today.” He added.

“Yeah? Which one?” Twilight asked, washing her hands to get the smell of cum off of them.

“Fluttershy. I have noticed she’s walking around wearing really revealing pink clothes and bigger breasts. Plus she has been talking to batgirl and her friends near her cottage.” Spike said still confused.

“Oh crap! The same thing happened to Rainbow and me!” Twilight started to panic, and her magic intensified. “Have you gotten the note from the Princess?”

“Yes right here.” Spike said giving Twilight the note.

Twilight opened it and started reading. After finishing it, she snarled. “Celestia can’t come! She’s on official business and won’t be back for a week! Spike, I’ll take care of this, but you need to stay out of the library. You have the day off.” She summoned a bag of bits. “Here’s three hundred bits, spend it how you will.”

“You got it Twilight. Oh By the way I saw that group with heading Sweet Apple Acres with Fluttershy.” Spike said as he race off to Sugarcube Corner.

“Hopefully that’ll keep him busy and away from Fluttershy’s.” Twilight said, closing the door and letting go of her soundproof spell. Which follows a loud moan of pleasure. Twilight teleported into the basement.

“You almost snapped out of it?” Twilight asked, still pumping.

“Like nope. Hehehe.” Dashie giggled and moaned.

Twilight fumed. “I think that bat thing is trying to turn the girls into bimbos. I don’t think I can stop them if you’re going to make a fuss.” Twilight stopped her magic and got on her hands and knees. “Will you please help me?”

“Like of course I will. I like never leave my friends hanging specially you.” Dashies said with a wink.

“Okay, but you can’t wear what you did.” Twilight said, blushing. “I don’t want anyone besides myself seeing you.” She summoned baggy shirt and pants.

“I am like totally naked right now remember?” Dashies giggled.

“Wear this.” Twilight demanded.

“Okie dokie Lokie.” Dashies said as she did as she was told. Once she was ready, Twilight cleared her throat.

“We’ll finish after we’re done.” Twilight said. “Let’s fly over there.”

“Like where to?” Dashies asked as she took to the air which made her breasts bounce.

“Sweet Apple Acres.” Twilight said, teleporting the two of them outside. “Follow me!”

(Meanwhile at Sweet Apple Acres)

“Are you sure your friend is here right now?” Amy asked a bimbo Fluttershy who walking sexily with them.

“Like totally I am. She is like bucking apples from trees with those hot legs of hers.” Fluttershy said blowing a kiss to Amy who blushed at the giant breasted mare.

“Are you sure this is a best plan Rouge?” Bunnie asked Rouge not sure of the plan.

“Of course I am sure. Turn the Mane six into bimbos so we can take the Elements of Harmony from right under their noses.” Rouge said reassuring Bunnie of the plan as they get closer to the barn.

“Uh… Sister, don’t you think this is a bit… Excessive?” Peridot asked. “Twilight and Rainbow were one thing, now we’re going out of our way to change their friends?”

“If one or two of a group that attacked us then the whole group will get the same punishment.” Rouge said with a calm smile. “Beside we don’t need them to use those lovely jewelry on us now do we? And it help Sunset as well.” She added.

“Sister, how do the Elements of Harmony work?” Peridot asked.

“The Elements only work if six people or ponies have the same traits.” Rouge said as she spots Applejack bucking tree near the barn.

“Pika.” Pikachu said as he climb a tree and started eating an apple.

“Kay Applebloom! Get that bucket out!” Applejack yelled as her sister brought another bucket to another tree.

“Here comes Applebloom hide.” Amy said as she pull Fluttershy to hide behind the trees like the others as Applebloom walk by.

“Like are we playing hide and seek?” Fluttershy asked as Amy tell her to keep her down.

“Here ya go sis!” Applebloom said, setting it down. Applejack ruffled her hair.

“Thanks, sorry ‘bout draggin’ ya into this.” Applejack apologized. “But I’m tired and Mac’s hurt, so...”

“No problem! We haven’t hung out in a while!” Applebloom said, grinning.

Peridot looked away. “Can we skip Applejack?”

“Afraid not, she is the strongest mare out the of the Mane Six. So we are dealing with her now, then Pinkie Pie. After that, Rarity. Be easy pickings follow by Twilight.” Rouge said sadly. “I could turn Applebloom into a bimbo so she is not left out.” She suggested as Pikachu throws the apple core from the top of the tree to Applejack’s head.

“What in tarnation…?” Applejack said, before seeing them. “Applebloom! Get outta here!”

Applejack shoved her little sister behind a tree to take cover. Unfortunately for Applebloom it was the same tree Rouge was hiding behind.

“Why hello there.” Rouge said as she put a chaos emerald on the Bimbo gun like last time and shot Applebloom point blank.

Applejack then punched Rouge in the face, strong enough to knock her back. “Damn you!”

“Keep your hands off my sister you filthy pony clod!” Peridot yelled as her fingers changed into a laser and shot Applejack, sending her flying.

“Thanks sis.” Rouge said smiling as she got back up and seeing a Bimbo Applebloom was playing with herself. “Now then Flutters would you be a dear and hold Applejack for me?” She asked Fluttershy.

“Like sure.” Flutters said as she run and grab Applejack from behind in a hug which put the back of AJ’s head in between Fluttershy's giant breasts.

“Not today!” Twilight yelled, using her magic to pull the bimbo gun away. “Wait, that sounded wrong… You aren’t going to hurt anypony else!”

“Except for you sugar!” Bunnie said as she punch Twilight from behind and grab the bimbo gun.

“Hehe sucker punch.” Dashies giggle as she help Twilight up.

“Are you calling me a sucker?” Twilight asked.

“Well you like didn’t see it coming.” Dashies said giggling.

“Hi Dashies!” Flutters called out while still holding Applejack.

“Hi Flutters! You are like a bimbo now?” Dashies asked Flutters as she wave a hand.

“Like totally.” Flutter said smiling as she press Applejack’s into her breasts more.

“Rainbow is still a bimbo?” Amy asked as Bunnie gave Rouge the bimbo gun.

“Can I like be in your breasts too?” Applebloom asked Flutters her eyes are glazed over with lust.

Applejack elbowed Fluttershy in the gut and shoved her off. She then back kicked Bunnie, while Twilight used her magic to pull Peridot’s fingers off.

“Stop! Hammer time.” Amy said as she hit Twilight’s head with her hammer.

“Like didn’t you like the hug Hotjacks?” Flutters asked as she got back up.

“You…..dare…..harm….. my…..sister AGAIN!” Rouge yelled in rage as she aim her bimbo at Twilight.

Twilight summoned a shield as she used her magic to force the gun in a different direction. It accidentally fired, hitting Peridot.

“... Give me my things!” Peridot shouted, uneffected by the gun.

“PERIDOT! Are you okay?!” Rouge asked out of worry as she hugs her sister.

“Yeah, why?” Peridot asked. “I’m only missing my fing- Hey!” Applebloom was using one of her fingers to…

“Oh my gosh.” Bunnie said blushing.

“That’s mine!” Peridot shouted, snarling.

“What’s like yours?” Applebloom asked confused while sticking another one of Peridot’s finger in her pussy.

“Flutters. Would you like to get my sister’s fingers back from Applebloom?” Rouge asked as she notice Flutters was playing with Twilight’s breasts.

Twilight had just realized it and recoiled. “Fluttershy!”

“This is strange…” Peridot said, backing up a bit. “Can we leave?”

“Like it’s Flutters now Hot Twi.” Flutter said to Twilight before turning to Rouge. “Aren’t we going to totally Applejack into a bimbo like me, Dashies and Bloomy?” Flutters asked as she do a sexy pose.

“That’s what we are here for before we go.” Rouge said as she aim her bimbo gun at Applejack and fired.

“Like look out!” Dashies shouted as she fly to save Applejack. But she got hit along with Applejack.

“Huh? You got two in one shot.” Amy said surprise at the turn of events.

“Yeah. You would have though she learn not to get hit.” Bunnie said blinking like a owl.

“Uh… What happens when a bimbo gets hit with a bimbo gun…?” Peridot asked, finally getting her fingers back.

“Oooooooohhhhh Yyyyyeeeeessss!!!!!” Dashie yelled in pleasure as her breasts and ass expanded even more than before just her hair is becoming more longer and lighter than before. All the while Applejack was turning into a bimbo.

“Shit…” Peridot whimpered, backing up.

“I think she will become even more of a bimbo.” Rouge said as Dashie’s clothes was starting to tear in places.

Applejack herself turned into a bimbo.

Twilight growled as she used her magic to teleport the bimbo mane six to the library as Applebloom tried to snatch Peridot’s fingers.

“Well that’s done. Time to get Pinkie and Rarity before we get the elements.” Rouge said as she, the rest of her friends and a horny Applebloom leave the farm.

“Why not just get the Elements?” Peridot asked. “It’s cruel to just… You know, change the ponies. We’ve got more than half busy.”

“And don’t you think what Sunbutt and Moonbutt did to you along with Jasper and Lapis 1000 years ago wasn’t cruel?” Rouge asked.

“These aren’t Sunbutt and Moonbutt, they’re all distracted anyways. If we hurry, the Elements would be ours.” Peridot said, crossing her limb enhancers.

“But those two used to bear the elements. But you are right we do need to hurry. So how about you and Bunnie get the elements while Me, Amy, Pikachu and Bloomy go turn Rarity and Pinkie into bimbos sound good?” Rouge asked Peridot.

“I think Rouge want to make there are no loose ends when getting the elements.” Amy said to Peridot.

“But if we continue, someone’s going to notice. If we go now, I doubt these Rarity and Pinkie would just go to where the Elements are.” Peridot said. “Why not have Bunnie and Amy watch them while Rouge and I get those crummy Elements.”

“Fine. But if those ponies are there when we get the elements they are going bimbo.” Rouge said disappointed. “It’s a good thing we know where the elements are right now.” She added grinning.

“At Twilight’s place right?” Bunnie asked as she to walk to sugarcube corner.

“Yes. I wonder what she is doing right now.” Rouge replied with a evil smile.

Twilight groaned as her magic tied her friends up. “This is going to be impossible…”

“Hehe. Like why is that Hot Twi?” Dashie asked as she, Flutters and Jackie were moaning from the ropes pressing down on their huge breasts.

“Yeah. This is like totally hot.” Futters said moaning in pleasure.

“Stop that, I’m not hot.” Twilight said as she started reading a book. “You girls are becoming a problem…”

“Aww. Don’t like that. You are totally like hot. Isn’t that right AJ?” Flutters asked Applejack.

“Like, totally.” Applejack said. Her outfit was a tight bikini. “Call me Jackie too…”

“Whatever…” Twilight grumbled, sitting in a chair near them. “You girls just want action. But you’ll revert soon, and I can finally get some rest and clear my mind.”

“But for like long?” Flutters asked as she try to move her hands to her pussy but can’t.

“Yeah. We like need to be finger by the hottest mare in town totally right now.” Dashies said.

“Then go find her.” Twilight said, barely listening.

“But we like totally found her already.” Flutters said with bedroom eyes.

“Wait, what?” Twilight asked, putting her book down.

“Yeah you are the like hottest mare in town. Isn’t that right girls?” Flutters ask the two other bimbos.

“Yeah like so totally hot.” Dashies said as she gave another moan.

“So true…” Jackie added.

“So not, you’re just trying to get free.” Twilight’s magic started to fade.

“Oh no we aren’t. We like find it kinky being tied up.” Dashie said with bedroom eyes while her eyes was glazed over with lust.

“Yeah. I like didn’t know you were totally into bondage.” Flutters said her eyes also glazed over.

“I’m not!” Twilight fumed, her magic fizzling out.

“Like why are you getting mad?” Dashie asked.

“You’re my friends! You…” Twilight started tearing up. “I’m not beautiful… I’m nothing special…”

“Like now that’s not true. You are totally beautiful and you are like very special. That why I like totally fell in love with you since the day we totally met.” Jackie said with her eyes maybe glazed over with lust but are telling the 100% truth.

“Like the same reason for me but I was totally too shy to confess it to you.” Flutters said with the same truth along with Dashie.

“Like are you feeling wet right now?” Dashie asked noticing a dark patch on Twilight’s pants.

Twilight tried to hide it, her legs and arms wobbling.

“Yeah like is it me or is Twilight’s breasts totally getting bigger?” Jackie asked as she grabbed Twilight’s breasts.

“Wh-wh-? No!” Twilight whimpered, falling onto her knees.

“Yeah and her ass is like getting bigger too along with her hair is totally getting longer and lighter.” Flutters said grabbing Twilight’s ass.

“What!? N-no, it c-c-can’t be!” Twilight felt like panicking. “I w-wasn’t hit b-by the…”

“Like maybe because that bimbo gun wasn’t totally charged by that like growing gem you took longer to totally change again.” Dashie said as she kissed Twilight’s wings.

Twilight moaned, her mind going numb and drool dripping down her mouth.

“Oooh Like you are totally enjoying this.” Jackie said as she play with Twilight’s expanding breasts.

Twilight shook her head and cleared her thoughts. “No… No, this is wrong.”

“Like why is it wrong Hot Twi?” Flutters said as she played with Twilight’s expanding ass.

“No! Leave me alone!” Twilight shouted. Dashie, Flutters and Jackie back off.

“Like what’s wrong Twi?” Jackie asked as she noticed Twilight’s clothes are starting to rip.

“I… N-no…” Twilight started tearing up. “I never wanted this…”
“Like none of us do at first. But it totally glowed on us.” Dashie said giving Twilight a comfort hug.

“Like everything is going totally okay.” Jackie said joining in on the hug follow by Flutters.

Twilight leaned into the hug. “I don’t know what I want anymore…”

“Ssshh. Like think about it too much. Just totally feel it.” Flutters said as she kiss Twilight on the horn.

“Like let your heart totally tell you.” Jackie said as she rub Twilight’s back.

Twilight’s panties were soaked. “Go on…”

“Like okay.” All three bimbos said as Dashie starts to finger Twilight while Flutters gave Twilight’s horn a blowjob and Jackie play with Twilight’s breasts which had ripped out of her shirt due to expanding. Twilight moaned and gasped in pleasure. Her hands grasped around Jackie as her hips thrusted and shuddered.

“Like how do you feel Twily?” Jackie asked Twilight as she moaned in pleasure as well as she still playing with Twilight’s expanding breast’s faster.

“A-amazing~!” Twilight gasped.

“Like told you that you would totally love it.” Dashie said as she finger Twilight’s pussy faster.

“Like see how easy it is when you totally don’t think about it?” Flutters said as she suck Twilight’s horn faster.

“Nyah!” Twilight moaned. “Ooohhh~”

“Hehe. Like are you getting close or something Twily?” Jackie asked as she notice Twilight’s ass and breasts stop getting bigger and her hair stop getting longer and lighter.

“Y-yeah…” Twilight moaned.

“Like well girls. Let’s like totally speed things up.” Dashie said as she, Flutters and Jackie work double time on Twilight to give as much pleasure as they can.

Twilight panted, out of breath. She then started almost screaming as her pussy clenched around Dashie’s fingers and her horn started spewing out a red substance.

“Like what is that stuff?” Flutters said as she tasted the red substance.

“M-magic build up… It acts like a filler… Like semen, but without the whole… Pregnant part… It also can taste nice…” Twilight panted.

“It like taste like cherry.” Flutters said as she suck up more of the stuff.

“Like her cum taste totally good.” Dashie said as she lick her cum covered fingers.

“Like how are you feeling now Twily?” Jackie asked as she kissed Twilight’s left breasts.

“I’m on cloud ten…” Twilight said dumbly.

“Like how do you feel for another round?” Flutters asked while she not notices Rouge and the Peridot walking past them as the other bimbos didn’t notices.

“Sure…” Twilight said sultry. “What do you have in mind?”

“Hmm. Like I could suck on your breasts while you lick Jackie’s pussy and Dashie totally lick your wings.” Flutters suggested.

“I’ll lick Jackie, but is there any way to pleasure you two?” Twilight asked.

“Like you could totally play with our breasts.” Dashie said.

“Why not, like, use my horn and pussy to pleasure yourselves?” Twilight suggested.

“Like okay Twily.” Dashies said as she start to lick Twilight’s pussy while Jackie start to suck Twilight’s horn.

“This is so like fun.” Flutters said as she lick and suck Twilight’s breasts.

Twilight stuck her finger into Jackie.

“Ooooh yes! Like a little faster Twily.” Jackie said as she gasped and moaned at the pleasure.

“You are like totally good at this Twily.” Futters purred as she sucks.

“Get up here~” Twilight purred to Fluttershy as she used her foot to play with Dashie’s clint.

“Like okay Twily.” Flutters said as she did as she was told while Dashie moaned at the foot play on her clint.

“Oooooh! Like nice foot work Twily.” Dashie said moaning while she licked Twilight’s wings.

“So like what now Twily?” Flutters purred her question while looking at Twilight’s eyes which had just glazed over.

Twilight sped up in all of her activities. She used her free hand to pull Flutters’ waist towards her and started licking violently.

“That’s hot…” Peridot whispered as she blushed, holding the Elements of Loyalty, Honesty and Kindness. “What in the universe are they doing…?”

“Making love and just imagine all six of them doing it.” Rouge whispered back while holding Laughter, generosity and wearing magic on her head.

“Making love? Is that like… Showing love to someone?” Peridot asked.

“Yes. It shows just how much you love them on a deeper level.” Rouge said.

“Then can we do that?” Peridot asked innocently.

“Wh-What?” Rouge asked Peridot blushing. “W-well I-I think there no harm in doing it once we get back to Sunset’s place.” She added as they walk to the door to open it.

Rarity was there, rearing up for a knock, but froze at seeing the duo. Peridot shoved all her fingers into Rarity’s mouth and nose in panic.

“Not a word. You don’t want to ruin their lovemaking now do you?” Rouge asked as she moves to let Rarity see the four bimbos making out. “Get inside.” She added making Rarity go inside.

Peridot pulled her fingers out and shook them. “Yuck!”

“Care to join them?” Rouge asked Rarity as she aim her bimbo gun at her.

“P-please don’t…” Rarity shakily said. “I-I won’t tell them… I p-promise…”

“I know you won’t. Have fun.” Rouge said as she fired the bimbo gun at Rarity.

Peridot closed the door. “You didn’t need to do that, sister.” Peridot auto-cleaned her fingers.

“I know but I did say I will do it if we see her or Pinkie here when we get the Elements.” Rouge said as she look in the window to see Rarity’s transformation.

“Good heavens no!” Rarity screamed.

“Sister… Sometimes, you scare me…” Peridot said plainly.

“Sorry about that sis. It just that I am thinking more like the character I got displaced as.” Rouge said sadly. “Come on. Let’s get the others and head back to Sunset’s place.” She added as they both head to sugarcube corner first.

“Why do we have to bimbo them all?” Peridot asked.

“Only if Pinkie spots us when we get Bunnie who is spying on her.” Rouge said as a gingerbread looking house come into view. “And maybe get some cupcakes while we are there.” She added licking her lips.

“How about I take the Elements to the forest and meet you there? If ponies see us they’ll inform the Princess.” Peridot suggested. “Then we can try this ‘making love’ thing.”

“Su-sure. Here you go.” Rouge said blushing as she give Peridot the three Elements she had. “Just be careful of any monsters like timberwolves while in the forest.” She added.

“Those clods can’t hurt me. Nye-hehehe~” Peridot snickered strangely. “I’ll be fiiiiine.”

“Look like you are also thinking like your character a little bit.” Rouge giggled. “See you back at the Sunset’s place sis.” She added as she walked to Sugarcube Corner.

“Later!” Peridot shouted as she used her fingers to fly away. But little did she know she being watch by someone with at pearl on her forehead.

Meanwhile with Bunnie.

Bunnie was sitting at a table that was outside of Sugarcube Corner looking in the window as she spy on Pinkie Pie.

“I wonder when those two will get here.” Bunnie said to herself as she watch Pinkie while Rouge walk up to her.

“What’s up?” Rouge asked as it make Bunnie jumped as she turn around.

“Don’t do that! I could have had a heartattack.” Bunnie said calming herself down while Rouge giggled.

“Sorry. Anyway sis is taking the Elements to Sunset’s place right.” Rouge said which Bunnie smile at this.

“Great. Let’s get Amy and head back ourselves.” Bunnie said smiling.

“We will. After I get us some cupcakes to go.” Rouge said as she went inside. 5 minutes later there was a sound of a gasps followed by a gun being fired as Rouge step outside with a box.

“Uh...Rouge. Did you pay for those by turning Pinkie into a bimbo?” Bunnie asked.

“I feel funny. Not ha ha funny but weird funny.” They hear Pinkie say from inside followed by her moaning.

“Does that answer your question?” Rouge asked snickering. “Come on let’s get Amy and go.” She added as they both head to Rarity’s place. But little they know they are being spied on by someone who has two tails.

Meanwhile at Sunset’s place.

Sunset threw a book to the floor in anger. “Where is it!?” She started pulling books off of shelves, before freezing. “Wait… Oh buck me, it’s in the dark magic spell books!”

With that, she used her magic to summon a dark magic book about crystals. She flipped through the pages madly, before finding a gem fixing spell. She set the book on the nearest bed and went to hers, before beginning to cast it.

As she was casting, Peridot walked in and set the Elements on her sister’s bed. She then went to hers to rest until Rouge got back, but saw a book in her bed. She picked it up and read the title. Dark Crystal Magic for Beginners.

Peridot hid it under her pillow and watched as Sunset fixed her friends. She had to wait until Rouge was home.

Twenty minutes later. “We are back.” Rouge said as she and the others enter the room with a box of cupcakes and a bag of gems.

Sunset yelped and stopped her spell. “Hello girls, I was just fixing your friends- Where’d you get that bag?”

“How is she doing? Also I pick this up at Rarity’s place when we got Amy.” Rouge said smiling.

“She also turn Pinkie Pie and Sweetie Belle into bimbos.” Amy said blushing.

“Who’s Sweetie Belle?” Peridot asked, patting her bed, trying to get Rouge on it.

“Rarity’s little sister.” Bunnie said as Rouge sat next to Peridot.

“Was that necessary?” Peridot said, showing Rouge the book secretly.

“Well I got a love for gems since I was displaced.” Rouge said as she hug her sister. Peridot giggled.

“Well… Anyway…” Sunset said. “I gotta head out. I’ll be back in an hour.” Sunset then teleported.

“Rouge, Sunset’s using Dark Magic!” Peridot said, showing the mobians the book.

“Pika?” Pikachu said confused.

“So? If it means for Sunset to fix our friends and you then so be it.” Rouge said as she kissed her sister. “Beside magic by any kind is just a tool. So dark magic isn’t really evil it just the ones who use it that are evil.” She added.

“Okay…” Peridot said, setting the book down.

“So don’t worry about it sugar. Sunset is going to fix our friends in no time.” Bunnie said with a wink.

“Okay. So, are we going to make love?” Peridot asked Rouge.

“Uh...Su-sure. We could start with kissing of the lips and see where this goes.” Rouge said blushing as she move into kiss her sister. While Bunnie and Amy decide to go to another room. Peridot meets the kiss.

Just then there was a scream coming outside of the watchtower.

“What was that?!” They Amy called out.

“Inconclusive.” Peridot looked out the window. “It seems to be… A Unicorn.”

“And she in a tree like cat trying to get away from those timberwolves.” Rouge said as she look closer from the window. “Is that Trixie?” She asked looking at the scarred unicorn magician.

“I think so. What she doing around here?” Amy asked.

“Don’t know. But have a chair and some rope ready when I bring her in.” Rouge said as she took to the air.

“I’ll get her...” Peridot said, using her finger cannon to shoot near the Timberwolves. “Yayayayaya!”

“Nice shooting sis.” Rouge said as she fly down and grab Trixie.

“Hey! Put the Great and Powerful Trixie down!” Trixie yelled at Rouge but she didn’t listen as they fly back in the tower.

“We are all set.” Amy said as Rouge set Trixie down on the chair as Bunnie quickly tied Trixie up.

“What is the meaning of this?! Untrie Trixie now!” Trixie demanded at them while kept laying her eyes on Peridot a couple of times.

“No can do. You know where our hiding spot is. So we are keeping you here.” Amy said with a bored look to her face.

“We will wait until Sunset come back so we can decide what to do with her.” Rouge said as she notice Trixie was looking at her sister more than the rest of the group.

“What?! You can’t keep Trixie here. Trixie has rights!” Trixie yelled in a rage.

“Equestrian rights, but this is the Everfree Forest.” Peridot said. “What are you even doing in here?”

“I-I have heard somepony had embarrassed Twilight Sparkle. So Trixie had decide to go and find them and challenged to a duel to prove Trixie is better.” Trixie said blushing when she answering Peridot’s question.

“You don’t wanna do that… Trust me…” Peridot said.

“Wh-why is that?” Trixie repile blushing.

“My sister here turns mares into bimbos.” Peridot warned. “She’s already turned all of Twilight’s friends into them.”

“Wh-What?!” Trixie asked surprise while her face was bright red.

“You heard her. And I will do it to you if you don’t be a good little mare.” Rouge said aiming her bimbo gun at Trixie which she gulped at this.

“She will too.” Peridot nodded.

“Tr-Trixie will be good.” Trixie said out of fear from the gun.

“Good girl. Now let’s wait for Sunset to come back.” Amy said as everyone leave Trixie in the room while Trixie was staring at Peridot’s ass.

1 hour later

Sunset teleported in.

“What the buck!?” Sunset yelped at seeing Trixie.

“She was being chased those wood doggys near here. So we brought her and tried her up.” Bunnie said to Sunset.

“We couldn’t let her go. She knows where this place is.” Amy said.

“You look familiar…” Sunset said, narrowing her eyes at Trixie.

“As do you Sunset.” Trixie said glaring at Sunset.

“I take it you know her Sunset?” Rouge asked.

“I don’t remember her exactly. How do we know each other?” Sunset asked.

“From the entrance exam for Celestia’s school for gifted unicorns.” Trixie said still glaring.

“Did I do something to you?” Sunset asked.

“You scored higher than Trixie to get in the school.” Trixie said. “Trixie had to go to a far less powerful school to learn magic.” Trixie said with venom in her voice.

“Oh, you’re that wannabe Trixie Lulumoon. Look, it’s not my fault you didn’t get into the school, you need to reach over fifty to actually get in.” Sunset said.

“WANNABE!? I am the Great and Powerful Trixie and it was so your fault just like it was Twilight Sparkle’s fault for ruining Trixie twice!” Trixie yelled.

“If you were so great then why did you get a weaker report then I?” Sunset asked. “I’ll tell you what, I’ll teach you better spells if you help us.”

“Trixie will never be taught by one who wronged Trixie!” Trixie yelled in rage.

“Do you want to use the bimbo gun on her or should I?” Rouge asked Sunset.

“No… No, it’s okay Rouge.” Sunset said. “If you don’t want to learn stronger spells and become Twilight Sparkle’s equal, then fine. You can still help my friends. Willingly, or… Not so willingly...”

“You know a mind control spell or something?” Bunnie asked which made Trixie look worried.

“I think she means the gun right?” Amy asked Sunset.

“Yes.” Sunset said, smirking. “So, what’ll it be?”

“Uh...Fine. Trixie wika do what you say.” Trixie said looking down defeated.

“Don’t you think she need to under some kind of spell do make sure she doesn’t betray us?” Bunnie asked Sunset.

“I have the perfect idea.” Sunset said, using her magic to shoot Trixie. “Who wants to take care of the Great and Powerful Trixie?”

“I vote Peridot will take care of her.” Rouge said as Trixie as her hopefully.

“Anyone else?” Sunset asked.

“I vote Peridot as well.” Amy said follow by Bunnie.

“Pikachu Pika.” Pikachu said in agreement.

“Then it’s settled.” Sunset then shot Peridot, who yelped. “Trixie, whatever happens to Peridot happens to you. Meaning if she dies, you die. If she’s hurt, so are you.”

“Trixie understands- Ow!” Trixie yelped as she rub her head the same spot Peridot’s gem is.

“Oh, sorry.” Sunset said, placing her palm on Peridot’s gem and healed it up quickly. “You should also listen to anything she says.”

“Of course.” Said Trixie as she was smiling at this.

“So, what should Peridot make her do?” Sunset asked.

“Have her clean the place.” Amy suggested.

“Or maybe have her get us food from shops.” Bunnie suggested.

“Uh… Pick up the books, Trixie.” Peridot ordered.

“You got it.” Trixie said all to happy to follow Peridot’s orders as she went and did it.

“Hmm. I think Trixie likes you sis.” Rouge said with a knowing grin.

“Doubtful, she is being held here against her will.” Peridot said.

“True but she has been looking at you and she has been blushing when you ask her.” Rouge said grinning. “Plus she staking her ass in a sexy way at you.” She added as she points to Trixie who was picking up a book while moving her ass.

“Why would that indicate she loves me?” Peridot asked.

“She is giving you signs that she wants to have sex with you.” Rouge said rolling her eyes at her sister cluelessness.

“Anyway. Now that we have got the Elements of Harmony and the Mane six are now sex crazed bimbos. What our next step.” Amy asked the group.

“I have an idea. What’s your endgame, first?” Sunset asked.

“Well my endgame is that Sunbutt and Moonbutt pays for what they did to Peridot and our two friends. Maybe have my bimbo gun supercharged with all seven chaos emeralds and shoot them with it.” Rouge said caressing her gun like she would with a cat.

“Okay. Then we’ll need help, and possibly a new ruler.” Sunset said. “My idea is that we gather Celestia’s enemies and use them for our gain.”

“Well I wouldn’t mind if you became the new ruler Sunset.” Bunnie said. “As for Celestia’s enemies why not the changelings?” She suggest.

“As for Tirek. We kill him on sight before he starts stealing magic.” Amy said.

“I have some contacts in Canterlot, Cloudsdale and Manehatten. I might be able to get some ponies who see Celestia as a tyrant.” Sunset said. “We might also be able to get the Griffins on our side. Shouldn’t be hard, since we can easily give them half of Celestia’s bit vault afterwards.”

“Wow… This seems plausible…” Peridot said in awe.

“Yeah. But what do we do with the Elements?” Amy asked.

“Well we need to take them to the tree of harmony first. After that I got no clue.” Rouge said.

“Tree of what?” Sunset asked, tilting her head.

“Harmony. It’s the birthplace of the elements of harmony.” Rouge said. “I guess Celestia didn’t have that writing down in history books.” She added.

“Plus the tree is right now dying.” Amy said. “Which means the plunder vines will be on the loose soon.” She added.

“Okay, whatever. Let’s…” Sunset trailed off. “Can these vines assist us?”

“They could get the Mane six horny again while holding Sunbutt and Moonbutt captive.” Bunnie said.

“They can capture Celestia and Luna?” Sunset asked, smirking.

“Yeah. At the upcoming Summer Sun party thing.” Rouge said smirking as well.

“And that where we stilke. Right?” Amy asked.

“They’ll be too busy dealing with the vines. The Princesses will be missing… It’s the perfect time to attack. But we’re not ready yet. The next summer sun party is in a month and a half, I’ll need to hurry and gather allies.” Sunset said, smirking.

“Cool. So who are you going to get first?” Bunnie asked smirking at the plan.

“I’ll send a letter to my contacts to get ready. We just need to see the Changelings and Griffons.” Sunset said. “And since I don’t know where the bugs are, Griffon Kingdom it is.”

“With any luck the Changelings have a spy in Ponyville and they might seek us out to join them.” Rouge said. “So how do we get to the Griffon Kingdom?” She asked Sunset.

“There are three ways, I don’t like any though. Take a boat, but most likely we’re fugitives. We could hijack a train. Or we could walk the shores and head there on a bridge that… Well, it’s more like going under the train tracks. The Kingdom is on an entirely different continent not far from Equestria.” Sunset explained.

“I say we hijack the train while keeping the male guards that’s on it busy.” Rouge said as she waves her bimbo gun.

“What about Trixie? Do we bring her with us or leave her here?” Bunnie asked pointing at Trixie who was still busy.

“If Peridot comes, so does she. The bond is weaker the farther they are from each other. So they either both come or both stay. Your call.” Sunset stated.

“So we bring her with her. So when do we leave?” Amy asked.

“In three days. Rest up.” Sunset said, pulling out a map of Equestria. “I’m heading out to get some food, be back in an hour.” She then teleported away.

“Ok let’s do a little bit of planning with the train.” Rouge said as she looks at the map.

“Wonder what would happen when the Mane six try to stop the plundervines.” Bunnie said to herself.

“Pika.” Pikachu said thinking to himself as well.

Peridot sighed as she plopped on her bed. Then, suddenly realization hit her. “Uh… Where’s Trixie going to sleep?”

“Uh...Trixie could share a bed with you or lay on the floor next to your bed Mistress Peridot.” Trixie suggested from the other room.

“Sister, what’s a mistress?” Peridot asked.

“It’s a female version of master.” Rouge said grinning.

“She considers me her superior?” Peridot smirked.

“Yes. Yes she is.” Rouge smirked back

“Trixie must really like you if she letting someone to be her superior.” Bunnie said.

“You can sleep in the bed then, I see no reason not to.” Peridot said.

“Oh thank you Mistress.” Trixie said joyfully as she hugs Peridot.

“She so likes you.” Amy smirked.

“I will say.” Rouge said.

“Shut up…” Peridot rolled her eyes.

“Is that blush I see oh your face sis?” Rouge teased.

“No…” Peridot looked away.

“Oh you’re so are blushing.” Rouge said as she hugs her sister along with Trixie.

“Whatever…” Peridot sighed. “Get to work on that plan.”

Meanwhile

In the Badlands at the Changeling Hive.

A changeling spy had just got back from Ponyville and heading to the Throne room.

“What have you brought, child?” Chrysalis asked.

“There weird creatures came into Ponyville and stole the Elements of Harmony. Plus the bat one had a weapon that had turn the bearers into uh...bimbos my Queen.” The Spy said bowing to Chrysalis.

“Hmm… Try to establish contact with them…” Chrysalis said, smirking.

“At once my Queen.” The Spy said as he leaves the throne room passing a cocoon that had has a earth pony mare he had replaced in Ponyville.

“Le-let me out of here!” The mare cried out from inside the cocoon.

“Hmm… No.” Chrysalis said playfully. “Not until you give us something~”

“Li-like what? I am already naked in this cocoon and I am starting to hear what every changeling is thinking.” Carrot Top the mare that in the cocoon said while her ass and hip expand and being cover in black chitet.

“Your body~” Chrysalis purred.

“Wh-what?!” Carrot Top asked blushing a bit as black chitin slowly spread down her legs and up her body. “Wh-Why would you want my body?” She asked as her breasts expanded.

“Because, I need more changelings, and what better changeling is there then one that can feel love.” Chrysalis said, fading through the cocoon and playing with Carrot’s breast.

“St-stop it!” Carrot Top grasped and moaned as her expanding breasts become cover in black chitin while a pair of changeling wings come out of her back. “I-I-I don’t want this!” She cried while she moans.

“It’s not a matter of want… You know, I haven’t had a wife in ages… Care to be my first?” Chrysalis cooed as her hand traveled down to Carrot Top’s pussy and played with it teasingly.

“W-W-W-Wife?! Carrot moaned a bit louder as black chitin now covered her arms and her neck. “N-n-no…...Well maybe my queen.” She said not realizing she called Chrysalis her Queen while a jagged horn comes out of forehead along with fangs coming out of her mouth.

“Ah, ah, ah~ What did I say? It’s not a matter of want. You are mine, whether you like it or not.” She pulled out of the cocoon. “Once you are out, we can have some fun~”

“Ye-ye-yes-” Carrot Top said as her head is covered in black chitin, her hair gets longer darker in shade with some holes in it. “-My Queen.” She said as her eyes turn into green slits to complete her transformation to changeling as she smiles.

“Let the fun begin… My subject~” Chrysalis said.

“Whatever you want my Queen.” Carrot Top purred from inside of her cocoon.

“Then come on out, honey~” Chrysalis said playfully.

“As you wish my Queen.” Carrot Top purred as she slipped out of her cocoon to hugged her new Queen.

“Who did you love before this?” Chrysalis asked.

“I once had a husband but I devoice him because he cheated. After that my heart fell for a pegasus mare name Deapy.” Carrot Top said with bedroom eyes.

“Well then…” Chrysalis said, a green aura surrounding her as she transformed into the wall eyed Pegasus. “Have fun with her~”

“I will my Queen.” Carrot Top said as she start to making out with Derpy/Chrysalis.

Meanwhile somewhere in the Everfree Forest.

“And you’re sure you saw a Gem?” Rose Quartz asked.

“Positive.” Pearl replied.

“Then it is as I feared…”

“What is it?” Amethyst asked

“This planet is in a lot of trouble.” Garnet said calmly.

Meanwhile on a floating island that is not to far from Cloudsdale.

“Are you sure it’s them?” Sally Acorn asked looking at Tails.

“I am positive it’s them.” Tails said while Shadow and Knuckles just sighed in annoyance.

“Great. That bat is already causing trouble and she got a gun now.” Knuckles said as he sat next to the Master Emerald.

Meanwhile in an alleyway of Manehatten.

“Sorry Bob. But I am not your snack.” Meowth said as he clean the blood off his claws. Blood that came from a centaur he just killed for trying to eat him. “Now let’s see if I can find my pals in this city of weird looking ponytas and Rapdash’s.” He added as he walked along the sheet without anyone notices.

Author's Notes:

DarkMagicEn-Forcer1: Well things have just gotten hotter.

Bronyparasite: And will continue to do so. This is a very smutty fic! XD

DarkMagicEn-Forcer1: Will the Mane Six find the way to stop our heroes? Or will they be overcome by their Bimbos side.

Bronyparasite: They aren’t really heroes… And what is gonna happen to Carrot Top? Find out laster!

DarkMagicEn-Forcer1: And will happen to the Crystal Gems, Sally, Tails, Knuckles, Shadow and our likeable Meowth of Team Rocket? Find out next time in Digimon Digi-I mean Team Rosegem in Equestria! Shit!