> Twisted Transformation Tales
>  by TwistedSpectrum
> --------------------------------------------------------------------------

> Spellbooks - - - [TF w/TG, Mind Control] 
> --------------------------------------------------------------------------

	"God damn, Ben, they have spells for everything in here!" John flips through the pages of the spell book they found. They found it at a garage sale, at first they both thought it was a joke, but then they tried some spells and they actually worked! John’s eyes go wide as he scans page after page, "I don't even know what spell to try first."

Ben takes the book from John's hands, "I know, right! I think I even saw a spell in here that talked about making money out of thin air!" 

"You’re kidding?" John raises his eyebrows. "Well, come on then, let’s try that one out!"

Ben flips to the M page and starts reading off entries, "Mighty Strength, Miniaturization, Mind Control--"

"Mind control?" John laughs. "This is just getting better and better. We don’t need to create money if we can just go into a bank and have them open the vaults for us!"

"Good point, and we really don’t even need money if we can just make stores hand over whatever we want. Let me skim this spell quick." Ben’s eyes move over the page as he reads the description. "Awww, dang, it says it only works on girls. Seems pretty powerful though, it forces them to do anything you say." Ben nods slowly, "That sounds pretty fucking awesome actually."

John raises his eyebrows, "Only works on chicks huh? So it's not so much for making an army of followers, but seems pretty well suited to something else..." John pokes Ben in the side, "We can finally get you laid dude."

Ben mumbles, "I could get laid whenever man. Anyways, how do these targeted spells work? We just read the spell outloud, right?"

John takes the book back and scans the spell. "Looks like for this spell it’s just an incantation you have to speak. It puts some sort of an aura on the caster that lasts exactly one hour. Every female that comes within ten yards of you during that time will have to do exactly as you say until the aura fades."

        Ben rubs his hands together, "Oh man, the things we could do!" Ben can’t help but lick his lips at thoughts of fucking every girl in his school. He can’t wait to try his first pussy!

John raises his eyebrows as he reads on, "Whoa, this is a bit harsh. It says if you fuck a girl while she’s under your commands, then any orders they were under become permanent for them." John grimaces, "Thats kinda creepy, we have to remember to stop any commands right before we climax. I don't want to screw up some girl's head for life." John glances at Ben, "I mean, you know, if we actually use this."

Ben chuckles, "What d'ya mean 'If we actually use this?' This spell is fuckin' sweet dude! Come on, let's go get fucking laid!"

John taps his chin, "We should test the spell before we use it in public."

Ben nods, "Good idea, but how can we test it?"

John gestures at the wall to his left. "My neighbor is at work right now, and he has a daughter who is probably alone right now..."

Ben’s eyes go wide and he looks at John, "Dude, you want to fuck his daughter? What the hell? I knew you were into some stranger shit, but damn."

John smacks Ben in the shoulder. "Dude, I don't mean fuck her, she’s like twelve! Jeez, I just wanna test out the spell! We can cast it and then see if she follows some simple, normal command, something like ‘do the chicken dance’. Sheesh, why must everything be about sex with you?" John picks up the spell book and heads for the door. "Come on, this should be funny."

Ben follows behind John, rolling his eyes, "Mind control NOT for sex? Riiiight, next thing ya know we'll be magicing up Rainbow Dash just to cuddle."

John stops in his tracks and looks at the spellbook. "Dude... if we could summon ponies..." He gets a hard on just thinking about it. It was no secret that both John and Ben were hardcore cloppers. Neither of them could even remember the last time they fapped to something other than clop.

Ben looks up, "Wait, I was just joking about it... do you think it's really possible? Could we use these spells to bring over the ponies from the show, and then, you know, get lucky?"

John shakes his head, trying not to think of the hundreds of clop images that were now flooding his mind. "One thing at a time, we need to focus here. Before we start thinking about summoning ponies to fuck, let's just go get some real, human bitches to fuck!" John pauses as he looks at the door, "Well... let’s get some bitches after we test the spell on a 12 year old girl."

Ben follows behind John, "Whoo! Loss of virginity here I come!"
        
John glances back at Ben, "Keep it in your pants Ben, remember, this is just a test! Sexy times will come later!" 

Ben nods and John knocks on the door of the neighbor, a young girl answers it. She looks at him and waves, "Oh, hey John, my dad isn't home yet."

John smiles, she is really a sweet kid. He honestly doesn’t have a single dirty thought about her, she’s like his little sister. "Hey Sally. Can I just read something in front of you real quick?"

Sally looks nervous for a few seconds, "Okay...?"

John focuses on the spellbook: "Minbu Saka Zaka!"

Sally's eyes lose focus for a second and she sways on her feet before looking up at him. "John, I'll do anything you want..."

"Holy shit, it works!" John turns to Ben and they both smile wide.

Ben nods, "Sure looks like it does, make her do something though, just to be safe. Something weird too."

John laughs, "Sally, start slapping yourself in the face. Gently."

She laughs, "John, come on now, why would I do that?" Not a second later Sally's arm starts to raise. Her eyes stare at it in horror, "Wait, John, I can’t control my arm. Oh my god, what’s going on!? What are you doing to me?"

John watches as Sally slaps herself with one hand, then the other.

Sally looks at Ben and tears start to flow down her face, "No, stop! I don’t want to do this! Please stop, why am I doing this?!"

John looks on in shock before collecting himself. "Sally, stop that! Sally, act completely normal!"

Sally looks around in confusion, "John, what’s happening to me? I couldn't control myself, my arm..."

Ben giggles loudly, "This is so fucking awesome!"

John can barely contain his excitement. He knew that if he had used this spell on a girl his age, he could be making her suck his cock right about now. John bites his tongue and ignores his blue balls for the moment. "Sally, turn around and walk back in your room. Just go to your room and wait for your dad to get home. Forget any of this ever happened, and forget we were even here!"

Sally’s eyes glaze over and she nods, then turns around to go to her room. John closes the apartment door in front on him, then whistles and turns to Ben. "God damn... we're going to be gods dude."

They walk back to the apartment and Ben grins like a lunatic, "Fuck yeah man! Is there anything we CAN'T do now? There's probably loads more awesome spells in that book."

John taps the book under his arm, "Maybe we can get something to make us look better? I mean, no offense dude, but people would start to question if you all of a sudden had the hottest girls on the planet all wanting to fuck you."

John flips through the pages as Ben mumbles, "You ain't some big hotshot either pal."

John bites his lip, knowing Ben has a point. John knows he isn't in shape, that much is obvious. What is more though, John knew he probably had the smallest cock possible for a man of his age. Back in high school gym class the kids would tease him relentlessly, and he still hasn't gotten over the insults.

John grits his teeth at the bitter memory and looks down at the page he randomly landed at. "Body alterations..." John looks up, somewhat freaked out by the coincidence of landing on that exact spell page.

"Ooo, what's it do?" Ben asks.

John reads the archaic text out loud, "Simply pick a target host, then think of their entire body, or single body part you wish to change. Mutter this incantation as you imagine their new form, then it will be made so."

John grins, "Are you thinking what I'm thinking Ben?"

Ben licks his lips, "We could give girls huge tits before we fuck them?"

John smirks, "I was thinking more along the lines of doing something to ourselves!" John reads over the spell again, making sure he understood it. "Stand back Ben, I'm going to try something here!"

John uses his mind to imagine ‘himself’ as the target, and then focuses in on his tiny cock, then he starts to mutter the incantation. "Aaaaka Mmmmmba..." John thinks about having a larger cock, hmm, how big? What’s a good size? Well he wants it to be more than a good size, it should be... John’s eyes widen, shoot, he’s out of time the spell is almost complete! He wishes for his cock to be, um, um, um... as big as Big Mac’s! "...Penaba!"

John yells the last word of the spell and feels magic settle on him, as it focuses on his loins. A second later he clutches his pants as he feels himself change. His underwear rips and he feels something huge start stuffing itself down one of his pant legs. Something is wrong here, something is very wrong! He wanted a larger cock, but not THIS large. Humans should not have cocks this big!

Ben gasps in shock, "Holy shit, what'd you do? Did you just magic up a fucking flag pole down there?!"

John looks down in horror as his new member is clearly visible through his jeans. The situation only worsens as the sensation of his jeans rubbing on his new cock start to make him erect. A few seconds later and the outline of his cock grows even larger as it snakes down his leg. Ben’s eyes widen as he realizes his friend’s cock now reaches all the way down past his knees. 

John winces as he sees how strangely shaped the cock is too. "Oh no..." John unbuttons his pants and takes a peek down at himself. It’s as he feared, his new prick isn't human. The spell took his wish word for word, and literally gave him the cock of a pony stallion, even going so far as to give him red fur at the base. An equine smell came off it, and John feels a wave of nausea at the bestial scent. 

Ben covers his eyes from the sight, "Nice going brilliance, how the fuck are we going to get within ten feet of girls when you have that thing waving around!? God damn, not even the freaks are going to want you when you've got that thing."

John tries to laugh it off, "I can fix it doofus!" John scans the spell again, reading the footnotes and summarizing them. "It says every spell in the book is only temporary, I just have to ‘wait one hour and my body will revert to normal’. Well, unless you fuck someone and orgasm. Once you cum from sex, any and all body modifications become permanent, and your body becomes immune to all further changes and spells."

John laughs nervously, "So I probably shouldn't fuck anyone with this thing then, huh?"

Ben rolls his eyes "Ya think? Urgh, and man, what it is with these spells and them always getting fixed when you have sex."

"Hell if I know, don’t question magic dude."

Ben shakes his head. "Whatever, doesn’t matter. So, instead of waiting an hour, can't you just cast the spell again and change yourself back?"

John nods as he holds the spellbook and looks down at himself. "Yeah, it would be easy to fix this with another spell..." John bites his tongue. His cock is pretty disgusting, but it feels good. It feels SO good. After a life of being the butt of the joke and being the smallest... finally he was a man. He lowers a hand to rest on the top of his inhuman cock. John taps it softly, "I'll... just keep this for now. You know, for the heck of it. No sense casting another spell, I can just wait the hour and it will go back on it’s own."

Ben feels awkward at his friends choice, and he is pretty sure he can smell the equine musk radiating from his friends pants from all the way over here. Well, as long as John keeps it covered in his pants it should be fine. Creepy, but fine...

John nods at Ben, "How about you, you wanna change anything?"

Ben shields his eyes from his friend's bulge, "Uh, no thanks? Why would I want to turn my body into one with pony’s anatomy... wait..."

John and Ben look at each other as realization dawns on both of them, John's eyes go wide, "Dude..."

Ben nods, "Are you thinking what I'm thinking?"

John looks down at himself, "If I turned part of myself into Big Mac, and it was super easy to do—"

Ben finishes the sentence, "—then what's stopping us from turning our entire bodies into FiM ponies?!"

John grins like an idiot, "I could finally see what it's like to have hooves!"

Ben claps his hands, "I could be a pegasus and see what it's like to fly!"

John can hardly contain his excitement, "Okay, let's forget the sex and bitches for now, we could totally turn into ponies for a day! I could turn you into Soarin, or Prince Bloodblood..."

Ben grins, "Or Big Mac, or King Sombra!"

John can't contain his excitement: "That would be so fucking awesome. Oh my god, we’re doing this, we are so fucking doing this right now!"

Ben holds out one hand. "Oh my god, yes, yes, I call dibs to go first!! Let me see the spellbook!"

John pauses and looks at the book in his hands, feeling strangely attached to the mysterious text. "Ben... I already know this spell and I practiced it already." John holds the book tight to his chest, "Can I just cast the spell for you? It would be easier."

Ben raises an eyebrow, they agreed to share the spellbook, didn’t they? Oh well, fuck it, Ben is too excited about the idea of becoming a pony to really care about anything else right now. Ben nods at his friend, "Okay, I guess you're right. You have already practiced the spell, so go ahead and cast it on me."

John silently breathes a sigh of relief. He felt attached to the book, giving them up... no, why would he do that? "Alright, Ben, what pony do you want to be?" 

Ben thinks about that. There were so many good choices! Did he want to be a stallion with wings? Magic? Dark power? A strong, buff body? He turns to John, "I can't decide! Maybe surprise me? But make sure it's a cool pony! I don't want any ‘ol boring body, I want to be in an awesome one! You know, famous, awesome looking, just all around amazing pony!"

John nods excitedly, "Okay, I can do that. Are you ready to become a really kickass pony?"

Ben closes his eyes and holds his arms out wide, "Yeah dude I'm ready. Hit me!"

John starts the spell: "Aaaaka Mmmmmba..." John picks Ben as the target for the spell and focuses on changing his entire body. John clears his mind as he thinks of a form for Ben to be turned into, 'Alright, who's an awesome pony? Ah, well that's obvious...'

John grins wide as he imagines the pony vividly in his mind, knowing Ben will appreciate his choice. With the pony chosen, John finishes the spell "...Penaba!" 

John’s eyes light up as he sees white fur immediately start to spread across Ben's arms. The spell is working!

"Oh man, it’s working!" Ben says with excitement.

John’s heart rate quickens as he feels jealous of Ben. Actually turning into a Friendship is Magic pony? It is like, their dreams come true! "Dude, Ben, what’s that feel like? Do you feel that fur growing?"

Ben looks down at his body, a whole host of feelings going on in there. "Yeah I..." he pauses for a second, his jaw starts to tingle and feel the same way as the rest of his body. His hands slowly close up on themselves, fingers shrinking and his fingernails melding into one another, the same happening to his toes. His bones and joints begin to change, his entire body starts getting smaller and his balance starts to falter as his back bends forward. The fur rapidly spreads across all areas of his body and a pressure emerges from his lower back.

John can just stare in pure amazement as he watches his friend’s form twist into something new. Ben’s clothes begin to appear baggy as his friend shrinks into his shirt and pants. Hooves then burst out of his shoes, and out back a brilliant blue tail starts to appear.

John practically squeals in excitement as he watches the transformation near its finish. "Dude, Ben you're going to love it! The transformation looks like it’s working PERFECTLY! And wow, are you going to be happy with how you look, Vinyl Scratch is the coolest pony ever!"

A flash of panic shoots across Ben’s mind and he looks up at John wide eyed, unable to talk as his new muzzle extends out and a piercing pain shoots from his forehead. He reaches his new forehooves down to his crotch, attempting to save his last vestiges of manliness. It’s no use, through his hooves he feels his cock shrink away to nothing and get pulled inside of him. His hooves scramble around in a panic trying to find where it went, but all they find is a large, wet slit between his legs.

John is confused at his friend’s worried expression. "What? Something wrong with Vinyl? You said you wanted to be a cool pony..."

Ben feels his new sex finish forming and then his, no, her teats start to grow into round mounds that settle nicely between her legs. A few more strange sensations follow as her body settles and the entire transformation completes. Ben blinks, it’s over, the transformation worked perfectly, and now she is a mare, she’s female... Just as that thought crosses her mind, she feels something strange take hold of her mind. She feels compelled to look at her roommate. Her roommate, John, looks like he has some sort of aura glowing around him. Ben feels a mental fog fall over her mind for a second.  Her mouth move on its own, "John, I'll do anything you want..." 

A second passes and she shakes her head, what the hell was that? And what did she just say to him? Well, there are bigger issues at hand here. Ben turns to John and growls, wincing at his new feminine voice, "WHAT. THE. FUCK! Vinyl Scratch, the mare?! You made me into a fucking girl?! What the hell is wrong with you?! God dammit, dude, I can literally feel a fucking pussy between my legs right now. A GOD DAMN PUSSY! Jesus Christ! This is not cool dude! Not cool! Fix this! Fix this right Goddamn now!"

John takes a step back at hearing his friends sudden aggression, "Whoa, sorry Ben, I didn’t even think about that part of it. You never really specified gender you know, all you told me was turn you into a cool pony." John pauses for a second as he thinks back to the first words his friend spoke after ‘she’ changed. He was going to ask her about why she said that, but wait, what did she say? John scratches his head, Ben yelling at him made him forget what she said before she started yelling. Oh well, it clearly wasn’t anything important.

Ben sits for a second to think, "Urgh, I didn’t specify it because I thought it was obvious! Why would I want to be a mare? I want to be a pony that is cool AND male." Ben shakes her pony head. "I mean honestly, who turns their best friend into a girl? You thought I would be okay with this? Why would I want a cunt?" Ben shivers at the very thought of what she has between her flanks. "How can I fuck bitches when I’m a bitch myself?! Urgh, did you at least do a good job with the rest of the spell?"

John sighs, "Yeah, go look at yourself in a mirror dude, you look great."

Ben doesn’t want to see herself, but before she realizes it, she finds herself turning around to look at the mirror. Uh, okay? She looks at her face in the mirror as John apologizes once more. "Yeah, like I said, sorry man. I didn't even think about gender. But you look great otherwise, so the spell clearly works for—."

John’s train of thought gets derailed as he sees Vinyl's tail flick randomly, showing that she really is a female where it counts. Her glistening sex isn’t just female either, it’s also properly equine shaped.

John clutches his pants as his horsecock pulses with excitement at seeing the correct species in front of him. "Holy... fuck." John bites his lip as he finds himself staring at the mare’s flanks. His new cock practically rips his pants open as he traces her curves with his mind.

Ben turns back to John, "What... Oh lord..." she stares at John's bulge, her new sex involuntarily twitching a little. Ben tries to swallow but finds her throat dry, "H-How long do these spells last again?"

"Like, an hour?" John mumbles, trying not to think about his roommate as a mare, but her feminine voice just turns him on even more. 

Ben turns back to her reflection and is just speechless. "Well, at least we know this works, and I gotta admit, Vinyl looks unbelievably cute in person. Forget human girls man, here’s the new plan. We both get stallion bodies, then we find some girls, then turn them into mares, and then we fuck them senseless."

John nods, not really paying attention and still thinking dirty thoughts about the mare in front of him. John lowers a hand to his pants, trying to restrain himself as a million erotic thoughts fill his head.

Ben waves a hoof in front of him, her adorable voice poking through his arousal haze, "John? You with me buddy?"

John looks at her adorable face and wants to just kiss her right here on the spot. He wants to lick her nose and nibble on her ears, then move down further south...

Ben feels a small wave of panic as he sees John’s eyes take in her entire nubile body. John is practically drooling as he looks at the pony’s curves. "John, don’t even think about it man!" Ben flicks her tail down between her legs. "John! JOHN!!"

        John shakes his head to bring himself out of his fantasy. "Ah! Sorry, Ben, I don’t know why I’m thinking these thoughts, you’re my best friend!" 

        Vinyl/Ben takes a step back, "Don’t do anything you’ll regret John..."

John looks back at Vinyl’s cute little muzzle and fights back the urge to kiss her right on the lips. John grits his teeth, "Ben... I need to change you out of that... amazing body. Right away, you don’t understand man, you gotta... gotta change you before..."

Ben nods eagerly, "Yes! Yes, please do! Change me right now! Go, go go!"

John looks up with worry. "Okay just sit down and let me cast the spell."

Ben rolls her eyes. "I’d much prefer to stand, now ju--." Ben abruptly stops talking as she realizes she just sat down. She blinks. What the fuck? No, I want to stand. Okay, stand! Stand? Ben struggles but her muscles are frozen in place, something is forcing her to sit. Her mouth goes dry, "Hey, John? I can’t move my hind legs. Did you do something to me? I can’t stand up!"

"You can stand if you want..." John mumbles as he ignores her, and clears his throat as he focuses on the spell. He just has to cast this spell once more, turn Ben into a stallion, and then everything will be fixed! "Aaaaka Mmmmmba..."

He breathes a sigh of relief at doing the right thing here and changing her out of that form before he something he would regret. Man, who knows where things would have gone if Ben was a pony John actually clopped to. Vinyl was cool and all, but John was never really that attracted to her. Now, if Ben had been turned into a pony John actually found sexy, someone like...

"Penaba!" John yells the final word to the spell, realizing he just finished the spell. John frowns, wait, what pony is Ben changing into? Did he even pick a pony in his head? John looks over at Ben. "Dude, what pony are you becoming?"

Ben mumbles, "You’re turning me into a stallion, right?" Ben's fur turn yellow. 

John’s pants unbutton themselves and his cock bursts out of them as it realizes what pony is being formed. "Oh... my god..." John mumbles as he sees Ben’s cutie mark slowly changes into three pink butterflies. 

Ben’s eyes close, her whole body shivering a few times, a sigh of relief as the horn disappears, but she could still feel her mane and tail growing. What’s more, she starts to feel something growing out of her back. "What stallion did you pick? ...John?" Ben feels worried as she notices her voice sounds even more feminine than it already was. "I'm scared to open my eyes, can you tell me who I am now? Am I a pegasus?"

John feels his heart race and his hand finds it's way to his now fully exposed cock. Oh god, not Fluttershy. Not the mare that he has an unhealthy sexual obsession over. For years he has been clopping to Fluttershy almost exclusively. He writes erotic fanfics about her, draws erotic art of her, hell, he even owns several yellowed colored sex toys based off of her! 

John’s mouth drops open as that very mare comes into shape before him, and he can’t help but start to stroke himself at the sight of the her. She looks so innocent, so gentle... so drop dead sexy. John’s eyes nearly pop out of his head, Fluttershy in the flesh turns him on more than any of those thousands of rule 34 pics he has of her.

Her eyes still closed, she speaks up again, "John!? Are you there? What body is this?"

John ignores her and just keeps fapping, bringing his second hand down to help accommodate his new, larger cock. Actually seeing Fluttershy, combined with the intense feeling his new massive cock is giving him, it’s all just too much and his brain is flooded with waves of pleasure which start to erode away at his judgement.

Ben’s eyes are closed, too scared to see what form she has. "J-John are you there? Which pony am I?" Her voice is much more feminine than before, confirming her fears that John probably failed in turning her back into the correct gender.

Ben slowly opens one eye, "John are you— AH FUCK!" She jumps back in disgust at the sight of John stroking himself just a few feet away. Suspecting the worst, she lowers a hoof down to her still female sex, "I’M STILL A GIRL?! Holy fucking fuck! Jesus goddamn christ how hard is it to fucking--."

John stops fapping, then frowns. "Stop swearing, you should talk softer when you’re in that body. I mean, you’re going to ruin Fluttershy for me if you swear when looking like that."

"WHY WOULD I WAnt to be quiet?" Ben rapidly lowers his volume, "Why would I want to talk all nice, and soft, and quiet?" Ben’s face fills with confusion as she hears herself tone down her volume. Why isn’t she yelling anymore? Well, whatever, she still has a message to give. "Look, John, you said you had these spells practiced, right? Is it really that hard to give me my cock back?" 

John awkwardly stuffs his erection back in his pants, but his eyes remain fixed on her flanks. "You look really good." Ben glances at the mirror, sighing as she sees a flawless rendition of Fluttershy. John repeats himself, "You look really good."

Ben nods and her mind finds itself agreeing with John’s command. She does look really good. Ben smiles for a moment at his reflection, she was such a nice pony. But nice pony and good looks aside, Ben wants nothing to do with being a mare. "Okay, John, can we try this again dude? Just cast another transformation spell as quickly as you can, okay?"

John bites his lip, "You’re not swearing, but you still don’t sound like her. Talk exactly like how Fluttershy talks, okay?"

Ben glares at him as to say, ‘are you fucking kidding me’. But then she opens her mouth, "Okay John, I’m sorry. Now, umm, if you wouldn’t mind... can you change me back, please?"

        John slowly shakes his head. "I-I don’t want to..."

Ben takes a step away from him, "But hey, no. John, I know you have a special thing for Fluttershy, and I know I do look really cute... but I don’t want to be this pony..." Ben swears to himself, why was she talking like this? She wanted to scream and swear and threaten to kill him, but yet, all she could do was speak softly. "I want to be a stallion, okay? That was the plan, right?" 

John shakes his head to clear his thoughts. He realizes he told his best friend he wanted her to stay as Fluttershy without even thinking about it. He sighs and looks back at the most beautiful mare he has ever seen, intending to apologize. But the second his eyes land on her flanks his mind immediately starts to think dirty thoughts again. Every part of her body was just... No! This is his friend, he can’t do those things to her.

        Ben stares at him, "Are you okay John? Can you please change me back?"

John nods slowly, "Yeah, yeah sorry Ben. I'll fix this."

Ben gives John a smile, "Oh, thank you thank you!"

John holds up a hand, "Well, I’ll change you back... but I just wanna look at you first, okay?"

"Umm, okay?" Ben shifts uncomfortably on her hooves. 

John walks up to her and rests his hands on her back. His eyes close as he feels the fur between his hands. "Wow, you feel so soft, it’s everything I ever dreamed of."

Ben sweats with worry, John is losing it here. "Umm, John, what are you doing?"

John pets the pony of his dreams, "Shhh, it’s okay, it’s just a pet. You’re okay with this."

Ben twitches as he feels the petting start to get comfortable all of a sudden. He realizes he’s totally okay with being petted, just like John said. What the hell is going on? Anything John says seems to affects him.

John takes his hand away and looks the pony up and down. He wants to see every part of this magnificent creature. "Fluttershy, can you--." John laughs for a second and corrects himself, "Sorry, I mean Ben, do a nice slow twirl for me so I can see your whole body."

Ben raises her eyebrows, "That’s a little weird, isn’t it? I’m not a fashion model--hey!" Ben realizes he is doing a slow, almost seductive turn in front of John. "John I can’t control myself." Ben panics in earnest now as she shows all of her sides to the male. Why is she doing this? Why does she have to do everything John asks? 

John is lost in thought as he watches the pony gracefully turn around, and then around again. He holds up a hand, "You can stop spinning now, thanks." 

Ben obeys the command and panic continues to flood her mind as she finds her body clearly not under her control anymore. "John something is really wrong here."

"Mmhmm..." John mumbles as he stares at the sight before him. Fluttershy stopped her twirl at the ‘perfect’ time. She is facing away from him, her ass pointed directly at his face. John licks his lips as he stares at her hind quarters. Years of clopping to these flanks made the sight nothing new, but seeing it in person is so much more exciting. If only that tail wasn’t in the way, how does she really look under there? John chews on his lip for a moment, he should ask her to lift her tail. Wait, that would be pretty creepy wouldn’t it? I mean this is his roommate after all. Wait, she would understand, right? He just wants to look at it once, then for the rest of his life he will know what it looks like! Yeah, just a peek.

John clears his throat, wanting to ask her to lift her tail. In his excitement thought, he sort of forgets the subtlety. "Ben, show me your pussy."

"Wait, no..." Ben’s eyes widen in sheer horror as she feels her legs widen her stance. A second later she finds herself leaning forward, and finally she seductively raises her tail out of the way. Her pussy isn’t just visible, it’s on a grand display. Ben’s mind is in full blown panic. Why did she do that!? Why is she acting like this? Why is she under his control!? Why does she... wait. Ben’s pupils go wide. It was the spell! The spell from earlier! The aura John gave himself that let him control all females! It is still in effect, and Ben is a female! Oh god... 

John’s heart skips a few beats as he sees the mare of his dreams presents her sex to her in an erotic fashion. "Holy... fuck," John gasps, nearly fainting from the rush of blood to his cock. He grabs his cock once more, and starts fapping furiously to the best pussy he has ever seen in his entire life, which was now presented to him just inches away. For a brief second he thought maybe he shouldn’t be fapping with his roommate right there in the room with him, but, nah, she’ll understand. And hey, she willingly showed him her pussy! Clearly she is into this, in fact, she probably finds this whole thing as erotic as he does.

Ben stares with embarrassment as she looks back at John getting himself off. She feels herself blush at seeing such a thing, the fact that she feels completely and utterly exposed certainly isn’t helping her case either.

John stroke himself even faster as he takes in her appearance. "Ben, I could stare at your pussy all day dude. I’m not even joking, it’s just... oh my god, I don’t think you understand how fucking hot you are."

Ben whimpers as she realizes her predicament. She has to do everything John says right now. The only good news is that it appears John doesn’t know Ben is actually under his mind control. That’s a very good thing. If John actually found out that Ben had to do what he said... Well then John would know he could have his way with Ben, and if John started fucking her, oh god, what did the spell say? If she got fucked while under his control, both the mind control, and the body she was in would become permanent?!

Ben lets out a sad cry, she is in so much trouble here. She can’t let anything slip, she has to ensure John doesn’t realize he’s in control. Not only that, she has to somehow last an hour in this body!

Meanwhile, John’s mind just melts, he was almost envious of Ben for having such an amazing body. How could Ben be mad for being given a body that is so fucking hot? 

John’s eyes turn to look at Fluttershy’s adorable, blushing face. God damn, the sight of Fluttershy watching him get off just turns him on even more.  He licks his lips and steps closer, putting one hand on Fluttershy's left cutie mark, while his other hand keeps stroking himself as he stares at her slit. "I’ve wanted this for so long, and now that it’s in front of me it’s a million times better than I ever thought it would be."

Ben’s body begins shaking, trying her hardest to move but none of her limbs obeying, John told her to show him her pussy, and that’s what she had to do until he said otherwise. But no, if she stays in this pose John is going to take things to the next level, what if he fucks her right here? No, no, no! She has to try and reason with him! "Umm, John!? I know I look really good and everything, but can you please remember that I am Ben. I’m your roommate! I’m not Fluttershy! I’m your friend and I’m a guy.  Please, can you take a step away from me?"

John nods and stops fapping. Ben breathes a sigh of relief, but then notices that John hasn’t taken his eyes off of her glistening sex. "So, Ben I was thinking..."

John walks even closer to her, his cock slides against the inside of her leg and he rests both of his hands on her hips, rubbing her cutie marks. "The body change spell lasts like, 1 hour right?"

Ben whimpers, trying not to think about what she’s feeling on her leg. Thankfully she was a pretty tall pony, and standing like this her sex was actually above the height of John’s pelvis. "Well yes, the spell only lasts an hour, but can’t you just--"

John closes the rest of the distance, pulling her ass into his chest and continuing to run his hands all over her flanks, "You’re so fucking hot... There’s no question, you HAVE to keep this body for the rest of the hour. I just can’t get enough of it! I can’t bring myself to cast a spell to change you back, can we just enjoy the hour?"

Ben opens her mouth then pauses, she wants to say no and tell him to reconsider and to please change her back to being a human male. However, her body is receiving other commands, and something else controls her mouth. What was that John said? ‘She HAS to keep this body for the hour?’ Urgh, she finds herself nodding and saying exactly what he is waiting to hear, "Okay John, I’ll keep this body for the hour." Ben winces, that damned spell was more powerful that she thought.
        
John can hardly believe his luck. Ben is actually okay with this? Damn, what a good friend. Well, she probably understands how sexy she is and wants this body just as much as he does! He lowers his head down and rests it on her flank, rubbing his cheek all over her ass and enjoying the scent of her fur. "I love you so much Fluttershy!!"

She winces, "My name is Ben..."

John nods slowly, still smelling her fur. Oh god she smells like grass and flowers, it’s just perfect! "Yeah... well, it’s sorta weird calling you Ben though." He leans back up and thinks for a moment, "So, since you look like her, can your name be Fluttershy right now?"

John starts rubbing his hands all over Fluttershy's hips again, massaging her soft muscles. Ben bites her lips hard, nearly drawing blood from them. God damn it! This is bad, John still calling her ‘Ben’ was one of the only things anchoring John to the reality of who she really is. If she let’s John call her Fluttershy, things would only get worse! 

John continues to rub her thighs, "So what do you think Fluttershy? Can I call you that?"

Ben, no, Fluttershy starts to panic again, she can’t let him change her name! She has been called Fluttershy all her life, she can’t have John just change it to Fluttershy all of a sudden! Fluttershy pauses for a second, wait, why is she referring to herself as Fluttershy? Oh god, it happened already didn’t it? To make things worse, all this contact and the way John is massaging her ass, she can’t help but feel pleasure back there. A small, feminine moan escapes through her lips as she opens them to reply, "Yes John, of course you can call me Fluttershy. Why wouldn’t you call me Fluttershy? That’s my name, that’s who I am John. I am Fluttershy."

John feels his cock surge upwards and hit Fluttershy's underside, her compliance making him even more turned on. "God damn it Fluttershy, you're the best." John takes a half step back and gazes at her equine cunt again. A small part of him is disgusted at just how inhuman it looks compared to a human pussy, but this is Fluttershy we’re talking about, the target of his clopping for years. Any reservation he has about the species before him is immediately dismissed.

He licks his lips,  "Fluttershy, I’ve said it before, but you're pussy is just..." John gets on his knees and inches closer to it. "I want it more than anything Fluttershy!" 

"Uhm..." Fluttershy let’s out a small moan of protest as she feels his breath on her folds. 

John takes a deep whiff on her cunt, then cries out in nirvana, "Fluttershy, this is fucking amazing."

Fluttershy whimpers, the only form of denial she could force out of her body. Her body shook again as she tried to move or do anything, but no muscles complied.

John inhales her scent a few more times. "I could do this all day, pity you're only like this for an hour." John drums his fingers on her flanks as he continued to smell her. "I almost wish you could stay like this forever... But no, you're my friend Fluttershy, this is only going to be temporary!"

        She breathes a sigh of relief and thanks almighty god that her friend is still sane. For a moment there Fluttershy was worried that John wanted to keep her looking like this, but no, it looks like John still remembers that she is actually his roommate and friend. 

        John looks back at the glistening pussy and has to restrain himself from licking it right on the spot. He drums his fingers on her flanks again, her cunt just look so inviting. "It's a shame we can't do anything. The book said no sex right?"

        "That’s what you said before." Fluttershy mumbles quietly.

John licks his lips again, still staring at her cunt, "Fluttershy, what about oral sex? I think that would be okay, maybe? Well I’m willing to risk it if you are Fluttershy. You want me to do it?"

Ben feels herself start to get wet. Wait, no, stop it body! That was a question, not a command! Damn it, come on, that was a question! It’s no use, her mouth opens and she hears herself moan as she repeats his command, "Y-Yes... I want you to do it.."

John feels his cock harden once more and looks back at the pussy which was now practically dripping with arousal. "Wow, Fluttershy, you want this as much as I do!"

Fluttershy winces at the words, wishing he hadn’t said that. Fluttershy knew this exact scene has been John’s fetish for years now, so that only means... She feels her body get even hotter and she starts to get light headed as she feels her pussy burn with unimaginable desire. Her lips tremble, "John, I want this more than anything! I’ve been wanting this for so long!" Images and thoughts flash before her mind as this exact sex scene becomes her most wanted fantasy. Fluttershy finds years of new sexual memories flooding her mind. Thousands of memories of clopping to the idea of John eating her out. She’s never wanted anything as much as she wants John to eat out her cunt...

John’s eyes widen as the pussy before him twitches wildly. It gets so wet that for a second John thinks she might have pissed herself. But no, she just really, really wants this! Grinning like a madman John leans forward, softly brushing his nose around her folds. "I’m glad you feel the same way as me, but let's start off careful. I mean, we both know how sexy you are, but we should be careful here. The book said if you orgasm your body gets stuck... But a few licks can't hurt, right?"

John doesn't wait for a reply, he holds her flanks with both hands and then dives in, putting his tongue on the bottom of her huge slit and giving it one slow lick all the way to the top. John feels a shiver down his spine. He went down on one girl before, but it was nothing like this. Fluttershy tasted sweeter, much more exotic, and just... erotic. The realization that he was actually getting with a pony makes him lick faster and faster.

Fluttershy lets out a long, slow moan through closed lips, nothing in her life had ever felt this good. Years of her fantasies were now being delivered to her. She lowers her head, tears dripping down onto the floor as she realizes the magic is messing with her mind and playing tricks on her. She tells herself mentally ‘It’s just an hour, just an hour, I can last this.’ 

John gives her another long lick and she screams out in pleasure. The sound of Fluttershy moaning practically sends John over the edge, and he forces himself to stop licking for a few seconds. "That’s amazing Fluttershy, can you moan some more? Just keep moaning for me."

Fluttershy trembles at the response, but her mouth mechanically opens, letting out a steady stream of deeply feminine moans. She realizes the sound is actually getting a little bit more turned on..

John closes his eyes as he hears the girlish moans continue on and on. Oh god, his roommate is the best, she plays the part of Fluttershy so well! He continues to mash his face into her pussy. He tries licking up every drop of her moisture, which ends up being a considerable amount. As he licks her again and again, the flavor and sounds of Fluttershy nearly push him over the edge. He pulls back and gets some air, realizing he almost just came without even touching his dick these past few minutes. Phew, can't have that, no, this needs to last an hour!

Ecstatic with how things are working out, he rubs his nose into her slit once more before talking to her. "Fluttershy, how does this feel? You enjoying this?"

        John goes back to servicing the pussy before him, this time using both hands to spread her nether lips wide, and then just pushing his face right into her large cunt.

Fluttershy moans out a sultry, "Y-Yeeees..." She swallows, oh no, she is getting close to climax! The spell seals when that happens!! "J-Johhhn..." her words get cut off as she moans some more. Taking a deep breath, she tries again "I... John... ahhh!" She goes back to moaning again, swearing to herself as she realizes her situation. John told her to moan, so now that’s all she can vocalize.

John pays her no attention as his tongue explores her depths. Up above, Fluttershy’s thoughts are flying at a mile a minute as she tries to figure out something, anything to get him to stop the assault on her pussy. The feeling down below was like a roller coaster screaming downwards. It was getting more and more intense, she doesn’t know how much more she can take, it’s coming, oh god it’s coming. Once this happens it’s all over, she would be nothing more than Fluttershy and would always be a slave to John. "Ahhhh, John....!"

John notices she was getting really wet down here, he’s practically drowning with his mouth inside of her folds. 

Fluttershy cries out again, her skin starting to get all tingly. She isn’t going to last another ten seconds if he continues like this. She’s doomed isn’t she? Fluttershy bites her tongue as she imagines the rest of her life spent as a female pony? No, no no...

John feels Fluttershy squirt again as her moans get even higher pitched. His face gets coated in her juices and John moans himself as he enters pure nirvana.

        Fluttershy’s moans reach absurdly high levels, John grins to himself, "Wow, I’m really good at this, she’s about to climax from this!"

John dives back in, eager to push the pony to that final edge. Eager to show Fluttershy that John is willing to go all the way, to show Fluttershy that John will always be there for her and... John blinks, then pulls back from her pussy and looks up at her. Fluttershy’s eyes had been closed and she was practically screaming with pleasure, but as soon as John pulled away from her she glances down at him. "S-Stop," she moans, "S-stop..."
        
        John’s eyes go wide, "Damn, you're close aren't you?"

Fluttershy bites her lip and nods, she knew she was literally only seconds away from orgasm, and praised any and every god out there he stopped when he did. She moans again, then reflects on how she felt. As horrifying as that was, and as thankful as she was that he stopped... at the same time that was like nothing she ever felt. Part of her almost wanted him to keep going. She moans again, involuntarily.

John laughs, "Come on, stop moaning, Fluttershy. I’m not even touching you anymore!"

Fluttershy stops, letting out a sigh of relief as she does so. 

John licks his fingers while staring at the cunt before him. "Damn, we're going to have to work on your stamina! You need to last longer than that in the future!"

Fluttershy, still stuck in the post of holding her pussy in the air, looks back at him with scared eyes. "You said this is only for an hour."

John nods, then leans forward and starts licking her thighs, careful not to set her off, but still wanting more Fluttershy on his tongue. "Mmhmm... But you know, tomorrow or later tonight or something. Once the spell wears off, we can do whatever for a few hours, and then maybe later tonight we can do this again! We could do this every night, right?"
        
Fluttershy swallows the lump in her throat, "Yeah, sure." The offer was actually very tempting, that did feel better than anything she ever experienced before. Oh well, all that matters is this hour finishes and she changes back. Maybe later on she could like to do this again, but without this mind control screwing with her head!

John pulls back away from her sex and sighs. "God, that was even better than I dreamed it would be. But since I can't have any more of that without setting you off..."

John looks up at her face and smiles. "Come over here Fluttershy."
        
Fluttershy finally breaks her pose, and turns around to face John. She breathes a sigh of relief at his understanding, and you know what, maybe that oral sex thing wasn’t so bad? New experiences are fun. She smiles, glad that it was over and now she could just wait out the hour and reflect on how good that actually felt.

John looks into her eyes and just gets lost in them. She really was the sexiest thing ever conceived. Not only that, John notices she is smiling too. He looks at her lips. "Honey, since I can’t treat you down there anymore, let’s do this instead."

        Before Fluttershy can even comprehend what he was getting at, John leans forward, wasting no time in kissing her on the lips. Fluttershy gasps at the assault on her tongue, but feels herself comply fully, kissing him back slowly. John told her to do this, so that’s what she has to do... Fluttershy feels her tongue slide into his mouth, oh jeez, this is so wrong! 

John practically creams himself as he feels Fluttershy's tongue go into his mouth. She tastes just like she smells, like flowers and grass with a hint of nature. Any other time the idea of kissing a pony and tasting grass would be revolting. But not here, not with his beloved Fluttershy. He kisses her back and runs his hands through her mane, feeling more joy than he ever had in his entire life.

Fluttershy mentally sighs as the kisses drag on and on. She supposes this really isn’t that bad, in fact, it feels pretty good. The way he is tugging on her mane feels pleasant too. She smiles into the kiss, as much as she doesn’t want to admit it, John is actually treating her really well. He was never this kind to Fluttershy back when she was his human, male roommate. Maybe Fluttershy living as a pony isn’t that bad of a prospect...

John breaks the kiss and looks into her eyes. Fluttershy blushes slightly. "Oh, we’re done?"

John smiles, she is beyond adorable. "That’s just it, Fluttershy, I need to go check the time and see how much we have left!" John stands up, then points at the mirror next to them. "Fluttershy, you need to look again at how pretty you are. I’ll be back in a minute!"

John leaves the room to find his watch, and Fluttershy feels herself walking to the mirror. She gasps as she sees her reflection. She realizes John must have told her in a command that she was beautiful, because the pony she saw in the mirror was drop dead gorgeous. Fluttershy couldn’t help but smile, her mane, her smooth curves, she was the prettiest, sexiest thing Fluttershy had ever seen! Grinning wide she does a slow twirl in front of the mirror, then points her rump at the mirror and lifts her tail. Her mouth drops open at the sight of her very own glorious pussy. It looks so good, no wonder John goes wild over her!

"I look amazing..." Fluttershy mumbles, staring at her glistening sex. She clenches her legs, watching the pussy wink itself. Fluttershy feels a wave of happiness, quite satisfied about having a pussy of her own, it just looks so erotic and she’s always, always been clopping to the idea of being with John and having him lick her cunt and... Fluttershy blinks and shakes her head. Urgh, she curses to herself, knowing that this is just layer after layer of mind control spell affecting her thoughts. But still... she does think she looks pretty cute, and her rump is just so sexy... 

"Okay honey, I’m back!" Fluttershy looks up to see John walk back in and put an egg timer on the counter. "We have about twenty minutes until you change back, so come over here lover."

Fluttershy grimaces, but automatically starts walking towards him. "Umm... lover?"

John nods as she gets close. "Yeah, we’re lovers, Fluttershy."

Fluttershy winces, really wishing he didn’t define them like that. There was enough mind control on her already, who knows what this new command will do to her thoughts. She feels her mouth drop open, "Aww, I love you too John..." She trots over to him and pulls John in as she starts willingly kissing him with her tongue.

John just smiles and joins in the kiss, reaching one of his hands down to his pants and pulling out his horsecock once again. He still hasn’t gotten off, which was probably for the best, since doing so means he would be stuck with a pony’s cock for the rest of his life. Well, not that that’s a bad thing, after tonight he plans to find some girl who likes ponies and turn her into Fluttershy. A mare partner for life will probably prefer a horsecock on him, so really he might as well keep this one.

Fluttershy continues to kiss him, noticing that she is enjoying it even more this time. Probably since she considered John her ‘lover’ now. She sighs on the inside, this is getting absurd, thank god its all going to be over soon. Kissing was actually a fantastic idea, it was a pleasant, safe way to run out the clock!

John’s eyes widen and the mare gets even more energetic in her kissing. Damn, she really must like him. John smiles with his mind made up, he no longer had any desire to have a human cock, time to seal this one in. While kissing he brings one hand down to start fapping. 

Fluttershy’s ears hear the noise, and she tries to ignore it. Whatever, not her problem if he cums. He can fap all he wants, doesn’t affect her. 

John reaches with his other hand and grabs one of her hooves. She giggles, holding hands with her lover is really romantic. She notices the sound of him fapping stopped, and she feels him bringing her hooves towards something.

"Mm!" Fluttershy speaks up in the middle of the kiss as she feels her hoof get placed on his cock. 

She breaks away from the kiss, but John speaks before she can, "It’s okay, it’s just my cock, give it a few strokes honey."

Fluttershy bites her tongue, realizing she had no choice in the matter. She awkwardly wraps her hoof around his member and starts to give him a hoof job. John sits back and watches her get him off for about thirty seconds. Finally he speaks up, "Not bad, but hooves don’t really work that well for this, do they?"

She nods but continues to do as he says, "No... they don’t..."

"Maybe you should try something else, hmm?" He grins, then smacks his lips together.

        Fluttershy’s eyebrows raise. She loves John, but doing that? No way, that would be gross! Urgh, she shakes her head and fights back the wave of nausea.
        
John puts a hand on the top of her head and starts to force her head down. "Fluttershy you’re a pony mare. It’s in your blood, you love the taste of horsecock."

        Fluttershy ’s breath gets caught in her throat, no, she needs to go, she needs to get out of here... but... she looks back at his cock, her throat automatically swallowing, her tongue drying up, she needs a taste... she wants a taste. 

John pushes her head lower and her muzzle gets in reach of his cock. He feels her tongue gingerly lick his cock once. Then there is another small lick. "That's right Fluttershy, blow me.

That was the catalyst necessary for her, almost immediately her muzzle opens and surrounds the head of his stallion cock, a need for his cum overtaking all other functions as she sucks him off. Fluttershy mentally gasps, she didn’t even know how she knew how to do this! Yet here she is, licking, bobbing, and sucking. John runs his hands through her mane. "Oh yeah, that’s the stuff, keep going Fluttershy..."

"Mmhmm" She mumbles in between slurps. She didn’t even need to hear that command to keep going, this was nothing short of amazing. She could taste his feral precum now, and combined with the musk of his crotch there was an overpowering flavor that she knew she would never forget. But yet, as wrong as it was to be licking a stallion cock, John told her she would love the taste, and oh god, does she ever. Fluttershy moans through her full muzzle, and she does everything she can think of in order to get to his cum. Her tongue slathers at the underside of his bestial shaft as she tries to force him deeper into her.

John joins her in moaning as he feels his cock enter the pony’s throat. Dear god, she’s starting to deepthroating him already. "Ah, F-Fluttershy, I’m not going to last much longer!"

Fluttershy hears this and slows down, she wants make this last! His cock tastes so absolutely wonderfully terrific, she needs the milk this out for as long as possible! Though, as good as he tastes, Fluttershy knows his cum is going to taste even better. She needs it all! She lifts a hoof to play with his balls, as she pushes forward even more, watching inch after inch of cock slide into her mouth and go further down her throat.

John rubs the back of her head. "Yeah, you love this, don't you Fluttershy? You love every bit. I bet this turns you on..."
        
Fluttershy feels her body respond to his commands, and she feels her pussy get considerably hotter and slicker, she doesn’t know where she wants his cock more, down her throat, or in her cunt. The more inches she got into her mouth, the more she felt the need for something to fill her other hole. Ah, she needs more of it, she has to have this cock deeper!

*Boop*

Fluttershy pauses as her nose hits the soft fur of his crotch. She blushes, wow, first time blowing him she was already down to the hilt. And considering the size of his stallion cock, that’s no small feat.

John looks down and bites his lip as he sees Fluttershy looking up at him with almost two feet of his cock down her throat. "Fluttershy... Holy fuck..."

John sniffs the air, is that? He moves his head to the side and glances at her back legs. John’s eyes go wide, she is literally dripping wet back there. Fluttershy is so turned on that John can actually smell her arousal. It’s too much for John. He’s been clopping to Fluttershy for years, but to see Fluttershy this aroused over blowing him? It’s a dream come true! 

John’s cock twitches in her mouth, and John lowers his hands to Fluttershy’s shoulders, holding her in place. "Fluttershy, you've done a great job, but I'm going to take over here."

"Mmhmm," Fluttershy mumbles through a mouth full of tasty cock as she looks up at him. A second later John starts thrusting his pelvis as he holds Fluttershy in place, fucking her entire muzzle.
        
Fluttershy smiles, well, as best as she could at least. Her stallion was so nice, allowing her to enjoy the feel and taste of his cock, and not making her work on it the whole time. She shivered from the sensation of being rammed in the mouth, then reaches a hoof down to her own sex and starts to pleasure herself. 

John sees Fluttershy's eyes smile at him and watches her start to masturbate. She likes this! Here he is, actually fucking Fluttershy, and she is enjoying it! That thought sends him over the edge, and he feels himself climax. He pulls his cock out of her throat and rests it in her mouth as he feels his cock flare and utterly explode in cum.

Fluttershy was gently sucking on his flared head when it suddenly started spurting. The first wave of cum catches her by surprise and she almost chokes. She quickly swallows it all, only for another spurt to fill her mouth, and again, and again. The taste of it practically sends her over the edge, and she feels herself squirt even more mare juices around the hoof she has buried between her legs. More, she needs more! More cum from him, more pleasure between the folds of her sexy pussy, more everything! More of John! More of her lover!

        John yells in feral pleasure as he feels her literally suck him dry. He knew his new orgasm meant his new pony cock was now a permanent part of his anatomy, but he was more than okay with that. And seeing how Fluttershy just gulped down about a cup’s worth of his horse cum, she seems okay with it too! He lets out a sigh of pleasure as he slowly pulls his softening cock out of her mouth. "Fluttershy... how was it?"

Fluttershy pants, she might not have been able to breath for some of that, but ohh it was so worth a belly full of all that delicious cum. She smiled at John, her lover. How can she respond to the question he asked? Hmm...

Rather than say anything, she slowly turns around and presents her pussy just like she did before. Fluid was dripping down both of her legs and she looks back and him and wiggles her ass. "I need you inside, sweetie."

John was willing to bet that never before in the history of men has someone gone from soft to hard as quickly as he did right there. 

He takes a few slow breaths, "Fluttershy, I love you and want you more than anything... but we can’t do that honey. If you orgasm you’re stuck like that..."

Fluttershy looks back at her lover, biting her lip. Why wasn’t John fucking her? She knows her pussy looks amazing, she knows she smells great... maybe she needs to do something else? Oh, she knows! How did she do that winking thing before? That’s how ponies showed they were ready right? Let’s see, it was just...
        
John was debating if maybe he could give her just the tip. That would be safe right? Maybe just one slow thrust, then he could pull out and that would be that? Yeah, maybe-- Suddenly John see motion out of of his eye and realizes he no longer has control over his body. She is winking at him? Fluttershy is actually winking her pussy?! She wants her stallion to mate with her delicious folds? Holy sweet fucking christ.

John lurches forward, his cocks hit its mark a second later, and he lets out a deep moan as he feels a full two feet of his horsecock ram into her wet tunnel

Fluttershy cries out, both in extreme ecstasy and pain "FUCK!" Ben stops moving, and catches her breath, holy shit... she wanted him, but oh god that hurt incredibly bad. "S-Shit, John... please... just a second..." 

        John freezes halfway into her, giving her virgin pussy time to adjust. He bends over and nuzzles her cheek softly. "You okay Fluttershy?"

Fluttershy turns her head to his, licking his cheek in return, "Thanks... that was... just a little much on my first time..."
        
John blushes. "Sorry honey."

Fluttershy stays still for another minute, allowing her walls to conform to his size. It was incredibly tight still, but overall it felt better and the pain began to fade. She kisses his cheek. "All yours."

John starts again, slowly this time. He gets it in about 80% of the way, then pulls it out before ramming it in again slowly. "We gotta make this last Fluttershy. We don’t want you to orgasm, so we gotta do this slow." John sets a rhythmic pace, enjoying the feeling of her slick tunnel immensely. He looks up at her and feels curious, "How do things feel on your end? You know, you being a girl for the first time and stuff."

Fluttershy lets out a soft moan. It is kind of odd feeling a cock inside of her, but wow, the pleasure from being on this end of things... Ben remembers wanting to be on the other side of things, she wanted to be the one with the cock. Haha, she grins to herself as another wave of pleasure comes off her slick pussy. Being on the other side of this? No way José! She knew this was better in every way, shape, and form.

Fluttershy squeezes her cunt around him, making his thrusts slow down. "Fucking hell dude, this is fucking glorious on my end! The feel of your horsecock ramming into me is goddamned amazing. How does it feel for you?"
        
John lets out what's best described as a whimper. "Aaamm.... oh god. Fluttershy you’re so tight!" John check the clock with a quick glance "This has been the best 55 minutes of my life Fluttershy."

She grins widely, "Mine too, dude!"

John leans into her and buries his nose into her mane, smelling her body once more. "You're perfect Fluttershy, everything about you. You’re better than I ever imagined."
        
        "Yeah, it’s been great John, I’m glad I got to experience being your mare."

"Let's change positions Fluttershy. As much as I love taking you from behind, how about you lie on your back?"
        
Fluttershy nods, who is she to deny someone making her feel so incredible? She carefully flips her body over with the cock still inside of her slick pussy, she doesn’t want to get off his cock even for a second. A moment later they are perfect. Fluttershy is on her back with her legs spread, and John is fucking her while his face is only inches away from hers.

Fluttershy licks his face. "I love you, John."

John moans at a particularly deep thrust, "Ohhh, I love you too, Fluttershy."
        
John keeps a steady pace of deeper and deeper thrusts. They should’ve stopped a long time ago, Fluttershy could orgasm at any time here really. But no, it feels too good, just a little longer!

Fluttershy leans in to kiss him. He meets her lips while leaning into her, her tongue immediately tangling with his. She wraps her back hooves around him, pulling both ends of John deeper inside of her.
        
John moans softly into her lips, her willing embrace almost sending him over the edge. He deepens his kiss, and tries to push his cock even deeper into her but instead feels Fluttershy's fur brush against his pelvis.

Fluttershy gasps while kissing him, their crotches touching just as she could feel him bump up against her cervix. They are a perfect fit! This is how she is supposed to be. She is perfect as Fluttershy, her body is practically custom made to make love to John! She feels her climax starts to draw near...

        Fluttershy breaks the kiss, the moves to his ear and whispers: "Finish inside." 

Her pussy tightens around him, begging him to give her his seed. John gazes into her eyes. He knew she wants him, she wants him probably just as much as he has always desired her.

John felt his cock start to flare, he knew they didn't have much time. He glances to the counter to check the time. "Fluttershy..."

        "Y-Yes?..." She gazes into his eyes, her body trembling from a fast approaching orgasm.

John smiles at her nervous, highly feminine voice. "Fluttershy, we have 55 seconds until you change back."

She bites her lip and continues to grind her pussy against her shaft. She has the power to make that 55 seconds turn into a lifetime. She could spend the next 50 years as John’s pony slut... but should she...?

They stare into each other’s eyes and John continues to pump into her. The seconds crawl by and John feels his cock throb, and his balls start to tense. He brushes the mane out of his lover’s eyes. "Fluttershy... Will you be my pony mare? Forever?"

Fluttershy grins wide. "Yes! Fuck yes! I need this, John, I want this! I’ll fuck you everyday John!"  She leans forward, planting a small kiss on his lips. "I love you John!" She knew the mind control had fucked with her head and this wasn’t really her talking. She knew it was just the spell making her feel this way, but you know what? So what. If she finishes this orgasm right now, everything will be fixed like this and she can spend the rest of her life as John’s dream mare. She could live as Fluttershy and be happy with John, her lover, for the rest of her life. Yes. This is what she needs, this is who she wants to be.

        John returns the kiss. "I love you too, Fluttershy." Fluttershy squeals in pleasure as her pelvis explodes in pleasure from her orgasm landing. A second later John rams himself downwards feeling their pelvises meet as his cock bumps up against a wall deep inside of her. John kisses her passionately and grunts as his cock bursts forth, sending a torrent of cum even larger than before. Pint after pint is his seed is pumped deep into Fluttershy. Deep into the mare that was now his for life.
        
Fluttershy screams her muffled pleasure right into his mouth as they kiss, her brain nearly shattering from the pleasure as her pussy convulses again and again around his cock, milking every drop out of him and keeping it in her womb. She feels her orgasm climax and her body tingles as it settles on keeping this form permanently. 

John collapses onto her, utterly spent as their tongues meet once more. Their kiss was no longer one of passion, but one of love. The clock beeps to signifying the hour is up, but they kiss through it, and the minutes pass with Fluttershy remaining 100% Fluttershy. She smiles ear to ear, loving every inch of the body she could now truly call her own.

        A great while later, Fluttershy breaks the kiss. She grins, still basking in the afterglow of her first female orgasm. Well, the first of many, she corrects herself with a giggle. "Fuck, that felt unbelievably good." 
        
John licks her nose. "Sweetie, I was going to say something back there when we were fucking. Come on, we discussed this, no swearing! You don’t sound at all like Fluttershy when you do."

Her ears drop, she likes being and acting exactly like Fluttershy! She is sad to realize she isn’t sounding exactly like the mare she wanted to be. "Oh, sorry honey, it won’t happen again..." Ben makes a mental note never to break character again. She strives to be 100% Fluttershy at all times! That’s what John would want!

...But wait... what the hell? She shouldn’t be able to swear at all. John commanded her not to do it. Just like he commanded her to act like Fluttershy, and he commanded her to love him. That’s all supposed to be permanent! That’s why she loves John, the spell...

John, who was idly petting her head, notices her confused look. "Flutters, what’s the matter?"

She creases her eyebrows, "You said the transformation spell wore off after we finished making love and it’s permanent now." John nods, so she continues. "Well, I was just, umm, thinking about ‘your neighbor’. How long ago did the mind control aura you had wear off? Shouldn’t that have lasted just as long?"

"Mmm, not quite honey. Remember I casted that spell quite a bit earlier than the transformation I did to you, so it ended a while earlier." John tilts his head as he does some mental math. "The mind control aura on the neighbor wore off... about twenty minutes ago? Which would have been about a minute or so after you started blowing me. Like, right before you started deepthroating me, and before I came into your mouth. Yeah, right about there. Why do you ask?"

Ben feels his heart drop. She did that... willingly? She was getting aroused by the taste of him, she finished sucking him off, and she then asked John to fuck her? She was kissing him, grinding her cunt into his cock, and dreaming of years of fucking him, all with her will intact? No mind control at all? For the rest of her life, she wanted to have a pussy, and wanted to spend all her nights fucking stallion cock? She did it all that with her own free will?! She stares at her hooves, and then looks at her pony body. She... wanted this!? 

John scratches her ear. "Everything okay honey?"

A slow smile crawls across her face. "Yes."
> The Most Generous of Cows - - [Animal TF, Raricow, milking]
> --------------------------------------------------------------------------











Set in an Equestria where cows are unintelligent farm animals...
Rarity sets the bottle down and paces her living room. She glances in the mirror once more and checks out her figure. “My mane and tail: perfect. My waist: perfect. My eyes and face: perfect. My manicured hooves: perfect. My toned ass: perfect.” Rarity twirls around and checks the last part of what makes a mare attractive. “My teats: ....not perfect. Not perfect at all.” 

Rarity sighs as she looks at her tiny teats, they were practically as small as Sweetie Belle’s, and she’s just a filly! What stallion would ever want to marry a grown mare with such small mounds?

Tears well in her eyes as she turns away from the mirror and trots back over to the bottle she set on the table. She bought it on the black market and it cost her nearly a thousand bits. The shadow vendor told her it was made using dark magic that was learned from captured changelings, but it gives the owner bigger teats! It seemed almost too good to be true, but she was so desperate for bigger teats that she had to buy it.

Rarity uncorks the bottle and gives it a sniff. It smells like milk mixed with something potent. Hmm, Rarity ponders how much to drink. Is she supposed to just take a sip, or drink the entire thing? She probably should have asked the shadow vendor that question. 

“Well, go big or go home. This better get me a big, strong lover...” She laughs softly and tilts her head back and chugs the entire potion, giving an uncharacteristic belch as she finishes. “Oh, excuse me. I am certainly glad Sweetie Bell isn’t home to hear that dreadful noise.” 

Rarity yawns deeply, feeling really tired all of a sudden. She sets the bottle down and glances at the mirror, waiting to see if her teats plump up. Her vision starts to go hazy and her eyelids droop. “Maybe... a quick nap. Just going to nap for a few minu—.”

She slumps forward mid sentence, and passes out before she even hits the floor.


~~~~~~


“Mmmmphmm” Rarity groans from her spot on the floor. She opens her eyes and looks around, noticing that it getting dark outside. “How long have I been out for?” She rubs her face with a hoof and sighs. “Well, looks like the potion was a scam. I think I just paid 1000 bits for a sleeping potion.”

Rarity sighs again and shakes her head, resigned to her fate as being the mare with the smallest teats in town. She slowly picks herself off the ground and stands up on all fours, only to immediately notice something feels very different down where her teats are. She pauses for a moment and swings her hips, feeling her teats swing heavily with the motion of her body. Her face lights up “I can feel them, and they feel huge! The potion worked after all!”

Rarity lets out a squee and trots towards her fashion mirror. She can feel them jiggle with each step she takes, and her mind starts to fill with fashion ideas on new dresses she can make that will show off her new assets. 

She is halfway through envisioning a new skirt with transparent slices, when she sees her reflection in the mirror and stops dead in her tracks. Her teats are not just larger, they are massive. They are sagging down past the hock on her legs, and they have four nipples. 

Rarity’s chin trembles, she didn’t have cute pony teats with two nipples, she had a gigantic set of four. She somehow grew an udder. A cow’s udder! She feels her heart start to panic and she backs away from the mirror, trying not to think about the feel of the massive udder swinging between her legs. “It’s okay Rarity, we can fix this,” she says in a shaky voice and slowly trots over to the empty potion bottle. 

She picks it up and reads the text out loud, hoping it included a mention of a cure. “Transformation potion targeted to increasing teats. Avoid handling the transformed body parts for several days after use. Untested changeling magics, use at your own risk.” Rarity sets the bottle back down and grits her teeth. This result is hardly what she wanted from that potion. She wanted bigger teats to attract stallions, what is she supposed to do with animal udders! Who would make a potion that gives a mare udders!? 

Rarity face hoofs at her own stupidity, now she would have to go talk to Twilight and seek her magical aid in getting rid of these cow udders. Urgh, this is going to be so embarrassing. Rarity ponders how to bring up that conversation but then stops herself as she remembers what date it was. “Oh no, Twilight left for Canterlot today. She won’t be back until next week...”

Rarity laments her situation, realizing she is going to be stuck with this udder until Twilight gets back. She glances back at the mirror, disgusted by her bovine anatomy. Such a filthy creature, cows are. You would think they were close to ponies, but no, ponies are sophisticated creatures with intelligence and fashion. Cows are nothing but mindless creatures meant for living in pens and giving milk. It’s just uncouth of Rarity to now share a body part with those, things. If only there was some way Rarity would cancel this transformation right now...

Her eyes go back to the bottle. What did it say? ‘Avoid handling the transformed body parts for several days after use’. Rarity taps her chin. Hmm, maybe that’s how she can break the spell? If she handles her transformed teats right now, that should interfere with the potion’s effects, right? Will that make teats go back to normal? Mmm, it’s worth a shot.


~~~~~~


Rarity lays down on her back in her bathtub, and rests her hooves on her plump udder. She is hesitant to get started, it just feels so disgusting, so uncultured, to do something like this. Rarity gulps and decides to just get it over with. She starts to massage her new anatomy, rubbing circles in the warm, soft, flesh. 

“Ooooo, that feels rather nice.” Rarity massages her udder some more and feels waves of pleasure roll through her body. She never massaged her pony teats before, as they were too small. Well, Rarity certainly didn't have that problem anymore. 

It doesn’t take long for Rarity to start rubbing her four long nipples, biting her lip as the pleasure becomes even more intense. Feeling moisture on her hooves, she looks down and sees fresh milk. It was flowing out of her udder each time she pulled on her teats! She bites her lip, this is far more than she bargained for, but it feels amazing to tug on her teats like that. 

Rarity loses herself in the pleasure as her hooves work her udder dry over the next fifteen minutes. “More... more...” Rarity pants as she tries to milk herself some more, but sadly realizes she is spent. She closes her eyes and sighs, already depressed that it is all over. Well, Rarity reasons, the act of milking should have altered that potion effects. So her teats should shrink back to normal now. That’s a pity really, she wishes she could milk herself just once more.

With another sigh Rarity opens her eyes and leans forward to sit up and look at her body. She blinks and tilts her head. Is her udder... bigger? She grabs it with her forehooves and inspects it. It does seem bigger for some reason. Hmm, that’s odd, the potion was supposed to be altered by handling her new teats. Shouldn't the udder have gotten smaller?

        Rarity clambers out of the tub, her fur dripping with milk from lying in the bathtub with it. She knows she should really take a shower to clean all that off, but for some reason feels fond of the idea of smelling like milk. She pats her belly as it rumbles, “I am absolutely famished. And since I just shed a couple of pounds of milk, I think I deserve a small snack.”

        Rarity trots off towards the kitchen, her wet fur dripping milk all over the floor as she walks. She passes by a mirror and pauses when she spots a bit of dark color on her hind leg. She peers closer to confirm it, and yes, she has a splotch of black on her white coat. She scoffs, “Must be that silly potion, it not only gave me udders, it gave me a cow’s spot too.” She shakes her head. “I better make sure to milk myself again as soon as possible, it should get rid of that for me.” Rarity bites her tongue as she heads into the kitchen. She knew that milking herself probably wouldn’t remove the spot, but felt eager for another reason to lie down and play with her teats. It just felt so heavenly! Mmm, but she wants food first. Food, then milking. Then maybe more food? 


~~~~~~

        
        Rarity clambered out of the tub again, panting. She’s been at it all night, and she lost count of how many times she’s milked herself. All she knew was each time was more pleasurable than the last, and each time she got more hungry.  She lumbered into the kitchen and opened the fridge, creasing her eyebrows as she looked inside. “Why is the fridge empty? It was full this morning...” She snorts and looks inside the pantry, noticing it is also mostly empty. Her eyes spot a tub in the back, and she grabs it to bring it into the light, squinting to read it better. 

Vegetable Shortening: 25 pounds

        Rarity grabs the tub of fat, grinning as she realizes it was unopened and full. She smacks her lips loudly in anticipation and brings it over to the table. She frowns at the table, it's covered in wrappers and bits of trash from all the other food she ate. She lowers a hoof and dumps all the trash on the floor, then places the tub of fat on the table and sits down. She pops the top and looks around for a spoon. Not seeing one, she dunks her hoof in and starts shoveling the lard-like substance into her mouth, chewing loudly. Man, was she ever hungry.

        Rarity leans back as she swallows another hoof full of shortening. She looks around the kitchen, admiring the mess she made in the past 12 hours. She knows she normally keeps this place spotless but right now... Rarity shrugs, feeling really at home living in a filthy place. She sniffs her foreleg, her nose burning at the rancid smell of twelve hours of sweat and cow milk soaking into her fur. Rarity feels a tingle go down her spine when she realizes just how dirty she has become. It felt really good to her, to just let it all go for once. Drop all the prissy formalities and proper etiquette. Just live naturally for once, you know, like an animal or something. 

Rarity giggles at that thought and continues to scarf down the shortening as she fantasizes about being more and more filthy. She puts her hoof back in the vegetable shortening tub, only to find it empty. Rarity frowns, wishing she had a second tub of that stuff. Oh well, it was probably time for another round of milking. Rarity drops the box on the floor and heads back to the bathroom, pausing to look into the mirror on the way. 

She rears back on two legs and blushes at her appearance, finding it very appealing for some reason. She runs a black hoof down her plump thighs. She knows she gained a ton of weight, but she feels that goes really well with her new look, and her new, lovable udder. 

She drops back down to all fours and does a little spin in front of the mirror. “I’m the cutest little cow ever, hehe.” Rarity giggles, then decides to try something. If she really wanted to be a cute little cow she had to sound like one! 

“Mooo.” Rarity tries her best to imitate their noise. “Moo moo!” She wiggles her fat rump and does another turn in front of the mirror. She tries again, opening her throat up wider this time: “Mooooooooo~~” 

Rarity freezes, that was too real. That totally sounded like a real cow. She turns around and looks around the room, half expecting a real cow to be behind her. What else could have made that noise? Rarity laughs nervously and backs away from the mirror, this was getting a little creepy. She wasn’t this cow-like when the potion first hit her, right? Rarity scrunches her nose and tries to think. Her mind wanders to trotting around green pastures and wondering what it would feel like to get milked alongside other cows in a stable. Rarity giggles, what was she doing again?

Oh right, she was on her way to go milk herself again. She loved milking! Rarity trotted towards her tub, eagerly anticipating the feel of hooves on her udder. And maybe this will help her go back to normal too! That was the plan, right? Something about transformation being altered by... something? Rarity giggled at the complex thought and laid down, resting her hooves on her lovable udder. She still had plenty of time left tonight to work out that problem.


~~~~~~

The next morning...

Applejack yawns as she heads outside. Winona is barking at something out here, so she might as well come check it out. Applejack figures it’s probably just a rabbit or something caught under—

Applejack comes to a dead stop as she spots the intruder Winona is barking as. After a good five seconds of staring, Applejack opens her mouth. “...Rarity?”

Rarity ignores her for a moment, this grass tastes fantastic and she wants another mouthful. After a few more seconds of chewing away on grass, Rarity glances up at the mare and talks through a full mouth. “Mmmph, morning AJ.” 

Applejack takes a few steps back and looks her friend over. The mare appears to have gained several hundred pounds, is speckled white and black like a cow, has a cow-like tail, is chewing grass like an animal, and has a massive udder swinging between her legs. Applejack gulps, even Rarity’s horn has changed, instead of being a single, white unicorn horn, Rarity now has a pair of little, bovine horns coming out of either side of her head. Applejack almost doubted this even was Rarity, but no, she has Rarity’s cutie mark right there. “Rarity... what the buck happened to you!?”

Rarity munches some more grass. “I ran out of food at home, and it was getting really hard to milk myself any more, so I decided to come here.” She pauses to moo. “I was hoping you could milk me, it’s so frustrating not being able to milk myself anymore. I guess that’s expected though, cows can’t normally milk themselves.” She giggles and gives out another cute little moo.

Applejack gulps. “Rarity, you have to tell me what caused this! We can fix this with Twilight and—”

“Twilight isn’t here. She’s gone until Moooooo~nday” Rarity takes another mouthful of grass, amused at how her moos are starting to involuntarily come out in speech.

        Applejack starts to panic a little, but reasons she can take care of this. “Well, okay, don’t worry Rarity. We’ll get you somewhere safe and keep you there until Twilight gets back and fixes this.”

        “Moooooo~ve me out onto your dairy pasture, I want to graze with the other cows.” Rarity bites her lip in arousal. Just the thought of grazing like an animal is turning her on.

        “What!? No, why would we do that? Rarity, snap out of it!”

Rarity frowns. “Well, at the very least, can you milk me?” She waggles her fat, bovine ass and moos. “I’m so full, I need relief.”

        Applejack sighs, then looks closely at Rarity’s udders and gives them a professional, farmer’s appraisal. “I would really rather not, Rarity. But those are pretty full, is it uncomfortable?” 

        “Oh yes, yes they most certainly are full. Please moooo-ilk me.” Rarity bites her lip in excitement and raises her bovine tail.

        AJ rubs her forehead, “Fine, but not here, come with me to the stables.” She is already regretting making the offer, who milks one of their friends? That’s just gross. Urgh, well, someone has to do it.

        They both trot towards the milking stable, which stood on the edge of the Apple’s vast cow pasture. Rarity felt her heavy body and udders swing with each step, and she looked over the fence at all the happy cows in the pasture. “How many other cows do you own?”

        Applejack raises her eyebrow at the wording, but answers the question. “We have over 150 heads in the dairy farm.”

        “And you milk them all?” Rarity sniffs manure-scented air and already starts to feel excited to be here.

        “No, well, we could, but we bought an automated milking station. It’s set up on the other side of the pasture and the cows learned how to walk through it to empty their loads.”

Rarity starts to drool. “Applejack, did you just say automated milking station? Oh, wow. That sounds absolutely moooo-valous. Can I use it?”
        
        Applejack shakes her head and pushes open the door to the stables. “No Rarity, that’s for the herd. I wouldn’t feel comfortable with you using it like that.”

        Rarity’s ears drop, why wasn’t she a part of the herd? That sounds so amazing! All the grass you can eat, and an automated milking machine to use whenever you want? There were probably even bulls out in the herd too! Big, strong bulls, ready to put her in her place and treat her like the worthless animal that she was! They would be big, sweaty, dirty, and they—

        “Rarity!” Applejack pokes her with a hoof. “I said we’re here, and ready for the milking.”

        She shakes her head slowly and brings herself back to the present. “Oh, sorry darling, I was just thinking of something mooo-nderful.”
        
        Applejack bites her tongue. “Yeah, and if you could cut out those cow puns, that would be great.”

        “Hmmmm?” Rarity moos in response.

        Applejack facehooves and points at an open stable. “Whatever, just, get in the stable and let’s get this milking over with.”

        “Oh yes, the milking!” Rarity lumbers her large frame into the stall, immediately enjoying the feeling of standing in a dirty milking stall. “Moooooo, Applejack darling, isn’t this wonderful?”

“Isn’t what wonderful?” Applejack scrunches her face as she kneels next to the udder and gets the milk bucket in position. 

“Ahhh~” Rarity feels a wave up pleasure travel up her spine as the farmer’s hooves start to work her udders. “It’s just, mmmm, everything here is so dirty and filthy, and for once I belong here. It’s so refreshing to fit in like this...” 

Applejack gives her friend a worrisome look, but continues to work the teats. “Whatever you say, sugarcube.”

“Mooooooo”. Rarity’s eyes roll back in her head from the pleasure down below. She focuses of the feeling of being milked, and this time can even feel the transformation magic spread through her body, fueled by the milking action on her teats.  “Mmooooooo, yes, treat me like the mooooo, dirty animal I am and, mooooooo.” Rarity feels her tongue get flatter and her muzzle enlarge a little and another wave of changes rack her bovine body. 

The milking stops abruptly as Applejack notices something on Rarity’s flanks. “Uh, Rarity?”

“Moooooo” Rarity wiggles her rear, upset the milking ending prematurely.

“Rarity stop mooing for a second, this is serious!”

“Mooooo...?” Rarity struggles to speak properly.  “Mooo—hmmm? What is it, darling?”. Rarity moves her tongue around her mouth. It is getting really, really hard to form words. Mooing is so much more natural, why can’t she do that instead? 

Applejack takes a step back from Rarity. “Sugarcube, I don’t know what to tell you. But I don’t see your cutie marks anymore.”

Rarity’s large, bovine ears perk up, and she turns her large head to look at her flanks. Her flanks were truly massive, and they showed nothing other than black and white splotches. Rarity smiles, “Mooo problem, no problem at all.” She wiggles her cow ass. “Moooo I like this.”

“Rarity!” Applejack slaps her flank with a hoof. “What’s gotten into you!? This is serious!”

“Moooo!” Rarity’s eyes light up with pleasure. “Hit me again moooo-plejack, call me a bad cow. Call me a filthy, useless cow.” Rarity feels her heart race with excitement. She didn’t have a cutie mark anymore! That means she’s more cow than pony, right? Maybe Applejack will let her graze the field and use the automated milker now!

Applejack stumbles a few steps back from the cow, no wait, from the pony. Applejack curses herself for even thinking of Rarity as the former, but she really, really looked like one.  Even her mane was starting to fade away! What could have caused such a drastic, sudden change in her friend? 

“Moooo, more milking please.” Rarity wiggled her massive cow ass and made her udder jiggle. “Moooooo-re.”

A light clicked in Applejack’s head. “Rarity, it’s the milking! The milking seems to be driving that darned transformation!”

        Rarity moos. “Don’t be silly, it feels too wonderful to stop, and these changes have been heavenly.”

AJ starts to panic. “Rarity, you’re becoming more cow than pony! I’m sorry, but we’re stopping the milking right the buck now! One more milking and we probably won’t even recognize you anymore!”

Rarity nearly cums at the thought. “Moooooo~ Oh, AJ, that would be fabulous. I could join your herd, and just live out there like an animal. Moooooooo~”  Rarity takes a deep breath of the manure scented air and feels amazingly content with her situation.

Applejack trots forward and swings the milking door shut behind Rarity, locking her into the cow stall. “Rarity, honey, you’re going to thank for me this later. I’m locking you in here until Twilight comes back. No milking, no visitors. You’re going to just sit and wait for Twilight to fix this. In fact, we’re not even going to wait the week, I’m taking the next train to Canterlot, and I’m coming back with Twilight tonight!”

Rarity tries to back out of the stable, but the metal door holds fast. Rarity giggles, she was locked in a farm’s pen like an animal. The thought of that sends of wave of pleasure down her spine “Oh yes, mooooo-plejack, this is wonderful.”

Applejack glances into the milking stall, confirming that there is open bag of corn feed and a water trough in there for Rarity to sustain herself out of. It is hardly something a pony would consent to eating and drinking out of, but AJ has the feeling Rarity won’t mind.

“Alright Rarity, you understand? I’m locking you in here and I’ll be back in a couple hours. Help is on the way!”

Rarity moos repeatedly, and Applejack backs out of the stable, locked the front door behind her before running off.

Inside the stable, Rarity continues to gorges herself on the corn feed. She knew she had to really plump up if she wants to be an ideal cow. Rarity giggles with glee into her feed, “Mooooo-re food, mmmm, make me a fat cow, moooooo, I’m a fat, dirty cow...” 

As she gorges on food, Rarity’s thoughts wander, once again, to bulls. She wonders if bulls only mate with the fat cows? She hopes so, she’s going to be the fattest, dirtiest cow out there. She moos again and considers masturbating to thoughts of bulls. That would be fun, doing that right in this stable, right here in the mud and in the straw. She moos and decides that no, cows don’t masturbate, they wait in their stables like good cows. The bulls will mate with her when they are ready.

And oh, is she ready.


~~~~~~


        “Applebloom, there you are!” Applejack, looking clearly in distress, trotted up to her little sister.

        “What’s the matter, sis? Are you going somewhere?” Applebloom looks inquisitively at her older sister’s saddle bags.

Applejack nods. “I’m making an emergency trip to Canterlot to bring Twilight back here for something really important. ”

        “Ohh! Can I come with you!?” Applebloom claps her hooves with excitement.

        “I’m sorry lil’ sis, but not this time. It’s a short trip, I’ll be back in twelve hours or so. Big Mac is still out on business, so that means you’re going to have to hold the fort until we get back, okay?”

        “Easy peasy, sis, I’m a big filly!” Applebloom nods vigorously. “And besides, Caramel is still around doing some chores, so you’ve got nothing to worry about! ”

        Applejack pauses, she forgot Caramel is working today. They hired him to stop by the farm once a week and help out by doing odds and ends. Hmm, it would be really embarrassing for Rarity if Caramel walked into the stables today. “Say, Applebloon, hun.” Applejack nudges his sister playfully. “Tell Caramel that he has the rest of the day off. Oh, and as for you, stay out of the stables until I get back, okay?”

        Applebloom tilts her head in confusion. “Um, okay?” 

AJ checks the time. “Darnit, I really need to run and catch the train, Applebloom. Just do as I said, and I’ll be home in a few hours!”. 

“Later, sis, safe trip!” Applebloom waves as Applejack gallops away. 

AJ runs off, still a bit shaken from her encounter with Rarity. That was really bizarre, what could possibly make Rarity of all ponies want to turn herself into a feral cow? Oh well, AJ knows that as soon as Twilight gets here she’ll fix the problem.

Applebloom heads out to find Caramel. Halfway there she spots a friend of hers walking around the farmhouse. “Scootaloo? What are you doing here?”

Scoots looks up and smiles. “Applebloom! There you are, I was looking for you! Alley Way told me that today is two-for-one bowling over at the bowling alley! Let’s go play a few rounds!”

Applebloom waves a hoof, “I gotta do chores and stuff first, maybe we can go later?”

“Aww come on.” Scootaloo frowns. “Can’t you skip them just this once?”

Applebloom shakes her head. “No, it’s important, I have to tell Caramel to go home early, and I have to stay away from the stables.”

Scootaloo freezes and her wings perk up. “Wait, what? Why would you have to stay away from the stables? Isn’t that just where you just keep some of the cows?”

Applebloom taps her chin with a hoof. “”Hmm, Applejack never said why, but she warned me to stay away. But why would she...?”

Scootaloo smiles devilishly. “You thinking what I’m thinking Applebloom?”

        Applebloom returns the look. “Cutie mark crusader warning investigators!”


~~~~~~


        Rarity shifts her weight in the milking stall, mooing mindlessly as she waits for someone to come milk her. Her desire to be treated like a worthless cow aside, her udders really were getting quite full. Applejack had stopped milking them before she was empty, so it didn’t take long for them to become painfully full. Why did Applejack leave her here without milking her dry? Is she a bad cow? Rarity gives out a sad moo.

        The stable door creaks open and the voice of Scoots could be heard “Ah ha, I told you these lockpicks would be useful! Aww, but no cutie mark for breaking and entering...”

They wrinkle their noses as they step inside. Scootaloo turns to Applebloom. “It smells like manure in here!” Rarity turns her head at the voice and spots Applebloom and Scootaloo enter the stable. 

        Applebloom rolls her eyes. “Yeah, doofus, it’s a stable for cows, what do you want it to smell like?”

        Scootaloo freezes in her tracks. “...Rarity?” She stares straight ahead at the purple curled mane on the cow in front of them.

        The cow moos and slowly turns to face them. Meanwhile, Applebloom raises her eyebrow at Scoots. “What? You want the stables to smell like Rarity? What does that even mean?”

        Scootaloo rolls her eyes and points at the cow that was now facing them. “No, that cow looks like Rarity, look!”

        Rarity shifts her weight and moos happily as she sees the fillies take in her appearance. She is elated that they barely recognized her, maybe she really could become a real cow! She knew she was so close, just one or two milkings and she’d fit right into the herd.

        The fillies study her face. This cow looks really weird, her muzzle was still pretty pony-like, and she definitely has Rarity’s mane. Cows don’t have manes... but the rest of her body looks 100% dairy cow. “Um, Applebloom, what is this? Is this Rarity?” Scoots tilts her head.

        “I don’t know, Scoots, this isn’t like any cow I’ve ever seen.” Applebloom unlocks the stable door and clicks her tongue at the animal. “Come here, girl, come out of the stable!”

        Rarity lumbers forward, her massive bovine body now more than twice as large as the frame of a typical pony. She moos.

        Applebloom trots around the back of the cow. “She can’t be Rarity, look at these udders!”

        Scootaloo agrees, “Yeah, and look at how filthy she is!”

        Rarity nearly orgasms right there on the spot. They really thought she was just a regular ‘ol stupid cow! And they called her filthy! She moans, and bites her tongue to stop herself from crying out in pleasure. This is almost too much pleasure for her to handle.

        Scootaloo's ears twitch. “Applebloom, did you hear that? Did she just moan?”

        Applebloom chews her lip for a moment. “She probably wants to be milked, that’s all. Look at how full these udders are!”

        Rarity’s eyes light up. ‘Oh god, yes.’ she thinks to herself. 

        The cow jiggles it’s ass and it’s full udders sway. Applebloom nods at the gesture. “Yeah, that must be it. With Applejack telling ponies to stay out of here, no one has probably been milking the poor girl.” Applebloom gets in position next to the udders.  “Scootaloo, pass me that milk bucket.”

        Scoots frowns. “Eww, you’re going to milk it? Milking cows is gross.”
        
        Applebloom rolls her eyes, “And where do you think your milk comes from, doofus?”

        Scoots passes her a bucket. “Urgh, just get this over with. I wanna go bowling.”

        “I thought you wanted to investigate the ‘mysterious warning’ about the stables?” Applebloom asks as she puts the bucket in position and starts milking the full teats.

Rarity closes her eyes in pure bliss as her massive udders spew forth thick, creamy milk. She’s been milked before, but not like this. This filly honestly thinks she is a normal cow, and is treating her like one. AJ’s milking was a bit gentle since she knew it was Rarity. But this filly is treating her rough. She doesn’t care about Rarity’s feelings or thoughts, she’s treating Rarity like the livestock that she is. All Applebloom cares about is getting milk to sell, that’s all Rarity is to her. She's just a stupid animal that gives them milk.

The thoughts are too much for her, and Rarity feels herself orgasm and squirt her arousal.

“Ewwww! Gross!” Scootaloo stumbles backwards and wipes the juices off her foreleg. “That cow just pissed on me!”

Applebloom looks back and sniffs the air. “That’s not urine, that’s just, well, I guess ‘ol Bessie here got really excited about something.”

Rarity hears the name name Bessie and nearly cums a second time. ‘Yes, call me that, give me a common animal name like the worthless cow I am!’

 Scootaloo turns and heads for the rear door, the one that opens up to the pasture. “Bleh, this is too gross, I’m going to go practice flying.”

Applebloom keeps working the cow’s teats as she calls out over her shoulder. “But what about bowling?”

“We’ll bowl once you’re done doing gross farm things. I’ll be outside, so hurry up.” Applebloom watches her pegasus friend walk out into the pasture. 

As Rarity feels her udders empty, she feels another wave of changeling-based magic coarse through her body. Her face scrunches up, and her bones twist. She moos in shock as she feels her muzzle extend further and her tongue changing once again. Her entire head contorts into a design more common for a barnyard cow. Her mane starts to feel unusual as well, and as she shakes her head she notices the weight of her purple curls getting lighter and lighter, until at the end she can’t even feel her mane anymore. 

Unfortunately, Applebloom was busy milking the udders and paid no attention to the final transformation Rarity was experiencing. Eventually, the milk bucket fills and Applebloom stops to wipe the sweat of her brow. “Phew, there you go Bessie, you should feel less full now.”

Rarity moos in true appreciation.

Applebloom steps back and pats the animal on the side. “Good girl, you have nice, healthy udders. I don’t know why you have a mane like Rarity but—” 

Applebloom freezes and stares at the cow. The cow’s mane is completely gone! So is the cow’s pony-like face. “W-what? Bessie, where did your mane go?!” 

Rarity moos loudly. She doesn’t really have a choice at this point, her tongue and vocal cords are 100% bovine now, and she finds herself totally incapable of pony speech.

Applebloom steps back in shock. This must not be a normal cow, and maybe that’s what Applejack was warning her about! This cow had looked like it had pony parts, but it just shapeshifted them away! Maybe it's like, a demon cow or something! She should have kept it locked up until Applejack got back!

The scared filly backs away from the scary, shapeshifting cow, and looks for her friend. “Scootaloo! Scootaloo, help!”

Rarity moos and takes a few lumbering, slow steps. It unintentionally scares Applebloom, and she runs away in a panic. “Scoooootalooooo!!” Applebloom gallops out through the open pasture door in search of her friend. 

Rarity watches the filly run out through the open door. She sniffs the air. ‘Mmmm, grass...’ 


~~~~~~


“Scootaloo! There you are!” Applebloom finally finds her friend and slows to a trot.

“Hey Applebloom, finish your chores? Can we go bowling now?”

Applebloom shakes her head. “Scootaloo, something happened, I finished milking that cow, and it transformed!”

Scoots raises an eyebrow. “Transformed? Into what?” 

“Remember the weird, pony-like face and the purple mane? It’s gone! It looks like a normal cow now!”

“What?” Scootaloo rears back. “That’s impossible!”

“I know! Come back with me, and I’ll show you!” Applebloom turns and heads back to the stables.

Scootaloo gallops behind her friend “Ooo, Applebloom, maybe that’s what the mysterious warning was about.” 

“I know! I bet Applejack was worried about that cow and left it isolated in the stables. We better lock it up and make sure no one else milks it until Applejack gets back.”

The two fillies gallop for another minute or so before arriving at the stables. 

The empty stables.

“Umm, Applebloom, where is the cow?”

“Uh oh...”


~~~~~~
	

Rarity moves through the herd, mooing in pure bliss and rubbing her sides up against all the other cows. She wanted their scent all over her, their filthy, animal scent. She moos again and feels her fat, cow pussy get wet at the realization that these animals accept her. They all seem to think she belongs in the herd. Well, they are right, I do belong here, I’m just a fat, dirty cow like all of them! She moos and makes her way towards the automatic milking machine.


~~~~~~


Scootaloo trots around outside stables. “Applebloom, the cow is gone! How are we supposed to find it when it looks like all the rest?!”

Applebloom facehoofs, “I left the door open, it’s all my fault! My sister is gonna kill me when she finds out I lost that special cow! I’m so grounded.”

Scootaloo whimpers. “You can’t get grounded Applebloom! With Sweetie Belle away with her parents, you’re the only friend I have in Ponyville!” 

“Well, Scoots, unless we find that cow, I’m going to be grounded all summer.”

Scootaloo taps her chin for a moment before grabbing the closest cow she could find, then leading it towards the stables. “It’s okay Applebloom, we can use this cow!”

Applebloom tilts her head. “But, that’s not the right one.”

Scootaloo pushes it into Rarity’s stable and locks the gate on it. “How do you know? We can just pretend it is!”

Applebloom shakes her head. “No, look, it has an ear tag and a cowbell on it. The shapeshifting cow didn’t have those.”

Scootaloo’s eyes brighten. “Why didn’t you say so! We can go through the herd and just find the one cow without a cowbell or ear tag!”

“Oh yeah! You’re a genius Scootaloo!”

The fillies take a few steps towards the door, but then Applebloom stops. “Wait, hold on.”

“Come on, Applebloom, let’s hurry and find that cow so we can go bowling already.”

“Hold on a second.” Applebloom trots over to the random cow they put Rarity’s stall, and she removes the cowbell and ear tag from it. “This is just in case Applejack comes home before we find the real cow. It should buy us some time to find the cow that’s actually missing an ear tag.”

“Good thinking Applebloom, now let’s go!”


~~~~~~


Rarity stumbles out of the milk machine, mooing lazily. ‘Hoo, that was, moooo-re enjoyable than I thought.’  Rarity chews some grass absentmindedly, not really noticing that the mooing is starting to appear in her thoughts now. In fact, just thinking in complete sentences is started to get really hard for her. She doesn't seem to care though, and she turns her head as she smells something particularly arousing. It’s a powerful scent, and her body moves automatically towards it. 

She spots the source of the smell and feels her body tingle in excitement. It's the smell of a nearby bull. The beast is truly massive, probably close to a thousand pounds of animal. Rarity moos and trots closer, her fat cow pussy already dripping wet from spending all this time around the other animals. The bull sniffs the air and looks over at the the newest member of the herd. He grunts and moves to assert his dominance and claim her.

Rarity moves her tail to the side and let's out a feral grunt as the bull mounts her, his massive cock sliding into her animal cunt. Rarity moos loudly as her body gets rocked, her only thoughts being that of mating endlessly and birthing many calves to help her herd. As the bull cums inside of her deep folds, Rarity let out another moo. She enjoyed the mating and wondered why she didn't mate with the bull earlier in the week. After all, she's been a healthy cow since... how long? Always, right? Rarity grunts as the bull dismounts her, her memories rapidly fading.


~~~~~~


“Caramel! Hey, Caramel!” Scootaloo spots the farm hand trotting through the cow pasture. Scootaloo is hoping he can help them find the cow without the ear tag, it’s been over an hour and they still haven’t found her. 

Caramel looks over at the two fillies and smiles. “Hey, girls, what’s going on?”

Applebloom trots forward. “Oh... hey, Caramel. Shoot, I was supposed to tell you to take the day off.”

Caramel smiles. “Oh, that’s no probably, ‘lil filly, I love helping you guys out. Oh, and by the way, when you see your older sister, can you tell her to order more cow bells and ear tags?”

The two fillies jump with excitement. “You found the cow without an eartag? Where!?”

“Oh she was headed for the milking station a little while back.” Caramel waves a hoof. “But don’t worry, it’s taken care of.”

Applejack’s heart skips a beat. “What do you mean ‘taken care of’?”

He smiles innocently. “I always carry a spare bell and ear tag in my saddle bags, so I took care of it.”

“You what!?” Scootaloo shrieks. 

He raises an eyebrow. “I uh, gave her an ear tag and a cowbell. Standard procedure, I know those things fall off from time to time, so whenever I see a cow in this pasture without one, I just clip their ears and give them a bell.” Caramel nods, proud of his work. “And that’s why I said you should tell Appleback to order more. I’m running pretty low on cow bells, only have like three left in my bag.”

Scootaloo stares ahead and says nothing, and Applebloom sinks down. “You gave her a cow a bell and ear tag, identical to the other cows...”

Caramel trots away from the fillies. “Yep, no worries about it, little fillies. I’ll take the rest of the day off since you said I was supposed to. Bye, kids.”

Scootaloo stares off and says nothing as she watches Caramel leave.

Applebloom swallows the lump in her throat and fills with worry. “We have zero chance of finding that new cow now.”

Scoots nods slowly. “Well, at least we left that other, random cow in the stable. Applejack probably won’t be able to tell the difference.”

Applebloom bites her lip. “But what if there was something special about that cow we lost? It had Rarity’s mane, maybe that meant something? What if... what if...” Applebloom trails off.

Scootaloo wipes her nose with her forehoof, then turns to tap her friend on the shoulder. “Eh, fuck it, dude. Let's go bowling.”


~~~~~~

The next day...

Rarity grazes lazily on some grass by the fence. She is really hungry. Getting fucked by bulls every few hours is pretty exhausting. 

        “Any progress, Twilight?”

        “Sort of, let me show you.”

        Rarity’s ears flicker at the noise of the ponies. She watches the two ponies walk right past her and go inside the stable. Rarity moos idly as she chews, her cow cunt dripping fresh bull semen every few steps. She wonders what those ponies were talking about. She vaguely remembers being able to understand pony speech at one time, but... no, that’s just silly, why would a cow understand pony speech? Rarity moos and decides to head over to the milking machine again, far away from the two ponies inside the stable. Rarity chews her grass as lumbers across the pasture, enjoying her life as the fattest animal in the herd. 

        Meanwhile, inside that stable, Applejack and Twilight stare at the random cow that Scootaloo has placed in captivity. Applejack sighs. “Find any way to change this poor cow back into Rarity?”

        Twilight shrugs. “It’s some complex magic alright, I can’t detect anything, she really does just seem to be a normal cow.”

        Applejack frowns. “But we know it’s her, it has to be. Can you fix it?”

        Twilight nods. “Yeah, probably. I know a spell that will turn a cow into a pony. I could use that to make this cow look just like Rarity did.”

        Applejack nods. “But what about her mind? The last time Rarity talked, she said she wanted to be a cow. So this cow here probably thinks it’s supposed to be a cow.”

        Twilight raises her eyebrows. “Well... the forbidden section of the Canterlot Archives has brainwashing spells. I think we could counter-brainwash her. You know, force her to think she’s Rarity.”

        “Ooo. sounds great Twi, I knew your fancy magic would fix everything with no ill consequences!”

        Twilight smiles and charges up her horn. “Yep, don’t worry, this cow will be back to living Rarity’s life in no time at all.”
> Toy Swap - - - [Inanimate TF, Guest Author: Kaidan]
> --------------------------------------------------------------------------

	I pulled my favorite toy off my bedroom shelf. It was Lyra plushie I had gotten off the internet. She stood as tall as my knees at her shoulders, and her head came just short of my waist. She was show accurate, with cutie marks on both sides. Lyra liked it when I kept her hair clean and well-combed, and I often let her sleep with me at night.

She also had a tight ass. A fleshlight, to be exact.

It was about a month after I’d bought Lyra that I installed the device from Bad Mare into her, right below the tail. After a little foreplay, our relationship had moved on to a sort of friends with benefits.

I set her on the edge of the bed and reached into my nightstand for the lube. A crusty, clear bottle came out, a drop of the liquid landing in my hand. The container was empty, so I tossed it towards the trash and went into my bathroom.

I usually kept a spare bottle or two below the sink. The only thing I found under the sink was an empty toilet paper roll, two expired condoms, and a bottle of toilet cleaner. Next I started digging through the other drawers in the bathroom until I found one, also from Bad Mare. It was a sample they had shipped me with the mare-shaped sex toy and instructions for inserting it into a plushie. There was plenty for several sessions, so I carried it back to the room.

I was already hard just thinking of the Lyra images I had saved on my hard drive, and applied a generous amount of the lube to my dick. It was creamy white, and aptly named ‘cum-lube’.

“Well, Lyra, looks like we get to try something a little different tonight.” I ran my hand down her cheek and used the other to move her tail out of the way. Lyra was a horny little slut and I had gotten used to satisfying her two or three times a day.

The marelight began to warm up as I pushed inside of it. The cold, rubbery walls felt a little better than usual today. Something in the lube was making it tingle too, like one of those condoms that are supposed to ‘heighten’ sensation. It warmed up so quickly that I had a great orgasm, before feeling disappointed it had made me blow my load early. I hadn’t been prepared to feel the sex toy heat up—it felt no different than what I imagined a real pussy would.

“Oh, wow.” I took my hands off her shoulders and pulled out. The suction tugged back against my cock as I did so. I still had an hour before I had to go to class, and decided to wash out the marelight, maybe grab a bowl of breakfast, and bang Lyra again.

I grabbed the edge of the marelight that was barely protruding and tried to pull it out. The orange casing was barely visible, and I couldn’t get a good grip. It seemed to have fused to the plushy, so I sighed and stuck two fingers inside the flesh of the toy.

The insert was also stuck, leaving me no way to clean it out. I couldn’t exactly hold the plushy up under a sink or in a shower. However, when I pulled my fingers out they looked clean, as if I hadn’t just shot a load inside it.

“Hmm, whatever.” I stuck the doll on the floor next to my bed and left to eat breakfast. Round two could wait until after class, as I had no desire right now to have my own sloppy seconds. I tossed the lube in the bathroom sink on my way out.




	


All day I was distracted in class by the damn Lyra plushie. There were times I treated her as if she were real, talking to her, combing her, but it was just for fun. Yet today, something was different. I couldn’t get her out of my mind.

The first thing I did when I got home was rush into the room, finding Lyra right where I had left her. I looked around until I remembered the lube had been put back in the bathroom, and I went to get it.

My reflection caught my eye. My hair had a mint green tint to it. The change was subtle, and I thought I was seeing things. It was green enough to tell something was up, as my hair had been blonde this morning. I blinked a few times, but couldn’t really prove it was green. My mind started rationalizing that it must have been chlorine from swimming twenty laps earlier this week for exercise.

I took the lube back into my room, quickly covering the palm of my hand in it. My pants fell to the floor as I started stroking my shaft, the liquid absorbing into my skin. The tingling returned and I might have jacked off without using Lyra were she not sitting right there in front of me.

Lyra landed on the bed and I wiped my hand off on her side, then thrust myself inside the fleshlight. The walls seemed to tighten up a bit as I thrust in and out. The lube must have been heightening my senses or been laced with some drugs, because for a moment I could have sworn I’d felt the plushie contract.

“Yes, just like that, Lyra.”

The walls felt more and more slick as they warmed up, and I tried to prolong the building orgasm as long as I could. I was pounding the plushie against the side of the bed when the dam finally broke and I felt my load spilling inside of Lyra. To my surprise, I could feel the sex toy tightening up, almost milking the sperm out of me.

After sex with my favorite pony, I dropped her to the floor and climbed in bed. For some reason I felt exhausted, more so than normal. I should have cleaned the toy out but drifted off to sleep as if I’d just swam another twenty laps.




	


The covers were very irritating when I woke up. My entire body was itching and my first instinct was to kick them all off onto the floor. It didn’t help that I felt very hot, sweating into the sheets, and otherwise making quite a mess.

I stretched and got out of bed, rubbing the drowsiness from my eyes, and headed to the bathroom to piss. I flipped the lid open and braced a hand against the wall, leaning over the toilet as I pissed.

I flushed and went over to the sink, splashing some cold water on my face to wake up. I could tell I needed to shave badly and looked into the mirror.

Instead of some rough facial hair, my face was covered in mint green fur. I would have called it hair, a beard, or something of the sort, but this fuzzy growth definitely qualified as fur. It ran over my entire face, including my nose which seemed a little flatter. The fine hairs continued down my neck, under my shirt, and all the way down to my toes. 

It took a moment to register I was covered head to toe in the blasted hairs, almost like Lyra. I went back into my room and looked at the plushy and the lube in disbelief. The toy looked a little pinker than it should have been, and Lyra’s cutie marks had vanished.

Just looking at the toy I felt my cock stiffen and a deep-seated warmth spreading. The urge to drop everything and fuck the toy was nearly overpowering. My shirt and underwear fell to the floor without me even noticing. I looked down to find my dick in my hand, and a golden mark on my thigh.

“No…” I looked at the lyre, one on each flank, breaking the mint-green fur running over my body. “This isn’t possible… This has to be a dream?”

One thing was certain, my hand wasn’t going to cut it. I’d been stroking my cock for what was going on fifteen minutes and couldn’t bring myself to orgasm. It just wasn’t stimulating me enough. In frustration, I put a large amount of the lube on my hand and rubbed it all over my cock and balls. 

This time I didn’t even bother to put Lyra on the bed. I landed on all fours around her like an animal, and mounted her like one. My weight should have caused Lyra to collapse to the floor, but somehow I had her pinned just right.

I couldn’t control my tempo, pounding her hard as the heat built and spread through my body. If I fucked her fast enough, I could ignore the sensation of ants crawling over my skin and stinging me.

It wasn’t until I’d finished filling her with my full load that I realized my hands and feet were numb, as if they were absent. I hardly cared, due to the amazing afterglow I was riding from the orgasm. The Lyra plushie felt so life-like that I could feel it moving beneath me, even feel a pulse from it.

My gaze drifted downward and I saw my hands curled into fists. They looked just like hooves from up here, and I found myself reaching for the bottle. I had to use both hands to pick it up since my fingers wouldn’t move properly. Since my hands ached, I squeezed the bottle until lube shot all over my stomach and dick, and dropped it.

Sufficiently wet, I slid back into Lyra and started banging her again. She seemed larger and better able to support my weight. All my other cares vanished as I felt so incredible just bucking her like a wild stallion.

I must have come five or six times inside the doll when I decided to pull out. It was getting hard to breathe and my throat was dry as if it was stuffed full of cotton. I managed to weakly lift my back leg, noticing it seemed half as long as it used to be.

Looking around I didn’t see anything different. I was still covered in mint green fur, my tail was still there, my hooves—

What the hell? Since when did I have a tail?

I begin feeling dizzy and lighter than normal. Looking at the Lyra plushy in front of me reveals a naked man with a mint green highlight in his hair rolling over and standing up. I try to look up at him, but can’t move my neck anymore.

Two hands grabbed my sides and lifted me up, sitting me on the bed. I go to speak, but my mouth feels as though it is covered in plastic. My smile is permanently etched into my face. To make it worse, my eyes feel like they’ve melted into discs and are stuck open.

“Well, well, that worked perfectly. I should really thank you for freeing me from that prison.” The doppelganger that was wearing my body walked over and picked up the lube with a dirty sock, careful not to touch any of the liquid. “Unfortunately this will be going in the trash, so you will be stuck in that prison quite a long time.”

I screamed at her as loud as I could, but nothing happened. My body could no longer move.

He started running his hands over my body. I could feel his fingers squeeze my soft, flexible ears. He ran them through my long mane and scratched my neck. The last time he touched me was to rub a hand over my plot, which was featureless and had no fleshlight.

“Yes, you’re just an ordinary plushie now.” He picked me up and carried me into the bathroom.

True to his word, I was indistinguishable from the Lyra plushie I had bought online. I had no sex toys inserted in me, and I even had the factory tag on my hind left leg. He bent my foreleg up, where a small Hasbro logo was stamped.

I felt like I was hyperventilating. All I could feel was cotton and fur, and the firm hands holding my soft sides. He carried me back into my room and set me on the shelf, facing the wall. I had no choice but to stare at it as I heard him grab my keys and leave the house.

In my panic I must have blacked out, somehow, losing track of time.




	


I felt a pair of hands pick me up and carry me outside. The doppelganger had come back for me, and set me on a table outside. I recognized all the clutter as my old belongings, and noticed a few other students having a garage sale of sorts.

I was proudly displayed on the table, a perfect Lyra plushy. A little girl ran up, her face bright with joy.

“Mommy! Look!” she shouted.

An older lady walked over and addressed my clone. “How much?”

“Oh,” he said. “You’ve got a cute little girl, she can have it free.”

“Really?!” the girl cheered.

“Thanks, but I insist on paying you something,” the mother stated.

“It’s okay,” he chuckled. “Just promise she’ll take good care of it and play with it. The stitching is high quality, and I’m sure it would last long enough for her to give to her own kids one day.”

“Thank you, mister!” The girl grabbed me and yanked me off the table, squeezing me in a hug that flattened my chest. All I could see were a few clouds and a wicked grin on my old body.

“Thanks, sir,” the mother added.

No, I’m not a toy! I’m not a toy! HELP!

My thoughts drifted as the girl chattered in my ear about what a great toy I was. She wanted to introduce me to her other dolls as soon as she got home. I found myself in her car moments later.

I’m a toy… it isn’t so bad.

I mentally scolded myself for thinking that. Somehow, my mind drifted off every time I thought of myself as a toy. First I had been at the garage sale, then the car, and now her house. It felt like time lost all meaning when I thought of myself as a toy. I had to stay focused on the present, or I might wake up weeks from now.

What if I forget I was ever human?




	


I had been invited to her tea party later that evening. The girls name was Lauren and she was very kind to me. I got to meet Teddy, Barbara, Mr. Mouse, and Mrs. Potato. 

They’re really nice toys, I thought. I’m a nice toy too—no wait, no I’m human. Damn, I was just at that yard sale earlier today. At least, I think it was today. Why is it night outside?

“Lyra, want some more tea?” the child asked. She lifted up an empty teacup to my lips.

Thanks, I’d love some tea. And, it’s a lovely dress you put me in.

“And a cookie!” She lifted a plastic cookie to my mouth.

I tried to chuckle. She was a sweet girl. I was wearing a nice dress she had taken off another stuffed animal to put on me. She held up a small mirror to show me how great I looked.

This isn’t so bad, at least I’m a happy toy.




	


I must have lost focus over the next few weeks or months. Keeping track of time was nearly impossible. Occasionally I’d catch a glimpse of a calendar, but every time I thought of myself too much like a toy, entire days would vanish. It was as if thinking like a toy made me stop existing, until I’d randomly recall I was human. My memory blanked out for days or weeks at a time.

I would never forget the toy in front of me though. It was a large Rainbow Dash plushie. The bitch had been bought less than a week ago. Lauren played with Dash all the time, and rarely invited me to tea parties anymore.

Each week I would be stored in the toy chest with the other stuffed animals. Usually Dash was put in last, and I was stuck staring into her ass. After school, Lauren would take out Dash and play with her. She would sleep with Dash, brush Dash, and if I got taken out of the box at all it was to join Dash’s tea party, or Dash’s birthday.

Dash, Dash, Dash. I fucking hated Dash.

Lauren finally pulled me out today. She was throwing some sort of wedding for two of her stuffed animals. Across the aisle from me was Dash, and I was forced to take a good look at her.

Something struck me as odd. The Dash plushie looked a lot like me. She was the same size, similar eyes, and the same smile. Her left hind leg had the same small white tag with laundry instructions on it. Her stitching seemed of the same high quality.

What are the odds that Dash toy is another… another… what’s the word? Toy? Stuffed animal? Monkey? Whatever… I doubt she’s like me. I’m just a toy, I don’t know why I keep thinking I’m not. We were likely manufactured at the same factory.

I let my mind wander. It turned out Teddy was marrying Mr. Mouse today. Lauren wrapped up the wedding and then took me and Dash to bed. I had to sleep near her feet while she cuddled Dash, but it was an improvement.

After all, I was just a toy.
	

> Big Mac Looks for Love - - [TF,  M/M romance]
> --------------------------------------------------------------------------

November 1st

Hey Diary, I really need to find some new hobbies or something. Work is just getting so dumb and mindless, and then I come home to an empty apartment and just stare at my TV screen for the rest of the evening. Urgh, this is no way to live! I don’t even know why I keep a diary when I have nothing exciting to say. Sigh... I really need to get out more. 

Maybe I can go to one of those brony meetups? Meeting some other pony fans could be fun. Urgh, maybe not, I heard those meetups are total sausage fests. I really, really want a woman in my life. God knows I haven’t felt the touch of a girl in like... well, okay, I technically never have. Maybe it’s time I really try dating? 





November 7th

Hey Diary, my boss promoted me today, so that’s kinda cool I guess. I still work in my cubicle, but now I have a few people under me, and I got a raise too. I should go celebrate and share this great news.

Err... hmm. Who can I celebrate it with? My old roommate? No, he left town years ago. Maybe... hmm. Wow, I just realized how lonely I really am. Jesus, this is depressing, I really need to make some new friends. 





November 15th,

Hey Diary, work is going fine. Not much else to say. Just writing to check in I guess. Really wish something exciting would happen. 

Maybe I should start online dating? Women would like a guy like me, right? Oh who am I kidding, I’m such a loser...





November 16th,

Holy-fucking-hell-fucking-Jesus-H.-Christ!

DIARY, WHAT THE FUCK JUST HAPPENED!? HOW IS THIS POSSIBLE.

DIARY, THERE’S A PONY IN MY APARTMENT!!!  Jesus, my hands are still shaking, hold on a second, Diary.

...okay, I just drank some Scotch to calm my nerves. Alright, lets see, I need to catalogue exactly what happened, you know, for posterity's sake. Alright, let me back up and take this from the top! Ah, god, my hands are still shaking, this is so crazy! Okay, I’m ready, here we go:

I got home from work around 6:30pm, as per usual. I was just cooking bacon for dinner when I heard a snapping and popping noise coming from my living room. I thought there was a fire or something, so I moved over there to check it out. But it wasn’t a fire! When I opened the door to that room, I was blinded but what’s best described as a brilliantly glowing “gash” right in the air itself. It was in the middle of the room, as if someone grabbed space itself and pulled on it until it tore in the middle! I was blinded by the glow, but I saw something come out through it! It must have been some kind of wormhole! Or maybe it was a portal, some sort of bridge between worlds (and I know how crazy that sounds!).

Anyway, forget the portal, what’s important is what came out. He landed with a hard ‘thunk’ and a second later the portal disappeared with a crackling snap. The seconds ticked by with my heart pounding, and this pony-like creature just looked around for a seconds while sniffing the air. Then he blinked his eyes, and he looked around my room. I immediately recognized the alien as the pony Big Macintosh from the show! I know that doesn’t make any sense, but it was totally him! His body was, well, impressive to the say the least. I’d never really been around real horses before, and this alien seemed to have taken all the best parts of them and combined them into a more convenient frame. I could make out his massive muscles in his hind legs, and he stood in a proud, strong frame. He was larger than most dogs and probably weighed over 500 pounds of pure muscle. However, since he was standing on all fours, I was still quite a bit taller than him.

He looked around the room as I took in his frame, and finally his anime-like eyes landed on me. I began to wonder if he spoke English, but that was answered as he gave a little smile and asked, “Ah, good afternoon, this is Earth, correct?”

I bumbled out, “No, this is my apartment.” Before kicking myself and saying yes, this was Earth. (Gah, I’m such an idiot sometimes. The first words even spoken by a human to an ‘alien’ will be recorded as my trembling voice fucking up the most basic of questions.)

My retardedness aside, he then introduced himself as Big Macintosh and asked if I could provide him with safe lodging and food for a few days. I immediately said yes, then started to wonder what question I should ask first. You know, questions like, “How did you make that portal... why did you choose my apartment to land in... and are you the same pony I watch on those Saturday morning cartoons?”. 

In the end, though, I just asked him why he was here on Earth, and he shook his mane and smiled gently, saying he was here to find a wife to take back home with him. I really wanted to tell him that was a terrible idea, seeing as how there are no Friendship is Magic mares walking around on earth for Big Mac to woo. But then I realized the transdimensional pony probably knew what the fuck he was doing. I figure, if your race masters space and time, they probably know more about their goals than you do. Err, hold on, he’s knocking on my bedroom door. Brb.

Okay, I’m back, he just wanted some apples, good thing I had a bag in the fridge. Right, where was I? Oh, right, sapient, talking pony from a cartoon show traveled through time and space and is now in my kitchen eating my apples and asking if he can sleep on my sofa.

I think I need another drink.





November 17th
Hey Diary, work was really strange today. I spent most of the day staring off into space and wondering if I was hallucinating this whole “Pony is living in my apartment right now and even packed my lunch for me this morning before I left for work”. Side note, while it was nice of him to make me lunch (albeit a bit strange) the lunch was pretty unappetizing. It was a bag with four apples and an entire head of lettuce. Oh well, for a space traveling pony who woke up early enough to make my lunch using nothing but hooves, I guess I can’t complain. It was rather nice of him to do the gesture I suppose.

Anyway, I got back from work at 6pm (I left a little early, hope no one noticed!). I was wondering if Mac would still be in my apartment when I got home, and that question was answered as soon as I opened the door to my place. The smell hit me like a ton of of bricks! My entire apartment reeks of what I can only describe as “horse”. It honestly smells like a stable in here, it’s a mix of hay, dirt, and equine sweat. It’s a pretty distinct smell and it’s just emanating from the red pony now laying across my sofa watching TV. Don’t get me wrong, the fact that a real cartoon pony is living in my apartment right now is amazing! ...I just wish the equine knew what a shower was. Maybe tomorrow I’ll take him in the tub and tell him how it works. 

Urgh, how do I tell a new roommate that he smells? Especially one who is really a guest of honor on this planet. 

---------------------
Updated entry: Hey Diary, I’m writing this from my bed right now. So after I wrote the above entry for the day I went out, did some shopping, then came home and ate dinner with Big Mac. We both watched some TV in silence for a bit and then I told him I was heading to bed and I’d see him tomorrow. I started walking to my room and I heard hoofsteps behind me. I looked back and realized that Mac was following me into my bedroom. 

I asked him what was up. Get this, he said he was also tired and wanted to sleep, so he was going to my bed. I told him the sofa was waiting for him, but he calmly stated that he’d rather sleep on my bed since it’s softer.  Uh... I didn’t know what to say. I wasn’t exactly keen on having a horse sleep in my bed. I’m never going to get that stable smell out of my sheets if he sleeps on my Egyptian cotton! Urgh, anyway, as weird as the request was, I didn’t want to deny my guest of honor. I calmly stated that sure, he could sleep there. So that’s where I am now, writing this entry by bedlamp as I lie under the covers with a 500 pound pony snoring a few inches away from me. Hopefully I remember to shower in the morning, sleeping next to him means I’m going to wake up tomorrow smelling like a horse. 

Bleh, tomorrow he’s definitely getting a bath before he gets in my bed.





November 18th
Hey Diary, well, I did it. I told my new roommate that he needs a shower. There was a slight complication, though. You see, I sorta forgot I have a hand held shower, and Big Mac doesn’t exactly have hands. So the only way to get that pony clean is with me in there assisting him.

It was actually kind of fun! He sat in the bathtub, and I kneeled outside of the tub and held the shower head, slowly washing him just like one washes a dog. A muscular, strong, proud dog with red fur and and a brown mane... 

Anyway, 99% of the shower went off without a hitch. But at the end Mac flipped on his back so I could clean his underside. And that’s when I was suddenly and awkwardly realized that he’s a stallion true to his name. Big Mac. Diary, let’s just say that his balls were almost as big as my fists. Thank god his stallionhood wasn’t erect, it was awkward enough for me to quickly pass the cleaning sponge over the rest of his genitals. Urgh, I guess I can cross off “cleaning someone’s balls” off the list of things I can claim I never did. Bleh, gross. 

At least he’s clean now, having him share my bed won’t be as bad. He’ll just be like this giant stuffed animal that hogs my blankets. Hehe, he’s a giant stuffed animal, it would be kinda fun to give him a hug. I bet his fur is really soft after that shower.





November 19th
Hey Diary, I got demoted from my new job today. The boss’s daughter moved into the city, and my boss gave her my job, demoting me back to my old, shitty job. I was so furious I stormed into his office and told him he can’t demote me over nepotism. Well, some good that did me. He cut my pay 10% for “trying to threaten him” and then told me he could lay me off right on the spot if he wanted to. God damn this job’s market, all the higher-ups think they can treat all of us like shit just because we—
Hold on, Mac is knocking on my door.

---------------------
Updated entry: Oh wow, we lost track of time, it’s bed time already. Alright, where was I? 

Right, so I was really pissed from work, and apparently Big Mac knew I was upset. As I was writing that entry earlier today he brought me some milk and cookies. He didn’t leave the room either, he sat next to me and asked if I wanted to talk about what happened at work. So I told him everything, and he really listened, you know? Eventually I started crying over all this stress I had, and he gave me a long hug and rubbed my back, telling me that everything was going to be alright.

I didn’t feel like telling him to leave after that, so the two of us went to the sofa and just layed down. There was some movie on but I wasn’t really paying attention, I was just running my hands through his mane and we were... cuddling? No, wait, that would be gay. I was just curled up in his big, strong hooves and enjoyed being so close to him. He’s a really good friend.





November 22nd
Hey Diary, really embarrassing thing happened today. Just when Big Mac and I were getting really close, something awkward happened. Guess what he did today? He opens my bedroom door without warning and trots inside... while I was in the middle of clopping!

He didn’t knock! And I didn’t hear him coming for the door, I was too lost following that new animated clop gif that was posted today. You know the one, it has Button’s Mom bending over that bed? God she’s so hot! Imagine the things I could do each night if she was my roommate instead of Big Mac! 

Well... I mean, hopefully she would be as kind as Big Mac is. And as caring, and understanding too. And hopefully she’d always be there to comfort me when I got home and...

Wait, where were we? Oh yeah, Mac walking into my room as I was clopping. I had just barely enough time to shut my laptop lid, but Mac was treated to a view of me, naked, with my dick in my hands. Urgh, great, just great.

He didn’t really say anything, he just stared for a moment, tilted his head, and blinked a few times. I managed to cover myself and awkwardly mumble out a “Oh hey, sorry, I thought you would knock...” Urgh, it was so embarrassing. Thankfully though, Big Mac isn’t really making a big deal of it at all. He’s really the best.





November 23rd
Hey Diary, just lying in bed again. I gave Big Mac another shower tonight, only this time there was a little surprise waiting for me. Err, well, I guess I should say a big surprise. Oh, boy, it was just... yikes. 

Let me start from the top. Like I said, I was giving my pal Big Mac a shower again. We were talking about stuff and Mac was asking me to scratch his mane with my fingers, you know, standard stuff between us. Anyway, at the end of the shower he flips over so I can wash his tummy and... wow. For whatever reason, Mac was erect. And I mean fully erect! 

I just froze, I’d never seen a full stallionhood before. It was just... how could it be that big? I must have stared at it for a good five seconds before Mac laughed and said something along the lines of ‘Ah, sorry, I was just wondering what that hand sex you were having before would feel like.’ I just laughed awkwardly and went back to showering him, careful to avoid touching his oversized member. 

Anyway, after that not much happened and we’re going to bed now. I just still can’t believe how big that thing is. I mean... wow.





November 24st
Hey Diary, work was hard today. I kept getting distracted by thoughts of what I saw in the shower yesterday. It’s not that I’m turned on or anything, I’m not gay! Err, at least I don’t think I am... 

I just keep thinking about the size of it, that’s all. I wonder what it would feel like on my hand. I should offer to wash it for him. Damn, I should have done that yesterday when I had the chance. No, wait, what the hell am I saying? I’m not into stallions like that. 

I just... argh. I need to go for a walk or something, then I’ll clop to pics of mares to clear my head. By tomorrow I’ll probably get this off my mind.

---------------------
Updated entry: Hey Diary...

I uh...

I...

Well, it’s 5am right now, and I had to leave the bedroom. Oh god I can’t believe I just did that in there. Urgh... well, I suppose I’ll share it with you.

We went to bed like normal, and since it was cold we cuddled a little. Eventually, I fell asleep with my arms around him. Everything was great, but then I woke up about 15 minutes ago. I don’t know what woke me up, but I noticed I felt something really warm pressed up against my chest. I glanced under the covers, and oh my god, it was his cock. His giant, erect horsecock was lying right across my chest. 

I stared at it for a few seconds and glanced at Mac, who was asleep. He must have been dreaming about mares or something, because wow, was his cock ever ready. I looked down and contemplated what to do with this thing, I certainly couldn’t fall back asleep with some stallion’s cock on my chest! In the end I decided I would reach down and move it off of me. It sounded simple, just grab it with two hands and move it away from me.

So I did it, I reached down and grabbed it with two hands. It was massive, and it felt so warm in my hands. I continued to stare at it for a few seconds as I slowly picked it up and felt its full weight in my hands. It felt really pleasant to the touch too. Strong, yet tender. Hefty, but not heavy. And warm, but reassuringly so. 

I ran my fingers over the top of it, enjoying the thin, sensitive skin. It was so unlike the rest of Mac. He was this big, strong, muscular stallion, and this was the one part of him that was vulnerable and tender. I gave it a soft squeeze and naturally gave it a stroke. A long, slow stroke with two hands.

And that’s when he woke up.

“Do it again. Please.” He mumbled softly. I looked over at him and dropped his cock in shock. Both his eyes were open and he was watching me. 

Once I dropped it, his warm cock fell back on my chest. I stammered and grabbed the cock again to get it off of me. “Oh, sorry Big Mac, I was just—”

“It’s okay, you can feel it. I love how your hands feel.” He leaned his head over and affectionately gave my cheek a little lick.

I noticed I was breathing heavily and I stared back at the massive cock in my hands. I gave it another slow stroke, than another. “Mac... I don’t know if I should be doing this.”

He nuzzled my neck. “Shh, it’s okay. We won’t tell anyone. If I like it, and you like it, what’s the harm?”

I swallowed nervously, he was right about one thing. I liked this. The feeling of stroking such a massive cock felt really, really good. I had to use both hands to stroke the entire shaft, and it was over a foot long. It felt great to handle something that large. I mean, I was by no means tiny myself, but working on a cock this huge was just something else entirely. So me holding this part of him was enjoyable for of us, I guess. I started stroking the massive cock faster and harder, and Big Mac got his first handjob.  

In fact, I was so into it, I totally forgot about how his cock would respond to that much pleasure. I was sitting there, my mouth open from breathing, when all of a sudden I felt the cock tighten up. Before I fully realized what was happening, it happened. Big Mac came, and he came the only way a stallion with balls the size of tangerines can cum. 

His cock exploded with a torrent of hot cum, and unfortunately for me, I was holding the cock pointed at my face when it happened. The cum went everywhere. It shot in my hair, on my face, on my chest, and some even went in my mouth. Gah, it was so warm, and it had such a distinctive taste and smell.

Just as suddenly as it began, it ended. Before I knew it, Mac was chuckling, and I was just laying there in shock, cum dripping off my face and his softening cock still in my hands. Eventually Mac got up and chuckled again, saying, “Sorry about that, I’ll get you a towel.”

I took the towel from his hoof and did my best to clean off, eventually I decided to take a 5am shower to get the smell off of me. When I came out of the shower Big Mac had changed the bed sheets, and he was back to snoring on the bed. I needed time to process what just happened so I grabbed you, Diary, and went to the kitchen to write.

So here I am now. I’m not sure how I feel about what just happened. It was pleasurable to feel him like that, but then all that cum, urgh. I think I even swallowed some of it accidentally! That’s so wrong, I had horse cum all over me! That’s really disgusting, isn’t it, Diary? That’s like, a really gross thing...

So why did it turn me on?





November 25th

Hey Diary, man, today was a blur. Ha, I thought it was hard to focus on work yesterday. Today was just insane, I couldn’t go ten seconds without thinking about last night! I mean, I could just close my eyes and practically feel Big Mac’s cock in my hands! Damn, my mind has never been so obsessed by something before. 

My only real distraction was lunch. As always, Big Mac packed a lunch for me, and as always I got stuck with four apples and a head of lettuce. But today was different, I actually ate the entire lunch! Apples never tasted so sweet before, and even the lettuce was amazing. I don’t even understand how I could have ever turned lettuce down before, it’s so perfect! Mmm, I even stopped at the grocery store on the way home and bought an entire cart of greens. It was a good thing I did too, I had to throw out all the meat in my refrigerator when I get home. The power must have gone out or something, it all smelled gross to me for some reason. 

Anyway, I don’t know why I’m sharing my grocery concerns with you. Big Mac is over on the couch and I want to go cuddle tightly with him. I feel closer to him than ever! Mmm, I hope tonight we can do “that thing” again.





November 26th
Hey Diary! Oh last night was so wonderful. After cuddling for a few hours, Mac nuzzled my cheek and asked if I wanted to go to bed with him. We headed for the bedroom and wasted no time in getting started. Mac just laid on his back and I started giving his hard member a nice massage. Shortly thereafter I turned to ask Mac how it felt, and he leaned forward and kissed me right on the lips! Oh, Diary, I was blushing so hard. He tasted pretty good too, it was a nice, earthy flavor. 

Our kiss didn’t last too long (I think he was as nervous as I was), and I went back to playing with his hard cock. I watched it more carefully this time, and I could tell when he was about to cum. Even though I knew what was coming, I didn’t change anything. I left it pointing at my face, and I even opened my mouth a little. Mac came just as hard as he did the day before, and I got an entire mouthful of the hot, sticky fluid. Gah, I don’t know why it tasted so good, but it honestly did. I gulped down as much as I could and then went to rinse off again. 

When I got back to bed, Mac was still awake and waiting for me. He told me to take off my pajamas and cuddle with him in the nude. He’s such a sweetheart! He felt so good too, his warm, soft fur on my bare skin. Oh, Diary, I wish we could have laid like that forever. It felt so good, so right, to cuddle up naked with that stallion. 

Anyway, as romantic as that was, that was just last night! Today at work I felt like I was in a daze, thoughts of Big Mac entirely consumed my mind and I was just counting down the hours until I could come home to his embrace. I had planned to stop at the shoe store on the way home (my current shoes feel really tight for some reason) but I missed Big Mac so much I couldn’t bare spending the extra time to go to the store. I just drove straight home and ran up the stairs to my apartment. I knew I was home when I could smell him. You know that amazing, amazing stable smell? It’s a mix of hay, dirt, and equine sweat? It’s a pretty distinct smell and oh my god, I love it so much! It just smells so natural, and it reminds me of Big Mac!

Ooo, Diary, I got to go, Big Mac just knocked on my room and said he finished making us dinner. We’re having apple slices, lettuce, sprouts, and alfalfa! Or at least, that what I think we’re having. I can smell those greens all from way over here on the other side of the apartment. Alright, enough writing, I’ll update you tomorrow~





November 27th
Hey Diary, I’m telling you, things are amazing right now! Last night we went to bed, and as soon as I saw Big Mac’s cock I realized I wanted to do something new. I told him to sit on the edge of the bed, and I got on my knees and starting licking his cock! Oh, Diary, I’ve never been so aroused in my entire life. I thought hand jobs were sensual, but this was something so much better! The smell and the feel of his cock on my tongue, wow, just wow. 

I couldn’t realistically get that much of him in my mouth at once (he is huge after all) but I used my hands to massage his shaft while I sucked on the head. Eventually he came right in my mouth, and I swallowed as much as I could! After a pint or so though, the cum was just coming out so fast that I had to let him spurt out the rest on my face. 

As dirty as I was, I didn’t want to take a shower. So I just sat there and used my fingers to clean my face and swallowed every drop I could. Big Mac was so happy with me that he said we should take our love to the next level. I didn’t know what he meant by that, but I eagerly nodded and told him yes! 

That was all last night. This morning I woke up to Big Mac licking my face with his big, sexy tongue. I giggled and we started making out. We really got into it, and I loved every second of it. Diary, have I ever told you how much I love the taste of his stallion saliva? It’s just so exotic! Anyway, after making out for a while I decided I wanted breakfast in bed, so I moved down his body and started licking his sweaty balls. It didn’t take long for my favorite cock to peak out of its sheath, and I quickly turned my attention to pleasuring that. It only took a minute or so for him to cum in my mouth, and this time I managed to swallow it all on the first try! Mmm, it was heavenly. 

Anyway, after that my tummy was full, so I drove to work. When I got there I realized I wasn’t wearing any socks or shoes, but that was fine, walking barefoot felt really natural for some reason. I got a lot of stares at work, but no one confronted me about anything. Though, I do think someone was pulling a prank on someone at the office today. People were asking who brought a horse inside the building because the whole floor smelled like a barn. I didn’t see any horses though, so who knows what that was about. 

Oh, and there was another odd thing! When I went to get coffee the secretary asked what I was using in my hair. I didn’t use anything though, was she just playing a joke on me? Bleh, I’m telling you, Diary, I don’t like all those people at work. Why can’t I just stay home and be with my Big Mac all day long? Mmm, man, that would be nice. It would really help with my cum cravings too. My body was just craving another load down in my belly. Thankfully, Mac was pretty understanding about it all after I told him how much I was looking forward to sucking his cock. And guess what he said? He told me we didn’t have to wait until bedtime!

I just about squee’d right there on the spot! I sucked him off right there in the living room. Afterwards, he kissed me and told me I could have him whenever I wanted. I’ve never been so happy before! I spent the entire afternoon naked, cuddling with Big Mac. In between our make out sessions he would tell me how much he loved me, and how much he wants me in his life. I would just giggle and tell him I loved him, all the while my hands would idly play with his gorgeous balls.

Mmm actually, Diary, all this talk about Big Mac has got me really aroused. I’m going to go get another taste of him. I’ll update you on things tomorrow!





November 28th

Hey Diary, things were really weird today. Well, not between me and Mac, things are great between us! It’s just, well, other things. I’ve been noticing a few things around here that aren’t making any sense.

For starters, my eyes were blue. Right? They were always blue. Well, not anymore, I have brown eyes. And then there’s my mane! Err, sorry, I mean my hair. My hair is getting crazy long, and it’s even growing out of the back of my neck now! Cosmetics aside, I also put on over 50 pounds in the last few days. It’s not fat though, I actually feel stronger and bulkier than before. But I haven’t been working out, so how did I gain all that muscle mass?

And I know it’s not just in my head. Today when I drove into work the security guy who looked at my ID badge didn’t let me through. He asked me who I was, and  why was I trying to break into these offices. I tried explaining I was the person in the ID badge, but he wasn’t having any of it. He said it looked nothing like me and I didn’t match the descriptions for weight, height, and eye color. 

Well, what could I do? They wouldn’t let me into work, so I drove back home. At least Mac was waiting for me there. He gave me a massage on the sofa and told me to relax, and everything would work out between us. I really hope it does. I’m fine with quitting my job, but will Mac still love me if I can’t pay the bills? What am I going to do if they kick me out of the apartment for not paying rent? Mac said not to worry, he said he had a plan, and if I loved him I would be safe with him. 

I really do love him, I hope he truly feels the same way. I don’t know what I would do if he left me. I just... I need him! I love him so much and he understands me! I better go tell him what I feel and give him some pleasure. It’s the least I can do. 





November 29th
Hey Diary... Um... guess who now has a tail? 

Yeah, I could hardly believe it myself, but I grew one overnight. I was really, really scared at first, and I screamed when I saw it. That woke up Big Mac, and he was thrilled when he saw me with it. He said it was the most beautiful tail he has ever seen, and he thought it made me look even prettier in his eyes. Dawww, he’s such a sweetheart! 

I guess I’m okay with having a tail if Big Mac really thinks it makes me look good. Since I don’t work anymore, I just spend my entire day, naked, in the house with Big Mac. So if he likes how it looks, that’s all that really matters. It’s not like anyone else is even going to see it on me. 





November 30th
Hey Diary, another day at home. I stopped looking into mirrors, my body is getting stranger and stranger by the day. Would you believe me if I told you I had fur on my arms? Yeah, I have a light coat and yellow fur. I’d go see a doctor about it, but I think I’m too far gone now. My entire body feels different, and I’m scared of what’s going to happen to me. 

Big Mac can tell I’m stressed, he keeps telling me to trust him, and everything will make sense in another day or so. I trust him, I really do. He’s been there for me everyday, and I know he wouldn’t lie to me. But still, I’m going to hold onto him extra tight tonight. I just don’t want him to leave me alone, looking like this.





December 1st
Hey Diary, sorry I’m writing less these days. It’s just getting really hard to hold this pen in my fingers for some reason. Not only that but—



“Hey, Sweetie Buns, what are you doing?” Big Mac trots over and kisses my neck. 

I smile and kiss him back. “Hey there sexy, I was just writing in my diary.”

“Well can you put it away for a little bit? I want to try something new.”

“Oh course Mac!” I kiss him on his salty lips, then turn to my desk and close my diary. “What sort of thing did you want to try?”

He grins. “Get down on all fours, honey.”

I raise my eyebrows, “Ooo, something kinky? I like this idea.” I quickly get down on my hands and knees and smile at my lover. “Want me to suck you off while you stand over me?”

“Not quite. Let’s do something I’ve wanted to do for so long.” Mac trots around to my ass and starts licking my plothole. 

I look back, surprised. I was almost exclusively the ‘catcher’ in this relationship. Mac licking my ass seemed out of character for our roles. “Honey? What are you doing? You know you don’t have to pleasure me like that.”

Mac lathers up my sphincter with more of his saliva. “Oh, this isn’t supposed to be pleasure, this is just lube.”

My eyes go wide as dinner plates and my tail jerks up. “Honey... we talked about this before. You’re far, far to big for me. I’m just a human, you won’t fit!”

He rubs a hoof over my fur covered legs. “You’re not really a human anymore, sweetie, look at your gorgeous flanks.”

“Aww...” I blush. It was always cute when Mac referred to parts of my body using pony anatomy terms. Come to think of it, he’s been doing that a lot these past few days. I suppose that makes sense, I do have a tail and fur covers over half my body. 

“Sugar, I think you’re ready for me. You've gotten big yourself, we can finally do this.”

I look back at his erect cock and see him line it up with my ass. “If you say so, honeycrisp.”

        “Tell me if it hurts too much.” Mac grunts as I feel him put his forehooves on my back and start to mount me.

        “AAaahhhhhhhhhh~~~” My mouth drops open as I feel his hot, thick cock press into my body. I feel my ass open up for it, and it slides in an inch, then two, then three. 

        “Oh, sugar, you’re so tight.”

        “It, ah! Oh God that feels so good!” I moan loudly as I feel the stallion cock slide past my second sphincter. Being penetrated was nearly indescribably, this was unlike anything I’ve felt before. It was like the pleasure of doing a good “number 2” but much deeper, and the fact that someone else was controlling it made it feel so amazing. My mouth opens on its own volition as I craved more. I so badly wanted to be used by him, “Fuck me harder, Mac, fuck me! Deeper!”

        “Mmmhmm,” Mac grunts and plops his entire upper body on my back. A moment later he starts to pound his hips into mine, fucking me doggie style. Or rather, pony style.

        “Oh yes, yes, yes!” I cry out in pleasure at being mounted like a fellow pony, on all fours and in this position. The feel of his cock ramming into me just enhances the pleasure I feel all over my body. From the top of my poll, down to my hooves, everything just feels perfect!

Wait, wait a second. Hooves? I glance down at my limbs. 

“Um, Big Mac?” My ass continues to glow with pleasure as I look down at my hands, and I watch them turning into pony hooves before my very eyes. “...Mac?”

Mac hesitates. “Yeah, honey, I haven’t been 100% honest with you about why I came here.”

I put aside my own transformation questions and turn my head to look at his face as he continues to pound my ass. “You said you were looking for a wife.”

He shakes his head. “I’m not into mares, never was. I always loved stallions. I’m sorry for not telling you sooner, sweetie.”

“Oh, honeycrisp, I figured as much.” I lick his face, noticing that I at some point developed a pony muzzle and tongue. 

Mac returns the gesture. “Well, the problem is, stallions are really rare in Equestria. It’s like 90% mares there.”

I frown. “That sounds horrible, how are you supposed to find a special somepony?”

Mac bites his tongue. “I asked Twilight that same question, and she had the idea to send me here. She said I could find someone who loved me, and then I could bring them back with me.”

My chin trembles. “Oh Big Mac, does that mean what I think it means?” My large, pony eyes well with tears.

Big Mac starts to cry as well. “I was too nervous to ask you about it before. But the more fun we had together, and the more we love we shared, I knew that you were the one I wanted to bring back with me.” 

I feel his cock start to flare inside of me. “So, that’s why I was changing. You wanted to turn me into a stallion that you could bring back home with you!”

He cries a few tears of happiness. “Yes! And I’m so sorry for not telling you sooner, I was so scared you would say no. But what do you say? Will you be my special somepony? Will you be my stallion back in Equestria?”

For my answer I kiss him right on the lips, and I send my tongue to dance with his. Moments later, I feel him cum inside of me. We kiss in pure bliss for several seconds, and then my pony ears start to hear a crackle and a pop coming from my living room. “Honeycrisp, is that what I think it is?”

He nods. “Yes, sweetie, it is. It’s the portal back home.”

“A home for both of us?”

He licks my muzzle “Yep! And it has all the apples you could ever eat!”

I nuzzle him affectionately. “I only need one Apple in my life.”
> Charlie's Sexcellent Adventure - [RAPE WARNING, mind regression, incest] [Guest Chapter]
> --------------------------------------------------------------------------








Final warning, this chapter contains rape




Charlie watched as those two-legged things in the leathery, spurred shoes and the wide-brimmed hats opened the gate and trotted towards him. He stood out in his open field of grass. He was alone, of course. Not many of the others made it through the last couple cold months. But he did.

The feeders, and sometimes back-riders, were closing in on him. He could hear them communicating with those silly sounds that liked to come out of their tiny mouths. It sounded as strange as those giant, flying pieces of metal in the sky. They were so loud, they tended to spook him and his fellow creatures. Something about it seemed so unnatural, yet it happened so often. He wondered what sort of creature those things were.

“... So, doc, we’ve reached an understanding, I reckon?” the-one-who-feeds-Charlie said, taking off his topper. 

Charlie craned his head toward the things, watching the strangeness of the creatures. Instead of both having those goofy head-covers, only the one Charlie recognized was wearing one. The other was ganglier. And uglier. He stood at least a head taller, and, out of the side of his mouth, a snaggletooth pulled at his lips. The usual, strange clothing that those things wore was instead a long white blanket. Like the ones that the one who fed Charlie liked to drape over him in the winters. But it draped over his legs and had a bunch of pockets in the front. Instead of soft, blue eyes, this one’s were yellow. And his pupils were red like the barn. Glaringly red.

“Of course, my friend,” the thing in white said. “If I’m anything, I’m a man of my word. Social compact is absolutely imperative to society. Without it, how would anyone expect to get things done!” The noises he was making sounded happy, and the way his lips contorted and eyes beamed, he looked happy.

The one who rides Charlie on the weekends spoke up. “But, ya see, this is my last stallion. I lost all the others from colic, and I’ve only got a few mares left.” 

“You have nothing to be worried about,” the ugly one said. “I have no interest in ever hurting your horse. In fact, I think he’ll be a very happy horse once this is all over with.”

The familiar one scratched his neck and contorted those two little patches of hair above his eyes. His tiny eyes were even more scrunched up than usual. “I understand, doc, it’s just that I love this horse. I’ve had him since I was 15, and it just don’t feel right givin’ him up all the sudden. He’s like a brother to me, ya know?”

He patted Charlie on the side of the necks and rubbed behind his ears, just the way Charlie liked it. Charlie liked him. It made him sad to see the little thing so sad. He had spent most of his life with him. All of it, actually. 

Charlie licked his friend’s face to make him feel better. That always made him feel better. 

“Mr. Marshall, you shouldn’t feel bad about losing a friend. In fact, with the money I’m paying for this horse, I’m sure you could raise a whole herd of foals just like this one.”

The one who feeds Charlie and plays with him and rides him chuckled and kicked at the ground. “I guess you’re right, doc. I guess you’re right.” He turned his attention back to Charlie. “Now, Charlie,” at this Charlie’s ears perked up. That was the name he was given. “I just want to let you know that this is for the best, and I know it may seem like it… but I love you, ya stupid horse.” The thing smiles and hugged Charlie’s snout. “I’ll always love ya.” 

Charlie could tell his friend was very sad today. It would take something more than the usual to cheer him up. Charlie lifted his head and bit down on the creature’s hat, taking it and lifting it high above his head. His friend loved this game. They liked to play it when they were younger, and every time they played it, his friend would pretend to be angry, and Charlie would pretend to eat his hat.

Charlie loved that game.

The one who cares for him, though, didn’t even move break his expression. “You can have it, Charlie. To remember me by, right?” He patted Charlie on the head and turned toward the ugly one. “Okay, doc, you can take him. But promise me one thing.”

“Oh,” the one with strange eyes and a snaggletooth said, beaming at me. “What would that be.”

Charlie’s friend kicked the ground and put his hands in his pockets. “Make sure you make him happy. Happier than I ever could.”

The ugly one took a step closer to Charlie and patted him on the nose. “I wouldn’t worry about that. Something tells me he’s going to be the happiest stallion in the world.”

Charlie was lead away from his home. 





Nothing smelled familiar. The aroma of grass was pungent, and the feeling of home was completely replaced by an alien sense of being lost. And with the cracking open of his eyes, the feeling of being misplaced only doubled. He was in an open field, but not his. There was no long, white fence to keep him from wandering off, and there was no big red barn to guide him to his oats and hay. It was just an empty field a dense layer of foliage across the way.

Charlie stood up. 

And he fell back down on his flank. He craned his neck to the side to see what was wrong. Something was very wrong. He neighed at the realization that he was small. Tiny-small, like one of those four-legged creatures that barked at Charlie whenever he got too close. But he still had hooves—though they were much wider and stubbier than before—and could see the end of his snout through his eyes. They looked at least close to normal. 

His fur was lighter than he remembered. Almost closer to the orange leaves on the tree right before it got cold enough to wear a blanket. He looked further down and realized, and with enough surprise to make him whinny, that he could bend and stretch farther than he ever could. Why, he could even touch his front hooves to his back hooves if he wanted to. He could sit like his friend sat on the ground.

He could see those things that dangled between his legs. Charlie had seen them on the other stallions when they were still in his field, but his looked different. They were bulbous, and had mottled brown splotches. Not at all how he thought they looked. And right above them, there was the head of his favorite toy. He loved it when his friend cleaned it, and when he was allowed to mate with the mares. It was so much fun even though it only lasted a few seconds. His toy looked smaller than it used to be, but then again his entire body was smaller.

If only his friend was here to lead him toward home.

His happiness faltered. Where was his friend? Why was he in the middle of this field with no one but himself, and who would feed him oats and hay? Why did his friend leave him?

Charlie drooped his head and stared at the ground for a moment. What was he going to do?

“Alright, little ones,” a voice called out, causing Charlie to jerk his head toward the sudden noise. It was strange, because it sounded like the noise his fellow herd mates used to say. But clearly defined, and with meaning. Instead of emotion, it carried weight. He understood it.

Across the field, near the very end of the treeline, there was a bright yellow creature. It looked very familiar to what Charlie looked like. Or what he used to look like. Only smaller, with larger eyes, and painted in vivid, bright colors. Very big eyes, actually. Maybe that was what Charlie resembled now? But his eyes were definitely the same. And he was still a little bit bigger than the creature, though. Long, feathery appendages adorned her sides. They looked like the wings of a bird, only large enough to carry something big. Charlie looked down at his sides. He didn’t have any wings.

The yellow creature flapped her appendages, and, to Charlie’s surprise, lifted a few feet in the air before falling back down near a large tree.It was standing near a tiny little brook passing underneath the root of a tree. “Now, go ahead and drink up, and I’ll gather some of those tasty mushrooms you like so much. Alright, bunnies?”

Charlie could tell it was a she. He didn’t know how, but something in that voice pointed to the fact that she dainty and mousy. Charlie wasn’t sure if he could repeat the noises she was making, but he could understand her. She was speaking to those little rabbits near the water. They weren’t speaking back, but Charlie wasn’t sure they were supposed to. In fact, he didn’t care much about any of that.

He could only think about one thing. His new feeder must have put him into the field with the mares. Yeah, that was it. He could feel his favorite toy begin to peek out of him. He trotted over toward the waiting mare. She and he would be making a foal for his new caregiver, whoever that was. He was excited. It wasn’t every day that he could go up to a mare and mate with her.

He closed in on the mare, and by the time he was only a few feet away, she noticed him. Her face contorted into shock, and she nearly jumped out of her spine. Her mane covered her eyes, and the creature shied away. Charlie thought it was strange that she was so jumpy. Almost like she saw a rattler or heard one of those bang-sticks. Charlie got closer.

“Um, hi,” she whispered. Charlie got closer. 

“Is this your stream my rabbits are drinking out of?” she asked. Charlie flicked his mane and took another step closer. She shrank down.

“I’m so sorry! I’ll be out of your way right now!” She turned around and grabbed up a bunny in her hoof. Charlie reached her.

He whinnied loudly, causing her to jump in panic. Charlie sure thought that the mare was acting weird. Usually, she’d have lifted her tail for him to show that she was in heat. He couldn’t tell if she was receptive or not, but he wouldn’t have been put in the field with mares if they weren’t going to mate with him. He took a step closer and sniffed around her tail.

She jumped up in surprise. “Oh my, what are you doing?” Her face was red and eyes the size of the moon. The mare turned around and backed away toward the stream. She was stopped by the tall tree root. “Please get away from me!”

Charlie neighed in response, getting closer and dipping his head to her flank. He thought it was strange that someone would burn three pink butterflies into her side, but it wasn’t much weirder than some of the brands he had seen. He could smell her feminine odor. Her hole was dripping with that funny liquid that tasted like salt. He didn’t know why stallions did this, but he had seen it done a thousand times and did his best to imitate them too.

He got further behind her, as she covered her face with her hooves, and stuck out his tongue to taste her hole. She eep’d in response. It tasted different than what Charlie was used to. Sweeter than the usual salty taste. But still, he could feel that same nubby, round thing poking out of the slit ever few seconds. She was in heat alright. 

The mare was still covering her muzzle with her hooves, almost as if she were embarrassed of what they were about to do. Charlie nuzzled her affectionately. There was nothing wrong with mating. It was natural. It was fun. It was what his new feeder wanted him to do. 

Charlie nipped at her ear and pushed her with his side. Slowly, she stood up and removed her hooves from her face. She was shaking uncontrollably, but soon, Charlie saw her lifting her tail as he breathed on her rear. In front in him was his second favorite toy to play with. The one that he needed in order to play with the first one. It was dripping wet like all the mares he had mated with before. But hers was also smaller and cleaner than usual. Maybe it had something to do with being a different creature, Charlie thought. His toy must look cleaner too.

“Please don’t do this,” she said. “Let me go…” 

Charlie looked at her eyes, soggy with those things that the feeder used to get when he was sad. Was she sad? Why was she sad? She should be happy that he was about to sire her foal. A nice little foal to play with and feed.

Charlie whinnied. Maybe she was sad because she didn’t have a foal to milk her. And she wasn’t pregnant. 

Charlie mounted her. Don’t worry, he thought, you’ll be pregnant soon.

The mare screamed in fear as she felt Charlie’s weight fall onto her back and wings. He was careful not to injure her wings, but it was hard not to hit them when she was flailing around underneath him. He wondered why she was so against him mounting her. It was what he was supposed to do. 

“Help!” she called out. “Help me!” Charlie beared down on the mare, keeping her still with his hooves. If she wasn’t still, he couldn’t put his toy in her hole. She needed to be still.

He gripped her mane with his teeth and pulled her back with his hooves. His toy was hard now, and kept missing the hole by just a tiny bit. Come on, he thought, I want to make her happy. He felt the slick liquid oozing from her slit start to come off on his toy. It felt good, but it made it harder to make it stick. He thought that maybe since it was a smaller hole than usual, it was harder to get inside her. 

She continued to try and get away. “P-please, Mister… D-Don’t rape me. I don’t want to-”

Charlie found his mark before the mare could finish. She let out a scream-like neigh and buried her head to the ground. She weakly tried to get away, but Charlie’s grip was too strong. He felt her insides wrap around his toy like a vice. She was much tighter than any other mare he had ever been with. While she squeezed, the old mares used to just take it standing up, their holes loosely rubbing his member with their wet walls. The only thing that would ever be squeezed was the head, which was barely tight enough to make him feel good and make the white stuff come out. 

But this mare was the best mate he’d ever had! Her whole body was quivering and little moans were coming out of her muzzle. Was she doing that because of him? He had never made a mare make noise before. It made him feel good that he made her feel good. 

Charlie’s hips met her flanks with a loud smack as he slid in and out of her. There was a loud, shleck, shleck noise every time he pumped in and removed himself. He was wet down there. All over those things that were in between his legs, and the growing toy that was submerged in the mare’s fun hole. Charlie didn’t know why she was crying, but she would feel better in a second. He was about to feel a whole lot better in a second. 

Just as usual, and especially with this tight mare, Charlie felt himself toppling over the edge. it only took about fifteen seconds from start to finish, but Charlie loved every second of it. He rammed himself all the way inside her and bit down on her mane. She screamed as he felt himself pump that white stuff into her. The foal making stuff. Charlie didn’t know how it all worked, but he knew that there would be a foal growing in her belly when it was over.

He grunted and stayed still for a moment, allowing the tip of his toy to un-flare and let him pop out without spilling the white stuff. He felt a sudden warmness, though. It was unexpected, and he quickly rushed to dismount her. Her tail remained raised, and from behind, he watches her wet, sticky folds shoot out a yellow spray onto his legs. 

She was peeing. Charlie wasn’t sure why she was, considering that usually happened before mating, but nevertheless, her folds spewed forth her urine. It smelled like heat, and it smelled familiar. Like Charlie’s home. Like the field he used to live in.

He trotted up beside her and watched her face contort as she released herself onto the ground. A little bit of the white stuff was leaking out of her hole, too. A different hole than the one peeing, but very close. Charlie nuzzled her to say thank you, and to say that she hoped she wasn’t sad anymore.

She turned her head and nuzzled back. Her eyes were smaller than Charlie remembered. Small and black, like they were supposed to be. Now she looked more like him. Even that brand on her flank was gone. Almost like it had vanished. The mare whinnied and licked Charlie’s face, thanking him for giving her a foal. He was glad to have helped. It was his duty to give it to her, and it was her duty to give it life. Maybe he could play with the little one after it began to walk. 

He looked around, and, seeing as though there was no white fence to contain him, decided to explore. Maybe he’d reach the limit eventually, but until then, he’d have an adventure. Surprisingly, the mare began to follow him. Maybe she was still afraid of something, but he couldn’t tell. They just walked together through the field, toward something off in the distance. Maybe it was Charlie’s new home. 





“But, Dad, I don’t think they sell expensive jewelry at the market,” Twilight Sparkle said, catching up to the blue stallion who marched erratically toward the center of town. “Maybe you can get her some flowers or something. Maybe buy her dinner.”

The stallion nodded. “I know I can, but still. If your mother sees that I didn’t buy her something expensive, she’ll think I forgot our anniversary, and if she thinks I forgot our anniversary, she’ll leave me, and if she leaves me…” He shuddered. “Oh, Celestia. We have to find something before I go back to Canterlot.”

He hurried faster as Twilight struggled to keep up. “Would you relax? There’s no reason mom would leave you.” She paused for a moment. “Maybe she would make you sleep on the couch for a while, but she wouldn’t leave you.”

“Twilight, that’s a risk I’m not willing to take.” He gave her a stern look. “I need to buy her the biggest horn ring in town! Right now!”

Twilight rolled her eyes. “As I was saying, I don’t know if they have those here. In case you haven’t noticed, this is an earth pony settlement. Not much need for horn rings when there are mostly just earth ponies living here.”

The stallion kept going. He was going to take his chances. In this whole town, there must be at least one little diamond studded thingy to give his wife. The market came up soon, and both ponies walked into the crowd. 

“Alright, sweetie, you go look by that flower shop over there, and I’ll go look by the smithie. Meet back here in a few minutes, and we’ll see what we’ve got, okay?”

Twilight hesitated for a second but rolled her eyes. “Okay, Dad, sure.” 

Twilight’s father nodded to her and bolted in the other direction. Twilight couldn’t help but giggle before she turned back to the flower shop. She knew there were no horn rings around here, but maybe her mom would appreciate some nice flowers. Her mother wasn’t a greedy mare by any degree, but still, she liked it when ponies put thought into a gift. 

She looked around the selection. Her mother love chrysanthemums. Maybe they have some of those… 

“Celestia! What is she doing!?” a voice rang out, drawing Twilight’s attention. There were a circle of ponies in the middle of the market, hooting and hollering about something. And it did not sound good. 

Twilight pushed her way through to see what was happening. “Get off of her, Caramel! Fluttershy, get away from him! Stop it, you two!” 

“F-Fluttershy?” Twilight gasped. There was her friend, the shyest, most timid member of her friends, bent over, tail raised, mouth open, and moaning from a stallion humping her. Twilight nearly fell over in surprise. She wasn’t even blushing. Just a primal grunt, devoid of any sort of language besides neighs and whinnies. Twilight came in close.

“What are you doing, Fluttershy!?” 

The mare didn’t respond. 

“You’re going to get sent to jail, Fluttershy! Stop it right now! And you too, Caramel!”

Both ponies continued humping as the crowd watched in a mixture of disgust and curiosity. There were liquids flowing out of Fluttershy that Twilight didn’t even know could flow out of a pony. A pool of yellow, white, and clear liquid intermingled underneath their hooves. Twilight coughed when she realized that some of it was urine and the other part was semen. 

Suddenly, Caramel whinnied loudly and hilted inside Fluttershy who was squealing like a filly. His balls contracted and his member flared. It didn’t take long for more stallion sauce to come pouring out of her by the cup. They were finished, and everypony in the square was at rapt attention.

Caramel pulled out. He didn’t make any eye contact with another pony. Soon, he began to urinate while staring off into the distance at nothing in particular. He looked lost.

A frothy, yellow puddle grew on the ground as his shrinking member ejected a mixture of sperm and pee. Nopony said a thing, simply watching it as it happened. Twilight looked to her side and even saw a stallion with an erection. She wanted to slap him for thinking that way. Something here was wrong, something awful. The mare, panting as she lay on the ground in her own juices, would never do something like… like this. 

Then Twilight noticed something strange. Fluttershy’s cutie mark. It was gone. And her eyes were changed. They were small and black and for some reason, dull. Something was definitely rotten in Ponyville, and Twilight intended on getting to the bottom of it. 

Twilight was about to make a move to pick up the mare and bring her to her cottage to get her to answer some questions, but she felt a breath roll across a very sensitive area. She nearly jumped ten feet in the air. The only thing keeping her down was the sudden weight of a pony mounting her from behind. 

“Hey!” she yelled. “What are you doing!” She tried to get away, but they were too strong, whoever they were. She craned her neck back to see who it was. 

The stallion had a burnt orange coat and a brown mane. His eyes were dull and expressionless, and his face showed no emotion. He was grunting, and Twilight soon found out why.

The stallion’s member was slapping on either side of her inner thighs. He was big. Much bigger than she thought she had ever even seen. Almost animalistic. 

The stallion was holding her hips down with his hooves, and every few seconds, he would separate to try and pierce her with his cock. He was getting close too. She felt his flared tip missing her slit by centimeters. She wasn’t wet by choice, but it was spring. And she knew that her heat would be on her soon. She was already dripping a bit, like every other mare in town.

“Somepony, help me!” she called out. Twilight looked over to where the other ponies were standing around Fluttershy. But this time, they didn’t move a muscle. They all stood around her, sniffing in the air like a pack of wolves. The stallions were erect, and the mares were oozing fluids like she was. She grimaced at the sight. 

“Please!” she screamed. “Dad! Help me!”

She turned her head to look at the stallion. He was rearing back. “Don’t, please! Don’t put it-”

But it was too late. The petals of her dripping flower were parted, and a foot long cock slid its way into her, rubbing her insides with leathery flesh. She screamed at the sudden intrusion, wanting it to hurt so much worse than it did. But she knew it didn’t. The juices she was leaking were enough to stop any sort of friction. She might as well been a tub of jelly to him. And damn was he big.

Twilight hated herself for moaning, but she couldn’t help it. Her soaked clit was rubbing his balls every time he hilted inside of her. His cock was all the way up to her ribs, and pushing against her womb.

Tears were streaming from her eyes. “D-Dad… please… h-help me… I d-don’t want him to…”

The stallion stopped and so did Twilight’s heart. Oh no! she thought. “Not inside! Please!” She tried to pull away, but he was too strong, and he was biting her mane. His cock was flaring, she was gripping him as hard as she could from orgasm, and she was screwed. The pleasant warmth of his spunk shooting into her made her melt like butter. It felt so right, so natural, and she can’t remember ever having been against it. Something in her head snapped like a wound up rubber band, allowing her to think freely for the first time in longer than she can remember. It was a good feeling. A natural feeling. Her eyes even felt relieved for some reason. Foggy, but relieved.

She neighed. The stallion behind her pulled out, and she was free to do something she had wanted to for quite a while now. Twilight released her bladder, lifting her tail and shooting her pee onto the ground behind her. Around her, she could hear the meaty sound of stallions pumping their cocks and mares massaging their flowers. That looked like a lot of fun.





Mr. Sparkle trotted out of the shop to find a large crowd forming in the center of the square. There were loud shouts and a varying of whinnies and neighs. Almost bestial in nature, like something you’d find in a play about the original pony tribes. Mr. Sparkle’s brow furrowed and he trotted over to see what was the matter. 

“D-Dad… please… h-help me… I d-don’t want him to…” he heard a shallow voice whisper, barely audible above the crowd. His eyes shrank, his heart sank, and he breathed in tightly. Was that?... he thought. Was that Twilight?...

He heard a scream and immediately jumped into action. The sound was unmistakable. His daughter was in trouble, and whatever was happening, it was his job to stop it. For his little girl.

He broke through the crowd and saw a sight that chilled him to the bone. All around him, mares, stallions, foals; all were hoofing themselves or mounting each other, neighing as if they were animals. The mares were offering themselves up to the stallions, and like clockwork, one by one were mounted and penetrated. Cum was littering the ground. 

And then he saw her. 

Twilight was motionless in the middle of the circle, a stream of piss and a stream of white liquid flowing out of her saggy folds. Her father almost had a heart attack. His little girl was just taken in public, cummed in, and then let to soil herself while other ponies pleasured themselves. This was an atrocity! It was a gross outrage! It… it…

Mr. Sparkle sniffed something in the air. It was thick. The scent very well may have been choking him, but he couldn’t move very well to see if he was right. His body was unresponsive, as if in a fever dream. The smell locked his joints and pressured his muscle, forcing his member to pop out of its sheathe and hang limply in between his legs.

His eyes darted to the source of the smell. He knew it had to be. Mr. Sparkle took a step closer. It was asking him to, he had to. He took another step. She wanted him to; look at the way she’s presenting herself. She’s even in heat. He took a final step, his nose only a few inches away from his daughter’s slit. He breathed on it, and her tail twitched. 

He licked her pussy and savored the taste of the stallion who took his daughter’s virginity. It was ripe and salty, but it tasted like nothing he’d ever tasted before. He noticed a few stallions getting closer to him and growled like a beast. Get away, he thought. This mare is mine! This is my cunt!

He went back to licking, sucking out as much fluid as he could from her slit. It was enough for a few mouthfuls, and he quickly downed them as soon as his mouth was filled. It smelled intoxicating, and he couldn’t even think straight. Part of him knew it was wrong, but the other part didn’t care at all. All that part saw was a beautiful pussy that wanted nothing more than his foals. Oh, the foals they would have. Two, if not three of the little ones, each desperately wanting their mother’s milk. 

He mounted his daughter and struck home on the first try. He slipped in without any problem whatsoever, and she neighed in pleasure. Twilight was looser than he’d hoped, but that may have been from the last stallion. He’d have to thank that stallion for showing him how grown up his little girl became. She was taking cock like a real mare. 

He hilted inside of her, lasting only about twenty seconds. Cum flooded her womb and he pulled out with a loud plop. Suddenly, his cock began to shoot urine in a thick stream, uncontrolled and loud. It was getting all over his legs and all over Twilight. He didn’t even care. She was his anyway, and that dripping, saggy pussy in front of him would gobble his dick many times in the future. He felt her lubrication all over his cock. It was instinctual, and natural, he thought as he nuzzled her head. They were mates now. One of many, he’d hoped. He would have to start his own herd, and Twilight and her mother couldn’t be the only ones in it. He looked around with his dark black eyes.

Time to make some foals. 



 

Ponyville was devolving, and the audience was happy to see his experiment had worked. His yellow eyes and red pupils scanned the streets, mares running away from stallion, stallions mounting mares, and pools and pools of cum all over the ground. He laughed and laughed and laughed. This was priceless. He had worked so hard to mess with these ponies before, but his newest ideal was the most brilliant one yet. Instead of fighting the ponies, let their own primal instincts and feral nature come forth and do the damage for him. With this trick he knew how to create more chaos than he ever thought he could! 

His paws snapped and he grinned as his gaze turned to Canterlot. Time to have a little more fun.   
> Minting Penny - - - [TF w/TG, slow detailed TF, Guest Author: Kaidan]
> --------------------------------------------------------------------------

	“Thank you for volunteering.” The man wore a white lab coat and stood beside a projector screen.

I sighed and leaned back in my chair. When I’d seen the flier for volunteers to be on the first expedition to a new planet, it had seemed too good to be true. The problems with overpopulation and pollution on Earth had long since passed the point of no return. WIthin a decade, all human life would be dead. If this man wanted to get me off-world, I would take it.

“As you know, we’ve been searching for a new home for humanity. What you don’t know, the reason you’ve all signed a nondisclosure agreement, is that we have found one.”

Muffled whispers sprang up around the room as students began to discuss this revelation. There were several dozen volunteers here today, and it was likely only one would get chosen.

The scientist activated the projector, revealing an ideal planet to colonize. It appeared just like Earth was a few hundred years ago: full of vibrant colors.

“Now, we’ve sent a dozen probes there through the warp network. The planet emits a radiation that had sterilized all of the microbe colonies sent there. No probe that landed to take surface samples has returned. It is my theory that if humanity is to colonize this planet, to survive as a species, we must adapt to this radiation.”

One of the students raised a hand. “What kind? Alpha, gamma? Is it lethal?”

“We don’t know yet,” the scientist admitted. “However, one of the probes was carrying a mouse and unlike the microbes it. . . survived the radiation. You’re here today to see if we can find a volunteer to undergo a radiation therapy, using the samples we’ve gathered from the planet.”

At this point over half the students got up and started to leave. None of them wanted to get irradiated for science. I started to stand to join them when the scientist spoke up again.

“Of course, there will be a generous stipend of half a million dollars paid to you, or your next of kin, for agreeing to participate. The radiation won’t kill you, but it will cause you to adapt to the alien environment, and you will go there with our next probe to make contact.”

I stopped, and sat back down. There were only four volunteers left at this point. My family had recently gotten into debt and could use that stipend. Plus, I’d be safe on this new planet, perhaps my family would get to come next. After all, Earth was doomed either way, why not take a chance?

“Thank you for staying.” The scientist went over and locked the door. “The four of you deserve to know what you’re volunteering for. This planet contains sapient life. We haven’t made contact yet, and need an ambassador. We believe our treatment will turn you into one of the aliens. We haven’t seen one yet, satellite photos have somehow been blocked. Yet we do know this: their solar system defies physics. The sun orbits their planet. The weather is perfect, no storms, no hurricanes, no droughts.”

He flips through the slides showing us as many images as he can of the planet. “Any questions?”

I raised my hand. “Yeah, if this works what about my family?”

“They can be paid the stipend and brought on one of the first evacuation shuttles. If this experiment works, it will save humanity.”

Another student stood up. “So you want to turn us into an alien life form, launch us off to an alien planet, and hope for the best? No thanks.” He headed towards the door.

“Very well, but remember you signed a nondisclosure agreement. Anyone else want to quit?”

I watched as the only other two students slowly walked out, just leaving me. I froze like a deer in the headlights.

“So, are you my lucky volunteer or are you going to leave? This is the fourth group of volunteers to walk out on me.”

“No, I mean, my family could use the money and the Earth is doomed. The Moon and Mars colonies stopped allowing immigrants when their hydroponics facility couldn’t feed any more people. If you can promise my family will get to go to this planet if I succeed. . . then I accept.”

“Really?” The scientist smiled and looked like he was going to hug me in joy. “This is wonderful! I just need to make a phone call and we’ll take care of the rest! Thank you so much!”

I smirked and chuckled nervously. What did I just get myself into?



	

The next few days were a blur. Having filled out some paperwork, I was whisked away to a government facility. I told my parents that I was a volunteer for a project that may save mankind. It was melodramatic, and I was fairly certain my father didn’t believe me one bit. He likely thought that I was a drug addict.

This facility was rather nice for being deep beneath Cheyenne mountain. They gave me comfortable quarters while I was briefed on my mission. I was given a list of things to say during first contact during training. I would be the first human contact with this new race, and they wanted me to be prepared for anything.

Since no one else had volunteered, I was moved to the lab alone. There were several vats of goo alongside dozens of recording devices. They didn’t know what I would become, or if I’d be capable of human speech. The fact that not even a single member of the military had volunteered should have been a hint that I was getting in over my head.

“Are you ready for this?” a researcher asked.

“Yeah, let’s do this.” I took off my robe, leaving me naked. There was a ladder up to the vat of goo and I climbed up, dipping a finger into it. It was warm and thick, a key part of the transformation. It’d provide nutrients and building blocks as my body reshaped itself.

Around the edge of the vat were radiation emitters, to drive the changes forward. I took a glance back at the lead-lined glass that the researchers would watch me from.

I wonder what I’ll look like after this. Hopefully it’ll be something awesome.

“Well, here goes nothing.” I jump into the vat of goo, and feel it slosh along my body and splash out of the container. I take a glance down, wondering if I’ll look anything like I do now after the change.

“Test subject XR-ninety-two-delta, male, twenty-one years old, excellent health.” The intercom crackled and fell silent.

I took the breathing apparatus that they had provided me with. It had a single strap and a bite guard to keep it in, and would allow me to float under the goo. It had the consistency of a thick jelly and easily supported my weight, letting me float in the vat.

Once I was in the clear goo, I noticed the walls of the glass container were reflective. I could see myself, and the substance didn’t irritate my eyes or blur my vision. It was very surreal to be floating here, staring at my naked form.

“Radiation treatment started. Lab sealed.”

I felt warmth spread through my skin and looked around. The radiation emitters still looked the same, and I knew that whatever was affecting me was something that couldn’t be seen. On the wall there was a warning symbol, lit up to the point where I could barely make it out. I knew this was the point of no return.

The skin at the end of my arms and legs started to burn painfully, as if cracked by harsh weather. I could feel it blistering and tearing and feared the radiation was killing me. Looking through the goo, I saw my flesh looked pale and seemed to drip off my hand. My fingers appeared webbed as the skin melted together.

I tried to flex my fingers, but the joints seemed to be locked in place. I bit the mouth guard of the respirator hard as the bones curled inward, forming a hard fist. I felt my fingertips punch through the skin, and the bones slowly get absorbed into my hand.

The burning intensified as the fingers, and then toes, melted into tiny slivers of bone that couldn’t move. I saw my middle finger getting thicker, absorbing the bone and flesh around it. My fingernail had turned into a large knot, a thick chunk of keratin to replace my hand.

Stay calm, the pain isn’t that bad… it’s just changing my hands into something...

Recognition began to come to me, as I felt my feet and hand snapping into a rigid position, stretched out until they were half the length of my entire arm and leg. The replacement growths on my hands and feet were hoof-shaped. I turned my arm over and saw the distinct horse-shoe shape of it.

I panicked, realizing I was becoming a horse. I tried to get out of the vat, but the goo was weighing me down and there was a safety guard over the edge, trapping me inside. The intercom buzzed, but I couldn’t hear it well enough to tell what they were saying.

Wait… Aliens aren’t horses, I just need to let the changes finish. Too late to back out now.

The burning subsided in my feet and hands, which were now rock-solid hooves. I could feel the skin and soft flesh shaping itself around them, as the change worked closer to the center of my body.

The bones in my arms and legs snapped painfully, the femur and humerus being the worse. The large bones in my upper arms had to crack and reshape themselves. Thick muscles attached to them, yanking the bone painfully into place against my shoulder. The blades of my shoulder shifted, rotating until it was most natural to stick my arms straight beneath my chest, and not out to the side.

I screamed into the rebreather as my pelvis snapped and melted, reshaping dramatically to force my legs in front of me. Now that my legs were stuck in plain view, I noticed the bulge traveling down my femur towards my knee. The muscles shifted as my tibia and fibula shrank, stretching my foot even wider as the bones snapped into place.

Two hocks formed on my legs, the sharp curve highlighting my knee and showing where my leg ended, and long foot and hoof began. I looked in disbelief at the stretched pink skin over my four legs that jut out in front of me. Aside from the hooves, they still looked human.

Stay calm. . . stay calm. . . The aliens must just walk on four legs, that’s it… No need drown yourself in the middle of the change.

An auburn color crept up my legs, itching profusely. Small hairs were sprouting up in patches of hundreds, climbing up my legs until that coppery-red color covered them completely. My legs were shaped like an animal, and now completely covered in fur. I wondered how the scientists could possibly have wanted this to happen.

A sharp pain in my ass brought me back to reality. Something was sending a searing pain up my spine as it was tugged downward, separating the vertebrae. A bulge in my ass tore through the skin as my tailbone shot outwards, growing into a moveable tail. Thick hair of a darker brown grew rapidly from it.

My tail began to wiggle as the nerves formed and attached the muscles to my spine. I realized how rapid my breathing was as I bit hard into the breathing mask. This whole process was too much, and it wasn’t over yet.

Tingling spread through my groin, as if my foot was asleep. The pins and needles were very annoying, then I felt the skin of my scrotum pulled tight. The skin constricted more and more against my balls, squeezing them painfully, until forcing them up into my abdomen.

Oh man, is my dick going to change next? Wait. . . it already feels smaller. Oh god. What the fuck is this?! No!

I looked down in horror, crying, as my dick shrunk. The skin was pulled so tight that it had nowhere to go but inside my stomach. As it was sucked in, my skin tore and spread open beaneath it. Two leathery pink flaps formed on the sides of the gash, covering the thin slit from the outside world.

No, I’m already some nasty alien freak, don’t take my manhood too!

The reddish hair grew right up to the edge of the forming pussy. A pleasurable tingle rocked my body as my clitoris formed where my dick had once been.

My new muscles contracted, testing themselves out, and causing my pussy to wink. The folded labia were pushed outward as my inner walls and clitoris popped out. As the muscles relaxed, a large glob of the goo was sucked inside my virgin pussy.

The radiation or goo was burning, stoking some fire inside my pussy. I didn’t understand what it was until the pleasure started to spread throughout my entire body.

Is this what females feel before having an. . . orgasm? Ew! No, I don’t want to know!

I focused on the pleasure to ignore the pain of my nipples migrating across my chest to by belly. Large wads of fat and mammary glands formed beneath the nipples, and they became so sensitive that the new feelings pushed me over the edge.

Oh no. . . oh it feels. . . it feels. . .

As I came my vision blacked out, my entire body spasming in ecstasy. Newly formed nerves were overloaded by the sensations in my throbbing slit. My swollen clit drove me to buck so hard that I felt my hooves contact the side of the vat, and a dull thud resonate through the liquid.

By the time the orgasm began to fade, I noticed my entire chest and back itching, likely covered completely in fur. My eyes were also burning, it felt like someone was trying to poke them out. They were being pressed into my skull and flattened, slowly expanding. I couldn’t see anything through the pain.

Finally the pressure relented, and my vision returned. The room seemed a bit more colorful, and my sight clearer. In the reflection of the vat I saw a small horse looking back at me, with cute features, like that of a pony. My head was still human, save for the eyes.

My ears rang as I felt them dragged across my scalp, the bone beneath them being re-shaped like putty. They attached themselves on top of my head, and I felt my hair being tugged. It grew rapidly, filling out to several feet long in seconds.

Inside my chest I felt my heart start to beat more strongly. Ribs detached and repositioned themselves, making my chest more barrel-shaped. I could hardly breathe as my lungs adapted, and my internal organs changed to that of an equine.

Last to change was my mouth and nose. The painful process began as my jaw started to crack, stretch, and adjust. It forced itself forward until I could see my nose a good four inches in front of my eyes. A muzzle had formed, and my jaws had moved to fit the new shape.

I tried to scream, swallowing some goo. I felt my jaw start to reform, and my teeth were stretched painfully before shattering, sending pain throughout my head. Moments later, new teeth began to grow. Large, flat molars fit for chewing grass

The change seemed to be mostly over at that point. I heard the door to the lab open, and the warning lights that had been flashing while the radiation was going had turned off. 

Long metal arms came in and scooped me up, and the scientists had them place me down on the floor. I was still slick with goo, my long hair wet and matted to my sides. I coughed out a bit of the goo and heard the scientists chatting and taking notes. They sounded somewhat panicked.

I scraped most of the goo off my face with a hoof and was finally able to hear them. “Guys, what’d you turn me into?” I asked. Immediately I flinched at the sound of my voice, now overly-feminine.

“Oh my god, it can talk!” one of the scientists shouted.

“Yeah, of course I can talk.”

Another scientist approached and knelt down, bringing home the fact I was now only about four feet tall. “Stay calm, there may have been some mistake with the transformation.”

That was likely the worst thing he could have said, as I instantly panicked. Was I deformed? Or worse, just an ordinary horse?! “Give me a mirror!”

One of the scientists grabbed a towel and started roughly drying me off. I tried to get up to my feet, but these four legs were unfamiliar and my feet were gone. I found myself trying to balance on the four rough hooves, with joints in all the wrong places.

An improvised mirror was brought over in the form of a metal pan, shiny enough to see my reflection. My fur was a brownish-red like autumn leaves, and my hair was a darker brown. My eyes were too large, perhaps some trick of the reflection, as they each looked as big as a human hand. I had a muzzle, horse ears, a mane, and definitely every other feature of a horse. The one difference was the height, and the coloration. I must have become some kind of pony.

“I need you to stay calm,” a scientist instructed.

“Hah! Calm?! You want me to be calm? You turned me into a freaking pony for Christ’s sake! A talking pony!”

“I’m sorry for what we’re about to do.”

“Do what—” I felt something sharp jab my neck, eliciting a brief scream.



	

I woke up a short time later inside a metal cage. It looked like I was still in the same room where I had gotten the radiation treatment, only now there were two dozen scientists researching and running samples. Looking down at my sore foreleg I saw several small scabs where they had drawn blood.

My balance seemed a little better and I was able to stand up in the cage. I wanted to try walking but didn’t have enough room. Something cold touched my ass and I kicked backwards, banging loudly against the cage. 

“Whoa, easy girl, we just need to do a female wellness exam,” someone stated.

“A female what?” I tried to turn around but the cage was only as wide as I was. I felt the cold gloved hand poking at my femininity again. “Gah! Like hell you are!” I kicked backwards again, banging the cage bar.

“I can do this just as easily while you’re sedated. Do I need to sedate you?”

I gulped, and felt my ears flatten against my head. I hadn’t been expecting my ears to be so easily moved, and began to flick one of them around a little to ease my stress. “N-no… go ahead.”

Oh God, what have I gotten into? This can’t be happening. . . Maybe it’s a bad dream—Holy Christ on a popsicle stick!

The scientist’s cold gloved fingers had slid between the lips of my marehood, and I felt the labia pop open as my muscles tightened up. He took the invitation, sliding the rest of his fingers in and feeling along the sides of my marehood.

I couldn’t help it, and stomped my hooves backwards, locking my legs against the bar and gritting my teeth. “Gah! That feels so wrong. You call yourself a scientist?”

“No, I’m a horse veterinarian. I was uh. . . expecting something entirely different that a talking horse when I got the call at two in the morning.”

“Well, doc, in case they didn’t tell you, I was a human male an hour ago, so take it easy!”

“Hey!” a soldier near the door shouted, quickly walking over. “He isn’t cleared to know that!”

“Shove it up your ass!” I shouted at the soldier. “I’m the only man on Earth with the balls to go through with the change and now I’ve got a fucking horse pussy!”

The soldier glared at me, before grabbing something off the shelf. My eyes went wide in shock as he reached through the bars of the cage and grabbed my mane, then jammed a bit in my mouth. I thrashed around while he began strapping it into place, but he was far stronger than me.

A minute later and I was stuck in the cage glaring back at him, a thick rubber bit in my mouth.

How in the hell did they even have a bit and bridle ‘laying around’ in a military lab?! Augh, fuck.

The vet tried his best to ignore the proceedings, and my angry stomping, as he pushed his hand further in. It wasn’t until I felt his wrist watch that I realized how far in he had gone.

“Mmph!”

“Sorry girl. . . I mean guy. . . crap, never did ask your name. Please don’t tell the other horses about my poor bedside manner. I’m John.”

Cracking jokes? I’m gonna crack some skulls if they don’t just send me on the freaking mission already! A few months in cryo-sleep far away from fat fingers is what I really want right now.

The vet pushed in a little further after loosening his watch, and in what can only be described as the most invasive, wrong feeling I’ve ever felt, he examined my cervix. As a guy I’d never had anything put inside me, not even a pinkie finger in the ass. Now, I’m pretty sure his elbow was rubbing against my clit, because I felt waves of heat building up in my stomach, and my entire ass was tingling in excitement.

He must not have caught on, as I felt my muscles tense and fluid squirt out onto his labcoat as he inadvertently brought me to orgasm. 

I chuckled at his misfortune, and turned to see the soldier standing there with an angry expression on his face. “You fucking pervert! You just got off like a filthy animal. I’m not paid enough for this. Hey, scientist! The subject needs to be sedated.”

A scientist hurried over and took one look at me. “Sedated, why?”

“Did I stutter? This eagle on my collar doesn’t mean pretty please, it means your ass will be unemployed and homeless if I have to repeat myself!”

There was another sharp prick in my neck, and I passed out once again.



	

I woke up and looked around. To my sides were cheap plywood walls. There was a plywood roof above me, and below me was a thick layer of hay and dirt. My jaw ached so I tried to flex it, only to feel the bit and bridle still on me.

Looking around, I realized I was in a stable. The small room must have been repurposed to keep me ‘comfortable’ during my stay.

I can’t believe this! I’m a human being! I have rights! And here they are treating my like a common animal?

The door opened and I was chomping at the bit. I got up and stumbled forward towards it, only to feel my head yanked backwards. I found a rope connecting my bridle to the wall.

Oh man, they better triple that paycheck after all this shit. And what will my family think? Fuck, is it even worth it? If I convince these alien ponies to let Earth migrate to their planet, we’d all be ponies! Would people even want to do that? Mom and Dad will think I’m a freak. . .

“Hello there, how are you doing? I’m Thomas, lead scientist.” The balding man looked sixty or seventy, and to his side was the soldier from earlier. “You’ve meet Captain O’Neill, two l’s, and this is the vet who examined you earlier.”

John reached down, undoing the bit from my mouth but leaving the bridle on. “Any side effects? Are you dizzy? Hungry? Have you had any bowel movements?”

“Cut the crap and play with your girlfriend later, doc.” O’Neill stepped out from behind the wall of the stable. “We need to brief him on the mission.”

“What the fuck! You treat me like shit and expect me to fly across the galaxy and let bygones be bygones?”

The captain laughed and leaned forward, tugging my bridle so I could look him in the face. “That’s exactly what I expect you to do. Twenty-Eight trillion people on Earth expect you to do that. You’re lucky we’re allowing you to continue the mission. We had to rebuild the entire deep space probe for a fucking horse! I still don’t know if you can even press the control panel buttons with those things.”

“Uh, they’re called hooves. Wow, that’s the kind of stuff you learn in kindergarten. Did you parents drop you on your head?” I asked.

“How dare you! I—” 

“That’s enough, sir,” the scientist spat. “Pen, if you still want to go on the mission we’d still like you to be Earth’s ambassador. You’re the only test subject to come out of the transformation actually looking like an alien. None of the other test subjects were successful, we think it was just luck that your genome took to the transformation.”

“Wait, there have been others? You said I was the first! What happened to them? Are they all dead?”

“Well, actually. . . and you’ll get a kick out of this,” he chuckled. “We think we the other test subjects overshot the target when their DNA mutated. Their transformations were prolonged, sending them past your current state and making them more equine than intended. The fact is, they all came out of the transformation looking like common, everyday horses. We think they might have still had their intelligence, but since their new bodies didn’t allow them to speak like a human, they were utter failures for the sake of this mission. They were in good health though, so we just gave them to a third party and then tried the experiment again on new test subjects. This cycle continued quite a few times until we struck luck with you!”

“Wait, you did what with the other subjects?!” I gulped, backing up into the stall. 

“Oh, don’t worry, we found them all useful roles in the rural community. You know, living arrangements and lives that suited their new bodies. Anyway, none of that really matters, you turned out all right so none of that is important!”

Panic flooded my veins and my pony heart beat faster. Shit, they’re just selling people off as livestock and they don’t care? What kind of monsters am I working with here? 

“Look, we’re all in a little over our heads here, and we all did things we aren't proud of. But hey, what's important is that you’re perfect for the job! We’ll get you to the ship and send you to the planet we’ve dubbed Equestria.” He smiles at me, clearly proud of the name.

I shook my head and looked at the ground. “You’re got to be kidding me, a fucking horse pun?” 

“Finally something me and the little pervert agree on,” the captain laughed.

“What’s your answer, Pen?” 

I really didn't want to help these monsters, but if I stayed behind I'd spend the rest of my life treated like a animal, or worse. I took a deep breath.  “Well, sure. I guess I’m not gonna stay here as a circus freak, so I accept. I’ll go to Equestria as your ambassador."

The captain grunts. “It took us years to get to here. If you screw up, we may not have another shot.” 	

The scientist nodded. “Yes, I agree with the captain. We think your genome responding well to the radiation was a one in a million shot. You may be our only chance.” 

Before I can nod, the captain grabs my bridle and yanks it painfully, forcing me to look at it. “You got that? Don't fuck up, Pen.”

I smiled at him, knowing how much they need me. “Sure thing. But I think we should change my name to something more fitting for my new gender, like Penny.” 

The captain grit his teeth, but let go of my bridle. “Fine, Penny, now get ready for you little trip.” 



	

There was a loud hiss as I woke up, the cryo-sleep chamber was decompressing. My body felt cold and numb, but quickly warmed up as the probe’s main computer monitored my vital signs and restored my body to peak health.

My joints were sore as I stepped out of the chamber into the cockpit. All around me were large pony-friendly controls. The first one I hit was to open the blast shields on the small probe so I could get a good look outside.

The sunlight was blinding, filling the room instantly and causing me to squint. I hadn’t used my eyes in months, so I should have seen that coming. Once things equalized a little I opened the escape hatch and stepped outside.

Unfortunately, the hatch was several feet off the ground and I tumbled out into the small crater. It took a minute for the world to stop spinning, and I climbed out of the crater and into the grass.

I couldn’t believe what I was seeing. Everything was too. . . perfect. The green grass spread across the land as far as the eye could see. There was a small town with neatly painted roofs alongside a small stream. A thick forest, full of dark shades of green and blue bordered the town.

Clouds floated above the village, with rainbows pouring forth from them. Small animals seemed to be flying around the city, and I noticed a few of them heading my way. I gulped, realizing this was the moment of truth, first contact.

As the ponies approached they gave me rather odd looks, likely due to the Mark-VII deep space probe behind me, with steam rising from the still-hot metal. They each gave me a different look: The orange pony and a cyan one looked ready to pounce me. A yellow and pink one was cowering between a white and purple one. A pink one bounced across the grass towards me, tackling me and hugging me. She was blabbing on and on about cakes and parties.

I tried to push her off and saw a purple one with wings and a horn grab the pink pony, and levitate her off me.

“Hi, I’m Princess Twilight Sparkle. It’s a pleasure to meet you.”

I looked up at her, and my brain threw in the towel. The world spun and faded to black as I passed out in shock.



	


I looked out the window of the library towards the impact crater where the probe carrying me had landed. “And next thing I knew, I woke up inside that probe, in a crater outside your town, Twilight.”

She looked me over again in disbelief. Her friends and I were the same in many ways: manes, tails, hooves, ears, eyes. The only difference was she had a horn and wings, and some of her friends had wings or a horn. Since I had neither, and they had identified me as an Earth pony. If only they knew how creepy, and accurate, that name was.

“That’s an incredible story, but why do you keep looking outside?” Twilight asked.

“I knew it, she’s a spy sent to spearhead an invasion!” Dash shouted.

“Darn it, Rainbow, ya think everypony is a spy,” Applejack chided.

“Yeah? Well one of these days I’ll be right!”

Twilight chuckled. “Don’t mind her, I was just curious.”

“Oh, well. . .” I looked out the window yet again. There were little fillies running around playing. I had learned from Twilight that they hadn’t had a war in one thousand years. They were ruled by two benevolent Princesses. There was no poverty or hunger. It was all too good to be true.

“Your planet is incredible. It reminds me of the holo-videos of Earth before the last of the forests went extinct, and humanity switched to manufactured oxygen. I just can’t believe how perfect it is.”

“We’re very lucky.” Twilight chuckled, and looked around. “Sometimes I can take for granted things like that because I’m so used to them.”

“The humans are waiting for me to transmit back their findings. They want to know if this amazing, peaceful planet, is fit to colonize. Trillions of humans, with machines and thousands of colony ships. . .”

Twilight walked over and put a hoof on my shoulder. “It must be a lot of pressure, trying to save your species. What are you thinking?”

“Oh, nothing really. Just trying to figure out how to word a letter back that explains how terrible and scary this place is.”
> Misty's Moonlight Ranch - - [Animal TF, feral horses]
> --------------------------------------------------------------------------

	 I take a deep breath as I stand outside her tent. The contents of my entire life savings is in my backpack. I sold everything I had to get the amount of cash I have on me right now. The rational part of my mind keeps telling me that I'm a fool, and this gypsy is just going to rob me. Even if that really is the case, I have no choice. This is my one chance, my only chance, to be with my love.

I step forward and enter the gypsy's tent. I was talking about my personal problems at a bar and this one guy suggested that I come see this woman. She is a member of a small traveling carnival, and the rumor says she can solve any problem, well, for a price. I came to see her yesterday and told her everything. She listened intently, then told me she could make my wish come true. I told her I was not that wealthy, my savings account was small, and she--

“Told you to bring whatever you have.” The old woman finishes my thoughts for me as she looks up at me from her table.

“Whoa, creepy.” I nervously take off my backpack and take a seat at her small table. I point at my backpack. “So I brought it. Every dollar I own. Do you want to count it?”

The gypsy grins. “I already know how much you brought, and I thank you for your honesty. Now, shall we get this started and fix your problem?”

I swallow the lump in my throat and nod. “So what do you plan to do? A charm? A love potion? Something to make him love me?”

She waves a hand. “It is not right to alter those who do not wish it upon themselves. I only use my skills on the willing.”

I lean forward. “You're talking about magic, right? You can actually cast magic.”

She stands to take a book from her shelf. “Call it what you want, it works.”

“But wait, if you're not going to do anything to him, how can you make him love me?” Just thinking of John made my heart flutter. I love him with all my heart! Sadly, when I shared my feelings with him last month, he apologized awkwardly and told me 'he doesn't swing that way' and prefers girls. I never felt so devastated in my entire life, and indeed, I still feel it.

The gypsy looks up at me. “Ease your heart child, I promise I will bring you two together.”

I nod. “But how? If you can’t do anything to change him...”

 She flips some pages of the large tomb. “Then I will change you.”

“Me?” I lean back in surprise. “What are you going to do to me?”

 The gypsy replies as if giving the most obvious answer in the world, “I will simply change your physical form into one that he is attracted to.”

I’m speechless for a few seconds and I stammer for a way to respond to that. “You’ll... you’ll change my form? To what?”

“To what your lover most wants in a mate.”

I swallow nervously again. “Are you going to turn me into a woman?”

The gypsy shrugs. “I won’t know the form you will take until the charm is cast. It is very powerful, and it will find the exact body, gender, and shape that is most desired by your lover.”

“It’s going to be a girl.” I nod slowly. “That’s fine. I’m willing to change into whatever he wants me to be. As long as I can be with John, everything will be okay.”

“I want you to think about your lover, and give me your hand.” 

I think about John as I hand over my right arm. The gypsy grasp my wrist in her strong grip. I keep my eyes closed and focus on John. After a few seconds I mumble, “How long until...” My voice trails off as I feel a strong metallic taste fill my mouth. It’s takes like sparks or something... 

“You may cease your focusing, a form has been chosen by the charm.” The woman states clearly. I’m not really listening to her and still trying to figure out where this taste came from. Then, all of a sudden, the fingers in my right hand go numb.

I try and pull my arm back. “Hey leggo, I can’t feel my fingers anymore! You’re cutting off my circulation or something.”

“I assure you, I’m doing nothing of that... sort?” She remarks, her voice slowly filling with confusion.

Why did her demeanor change? She’s always so calm and collected. I want to ask her if there is a problem, but I’m too distracted by the fact that that my entire hand is completely numb. My wrist is getting itchy now too. “Um, so when are you going to cast this spell of yours?”

She stares with shock at my hand. “I already cast it, but I’ve never seen a ‘lover’s desire’ transformation do something like this.”

I feel my elbow get itchy. “What what do you mean it’s already started? And what’s--” I cut myself off as my eyes look down at my right arm. “WHAT THE HELL IS THAT!?” Everything below the elbow is covered in a thick brown coat of some kind. The itching spreads up my arm inch by inch, and the brown fur creeps upwards. “What did you do to me!?”

The gypsy glares at me. “Don’t yell at me. And as strange as this seems, it’s fairly obvious what form you are turning into. It seems this is what your lover is attracted too.” 

I start hyperventilating as the fur reaches my shoulder. “What? No, you messed up, you cast the wrong spell! This is your fault, why would John be attracted to people who are covered in fur!? That makes no sense!”

“He doesn’t desire a person covered in fur.” The gypsy clicks her tongue, then twists my arm so I can see what has become of my ‘hand’. “It appears your John prefers his lovers to be equines.”

My blood runs cold at the sight of a hoof in place of where my hand used to be. Though, it’s not a normal hoof, it’s cute little hoof that looks a little cartoony. Suddenly, everything makes sense.

The gypsy shakes her head. “I’ve never heard of a man who prefers the romantic company of a common horse over that of a human. But, in any case, he will desire you now.”

I feel the fur spread to my neck and I shake my head. “You’re wrong. He’s not into horses. He likes ponies.” I chuckle for a moment. “Cartoon ponies. That’s how I first met him, at Bronycon. I never realized he was a clopper though, let alone one serious enough that a pony was his most ideal mate.”

“Ah, well, are you okay with it? I can stop the spell if you wish.”

I glance up at a mirror on the other end of her tent and watch the fur reach my jaw line. I sigh softly. “Don’t stop it. If becoming a pony means being with John, yes. I will be his little pony.” Seconds later my mouth starts to twist into a short muzzle and fine fur spreads across the rest of my face. I groan in slight discomfort as my eyes enlarge and my hairline spreads down my neck, sending a soft white mane flowing past my shoulders. 

My ears itch as I feel them flutter upwards and grow to take on a more equine shape. “Ahh~~” I cry out, and my voice becomes unmistakingly feminine. Well, looks like he wasn’t lying about liking mares over colts. I pant for breath as my neck elongates and I feel my chest expand lengthwise to form the barrel of a pony. 

“You doing okay?” The gypsy calls out, more curious than concerned.

“Mmhmm,” I hum out through closed lips. I get a shiver down my spine and give an involuntary shake, feeling my full mane sweep through the air as I do so. I can’t believe I’m letting this happen. Why, John, why did you have to want a little pony for an ideal mate? We would have been great together as humans... Ah, oh well. At least we’ll be together. I smile at that thought. And hey, he will never be able to leave me. I’m going to be the only pony on Earth, and he loves ponies! He’ll have no choice but to be with me forever! 

I laugh at my delirium and feel my manhood go numb and my hips widen. My pants rip apart a moment later, and I watch in awe as my thighs bulk up to over three times their previous size. I learn forward out of my chair to allow my new tail room to grow. However, leaning out of the chair, combined with the new curvature of my back, throws me off balance and I fall forward. I catch myself with my brand new front hooves. Then struggle for a moment to fruitlessly try to pull myself back up, only to realize I belong on all fours now.

“Almost done my child, you are taking this far better than I would expect.”

I ignore her and I turn my head to look at my legs, immediately surprised how far my new neck can twist. I try to ignore the unnatural feeling of turning my head a full 180 degrees, and I just take in the view of my lower legs and feet elongating to form the muscular hind legs of a cute earth pony. I give a soft sigh as the fur travels down my feet, and a few seconds later the last bits of my human body slowly become bestial hooves.


~~~~~~~~


A few hours later I flick on the bathroom light and take another look at my new face. Heh, I am pretty adorable. I suppose I can understand John’s wishes to be with a mare this attractive. A tiny part of me is actually a little jealous of him, I bet it would feel amazing to run hands through this soft mane of mine. And then cuddle up against my warm, soft coat every night when we sleep. I give out a soft sigh of content. Misty. That’s the name I came up with, it matches my free flowing white mane contrasting my brown fur. It reminds me of sea mist splashing against rocks... hehe.	I giggle at my adorable little face. 

Well, I’m happy this body turned out cute, but I know it’s still nothing compared to John. I mean, soon he’s going to come home and he’ll see the mare of his dreams waiting for him! And that will be me! I’m going to be everything he ever wanted from a lover! Ah, just thinking about that makes me weak at the knees!

I make sure my mane looks good, then turn to leave the bathroom. I glance around the hallway and try to remember where the front door is. I’ve been a bad pony; after I left the gypsy’s tent I cantered through the back woods until I got to John’s house, and then I promptly broke inside. Well, okay, technically it’s not a break in since the door was unlocked. I didn’t see where else I could go, I sold all my stuff and abandoned my apartment to get the money I needed for that gypsy. I literally have no belongings anymore. All I have is John, and the body that I know he will love. This morning I called him and recall him saying he was traveling into town, I think he said he planned to get back by 6pm. 

I glance at my hoof to check the cheap digital watch the gypsy let me borrow. It’s noon, I have a few hours to kill. Hopefully he’s not late getting here, sundown is at seven. I tap my chin and think about the gypsy’s wording about the final aspect of this spell. ‘If your lover changes his mind about being together with a pony, that’s fine. Your form is still quite pliable since it just changed. You still have the charm active on you. Until sundown today, your body will adapt to the wishes of the ones you are with. Be warned though, your form will be forever fixed to it’s current shape once the sun’s light fades from today’s sky.’

I step out to the front porch and inhale the fresh air. John really does have a fantastic piece of land out here. I glance around at the fields upon fields of crops and admire how John manages an entire farm all by himself. He’s one hard working guy, that’s for sure. Probably explains his muscular figure. I grin to myself and trot down the path as I fantasize about finally seeing him with his shirt off. Tonight is going to be really special, that’s for sure. John’s first time with a pony, our first time together, and my first time as a girl AND as a pony! 

I scrunch my nose for a second as I think about that last part, and think about the equine pussy between my legs. When I left the tent and saw it the first time, I thought there had to be some sort of mistake. John wanting to cuddle with a cute little pony made sense to me, but why did he want the pussy to be so ‘natural’ looking? It’s so true to life and resembling one from an actual pony. Man, he must really want the full ‘pony’ experience. Well, whatever he wants, I’m going to give it to him! I smile to myself at the thought, maybe he will want me to wear a saddle, bridle, and neigh constantly to him as we fuck. Heh, I’d totally do it for him too, it doesn’t matter how strange or twisted he is, I still love him and I’ll do whatever he wants in bed. I will do any and every sexual act that has even been thought of. I take another step forward and feel a strange new sensation. Am I... wet? I pause and wiggle my hips. Whoa, I can totally feel that on my slit. So this is what female arousal feels like... I grin wide, I could get used to this feeling.

I continue walking and soon forget about sex. My mind instead goes back to worrying about how he’s going to react when we finally meet. How would any guy, even a clopper, react to a cartoon pony waiting for them at their home? Well, at least I had the foresight to tell him in advance that I would be waiting for him... sorta. The problem is, I didn’t want him to know that I used to be a guy, I wanted to have a fresh start with him. That made it hard to inform him that I would be waiting for him! In any case, I did all I really could, and I sent him some anonymous texts on the way here using a disposable phone.

<< “Hey John, there is someone I want you to meet.”
>>>> “Haha, who is this?”
<< “Her name is Misty. She loves you very much, and she can’t wait for you to meet her.”
>>>> “Oh? Where is this Misty?”
<< “It’s a surprise!”

I nod at my thoughts. I hope I didn’t come across as creepy. In any case, I figure that message is better than nothing. Hopefully it means he won’t have a heart attack when he sees a cute little mare waiting for him when he gets home today. 

My trot around the farm comes to a pause as I end up at an old wooden building. I smell something. Smells like... horses? I take a step back and size up the building. Yep, looks like these are the stables.

I’m about to turn around and head back into the house, but then I pause. I look back at the stables and a slow smile spreads across my face. Hehe, horse stables. Inside are my fellow hoofed creatures. What do they call us again? Ungulates? Never thought I’d be a member of this biological family. I tilt my head and stare at the door. I suppose I should go in and say hello to them. 

I push open the creaky door and step inside the dim area. The smell of hay, urine, and animal sweat hits my sensitive nose like a ton of bricks. I pause for a moment and try to wave off the sensory overload, then look around to see what sort of horses he has in here. Hmm, well, it looks like instead of individual stables there is just one large pen, and it’s currently occupied by two stallions. At least I think they are stallions, I can’t really make out their ‘stuff’ in this light. But, hmm, I know they are stallions. I can just tell I guess.

Knowing that I have some hours to kill, I look around the inside of the building. The walls are full of racks of horseshoes, harnesses, bits, bridles, crops, and saddles. There’s no doubt about it, the horses here are not for show, they are living, breathing machines that John relies on to operate his farm. I trot closer to the pen and peek inside at the resting animals. One of them raises a head and looks at me, but the other appears to be napping. I’m about to leave when I spot something out of place on the far side of the dirty animal pen. Hanging on the far wall is a fancy plaque with a golden horseshoe prominently displayed. 

I squint at it, trying to make out the text. It must be an award for something, but I can’t quite make it out. Damn it, now I really wanna know what it says! Meh, I have a few hours to kill, so maybe... Hmm. I glance to the left and right and inspect the ‘fence’ that forms the wall of this pen. It’s reinforced metal and the gate has a lock I doubt I can operate with hooves, but there is a pretty decently sized gap between the gate and the first metal post. It’s large enough that a dog or cat could squeeze through… “Or a pony,” I say with a smile.

I wiggle my body though the opening and squeeze my way into the horse pen. Gah, it’s a tighter fit that I thought! With one last kick my rump slides all the way through and I get back up on all fours. Man, it really does smell in here. I glance around at the straw I’m stepping on, quickly spotting horse crap scattered about. I look over at one of the stallions and shake my head. “And that, my friend, is why you guys are in a pen and I’m a free pony. I have the decency to not shit where I sleep.” I laugh to myself and make my way over to the plaque on the wall.

“This gift of gold is to honor the life and death of Molly, the 32 year old mare that helped grow our farm, and our community through decades of hard work.  May she rest in peace.” I tilt my head, they made a plaque for their deceased horse? Well, whatever, I suppose that was nice of them. Hmm, 32 years old, that sounds right for an actual horse. I wonder what my life expectancy is. What’s the lifespan of a cute talking pony? I smile to myself and think it over. Well, even if it’s just 30 years, that’s fine by me. Thirty long years of living here with John. Thirty years of cuddling with him, and thirty years of letting him have his way with me every night. I feel myself get wet again, and I just close my eyes and continue to fantasize about the future. Thirty long years of hard, passionate fucking. Thirty years of him blowing his load deep into me... Mmmm, I feel my tail rise and I wiggle my hips to enjoy my aroused wetness. Thirty years of sleeping next to him, thirty years of waking up every morning and starting the day by blo--

OOOMPH

I get the wind knocked out of me and something slams into my back. I pause and catch my breath for a moment before turning my neck around and seeing a stallion towering above me. Jesus Christ, he’s easily four, maybe even five times my size. I’m sort of pinned against the wall here so I wait for him to back up. What the hell was his problem anyway? Why jump onto poor ‘ol Misty?

My question is answered as something hard hits me in the rump. There it is again. What the hell is that? My eyes shoot open as it punches itself squarely at my pussy, sending a tingle up my spine. Wow, whatever that is, it certainly has no respect of a mare’s lady parts...  A moment later it lands on it’s mark again. I suddenly realize what part of the stallion that is.

“BAD HORSEY!” I shriek and I turn around to see his cock fully erect and trying to penetrate me. “Bad, bad horsey! I’m not for you!” 

The stallion moves around and tries mounting me again, his aim is shockingly good and once again his cock pushes against my pussy. I start to get nervous, but calm myself by realizing I have nothing to worry about. This horse’s member is larger than my hoof, so there is no way he could ever get inside me, I’m several magnitudes too small. I start to shuffle my way away from the horny stallion. He is physically incapable of actually fucking me, but damn, the fact that he is trying to makes me a bit nervous.

I slowly make my way back to the gate, and the horse does an admirable job of keeping me boxed in and underneath him. He moves as I move, and keeps trying to fuck me. After a dozen or so fruitless attempts, he neighs at me with increased agitation and nips at my shoulder.

“Hey now! No need to yell at me!” I pause for a second to let my tongue rests. It feels all tingly and metallic spark tasting all of a sudden. “Look horsey, you’re five times my size! And besides, I’m sorry, but I don’t swing that way.”

I take another step forward and look down at my hoof. Huh. That’s strange, my hoof look bigger than normal. I pause and stare at the end of my foreleg, what the hell, my entire leg looks larger than it did was a minute ago. And why do I feel all tingly all over? My confusion is interrupted by the stallion nipping my shoulder and once again trying to mount me. Wow, he will not let up, I really need to get out of here. I take another step closer to the gate and look at the opening I came in through. Wait a second. I tilt my head and stare at it. Is this the same gap? It looks smaller than it was when I came in here. I shake my head, man, what’s up with me and sizes all of a sudden? Everything just feels off, especially my back legs. My whole back half just feels, I don’t know, bulkier. The stallion tries mounting me again and whinnies at me a few more times, so I ignore my thoughts and just move towards the gap to try and leave right away.

“Where did the opening in the gate go?” I tilt my head in confusion and look at the metal poles. To get inside these pens I squeezed between those poles, right? But no, there’s no fucking way I can fit through there. I can’t even fit my head through that gap right now! What the hell is this? Am I larger now than I was a minute ago? How is that possible? Why--

The stallion once more jumps on my back and thrusts at my lady parts. My eyes shoot open as I feel my pussy actually start to part a little this time. The stallion almost gets it in before he falls off. That is too close for comfort! I mean, if I was to grow a little larger he probably...

Wait a second. I taste my tongue, that metallic spark taste is there and is growing in intensity. That means...

OH FUCK NO! 

I leap into the air, pushing the stallion off my back. This very fact stuns me for a second, as I realize I’ve transformed large enough to lift a 1200 pound stallion off of me. I spin around and face the stallion, who still appears to have his mind set on fucking me. He trots closer to me and whinnies at me. I reply, “No, no, no, stay away from me!”

As I watch him move towards me I realize I’m growing a few inches every second, and I now stand eye to eye with the feral horses in here. The wording of the gypsy’s spell echos through my mind: “Until sundown today, your body will adapt to the wishes of the ones you are with”

“Fucking spell, I’m not with these animals! I don’t care if this stallion wishes I was the right size to mate with, I’m not into him!” Why does he want me so bad anyway? I glance at my rear end and practically fall over in shock. I haven’t just gotten larger, my entire rump changed. I no longer have the cute little tushie of a pony, I have the wide, thick muscular flanks of a grown horse. “That fucking spell, it let the horses’ arousal turn my entire back half into the form that they are most attracted to. Not good Misty! Not good at all!”

The commotion in the stall wakes up the second stallion and he looks over at us. It doesn’t take long for me to notice his cock is slowly sliding out of his sheath. “No, no, just leave me alone, I need to get out of here!” I turn and move back to the steel gate and the ceiling-high fence that was built to keep the horses inside. Come on, there has to be a way out of here, right? 

My pause was all the stallion needed, and I feel him leap up on my back yet again. I marvel for a second at how easily I can support his weight, this is much better than before when he crushed me with his mass and--

“Oooooaaaaaaaaa~~” An involuntary moan escapes out of my muzzle as I suddenly feel the sides of my giant horse cunt get stretched open as the head of the stallion’s cock finally does what it’s been trying to do. I twitch my back and realize the head of his cock is now inside me, and the stallion is getting ready for the next step.. “Oh god, no, don’t do it!”

The stallion took that as a ‘yes’ and drives his hips forwards with several hundred pounds of force. I scream louder than I ever have as I feel every inch of his massive cock slides into my hot tunnel. I pant through my nose as several feet of horse cock start rhymically sliding in and out of my feral pussy. The intensity of the pleasure was like nothing I’ve ever felt, and I knew the gypsy’s charm is probably to blame. 

I struggle for a few seconds, but soon realize the stallion wouldn’t let me go until he is finished. I grit my teeth and try to block out the pleasure as I wait for him to finish. The thrusts start to quicken in pace and I just stare at the ground, trying not to think about the fact that I’m being mated with by a farm animal. I tilt my head slightly as I look at my hooves below me. My hooves weren't this pronounced before, were they? I thought my whole limb was just uniform brown, like the mares in the cartoon. But now I actually have distinct, realistic looking animal hooves. Jesus, these stallions won’t let up until I look just like one of them! Come on, isn’t giving me a full-sized horse pussy enough punishment? Do they really have to give me bestial hooves and a feral body to go with it?

I feel the cock head inside of me start to flare, and I knew he was almost done. Thank god for that, just hurry up, blow your load, and let me figure out a way to get out of here! I try to go to my happy place and think about something else as my pussy gets stretched tight by his flared head, and what feel like over a gallon of horse cum gets pumped deep into my womb. “Happy place Misty, going to my happy, happy place...”

The brown stallion dismounts a second later, and I twist my neck around to survey the damages. The sight before me makes me want to cry. In his frenzied fucking, his primal lust had worked to transform almost my entire body. Everything below my neck looks like that of a wild mustang. I twist myself slightly and confirm that everything from my muscular legs to my coarse, dirty tail matches the appearance of a common mare. I sigh, John is going to have to do some serious work on me to bring back the real Misty. I was so cute before and ready for him too! Now I’m going to need him to think about my cute body, change me back into that, and then I’m going to need a shower. Well, several showers I correct myself. I sigh, well, at least the stallion finished his thing. Thankfully, after a horse fucks a mare they usually leave them alone for--

OOOMPH!

I stumble forward as a weight lands on my back again. What the hell, I thought that stallion was done with me! He already came! I twist back around and look at the culprit, my eyes landing on a black stallion. Oh, for fuck’s sake, this is the other stallion. “Really dude? Can’t you see I was already humiliated once? Come on man...”

He ignores my protest and positions himself over my rear. His cock soon meets its target and slides in easily, using the cum from the first animal as lube. Once inside, he clambers higher onto my back and starts his thrusts, whinnying and biting at my shoulder as he does so.

My tongue tastes metallic again and I see my bangs change before my eyes. My beautiful, soft mane thickens and becoming more coarse and natural looking. I feel slight panic in my throat, there isn’t much of ‘Misty’ left at this point. These damn horses need to stop lusting for me!

This black stallion is a bit slower in his mating than the brown stallion was. That’s not good though, he needs to hurry and and finish before any more of my body changes. I need to do whatever I can to make him cum. I clench my pussy around his shaft and work my hips into his. “Yeah, that’s it, come on stallion! Cum for me!” I look back into his eyes and continue to rub myself into his hard member. “Yeah, you like this don’t you? You like how this feels, so cum for me! Come on! Cum already!”

Part of me felt a bit embarrassed for dirty talking to a feral horse, but it’s for the greater good. I just need him to finish! “Come on baby, you can do it! Cum for me! Cum for meeeenenneiiegh.”

My muzzle suddenly starts to pull out from the rest of my face, and my entire head starts to elongate. I try to scream out in surprise but all that happens is a guttural neigh. This can’t be happening, not now! And not my pretty pony face, that’s all I had left, it was the only part of me that separated me from these horses! I twist my body and shake my head violently, trying to stop the change from happening. 

My fruitless efforts draw the interest of the brown stallion, who casually trots over to me to see why I’m struggling as the black stallion fucks me. I want to tell him to get away from me, I want to tell him that it’s bad enough that the black stallion is still slowly fucking me, and I don’t need this brown stallion in my face too! And I don’t want his stupid head in front of mine, reminding me what he did to me! I don’t say any of those words though, I just whiny at him repeatedly.

As the stallion behind me continues to relentless pound my feral pussy, the brown horse in front of me starts to lick my face. His hot breath mixes with mine, and his stench is licked into the short fur on my face. My front leg trembles in terror as I realize something: They accepted me into their herd.


~~~~~~~~~


The sound of a car door closing wakes me up, and my long equine ears flick softly in the direction of the noise. Is that John? Oh god it is! Finally! I knicker softly and shake the bits of straw from my mane. Hopefully him seeing me as a full horse right now doesn’t ruin our later romance. I imagine it might be hard for a guy to go down on a pony when he still has memories of her being a real pony. Oh well, I’ll worry about those details later, and if he wants he can always turn me into a human girl. I don’t care at this point about any of that, I just want out of these stables!

The opening of the stable’s exterior door draws me out of my thoughts, and the late afternoon sun soon floods the confined room. John moves into the stables wordlessly and yawns as he makes his way over to where the feed was stored. I move closer to the stable gate and follow him with my eyes as he starts preparing dinner for the horses. I look at his ass as he walks, as I have done so many times before. I always loved his build, especially his tushie. Though it’s true, John is not nearly as attractive as... Wait... What the hell? 

I shake my head to get rid of the disturbing image I just had. That was strange, anyway, back to looking at John and thinking about how much I... Argh, damnit, there it is again! Everytime I try to think of something in a sexual manner, my mind wanders to the black stallion. Come on Misty, focus, try to think of a nice set of human hips. Just let your mind open up and picture... muscular stallion flanks, the raw scent of horse sweat, a nice dark coat, and a thick, flared  horsecock as it...

I let out a neigh of worry and shake my head again. God damnit, that stallion must have done that to me. When he was fucking me, he probably was wishing for me to be his mate. His primal urge was for me to lust after him just as much as he wanted me! Fuck! Stupid horse, he rewired my entire sex drive! This magic spell on me isn’t a charm, it’s a curse! Great, just great, now when it comes to fucking all I want is his... mmmm... I zone out for a moment and imagine him mating with me again. I can feel his giant, flared cocked as he mounts me from behind and makes me his mare. He'll mate with me and give me his feral seed so we can have a foal together. And next spring we can do it again and again. I can be his brood mare... A warmth appears between my legs, followed by a slight dampness.

I grit my teeth softly and bring myself back to reality. This is getting bad, I really have to get out of these damn stables before these horses mess me up any more than they already have. I glance back up at John and wish he would hurry up and get over here already. This can all be fixed and my sex drive can be set back to where it was, I just need John over here! I watch as he brings a bucket of feed over to the other end of the stables and fills up the feeding trough. 

I shake my mane and neigh loudly. Come on John, get over here! Thankfully, he does finally look over in my general direction. About damn time to, I think one of the stallions just caught scent of my recent arousal. I look away from John and glance at the stallion making his way over to me. Yep, that’s the brown stallion, and he’s erect. Wow, he looks amazing. Look at that bestial cock of his, it’s just... Ah, fuck! Stop thinking about it, Misty! I nicker softly and lower my head as I feel more dampness on my winking pussy. 

“Hey girl, where did you come from?” John crosses his arms and stares at me from a few feet away.

My eyes perk up and I look at my savior. Thank god you’re here John, you gotta get me out of here. This is terrible, these horses think I’m one of them! I just came here to be with you. I’m not supposed to look like this, and you can change me back. All you have to do is think of me as someone you’d like to be in a relationship with. Those are the words that go through my mind as I open my mouth, only to give a long, deep whinny.

John smiles and holds out a hand to scratch my head. “Ah, I get it.”

Happiness floods my veins and I push my head into his palm, allowing him to pet me. Thank god, for a second there I was worried he wouldn’t understand who I really am.

“You’re Misty! I got a message that you would be here.” John digs into his pockets and starts to pull out his cellphone

I nicker softly and shake my mane. I’m happy beyond belief that John knows who I am. I sure am glad I sent him that text message. In fact I’m so enthralled that I don’t even pay attention to the stallion sniffing my rump. 

John reads the text out loud, “Her name is Misty.”  He stops and smiles at me. “That’s you.” John turns back to his phone. “She loves you very much and she can’t wait for you to meet her.”

I neigh softly to confirm his words, then feel the horse behind me push up against my back. I twitch my back and push him off, what’s his problem, can’t he see my human boyfriend is about to transform me back into my pretty self?

John pats me on my poll. “Well, Misty, I’m happy to meet you. I don’t know which one of the other farmers sent you over here, but I can’t thank them enough.”

Wait, what? I tilt my head in confusion. What farmers? 

John continues. “I guess they all knew that ever since I lost my old mare Molly I’ve been short a horse. Whoever donated you I can’t thank them enough, I certainly have work I could use you for.”

WHAT!? He thinks I’m actually a horse?! That’s impossible! Fear fills my mind and I try to rear up and scream to show I’m not a damn farm animal. However, before I can move an inch, a massive weight heaves itself on my back. My eyes go wide as I feel the stallion mount me and his cock slams into me a few times and it looks for it’s mark. 

I whinny loudly and try to shake him off, but it’s no use and the stallion soon hits home. For the third time that day, my marehood gets rammed open by a cock of unspeakable dimensions, and I feel my back legs tremble at the waves of pleasure that come from fulfilling my true life’s purpose as a common farm mare... Wait, no, that’s not why I’m here! I’m not supposed to be a stupid horse!

John whistles and takes a few steps back. “Wow, you certainly wasted no time in making friends, Misty! That’s great.”

I look up at him as the feral rutting continues and I feel a mix of shame and embarrassment. My lover is watching me mate with a wild stallion, and he thinks it’s a good idea.

“This is fantastic! If a foal takes it will ensure we never run low on horses again.” John nods his head slowly. “A breeding mare that also helps us out around the farm with chores. Wow, that would really be the ideal horse, Misty.”

A metallic spark taste fills my mouth... Wait, NO! Not again, what’s transforming this time? He just said he wanted a breeding mare that also worked around the chores. That's not really enough to change me, is it? I get the answer as I feel my pussy and womb alters itself it a strange way. I feel myself becoming the fertile, farm mare he wants me to be. The stallion rutting me pays it no heed to my changes and continues ramming himself into my horse cunt.

John looks up and daydreams. “A breeding mare strong enough to pull a plow. And one that is already trained to follow all the commands I need. Young too, one with many decades of productive work ahead of her, that would really be something wouldn’t it?”

I close my eyes in defeat as I feel my leg muscles bulge and a youth come to me. I feel my body settle and thicken as it prepares for countless years of work. My bones strengthen, my neck grows bulkier, and my hind legs plump up even more. No longer am I the svelte creature who grew from an adorable pony, I am a muscular and ready work horse, built for farm labor. My brain flutters for a second, and I realize I have full knowledge of rider commands and how to obey them like a good horsey. 

 John sighs in front of me. “A mare with a strong back, the will to work the fields every day, and a fertile womb... man, that could turn this whole farm operation around.” John smiles at the animals mating in front of him. “What do you say Misty, are you that horsey?”

Waves of carnal pleasure flood my body as my masters word’s echo through my skull. Good horsey, I will plow the fields and pull carts for John. I’ll be a good horsey, I belong here. I whinny in ecstasy as my orgasm comes to a climax, and seconds later the passionate beast behind me blows his glorious, feral cum deep into my fertile womb. I knicker in appreciation as the attractive stallion dismounts me, he's a good mate, I hope our foals will be as strong as he is. 

My mind wonders for a seconds and I then I turn back to my master. No, wait, his name is John, right? He has his back turned and is rummaging through stuff in a large cabinet on the wall. I stand there awkwardly as I wait, the seconds tick by and the feel of cold horse semen starts to drip out of my pussy. With the heat of the moment gone, my rational mind comes back to me, and I think back on what just happened. Did I just...? And John...? I let out a feral sigh and lower my head. 

“Aww, what’s the matter girl? Sad your mate left you all alone right when he finished?” John chuckles, and I look up to see him smiling at me as he walks back over carrying an armful of stuff. “Heh, yeah, I admit I’ve probably done the same thing with a girl or two in my day.” He leans on the fence and gets lost in thought for a moment. “Things have been getting lonely around here lately too. Maybe if I was better with those girls...”

I whinny with exasperation, but John just shakes his head. “Ah, sorry about that Misty, I know you’re not here here to help me solve my personal problems.” He chuckles for a moment, then lifts up the saddle he brought over. “Now, this is more along your style, right?”

My eyes widen with fear as he shows me the saddle and harness. He expects me to wear that, like a common beast? I... I...

“What’s the matter girl? You haven’t worn a saddle before? Come on, of course you have. Here, look, it’s nothing to be scared of.”

He holds it out in front of my face so I can look at it. I instinctively give it a few sniffs. It smells old and used. The leather is infused with decades worth of old sweat from some other mare. It smells like it belongs on a real work horse. 

I whinny softly and lower my head in defeat. John nods and takes that as a sign to proceed. He smoothly unlocks the gate and moves inside the pen, then starts to fix the saddle on my back. He pats my neck affectionately when he’s done. “There we go Misty, it fits like a glove! Pretty comfortable, right?”

I just neigh softly, pretty sure it’s all I can do at this point.

John steps out of the enclosure to grab something else, and I knew what’s coming next. He returns with a horse bridle. It had a simple bit dangling from it's leather straps. “Alright, easy girl, this will only take a second.” John moves quickly and smoothly, pulling the leather straps up over my face. A moment later I feel the cold piece of steel between the thick lips of my muzzle. I know it is pointless to resist at this point, but I still hesitate for a moment parting my teeth and letting the bit in. 

With the bit in, John quickly buckles up the rest of the bridle, and I realize it’s all over now. I let out a soft whinny though the bit. I didn’t think anything could make me feel more owned than having bridle strapped over my head and a bit jammed in my mouth. I chomp at the metal softly, which rests right in the toothless gap in my jaw. Just like the saddle, the bit fits me perfectly. It really does feel like horses are designed to have a bit in their mouths, like horses are supposed to be just a tool that is controlled by a human. I look up at John and neigh quietly. Yes, I’m in my place, and this man owns me.
 
He unceremoniously pulls on the reins hanging off the bridle and heads for the door. Every slight pull on the reins is transferred straight to my mouth, and then to my whole head.  There was no question to me who is in charge, and I trot after John, utterly docile and broken to the fact that I’m a beast of burden to be used by my new master.

Once outside, he hops up onto my saddle. He’s heavy, but not overly so. I suppose the weight feels no different than slingling on a backpack. In any case he clicks his tongue and I do exactly as he commands, taking off at a modest pace. 

Time passes as he rides me all across his farm to test me out. I follow his commands precisely without even realizing what the commands are. I suppose that doesn’t matter, I mean, it’s not like I have a choice where we’re going anyway. He decides where I move, I’m just here to do the physical work. Eventually, after an hour or so, we reach the top of the hill and John pulls back on my reins slightly, bringing me to a halt. He gives my neck an affectionate pat. “Look at that Misty, it’s beautiful, isn’t it?” 

I look up at the spectacular sunset, and at the last minutes of daylight casting over the rolling fields of grain. I nicker at the serene view. 

John dismounts and takes a few steps in front of me. “My old girlfriend and I used to come up here to watch the sunset every night. I really loved her, and, even now, I still can’t believe she left me.” He chuckles softly. “I think her departure is the reason I started clopping. I was just so heartbroken, and so devastated that a girl I loved could do that to me. My heart was too broken to pursue new girls, so I started dreaming about being with a cute, innocent pony. One that would never leave me, one that wouldn’t be crazy or want fancy things. Just someone to cuddle with at night...”  

I take a step forward and nuzzle his shoulder affectionately. He may think of me as just a farm animal, but I know I will always love him. 

John sighs. “Thanks Misty, at least you’ll be there for me. You’ll keep me company during the day, right?”

I want to give a whiny, but I taste something funny in my mouth.

John sits down on the grass and looks at the spot next to him.. “I do wish I had someone close for the nights though. Someone kind, someone who understood me, someone who is happy with their life and loves me as much as I love them.” He sighs softly and glances back at the horizon as the last bits of the sun start to fade. “I just want someone like that. I want someone to share this view with me... one day...”

I wiggle my way out of a saddle and bit that are five times too big for me.

“Someone to sit right here, at my side. Someone that really loves me.” John nods slowly, then glances at the horizon in time to see the sunset end and twilight overtake the farm.  

I take a few tentative trots forward and sit at his side, allowing my head to rest on his shoulder.

John feels my soft, white mane brush across his back. He glances at the adorable pony at his side and remains surprisingly calm as his eyes takes in my serene appearance. “Where... where did you come from?”

I cuddle into his side, and feel pure joy as he reciprocates the gesture. “Oh John, I was waiting for you my whole life.”









Alternate dark ending because I know some of you crazy people want it.

> Forgotten Depths - - [TF w/TG, Chysalis, rape w/Oviposition] [Guest chapter]
> --------------------------------------------------------------------------

	“This is such a shitty idea, you know that, right?” Ryan lamented as he put the uncomfortable harness around his thin body. “We don’t even know what’s down there!” 

Harold just grunted, looking down into the large, dark cave that dove straight down into the unknown. They were in the middle of a deep forest that they had just spent the last few days hiking through, and this cave didn’t show up on any of their maps. In any case, Harold ignored Ryan’s complaints and instead chose to just double check of all their gear. He had to make sure they were both safe on the way down. 

Ryan ground his teeth. “Seriously! Bro! Are you even listening to me?” 

“No. Stop being such a baby.” He responded, eyeing their map. “It’s just a cave, no ghoulies or spooky scary skeletons. I wanna see what’s down here.”

“And you’re willing to just frolic down a creepy dark cave in the middle of nowhere?” Ryan sighed, running a tired hand through his wild black hair. “It’s creepy, and it’s a waste of time.”

“Come on, it’ll be a fun story to tell your kids.” Harold quipped. He stepped onto the edge of the gaping hole and tested the strength of the edge with his weight. It was solid rock, perfect for climbing. “This will be easy peasy.” 

“Can we just wait for one minute, I’m nervous here.” Ryan admitted. 

Harold sighed before sitting down next to him. “Come on, we went on this hike to make some memories. This is going to be really cool, right bro?” Harold picked a few rocks from the ground and threw them down the cave, listening for the telltale sound of them hitting the floor. Harold guessed the cavern was pretty deep, the insignificant sound of a pebble hitting water almost being lost to the weak breeze.

Ryan sigh. “Yeah, yeah, sure. It's not my fault that giant, mysterious, pitch black caves appear a bit unsettling to me.”

Harold rolls his eyes. “We have flashlights.” 

Ryan sighs and gets back to his feet. “Must be nice, not being scared of anything.” 

“Comes with age I guess,” Harold replied as he got to his feet as well. Standing next to his brother, it was obvious Harold was the older one. Reaching six feet tall and built like a tank, he looked almost a generation older than Ryan, even though they were barely two years apart.

“Whatever.” Ryan dismissed the notion and started to stretch his limbs. “Let’s just get this over with.” Harold nodded and attached their lines to a massive nearby boulder, tying the various knots and pulleys tight to ensure it would hold their weights.

Ryan peeked over with curiosity, baffled at the huge collection of rope. His brother had always been the outdoors type and had a knack for adventure. This entire forest hike was all his idea. Ryan on the other hand was the type who much preferred to stay at home and play video games. Hiking and exploring always just sounded so exhausting. But still, once a year he indulged his older brother and went out with him on one of his ‘adventures’.

“Ready?” 

“As ready as I’ll ever be,” Ryan gulped.

Harold handed Ryan a yellow helmet and put on his own, testing the flashlight strapped to the front by flicking it on and off and checking the fixtures. Ryan copied him in an attempt to look professional. They walked to the edge of the fissure and paled at the scale of the cave. The darkness descended far beyond the reach of their small headlamps.

“Are you sure about this?”

“Don’t worry, there’s more rope than we’d ever need.”

“That isn’t what I was asking.”

“I know.”

Ryan scowled and rolled his eyes. They both clambered down onto their hands and knees and started to lower their bodies over the edge. They both quickly found some makeshift foot holes, and felt their lines get tight as they started to support their weight on them. So far so good, now all they had to do was feed their lines to descend. 

They both looked at each other before they began. They said nothing, but Ryan could tell from his brother’s face that Harold was excited for this. Ryan’s own face was showing emotions closer to terror and worry, but there was no turning back now. With a curt nod they both slowly began to make their way down. The depths below them remained the darkest of dark, and the cave’s changing angle meant that the sunlight above was rather quickly cut off. 

Ryan’s heart pounded in his chest as he paused his descent and looked around. He was in utter blackness now. He never really liked the dark, even less so when there was a fatal drop waiting to gobble him up like a scared child. He swallowed his saliva and scratching his sweaty chest; his brother was close by, there was nothing to worry about.

Down and down they went, neither of them talking as they focused on making their way down safely. Finally, Ryan couldn’t take it anymore and he spoke, “H-how far down do you think we are?” Ryan looked in all directions, hoping his headlamp would reveal something of note, but there was nothing but smooth stone and utter blackness in all directions.

“We’re pretty damn far, I’m sure we’ll hit the bottom soon.” Harold’s voice echoed, bouncing off the enclosed walls. Ryan smiled with relief; his legs were starting to hurt and he had slowed his descent down in order to catch his breath. Meanwhile, Harold of course was in his stride. He was bouncing downwards like an olympic athlete, leaving his younger brother further and further above him. 

The gap between them widened as their descent went deeper and deeper. Ryan had been pausing and shining his light down onto Harold to ensure they stayed close, but he was struggling to see him. A moment later the gap widened ever further, and Harold was so far below Ryan that he disappeared entirely from Ryan's vision. Panic flared inside Ryan, he desperately wanted to be back with his brother, the guy who knew how to handle things and who was always watching out for Ryan.

Ryan’s panic interrupted by the sound of boots hitting a floor far below him. He paused as it echoed upwards towards the cave entrance so far away. Harold must have reached the bottom! “Harold, you made it! Awesome, I’m almost there!” Ryan quickened his pace, now confident that this scary cave had an end, and they weren’t just tunneling into hell. It would be great to be at the bottom with Harold, and that meant they were that much closer to leaving this damned hole. 

However, Ryan’s relief began to fade as a minute or so passed and he realized he was in silence. How come his brother hadn’t said anything when he got to the bottom? Ryan licked his lips nervously. “Harold...?” Ryan remained motionless as he heard his voice bounce off the cold, wet walls. Once his voice faded, there was no sound at all coming from below.

Ryan’s began to panic more, and he pulled his rope slack, speeding beyond what his brother would consider safe. But it didn’t matter; his brother could be in trouble! Maybe he was injured, maimed or possibly dead! The wall he was sliding down soon gave way to a large open cavern, forcing him to lower himself on the rope freely without a guide. He began looking around for a landing spot, and soon lowered himself to the floor. 

The noise of his boots landing echoed loudly off the cave walls, and he once again called out. “Harold?” He untied his ropes and swung his head in a frantic search for his brother. There was neither hide nor hair. The cavern floor itself was void of any trace of his brother, the only evidence that Harold landed was his brother’s rope. It hung limply a few steps away. Ryan walked over to inspect it, and he immediately started to panic. The end of it was split, and frayed at an sharp angle. Harold didn't untie his rope, he cut it, and in a hurry. But why? Harold must have been in a rush get away from where he landed. Why? What happened?!

“Harold!?” Ryan screamed again, squinting into the massive, smooth cavern for somewhere his brother may have ran too. There were a few holes in the walls across the cavern, maybe his brother ran over there, but again, that begs the question as to why. Ryan cleared his throat and cupped his hands around his mouth “H-harold? This isn’t funny!” His voice wove its way down into the caves, but he received no response.

“HAROLD!” Louder this time.

Ryan shook in fear. He couldn’t go back without his brother. He looked forlornly at the ropes leading up to safety, before dragging his feet and slowly shuffling towards the tunnels leading deeper into the cave. His headlamp did next to nothing in the oppressive darkness, it was only enough to show him where he was stepping. 

Deeper and deeper the caverns went, and Ryan trecked on and on. After an hour, he began to question his judgement. Even if he found his brother, would they be able to find the way back to their ropes? But what choice did he have? Leave without his brother? Even if he got back to the surface, they were a two day trek from the nearest settlement, and there’s no way he would be able to find this cave again if he left to get help. 

Weary from fear, and from walking so far, Ryan sank to his knees and leaned against a cavern wall. It was trickling with water and Ryan cupped his hands to gather some to clean his sweaty face. The cool sensation refreshed him for a few seconds, but then he remembered his situation and the fear returned. Ryan sighed and got back up, deciding to once shout his brother’s name out into the darkness. There was no response though, and Ryan's chin began to tremble. Every time he called out and didn't get a reply, it was another blow to his dwindling hope that he would ever see his brother again.

The cave continued for miles, and Ryan hadn’t rested for hours, but it’s not like he really had a choice. A paltry banana was all he had in his bag, and he ate that hours ago. He devoured it with reckless abandon, but was left hungry after it was said and done. That hunger and fatigue only increased as he moved deeper and deeper into the bowels of the cave. He knew he was going to pass out soon, but he crawled on. He kept going in the hope that his brother would be there to help, to tell him that everything was okay. 

But everything was so dark now.

...

A whisper.

Not noticed in the noise of everyday life, but to him, in this silence, he heard it. It was telling him how to act, what to do. It told him of conquest, extraordinary things that couldn’t be understood without sight. And then, in a singular moment, it stopped.

Ryan shook off his fatigue and opened his eyes, looking for the source of that whisper. Was he asleep? He didn’t even recognize the cave he was in anymore, his mind had started to crumble under the fatigue miles ago and had just been moving forward on autopilot. Where was that whisper coming from? And where... where was he?

Ryan looked around in a mixture of awe and confusion. He had entered an almost perfectly circular, smooth cavern. In the center, before his gaze was a pillar, tall and black. A shrine to something long lost and forgotten. Radiant crystals adorned the walls, bathing the room in a sickly green glow. It reminded him of... home. 

Wait, what? Ryan shook his head. Foreign memories filled his thoughts, of things regretted, abandoned and hurt. They conflicted with him. Was this delirium talking? Stress and fatigue? Or, no, the thoughts were a new part of himself. He belonged here, with them. He should just accept them.

So he did.

This shrine was important. A tool of worship. Something he should investigate? 

He shakily took a few steps towards it, trying to remember where he was.

“Touch it.” Came the voice, much clearer now.

“Why?” He spoke, his eyes struggling to stay focused and his body swaying with fatigue. 

“You can be strong, you can rise above the rest, you can help your brother; no longer a burden to him.”

“I’m not a burden!” He mumbled as he paced up the steps leading to the shrine, stomping out his frustration onto the hard floor. The closer he got to the monolith, the clearer that voice got. It was a strange voice, something in his head that he knew wasn't his. Memories began to flood his mind. It felt as though the voice was browsing his memories and bringing old things to light. Actions he’d long since accepted and regretted, things he could have done differently. Maybe he was just dying and this was his life flashing before his eyes?

The monolith was before him now. He reached out a hand, but did not touch its surface. Engravings of strange creatures, battling and dancing, intertwined with words and symbols that radiated power. It made his hair stand on end and his heart beat faster. Even in his delirium, his body was trying to warn him to back away.

“TOUCH IT!” The voice screamed, untold fury in it’s voice. Ryan stared blankly ahead, then slowly pushed his hand forward until he felt the cool, smooth surface of the monolith on his skin. For a moment, he was almost disappointed that nothing happened, but then a searing pain struck his arm.

He fell backwards onto the floor, twitching madly as pins assaulted his tired body. His eyes glazed over as a perverse sensation pierced his mind, flooding it with unlearnt knowledge. He let out a feral screech as his body contorted and snapped, bones and muscle and sinew becoming malleable. All he could think of was pain; flashes of green blanked his vision as he clawed desperately at the floor.

The smell of burning flesh entered his nostrils as charred holes burnt right through through his arms and legs, sealing themselves and leaving gaping holes which flesh and bone once filled. His clothes fell limply from his scarred body. His hair began to fall like rain, gathering underneath his twitching body, new hair, like seaweed began to sprout from his skull. 

His finger shattered and snapped until they were nothing but mush, what remained of his hands hardened and began to blunt themselves, leaving large black hooves behind. His chest compressed into a barrel, crushing organs and causing him to cough new green blood onto the ground. He hacked and wheezed as his organs were torn from their usual position and re-arranged to fit his new form.

The skin around his stomach thinned, becoming green and transparent; giving the world before him a view into his sickening inner anatomy. The rest of his skin was blackened rapidly, it too changing into something hard and alien. His skull cracked open and splintered as it extended outwards into a muzzle, and he let out a savage cry of agony as a wicked horn erupted from his destroyed skull.

New organs formed. A special gland that secreted a moldable green ichor replaced his usual saliva glands. And new pheromone pores opened around his body, allowing him to control his victim’s emotions.

His eyes melted away, the blue pools dissolving leaving only the whites. But they were quickly replaced as green eyes, slitted with sinister intent replaced them. His reproductive organs pulled upwards into his body, the form and function being changed to something more fitting of an vile insect. A new womb was formed, not for holding young but to mass produce insertable eggs. His penis morphed too, long and green with a wide urethra, perfect for spearing reproductive prey.

Finally his spine snapped, ceasing his movement. It shrunk and bent, preventing him from walking on two legs ever again. In a moment of clarity, his wild eyes widened in panic as he realized he was reduced to nothing more than an animal. Deceptively strong wings busted from underneath his new chitin, they flapped with blinding speed to fling away the blood stuck to them.

A mournful wail broke from his mouth, smoother and more feminine than before. His entire body remained in agony, throbbing with a dull ache that sent goose bumps underneath his new shell. She sobbed pitifully for several minutes. She was broken.

The whisper in his head offered him no words of comfort or encouragement for enduring the painful transformation. The whisper didn’t care, it already got what it wanted. Now it just has to seal the fate.

John shaky lifted a hoof, prodding and poking herself. Wincing at the alien sensations they created. Her wings hung limply at her sides, and she began to cry. She was a monster, a creature straight from hell itself. He was a grotesque beast, one that John didn’t even want his name associated with anymore. 

“...He did this.” The whisper finally hissed into her ear. She jumped slightly at the sound, and the voice continued. “He brought you down here. He abandoned you. He left you to die!”

“N-no.” 

“Yes! It’s his fault, always dragging you along like a child! He’s always right, he’s the favorite, and he’s handsome and strong! It was his idea to come down here! You followed along like a LOST PUPPY!” It screeched.

“Please don’t…” The creature pleaded.

“You’re weak. No wonder he abandoned you, the burden, the annoying little blotch on his successful life that just won’t go away!”

Her cries for mercy went unheard as vile thoughts hammered her mind, teasing her, telling her how useless she was. They continued endlessly and came from inside her own head, twisting her thoughts.

Her inner anguish was replaced with apathy... then conformed to acceptance.

“You’re... right.” She slowly admitted with a sniffle. “I’m useless, it’s no wonder he left me down here. He made me into this to get rid of me.”

The whisper poked her a little bit further. “You don’t have to be useless anymore. Now you are powerful, the grace and beauty of a true queen!” 

“A queen?” The changeling mumbled, staring at her feral hooves. “I’m a monster.”

“Of sorts, but you are still a queen! All the people of this world will fall to your hooves. For you are the true ruler of this world now.”

Chrysalis stared at her hooves, turning them over and inspecting them, feeling the power her body now possessed. The form which she had considered horrifying only moments ago took on a new light. She saw the untapped, restrained power which flowed through her. She saw her vile, feral appearance that could somehow magically entrance any male. And most importantly, she saw somebody... fit to rule.

A crooked smile spread across her new muzzle, and she decided to let the whisper take a permanent place deep within her twisting, vengeful brain. They would become one, and it would guide her.

“We need subjects.” 

“Make some.”


~~~~~~


Harold was not having a good day. He should have listened to his little brother and never went down into the damned hole. He looked down at the stone pinning his leg and winced at the pressure still pinching him.

“Bloody rock.” He grumbled, having long since given up on trying to escape. He had opted to wait for his brother to find him; the tunnel only went one way after all. It was his paranoia that caused him all this mess. When he had roped down here, all those hours ago, he very quickly became terrified. He thought he saw something. Blue eyes watching from the darkness? Rubbish. How could he have been so stupid? How could he have panicked, cut his rope, and run away from some hallucination of his? He never even called up to his brother to tell him what he saw, he just stupidly ran out of fear. He ran right around a dark corner and over this rocky terrain without looking where he was stepping. That’s when he screwed up and ran over a deep crack in the stone ground. His foot wedged itself deep in the tight crevice and got stuck. With his foot suddenly stuck in place, and in the middle of a panicked sprint, his momentum caused him to face plant. He fell hard, and he hit his head on the rocks knocking himself out cold. He woke up an hour or so later, only to realize his brother had wandered off deeper into the cave to find him.

Harold sighed and tried to move his foot again, but it was painfully pinched in the crevice and it felt like his ankle may be broken. There was no way he was getting out of here without help. Well, at least his brother should be able to find him, Harold was pretty close to the ropes leading out of here. His little brother should circle back to this place soon, and then Harold will be able to call out to him. Bah, if only he had stayed closer to his brother in the descent instead of diving down here at a faster pace. If they had been together, then he wouldn’t have got spooked by his hallucinations and gotten them both in this mess.

He could still see his hallucinations here and there. Blue eyes... watching him from the darkness. He didn’t pay them any mind though, they were clearly just his mind playing tricks on him after spending so long in this dark cave. He wasn’t scared of them, but he was scared for what he heard all of a sudden: A feminine, haunting laughter that echoed off the walls.

Harold’s heart rate rocketed and he lay backwards, attempting to lower his body profile to hide from whatever made that noise. He lay there in breathless silence, anticipating the monsters that would come and get him. He wished his brother was there, he was always the voice of reason.

He lay there still for another minute or so, and soon reasoned that the devilish laugh must have just been another hallucination. His pounding heart calmed slightly and worked up the courage to call for his brother again. “Ryan!” He shouted. “Ryan!? I’m over here! I’m stuck!”

Nothing. He groaned and lay back on the ground. Bored and incapable of doing anything until his brother found him. He couldn’t do a damn thing like this, and his phone was out of charge. Not that it would have gotten any signal out anyway, who even knew how deep into the ground they were right now. They were totally and utterly cut off from the the rest of humanity.

Suddenly, the distant sound of something rhythmically hitting the floor caught his attention. It sounded like somebody hitting two coconut halves together. He perked his ears as the tapping came closer and closer. 

“Ryan?” Harold turned his headlamp back on and looked around.

It stopped, and he called out again. “Ryan, is that you?” He could hear it breathing; it was far too close for comfort. “Ryan I swear to god if you’re fucking with me!” 

It giggled in response, it was definitely not Ryan. It sounded like a woman, but what would a random woman be doing all the way down here? The clopping continued getting closer still, he tugged at his leg, trying once again with all his might to get free. After a few useless tugs, he looked over the rocks once again, immediately wishing he hadn’t.

His lamp cast a sinister shadow over it, a creature that seemed to have come from hell itself. It wasn’t human, and it didn’t look like any animal he knew. It was horse shaped, but had reptilian eyes and the wings of an insect. The creature stepped closer and Harold froze in fear as his eyes took in the sight of it all. Black hooves, legs with gaping holes, a twisted set of fly wings, a greenish window into her internal organs, and an evil grin to top it off. 

Harold screamed and ducked back down, laying flat on the ground and not daring to look back up at it. He immediately reverted to the childhood mindset of ‘if I can’t see it, maybe it can’t see me.’

The reality was much, much worse. The creature trotted closer to him and bent down close to him, bringing her face right up to his. Harold opened his eyes back up and sputtered, “WH-what.” His mind preformed mental gymnastics in an attempt to grasp what he was seeing. “What the fuck!” He yelled. The monster didn’t even flinch; it just stood there, staring at him. “What are you!” He yelped.

She looked hurt for a moment. Then she snorted and began to trot circles around him, her bestial hooves highlighting the fact that she wasn’t human, at least, not anymore. She looked him up and down, investigating him like a prime piece of beef. “Aww.” She tutted. “You don’t recognize family?”

Harold’s face grew pale.

“R-Ryan?” The monster scoffed at him condescendingly.

“Of course it’s me. What did you expect?”

“What happened to you?” He asked with fear in his voice.

“Isn’t it fantastic?” Ryan beamed.

Harold couldn’t believe what he was hearing. “Are you okay? How is this possible?!” 

“They fixed me Harry. I’m better off now.” It smiled.

“There was n-nothing wrong with you.”

“LIAR!” It wailed, stomping a hoof onto the floor with such force that the rock cracked under the pressure. “You cannot begin to imagine what it’s like! You were always the favorite, the perfect child, the sweet little angel who could do no wrong!”

“This isn’t you!” Harold cried.

“Of course it is. They saw what I really was; they gave me the power to take what I want. They understand me. I won’t be in your shadow any longer.” She waved a foreleg over her chitin body. “This... this is the form I love. It’s perfect, don’t you agree?”

“C’mon Ryan, we can leave, find a way to change you back!”

“Don’t call me Ryan!” She snarled. “That's not my name anymore, it only refers to my old weakness!”

“What are you talking about!?” Harold became to truly panic. “Brother, snap out of it!”

Her eyes narrowed. “We may be brothers, but you will not address me as such. I am your Queen! You shall show some respect!”

“W-we're family... brothers...” Harold's voice began to waiver.

“Family? You abandoned me! YOU COWARD! And only now are you blubbering like a petulant child and begging for my help. For so many years you did nothing but look down at me, and now you honestly expect my mercy?” She laughed a terrible, spine tingling laugh. “But don’t worry... Harold, I’d never abandon you. One of us has to be the stronger sibling after all.”

A green aura wrapped itself around the rock crevice holding his leg in place, and a moment later the stone crumbled into pebbles, freeing his trapped leg. Before Harold could celebrate, the aura quickly moved to grip Harold, holding him down with such force that he couldn’t move a muscle. The queen appraised her first subject, humming as her magic wrapped itself around his body. In the wake of everything else that transpired today, the sudden appearance of magic being used before Harold did little to shock him. Neither did he notice the flash of excitement in her green eyes.

She smiled and trotted closer towards him, the magic aura still keeping him from moving. Harold began to sweat in fear, and got a little unsettled as she just stood there and did nothing. The seconds ticked by, and it was starting to creep him out. What was she planning? The answer came a second later, and he nearly jumped out of his skin as she spat a thick globule of goo onto his chest. It rapidly hardened into a thin, transparent film. The then did it again and again, spitting her insect spittle all over his body. He couldn’t move due to the magic, so he watched in tentative fascination as she continued the process over his entire body, save for his face.

Once his body was entirely cocooned in the green chitin, she released her magic hold on him. He struggled for only a moment before realizing that he was just as paralyzed as he was before. He wasn’t going anywhere. Well, at least his face was free from the goo.

“Don’t worry.” She cooed. “We’ll be together for a long time. The voices have told me that this form is immune to the affects of aging, and it tells me how I can make those close to me share my glorious lifespan. I even have the power to create sustenance out of thin air... but I do have a need for you, my dear brother. Why, you're going to help me start my empire.” She stroked his face lovingly with a disgusting, hole filled hoof. “You see, I need subjects. And aside from you, not many people come down here, do they? How can I conquer the world if I don't have an army?”

Gathering a large wad of goo in her mouth, she suddenly spat onto his face. Harold began to panic as he felt it rapidly cover his head and merge with the rest of the cocoon. The sound of the Queen became muffled as the cocoon finished forming a perfect seal over his body. 

A green liquid began to seep through into his prison. As the liquid slowly encompassed his legs and body, he desperately crawled upwards in his cocoon in an attempt to avoid drowning, but it was a fruitless effort. The liquid soon filled his entire tomb, and it invaded his nostrils and mouth. He gagged and choked on the stuff as it filled his lungs and began to change his bodily functions. The enchanted liquid went to work preparing the host for a long hibernation.

The queen stroked the cocoon lovingly, infusing it with her own magic to make the transformation happen just the way she wanted it to. Harold wouldn’t mind, he was was already in a deep sleep. The queen lifted the newly formed cocoon with her magic, and carried it with her deeper into the network of dark caves. She trotted through the darkness, going miles underground, and getting far, far away from the only entrance back to the surface. 

She brought the cocoon back to where her monolith was located... and she waited.


~~~~~~


Harold couldn’t believe what was happening. This must be some kind of fever dream or a hallucination brought on by some bad food, that had to be it. But those reasonings provided him little comfort, his assurances and denial fading in the face of the moldy green surface that covered his vision. This was real, he was trapped.

His body was numb due to the effects of the slime; it provided everything he needed to survive for years. He hasn’t been in here that long though... has he? He had no idea, time didn’t seem to apply to whatever this hell he was in. All he knew was he was trapped. He had tried, several times, to break out of his prison. He pushed against the outside with all his strength, but it only caused to cocoon to bend outwards slightly before springing back into place.

It was a horrifying sensation, having his lungs filled with a viscous liquid and breathing it in every few seconds. It felt like he was drowning, but at the same time he wouldn’t. Every so often his body attempted to reject the goo, causing him to spasm in agony as the muscles in his body worked overtime to push it out.

He didn’t notice as his clothes began to dissolve away, leaving him nude. His body hair soon followed, leaving him as hairless as a newborn child. The chamber had a lot of mass to work with; it did not need little details like body hair to complete its work. In the same manner, his muscle mass was also marked for removal. His new form would not much muscle on the limbs. No, his new form was going to only be used for more... intimate tasks.

Harold eventually fell into a dreamless sleep as the cocoon assaulted his inner biology. It began rearranging DNA to create new hormones and acids more suiting to his new purpose. His skin bulged and ripped as deep blue fur grew out, a white mane sprouting from his bald head, his eyes turning a deep green.

A savage cracking sound signaled his bone structure beginning to change, much like his brother. His legs shifted upwards, and his feet elongated as they repositioned to walk on hooves. His his arms moved forwards, preventing him from standing straight. His skull shattered into little pieces, before reforming like a puzzle into a muzzle.

His nails merged together to form thick hooves, the fur covering them as fetlocks. A tail grew out from his extended spinal cord. His midsection collapsed in on itself, forming a stubby barrel. His balls and penis dissolved away, and it’s in place were thick, black, equine pussy lips that opened into his new womb. His womb was much, much larger than the average mare, a deliberate choice made by the cocoon.

Eventually the mind numbing effects of the pod wore off and Harold woke up to gaze down upon his new body with horror. How was this possible? He’d been changed into some sort of animal... some sort of... pony? He looked around at his body and saw cute hooves, fur, and a fluffy mane. At least he wasn’t an insect beast like his brother had become. But why was he a pony? He bashed his new hooves against the pod to little effect. He had to get out of here! He had to escape and get away from that crazy bug!

Just then, the cocoon suddenly split open, spilling the slime he was suspended in. He fell forward and let out a gargled scream. He coughed and heaved to expel to slime from his poor lungs. For half a moment he thought he was free, but then he heard clopping as his younger brother slowly came towards him. Harold tried to get away, falling backwards, clumsily using his new limbs to try and propel himself away while still wearing half of the cocoon.

A tight magic grip took hold of him, stopping him dead in his tracks. He wailed and thrashed. The queen only giggled in response, then tenderly used her magic to remove the rest of the cocoon and strip away the leftover goo from the fur of her newest creation. 

Harold cracked open his eyes, looking over at the monster than was his brother. She had a predatory look in her eyes as she spoke to him. “You came out beautifully, my brother. Perfect really. One arousing creation if I do say so myself. And one with nice, wide hips...” She stopped and sniffed him like a dog. “...and a fertile womb for my eggs to grow.”

“W-what do you want me for!” She whimpered in a new, feminine voice, only now realizing that she has been made into a female.

“Isn’t it obvious? What kind of Queen would I be without subjects? You’re going to help me.” She waltzed over, swinging her hips in an exaggerated manner. She leant down, taking a big whiff of her consort’s chest fur, rubbing her face over it like a cat.

The Queen moaned as she took in her new subject’s scent, she’d make for a perfect broodmare. The sight of her new consort acted as a potent aphrodisiac for the Queen, and a green phallus stretched its way out of her vagina. It was a feeling she couldn’t put into words, and she had all but forgotten she used to be a human male with a cock of his own. This one was different though, it was especially large, even for an horse of her size. It was designed to allow easy passage of eggs into an accepting womb. 

“G-get away from me!” Harold struggled against the stronger mare, screaming at the sight of the Queen’s large cock. 

“Don’t worry dear subject, we’re going to know each other very, very well.” 

Chrysalis licked her lips as she got in position, forcing Harold to lie on her back as Chrysalis lined up her large maleness with the tight, onyx cunt before her. Harold wiggled in an attempt to put off her aim, but the magic holding her only tightened in response. As one last futile effort, she screamed for help.

Chrysalis smirked “We are miles underground, deep within my new personal hive. No one is here to save you. But don’t worry, you’ll beg me for this... eventually.”

Showing little concern for her former brother’s comfort, she quickly lined herself up and eased herself in. 

“Ahh! Stop! Stop!” 

Her walls were crushingly tight, massaging the huge length of the Queen. She panted in pleasure as her medial ring passed the taut black lips. The virgin cunt was being stretched to its very limit. 

“O-Oh god, p-please stop!” 

“You-you are very tight subject!” She moaned.

She pushed onwards, cramming her entire cock into the virginal mare. Her flared head batted at the entrance to her receptive and fertile womb. 

“Look into my eyes.” She commanded. Not wanting to face further punishment, Harold complied with the creature that was taking her. As their eyes locked, the Queen’s eyes flashed rapidly in green, almost like morse code. 

Harold's eyes became entranced and her optic nerves sent the command to her brain. Her vision blurred into a range of greens and blues as she felt herself start to fully relax. For that moment in time, the only thing that mattered in the universe was her queen. She must... pleasure her queen. Harold relaxed further and felt her tight cunt grow wet. Her sopping walls dripped with endless juices as her body did everything it could to make her oversized Queen better able to fuck her.

“Good.” Chrysalis hissed. The Queen rocked back and forth inside her new toy, but the position didn’t feel right. This was how humans liked to mate, and it didn’t suit her new form. Using her magic, Chrysalis flipped the mare rightside up and had her stand up on her hooves. Harold, in a daze, flicked his tail to the side in order to please his Queen. Chrysalis just snorted and climbed on her back, mounting her like a real stallion.

“Perfect.” She plunged her oversized cock back into Harold and began to speed up, ignoring the moans of her servant. It was nearly too tight for her to move, but she soon found a rhythm that allowed her to pound away at a frantic pace. Harold drooled onto the floor, her former resistance to being taken by his Queen were melting away under the waves of pleasure. 

Harold moaned as her winking clit hammered the top of the Queen’s cock, sending an electric sensation up and down her spine. They both soon found themselves unable to verbalize what they were feeling. Words simply were were not needed, and they were content to stick to grunts and short neighs instead. The Queen had descended into mindless rutting, a deep-seated instinct taking over her higher brain function. All she wanted to do was plant her eggs, to inseminate this fertile mare like the animal she was.

Harold gone almost completely numb; her Queen’s cock had stretched her cunt beyond the norm. No other stallion could possibly please her anymore, she probably wouldn’t even feel them. Her mind wandered for a moment. Wait... she used to enjoy the fantasy of eager stallions rutting her cunt, right? She always wanted to be mounted and pumped full of seed? Harold stared off into the distance as the matting with Chrysalis went on. Yeah... she’s pretty sure that was always her dream, she always loved being rutting. Sadly no normal stallion would probably mate with her after this since she’ll be so loose. But that’s okay, her Queen was here! She’ll rut Harold whenever she’s wants to.

They continued on, ignorant to their surroundings. Both reduced to their basic instincts, fucking like animals. Chrysalis wanted to spread to seed, and Harold was rapidly becoming content to be reduced to a worthless cumdumpster for beasts. She would be used for the Queen’s pleasure, she would become bloated with her children, and would breed thousands of loyal subjects.

Both soon reached a climax. Harold screamed as her muscles clenched and tensed as an orgasm rocked through her, splattering both of their lower bodies with mare cum. The sudden increase in pressure caused her Queen to grunt, before moaning as she came. Harold was disappointed at the lack of cream filling her.

The Queen grunted again, her flare expanding in the small space provided and her urethra opening wide. Harold’s eyes widened as he felt the huge cock expand even further, a bulge passing down as her muscles pulled it inwards. Her womb was wide open, prepared to accept the eggs. She could no longer move, the strength drained from her body. She could only shake in terror as the first egg emerged from her Queen’s cock, dropping into the large uterus.

The unnatural feeling sent shivers up her spine. The queen sighed and wrapped her hooves around Harold’s mid-section, hugging her as she continued to pump egg after egg into her un-protected and abused cunt. Soon Harold felt so full she was nearly bursting, her womb had just accepted twelve grapefruit sized eggs. It left a funny feeling weight on her lower body; she could only imagine what it would feel like if she tried to walk.

The Queen purred and nuzzled her neck. “Good girl.” She cooed, running a hoof through her mane. “Our children will amazing.” Harold could only stare at the opposite wall in quiet horror. Did he just get impregnated by his brother? Harold shook her head. No, wait, there is no brother here, Chrysalis is her Queen. Harold found herself smiling and nuzzling her master. She was truly the most fortunate of all ponies, being this close to the Queen.


~~~~~~


It had been many days since their first mating. Still in the same chamber they sat, deep underground, far, far away from any distant humans ever finding their hive. The monolith in the center of the room has been moved away to make room for a jagged black throne, upon which Queen Chrysalis now sat. 

Chrysalis sighed at the happy memories, shedding her pathetic, human body and letting her former brother join her in the glory of their new hive. She giggled as she felt the bloated mare in her lap twist and moan, affectionately stroking the pony’s swollen stomach. Ever since their first night, it had become an addiction of Harold’s to fall asleep with a nice, fat cock stuck inside her cunt, even though she was already pregnant. Chrysalis smirked, she didn’t owe this the broodmare anything and could just as easily force her to sleep on the floor... but it amused her greatly to see this mare so completely dependent on her cock.

A few moments later, Harold stirred in her sleep. She looked up at her Queen and smiled, then nuzzled her face into her Queen chest. The Queen stroked her consort’s mane for a few moments, and then Harold gasped as she felt a rumble in her stomach. A moment later there was a sudden flood of water.

“It’s time!” Harold squealed happily.

Chrysalis smiled and laid her down gently. She had been looking forward to the birthing of the mature eggs for quite some time. Harold spread her legs spread wide open and Chrysalis patted her gently. “Push!” 

Harold grunted and pushed, her strong vaginal muscles working to bring the much larger eggs from her womb. They had grown massively in size inside her fertile womb, and she was happy to be such an important part of the egg laying process. The green changeling eggs were now larger than melons in size, and they began to emerge from her massive cunt one at a time.

Harold’s custom-made form made the birthing process mostly painless. It made sense to Harold, she figured all cute ponies like herself were made solely to breed endlessly by their Queen. As the massive eggs were pushed out of her, she felt her wet pussy get stretched open to an obscene size. She grimaced slightly, it wasn't that painful, but she knew her cunt would end the day even looser than it was. In any case, it was a price she was more than willing to pay to be her Queen's consort. 

One by one they popped out, Chrysalis carefully laying them out nearby. Tears of sadness welled up in the broodmare’s eyes as she finally released the final egg from her warm insides. Not because she had given birth, but because she was no longer pregnant. She hated being without eggs inside of her. She needed them, she had to be pregnant at all times. And the potent changeling hormones flooding her veins made sure she was conditioned to always think that.

The eggs were matured now, but they would not hatch for several more days, as they still had one last leg of development to cover. They would soon give rise to twelves adolescent drones, ready to do the absolute bidding of their master. Chrysalis grinned, now she really was a queen. She was powerful and growing more so, but she still has to bide her time for now and wait for her armies to grow before she could show the world her true power. It would take time, which she had. But for now, she had other things to do around here.

She looked towards the downtrodden broodmare, who was sniffling as it rubbed it's empty belly. Chrysalis knew Harold was missing the eggs inside of her already. Chrysalis smirked and walked up to her, wiping the tears off Harold’s cheeks and walking around to her rear.

“Don’t cry, I need you for something...” Chrysalis licked Harold’s loose cunt.

“More?!” Harold’s eyes sparkled with happiness at the thought of being fucked so soon.

Chrysalis grunted as she mounted her broodmare once more, the loose cunt fitting quite perfectly over Chrysalis’s massively oversized cock. Chrysalis thrust herself in deeper, and bent down to whisper to her mare. “More? My dear little pony we only have twelve children. We will need many hundreds, nay, many thousands more.”

The squeal of happiness that followed was so loud it was heard for miles in every direction. There was no one to hear it though, just mile after mile of vast, undiscovered caverns. Caverns that the new Queen fully intended to soon be using.