She Really Did Know Better...
“I swear, Lily, if this is a joke, I’m going to kick that cute little ass of yours,” Applejack muttered as she stumbled through the underbrush toward her destination on the edge of the Everfree. Thankfully, the moon was high tonight, allowing her to see.
Then again, it meant that it was easier to see her as well. She eyed the dark forest for a moment, hand on her tight jeans while her other hand played with the collar of her red plaid shirt. Her tail twitched slightly, almost like a cat’s. She could feel it. Something was here. And anything that actually left the bounds of the Everfree could be dangerous to the town, or worse, the farm.
She trudged forward, wiping the sweat from her brow and flinging it against a nearby tree. If she hadn’t gotten caught up in Pinkie’s latest ’National Lanyard Day’ party, she’d have been here before dark.
But as she studied the small depression of grass and dirt, she had a strange feeling that whatever Lily had claimed to see wouldn’t be here with the sun high in the sky.
For the third time, she considered going back to get her machete. Most Everfree beasts were smart enough to run at the sight—or taste—of solid Ponyville steel. Those who weren’t could be handled easily enough—and usually Fluttershy didn’t mind too badly. Or she could have gone for backup, but she'd never met anything on the edge of the Everfree she hadn't been able to handle. Anyway, she was tired and she wanted this over with, so she ignored the thought and tromped down into the shallow basin.
Applejack knelt down on the earth and ran a calloused hand along its surface, feeling the broken twigs and bent grass stalks. Something had definitely been here. A familiar scent filled the air as something rustled behind her. It was an oddly sweet smell, a smell that sent shivers up and down her spine. She breathed deeply and sighed.
Then realized her mistake.
Applejack grunted as she slammed into the mossy earth hard enough to make her see stars. The stars were definitely a bad sign, because in the first strike, the claws of whatever had hit her had already ripped through half of her clothes.
Dazed and stuck on her hands and knees, she couldn’t even see the predator. She had a bad feeling about where this would go. Especially since she finally recognized the scent.
To think, she’d just been investigating Lily’s crazy story. She’d claimed it’d been a changeling. Applejack had known better. No black changelings lived in Equestria anymore.
Applejack wasn’t sure if she wished she had been wrong or not.
Another slash of its claws opened up access to that spot between her legs.
“Oh, no you… you… you…”
Her protest became soft cries when the russet timberwolf’s tongue started to tease her pussy. Her hands clenched the grass as she squirmed.
Applejack knew the mating cycle of the russet timberwolf. They were rare, but probably the most dangerous breed of all. Everyone who lived by the Everfree knew of these things. She’d heard so many stories, she just never expected to find one.
Or for one to find her.
They didn’t have the telltale stench of their common birch brethren. Instead, they had a scent designed to put creatures at their ease, making them easier prey. And that wasn’t the only thing unique about them. In fact, most stories showed them to be far more intelligent, even capable of becoming some strange, two-legged wolf-pony hybrid. She had thought that part had been just an old mare’s tale.
Now, she had her doubts.
Even if that part wasn’t true, she did know what it did to ponies of the right age and type. She knew she needed to get away. As far away as possible.
But… that tongue was magic.
It darted inside of her, finding so many of her sensitive spots, teasing them, tasting them, then slipping out, making her crave it all the more. She found herself settling down comfortably on her hands and knees, then lifting her ass up to give her captor better access to her now-slick pussy.
Warnings given to her by her family and other residents of Ponyville flashed through her mind. But she couldn’t find a way ignore the intense physical sensation…
“What… oooh… they never said it would… ahhh… feel so good… mmmm…”
Her whole body thrummed with rising need. She could barely think—
Then she felt something change behind her. She looked back and realized that it was no longer a wolf at her pussy, but a timber-coated man about her age. He smiled at her with sharp teeth and glowing green eyes, then he casually flipped her over so she lay belly up.
The legends were true. And if that legend was true…
She tried to yell for help. “Somepony get… get… get….”
According to the stories, the first rule of dealing with a russet timberwolf after they had taken their two-legged form was to never look into their eyes. Most ponies thought it was best never to look any timberwolf in the eye. And while other timberwolves held danger in their eyes, the russets were unique. It was said their magic could seep through your thoughts when you met their gaze. Applejack had never really believed it.
She did now.
Applejack’s protests died on her lips as the timberwolf willed her into silence. She could feel its… his… weight on her mind. It felt so intimate that a few of his thoughts—specifically how he regarded her—seemed to slip into her mind.
“She will make a fine mate.” That one in particular seemed to echo in her head.
“I am Quick Leaf,” he said in a low, husky voice that sent shivers up Applejack’s spine and tingles through her pussy. “I have claimed you. You are now mine.”
He leaned down, his heavy body pinning her to the ground in the most deliciously sensual way. Then, he kissed her. She tasted herself. What’s more, she tasted her mate… no, she tasted him. He wasn’t her mate. He…
The timberwolf lifted his tightly muscled body up and smiled at her. Then, he repeated himself. “My name is Quick Leaf. I have claimed you. You are now mine.”
Applejack knew that was anything but true, but it didn’t stop her from saying, “I am Applejack. You have claimed me. I am now yours.”
“Good,” he said, then slipped a hard finger into her wet sex.
Her eyes went wide and her hips undulated. The pleasure was mind-numbing. She fought to keep her sanity.
“Applejack. Not a good wolf name,” Quick said with a shake of his head as his eyes drifted over her body. “You need better one.”
Applejack whimpered softly, but couldn’t look away from those eyes. She could feel the wolf-boy’s fingers inside of her, stretching her, and felt something flow into her. It filled her, shooting up her spine and dancing around in her brain like leaves in a whirlwind. She moaned softly and began to move her hips in time with her mate—no, with her captor.
“I… need a better name,” she whispered.
“Yes, good. Claiming you means I will remake you. Undo your past. Grow new future for you. To do this, you must submit to me. Do you submit?”
“I… shouldn’t, but…”
His eyes seemed to glow brighter. She let out a whimper of need.
“I… no… I’ll fight…”
“You are strong,” Quick said with a nod of approval.
“I am strong,” Applejack echoed, squealing at the end when his fingers twisted inside her.
“There is always someone stronger, though.”
Applejack could see where this was going, but her body, mind and mouth betrayed her as she echoed him.
“There is always someone stronger,” she cried out, wiggling her naked ass against the grass as she fed the plants with her juices.
His fingers began to pound into her, going deeper with every thrust. She wondered briefly if this would be what it was like when he fucked her. Then she banished the thought.
“The strong will be honored.” Quick Leaf said as he settled into a casual kneeling position, as if he wasn’t fingering away her will. “But they must serve the strongest.”
“The strong will be honored,” Applejack whimpered, trying to stop her mouth from moving, but with his fingers in her, the moans wouldn’t stop coming. And her moans turned into his words. “But they… they must…”
She was so close. If she could get him to make her cum, maybe she could make a break for it—
His fingers slipped out. His eyes glowed brighter. Her mind went fuzzy as her hips bucked in need. His expression made it clear what he required of her to allow her to finally orgasm.
“They must…”
He leaned over her again, a mass of dark wood, green leaves and brown fur. He smelled of sex and sap. And his eyes… they… they were looking inside of her. They were unlocking her. Slipping around inhibitions and undoing them from behind. She could feel him in her head, playing with her memories, teasing her desires and slowly driving her mad.
“Wait… don’t…”
Memories appeared. Memories of fingering herself into a panting mess whenever she heard the howl of a timberwolf. She’d done it so often, eventually just the sound of a timberwolf’s howl would make her cum.
“No… that… never… mmm… happened…”
The way she’d ended up riding Hopping Fir for hours for her first time just because he had worn a timberwolf costume. She’d been completely unable to stop. She’d needed him so badly. It wasn’t until his mask fell off that they finally collapsed on her bed, passing out. He quickly learned that seeing him as a timberwolf was enough to make her wild with lust. She’d been his willing timberwolf sex toy until he’d moved to Baltimare.
“No… it wasn’t Hopping Fir…” Applejack wiggled against Quick, fighting off the need to kiss him… then fuck him until she couldn’t think. “I…”
The way she’d sneak off into the forest to watch timberwolves during mating season. About the time she was caught by three of them—
“No, that… mmm… three….”
The three had done things to her, nipping her, teasing her, licking her… they’d driven her wild with need. She’d sensed they wanted an older mate, but that didn’t stop them from offering their thick, wood-like cocks to her.
“I would have… have… refused…” she whispered, knowing it might have once been true, but was now an outright lie.
She’d sucked each cock, swallowing down the sap. It had made her feel so good, she’s stripped naked and begged for one to be take her like the bitch she wished she was. Two had left while one had… had…
Applejack looked into Quick’s smiling face. He could see the memories flowing into her. It pleased him. That pleased her.
“What did you do after you stripped, pony?”
“I… no… I… can’t… this didn’t happen…”
“Your sex reeks of need. Speak the truth.”
“I… I…” Applejack tried to ignore the… new?… memory. But it seemed to be fondling her all over.
She could feel the lapping of the wolf as it cleaned her coat. She could feel the heat of that shaft as it neared her pussy. They were mostly wood… why were they so warm…
“It… it… I begged for more. The other wolf… it… gave me more…”
“How did I give you more?” Quick demanded.
Her eyes went wide when she realized the final wolf was indeed Quick Leaf. She shuddered beneath him.
“You… you…” Applejack whined again, trying to resist… but his eyes bore into her weakened will and with a little push, finally cracked her a little. She had to say it. She had to say this fantasy that was becoming her reality. She had to!
“You mounted me like a good bitch and rutted me full of your sap!”
“And every cock since then?” he asked, a small toothy smile on his muzzle.
“I… imagined it was yours…” Applejack moaned, as her hands began to fondle herself from top to bottom.
“Yes. You really are my mate…”
“No, I… I don’t want to be your mate…” Applejack whimpered. She knew she wouldn’t last must longer. She… she had to… do something…
“You already are,” he whispered as a finger slipped so deep it almost felt like it was going right through her. “You just must complete the first stage. Say the words. Submit.”
“I… they must serve…” Applejack whispered, staring at the eyes that were becoming her whole world. “They must… they must…”
“Submit and speak.”
“No…” Applejack whimpered, bucking as she stared into the eyes of her mate. “Don’t… I’m not—”
A second finger slipped into her eager and needy pussy. Something in her just shattered. Her legs spread wide for him. She spread her mind for him. “They must serve the… the…”
“Submit and speak.”
Applejack moaned as the fingers twitched slightly. She just had to hold out and—
“Submit and speak!” he said in a far deeper voice that… did something to her. It reached into the most feral part of her and summoned something she didn’t know she had.
“They must serve the strongest!” Applejack panted as she stretched on the grass, revealing her entire body to him. “The strong must serve the strongest.”
“What are you?”
Applejack knew this one. He had told her. She felt proud of this. “Strong.”
His eyes bored into hers. “And what am I?”
“The… the… the…” she whimpered again as the fingers again began to dance in and out of her aching pussy. She lay on the dirt and grass, her entire body shivering save for her focus on his eyes.
His fingers found her clit.
“The strongest!” she cried as he caressed her clit.
“So, what does that mean?”
Everything seemed so obvious to her now as she stared into his eyes. She didn’t know why she had resisted for so long. He was stronger than her. Physically yes, but mentally, too. He knew best. He…
He…
“I… I… I serve you. I… submit to you. I obey you.” Applejack babbled as she bucked against his fingers. She moaned in wonderful pleasure just saying those words. They felt almost as good as the fingers in her sex. “I serve you. I obey. I serve. I submit. I obey.”
Why did it feel so good?
Why did it feel so good to submit?
Why did it—
“Good, bitch.”
Why did it matter? It just was.
Applejack glowed with pride.
His eyes suddenly burned with green elemental fire. She gasped and felt the fire reach through her eyes, spreading deeper and deeper into her mind.
“What are… opening! My mind… you’re opened it! You’re… you’re going to… I…”
“I am now making you what you’ve always been,” Quick replied. “Now obey.”
She smiled at him, her eyes as wide as her legs. “Yes, Alpha.”
Wait, why did she respond—
“You are now Applewood. Your old name is only good for lying to those not in the pack from your old life. For when you seduce them into service. Speak your true name and let it cleanse you of your old one.”
Applejack tried summon up enough courage to resist, but those eyes and those fingers were just so powerful. And she could feel the green fire in her mind. Adjusting her. Making her think differently. She should be panicked. She couldn’t be panicked. She needed… she’d already said she submitted to him, right?
His magic was flowing into her through his gaze. It would be so much easier to just submit.
She gasped, her eyes going wide as she felt a new surge of his magic flow into her, reshaping her from the inside out.
She should keep her… her promises…
She closed her eyes and shuddered. Everything went white for a moment as her brain overloaded.
Then she smiled.
“I am Applewood,” Applewood said proudly as she opened her eyes. “And you have claimed me. I submit to you, my Alpha and my mate.”
The words felt so erotic she almost came. A smile slipped over her mouth as she licked her lips and remembered so clearly what timberwolf cock tasted like.
Quick smiled, then quickly removed or shredded all of the clothes on her body belonging to that silly pony, Applejack. Applewood needed no clothes, unless her Alpha commanded it. She loved the feeling of being naked and submissive before her Alpha. She looked up at him and whimpered, her hands holding her modest bust to him, seeking approval.
New and revised thoughts began to trickle into her mind. Applewood welcomed them. They were her true thoughts instead of her foolish old pony thoughts. And with every second, the sight of Quick kneeling above her became more and more erotic. In only moments, her entire body trembled in lust for him. She moaned again, staring into his green eyes, knowing that her own were starting to slowly change.
“Turn over and present yourself like the good little timberwolf bitch you are,” her Alpha demanded.
There was a silly little part of Applewood that protested. It pointed out that she was a pony, not a timberwolf and that she needed to get away, not beg for her Alpha’s cock. All those thoughts were dismissed. She knew when her Alpha called her his bitch, it was to make her feel desired and needed. Because it was all true. She was his bitch. And she loved being his bitch.
Applewood shoved all remaining doubts aside, rolled over, lifted her blonde tail and presented herself.
“That’s a good girl,” Quick whispered. “Your tits grow.”
Applewood groaned loudly as her bust suddenly swelled nearly double the size they’d been. She felt a little bit of milk and sap leak from them.
“What good are tits like that to one such as you?” demanded Quick as he stood, then stalked around her shuddering form.
Her pussy ached for her Alpha, but she still managed to run a hand over one breast, fondling the wood-like nipple as the answer trickled into her mind. She smiled at the simple answer, happy to have it.
“To feed any of the pack who need or desire it,” she answered with a soft sigh, imaging sitting down and nursing their pack until all were full of her milksap, growing strong and lusty to claim more for the pack.
“And?” Quickly demanded.
Applewood yelped as Quickly reached down and fondled the other tit. “To induct others into your pack, Alpha!”
She imagined some cute blonde pony moaning in need as the milksap stripped away all the pony parts of her, leaving only a willing and horny member of the pack. Together, they served their Alpha, worshiping his cock, running through the night, being rutted in the moonlight.
“And?” Quickly whispered in a husky whisper.
She looked up at him and groaned.
“To please you,” she said, knowing that this was the real reason for any timberwolf bitches’ changes. To please their Alphas.
“Good,” Quickly nodded in approval. “Your ass grows.”
She let out a full-throated howl as her pussy spasmed at the sensation of her growing ass overwhelmed her. She felt like such a little breeding fuckpet, changing to his whims.
Applewood craved more.
“You are ready to accept your true form. You were pony,” Quick announced.
“I… I was…?” she asked, a little confused.
“Remember your real pony life,” he commanded.
The thoughts trickled in, though they were all so vague and nebulous. Applewood had only the faintest memories of being a slutty pony who fucked everypony she could. Her obsession with timberwolves had turned into an obsession with having her pussy full, be it from tongue or cock. But the timberwolf fantasy had always been there, driving her mad, until the howls summoned her to become the bitch to the perfect Alpha.
“Do you remember how much of a slut you were as a pony?”
“Yes,” Applewood mewled, feeling no shame in her endless quest for pleasure. “I fucked my friends, strangers and so much more. I was the village whore. And I loved it.”
“Those days are behind you now,” Quick said as he positioned himself above her. In a moment, she could feel the veined wooden cock of her Alpha against her lower lips. “Your real life begins now.”
“Yes, Alpha,” she moaned as her memories became a little foggier.
“Do not forget them all,” her Alpha commanded. “You will fuck many into more mates for me. You are first, so you are Pack Mother, but you must bring more into our Pack.”
Applewood let out another moan at the idea of changing all her old friends into needy wolf bitches who craved nothing more than to be impaled by the Alpha’s cock.
“First, though, we must make you complete.”
That was all the warning Applewood had before Quick shoved his cock into her. Applewood spasmed, going crosseyed as the thick stick of living wood impaled her pussy.
Before she could whisper a word, she felt it. Her fingers were the first to know the touch, as they were closest to the earth and the power of the timberwolves came from the earth. She gasped and moaned as her fingers slipped into the dirt, and the earth responded by growing into her hands. Her hands began to change into perfectly slender and feminine bark. The changes continued up her arms as Quick began to thrust in earnest. Her changes stopped right at the shoulder, and she felt more complete. This is exactly what should be—
“Oh!” she cried as she felt the same transformation claim her feet and legs. She could feel part of her growing into the soft earth, her roots sucking up nourishment from the soil. “It’s… so good!”
“Yes, it is… being a timberwolf is perfection. You feel this. You know this. You can never truly go back to your old form. This is who you are.”
“Mmmmm… yes… who I am,” she moaned again as she screwed her eyes shut, feeling them change. When she opened them again, the world looked different, though she couldn’t tell exactly how. However, she knew what those around her would see when they looked into her eyes. “I… am the true me.”
“Yes, my slutty little bitch…”
She squealed as she felt the changes overtake her ears, turning them into a soft pliable wood with grassy stalks flowing out of the tips. Her eyebrows became delicate and graceful leaves. Twigs and branches began to grow in her mane and tail.
“I… I…”
“Who are you?” the rutting male demanded of his mate.
“I… am Applewood, mate of Quick Leaf of the Everfree Pack,” she announced as her wood flowed even deeper into the earth to suckle water from the roots of trees. “I am his eager, breeding bitch. And I will convert many ponies to grow the pack. I will be his Pack Mother. We will grow. We will convert. The pack must grow.”
He nipped at her neck affectionately and she squeezed her pussy around his perfect cock in response.
A tiny piece of Applejack still fought inside of her, but she was on her hands and knees in her mind, being fucked by a huge rod. She tried to get her outside body to run away, knowing what would happen if the monster came in her.
“Do you wish me to breed you, mate?” Quick demanded as his thrusts became faster.
“Yes!” she cried as she bucked beneath him in excitement. “Let me bear your puppies! I won’t be whole until I have your seed growing inside me!”
Applejack suspected she was fighting a losing battle. Applewood’s words and thoughts were nothing like hers. She should… should… should…
Applejack should enjoy being bred by her Alpha, just like Applewood was.
Quick grunted hard, rammed home and began to cum inside of pussy. Meanwhile, Applejack squealed inside of her mind and melted into Applewood’s true form. All that was left was her sexy fantasies about her friends.
“Fill me,” Applewood begged. “Breed me…”
“As you say, my little mate. Your final changes flow.”
Applewood squealed as she shoved her pussy back hard again her Alpha, catching his thickening knot within her pussy. That was enough to drive her into another orgasm.
More changes washed through her. Her face reshaped a little, becoming more and more wolf-like. Her mane and tail became wilder. Small bits of ivy crept over her beautiful arms and legs, then slipped toward her three apples.
Even as she came, she could feel the change. She glanced down to see the vines sweep over her cutie mark and felt… something. Like the world had just changed… or her very identity had been redefined. All of it swirled in her head, until the vines vanished, leaving a picture of an apple blossom growing on a thick piece of bark, with tendrils stretching in five different directions.
“I… am whole,” Applewood said as the final piece of Applejack slipped away.
Meanwhile, her mate’s pumping cock began to slow.
“What did you say, bitch?” Quick said as he licked the sweat from her mane. She shivered every time he called her that. Every time, it reminded her of who she was and how fond he was of her.
One day, Applewood suspected it would be an expression of love.
“The pony cutie mark has changed. It is rare.”
He looked down at the mark and pawed it gently. “And what does this mean? Natural-born wolves do not have this.”
“The blossom mean I’ll be bearing you many litters of puppies, Alpha,” Applewood said with pride, enjoying the feeling of that knot lodged in her pussy. Even now, she could feel something subtle warming the inside of her. She knew she carried his young. “The litters grow from you, Alpha. That is the wood. And the tendrils… they are those who will be made into mates for you.”
“The pony’s friends?” Quick asked.
“Yes,” Applewood said, her glowing green eyes piercing the trees as she looked into Ponyville. “Even though I am no longer pony, I am still connected to them. They are dreaming of us.”
“Of us?” Quick asked, though he sounded happy. “What part of us do they dream of?”
Applewood moaned on the ground, wiggling and enjoying the still-hard wooden cock buried in her fertile sex. She felt the touch of the grass on her nipples, the cool Everfree air on her naked skin, the places where her wood had rooted for a time to sustain her.
“They dream of becoming me,” Applewood whispered. “Alpha, the bond is strong… can you mate with me again? I want them to awake cumming to your cock.”
Quick hummed to himself, then gently bit Applewood’s neck again. Feelings of happiness and pleasure rushed through her mind. There was a shift in her as she felt all of his seed slipping into her womb. Then, the shaft was thrusting once more. And she was whining in passion once more.
And out there, five horny mares were whining with her.
“If you please me, bitch, I will allow you to take the last two yourself with the Blessing of Both. You will stalk them, tease them, drive them into heat and finally claim them with a rod of your own.”
“If that pleases my Alpha…” she whispered as she squirmed beneath the humping timberwolf. “I cannot wait to fuck them into worshiping you.”
“You please your Alpha, bitch. You will quickly learn our ways, you will bear my young and you will serve in your strength.”
“I serve the strongest,” she moaned as she felt her next orgasm coming up.
He was speeding up too, ensuring she would get another dose of her Alpha and more puppies for his litter.
“And in so doing, you feel pleasure.”
Applewood smiled as the orgasm took her. “I… I feel you.”
“Same thing…” he grunted as he began to spray into her.
As the newly mated couple came as one, one seeding the other with more life, five mares in Ponyville woke suddenly. All of them were stark naked—even if they hadn’t gone to bed that way. All of them were on their hands and knees. All of them had their ass in the air. And all of them were cumming from the sensation of a thick, knotted wooden cock being plunged into them. And despite the confusion, in their sleep-addled minds… they all couldn’t help but love it as a fetish-like seed was planted in each of their minds.
Applewood came with her fellow bitches and smiled. She couldn’t wait to have them all together again, all serving the Alpha, all stuffed with his puppies, all proud and happy and safe.
Until then, she had until the next full moon to finally become what she’d always wanted to be for as long as she could remember.
“What thoughts do you have, my dear bitch?” Quick Leaf asked.
“That I’m now a wolf… and I’m exactly where I want to be,” Applewood sighed as he knotted her once more and slumped to the ground.
He nestled atop her, his cock occasionally twitching within her pussy.
“I’ve watched you for a long time, my pet Applewood,” he whispered in her sensitive ear. “I have much desired to claim a pony as one of our own.”
“And… now that you have?”
He nipped her ear, his voice tender and affectionate. “I think I picked the right one.”
“So do I,” Applewood whispered as she closed her eyes and enjoyed the warmth of her Alpha atop her, the faint warmth in her belly, and the warmth of the cumming ponies in the nearby town. “So do I.”