Not the best first impression

"Hurry up with that harvest! Them apples ain't gonna buck themselves!"

"Yes, Miss Applejack," I replied, as I trudged to the next tree and began shaking it, getting most of the apples to fall into the baskets neatly arranged around it. I paused to wipe the sweat off my brow. It was back-breaking work, but at least it paid the bills. It was also all I could find in this strange world in which I'd found myself a few weeks ago...

It was a beautiful, sunny day, just right for hiking. I gathered my backpack and my walking stick and headed out to one of my favorite trails. I kept an eye out for mountain lion scat or other large predators in the area, but I figured as long as I kept to the well-worn paths I should be fine. To add to my reassurance, I passed other hikers on the way. They were all in groups of two or more, but I liked to keep to myself. I enjoyed the solitude.

It was a few hours after the noon when I decided to head back. The sun was just beginning to be in its golden phase over the trees when I saw a strange glow that had nothing to do with the sunlight off to my right. Curious, I looked around to see if anyone else was around who could see it. There was no one else. So I took a few tentative steps closer. I'd seen enough horror movies to know this is how one starts, so I had no intention of getting too close. When I was about ten feet away, I stopped and picked up a rock. I tossed it underhand towards the glow to see what would happen. Nothing. I'd seen enough. I backed slowly away and began to turn when suddenly the glow started moving towards me. I stopped and looked at it, and it stopped. When I turned and walked away again, it followed me. When I stopped again, it did the same, but this time it was a bit closer. I didn't like this. So I began running!

My father has a saying for just about every situation. In this case, the one that applies would be "Never look behind you. Something might be gaining on you." Sage advice. I made it to the path and went flat out, shedding my backpack and dropping my walking stick, running as fast as I could. Despite his advice, I chanced one glimpse behind me. And I wish I hadn't. The glow caught up to me and swallowed me whole. Darkness overtook me and I knew no more.

The next thing I knew, it was nighttime. I looked up and gasped at the size of the moon overhead. It was way, WAY larger than it should be, and as a result brighter as well. I could read a newspaper from its light if I'd had one, and that's a phenomenon I'd never experienced.

And that wasn't all.

As I moved, I felt...lighter. As though I wasn't as heavy as I was before. Being a hiker, I'd kept myself in shape, even though I still had a few more pounds than I wanted. But now experimenting, I took a jump and landed far further than I should have! Something was very, very wrong here. The thought that I was no longer on Earth was starting to worm its way into my brain, and I fought down my panic. Besides the weirdness with my body and the moon, everything else looked normal. I glanced around. I found myself on a path like the one I'd been on before, but I didn't recognize it. The geography was all wrong.

There hadn't been any mountains off in the distance before, and as I drew a deep breath the air had never smelled this clean. It was almost peaceful. Then my stomach rumbled, bringing me back to reality. I needed to find out where I was, and possibly get something to eat.

I took out my cellphone and unlocked the screen. Of course, I had no bars. That would have been too easy. But then I noticed a source of light off in the distance, and now that I was concentrated in that direction I could hear music! Cool, it must be a party! Where there's a party, there's food, (and possibly booze!) so I headed off there.

As I walked a few yards, I noticed my backpack lying across the path, so I picked it up. A few more feet and there was my walking stick. The force that brought me here must have scooped up my belongings behind me as I'd thrown them down. I didn't know how much good these things would do me, but it was nice to have any sort of familiarity. Besides, I did have some granola bars and water in my pack, so if I couldn't find anything else those things would do in a pinch.

I soon found myself on the outskirts of the town and paused to take it all in. I just had to stare. These weren't...humans. They all looked like little cartoon horses, of all different colors! Some had wings, some had horns, and they all had these cute, round eyes! They were all laughing and dancing around a stage, where a DJ had set up a sound booth, and I saw tables and tables of food, as well as balloons and streamers everywhere. Whatever they were celebrating, it must be a big deal! They seemed friendly enough, aliens or no, so I brushed the dirt off my pants, straightened myself as best I could, and walked up to them. Immediately, there was a record scratch, and every eye turned to me. The silence was deafening. One lime-green horse yelled, "I knew it!" before the rest of them suddenly began screaming and running about! In the space of a few seconds, the place was deserted. Leaving all the food unattended.

Nom nom.

Through the doors of the Town Hall, a great number of ponies were clustered behind Twilight and Company as they stared out the doors at the alien.

"What's it doing?" whispered Rainbow Dash.

"I think...I think it's just...eating," whispered back Twilight.

"What is that thing?!" said Applejack. "Ah ain't never seen nuthin' like it!" Several ponies were holding back Lyra, who was struggling to break free.

She finally got her mouth clear and shouted, "It's a Human! I told you all they were real!"

"Be quiet!!" they all shouted back to her. Then they turned back to Twilight and her friends. "It's your job to see to these things, Princess!" said one. "That's right! You all go take care of this!" cried another.

Twilight swallowed, then looked to her friends. "They're right...let's do this." She squared her shoulders and led the way outside. Marching up to the alien, who appeared to not have noticed them, she cleared her throat and said, "Excuse me? Who and what are you?"

The alien didn't pause and said with mouth full, "Can't talk; eating."

Twilight's fear left her and she began to get annoyed. "I can see that! But it's important that we talk to you!"

"Mmmph...so good!" He stopped and wiped his mouth. "I'm sorry, what did you say?"

Twilight stomped her hoof. "I said, 'Who and what are you?!'"

The being snuck another potato chip into its mouth and crunched down before saying, "Oh! I'm Alex. Pleased to meet you!" He stuck out an appendage that was covered in various crumbs. Twilight looked at it with distaste. "Sorry!" It wiped its appendage on its clothing and stuck it out again.

"And what, exactly, am I supposed to do with...that?" asked Twilight.

"It's a handshake! You shake it!" Instead of further explanation, he bent on one knee, reached down and took her hoof, then gave it a vigorous shake. Her hoof tingled where he touched it, but she kept it to herself. "See? That wasn't so hard." He stood and turned back to the tables of treats. "Now, if you don't mind..." The sounds of him snuffling and snarfing food soon filled the air once more.

The ponies all exchanged glances with one another. Finally, Rainbow had had enough. "Look you jerk! If you'd quit stuffing your face for two seconds, we can get this whole thing sorted out!"

Alex snarfed one more cheesy burrito and belched, then turned back to the ponies with a red face. "Sorry, it's just that I feel like I haven't eaten for more than a day. Trying to catch up."

Rarity wrinkled her nose. "What an uncouth lout."

Pinkie bounced in place and smiled. "I like him!"

Alex placed a hand behind his head and shuffled his feet. "I guess I was being rude. Please go on, what did you want to ask me?"

"Well, for starters, where in Tartarus did you come from? We've never seen anything like you!" shouted Dash.

"What's 'Tartarus'?"

"It's..." she began, then looked to Twilight for help.

"It's not important. What we want to know is are there more of you, what your intentions are, and will you be staying?"

Alex shrugged. "As far as I know, I'm the only one here, wherever 'here' is. And I just want to go home, as soon as possible, if that's alright." Then his face brightened. "I have a few questions for you all if you don't mind?"

Twilight inclined her head. "Go on."

"Well for starters," and here he reached down and grabbed her horn, "Is this real?"

Twilight gasped as a wave of pleasure ran through her body at his touch. Her eyes rolled up into her head and her tongue lolled out, then her knees buckled. "Hey! Let her go!" yelled Dash as she flew forward and tried to knock him backwards. It was like hitting a brick wall. "Whuf!" huffed Dash as she fell to the ground, the wind knocked out of her. She felt a strange tingle as she looked up at the human. "What are you made of?!"

"Sorry, sorry!" said Alex as he released Twilight. She got shakily to her hooves and shook her head. The others clustered around her and Rainbow.

"Are you two alright?" Fluttershy asked Twilight and Rainbow.

Rainbow shook her head to clear it. "Yeah, I'm alright..."

"I...I'll be fine," said Twilight. She'd never experienced a feeling like that before, but it had frightened her more than anything. To think a being had such power just in its touch...

She glared at the human. "Don't. Ever do that again."

Rarity joined in as she also cast a burning gaze at him. "A unicorn's horn is very private! You never touch it, you barbarian!"

Alex looked puzzled, then his face went bright red. "Oh, I get it. It's like your 'personal' area.' I'm so, so sorry!" Then he added, "But in my defense, unicorns and horses with wings are just fairy tales on my planet. I wasn't sure you guys were real."

"We ain't horses, we're ponies, ya idiot! Don't you know the difference?!" yelled Applejack.

Alex shook his head. "Not really, no."

Applejack threw up her hooves and turned away, grumbling, "Somepony else deal with this moron."

Twilight cleared her throat and said, "It's very simple. This world is called Equis. The land you're on is called 'Equestria,' ruled by the Princesses Celestia and Luna. There are three pony tribes: Earth ponies, Pegasi and Unicorns, and a fourth called Alicorns. Now then, from where do you come?"

"My planet is called Earth, which is weird if you have ponies named after it. All the ponies and horses on my world don't have wings or horns, and they don't talk! My people are called 'humans,' and we're the dominant species."

"And how did you get here?"

Alex looked around. "That's the strange part: I don't really know. All I remember is being chased by a strange glowy thing out in the forest yesterday, and the next thing I knew it was night and I was here."

While they were speaking, ponies had begun venturing out of their hiding places and whispering among themselves as they stared and pointed at the strange being. Twilight noticed the crowd forming and raised her voice.

"It's alright, everypony. This is a human named Alex, and he's safe."

Lily, one of the ever-nervous Flower Trio, timidly said, "And how d-do you know it won't gobble us up at the first opportunity, Princess?! Look at those teeth and its tiny eyes! It looks like a predator if ever I saw one!" Several other ponies voiced their agreement. Alex held up his hands.

"Hey, now, no need to be worried! I'd never hurt any of you."

"That's what you say now!" cried Rose, one of the other Trio. "But what happens when you get hungry again and begin craving for our sweet, tender, succulent pony flesh?!" She presented her rump and gave it a slap, causing it to jiggle in place. "Don't tell me the sight of that doesn't make your mouth water!" Alex was struck speechless as he stared, and despite himself, he did feel a..."craving" coming on. But then he shook himself to clear his mind of all lewd thoughts.

"Umm...no...no...I...don't want to eat any of you..." For the first time, he noticed all the naked female asses surrounding him, and how perfect they all looked, even if they weren't human. It had been a while. Sweat began to form on his brow. "Is it getting hot around here?"

Rose had been watching him closely, and with a look of triumph, she immediately turned around again and began twerking! His eyes were glued to her fat booty, that as if in slow motion was bouncing up and down...and from side to side... "Hah! Just look at his face! He can't wait to sink his teeth into my juicy butt!" Her sisters tackled her and wrestled her to the ground.

"Rose! Stop it! Don't give him any ideas!" cried Daisy.

"For Celestia's sake stop reading those 'predator/prey' romance books!!" yelled Lily.

"No! Let me go! He must take me!" screamed Rose as she struggled to free herself.

"Get him out away from us!" screamed several ponies at once. They started to form a mob and began to advance on the human when Applejack cried "Let's go!" and they ran, leading the human out and away from the Square. They soon found themselves at the relative quiet of the Golden Oaks Library. Alex had to slightly stoop to enter the building, but still had plenty of room to stand up as there was enough space above him. He looked around for a suitable chair and, finding none, just sat cross-legged on the floor.

"Well!" he finally said. "That sure was something." He was having a hard time keeping the image of firm, jiggling pony-butt off his mind. He shrugged off his backpack and placed it on his lap, then tried to look anywhere but at his hosts' asses. They were clustered around each other, deep in conversation, some facing away...and some not. The yellow one with the wings and the white one with the horn had their butts towards him and, as near as he could tell, they both had the most perfect asses of them all. So of course, they were right in front of him.

Think unsexy thoughts, think unsexy thoughts...

He was startled out of his concentration by the arrival of a small dragon carrying a tea tray. Now, he'd seen everything! The dragon stopped when he saw the human and said, "Hey! Who is this?"

"Sorry, Spike! I should have warned you. This is Alex, and he's a Human," said Twilight.

Spike set down the tray on a table and said, "A Human?! You mean like those beings Lyra is always going on about? They're real?!"

Twilight smiled and nodded. "Apparently so." She turned to Alex. "The question now is: what to do with you in the meantime?"

Alex looked troubled. "What do you mean by that?"

"Well, we can't have you wandering around town, as you saw the townsponies' reactions towards you." She turned to the dragon. "Spike, send a letter to Princess Celestia. Inform her about Alex and ask her for her advice."

Alex still looked troubled. "You aren't going to do any...probing, are you?"

Twilight and the others stared at him. "What do you mean, "'probing?'"

Alex clenched his buttcheeks tight. "On my world, there's stories of aliens doing...umm...anal probing of humans."

There was silence for about two seconds, then all but Twilight burst into laughter. Even Fluttershy was hiding a smile behind her mane. Dash fell over backwards laughing, and holding her stomach managed to say, "Y...yeah, buddy! We probe alien butts all the time!"

"Rainbow!" yelled Twilight. "Not helping!"

Alex watched them all. It was clear it was all a big joke, but he was still on an alien world, and there was no real way of knowing how things were done here. At least, the situation took his mind off the lewd paths it was taking before!

"Now, as I was saying, we need to figure out what to do with you, Alex. I don't think you'll be welcome at the Ponyville Inn, so we all should decide who will keep him for the time being," said Twilight.

Rainbow wiped a tear from her eyes with one last chuckle and said, "My place is out unless he can walk on clouds."

"I'd love to have him stay with me!" piped up Pinkie Pie, "but there's no room at Sugarcube Corner."

Rarity was quick to say, "He most certainly cannot stay at my boutique! I simply do not have the space!"

With each response, Alex felt was feeling more and more like an outsider. He'd never been homeless in his life before, never had to wonder where he'd spend the night, and now here he was facing both. Before another pony could reject him he said, "Look, it's clear I'm not wanted by any of you. That's fine; I have my backpack. I can camp out in the woods for a few days by myself."

At these words, everypony turned bright red. Finally, Twilight said in a subdued voice, "We apologize, Alex. We shouldn't have made you feel unwelcome like that. From what you've said, it's not your fault you're here, and we'll do everything we can to get you back home. You can stay here with me and Spike until we figure something out."

Applejack shook her head. "No, sugarcube, you ain't got the room. Ah got a spare bedroom at Sweet Apple Acres, and we could use the help for harvest time." She turned to Alex. "What do you say, big fella? Feel like doin' some farm work?"

Alex smiled. "I've never done 'farm work' before, but I'll give it a try." He stuck out his hand to seal the deal with a handshake.

Before Twilight could yell, "Applejack, NO!" he'd already gripped her hoof and shook it. Immediately, pleasure flooded through her Earth pony hoof, where her magic was concentrated, to every corner of her body, leaving her dazed and breathless. She fell to the ground with a dopey smile on her face.

Alex released her with a look of concern. "Are you alright, miss?"

Applejack shook her head. "Woo wee! That was a doozy!" She glared cross-eyed up at him. "How'd you do that?!"

Alex raised his eyebrows. "Do what?"

The others crowded around Applejack. "What just happened to her, Twilight?" asked Rarity.

Twilight blushed. "I...I don't have enough data, but it seems that Alex's mere touch has an...err...erotic...effect on ponies. I felt it earlier when he touched my hoof, but it really hit me when he grabbed my horn. I just wasn't sure."

"Gross!" yelled Rainbow.

"Quite agree!" said Rarity. "It's vulgar, causing an involuntary effect on innocent ponies!" Even Pinkie and Fluttershy looked a bit put out.

Alex looked down at his hands as if seeing them for the first time as they all stared at him. Finally, he said, "I'm really sorry. I had no idea."

Applejack struggled to her hooves and said, "Ah ain't a pony to go back on her word. But you ain't stayin' in mah house, not near mah little sister 'Mister Hands.' You can stay out in the barn!"

Twilight put herself between them and the human and said, "Please, everypony! It's not his fault!" She turned to Alex. "You promise to keep your hands to yourself, right?"

Alex nodded. "I promise."

Just then there was a knock on the door. "Great. Who could this be?" muttered Twilight as she went to it. Opening it, she saw Lyra, flanked by her friend Bon-Bon. Lyra looked excited, while her girlfriend had the air of somepony who really, really didn't want to be there.

"Umm, hello, Princess..." began Lyra. "I was just wondering...could I talk to the...Human? Please?" She stuck out her bottom lip and gave her the biggest puppy-dog eyes she could.

Twilight sighed. "Now is not a good time, Lyra. Maybe tomorrow?"

Lyra fell to her knees and clasped her front hooves together. "Oh PLEASE, Your Highness! I've always wanted to meet one, and here's my chance! Don't take it away from me!" She looked back at her marefriend, who was still standing there with a scowl on her face. "Somepony took me away the moment he showed up, so I didn't get to see anything that happened after he arrived." She groveled even further. "Pleeease, Princess!"

Twilight closed her eyes and rubbed the bridge of her nose. "Alright, but just for a few minutes. It's late, and we all need to get to bed."

"Oh thank you, thank you!" cried Lyra, as she slowly made her way in, never taking her eyes off the big Human. "You're real..." she breathed as she took in the sight of him. For his part, Alex became very uncomfortable. He'd never in his life been the center of attention before, and he found that he didn't really care for it.

"Umm...hi."

Lyra gasped. "You can talk?! What else can you do?! Let me see your hands!"

All the ponies in the room shouted, "NO!!"

Lyra looked around. "Why? What's wrong?"

"Just...don't let him touch you," said Twilight. "You'll lose control of yourself...erotically"

"Oh. OH!" She smirked as she turned back to the Human. "I'm Lyra. What's your name?" she purred.

"Alex."

Bon-Bon had been watching her closely and frowned when she saw the wheels turning in her head. "That's enough, Lyra! We're going!"

But Lyra dug in her heels. "Just a few more minutes..."

Bon-Bon grabbed her and dragged her out without another word as Lyra called back, "Remember my name, Alex!" Then they were gone.

Once Twilight had shut the door, she said, "I do believe that's enough excitement for one night. Alex, you'll go with Applejack for the time being. Once I hear from Princess Celestia, we'll have a more permanent solution for you. It's the best we can do for now."

Alex nodded and stood. "Thanks. I'll try not to be too much trouble."

But despite their outward protestations, every mare couldn't help but glance briefly at his crotch as he stood and wonder to herself what he was packing.

Heat season wasn't that far away.

For SCIENCE!

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A few weeks had gone by, and Twilight decided to make her way over to Sweet Apple Acres. She was still pondering the response she'd received from Princess Celestia the day after Alex had arrived, and it had been an eye-opener at best:

My Faithful Student,
Know that this is not the first time these beings have appeared on our world. Many times in the past, they have shown up, sometimes with disastrous results, especially if they come in groups. Individually, they are usually benign and cause no trouble.
My advice is to get to know this "Alex" as well as you can for the time being. Once our scientists figure which Earth he originated from (for there are many!) we may be able to send him back. This will not be an easy process. As for his rather...sensual...ability, I also advise you to learn all you can about it. As long as it and he are controlled, there should be no harm done.
Sincerely Yours,
Princess Celestia
P.S. Don't be afraid to do some "experiments" of your own. (wink!)

So, armed with this knowledge, she'd finally sought out the Human. She didn't have to look far. It was the middle of the Fall Harvest, and all the Apples were out in the fields. She followed the sounds of trees being bucked until she found Applejack, Big Mac, Apple Bloom, and Alex all among the trees. She stopped to watch him.

Even though it was early Fall, it was warm enough that he had taken off his shirt, and his muscles rippled as he went from tree to tree. He didn't kick the trees like the ponies did, but grasped them in both hands and gave each a violent shake, causing almost all the apples to fall. It was not quite as efficient as bucking, but to her eyes, it looked like he still got the job done. Any apples left he simply climbed the tree like the ape he resembled and picked them. Then, he would stack two baskets on top of another two, pick up all four with little effort, and take them over to the wagon for hauling back to the barn. Not even Big Mac could do that, as far as she knew!

As she watched, she heard Applejack call out, "Alright, that's enough fer now! Let's take a break!" Then she noticed Twilight and came over. "Hey, Twilight! What brings you out here today?"

Twilight was having a hard time taking her eyes off the human, who had sat down under a tree next to Big Mac and Apple Bloom and had poured some water over his head after taking a sip. The water made his muscles glisten in the dappled sunlight, and Twilight found herself short of breath.

"Twilight? Equestria to Twilight, you there, gal?" Applejack waved a hoof in front of her face.

Twilight jumped slightly and said, "Oh! Applejack! What did you say?"

Applejack looked at where she was staring and smirked. "You're like the third mare this week that's come around to stare at the human."

"I wasn't staring!"

Applejack sighed. "Sure, you weren't. What else brings you around?"

Twilight drew herself up proudly. "If you must know, there are several questions I have for him, questions best answered back in my laboratory. Strictly for science, of course!"

Applejack briefly pondered. Then she said, "Wahl, Ah guess Ah can free him up fer a few hours. Celestia knows he's taken a huge whoppin' outta the work, and we need him." She raised her voice. "Hey, Alex!"

Alex sat up. "Yes, Miss Applejack?"

"Git yer lazy plot over here! Twilight wants to talk to ya!"

Alex gathered up his shirt, gave a hoofbump to Big Mac and Apple Bloom, then came over. Before he made it to them, Twilight urgently whispered, "Doesn't he have an effect on them?"

"Nah," Applejack whispered back. "We found that out the first day. Nuthin' weird happens when he touches either of 'em."

"Fascinating..." whispered Twilight as he strode up to the mares.

"How can I help, Princess?" asked Alex as he shrugged back into his shirt. The wind shifted and blew his musk right across both mares' noses, making the hairs on the backs of their necks stand up. Twilight cleared her throat with some difficulty.

"I...I have some questions for you, and I'd like to do some non-invasive experiments to find out more about you if you'd be willing."

"As long as no probes are involved, no problem," he smiled.

She smiled back at him. "No probes, I promise."

"Then let's go. Lead the way, Your Highness!"

Applejack called after them, "Have him back afore suppertime, Twilight!"

Twilight waved distractedly as she led the human away. They walked side by side, and she quietly observed him as they went. He was very tall, with a dark brown mane that only covered his head. She'd also noticed tufts of it on his chest and arms when he'd had his shirt off, and a naughty part of her wondered what it would be like to nuzzle it. Then she quickly clamped such indecent thoughts down. She is a scientist! There was no room in her schedule for lewdness, despite whatever her mentor might have been hinting at!

She was startled out of her internal monologue by the human asking her a question. "I'm sorry, what did you say?"

"I said, could you do me a favor?" He looked down at her as they walked.

"Certainly. What is it?"

"Could you...pick something up with your horn? I never get tired of seeing you unicorns do that!"

She smiled. "Technically, I'm an alicorn, but no problem." She looked around for a rock or a branch, then she got a wicked idea. "Stop," she told him. He did and waited. She concentrated, then fired up her horn, enveloping him in her magic. Just as she was about to lift him, it fizzled out! Startled, she tried again, pouring more magic into the effort. Again, the same as before. Panting, she stopped. "That's...strange. My magic doesn't appear to work on you. Something about you is canceling it out..."

He looked down at himself. "Is that unusual?"

Twilight's brow was deeply furrowed. Almost to herself, she said, "Yes...very..." Then her face brightened with an idea and she said, "Follow me." She turned and marched off, leaving Alex to catch up with her. They soon found themselves at Carousel Boutique. Twilight opened the door and was greeted by Rarity.

"Welcome to Carousel Boutique, where everything is chic, magnifique, and...oh, Twilight! What a pleasant surprise! What brings you..." Rarity's voice trailed off as the human followed her inside. "Twilight. What's he doing here?"

"I need to talk to you in private about him, Rarity. It's important."

"Certainly." She cast a wary eye at Alex. "Don't touch anything while we're gone, human!" There were several other customers, mostly mares, in the Boutique as well, and Rarity addressed them before she went with Twilight to the back room, "Please, continue shopping! If you see anything you like, don't hesitate to let me know, and don't worry about the alien. He's harmless!"

Alex found a corner and stood in it, trying to look inconspicuous. Despite Rarity's reassurances, however, two of the mares dropped their purchases and made an immediate beeline for the door, never looking back. The remaining customers whispered to each other, casting doubtful glances his way. After a time, one mare, with her friend behind her, approached him. Alex looked down. All the female ponies' heads only came to about waist-high on him (perfect blowjob height, a tiny, dirty voice inside him said), while the males were slightly higher. "Umm...can I help you?" he asked her.

"I just wanted to see you up close," she said. "I've never seen an alien before." She swallowed before adding, "My friends think you...eat...ponies. Is that true?"

He tried what he hoped was a reassuring smile. "No, it's not true. I would never hurt any of you. You're too cute."

The mare turned bright red and absently twirled a strand of her mane around one hoof. "You think we're...cute?"

Alex nodded and repeated himself, "And I would never hurt any of you."

She awkwardly disentangled her hoof from her mane and turned to her friend. "See, I told you, May!" Her friend looked unconvinced.

"That's just what a predator would say! C'mon, Cherri! We have to get away from him!"

Cherri made to follow her friend, but before she did, she leaned in close to Alex and took a huge whiff of his male sweat. "You smell nice..."

"Come on, Cherri!!" May yelled.

Cherri jumped and followed her friend, but not without a backward glance at the human as she left.

Meanwhile, Rarity had noticed her customers leaving and was beginning to get a bit anxious. "Can we hurry this up, Twilight? I hate to be rude, but it seems the human is having a negative effect on my shop."

Twilight frowned. "I'm sorry, Rarity, but this really is important. I need you to try and use your magic on him."

Rarity's eyebrow's shot up. "Whatever for?!"

"Because when I tried to earlier, my magic had no effect on him. I need to find out if it's just me, or if it's all Equestrian magic."

Rarity looked skeptical. "Your magic greatly outmatches mine, Twilight. If yours had no effect on him, I highly doubt mine will."

"All the same, if you don't mind."

Rarity sighed. "Very well. Shall I try it now?"

Twilight shook her head. "No, meet me in my lab as soon as you're able. I'd like to do this under controlled conditions, where I can record the data."

Rarity turned and cast a baleful eye at the human, who was still in the corner, looking at her nearest dresses. At least he's keeping his hands to himself, she thought to herself. "Alright. Give me about an hour to close up, and I'll be there."

Twilight smiled. "Thank you! I'll see you soon. Alex! We're going!" She left the shop followed by the human and a huge sigh of relief from all the ponies still left in the boutique. As they walked, for his part, Alex was in a state of constant semi-arousal. All the naked female butts around him...it was like being at a beach in Europe. Everywhere he looked, he saw one perfect ass after another, so he soon learned to keep his gaze downward, if he didn't want to be sporting huge wood by the time they reached their destination.

As they made their way back to the Library with few incidents ( which mostly involved some mares cringing and running away in panic, others staring boldly at the human ) they were stopped by Rainbow Dash flying down to meet them. "Hey, guys! What's up?"

"Hello, Rainbow. We're on our way to my lab for some experiments," said Twilight. Rainbow startled when she heard this, and a wicked grin grew on her face when she looked at Alex.

"Sounds great! I'll join you two as soon as I can!" Before Twilight could stop her, she flew off. She flew straight to the local mechanic's shop and touched down. Barging in, she yelled, "Ratchet! I need you to make me a device, pronto!" The pegasus mechanic lifted the welder's helmet she was wearing and gave the excited Dash a skeptical look.

"What'd you have in mind?"

Quickly, Dash told her what she wanted. Ratchet shrugged. "That shouldn't be too hard. When do you need it?"

"Right now, if you can do it!"

Ratchet looked around her shop. "Give me a minute..." After rummaging for a few minutes, she found all the parts she needed. "Be about an hour," she said and got to work.

At the Library, Twilight called for Spike as soon as she and Alex arrived. "Spike! Spike! I need you!" The little dragon came running.

"Yes, Twilight? What is it?" He'd been doing the dishes, and still had on his apron and gloves.

"Alex and I will be down in the Lab for a few hours. Rainbow Dash and Rarity should be joining us shortly, as well. Don't come down, no matter what you hear, understand?"

Spike's eyebrows shot up. "But what if you need me?"

Twilight went up to him and nuzzled him gently. "You're my number one assistant. But the nature of my experiments will be very private, and I can't afford any distractions."

Spike smiled and gave a snappy salute. "You can count on me, Twilight!" He took off his apron and gloves, and set himself to watch by the front door. He gave a wave to the human as he passed him, who returned it. Alex had been watching this exchange with growing interest; it seems the pony and the dragon had a personal relationship, one he found himself envying.

The closest one he had to a friend so far was Big Mac, but even that was more of a business relationship. As he followed the purple pony down the stairs to the basement lab, he wondered if he'd ever been seen as more than an oddity.

When he reached the last step, he stopped and gasped. The laboratory was much bigger than he thought it would be, with gadgets and instruments he hadn't thought the ponies' technology was suited for. Twilight put on a lab coat, magicked up a pad and a pencil, and turned to him. "Please, have a seat on the table." She gestured to an oblong lab table set up near the back. Not without some wariness, he approached it and sat down. When Twilight tried to levitate electronic leads to attach him to several machines, her magic had the same effect as before, so she ended up having to attach them manually. This brought her in extremely close contact with the human, something she was not quite prepared for. By the time she'd gotten all the leads attached to him (his arms, his chest, and his head) she was feeling quite flustered and had to sit down for a moment. Alex noticed her condition.

"Are you alright?"

She nodded her head. "Yes, yes...just give me a moment," she said as she sat next to him with her gaze to the floor. In an effort to comfort her, and without thinking of the consequences, Alex reached out and stroked her mane, lightly touching her horn in the process. The contact to herself was immediate. A shock went through her body and she moaned. Alex drew his hand back as if burned.

"Sorry, I forgot!"

Twilight sat panting with her eyes closed, then whispered, "Do it again..."

"W...What?"

She opened her eyes and looked up at him. "Touch me again." Slowly, hesitantly, he reached for her horn. He stopped for a moment, swallowed, then grasped it, her eyes boring into his the entire time. "Sweet CELESTIA!" she screamed as the orgasm hit her more powerfully than before! She convulsed and spasmed while holding onto his arm, and when she could take no more she screamed, "Enough!" and he let her go.

The sight of the round-bottomed pony cumming to such a degree was not without its effect on the human. Alex was ramrod stiff but said nothing about it as he knelt on one knee next to the prone Twilight. As he gazed down on her with concern, she whispered, "Help me out of this coat."

He wasn't sure he'd heard her right, so he said, "What did you say?"

Instead of answering, she began to take off her lab coat. He saw what she was doing and reached to help. He was still on his knees helping her when she suddenly leaned forward and buried her face in his crotch, taking a deep sniff. "So male..." she whispered. If he wasn't stiff before, he certainly was now! She got to her hooves and stared at him like a predatory animal. "Take off your pants..."

"E...excuse me...?"

She walked past him to the steps of the laboratory, fired up her horn, and he heard a >click< as the door was locked. She turned back to him, growling. Alex had gotten to his feet, but that's all he had done. He was too much in shock to see the normally prim and proper Princess turned into...he didn't know what.

But she was done with waiting.

As he watched her, she walked slowly up to him and again buried her face in his crotch, nuzzling and licking him through the fabric. She traced the line of his cock with her tongue up and down, and back again, still growling. That did it!

He reached down and undid his fly, then grasped his waistband and slid down his pants, underwear and all, to his knees. His ten inches popped up and were throbbing before her, and she gasped when she saw it. Having had little direct experience with males (but having read extensively) she wasn't sure how to proceed, but she gave it her all. She slowly opened her mouth and stuck out her tongue, beginning at his balls, and gave them a lick. Instantly, her mouth was flooded with his pheromones, which only made her crave for more! Alex sighed and closed his eyes. He hadn't had this kind of female attention in months, ever since his last girlfriend, and even she hadn't been this eager. The pony's tongue covered every inch of his cock, getting it sopping wet and making it throb even harder. A drop of precum appeared at the head, and Twilight eagerly lapped it up. She then stood on her hind legs and braced her forehooves against his hips, then opened her mouth wide and engulfed him slowly to the base, sucking hard as she bobbed her head up...and down...up...and down.

Then she began to pick up the pace, going faster. He buried his hands in her silky mane and guided her as his moans mingled with hers. She continued to bob and suck, her eyes trained on his to watch his reaction. She smiled around his cock when she saw the pleasure on his face, pleasure she was giving him! The books were right! His hips started to buck and his balls drew up, signalling his end. "Twilight! I'm...cummming...!" The machines to which he was connected started to go haywire, buzzing and sparking, but Twilight was past caring. With one more thrust and a great cry, he pitched forward and shot his first load down her throat. She wrapped her hooves around his waist and held on for dear life. He bucked wildly with each burst, sending load after creamy load into her mouth and down her throat as she frantically swallowed each and every drop.

He sighed and leaned backwards onto the table, supporting himself on his hands, while Twilight continued to suck and lovingly lick him, making sure she got every last bit of cum. At last, she let him fall out of her mouth and said, "That...was...wonderful!" She looked over at her machines, and smiled. "It's going to take me months to process all the data." She got down on her hooves as he pulled up his pants. She smiled up at him. "I think I'm going to need you as a 'test subject' again soon..."

He smiled back at her. "Count on it!"

As Rainbow and Rarity finally made their way to the Library, a yellow pegasus, perched high on a cloud overhead, had watched Alex when he'd gone into the Library, and had watched him when he was at Sweet Apple Acres.

She watched, and bided her time...

Generosity!

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The first thing Twilight did was to unlock the door to the lab. She felt a great affection towards the human, something she hadn't felt before their little..." experiment." Even so, she considered it best to keep their newfound relationship a secret, something she thought she should express to Alex. She cleared her throat and faced him.

"Alex, I feel very close to you now. What we did...it's not something I do very often. Being a Princess, I have to choose my partners very carefully and discretely, so I hope you understand if I ask you to keep this between us?"

Alex smirked. "So, you don't want everyone to know how good you suck cock?"

"Alex!" she blushed. "That's just what I'm talking about! Boundaries!" Even so, she dropped her gaze and smiled at the compliment. She'd never thought of herself as being very attractive to males; that thought was reserved to divas like Rarity, or even Fluttershy. His cum was a warm weight she could still feel in her stomach, and the thought that it was she that had accomplished this, despite being known as a 'bookworm' to her friends, only made her blush harder.

He smiled down at the blushing pony and said, "Don't worry, Princess. Your secret is safe with me."

She looked up at him and whispered, "Call me Twilight..."

Alex knelt on one knee and stroked her mane. "Alright...Twilight..." He began to lean down for a kiss, which she closed her eyes and started to meet when suddenly there was a noise from the top to the stairs.

"Hey, Twilight! You down there?" It was Rainbow Dash.

The two broke hastily apart and Twilight stammered, "Y...Yes, Rainbow! Come on down!"

Dash came down the stairs followed by a visibly annoyed Rarity, who clearly did not want to be there. Fortunately for both Twilight and Alex the smell of sex was covered by the smell of the machines overheating, so the other two ponies were none the wiser. Still, Rarity did pause for a moment, taking a steady breath when she got close to Twilight, but then she smiled and shook her head. It must be her imagination!

"Well, I'm here, Twilight. Shall we get this over with?"

Just as Twilight was about to answer, Rainbow interrupted and said, "Wait, Twilight! I brought that device you asked me for!" Never taking her eyes off the human, she produced from under her wing the prop she'd had Ratchet make for her: a twelve-inch metal rod, with wires protruding from the end. Rainbow smirked as she flipped a switch on the side, and it began pulsating and pistoning in and out. Bzzzz! PHUT-phut! Bzzzz! PHUT-phut! Alex's pupils shrank to pinpricks as he backed into a corner.

"Gahhhh! What is that?! It's a PROBE!!" He placed both hands over his butt and put as much distance as he could from them.

"Rainbow! How could you?!" yelled Twilight. But Rainbow was on the floor, holding her stomach and howling with laughter. Twilight turned to Alex and tried to apologize. "Alex, I assure you, I had nothing to do with this!"

He stared at her, then at the still hysterical pegasus, then he smiled as he walked forward. "I get it. Very funny, Rainbow."

A full minute passed before Dash was able to catch her breath. "Oh, oh man! You should have seen your face!" She got back to her hooves and wiped her eyes, still chuckling. She then picked up the device and switched it off, but not without one more amused glance up at the human. Alex looked down at her, deadpan.

"Of course you realize, this means war."

Rainbow's cocky grin never left her face. "Oh yeah? Well, I'm the Prank Queen of Ponyville, buddy! Hit me with your best shot!"

Alex slowly brought his hands together and cracked his knuckles. "You'll never see me coming..."

Before Rainbow could retort further Rarity said, "Please! Can we finish with this business?! I assure you all I have better things to do!"

"Yes, yes, of course!" Twilight hastily said. She levitated some electronic leads over to the impatient unicorn and attached them to her horn, then connected them to one of her undamaged machines. She then reconnected Alex to the same machine, got her pad and pencil, then said, "Alright, Rarity. Try to move him with your magic."

Rarity's heart began beating rapidly as she looked up at the human, who returned her gaze. She swallowed, closed her eyes, then concentrated her magic and tried to move one of his hands. A connection was made between them, and a warmth spread throughout her body. Rarity gasped, then started breathing heavily. Then she took a small step forward.

"Rarity? Are you okay?" asked Twilight.

In a daze, she whispered, "Must...have...more..." She closed the distance and placed one hoof on his hand. The warmth became a fire, and she moaned, "Stop...me...Twilight! I can't...help...myself..."

Twilight quickly fired up her magic and picked her up and away from Alex, breaking the connection. Rarity tore the electronic lead off her horn and threw it down. She grit her teeth as she glared first at Twilight, then at the human.

"Keep. Him. AWAY FROM ME!" she shouted, then turned and ran up the stairs and out.

"Rarity! I'm sorry!" Twilight cried, but it was too late. She was gone.

"What kind of freak are you?" asked Rainbow.

"It's not his fault, Rainbow! He can't help his effect on ponies!" said Twilight. Rainbow considered, then gave them both a smug look.

"Weak ponies, maybe. That stuff would never work on me!"

Before anyone else could reply Spike came running down the stairs, smoke smoldering from his nostrils. "Rarity just ran past me crying! Who upset her?!" He pointed a shaking claw at Alex. "Was it him?!"

"Please calm down, Spike!" said Twilight. "It wasn't his fault, it was an experiment gone wrong. If anypony is to blame, it's me."

Spike still didn't look entirely convinced, but the tension left his shoulders as he said, "Alright, Twilight. I should probably go talk to her." Twilight shook her head.

"No, Spike...I say we give her some time...she'll come around."

"I hope you're right," he sighed.

Twilight gave him a hug, then she rounded on Rainbow. "Now then, what was that you were saying about "weak" ponies?"

Rainbow shrugged. "No offense, Twilight, but you and Rarity aren't athletes. You haven't disciplined your bodies to take punishment like I have. Again, no offense."

Twilight stood back and raised an eyebrow. "Well, there's only one way to find out." She turned to the human. "Alex?"

Alex smiled deviously, held out his arms, and flexed his fingers as he slowly closed the distance between him and Rainbow. "This is gonna be sweet..." he whispered.

Rainbow bit her bottom lip as she watched him approach, her eyes the size of dinner plates, and she had just enough time to think, "Oh CRAP!" before he grabbed her...

Rarity didn't stop running until she'd made it to her home. Once there, she locked the door behind her, ran up to her bedroom, locked that door, then threw herself down on her bed, crying all the while. She eventually cried herself to sleep. When she awoke, it was full night. She first went to her vanity table to access the damage to her makeup. It was horrendous. She then dragged herself into her bathroom and drew a hot bath, then eased herself into it. The water was calming, as she'd hoped it would be.

But not calming enough.

She couldn't get that wretched creature out of her mind! What could she do? Every time she closed her eyes, all she could see were his...hands. No!! She considered him vulgar! And she considered herself a lady, and though she'd certainly had her fair share of paramours, they'd always been picked by her, and they'd always been normal, handsome stallions! Not alien FREAKS! But she couldn't deny, no matter how hard she tried, how it would feel if he...touched her with those hands... Damn him! DAMN HIM! How could he DO this to me?! She started beating the water and screaming.

After a time, she regained control of herself and tried to make sense of her situation. Twilight had mentioned the effect he had on ponies was involuntary, so...it really wasn't his fault? Besides his horrible table manners, she really didn't know much about him, having spent as little time as possible around him. She did know he was lost, and he wasn't here through any fault of his own if his story was to be believed.

Then, not without hesitation, she considered her own behavior towards him. She'd been downright rude, something she never was, even towards the most difficult customer, and she didn't know why. There was something about him that just irked her. And that simply wasn't her nature. She'd had minotaurs and gryphons and donkeys and other denizens of Equestria grace her shop, and none of them had ever aroused the same feelings she had towards...what was his name? Alex, that was it.

The water had gone cold, so she got herself out of the tub and dried herself off, filled with a new resolution. Maybe they'd never be friends, but at the very least she could be nice to him from now on. And she'd start by making him some new outfits. It hadn't escaped her that every time she'd seen him, he'd been wearing the same clothes. She supposed they must get absolutely filthy after so long if he had nothing else to wear. That settled it! Tomorrow, she'd find him, apologize, and offer to make him some clothes.

It was as if a weight had been suddenly lifted off her chest, and her sleep that night was peaceful.

As it turned out, she wasn't able to talk to him the next day, nor the one after that. She simply couldn't summon the nerve to face him. So, she did the only other thing she could think of: talk to somepony who knew about his kind. Her hooves led her straight to Bon-Bon's Confectionery Shoppe, where she knew she would find Lyra. The little bell over the door tinkled as she entered, and the smell of caramels, nougats, peppermints, and chocolates filled the air. Bon-Bon looked up from the register.

"Why, Rarity! I never see you in here! What brings you by?"

Rarity looked down at her hooves and blushed slightly as she said, "I need to speak to Lyra. It...it's important."

Immediately, Bon-Bon's demeanor changed. "This is about that...that...human, isn't it?"

Rarity couldn't look at her, so she just nodded. "I...I know it's a source of tension between you two, but I need answers." She forced her eyes up to meet hers. "He did something to me the last time I was with him, and I need to know what to do about it."

Bon-Bon's brow furrowed, and she answered with concern, "What did he do?"

Rarity struggled to find the words. At last, she said, "Twilight says it's involuntary on his part, but when ponies get too close to him, or if he...touches them...we get...aroused..." She said this last word so low Bon-Bon almost couldn't hear it.

The Earth pony watched her quietly for a time, then said, "Just a moment." She went to the front of the shop and flipped the sign from 'open' to 'closed,' locked the door, and said, "Follow me." She led her to the back of the shop, through the workplace kitchen, then up the stairs to the apartment she shared with Lyra.

Lyra was out on the balcony overlooking the street, softly playing her harp when she heard the two approach. She smiled and set down her instrument. "Hello, Rarity! You almost never come to visit. What's the occasion?"

Before Rarity could answer, Bon-Bon reluctantly said, "She needs to talk to you about the human."

Lyra's ears folded back. "I...thought you didn't want me doing that anymore, at least while he's here."

Now it was Bon-Bon's turn to look embarrassed. "It was wrong of me to impose that on you, Lyra. I love you, and if this is your passion, you should pursue it. Besides, Rarity needs your help. Please, do what you can." She then turned and left them alone.

Lyra watched her go, then sighed and addressed Rarity. "So, how can I help?"

Rarity looked at her with a pained expression. "Please tell me all you can about humans. I can't get this one out of my mind."

Lyra nodded and said, "That can happen sometimes. Come with me." She led her out of the room and into another, where she flipped on the single bulb hanging from the ceiling, revealing charts and diagrams lining the walls. There were books and papers scattered all about as well. Lyra went up to one of the charts that showed an anatomically correct drawing of a human, with emphasis on the hands. She turned to Rarity.

"Now, this is important: does he have four, five, or six digits?"

Rarity drew a blank. "I...I didn't notice. I was too busy trying to get away from him." Her brow furrowed. "What's the difference?"

Lyra turned to her chart and caressed it. "In theory, the four-digit humans are more susceptible to Equestrian magic and pose less of a threat. The six-digit ones tend to be more hostile, and therefore less easy to control. The five-digit humans are a complete anomaly, and have different manifestations of magic every time they show up." She sighed. "But they're all beautiful, aren't they?"

Rarity said nothing. It was beginning to be clear to her she'd come to the wrong pony, for this one was too enamored of the human to see her situation as a problem. But then Lyra surprised her by asking, "You're here about his 'erotic touch,' aren't you?"

Rarity gasped and looked sharply up at her. "How did you know?!"

Lyra smiled and looked back at her chart. "This isn't the first time I've heard of this happening." She turned her too-knowing gaze back on the white unicorn. "And you have the look of somepony that has experienced it." Lyra's eyes softened with her next question. "Does he force himself on anypony?"

Rarity shook her head. "No, he doesn't so far as I know. He just works with Applejack and her family all day. He hardly ever comes into town."

Lyra smiled warmly. "Then he's one of the good ones. Imagine if a stallion like, oh, I don't know, Caramel, had the power to make mares aroused with a mere touch?"

Rarity shuddered at the thought. Caramel was well known among the mares of Ponyville, who quite clearly considered himself to be Celestia's gift to the female population. If he could do what the human could do, he'd have a mind-controlled harem by day's end. That made her feel much better about Alex.

"I guess he is exhibiting self-control and respect. That's good to know! Thank you, Lyra. You've been a great help!"

Alex stopped and wiped his brow. They almost had this entire section of the orchard done, and they'd been working for hours. Just a few more trees and they could call it a day! He was looking forward to tonight's dinner, for the Apples set a mighty fine table, even if there wasn't any meat. What there was to eat, there was plenty, so he had no complaints in that regard. Now if he could just get the mares to quit staring at him like he was some kind of freak. Applejack was good for chasing off the more persistent ones, but they kept coming around. He looked up. There was another one, talking to Applejack.

Then he did a double-take. He recognized this one. It was that white unicorn that had run off crying a few days ago. What did she want? Hopefully, it had nothing to do with him, so he turned his back and went back to work. He'd been at it for several minutes when he heard someone softly call his name. He looked over his shoulder. Sure enough, it was that same unicorn that had been avoiding him ever since he'd gotten here. He searched his memory for her name, but he couldn't recall. He set the basket of apples he was carrying down and turned to face her.

"Yes?" He remained at his full height, giving her no indication he wanted this to be a long conversation. She seemed to be struggling with herself and looked anywhere but him. After almost a minute, he snorted, said, "I don't have time for this," and went to pick up his basket.

"Wait!" she yelled. He turned back around. She looked him full in the face and said, "I'm sorry!"

Alex frowned at her. "Sorry for what, exactly?"

Rarity bowed her head. "Sorry for the way I've been treating you. Sorry for yelling and screaming. Sorry for blaming you for something over which you have no control." She looked back up at him, and there were tears in her eyes. "Please forgive me."

Alex looked down at her, took a deep breath, and said, "No."

Rarity's eyes grew wide. "Wha...what?"

"No."

"But...but...you can't...I mean...you...'NO'?!" she spluttered.

Alex smirked. "You heard me. Now if you'll excuse me, I need to get back to work." Rarity stared at him in shock as he picked up his basket and began to walk away. She felt such a mixture of emotions she couldn't sort them all out. Just as he was about to leave, he turned, smiled, and said, "Just kidding."

Rarity's eyes grew even wider, then she exploded, launching herself at him and striking him with her hooves everywhere she could reach! Every time she made contact, warmth flooded through her, but she was too angry to succumb to it. "Why you brutish, unsavory, lout!" It didn't help that the human was laughing the entire time, fending off her feeble attacks with ease as he'd dropped the basket down the moment of her first lunge. He grabbed both her forehooves and pinned her to the ground on her back, then immobilized her back hooves with one of his legs, but she still had some fight in her. "Let me go or I'll bite you! I mean it!"

Alex was still laughing, but managed to say, "I'll let you go as soon as you calm down!"

The warmth of his contact with her hooves was starting to get through to her, but she fought it off. She turned her head and tried to bite one of his wrists, but he moved it out of the way, so she tried to bite the other. "I'll grab your horn!" he warned. She lay stock still and stared up at him with a shocked expression.

"You. Wouldn't. DARE!"

He smiled down at her as he looked her straight in the eyes. "Try me."

He wasn't bluffing! "Alright, alright, I surrender! Now, let me go!" She relaxed her body as best she could to show she was serious. After a few moments, he slowly released her and sat back, putting both hands up palms out to show he was backing off. She immediately got to her hooves and tossed her head, nose in the air, and turned her back on him. He smiled as he watched her. That ass was even better up close!

"What was your name again?"

She gasped and deigned to look over her shoulder at him. "You don't even know my name?!"

He shrugged. "Sorry, I must have forgotten."

"It's Rarity!"

"Well, Rarity, that is a pretty name. It suits you." She turned back around and looked into his eyes, trying to read him.

"You're still having fun with me, aren't you?" she said, scowling.

He put up his hands again. "No, I promise. I really do like your name."

She turned her head and went "Hmmph!" Alex shrugged again and got to his feet.

"Well, if that's all, I need to get back to work." He bent down and began picking up the apples he'd spilled during their little spat. Rarity watched him, then sighed.

"Let me help," she said as she used her magic to pick up all the apples at once and set them in the basket.

He picked it up and smiled down at her. "Thanks. That's a great help." He started to walk away again when she stopped him once more.

"Come to my shop tomorrow night. I want to make you some new clothes."

He looked at her. "You'd do that for me? Why?"

She drew herself up proudly. "Because it's my nature to be generous. Besides, I've already cleared it with Applejack."

He smiled. "It's a date, then."

She looked at him in shock. "No, it isn't! I'm just going to give you dinner, then make you some clothes! Strictly professional!"

Alex inclined his head. "Whatever you say. Eight o'clock tomorrow?"

She smiled. "That would be lovely."

Rarity was as nervous as a schoolfilly the entire time. She rushed about the kitchen, putting the finishing touches on the massive meal she'd prepared. Applejack had warned her the human loved to eat, so she hoped she'd made enough. She looked at the clock. She had ten minutes, so that was enough time to check her makeup and her mane. She didn't want him to think it was anything other than what it was: a professional favor, but still, she always tried to look her best.

She was still in front of her vanity when there was a knock on the door. She jumped up and ran down to it, took a moment to compose herself, then opened it with a flourish. "Come in! Come in, welcome!"

Alex stooped his head and entered, holding a bouquet of flowers. She smiled when she saw them. "You didn't have to do that. I told you, this isn't a date."

He smiled. "I know. I just thought it would be nice." She took the flowers in her hooves and gave them a huge sniff.

"Thank you, they're lovely." She turned and made for the stairs. "The living area and kitchen are upstairs. If you'll follow me?" He was a few steps behind her, and couldn't help but note the roundness of her rump as he walked. Once upstairs, she gestured to the couch. "Won't you sit down while I put these in water?"

He nodded. "Sure." Then he inhaled. "Hey, what smells so good?"

She smiled. "That would be dinner. It's almost ready, just give me a few more minutes." She left to find a vase while he sprawled himself on the couch. It of course being pony-sized, his knees were a bit higher than he liked, but after so many weeks of being in Equestria, he'd gotten used to it. He looked around. It was easy to tell a mare lived here. Everywhere he looked, he saw little feminine touches like doilies and laces. On the walls were portraits, and so he got up to look at them.

One was a portrait of an older couple. The stallion had a bushy mustache and was wearing what looked like a Hawaiian shirt, while the mare had her mane in a beehive. Both were smiling as they posed in front of some building. Another picture was of a filly, a unicorn like Rarity. Alex called out, "Is this your family?"

Rarity stuck her head around the corner and said, "Oh yes! That's my Mom Cookie and my Dad Hondo, and that's my little sister Sweetie Belle."

"They're nice." But his words belied his actual feelings at the time, for looking at the pictures made a wave of homesickness rush up inside him. He wondered what his parents and little brother were doing right now?

He was startled out of his thoughts by Rarity calling, "Dinner's ready!"

He made his way into the dining room and stopped. She'd really outdone herself! There was a veritable mountain of food in front of him, and she was still bringing in more! He sat down where she'd indicated and picked up his knife and fork. Once she sat herself across from him, he dug in with gusto. Rarity ate a bit more daintily, taking the time to cut up each piece and chew carefully, wiping her mouth after every bite. Though she abhorred his manners, it was quite the compliment to see a male enjoy her food.

She cleared her throat and tried to make light dinner conversation. "So, how are you--" but she got no further as he held up his hand to stop her, then continued to shovel it in. She sighed and took another sip of her wine.

After ten minutes steady going he finally came up for air and said, "Oh MAN that was good! I'm stuffed." Through the fog of his brain, he remembered she'd tried to ask him something earlier. "What were you saying before?"

"I was wondering, how are you liking living with the Apples?"

He had the grace to cover his mouth over a belch, then said, "It's fine. They were going to have me sleep in the barn for a few nights, but once they discovered I don't have any effect on fillies they let me stay in the guest bedroom."

Rarity raised her eyebrows. "Is that right? Fillies aren't affected?"

Alex shook his head. "Males neither. I accidentally grabbed Big Mac once when we were hauling apples, and nothing happened."

Rarity looked thoughtful, and said almost to herself, "So it only works on adult females..."

Alex nodded. "And I mean all females. Your friend Rainbow was no exception."

She looked at him sharply. "What do you mean?"

He smiled and said, "She basically dared me to have an effect on her if I touched her. Said something about 'only weak ponies were affected by me.' Said since you and Twilight weren't athletes, you were weaker in body."

Rarity leaned forward. "Did she? And then what happened?"

Alex chuckled. "Let's just say we found out Rainbow is both a screamer and a squirter."

Rarity laughed until the tears were streaming down her face, threatening to mar her makeup.

Alex smirked. "Funny, huh?"

Rarity slowly regained control of herself. "Oh, yes! I'm not letting her live that down for a while!" She patted her chest. "Ah, me!" He chuckled along with her, glad to see her laugh. After a moment she looked at his plate and said, "Are you finished?"

He leaned back and patted his stomach. "I couldn't eat another bite if you put a gun to my head!"

She raised her eyebrows. "A...what? Never mind, I'm sure it's an Earth thing. Shall we repair to my studio?"

He got up and followed her to the room she'd indicated. There, he saw swatches of fabrics, a sewing machine, a desk where he guessed she made sketches, and several mannequins. "Please stand there," she said, pointing to a spot in the middle of the room. She rummaged around in a drawer and came up with a pad and pencil, as well as a measuring tape. She put on a pair of red spectacles and walked up to him, then walked all around him, taking notes. When she tried to use her magic to measure him with the tape, it fizzled out.

"Oh, poo! I'm going to have to do this the Earth pony way." She walked up to him again. "You're too tall. Have a seat on the floor, if you would." He did so, sitting cross-legged. She stood on her hind legs behind him and tried to measure, but she couldn't get an accurate enough reading with the long-sleeve shirt he was wearing. "I'm going to need you to take that off."

He hesitated. "You sure?"

She nodded. "I need to get the best measurements. Please."

He shrugged. "Alright." He took off his shirt, exposing his muscles and bare chest. She walked up behind him again and began to take his measurements. Rarity's breath caught in her throat when she made contact with him, but she grit her teeth and fought through.

In an effort to take her mind off the sensations she was feeling she said, "I hope you're not offended, but I was expecting your clothes to be dirty. Filthy, even. What happened?"

He looked over his shoulder. "That's easy. Applejack has me strip and she washes my clothes every two days."

Rarity surprised herself by feeling a wave of jealousy. "So, Applejack gets to see you naked?"

He shook his head. "Nah. I get naked in my room and pass out my clothes, then stay in there until they're done."

"I see..." She continued to get his measurements, fighting down the exposure to contact with him.

She was doing okay until it came time to measure him from the front. "Stretch your arms out, please," she asked. She placed the tape from wrist to forearm, as far as she could reach, then from the forearm to underarm. When she got to his chest, she had to press up against him in an effort to connect the tape, and their cheeks brushed up against each other. She could feel his heartbeat against hers, two rhythms pounding close to one another, and for a moment she was lost. The warmth inside her was slowly heating into a furnace, and she didn't know how much more she could take.

She cleared her throat and placed both hooves on either side of his neck, so they were looking each other in the eyes. "I...need to measure your neck," she whispered. Her lips were close to his.

"Alright..."

She leaned forward again, wrapping the tape around him. Her warm breath wafted over him, and it took every ounce of willpower she possessed not to gently nibble on his ear or plant a sweet kiss where it was most needed. She didn't get the measurement.

Now came the part she was dreading. She needed to measure his waist and his legs, and she couldn't do that with the baggy jeans he was wearing. "I...I need you to stand?" He did so, then waited. She swallowed, then whispered, "Now, please take off those jeans..." He watched her for a moment, then stepped out his sneakers one by one, then undid his fly. Her eyes were glued to him the entire time. He put his thumbs in his waistband and pulled, dropping his jeans down to his ankles, then stepping out of them, leaving only his tidy whiteys between his manhood and the blushing mare.

She could see his bulge straining through the thin fabric, and she felt herself go wet. She was having a hard time keeping her tail down as well, and she felt herself wink. But she had a job to do.

Starting with his ankles, she wrapped the tape around them and wrote down the readings. She then measured from instep to knee, taking as much time as she could. Then from knee to outer hip. By the time she came back around to his front, he was at full mast, practically tearing through his underwear. And she still had to measure from his knee to his inner thigh and crotch.

"S...spread your legs, please." He did so, but it wasn't enough. "Wider." He complied, and she sat down between them and placed one end of the tape on his knee, and stretched the other end up to his crotch. Her hoof gently pressed against his testicle, a warm weight she was sure she could feel churning with cum. Her face was right in front of his cock, and her hot breath wafted across it. She looked up at him over it with a half-lidded stare.

"What a monster you have here..." she whispered. A moment passed as she removed her glasses. Then she looked back up at him and kissed it, leaving a red lipstick stain on his underwear. She smiled. "We can't have Applejack seeing that. Take those off." That was all Alex needed to hear! He ripped them down and grabbed for her, but she danced back out of the way and ran laughing out of the room, he in hot pursuit! She ran straight to her bedroom and fell across the bed and arched her back, flipping her tail out of the way. She felt him grab her by both cheeks and line himself up, and she grit her teeth, knowing she was about to be roughly violated.

She didn't have to wait long.

With a mighty cry, he thrust forward, hilting himself into her hot, wet pussy to the balls, pulled back, then thrust forward again...and again...and again! He buried his hands in her soft, round ass, one he had been dreaming about and was finally his! Rarity's screams filled the room and her eyes rolled up in her head at the pounding she was receiving. It was ten times better than she'd hoped!

Now Alex flipped her over on her back and held her down by her forehooves as he rammed her into the mattress. Her nipples were diamond hard and the bulge of his cock could be seen in her stomach pistoning in and out as she looked down in amazement. She spread her back legs even further and yelped each time he thrust. Then, he brought his head down and bit her neck. She arched her back and screamed as her first orgasm hit her. She gushed marecum all over his crotch, and its scent filled the room. He let go of her neck and clamped his mouth around hers, their tongues wrestling with each other.

Then he picked her up again, and turned her onto her face, and held her down. Rarity, delighted at being manhandled so, came again, this time even harder. She bounced up and down on the mattress and her ass rippled and shook with each of his powerful thrusts. He growled and grabbed a handful of her mane with one hand and pulled, causing her head to be forced towards the ceiling. Her tongue lolled out at the mixture of pain and pleasure as he continued to pump her tight pussy with his monster cock again and again. Her front hooves scrabbled for purchase and drool fell from her lips as she moaned and her mind began to go blank from the intense fucking. But still, he showed no sign of slowing down, as his grunts mixed with her whorish cries of lust. "Ah! Ah! Ah! Ah!" she screamed. "More!!" The slap-slap-slap of their hips meeting echoed through the room, as Rarity was forced into yet another powerful orgasm. How much more could she take?!

As if in answer to her unspoken request, he yelled, "I'm cumming! Get ready!" 'Get ready?' What did he mean? Her answer came as he pulled out of her, then turned her around and pointed his dick at her luscious, wet lips. She looked up at him in horror.

"Wait! I'm a lady! I don't suck--" but she was cut off as he thrust himself inside her mouth. "Hrrk! Grrk! Hrrk...!" was all she could get out as he unleashed a veritable flood of cum into her mouth and down her throat. He held her by the horn as he thrust, and the combination of the intense pleasure flooding through her horn from his touch and his cock spurting cum down her throat made her eyes roll to the back of her head. She fought to keep her sanity as he pumped his cock in and out of her throat, her pussy seizing and convulsing and squirting with wave after wave of orgasms as she swallowed again and again and again.

Finally, he sighed and released her, letting his now satisfied cock fall out of her mouth, leaving a trail of cum that still connected him to her ruby red lips. He lay down on the bed, exhausted. Rarity shook her head to clear it, then sat up and looked down at him, thinking. She took the trail of cum in her hoof and stared at it, then closed her eyes and lapped it up. She shuddered at the mini-climax that simple action caused within her, then after a moment lay herself across his chest. He lazily stroked her mane with one hand as she lay there.

"You treated me like a cocksucker..." she said to him.

He was silent for a while, then he said, "You are a cocksucker."

She hugged him tightly and answered low, "Yes I am..."

Fluttershy watched the Human go into Rarity's house, and not come out. She smiled.

Soon...

A Crisis Averted

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Alex awoke to the sounds of slurping, then a wonderful sensation. He raised his head and looked down. There was Rarity, her ruby lips pressed lovingly around his cock as she bobbed her head up and down. A trail of saliva coated his dick as she happily sucked and moaned around her mouthful. Her soft hooves caressed his balls as she turned her head with each downward thrust as his cock pulsed in and out of her tight throat. She'd pulled her mane off to one side so he could see her face as she worked, and when she saw him wake up she smiled, stopped long enough to say, "Gugh morging!~" then continued her business. She quickened her pace, slurping, sucking, and bobbing, moaning all the while. His hips began to buck and she felt his balls seize up, so she clamped her lips tightly around him as he cried out and spurted load after load into her willing, hot mouth. She held on as he bucked and moaned, and only pulled off when he sighed and relaxed.

She slowly opened her mouth to him, showing it was full of spunk. She closed her mouth and swallowed a few times, then opened it again and stuck out her tongue to show it was empty. She closed her eyes and whispered, "So tasty..." Then she looked at him, smiled, and said, "I swallowed it all, every last delicious drop! Am I a good cocksucker?" He could only nod, as he was out of breath.

Finally, he said, "That's better than an alarm clock!"

She blushed and looked down. "I thought you'd like it..." Then she looked up at him again and smiled. "I made you breakfast before you leave, and I finished a few of the outfits I promised."

His eyebrows raised. "When did you find time to do all that?"

She blushed again. "I always have lots of energy after sex...so I made them after we...you know..."

He smiled back at her. "Seems to me you deserve a reward for all that hard work."

She gave him a half-lidded stare. "Oh? And what did you have in..." Her eyes were drawn to his rapidly swelling cock. " ...mind?" Instead of answering he grabbed her and threw her on her back as she cried out in joy. He spread her back legs and lined his massive tool up to her waiting pussy as she bit her bottom lip in anticipation.

Her screams filled the air once more.

Rainbow didn't leave her house for a few days. It was all she could do to show her face after what had happened in the lab, events she was sure must be all over Ponyville by now if that stupid human talked. She knew she could count on Twilight to keep quiet, but him?! He was (a) a male, and they always brag, and (b) an unknown.

She got up and looked at herself in the mirror. What she saw always made her proud: a lean, fit, wiry machine that faced any challenge head-on. Even when she'd failed, she'd gotten back up and faced whatever it was again, until she'd succeeded. Or gotten bored. That last part didn't happen too often, but when it did it wrankled.

But now when she stared at herself, she saw something she never thought she'd see: a common strumpet. A hussy. A tramp. A WHORE. And it was all that...that...FREAK'S fault! Him and his "magic!" She'd never had a chance...

Just then there was a knock on her door. Dash grit her teeth and shouted, "Go away! I don't want to see anypony!"

A timid voice replied, "Please Rainbow. You haven't been seen for days. Can I talk to you?"

She turned to the door. "Fluttershy?" She went to it and opened it. There, standing on the porch, looking up at her with one eye through her mane, was her friend. "You've been keeping to yourself too! Where have you been?"

Fluttershy cast her gaze down to the floor and drew a small circle with her hoof before quietly answering, "Oh, I've been making plans..."

Dash raised an eyebrow. "Plans, eh? Well come in, tell me all about it."

Fluttershy came quietly in and looked around. The house was a mess. Empty pizza boxes littered the table, a jug of cider lay upended on the floor, the sink was full of dishes. Keeping her opinion to herself, she cleared a space off on the couch and sat down. Dash, too keyed up to sit, paced in front of her.

"I guess you heard what happened?" she began. Fluttershy shook her head.

"I've been...busy. What happened?"

But Rainbow just growled and paced. Fluttershy waited patiently, knowing she'd tell her when the time was right. After a few minutes, Dash stopped pacing and faced her. "I guess it's better if you hear it from me, and not some gossip." Fluttershy waited. Rainbow took a deep breath, sat down, and squared her shoulders. "Here's what happened..."

Rainbow stared up at him, watching him approach as if in slow motion, and bit her bottom lip. Just before he grabbed her wings, she thought, "Oh CRAP!" then was flooded with sensations. Pleasure flowed through her like a raging torrent, and she instantly became wet and sopping. Her pussy flexed and winked as she rode out the biggest orgasm she'd ever experienced, and she screamed, "STOP!!" Alex immediately released her and stood back. Dash fell panting to the floor and closed her eyes.

"Rainbow?" asked Twilight. "Are you okay?"

"Get out of here..." whispered Rainbow.

Twilight stared at her. "Wha...what did you say?"

She opened her eyes and screamed, "I said get out of here!"

Twilight, Spike, and Alex started for the stairs when Rainbow stopped the human. "Not you. You stay."

Alex looked at Twilight and Spike uncertainly. Twilight nodded, then she and Spike turned and left, leaving the two alone. Rainbow got to her hooves and faced him. In a low voice, she muttered, "I don't know what kind of freak you are, but that's not going to work on me again. I'm Rainbow Dash! The toughest pony in Equestria!" She stood to her full height and looked him in the eyes. "Grab me."

Alex looked down at the panting pony. The smell of her sex permeated the room, overpowering the scent of the overheated machines. Finally, he said, "What's in it for me?"

She stared up at him, her emotions warring within her. There was no way she would ever tell him he'd given her the best orgasm she'd ever had in her life, and needed more! But she somehow had to regain control of the situation. So she offered him a deal. "If you can make me cum again, I'll suck your dick."

He shook his head. "I don't want to force you into doing anything you don't want. That's not my way." He started to turn away when she jumped in front of him.

"Please! It's not 'forcing' me! It's...a fair trade..." Then she looked down at his crotch. "Besides...I've never seen a human cock before." She stared up at him with a sultry expression. "I'm...curious." She took a few steps closer to him and whispered, "Also...my blowjobs are legendary..." She wasn't sure, but she thought she could see interest in his eyes. He stared down at her, apparently thinking.

Then he spoke. "I have to talk to Twilight for a minute."

She looked up at him impatiently. "Hurry it up!"

He nodded and went for the stairs and left. Dash walked up to the basement door and put her ear against it, but couldn't make out any conversations. When she heard footsteps approaching, she quickly ran back down the stairs and waited. Alex appeared with a smug look on his face.

"What was that all about?" she asked.

He smiled. "Nothing for you to worry about. Now, where were we?"

She rubbed her back legs together, trying to quell the fire between them. "Our deal?" she whispered. "Blowjob for you trying to make me cum again?"

Then he said, "Show me." He leaned back against the table and spread his legs. She stared up at him, then at his crotch. This wasn't what she'd had in mind, but if it got her what she wanted, she'd play along. She said as much to him.

"You were supposed to make me cum fir--" but he held up his hand and stopped her midsentence.

"The truth is, I don't find you very attractive. I like a big ass, and you're kinda small."

She spun around and presented herself. "Take another look, buddy! That's the ass of an athlete!"

He did as she said and studied her. He reached down and grabbed it, which made her gasp, then began kneading it. "What...what do you think?" she managed to say.

"It's softer than I thought it would be..." He ran his hands up and down her legs, then without warning, caressed her winking pussy. Dash cried out and fell face-first to the floor, staying on her back legs and keeping her ass propped up in the air. She flipped her tail over her back, fully exposing her wet lady parts. She spread her back legs even further and looked over her shoulder at him.

"What are you going to do...?" she began, then stopped when he took his hands off her and undid his pants. She kept her eyes glued on him as he freed one of the biggest cocks she'd ever seen. She had just enough time to think how different it was from a stallion's when he grabbed her again and dragged her backwards. She faced forward and closed her eyes, then opened them and gasped when he entered her. An involuntary "Oh!" escaped her lips as he drew back then slammed himself inside her over and over. "Oh! Oh! Oh! That's it! That's the spot!" she cried as he built up speed. Her wings were fully extended as she arched her back and held on to her sanity. The pleasure was radiating through her in waves, causing her eyes to roll up in her head and her tongue to loll out. Her ass bounced and smacked with each thrust as he held tightly onto her hips and pounded her without mercy.

"S...so tight..." he growled as he increased his powerful thrusts in and out of her swollen pussy. Dash put her head down and flapped her wings as she pressed down on the floor in front of her with her front hooves, pressing back against him to meet his force. Then he picked her up by her hips so her back hooves were off the floor, and started to pump her from a new angle. Her legs kicked helplessly at nothing as his balls smack smack smacked against her clit, causing her to further lose control!

"Do...you...LIKE...that?!" he grunted as he pumped in and out of her, her warm feminine juices coating his dick and making her violation all the easier. He was hitting places that had never been reached within her, and she lost the ability for coherent speech. Wave after intense wave of orgasm flooded through her as she gushed her juices all over him. Then he flipped her over on her back, stretched her back legs towards her head, and pounded her down into the floor. She looked up and was barely able to focus on his face as she was bounced up and down along the floor. "I said, do you like this?!" he demanded, but she was too far gone to speak. She could only babble incoherently as she was being violated again and again.

Through the fog of her last orgasm, she felt his cock swell even larger, signaling...something? If only she could remember. The mystery was soon solved as with two more mighty thrusts, he buried himself inside her and screamed as he came pulsing over and over, filling her with his seed. This caused her to cum once more as her cries mixed with his, then they both trailed off into satisfied moans. He slowly released her and she fell bonelessly to the floor, completely spent.

She watched him through barely open eyes as he sat back on his knees. Her gaze was drawn to his still-erect cock that was dripping and oozing cum, cum she could still feel warm inside her. Then he spoke. "You...still...owe me a...blowjob..." he panted.

"Buh...?" was all she could get out. He frowned down at her.

"A deal's a deal." He stroked his dick and pointed it at her. "Suck."

Dash struggled to catch her breath. She dragged herself to her hooves and sat up, still breathing heavily. With her eyes closed, she whispered, "A deal's a deal. Just...give me a minute..." And that's when he stood up and refastened his pants.

He looked down at her as she gazed up at him. "You're too worn out. We can finish this later."

Dash fell forward onto her face and whispered, "Thank Celestia..."

"And so I still owe that jerk a blowjob!" shouted Rainbow. Fluttershy had sat unmoving the entire time, outwardly showing no emotion, but inside she was a turmoil of thoughts.

It's better than I imagined! Oh, he WILL be mine!

Then she spoke to her friend. "Was it really that bad?"

Rainbow stopped pacing and looked sharply at her. Fluttershy waited. Finally, Rainbow sighed and said, "It was the best sex I've had in my life! But, don't you dare tell him that!"

Few things fly faster in a town as small as Ponyville than rumor and innuendo. The Human freak was seen leaving Rarity's boutique at an obscene hour of the morning, suggesting to more than a few that he had...ahem..."spent the night." This was neither confirmed nor denied by the fashionista to those bold enough to ask her, but she was observed to be in quite the giddy mood for days. These were traits normally ascribed to a mare that has been thoroughly satisfied, as the more knowledgable among them knew.

As for the Human, there were none outside of his inner circle who bothered to get his side of the story. Except for a very few like Lyra and the obsessed Roseluck, few common ponies cared what the alien was up to, so long as he kept to himself and caused no trouble.

So it came as a great shock when it was announced a day later that Princess Twilight had commissioned builders to construct a unique house for the alien on the outskirts of town. This meant he was staying far longer than they'd expected, and they might have to put up with his presence more than they'd intended. Several of the town's more prominent gossips got together that night to discuss what they thought they knew.

"It's not natural, having that...that...thing living next to decent folk!" declared Minuette. "We should go to the Mayor and complain!"

"What good would that do?" asked Lily. "It's the Princess doing it; the Mayor can't override her wishes."

"Then let's go to the Princess Herself!" said Golden Harvest. "Maybe even...go over her head and talk to Princess Celestia!" Several others voiced their agreement to this idea. Alone in the corner, Roseluck had sat listening to their rabble with increasing impatience. Finally, she spoke up.

"It's no good going to either Princess. The Human hasn't done anything wrong, so there's no reason not to welcome him."

Most turned on her. "That's easy for you to say, Rose!" said Meadow. "We all saw how you acted around it the first day!"

Rose drew herself up proudly. "And I'm not ashamed to admit I'm curious about him! What's he like as a person, how does he treat females or even..." and here her voice grew low, "what's he like in bed?" The majority of the mares clapped their hooves over their ears and shouted for her to "quit talking about such unnatural filth!" but there were one or two that looked at each other inquisitively.

As the others filed out to get their torches, pitchforks, and other sharp pointy things they hung back to talk to Rose.

The crowd of twenty went from door to door rousing ponies from their homes. Most joined the mob and agreed that the alien should be run out of town, but a significant few refused. Even so, the crowd's number soon swelled and they marched as one to Sweet Apple Acres.

Meanwhile, blissfully unaware of the goings-on, Alex sat down to the evening meal with the Apples. Before they all got started, Applejack got to her hooves and raised her mug. "To another successful Harvest!" she declared. All the other Apples plus Alex seconded the toast, then once she resumed her seat they all got down to business. Manners were...subjective in the Apple household, so for minutes on end, there was nothing but the sound of chewing, drinking, the occasional belch, ( the loudest coming from Apple Bloom of all ponies, to which the others congratulated her for!) all devoid of idle conversation. Once everycreature had their fill, they all sat back as one and sighed, rubbing their bellies.

"Great food as always, Miss Applejack!" said Alex. He stood up and stretched, then noticed out of the corner of his eye Apple Bloom doing the same thing. He gathered his plate and took it to the sink, only to find her half a step behind him with her plate. He set his plate in the sink, then deliberately yawned. She did the same. He smiled down at her. "Are you imitating me, Apple Bloom?"

She looked up at him with a shocked expression. "Why, no! Ah ain't!"

He grinned once more, said, "Whatever you say, sweetheart," then joined the rest of the family in the living room. A fire was burning in the hearth as it was late autumn, and the night air was cool. The Apple manor had lots of squishy recliners and couches, all most comfortable for sitting, reading, and talking together. Applejack took one of the chairs near the hearth, as did Granny. Big Mac almost took up an entire couch to himself and Alex sat down on one end of it. Apple Bloom waited until the Human had chosen his spot, then she hopped up and snuggled right next to him. During the after-dinner conversation, she never took her eyes off him. She'd been fascinated by him from the very first day he'd walked into the farmhouse.

Applejack had called them all down to the front door, warned them she was bringing in an unusual guest, but that he was harmless and none of them had anything to fear. That's when she'd stepped aside and nodded, and the alien had bowed his head slightly to get in through the door, and Apple Bloom had gotten her first look at him. She'd gasped and craned her neck up and up to stare at him. The alien had looked around at them all, but when his eyes had settled on the little filly, he'd smiled for the first time. She was instantly smitten.

She had walked shyly up to him, and said, "Hi." He looked down at her and dropped to one knee. He'd just brushed his hand over her head when her big sister had screamed, "What are you doing?! Ah told you to keep yer hands to yerself!!" He'd jerked his hand back and apologized, but all eyes had fallen on Apple Bloom.

"Are you okay, Apple Bloom?" asked Applejack.

Apple Bloom looked up at her sister with confusion. "A'course Ah'm okay! Why wouldn't Ah be?"

Applejack looked from her to the alien, then back to her sister. "You don't feel...funny?"

Apple Bloom smiled. "Don't be silly, AJ! He didn't hurt me!"

Applejack stood quietly, obviously thinking. Then she said to the alien, "Place yer hand on her again." When he shook his head, she insisted. "Ah gotta know if what Ah'm thinking is true." He hesitated, then dropped to one knee again and placed his hand on her head, then cupped her chin. Applejack watched them both closely. After a few moments, she said, "So it don't work on fillies. Good to know."

Apple Bloom closed her eyes and smiled from his hand on her, then said, "What don't work on fillies?"

"Never you mind!" The alien soon got settled, and the rest of the night had passed without incident.

Since then she'd thought of him as one of the family.

Back in the present, Applejack was speaking. "So, Alex...Ah hear Twilight's gonna build you a house?" He smiled and nodded. He looked down at the little filly, who was gazing up at him. He gave her a hug and was about to answer the question when Applejack and the other ponies rotated their ears towards the front of the house and she said "You all hear that? What is that?" Then the sound reached Alex.

All but Granny got up and went to the windows. And they all gasped at what they saw. Outside, a mob of ponies had gathered in the front yard. They were all yelling and brandishing torches and other implements. Applejack turned to Alex and Apple Bloom and said, "Wait here. Don't come outside." She and Big Mac went to the front door and opened it. The herd grew louder when they saw her, demanding the alien be brought before them.

At first, Pinkie thought it was a late-night party that nopony had told her about. The commotion of so many ponies passing by Sugarcube Corner had aroused her from sleep, so she went to her window that overlooked the main street and looked outside. There, she saw a mob of about a hundred ponies marching past. She opened her window and called out, "Hey! What's going on?"

One of the ponies yelled up to her, "We're on our way to get rid of that alien once and for all! Come with us!" Pinkie backed away from the window, her mind afire with horror. There was only one thing to do! She had to get to Twilight and warn her before the townsponies did something terrible! She crept downstairs and peered out the front door, waiting for the mob to pass. Once they did, she cautiously opened the door, looked around, then sprinted for the Golden Oaks Library. She banged on the door, and after a few moments, Twilight answered with Spike behind her.

Twilight rubbed her eyes. "Pinkie? What's the matter?"

"Twilight! We have to do something! Those ponies are on their way to hurt Alex!"

Twilight looked around. "What ponies?"

"The mob that just went past! They're on their way to Sweet Apple Acres!"

Twilight's eyes grew wide. She turned to Spike. "Spike, send a letter to Princess Luna. Tell her what's happening and that I'm going to try to stop it!" Turning to Pinkie, she said, "Get the others and meet us there as fast as you can!" Then she took flight for her friend's farm.

"Bring out the alien!" chanted the mob at Applejack and Big Mac. They were all quite agitated and were working themselves up into a fury. There was no telling what they all might do if the situation wasn't defused. And quickly.

Applejack stood on her back legs and held up both hooves. "Now please, quiet down y'all! What's this all about?!" she shouted when she got the chance.

One of the leaders stepped forward. "We heard the Princess is building that thing a house right here in Ponyville!" She turned to the mob. "Do we want that?!" They all screamed, "NO!!"

"But he ain't a threat to none of y'all! He's decent, hard-working, and honest! Y'all ought to believe that comin' from an Apple!" she shouted back. "We got our harvest in at record time 'cause of him! And that means more cider fer everypony!"

The mob calmed down a bit and started murmuring amongst themselves at this last. Sweet Apple Acres' cider was well-known throughout Equestria, and the idea there could be more of it this year was mighty tempting. But then a pony from the mob yelled, "And how do we know your apples aren't contaminated now?! Anything that alien touched could be full of its germs!"

Applejack grimly smiled at this comment. "He's been touchin' them apples fer weeks now, and we been sellin' them to y'all. If'n any y'all woulda gotten sick, it woulda happened by now!" This comment had the exact opposite effect she'd been aiming for, as several ponies turned green and a few started retching.

One mare angrily screamed, "You've been selling us poisoned apples?!"

Applejack's face turned pale, and she raised her hooves again. "No! That's not what Ah meant at all!" But the mob had had enough. They surged forward, ready to break into the farmhouse and seize the alien by force when suddenly Princess Twilight appeared.

"STOP!" she cried as she landed between the mob and her friends. She threw up a powerful shield that blocked their advance. Many of the mob gasped at the sight and fell to their knees, while others remained defiant.

"Don't try to stop us, Princess! That alien has got to go!" yelled one.

Twilight's eyes blazed white as she hovered over the crowd and said, "Nopony is touching Alex nor the Apples! Not while I'm here!" She met the gaze of those that still opposed her, and they all stepped back uncertainly. But still, some remained determined. One mare stepped forward, and with tears in her eyes, she spoke.

"We have to think of our children, Your Highness. What if it hurts one of them?" At this, some of Twilight's anger dissipated, and she landed, while still maintaining her shield. She drew a deep breath, then spoke carefully.

"I know some of you are frightened. But understand I would never allow anything that could be a threat to walk among us freely. I care too much about each and every one of you." She then turned to Applejack. "Bring Alex out here."

Applejack frowned uncertainly. "You sure, Twilight?" she whispered. Twilight nodded. Applejack sighed, said, "If'n yer sure..." then turned to the door of the house. She opened it and spoke, while the crowd watched. After a moment, Alex stooped through the door and walked out, followed by Apple Bloom. He walked up next to Twilight and Applejack, then stood there quietly. It was the first good look many of them had had of him, as he had kept mostly to the Apple Farm and had rarely been seen in town. Some gasped and fell back, while others gazed intently.

Before anyone else could speak, they were joined by Rarity, Rainbow Dash, Fluttershy, and Pinkie. They all joined with Twilight and the alien and faced the crowd. "Some of us been spending time with Alex," said Twilight. "Some more than others. Those of us who have, have gotten to know him. He's a good person and not a threat to any of us." Then Apple Bloom stepped forward.

"Ah like him! He's kind to me, and what's more, he's mah friend!" Alex startled and looked down at her. Then he smiled and picked her up. The crowd gasped again and watched them closely.

Twilight seized the advantage. "You see? He's not dangerous." The crowd wavered and looked at each other uncertainly. The tense moment seemed to pass, but there were more than a few who were stubborn.

"It's still not natural, Princess! Send him to Canterlot or some other big city! We don't want him here!" Several others raised their voices in agreement but were immediately silenced by the sight above them.

They looked up and saw arriving with their guards not only Princess Luna, but Princess Celestia herself.

A Revelation and a Deal

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The mob watched in helpless awe as the Princesses touched lightly down, then all but Twilight and Alex ( who was still holding Apple Bloom ) fell to their knees. Twilight lowered her shield as Celestia walked up to her, bent down, and touched her cheek to hers. She then faced the Human, who was standing stock-still and staring at her. "So you are Alex," she said with a smile. "You're taller than I thought." This cordial greeting by the Co-Ruler of Equestria towards the alien was not lost on the mob, and they all began to perspire, cool evening that it was. She then faced them, and her demeanor changed. "Please rise." They all did so, but not without exchanging somewhat worried looks with each other. "Which of you would like to tell me the meaning of this..." gathering?" Not a single pony could meet her eyes, no one spoke.

Some on the outskirts tried to take advantage of the darkness and began edging towards the nearest exit, but didn't reckon with Princess Luna's keen night vision. She spotted them and said, "Halt! Nopony leaves! Guards?" Her retinue of batpony guards immediately stationed themselves around the mob and locked their gazes on them. Their slit-eyed stares were completely unnerving. Those ponies that had tried to sneak off froze in place, not daring to move. Luna turned to Celestia. "Continue, Sister."

Celestia scanned the crowd, then settled on the last pony who had spoken. "You. Step forward." The mare took a few shaky steps closer to her monarch, though it took every ounce of her willpower to do so. Celestia remained at her full height as she addressed her. "What is your name?"

The mare swallowed, and said in a quiet voice, "E...Emerald May, Your Grace."

Celestia silently regarded her, which made the mare tremble all the more and do her best not to soil herself in front of so many. Finally, Celestia further addressed her. "You were saying something about Alex's being here as "unnatural." Is that correct?"

May turned even paler. "I...I...what I meant was...I...oh!" She fainted dead away.

Celestia looked down at her, then raised her eyes to the crowd and took a deep breath. "Centuries ago, each pony tribe thought of the other as "unnatural." Earth ponies did not trust unicorns, unicorns were wary of pegasi, pegasi looked down upon Earth ponies. Then we found Harmony and the land of Equestria was founded. Each tribe found something in the other that was needed, and thus our modern society was formed. Every single one of you knows this history." She closed her eyes and paused for a moment, then continued.

"But what you do not know is Humans were once part of this land as well, so they are no more unnatural than you or I. Nopony knows what happened to them, but we do know they arrive again from time to time. Some are hostile, some are peaceful. The hostile ones are dealt with, but the peaceful ones we welcome. Furthermore, history has shown that Humans never arrive without a purpose, without a meaning for their appearing." She turned and smiled at Alex, who still hadn't moved. "I do not know the meaning of this Human's arrival, but, " and here she faced the townsponies again, "I do know he will be treated with the respect and dignity befitting one of his race." She paused to allow her last to sink in, then added, "Is that understood?"

The herd quickly voiced their consent, though she could still read reluctance in the eyes of some. This fact wasn't missed by Celestia, though she took note of those that hadn't readily agreed. Prejudice was an unfortunate part of Equestria, and always saddened her when it reared its ugly head. There was only so much she could do. "Return to your homes, my little ponies. We will not speak of this again."

The ponies practically fell over each other in their rush to be elsewhere, anywhere but here. One of May's friends shook her awake, and together they beat a hasty exit, never once looking back. Celestia watched them go, her expression unreadable.

Then she sighed and turned to face the Human as her sister walked up beside her. "I am sorry we had to meet under such circumstances, Alex," she said. But the Human remained motionless as he stared at her. Celestia inclined her head. "Is something the matter?"

Alex slowly bent down and placed Apple Bloom on the ground. Then he went down on one knee and said, "I've never seen anything like you. Are you real?" Celestia smiled at this, then exchanged a look with her sister.

"He's like the last one," she said. Luna nodded.

"Indeed. T'would seem thou hast that effect on Humans, Sister."

Celestia turned back to Alex. "Please rise, sir. I assure you, I am quite real." Alex did, noting she was level with his eyeline when he stood. Very tall...

Hmm...

Celestia turned to Twilight. "You did not mention how handsome he is in your missives, Princess." Alex's mouth fell open.

Did...did she just say what I thought I heard?

Twilight smiled up Alex. "I'll make sure to be more thorough in my future reports, Celestia."

"Very good." She turned back to Alex. "Now then, it's time to see what category of Human you belong. Show me your hands." Alex did so, raising them to her eye level. "Hmm. Interesting. You have five fingers on your right hand, but I see a scar where a sixth one was on your left. Is that usual for your species?"

Alex looked at his hands. "No. It's quite rare, I'm told. My grandfather had the same, but other than him I'm the only one in my family like this." He looked at her. "How did you know about the extra finger?"

She exchanged a look with her sister. "We've seen it before." Luna nodded and gave the Human her full attention.

"This makes him quite unique," she said.

Alex frowned. "Is that bad?"

Celestia regarded him. "Not necessarily. We will see." Then she turned to Luna. "I believe it's time for you and the guards to return to Canterlot. I will join you shortly."

Luna raised an eyebrow and looked from her to the Human, but otherwise kept her thoughts to herself. "As you wish, Tia. Guards!" The guards all fell into place, then as one they rose, following Luna up and away towards the bright city.

Celestia watched them go then addressed the others. "Thank you for coming and showing your support. Twilight is lucky to have friends such as yourselves."

Rainbow looked up at Alex for a moment, then said, "We didn't show up just for Twilight, Your Highness. We consider Alex a friend as well." They all turned and stared at her, including the Human, and she blushed. "Well, it's true!"

Alex grinned down at her. "Thank you, Rainbow."

Dash looked away, and muttered, "I still owe you, you big lug." She blushed even harder. Those ponies in the know joined her in the blush. Alex looked down at Apple Bloom, who was watching them all curiously. He caught Dash's eye, looked pointedly down at the youngster, shook his head furiously at Dash, then quickly changed the subject.

"So! When is that house going to be finished, Twilight?"

Twilight glanced at the little filly, then stammered, "Oh...Oh! It will be a few weeks yet!" Apple Bloom noticed the ponies' behavior, and how nervous they were all of a sudden, and realized she was missing something.

"What's going on? Why do you all look so weird?" She aimed the question at her sister.

"Nuthin'!" exclaimed Applejack. "Time fer bed! Scoot!"

Apple Bloom headed for the house, but not without an unhappy look on her face. "Ah wanna know what's going on..."

"Git to bed, little sis! We'll be in to tuck you in in a minute!" said Big Mac. The filly bowed her head and obeyed, closing the door after her. The others breathed a sigh of relief after she'd left.

"Now that innocent ears are out o' the way, mebbe y'all can tell me what's goin' on," said Applejack. They all looked at Dash.

She shuffled her hooves, and said, "It's just a deal I made with Alex. No biggie." Then she got a defiant look in her eyes. "But it will be the best he's ever had!" Both Twilight and Rarity stiffened at this remark.

"I hardly think so!" declared Rarity. Just as Rainbow was about to retort, Twilight interrupted.

"Girls!" she yelled. "Why don't we let Alex decide?"

Celestia laughed long and hard. "Oh, this is too rich!" She wiped away a tear as all looked at her. "Alex, prepare yourself for the same treatment many Humans get when they show up! I think you'll enjoy it!" Just before she took flight, she caught the Human's eye...and licked her lips. Then she was gone.

Alex watched her go, his eyes glued to her perfect ass.

Rarity and Rainbow rounded on Twilight. "What do you mean 'we,' egghead? You're not telling us you are in this competition?!" said Rainbow.

Before she could speak, Applejack yelled, "What competition?!"

The three of them looked at each other, then Rarity muttered, "It's something between us and Alex." She cast a wary glance at Twilight. "Though even I didn't know Twilight was involved."

The purple alicorn jutted out her chin. "Well, I am! And I don't mind a little rivalry. May the best mare win!"

Applejack gave an exasperated look at Pinkie, Big Mac, and Fluttershy. "Do any o' y'all know what they're talkin' about?"

Fluttershy just smiled.

Davenport, proprietor of Davenport's Quills, Sofas (and Beds!) was just about to close one night about a week later when the little bell above the door tinkled, signaling a late customer. "I'm sorry, we're closing a bit early tonight. We--" he looked up and stopped when he saw who it was. The yellow pegasus rarely ever visited his shop, but when she did, it was precisely at times like these, when the shop was empty of other customers. Her reputation for social anxiety was well known throughout town. He smiled his most professional to put her at ease, then said, "Good evening, Miss Fluttershy! What can I do for you?"

Instead of answering right away, she looked around the small shop, then asked, "Are we alone?"

What an odd question! "Why yes, it's just us for now. I sent my assistant home early as it was a slow night. Is that a problem?"

Again, she remained quiet. She only approached him, then produced a folded piece of paper from under one wing and gave it to him. He unfolded it and looked at it. It was a diagram for a custom bed, but a quite unusual one. He raised his eyebrows and looked at her. "I assume you want this ordered?"

She nodded. "How long will it take?"

He studied the diagram again, then pursed his lips. "Oh...I'd say about six or seven weeks. These materials are not usually used for sleep furniture."

She took a small bag of bits out from under the other wing, then set them on the counter. "Will this be enough?" He took a minute to count them out, then shook his head.

"You'll need about twice this amount, I'm afraid." Not wanting to lose her as a customer, he added, "But this will do for a downpayment until you can get the rest."

She nodded, then turned to go. Just before she got to the door, she stopped. Without turning around, she said, "There's one more thing. I want you to keep this between us. Nopony else is to know." Then she flipped the sign from 'open' to 'closed' and locked the door. She turned back around and stared at him with one eye through her mane.

Being the professional he was, he'd had his share of difficult customers, and always had ways of dealing with them. But there was something in her gaze that completely unnerved him. Nevertheless, he tried to take charge of the situation. "I...I assure you, Miss Fluttershy, I can be very discreet. This will remain our little secret."

She shook her head almost imperceptibly and took a small step towards him. "That's not good enough, I'm afraid. I have to make sure."

He began to sweat. "Wha...what do you mean by that?"

She stopped moving and stared at him. Then she whispered, "Don't run..." In a single movement, she launched herself through the air and tackled him to the floor. He screamed as her teeth closed around his jugular vein...and began to nibble. Then she licked his neck up and down, moaning as she did so. She pressed her wet lips all over his face, her sweet-smelling mane falling down to cover them both.

"M...Miss Fluttershy? Wha...what are you doing...?" he panted.

"Shush..." she whispered as she clamped her mouth over his and stuck her tongue down his throat.

"Mmmph!" His eyes grew wide as he looked up at her. He couldn't believe this was finally happening!

She continued to kiss him and caress him with her hooves. From her position on top of him, she felt his cock leave its sheath and stiffen beneath her. This is what she'd been waiting for. She slowly released his mouth, leaving a trail of saliva, and began a series of hot kisses down his neck, across his chest, past his stomach, and at last onto his crotch. There, she nuzzled one of his orbs and took it into her wet mouth, and gently suckled it, then the other. He gasped as she ran her hot tongue all along his inner thighs, across his balls, then up his shaft. When she got to the head, she held his dick steady with her hooves and flicked the tip of her tongue along the sensitive underside, stimulating the nerve cluster centered there. She then circled the head, lapping up any precum that formed. She paused and stared up at him through her mane with one eye, while through her open mouth her warm breath washed over his cock, causing it to twitch.

"Do we have a deal?" she whispered.

He frantically nodded his head. "Yes, yes, sweet Goddess, YES!"

"Good." She then engulfed his cock, sliding it all the way into her mouth and down her throat. She braced her hooves on his thighs and bobbed her head up and down, up and down slowly, moaning and sucking. He reached down and grabbed her by the head, guiding her along. She smiled around his cock as she increased her pace. She took one of her hooves and pressed it into her own sex, getting it wet and slippery as she sucked him into her throat. She took the other and caressed his balls and sucked all the more. It wouldn't be long.

Suddenly, he arched his back and screamed as he emptied his sack into her mouth. She came at the same time, convulsing and twitching around her hoof as he shot load after creamy load. After about a minute, he sighed and relaxed, falling limp onto the floor. She sucked him clean, licked his balls for any residue she missed, then sat up. He gazed blearily up at her.

"I'll be back in a week to make sure our deal is still in place," she said. "Don't let anypony see that diagram." She turned to go and unlocked the door. Just before she left, she looked over her shoulder at him, then took a hoof and spread her ass cheeks, exposing her ponut. In a sultry voice, she whispered, "Next time, you can fuck me in my ass." Then she opened the door and was gone.

He stared at the door. It's true what they say: it's always the quiet ones.

An Afternoon with the Cakes

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From that point on none of the townsponies were outwardly hostile to the alien. Though he kept up his habit of seldom coming into the town proper, the few times he did, he found himself being greeted by those that wouldn't have bothered to have given him the time of day before. He took it in stride, now that he knew there were at least a few ponies that considered him a friend, and at least three that were something more. He had lots of free time now that the harvest was in, though he still needed to make bits, so he did odd jobs for the Apples whenever they needed, as they were the only ones who would hire him.

So it came as a great surprise while passing by Sugarcube Corner one afternoon that Pinkie had called him in and offered him a job. The place was mostly empty, but the delicious smell of various baked goods permeated the air. A few tables had customers who looked up when the Human walked in, but they quickly averted their eyes and went back to their treats. Pinkie caught his attention. "We have a big shipment of baking supplies coming in from Canterlot in two weeks, and we could use your muscle!" she declared. Alex raised an eyebrow as he looked down at her.

"All this time, you've never offered me work. What changed?"

Pinkie had the grace to look embarrassed. "To be honest, my employers didn't want anything to do with you before." She shifted her hooves again and looked down before continuing in a small voice, "They thought you'd be bad for business."

Alex snorted. "I see. And now that Celestia had that little talk with you all, they feel differently?"

Pinkie cast a furtive look around at the customers, then turned back to Alex, stuck out her bottom lip, and gave him the puppy-dog eyes. "Please don't make this difficult, Alex. We really do want to help you out." She turned to the counter and called out, "Mr. and Mrs. Cake! Come out here, please!" The couple came out timidly from around the corner and stared up at the huge beast. Mr. Cake was the first to speak.

"We should have welcomed you weeks ago. We are sorry. This is our way of making up for it." He stuck out his hoof. Alex stared down at it, then after a moment, he smiled.

"Alright, you've got a deal," he said, grasping the hoof and firmly shaking it. Mr. Cake had a confused look cross his face at the gesture, as he'd been expecting a hoofbump, but waved it off. Then Mrs. Cake came forward.

"Thank you! This will be a great help to us." She offered her hoof as well, but Alex drew back from it.

"Umm, I don't think that's a good idea." The Cakes looked at each other, then back at him.

"Why not? You touched my husband's hoof. What's wrong with mine?"

Alex turned to Pinkie. "You didn't tell them?"

Pinkie blushed red. "It's not a subject I usually discuss with them."

Now it was Alex's turn to look embarrassed. "Ah. Well, you see, there's a...weird effect that happens when I touch adult females. Totally not my fault, by the way. It just happens."

The Cakes looked at Pinkie, who gave them a lopsided grin, then Mrs. Cake insisted, "What kind of effect, exactly?"

Alex looked around before answering. Every pony in the place was leaning forward, intensely listening. He took note that there were no kids in the room, so he took a deep breath and decided to go for it. "Erotic. I make mares cum with a touch." There was a collective gasp from the ponies in the room. Some looked horrified, but some looked intrigued. Mrs. Cake was one of the latter. The look of interest crossed her features for an instant, then she masked it down.

"Well! I guess we won't be having any touching then! Come by in two weeks Thursday at four; our shipment should be here then."

Her feeble attempt to change the subject did not go unnoticed by the other ponies in the room. One particularly bold mare got up and approached the group, staring intently at Alex. When she got within a few feet of him, he turned around and noticed her. "Can I help you?"

Her eyes were bright as she looked up at him. "I don't believe it."

Alex frowned. "What don't you believe?"

She licked her lips before saying, "That you can have that effect on mares with just a touch. I wanna see you do it."

He looked down at her, studying her. She wasn't bad looking, with a pink coat, a violet mane and tail with a lavender streak, and amethyst eyes. She was also a unicorn. "What is your name?"

She grimaced. "Amethyst. Now, quit stalling!"

He sighed. "Okay, Amethyst. Don't say I didn't warn you." She nodded, closed her eyes, and held out her hoof.

"Umm, no...it doesn't work like that. You're a unicorn. I have to touch your horn."

She placed her hoof on the floor and opened her eyes. "Oh." She bowed her head, presenting her horn. "Go ahead."

Alex looked around. He had a captive audience, but still no kids. "Alright...here goes..." He reached down and firmly grasped her horn.

The effect was immediate.

Her eyes flew open and she screamed as her back legs gave out from under her. Her eyes then rolled up in her head and she squirted as her pussy convulsed again and again. She fell to the floor in a heap as he released her, completely passed out with a goofy smile on her face.

"What did you do to her?!" yelled one of her friends. Alex looked down at the concussed mare with a rueful smile on his face.

"She came so hard she passed out." He looked up. "I've seen it before, and I warned her." He stared at his hands and flexed his fingers. "She'll be alright in a minute." Indeed, as he was speaking she groaned, shook her head, and sat up. She gazed dazedly around, as if trying to get her bearings, then settled on the Human. Then she smiled.

"Do that again!"

It was her friends that quickly came forward. "No, Ammi! That's enough for one day! Let's get you out of here!" The two of them got on either side of her and marched her out, while she looked over her shoulder at Alex with longing as she went. The other ponies also filed out, leaving Alex, the Cakes, and Pinkie Pie alone in the Shoppe.

Mrs. Cake hid a smile (badly) then said, "That sure was something!" She turned to her husband. "Dear, can I talk to you in private for a moment?"

"Sure, honey." They both left, leaving Pinkie alone with Alex.

She looked up at him. "Let's sit down for a minute. There's something I need to say." Alex stared at her, then took a seat at the nearest table as she sat across from him. She took a deep breath and began. "I owe you a big apology. Normally, I'm the first one to welcome any newcomers into town. But I failed you, just like I failed Zecora."

Alex raised his eyebrows. "Who's 'Zecora?' Never heard of her."

Pinkie looked away. "She's a zebra friend of ours that the whole town shunned when she first moved here. Kinda like how we all treated you."

Alex drummed his fingers on the table. "A zebra? I've been here for weeks and never seen one. I think I would have recognized a zebra."

Pinkie shook her head. "She doesn't live in town. She lives alone out in the Everfree Forest."

Alex's eyes widened. "That wild place? Applejack told me it's dangerous, that you ponies don't control the weather or the animals there. Why is she out there alone?"

Pinkie shrugged. "It's her way. She's a shaman of sorts, and it helps her commune with nature. But we're getting off-topic. I was saying how sorry I am for not welcoming you sooner."

Alex waved a hand. "Don't worry about it, I understand. It's not every day someone like me shows up. You guys just aren't used to it."

Pinkie smiled. "It's kind of you to say that, but I'd really, really want to make it up to you! I'd like to throw a party in your honor. Would you like to come?"

Alex returned the smile. "I'm always down for a party. Sure, I'd like to come. When is it?"

"Give me a few days to set it up. I'll let you know."

Alex nodded. "Fine." He got to his feet. "If there's nothing else?" She got to her hooves as well.

"I think that's it for now. Thanks again for agreeing to help us!"

He gave her the thumbs-up, which she blankly stared at, and turned to go. The smell of the baked goods finally reached his brain and he turned around. "As long as I'm here, I might as well buy something."

Pinkie went behind the counter and said, "Sure thing! What'll you have?"

Alex put a hand to his chin as he looked at all the confections, then settled on the glazed donuts. "I'll take a dozen of those, and some apple fritters. They're Apple Bloom's favorites."

"Coming right up!" She quickly bagged up his order as he fished around in his pocket for the bits. Pinkie saw what he was doing and said, "Oh, don't worry about it! No charge for employees!"

"Thanks." He took the bag and turned around.

Just before he reached the door, Mr. Cake came back into the shop and called out to him. "Alex! I need to talk to you! It's important!" He turned to Pinkie. "Watch the shop for about an hour, Pinkie. The wife and I are going to be busy upstairs." He looked up at the Human. "Follow me, please."

Alex looked wary. "What's this about?"

Mr. Cake looked over his shoulder at him. "I'll explain it all upstairs. Please." He gestured for him to follow. After a moment's hesitation, Alex set his bag down on a table and did, shadowing him up the stairs and down a hallway to a bedroom door, where they both stopped. Carrot turned to him. "I want you to know something. I dearly love my wife and would do anything for her. She was...turned on by your display earlier, and wants to experience it if you're willing."

Alex put a hand behind his head. "I don't know...you two are married...that's not something I usually get involved in."

Carrot Cake implored him. "Please! It would mean the world to her, and I'm more than okay with it! Consider it partial payment for your services."

Alex considered. "Well, she does have a nice ass..."

Carrot grinned. "Then we're agreed! Follow me!" He slowly opened the door in a darkened room, to reveal a scantily-clad Mrs. Cake lying across the bed, in red lingerie that just barely covered her sweet assets. She was wearing black fishnet stockings, and she'd put on makeup. The flickering candlelight glistened off her ruby, wet lips. She was wearing tiny, white cotton panties, just right for being ripped off. She'd let down her mane, and it cascaded in waves down her shoulders. She looked at him with bedroom eyes and slowly licked her already wet lips. Alex felt himself harden at the sight of her.

"I'll just be over here," whispered Carrot, as he took a seat across the room. Alex looked at him uncertainly, then turned back to the sultry mare, who gave him a come-hither gesture with her hoof. Whatever turns them on, I guess. He approached the bed and stood there, as she got up on hooves and knees and took his pants in her teeth. She kept her eyes on his as she pulled his pants down, then took her hooves and freed his cock from his underwear. It popped up and she went cross-eyed looking at it so close. She went 'ooo' when she saw it, then smiled up at him as she gave it a lick. Then she closed her eyes and began sucking in earnest, slurping and bobbing her head as her spittle coated his dick and soon dripped off his balls. He grabbed her by the head and started thrusting his cock even deeper into her throat, which she took like a champ as the sensations from the contact with his hands surged through her. He grit his teeth and pumped harder and harder, going deeper into the willing, helpless mare's mouth and throat, ravaging them both.

Then he freed his cock from her mouth and grabbed both her hooves! She cried out and threw her head back as she came in torrents, over and over, again and again, soaking her panties and staining the bed. Alex picked her up and threw her back on her stomach, facing away from him, and tore her panties off. "Yes! YES! Fill me with your cock!!" she screamed!

But Alex was in a playful mood. "Beg for it!"

She arched her back and spread her legs, lifting her tail out of the way. "PLEASE! Give it to me! Please!"

He still wasn't having it. He grabbed her by her mane and forced her head up to look at her husband. He put his head down by hers and whispered, "Suck his cock..."

She stared up at Alex. "But...but it's not his birthday..."

He tightened his grip, making her moan at the mixture of pain and pleasure. "I said, 'suck his cock, slut!'" he grunted in her ear.

"Carrot! Come here! I want to suck your cock!" she screamed.

Carrot stopped masturbating and stood uncertainly. "Honey? It...it's not my birthday..."

"It is today!" she cried desperately.

Not waiting for her to change her mind, Carrot climbed up on the bed in front of her and knelt, spreading his knees. She eagerly latched onto his dick and began sucking and licking, then moaned even louder as Alex threw her stocking legs apart and slid his cock inside her pussy. Her eyes rolled back at the combination of being spit-roasted on two big dicks, one sliding up and down her throat and one pounding her snatch. At that moment, she couldn't be happier!

Her husband grabbed her head and began thrusting his meat inside her throat as she gazed up at him in wonder. He'd never been this aggressive before! She loved it! His grunts matched those of the Human behind her, who was giving her his all as well, making her ass shake and jiggle with his constant pumps. She closed her eyes and gave herself over to the massive orgasm that overtook her, causing her mind to blank from the pleasure. But neither of her paramours looked to be finishing anytime soon.

Alex looked down at the jiggling ass cheeks beneath him and got a wicked idea. Why let these go to waste? After two more hard thrusts, he pulled his wet, slick, throbbing cock out of her pussy, then aimed it at her asshole, pulling her tail out of the way. The mare's eyes grew wide and she whorishly moaned around her mouthful as her ponut was gradually stretched open, and a big cock slowly entered it. He held her by both cheeks, above her fishnets, and right along those weird "butt-tattoos" they all had and started thrusting in and out, slowly building up speed. Her asshole was wonderfully tight and massaged his dick in all the right places. Soon, his balls were slapping against her pussy as he grit his teeth once more and invaded her anally, causing yet one more orgasm to befall the lucky mare. But she wasn't alone.

Carrot's cries grew louder as he continued to hold onto her head and pound her throat with his cock. His balls seized up and he buried himself as deep as he could go and stared down into her eyes, then he unloaded a flood of cum into her mouth. Her eyes remained locked on his as she swallowed again and again. Behind her, the big Human had also reached his end, crying out as he filled her ass with his creamy load over and over.

They all sighed and began to relax when the door suddenly opened, and Pinkie walked in, looking down at a chart. "Hey, Mr. Cake! I was looking for the---" she looked up and froze. Mr. Cake still had his cock in Mrs. Cake's mouth. Mrs. Cake stared at Pinkie, her lips wrapped around her husband's cock as it protruded from one cheek. Alex's dick was still sticking in Mrs. Cake's bubbly ass. No one spoke as they all stared at each other for what seemed like an eternity.

Finally, Mr. Cake said, "This isn't what it looks like."

"Well, it looks like a fun party I wasn't invited to!"

That was what Pinkie had screamed at them all as she'd then slammed the door and gone back downstairs to watch the Shoppe. That had been a week ago. She was still sulking and hardly spoke to the Cakes at all if she could help it. What was worse, the Cakes were now more affectionate with each other, giggling and cooing all the time, so they hardly got any work done. Pinkie stuck out her bottom lip as she watched them one day, for she was sure that Mrs. Cake was now giving Mr. Cake regular blowjobs because he hadn't snuck into her room to get one for days. That bitch had been neglecting her lanky, hunky husband for so long, leaving all the sucking and slurping up to Pinkie, and now she'd been replaced! It just wasn't fair! She missed his big dick, and wondered, if they kept this up, if she'd ever get it again.

Then another thought occurred to her. Alex. It was all his fault! He may not be able to affect males, but he'd done something to the both of them! Well, she wasn't a mare who would take her problems lying down! She'd figure out some way to get things back to normal, and it would start with confronting that alien! If she could experience his magic firsthoof, she'd know what she was dealing with, and plan appropriately.

Right then and there she began making plans to lure him into a compromising position, and thus her sweet revenge.

The work on Alex's new house was going rather slowly. He went out there one afternoon, along with Applejack, to see how they were progressing. The house was quite large, to accommodate his large frame, with a doorway that meant he wouldn't have to stoop to get in. The workers were all sitting around when they saw the two of them walk up. Alex smiled and waved a hand. The workers all exchanged glances with each other. "That's who...or what we're building this for? I thought the house was strange!" said one. "Princess Twilight told us it was for an alien, dummy!" said another. "What were you expecting?"

The first one stared at Alex and said, "Not some hairless ape, that's for sure!"

"Quiet, you idiot! He'll hear you!" said another.

"It's okay, fellas!" said Alex. "I'm used to it." But Applejack wasn't so accommodating.

"Ah'm gonna let the Princess know about yer attitude, "fellas." It ain't right to be rude to a customer!"

They all stopped talking and sat with red faces. "We...we was just kiddin' around, miss. The Princess ain't gotta know nuthin' she don't hafta know."

Applejack regarded them. After letting them sweat for a bit, she finally said, "Maybe Ah'll fergit to mention it to her if'n ya'll will git mah friend's house finished early."

"Yes ma'am!" They all began working with renewed energy, as she watched them with a smug look.

"C'mon, Alex, let's go home. Ah don't think we'll be havin' any more trouble outta them."

As they walked along, she noticed out of the corner of her eye a yellow and pink flash going behind a bush. "What in tarnation...?" She hurried up to the bush and peeked around it. There, huddled behind it, was Fluttershy. "Land's sake, gal. What are you doin' hidin' behind bushes?" Fluttershy looked up at her, then hid behind her mane. Applejack got a knowing look in her eyes. "Y'all are tryin' to spy on the Human, weren't ya?" Fluttershy shook her head, but the farmer wasn't convinced. "C'mon out, he won't bite ya." The pegasus sighed, then followed her out from her hiding place. She stood behind her friend, not daring to look up at Alex, who was smiling down at her.

"You don't talk much, do you?" he said. He leaned around Applejack to get a better look at her, but she moved out of the way, putting Applejack between the two of them.

"She'll talk enough once she gits to know you. She's just real shy," said Applejack. She turned to her friend. "We was just about to have supper. Yer welcome to come with us."

Fluttershy smiled and said in a quiet voice, "I'd like that."

The dinner at the Apples was the usual affair. Apple Bloom sat next to Alex, Fluttershy sat across from him, as far away as she could get, Winona perched herself under the table at the Human's feet. Granny said the blessing, and they all dug in with gusto, with the exception of their guest, who ate only sparingly. After a few moments, Granny noticed and chided her for it. "Eat up, gal! Nopony's gonna take it from you!"

"Yes, ma'am," Fluttershy quietly responded, and ate a little faster, though she was really trying to keep an eye on Alex. Earlier that day, her custom shipments of metal restraints had come in, and she'd successfully gotten them home with nopony the wiser. She lifted her cup to her lips and smiled.

Soon...

Some Fun Times with a Human

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The workers on Alex's house must have taken Applejack's warning to heart, for they finished the project in record time, a few days before the celebration of Nightmare Night. Alex and Applejack found themselves in the living room discussing the subject the evening the house was completed.

"It's a good thing yer house is ready. No offense, but Ah think you've been enough influence on Apple Bloom."

Alex took a sip of his tea before answering. "What do you mean?"

Applejack smiled. "You know she's been follerin' you around since the moment you got here, and imitatin' you every chance she's got. Here lately, she's takin' it to a new extreme."

Alex frowned with concern. "What's she been doing?"

Applejack smiled again. "Ah think it's mostly harmless, but all day she's been..." She paused and pricked her ears. "Never mind. Here she comes. See fer yerself."

Alex listened to her hoofsteps. Instead of the 'clippety-clop," he heard a "clop, clop, clop..." He watched as the little filly turned the corner on two legs, her forelegs folded up against her chest and under her chin for balance. She hadn't quite lost all her baby fat yet, so her little belly was sticking out as she struggled to walk. It was the cutest thing he'd ever seen. She caught sight of him and waved a forehoof. "Hi, fellow Human!"

He tried to suppress a smile. "Apple Bloom, sweetheart, what are you doing?"

She walked up to him, lost her balance for a moment then quickly recovered and hopped up on the couch next to him. "Ah'm a Human! This is how Humans walk!"

Alex winked at Applejack, then said, "Yes, of course. That is indeed how we Humans walk!" He sat back and smiled, just as there was a knock at the front door.

"Now who could that be...?" said Applejack as she got up to answer it. When she opened the door, there stood three mares. She recognized them as regular customers at her apple stand, but she didn't remember their names. "Can Ah help you?" The three looked at each other before answering.

"We...want to talk to the Human."

Applejack raised an eyebrow. "What fer?" As she was speaking, Alex appeared behind her, followed by Apple Bloom, who was still trying to walk on two legs. The three gave a quizzical look at the little filly, then gazed up and up at Alex.

"He's taller than I remember," one whispered to the others.

"And bigger," said another.

"Ladies. Can I help you?" asked Alex.

One of them stepped forward. "We...we're all single...and we heard about your unique..."ability," and we all wanted to experie---"

Alex held up a hand to stop any further unsavory discussion, looked down at Apple Bloom, and said, "This isn't appropriate right now, I'm afraid." Though he was trying to be polite, Applejack, however, was livid. Her eyes narrowed, her brow furrowed and her teeth clenched so hard she nearly chipped a tooth.

She snorted steam into the chill night air as she lowered her head, pawed at the ground, and growled, "How dare you hussies bring that up in front o' mah little sister! Git outta here afore Ah whup yer nasty hides raw!!"

They cowered before her rage. "B...but..."

"No 'buts!' Git!!" Applejack took a menacing step forward and they all fled. She watched them go, her chest heaving. She turned back inside, only to find her sister back down on all four hooves and staring up at her with wide eyes.

"A...Applejack? Are you okay?"

Applejack closed her eyes and took a deep breath to compose herself, then she opened them and smiled. "Ah'm okay, sugarcube. Go on up to bed; Ah'll be up to read you a story inna minute. Ah gotta talk to Alex."

Apple Bloom looked from her to the Human. "You ain't mad at him, are you?"

She shook her head. "No, honey, Ah ain't mad. We just got some grown-up stuff we need to talk about." Contrary to her usual manner, Apple Bloom went without protest, only stopping to give her sister and Alex a hug before going up the stairs to her room. Applejack sighed, then went back into the living room, as Alex followed her. They both took their seats and she stared into the fire for some moments without speaking. Alex waited, and took a sip from his tea, but grimaced as it had gone cold. Finally, she looked at him and began.

"Alex, Ah really appreciate all the work you've done fer us. We wouldn't have gotten our harvest in as fast as we did without you. But Ah cain't have mares showin' up askin' fer you to make 'em cum in front of Apple Bloom. That just ain't gonna happen."

Alex nodded. "I agree, Miss Applejack. I'm not happy about it either. I'll check with Twilight tomorrow to see when my furniture will be delivered, or at least to see if they can just get my bed in quickly. That's all I really need."

She smiled at him. "Ah appreciate that. And thank you fer understandin'."

As it turned out, neither Alex nor Applejack needed to have worried about the bed. For reasons of her own, Twilight had special ordered it to be custom made and rush delivered from Davenport, as Alex found out when he went to talk to her the next day. "Oh! Alex! Please come in, I was just about to serve lunch. Won't you join me?" she smiled brightly as she stepped aside for him to enter.

"Thanks," he said as he followed her into the kitchen, where she'd laid out several sandwiches and what looked like iced tea. He looked around. "Where's your dragon friend?"

She took a bite and wiped her mouth before answering. "Spike? I sent him to Canterlot to visit our parents."

Alex raised an eyebrow. "'Our' parents? Don't you mean "your" parents?"

She shook her head and smiled. "No, he is my little brother. After I suck your cock, I'll tell you all about it, for it's a fascinating story! It involves the first time I met Princess Celestia, my first magical surge, my getting my cutie mark, my getting accepting into the Princess' School, my becoming her private student, I could go on!" But Alex had stopped listening after she'd casually mentioned giving him a blowjob. He stared at her, who was seemingly unaware she'd said anything out of the ordinary. Her eyes twinkled up at him and she smiled as she took another bite of her sandwich. He began to perspire.

"Umm, the reason I came over was to ask you about my furniture. I kinda need a rush on my bed, if that's possible."

Twilight waved a hoof. "Oh, that's not a problem. I told Davenport I needed it right away, and he said it was no problem." She looked up at the clock. "So it should be here in about...two hours." Then her eyes turned inward and she giggled.

Alex smiled with her. "What's so funny?"

She shook herself and looked up at him. "It's probably nothing, but when I told Davenport I needed a custom order, he smirked at me and asked if I wanted to keep it "just between us." When I told him 'no,' he made the most curious face!"

"Was he angry?"

She shrugged. "I don't think so. But he was definitely expecting something from me. Maybe a bigger tip? I don't know." She stood up from the table. "I've had enough. I'm going to go brush my teeth, but you keep eating if you want. I'll be back in a minute." She licked her lips and whispered, "Don't want to get crumbs on your dick..."

He froze as he watched her walk away, her tail swishing from side to side and her librarian's ass jiggling. So I didn't imagine it! Just before she went up the stairs, he heard a >click< as the front door was locked, then the sound of her hooves ascending to the upper floor. He wasn't really hungry, so he took one last bite and washed it down with some iced tea. Then he waited. He heard her singing to herself as she brushed her teeth, which made the song come out all distorted, then the sound of her spitting and washing her mouth out. She took a few more minutes doing something else he couldn't quite make out, then she called down to him.

"Oh, Alex~!" Could you come up here, please?"

He was already hard as he climbed the stairs, his cock forming a tent in his black sweats. It didn't take long to find her, as her bedroom was at the top of the stairs. She was laying across the bed, and she'd put on striped socks over her back legs, that accented her ass. She stopped him as he came up to the side of the bed, got up, and placed her hooves on either side of his hips. She slid his sweats all the way down, then took his underwear and did the same. His dick popped up and was throbbing before her, and she went "Ahhh..." when she saw it. She lay back down and patted the mattress next to her. "Make yourself comfortable..." He stepped out of his sneakers and clothes and lay down beside her. Once he did, she caressed his thighs and gave him a sultry gaze. "Your cock looks even tastier than the last time I saw you," she whispered as she ran a hoof lightly across his member. It twitched and made him gasp. "Oh, you like that? Interesting..." She scooted herself down to his crotch until her mouth was breathing over it. She placed her snout over it and gave it a hearty inhale. "You smell so nice...do you mind if I taste it?" Without waiting for an answer she began kissing his cock, planting sweet, wet kisses all over it and his balls. He spread his legs as she tongued his testicles, getting them wet and sopping, before moving up to the main course. "I love your Human dick," she whispered, just before taking it fully into her mouth. "Ohmm...mmm...mmm...mmm..." she moaned as she sucked up and down. She took it out of her mouth and ran her tongue all around the head, going "Ahhh..." as she did so. She turned her head and stared up at him to gauge his reaction as she planted more kisses along the shaft. His eyes were half-closed as he looked down at her, and his breathing was sharp. "Would you like me to keep sucking?" she whispered. He could only nod. She smiled. "Alright..." as she took him into her mouth once more. She closed her eyes and quickened her pace, sucking faster and bobbing her head as their moans increased. He began to buck his hips and grabbed her head to hold her steady. She felt the warmth from his contact flood through her as her soft lips wrapped firmly around his cock, determined not to spill a drop.

They both orgasmed at the same time as he cried out and unleashed his cum into her waiting, hot mouth. She swallowed it all, savoring every last morsel, before he relaxed with a sigh and fell limp to the bed. But still, she suckled him, then licked his balls clean. She gently lay her head against his cock and smiled up at him, then patted her belly. "Always happy to give your cum a good home."

At these words he began to stiffen again, so he sat up and grabbed her. "What...what are you doing?" she whispered. Without answering, he picked her up and threw her on her stomach, then spread her legs and raised her tail. He took a moment to admire her shapely ass and swollen pussy, as she turned her head over her shoulder to see what he was doing. Then he slapped her on one cheek, leaving a red mark and causing her ass to jiggle. She threw back her head and cried out, "AHHH! I've never been spanked before!!" He did it again, this time even harder. Then he spoke.

"Do you like that?!" He struck her again.

She arched her back and spread her legs even further. "Goddess, yes! More!!"

He picked her up under her hips, lined his cock up to her hot, wet, slick pussy, and slid inside. He grunted as he thrust over and over while spanking her, and she yelped each time he did. "Ah! Ah! Ah! What are you DOING to me?!"

"Fucking you..." he growled as he pounded her senseless. Her eyes rolled back in her head and her tongue lolled out as she endured her sexual punishment and reached new heights of pleasure. Her entire body was rocked forward with each thrust so that he had to grab her hips to hold her steady, or she soon would have been fucked off the bed.

Then he pulled out and placed her on her back, being careful not to damage her wings as she gazed up at him in confusion. He spread her legs again, lined his meat up to her cunt, and proceeded to fuck her from the front as he grabbed both her front hooves and held her down. Being an alicorn, she was magically sensitive in her wings, hooves, and horn, so when her hooves were gripped she closed her eyes and screamed as she came in torrents. She shook her head from side to side as her pussy convulsed again and again, both from the contact to her hooves and from the pounding of his cock. He let her hooves go and wrapped his arms around her as he continued to thrust in and out. She wrapped her forelegs around his neck and fastened her mouth to his as they furiously kissed, their tongues doing battle with each other. Her back legs flailed helplessly as she was being bounced up and down into the mattress, but still, he pounded her without mercy. She threw her head back and moaned "So good! So good!" with each thrust. She then latched onto his mouth with hers again.

After a few minutes of steady fucking, during which he alternated biting her neck and kissing her, he released her mouth and yelled, "I'm cumming!" When she heard that, she tightened her back legs around his hips.

"Cum inside me!" she screamed. "Please!" She held on for dear life as he roared and coated her insides white, causing her to also cum once more as her screams matched his. His dick pumped semen into her over and over, and she felt each and every pulse. It became too much for her, and with a last sigh, she passed completely out. Alex pumped her limp body a few more times, getting all of his spunk out of his dick and into her tight pussy, then supported himself on his arms and gazed down at her. She was lying with a smile on her face and all her legs spread out. He leaned down and kissed her on one cheek, then slowly pulled out of her, releasing a flood of cum. He got up, quietly got dressed, and covered her with a blanket. I guess I don't get to hear that story after all. Then he left.

About an hour later, Alex went out to his house to check on the arrival of his bed. With him went Applejack, Apple Bloom, and Big Mac. While they waited, Apple Bloom had an announcement. "Ah checked with mah teacher if'n it was alright, but we'd love to have you as a guest at mah school if'n you'd like to come! Please say yes!"

Alex smiled. "When is this?"

"Tommower, okay?" She gazed up at him.

How could he resist such a look? "Sure, I'd love to come. What time?"

"Around ten is when we're expectin' you," she replied.

Alex smiled again. "I'll be there with bells on!"

All the ponies exchanged puzzled looks at this last, but then they all shrugged and dismissed it as some sort of "human" thing. Just then they all looked up and saw a cart approaching, being pulled by two Earth pony stallions. When they got in front of the house, they unhitched themselves, and one took out a clipboard. He looked down at it as he said in a bored drawl, "Which one o' youse is Alex the Human?"

Alex and the Apples all looked at each other, then Applejack said, "Cain't you tell?"

The stallion exchanged a smirk with his companion and said, "Look miss, we don't get paid to think, we get paid to just move stuff from one place to another. Now, which o' youse is the customer?"

Alex raised his hand. "That would be me." The stallion gave him the clipboard and a pen.

"Sign here." Alex signed it and handed it back. "Now, where do you want this set up?"

Wow. "In the bedroom would be nice," he replied, trying to keep the sarcasm out of his voice.

"Cool." They both turned to the cart and began unloading it, revealing a huge bed frame and mattress. As they were pulling the whole affair towards the house, Rarity, Rainbow Dash, and a freshly-showered but still somewhat woozy Twilight appeared. She was wearing saddlebags, and her gait was decidedly bow-legged. She put on a sappy grin when she saw the big Human. Apple Bloom turned and stared at the way she was acting, then looked up at her sister.

Applejack took one look at Twilight, frowned, then covered Apple Bloom's eyes. She quickly turned to Alex and said, "Congratulations on the new house, Alex! We'll be seein' you!" Then she hurried Apple Bloom off as Big Mac followed.

But not without a question from the curious filly. "AJ, why is Princess Twilight walkin' like that?"

Applejack pushed her along faster. "No reason, sugarcube! Let's go!"

Apple Bloom got in one last wave before they all disappeared down the road. "Goodbye, Alex! See you tomorrow!" Applejack gave Twilight a dirty look over her shoulder, then they were gone. Rainbow Dash smirked as she looked at the purple alicorn.

"I see somepony had some fun recently!"

Twilight had the grace to blush, then changed the subject. "I forgot to give you this earlier, Alex." She took out of her bags another bag of bits and gave it to him. "These are for expenses, provided by the Crown, for your new house."

He took it and smiled down at her. "Thanks, Twilight. I was running a bit low." He looked up at the others. "What say we all have pizza at my new house?" He jiggled the bag. " I'm buyin'!"

"Why don't you first invite us all in, so we can see your new place?" asked Rarity. She then struck a heroic pose, standing on her hind legs with one hoof on her hip and the other in the air. "And after that, the Oral Sex™!"

Rainbow Dash laughed and clapped her hooves as she hovered in place. "Great idea, Rares! Let's go see if that bed is ready yet!"

Alex gave a dumbfounded look at Twilight while the pegasus and the unicorn disappeared into the house. "You mares are crazy, you do know that, right?" Twilight just shrugged.

"I...think I'll be going home now. You gave me quite the workout earlier. I'm not sure I can take much more so soon." Alex dropped to one knee and kissed her, then she turned and hobbled away for a few steps, then took wing. He watched her go, then turned toward the house just as the two workers were coming out.

"You're all set up, buddy. Make sure you tell all your friends about our service!" said one. Then they waited while staring up at him. The moment got awkward, then one cleared his throat and stuck out his hoof. The light dawned in Alex's eyes and he reached into his bits' bag and took out a handful and gave it to him. The stallion smiled at the amount and tipped his hat. "Thanks again, dude! You're a great customer!" They both hitched themselves up to their wagon and left.

Alex sighed, then opened his front door and looked around. The carpet had been installed, but other than that there wasn't a stitch of furniture. Off to his right was the kitchen, with the sink, island, and enchanted refrigerator. Further in was the living room with the fireplace. To the far left there was a door leading to what must be the downstairs bathroom, and to the right of that, there were the stairs leading to the upper floor. He went to the stairs and called out, "Rainbow? Rarity?"

"Up here!" called Rarity.

"Yeah, get your butt up here, pal!" added Rainbow.

Alex slowly climbed the stairs, walked down the hallway, then opened the bedroom door. There, sprawled across his huge mattress, were the two ponies. They looked at each other and giggled, then both beckoned to him. "Come lie down, handsome! Plenty of room for us all on this big bed!" said Rarity. Alex took a few steps closer, but Rainbow held up a hoof.

"First, take off those clothes! Don't want anything to slow this party down!" Alex quickly disrobed then lay down between them, his arms behind his head. "Aww, yeah!" said Dash as she and Rarity began kissing him. "Here we go!" They started on either side of his face, then took turns driving their tongues inside his mouth. They licked his neck, then nibbled their way down his chest as his breathing became labored. When they saw his cock erect and throbbing, Dash called out, "Dibs!" and began lovingly sucking it. She closed her eyes and moaned, bobbing her head up and down and leaving a shining trail of saliva all along the shaft, her wet lips clasped firmly around it. She stopped only long enough to whisper, "Mmmm...time to suck all the cum out of this cock..." then resumed slurping.

Rarity pouted and said, "There's plenty for us both. Move over..." as she also licked the shaft, then moved down to his balls. Both their asses were pointed towards his face, so he took his hands and started massaging their pussies, which made them both gasp. Soon, their juices covered his fingers and they started to quiver, as their sucking and licking became more frantic. Their eyes met over the cock as their tongues danced and swirled and teased the head. Their open mouths were so close they could feel each others' breath as they continued to lick and slurp all over the cock. Their tongues touched each other as they lapped up the precum that was flowing from the dick, and both their eyes grew wide. Then they kissed, keeping his cock between their mouths as they tongue-wrestled and moaned.

Alex watched them through a haze of pleasure. "That is so hot..." Then he drew a sharp breath, arched his back, and released a fountain of cum, which fell on the delighted faces of the two mares. Rarity quickly grabbed Rainbow by either side of her head, placed her mouth-first over the cock, and began forcing her head up and down.

"Suck. That. Dick. Slut!" she whispered. Dash had no choice but to have her mouth filled to the brim with cum as she was being roughly violated. Finally, after Alex stopped bucking his hips, Rarity released her and she sat up with cheeks bulging. Rainbow raised an eyebrow and smirked at her, then without warning she grabbed her, planted her mouth over hers, and pushed the cum into her mouth. Now it was Rarity's turn for her eyes to widen as she was forced to swallow load after creamy load of hot semen, moaning as she did so.

Finally, they broke the kiss, a trail of cum still connecting their wet lips. They looked at each other through half-closed eyes. "You have cum on your face," Dash said.

"So do you," replied Rarity. Without another word, they began licking it off each other, until they'd gotten every drop. Then they both turned their attention to Alex, and made sure they hadn't missed any on his cock or his balls.

When he was clean, Dash wiped her mouth and smiled at Alex. "How was that?"

He could barely speak. "That...was...amazing...!"

"Good. Then my debt is paid." She started to get off the bed but stopped when he growled and sat up.

Both stared at him, then looked at each other. "What...what are you going to do?" asked Dash.

Alex went to his knees and grabbed her by her hips. "You're gonna be first..." as he lined himself up and plunged inside her. She yelped as her eyes grew wide and her wings extended.

"Oh! Oh! Oh!" she cried out with each thrust. "He's...fuck...ing...me, Rarity! I...wasn't...ex...pec...ting...this!!" But Rarity just caressed her mane and spoke soothingly to her.

"Just enjoy it, darling. I know I will..."

Alex buried his hands in her ass and increased his pace, causing her to arch her back and cry out all the more. Rarity put her lips to her ear and whispered, "Do you like it...?" But Dash just lolled her tongue out as her eyes rolled up in her head. Rarity licked her ear and repeated herself. "I said, do you like it?"

"Oh! Oh! Oh! YES! Yes, I love it!!" screamed Dash. Then Alex grabbed her wings and she lost all control as her pussy convulsed and spasmed and squirted. He released her and she pitched forward onto the bed, completely exhausted. He slowly pulled out of her and turned his attention to Rarity.

"You're next..."

The next day Alex got up early and went to Barnyard Bargains to buy some essentials: towels, washcloths, a toothbrush, soap, linens, and some kitchen things. When he got to the checkout line, most of the ponies moved out of the way but some remained, staring unashamedly up at him. He smiled at them, kept his thoughts to himself, and waited his turn. He could hear whispering all around him, which he did his best to ignore.

When his turn came at the register, he placed all his purchases on the counter and waited. The young clerk just stared up at him, frozen. He tried smiling at her, which proved to be a big mistake. When he did, she focused on his sharp canines and her eyes grew even wider. In his most soothing voice, he said, "Something wrong, miss?"

"Are...are you going to...eat me?" she shuddered.

In an effort to make her laugh, he said, "What's today?"

She looked confused. "Thur...Thursday? Why?"

"Well, there you have it! I never eat young ponies on Thursdays! It's against my religion!" She just blankly looked at him. "It's a joke." He tapped an imaginary microphone. "Is this thing on?" She kept staring for a moment, then her shoulders slumped and she visibly relaxed.

"You're weird like my Dad."

Alex shrugged. "I've been called worse. Now, can we finish here?"

He finally got a small smile out of her as she began to ring up his items. "Okay." Once she'd finished and bagged everything up for him, she added, "Your jokes are terrible."

He gave her a wink as he picked everything up and turned to go. "I'll work on them."

Before he made it to the door, she called out, "What's your name?"

He looked back over his shoulder. "Alex." Then he was gone.

He had about an hour to get showered and make it to the school on time, so he hurried home.

So he didn't see Roseluck following him, watching his every move.

Apple Bloom quickly realized she couldn't "walk like a Human" over great distances, so she saved it for whenever she'd reached her destinations. That's why her friends Scootaloo and Sweetie Belle looked at her funny when they all got to school and she perched up on her hind legs and started walking.

"Apple Bloom...what do you think you're doing?" asked Scootaloo.

"This is how Humans walk. Ah wanna be just like him!" she answered. Sweetie Belle glanced around and saw all the other fillies and colts beginning to look their way.

"Apple Bloom, you're making a scene. Cut it out," she whispered. But it was too late. Diamond Tiara and Silver Spoon spotted them and smirked as they came over.

"What are you blank-flanks up to now?" laughed Diamond.

Silver stared at her standing the way she was, then her eyes grew bright as realization dawned on her. "She's imitating that freak she had in her house!"

Apple Bloom turned on them. "He's not a freak! He's mah friend, and you'll see when he gits here!"

Scootaloo came to Apple Bloom's defense. "Princess Celestia said we have to treat him with respect, so Apple Bloom's right! He's not a freak!"

Diamond Tiara turned away laughing, followed by Silver Spoon. "Whatever!" said Diamond over her shoulder. "You're all still losers!" Once they'd gone, Apple Bloom's friends spoke to her quietly.

"We're on your side, AB, but can you please stop drawing attention to us like that?" said Scootaloo.

"We know you like the Human, but save it for when he's here, okay?" added Sweetie. Apple Bloom sighed and dropped down to all four hooves.

"Ah'm sorry guys. Ah didn't mean to embarrass ya'll." Just then their teacher called them all in to class.

"Come take your seats, everypony! We're about to begin!" cried Cheerilee. All the kids filed in and took their seats. Cheerilee stood at the front and said, "Now as you all know, we're going to have a special guest joining us today! You may have seen him around town these past few weeks, but today you'll all get the opportunity to ask him questions." One filly raised her hoof. "Yes, Twist?"

"Ith he dangeroth?"

Cheerilee smiled. "No, dear. I've been reassured by both Applejack and Princess Twilight Herself he's no danger to us."

A colt raised his hoof. "Yes, Pip?"

"Where does he come from?"

"You'll get the chance to ask him that yourselves." She turned to the blackboard. "In the meantime, take out your math books and turn to chapter twelve." She wrote some equations on the board. "Who can solve these?"

For the next two hours, they covered math and history. Apple Bloom was hardly able to concentrate as she kept looking both at the clock and glancing back at the door. Finally, a few minutes before ten, there was a heavy knock on the door and she almost leapt out of her seat. "That must be our guest! Come in, please!" called the teacher.

The door opened, and Alex bowed his head to get through it. All the fillies and colts went "ooooo" when they saw him. He waved and smiled, then took a spot at the front near the teacher. "Hi, kids. It's good to be here." He waved at Apple Bloom. "Hi, sweetheart." Apple Bloom blushed and waved back.

Cheerilee, despite her reassurances, couldn't help but feel a bit nervous as she stared up and up at him. She'd only ever seen him from a distance, and that had only been once. She wasn't prepared for his sheer size and presence, so it made her slightly tongue-tied. "Wel...welcome to our sch...school, Alex. Umm...why...why don't you tell us a bit about yourself?"

Alex placed his hands behind his back and took a deep breath. "Well, there's not a lot to tell. I come from a planet called Earth, though I'm not sure how I got here. I was just as surprised as you all were to find out I could speak the same language, which has been a big help. The Apple family really helped me out when I first came here, giving me work and a place to stay, and later became my friends. That's pretty much it."

"And that was very interesting, wasn't it, class?" said Cheerilee. "Does anypony have any questions?" Several kids raised their hooves. "Okay, one at a time. Alex, you decide."

Alex looked around, then pointed at a filly wearing a tiara. "You, cutie. What's your question?"

Diamond smirked at her friend Silver before saying, "You look like a big, hairless ape! How strong are you?"

Before he could answer, Apple Bloom rounded on her. "He ain't no ape! An' he's plenty strong! In fact, he's even stronger than mah brother, an that's sayin' somethin'!"

Diamond Tiara glared back at her. "Prove it!"

Apple Bloom looked around, then pointed. "Ah bet he can lift Miss Cheerilee with ONE hand!"

Alex inhaled sharply. "Ooo, I...don't think that's a good idea."

Diamond's smirk grew even bigger. "Why not? You can't do it, can you?"

Alex cast a worried look at the teacher. "It's not that, it's..." he bent down to whisper in her ear. She turned bright red and quickly addressed the class.

"No, he won't be lifting me, and that's final! Think of something else!"

Diamond looked out the windows, then got a wicked grin. "How about that boulder on the far side of the playground? Bet you can't lift that!" All the class got up to look out the window, including Alex. Apple Bloom looked up at him.

"You can do it, Alex. Ah know you can!"

Alex stared at it. It was easily half his height, and about his length. On Earth, he knew he wouldn't have a prayer of even budging something that large, but here, he might have a shot. Besides, the way the little filly was staring up at him? How could he say no? Alex cracked his knuckles. "For you, Apple Bloom? I'll try." He led the way outside, as the entire class and the teacher followed him. Apple Bloom followed on two hooves in a gesture of solidarity, while Diamond and Silver snickered behind her. Several ponies who were trotting past the school stopped to watch when they saw the strange being come outside surrounded by all the children, wondering what was going on. He walked up to the big rock, then removed his jacket, revealing his white t-shirt. Without further hesitation, he bent down, got a good grip on either side of it, and heaved.

Nothing happened.

"Hah! I knew he couldn't---" began Diamond, but the insult died in her throat as the air was filled with a sudden ripping sound. As they all stared with mouths open, his muscles tore through his shirt, and the boulder began to rise. Slowly, inexorably, it was pulled free from the earth as Alex roared and lifted it above his head, his shirt in tatters. All the children broke out in cheers, but none were louder than Apple Bloom.

She was jumping up and down and screaming, "Ah knew he could do it!! Ah knew it!!"

Alex held it in place for a few more moments, slowly set it back, then looked down at the remains of his shirt. "Rarity is going to kill me..." He was suddenly assaulted by a little filly running into him and hugging his leg as hard as she could. He bent down and picked her up, and she wrapped her hooves around his neck as far as she could reach. Miss Cheerilee was flushed as she fanned herself, unable to take her eyes off him.

"Oh my! That was...impressive..." One or two of the spectators fainted, while the others had the same reaction as the teacher. Maybe that Human was worth getting to know after all!

Alex picked up his jacket, carried Apple Bloom back into the classroom and set her down, then turned to leave. Before he made it to the door, Cheerilee stopped him and gave him a piece of paper.

It was her address.

Later that night, Spoiled Rich was trotting past her daughter's room, when she stopped and did a double-take. "Diamond! Why are you walking like that?!"

Diamond dropped down on all four hooves and blushed. "No reason, Mama."

"Well, stop it! It's indecent!"

Diamond pouted. "Yes, Mama."

But little did the adult ponies know, it was the start of a trend.

Clearing the Air

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Concerning his deed with the boulder, word of it quickly spread around town, and while the majority didn't believe any creature could lift something that large by themselves, there were enough witnesses to keep the rumor alive. As a result, Ponyville's younger population began walking on their hind legs at every opportunity. Rarity's and other clothing shops had rush orders for black sweat bottoms, white t-shirts, and black jackets, "just like the Human wears" for Nightmare Night. Most parents had Applejack's view of the matter: it was a harmless phase the kids would quickly grow tired of. But as for the parents of developing teenagers, it was an entirely different situation.

Though adult ponies, for the most part, tended to give Alex his space and avoid him without being overtly rude, he couldn't go into town anymore without having a filly or colt run up to him for attention. Friday was a busy day for him, as it was the day the rest of his furniture had been delivered, so after setting it all up he needed to pick up a few more things for his home. He was just coming out of Barnyard Bargains again that afternoon, when all of a sudden he heard, "Alex! Alex!" He turned around to see several fillies and colts break free from their parents and run up to him.

He smiled and set his purchases down, then sat cross-legged on the sidewalk as they gathered around him. "Hi, kids." The fillies were suddenly shy and blushed as they looked up at him, but the colts immediately set themselves on two hooves and stuck their little chests out, in imitation of their hero.

The parents watched from a distance and talked among themselves, not without some trepidation. While they were all well aware of Celestia's command concerning the Human, it was quite another matter entrusting the safety of their children to the big, scary alien. Still, the children all seemed to like him, even the shy fillies. Indeed, as they watched, one of the fillies overcame her shyness and climbed up on his lap. Her mother stiffened and grabbed the shoulder of her husband, and was within a second of calling out to their daughter to come away from the Human, but she was saved the trouble. Another filly, whom they all recognized as that apple seller's little sister, ran up to the group of children and shouted, "Git offa him! He's mine!" then violently shoved the first filly off the Human's lap. The Human caught her before she fell, but the second filly immediately took her place on his lap and glared at the other children. The little filly ran crying to her parents, who were quick to comfort her as they watched the Human. They saw him lift the apple seller's sister...Apple Bloom, that was her name...up so his mouth was next to her ear and whisper something to her. She shook her head a few times, then as he continued to speak to her she slowly nodded. Once she did, he rose to his feet and carried her over to them.

He set her down in front of them and said, "Apple Bloom has something she'd like to say." He looked down at her, while she stood with a red face and stared at the ground. "Go on, sweetie," he prompted.

She shuffled her hooves and mumbled, "Ah'm sorry Ah shoved you. Ah won't do it again." Then she looked up at Alex with trembling bottom lip and tears in her eyes, then she turned and ran off, crying as she went.

Alex sighed as he watched her go, then said to the parents, "I'm sorry too. She's...a bit jealous of other children being around me. I'll go talk to her." The parents exchanged a look with each other, then the Dad spoke.

"We...didn't know you cared about such things." Alex gave a rueful smile. These ponies would never understand him.

"Of course I do. Kids are my favorite." He looked down at the still-weeping filly, bent on one knee, then held out his arms. "May I?" he asked the parents. They looked down at their daughter, then nodded. Alex gently cradled her up against his chest and gave her a hug, patting her on her back. "Sorry about that, sweetheart. Hope you feel better." She sniffed, wiped her eyes, and smiled at up him as he set her back down. Then he went to gather his purchases, said goodbye to the remaining children, and made his way to Sweet Apple Acres, leaving a crowd of stunned adult ponies in his wake. The single mares that had been going out of their way to avoid him began to look at him with new eyes.

Minuette watched him walk away, turned to the others, and said, "I didn't know he was like that around kids. That's...impressive!" One or two licked their lips as he disappeared down the road.

"Did you see that chiseled butt? I bet he can put some power behind that dick of his!" May said. The others gave her a shocked look.

"We thought you didn't like him, May!" said Cherri.

May looked unperturbed as her tail slightly flagged. She sighed. "I've changed my mind. He's a piece of beefcake, he's good with kids, and I hear he made Rarity walk bow-legged for a couple of days." The others chortled at this last.

"Oh, Rarity! That skank will take dick any way you serve it to her! We all know that!" said Daisy.

The laughter continued. "She's not the only one. My cousin said she saw the alien leaving the Library one afternoon and about an hour later, our own Princess Twilight left with a "freshly fucked" look on her face!" said one.

"No!" said all the others.

"So our high and mighty Princess likes cock as much as we do! I bet she likes it in the ass as well!" said Minuette with a smile. Tears were streaming down the faces of all the mares as they all formed a mental picture.

"Now there's something I'd like to see! Twilight screaming as a big dick is getting rammed inside her!" laughed Daisy. This sent the mares into a fit that took several minutes for them to recover. After the amusement had died down, one more had an announcement.

"Well, you girls can do what you want. I still think he's a big, hairless monkey, and I won't go anywhere near him. Big dick or not." The gaggle of gossips all continued their laughter as they made their separate ways home.

Pinkie had been doing some shopping of her own, and as a result, had been close enough to hear all they'd said about her friends, and it made her blood boil. But she'd learned long ago not to confront such mares, as it only made things worse. Even so, that wasn't what was really troubling her. She'd also heard all that had transpired between the children and Alex. She frowned, as she began to have second thoughts about her plans to seek revenge on him.

One of the "gossips" waited until she was out of the eyesight of the others, then dropped her mask of amusement and hurried to her base of operations. There, she pulled up all detailed notes and photographs concerning all the intel she was able to gather on the Human and his interactions with certain ponies and added the latest events. In a few days, her report to Celestia would be ready to submit.

Apple Bloom didn't stop running until she'd reached her home, gone up the stairs to her room, and slammed the door. Her sister called out to her, "Whoa, sugarcube! What's the matter?" But she didn't answer. Applejack exchanged a worried look with her brother, and they both climbed the stairs and cautiously opened her door. "Apple Bloom? You alright?" She had her face buried in one of her pillows, and she was sobbing. They went to either side of her bed and sat down. AJ laid a gentle hoof on her back. "What's goin' on, sis? You can tell us."

With a hitch in her voice, she said, "It...it's Alex! He...he doesn't like me anymore!"

Big Mac also patted her on her back and said, "Ah'm sure that ain't true, muffin."

She turned to face them. "It is true!" She told them all about what had happened in the square, and how mean Alex had been when he'd made her apologize for something that wasn't her fault. "He likes them other kids more than me! It ain't fair! We took him in when nopony else would, we were his friends first, none o' the other kids believed in him but me!"

As carefully as she could, Applejack said, "Honey, it's wrong to go pushin' other kids. Even if'n you think you got the right. Alex did the right thing." She held up a hoof just as Apple Bloom was about to protest. "But that don't mean you ain't special to him. Sometimes, grown-ups gotta do stuff kids don't like, fer their own good. That's all."

"An' besides," added Big Mac, "You know we still love you."

She sighed and gave them both a hug. "Ah know..." There was a knock on the front door.

Applejack looked down at her. "Ah think Ah know who that is."

Apple Bloom's eye's grew big. "Ah don't wanna talk to him!"

"You sure?" Apple Bloom frantically nodded. "Okay...Ah'll tell him..." She got up and went downstairs to the door. Opening it, she saw Alex standing there. He had several bags with him, which he'd set aside. Applejack looked at them, then up at him. "Ah see you've been doin' some shoppin'."

He nodded. "Is she alright?"

Applejack sighed. "She's fine. Me an' Mac are talkin' to her." She hesitated, then added, "She...doesn't want to see you."

Alex nodded as his shoulders slumped. "I was afraid of that, but I understand." He turned and picked up his packages. "Please tell her I care about her."

She smiled. "Ah will."

He started down the walkway, and made it as far as the path, when he heard, "Alex! Wait!" He turned around and there was the little filly running towards him. He dropped his packages and bent on one knee as she launched herself to him and hugged him on his chest. She buried her face in his shirt as she mumbled, "Ah love you..."

He smiled as he hugged her to him. "I love you too, Apple Bloom." She looked up at him.

"You mean it?"

He patted her on her back and smiled again. "Of course. Your family were the only ones that took me in, gave me work, accepted me when no other ponies would, and you all were my first friends."

Apple Bloom laughed. "That's what Ah said to mah brother and sister! You do understand! Ah'm so happy!"

He gave her a kiss on the top of her head, then set her down and stood. "Then maybe you'd like to help me decorate my house for Nightmare Night? It's tomorrow, and I could use some pony help."

Her face brightened. "Could Ah?!" She turned back to the farmhouse, where both her siblings had been watching from the front door. "Alex needs some help with the decorations fer his house! Can Ah help him?"

Both of them smiled. "Have her back afore sundown, Alex," called out Applejack. Alex waved, picked up his packages, then he and the little filly made their way to his home. Once there, they spent the next two hours decorating the place for Nightmare Night, with a carved pumpkin, pony skeletons, and other ghostly objects. Alex got out a big bowl for all the candy, to which Apple Bloom helped herself before he stopped her, not wanting her to ruin her dinner. Once all was done, they stood outside the house and admired their work.

"Now that's nice an' spooky! Just right fer tommower!" exclaimed Apple Bloom. She looked up at him. "Are you gonna dress up?" He shook his head.

"No, I think I'll stay home and welcome all the little ghosts and goblins. It's how I did things back on Earth."

Her face became sly. "Ah know the grown-ups have their own parties after the kids go to bed. Are you sure you ain't gonna go to them? From what Ah hear, they're lots of fun~!"

Alex cleared his throat nervously. "Maybe..." He glanced at his watch. "Oh, gee, look at the time! Better get you home!"

As they came within sight of the farm, Apple Bloom smiled up at him and said, "Alex, you ain't gotta worry about me. Ah don't care what you an' the adult ponies do together. Just so long as Ah'm yer favorite one around the kids."

Alex blushed as he looked down at her. "And what do you know about what adult ponies do?"

She laughed at his red face and said, "Ah'm a farm pony! Mah brother an' sister think Ah don't know, but Ah ain't stupid!"

Alex really turned red and picked up his pace. "Wow. Oh, look! Is that Sweet Apple Acres? Well, goodbye! Thanks for helping me!" He turned and ran back home, her laughter following him. She shook her head and walked the rest of the way back to her home, chuckling at how silly adults could be sometimes.

Alex smiled to himself as he walked home. Kids sure do grow up fast, he mused to himself, as he thought about his plans for the rest of the day. He looked up at the setting Sun, casting its golden light upon the eaves of his house, and did a double-take. There was someone lying across his threshold! As he drew nearer, he recognized her as the baker's assistant...Pinkie...that was her name. When he got within a few feet, she must have heard him, for she sat up, yawned, wiped her eyes, and looked at him. "Hi, Alex. It's about time you got back."

He stared at her. "I've only been gone a few minutes. I was walking Apple Bloom back to her farm. What are you doing here?"

"I needed to talk to you. Can I come in?"

Alex shrugged. "I guess." He walked past her and opened the door as she followed him inside.

She looked around in wonder as she took a seat on the couch. "It's so big in here!"

Alex went to the kitchen to prepare some drinks. "Yes, well, they made it for my size. Would you like some coffee, tea...or something stronger?"

Her eyes brightened. "Got any beer?" He stopped and stared at her, then bent over to look in his fridge. He took out two ales, opened them, then came around and gave her one as he took a seat across from her. She upended it and took a long swig, then wiped her mouth and burped slightly. "Excuse me..." He smiled as he sipped his own.

"That's quite alright. I didn't know you mares liked beer. I thought only the stallions did."

She took another swig before answering. "Most don't. But I usually get requests for it for some of my adult parties." Then she looked down and grew slightly red. "Speaking of which, I promised you a party. That's why I came over to talk to you." She met his eyes. "I haven't done it yet because I've been mad at you. Or I was."

Alex raised his eyebrows. "Mad at me? Why?"

She looked away again and tapped a hoof on the arm of the couch. "Because of that little...ahem..."party" you had with the Cakes."

Alex raised his hands. "Hey, that wasn't my idea. That was all them." She nodded.

"I know. And I don't blame you for it anymore. Especially after seeing how nice you were with those children today."

"You saw that?"

She smiled and nodded again. "You have no idea how attractive that is for a male to be that good with kids! Or how rare! Usually, single stallions have no time for children." She leaned forward. "Why are you like that? Is it common on your world?"

He shook his head. "Not so far as I've seen. And I guess I'm like that because I have a younger brother I'm close to."

She inclined her head. "Aww. How old is he?"

Alex's eyes turned inward. "He's Apple Bloom's age. And...can we not talk about him? Thinking about my family back on Earth really makes me homesick. I'd rather not feel that way."

Pinkie's hoof flew to her mouth. "I'm so sorry! I didn't mean to upset you!"

He waved a hand. "Don't worry about it. I'm okay." He finished off his beer and looked at hers. "Can I get you another?" She took a last sip and smirked at him.

"Are you trying to get me drunk?"

He started to protest, but then stopped when he saw the way she was looking at him. He couldn't see it from his current angle, but he knew she had an ass that could rival Rarity's. He smiled back as he got up to get more beer. "Maybe..."

She watched him with a smile. "Then you'd better have something stronger than beer. I'm a party pony! I could drink you under the table!"

He raised up from the fridge and looked at her. "Is that so?" He went to his liqueur cabinet, took out his one bottle of scotch and a couple of shot glasses. "This was a present from Applejack. Let's crack it open."

She patted the seat next to her and accepted her glass. "You're on, Human!" He poured them both a shot, then they clinked glasses and tossed them back. She sighed and held out her glass. "Hit me again!"

Twenty minutes later, they were both feeling no pain and the bottle was almost empty. Alex held his head. "Whoa...I think I've had my fill...the room is starting to spin..."

Pinkie focused her eyes on him with some difficulty and went, "Pbbbt! Lightweight! I'm just getting started!" Then without warning, she fell over backwards onto the couch with all her legs spread out, inadvertently exposing herself, and began snoring. Alex got an eyeful of her soft pussy and teats, sighed, then got up. He found a blanket, placed it gently over her, then turned out the lights and staggered up to bed.

**********

In the wee hours just before dawn, Alex heard a knock on his bedroom door. He looked over at the clock, frowned, then called out, "Who is it?"

A small voice said, "It's me, Pinkie. Can I come in?"

Alex rubbed his eyes and sat up. "Sure." Pinkie opened the door and stood there, looking down at the floor. Alex waited. After some moments, she spoke quietly.

"I was really drunk last night. What happened?"

Alex swung his legs out and placed his feet on the carpet. "You passed out, so I put a blanket over you and went to bed."

She stared at him. "You...didn't take advantage of me?"

He frowned. "Of course not. That wouldn't have been right."

She looked away again. "Don't you think I'm pretty enough?"

He got up and knelt on one knee in front of her. "Of course I think you're pretty. But that's not the issue. I can't have sex with a passed-out girl. It's akin to rape."

She looked sideways up at him. "I'm...not passed-out or drunk now..." He stood and looked down at her.

"So I see..." He thought for a moment, then he froze and stared out into the hallway. "You hear that?!"

Her eyes grew big and she looked frantically around. "What? I don't hear anything!"

He held up a hand. "There it is again!" Suddenly, he pulled down his pants and underwear, exposing his dick. "Quick! Put my cock in your mouth! No time to explain!" With eyes wide, she took him into her mouth and looked up at him. "Suck! Before it's too late!" She frantically began sucking and bobbing her head up and down. He buried his hands in her cotton-candy mane and began matching her bobs with thrusts of his own. "Ahhh...that's it...just like that..." She closed her eyes and moaned as his cock and his hands started to send waves of pleasure through her. She stuck out her tongue and lapped his balls while he was buried in her throat, a trick even Rarity hadn't been able to do. This mare had no gag reflex!

She gave him the bedroom eyes as she sucked and slurped, watching his reaction as she worked. Her saliva coated his dick and made it nice and slippery, just right for sliding in and out of her tight throat. For several minutes she took him in and out of her hot mouth, as her soft lips caressed every inch of him. Finally, his thrusts became more frantic, and she braced herself for a flood. With one last deep moan, he buried himself in her mouth and unloaded a torrent of hot cum, as she watched him the entire time. She sucked and swallowed it all, then pulled back and let him fall out of her mouth with a sigh. "That was... delicious!" She swiveled her ears around and said with a smile, "Are we safe now? Did my blowjob ward off the "danger?" "

Alex placed his hand behind his head and said, "Yeah, well...that was just a jo---" She held up a hoof.

"You hear that?!" He looked around.

"Huh?"

"Shh! There it is again!" She ran to the bed, hopped up on it on her stomach, spread her legs, and looked back at him. "Quick! Put your dick in my ass! No time to explain!"

Alex climbed up behind her, grabbed her hips, and lined himself up, then slowly slid between her ample buttcheeks, moaning as he did so. She arched her back and sighed as he entered her, spreading her legs even further as her ass jiggled and bounced with each thrust. "Yes! YES! Harder! Faster! More!" He increased his pace and clenched his teeth, driving his cock deeper and deeper into her tight, warm depths. She stuck out her front hooves and braced herself against the headboard, pushing back against him as he pumped forward. "Pull my mane!" she screamed as her first orgasm overtook her. He gladly complied, grabbing a handful of her soft, pink mane and giving it a tug backwards, forcing her head towards the ceiling. Her asshole convulsed and spasmed and tightened around his cock as she came, and her pussy gushed marecum all over the sheets.

In between thrusts, he managed to moan, "Your...ass! It's...so...tight!"

Her tongue was stuck out and her eyes were rolled back in her head, but she was able to answer, "Glad...ah!...glad...you...like ...it!" She panted further, then moaned, "Now...fuck...me...harder!" He let go of her hips and lay his full weight on her, driving her up and down into the mattress as she screamed in ecstasy. He reached forward and grabbed both her front hooves just as he came and filled her ass with his hot cum, while the combination of his hands on her hooves and his dick unloading in her ass almost made her lose her sanity from pleasure. He let go of her hooves, and their mutual screams died down to moans as they each fell limp. After a few minutes, he pulled out of her ass with a pop, and lay down beside her. She lay herself across his chest, kissing him and nibbling his neck. With one last deep kiss, she sat up and asked, "Can I use your shower?"

It was a very satisfied and bow-legged Pinkie that left the Human's house half an hour later, as she made her way to Sugarcube Corner just in time for her shift. Today was going to be busier than usual, for tonight was Nightmare Night.

Nightmare Night: Part One

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"Twilight, can I ask you a question?" Spike was staring out the window of the Golden Oaks Library at all the fillies and colts. He had just arrived that morning back from Canterlot, and the two of them were finishing decorating.

"Sure, Spike. What is it?"

He turned and looked at her with a frown. "Why are all those kids trying to walk around on two legs?"

Twilight put down the ribbons she was arranging and looked at him. She took a deep breath. "I think...I think they're all imitating the alien..." She braced herself for his outburst, but he remained strangely calm.

Spike looked away. "I thought so. I've been walking around on two legs forever, but some freaky alien shows up for a few days and all the kids are suddenly worshipping him."

As delicately as she could, she tried to explain."There's more to it than that, Spike. Alex did something really impressive a few days ago, and most of the kids were there to see it. That's why they're all acting the way they are."

He kept staring out the window. "What did he do?"

Twilight smiled, though she knew he couldn't see it. "Rumor has it he lifted a boulder that weighed several hundred pounds! Miss Cheerilee and her entire class saw it, as well as some ponies that were passing by the school. He's quite impressive!"

Despite himself, Spike couldn't keep the look of admiration off his face, but he quickly snuffed it down. There was only one point he wanted to be cleared up. He turned on her again. "This would be the same alien that had sex with Rarity, wouldn't it?!"

Twilight blushed, and said in a small voice, "Spike, they're both adults. They---" she stopped when he held up a claw.

"And I guess I'm still just a baby, is that it?"

Twilight threw up her hooves. "That's just it, Spike: We don't know enough about dragons to understand your age cycles! You could be an adolescent, you could be an adult, but for all we know, including Rarity, you could very well still be a child!"

Spike clenched his claws and stared at the floor. "I don't feel like a child..."

Twilight sighed. "Spike, I know this is hard for you. But please, please try to understand. The Human has an effect on mares that's not his fault. Princess Celestia herself explained that when Humans arrive in Equestria, especially ones like Alex, they show up with completely different and unforeseen magic for which we are unprepared. From what I've seen, Alex is a good creature, in that he hasn't used his power to take advantage of anypony. Anypony he's...ahem..."been with" has been completely mutual...and consenting."

Spike stood there thinking, absorbing her words. Then, he looked up and met her eyes. "Like you?"

Twilight did blush, but she met his gaze unflinching. "Yes," she simply stated. Spike nodded, then turned to leave. "Where are you going?"

"To talk to the Human." She started to chase him, but he turned and stopped her. "I'm not mad, Twilight, and I'm not going to do anything foolish. I just want to talk. Don't follow me." She sighed and sat back down, as he closed the door and left. He knew the general direction of the alien's house, as he'd been with Twilight when she'd first commissioned it and had him send the scroll, but he'd never been there. So he just picked the right path and started walking.

As he walked, several ponies that knew him called out to him, but he was in no mood for conversation, so he absently waved and kept going. To his surprise, many of the fillies and colts he saw trying to walk on two legs also called out to him in admiration for his own ability to walk the way he did. This did nothing to brighten his mood, as he knew they were only doing it because of the alien, not him, even though he'd been there first. He even saw a few teenage ponies up on their hind legs, and this...this was an awkward sight. Unlike their younger siblings and cousins, these were developing ponies, so the upright position revealed parts of their bodies normally hidden from casual view. From the brief glance Spike got of their faces before he averted his eyes, this was a fact they all were well aware of, and were reveling in the attention. In a town where mares outnumbered stallions three to one, he saw far more female parts than he was used to, and was hard-pressed to keep his member under control. He looked around and saw the same strain on the faces of several other adult stallions and mares, and knew it all boiled down to that alien. He kept his eyes on the ground and quickened his pace.

Soon, he came within sight of the Human's over large abode, and he stopped a took a few moments to stare at it. He was breathing rapidly, so he also chose those moments to calm himself, keeping in mind his offclaw promise to Twilight "not to do anything foolish." As it was still before noon, he didn't know the alien's schedule, so he didn't know if it was a late sleeper, but he decided to knock anyway. After about a minute, the door opened, and there it stood, looking down at him. "Oh, hey! You're that dragon that hangs out with Twilight! What can I do for you?"

Spike clenched his claws and looked down at the ground. "Can we talk?"

"Sure, come on in." It stood aside and let him pass. Spike came in and looked around. The place was huge. As such, it was also somewhat intimidating, but he fought to maintain his focus. The alien settled on one of the recliners and offered Spike a seat on the couch. "So again, what can I do for you?"

Spike interlocked his claws together and said, "It's about my friends...specifically, it's about Rarity..."

"What about her?"

Spike took a moment to compose himself, and said in a low voice, "I've been in love with her since the first moment I saw her. But she's always looked at me as a child." And here he met the Human's gaze. "And here you show up, out of nowhere, and suddenly you're having sex with her! It's not fair!" His eyes blazed as he stared at the alien, and his breath was rapid. The Human held up a hand and asked one question.

"Did you ever make a move on her?"

The question caught him off-guard. "What...what do you mean?"

Alex repeated himself. "Did you. Ever. Make a move on her? Tell her how you feel?"

Spike forced himself to think of an honest answer. With some difficulty, he muttered, "No...no I never did."

Alex leaned forward. "Let me tell you something I've learned. The women on this world are much like the women on mine: they want to be told they're special to the guys that are interested in them. If Rarity sees you as a child, and you know you're not, show her you're not!"

Spike looked away, thinking. Then he said, "You're trying to help me. Why?"

Alex gave a lopsided smile. "Because I've been where you are, little buddy. Far too many times." He sat back and continued. "Can I tell you something else?" Spike nodded. "Most of the ponies in this town don't like me...it's only a very few that want to spend any time around me." He spread his hands. "They see me as an alien freak, no matter what I do or say."

For the first time, Spike smiled. "There's ponies that still see me that way too, and I've been here for years."

Alex sighed. "At least you belong here. I was whisked away from my home one day, with no way of getting back. If it weren't for the Apples or ponies like Twilight and Rarity, I'd be homeless, clothed in rags, and living in the Forest somewhere."

Spike frowned. "That...wouldn't have been right."

Alex shrugged. "It's a far better fate than what would have happened to a talking pony that showed up on my world!"

"What would have happened?"

Alex shuddered. "You don't want to know..."

Spike looked away, again thinking. Finally, he said, "I guess you and I have a lot more in common than I thought."

Alex smiled, then dropped to one knee and extended a hand. "Mares outnumber us, bro. We dudes have to stick together."

Spike returned the smile, then got up and clasped his hand. "You're right about that." Then he froze. A tingling sensation was shooting up his arm, which quickly turned painful. "Augh! It hurts! It HURTS!"

Alex immediately released his claw and shouted, "What's wrong?!" But Spike fell to the floor, holding his claw.

"What's going on?! What did you do to me?!" Alex picked him up and started to head for the door when Spike's screams increased. "Put me down! Put me down! It hurts!"

Alex dropped him and stood there helpless. "I'll go get help!" He turned and ran outside. As he ran, he saw a mare trying to make herself scarce in the bushes before he saw her, but it was too late. "You! Mare! Do you know Spike?!" She reluctantly came back into view and nodded her head. "Go in my house and keep an eye on him! I'm going to go get Twilight! Hurry!" Without waiting to see if she'd comply, he ran off.

The mare watched him go and cursed herself for her carelessness. Her curiosity had outweighed her professionalism. She was just supposed to observe and report, not get directly involved. This would not look good on her review to Celestia. She sighed and ran back to the house. Slowly opening the door, she peered inside. There, lying motionless on the carpet, was Twilight's dragon. His eyes were closed, and he appeared to have passed out. She walked up to him and gave him a poke with one of her hooves. He stirred and groaned, then called out, "Twilight?" He opened his eyes and looked at her. "You're not Twilight...you're..." She put a hoof to his lips.

"That's not important now. How are you feeling?"

Spike sat up, then looked down at himself and flexed his claws. "Strange...powerful...almost..." his voice trailed off. Her eyes grew wide, as before them, he began to change. His body grew larger...first a few inches, then a foot, then two feet. His chest and arms expanded, growing more muscular, and his legs, instead of remaining stubby, became long and chiseled. "What...what's happening to me?" His voice had become lower, to a deep baritone.

But the most prominent change of all, which she was not able to tear her eyes away from, was his male member. It expanded, growing out of its sheath until it was pendulous, reaching almost to his knees, with his balls becoming massive orbs. Accompanying this change was a heady scent of pheromones that entered her brain and caused her tail to flag beyond her control. Her mouth began to water, and she took an unsteady step back. But the pull was irresistible, and almost against her will she slowly approached him. Spike stared at her as she drew close. "What are you doing?"

She closed the distance and nuzzled him, taking a huge sniff. "I...can't help...myself..." At this point, she was putting off pheromones of her own, which Spike noticed. The combination of those and the way she was nuzzling him caused his cock to rise and his breathing to increase.

"St...stop..." he whispered. She kissed him on his neck, then pushed him over on his back.

"I...can't..." She took a moment to stare into his eyes, whispered, "I have to have you in my mouth," then drew herself slowly down his torso, to his cock, and wrapped her warm, soft lips around him. Spike arched his back and moaned as the mare drew her head up and down, licking, slurping, and sucking.

His first blowjob.

Alex didn't stop running full tilt until he'd made it to the Library, and rushed inside. "Twilight! Twilight! Come quick! Something happened to Spike!"

Twilight looked up in a panic. "Spike?! What happened?! Is he hurt?!"

Alex threw up his hands. "I don't know! I went to shake his hand when he started screaming in pain! Then when I tried to pick him up to bring him here, he started screaming again! We have to hurry!" He turned and rushed out the door, with her close behind. As they made it through town, she saw Pinkie out in front of Sugarcube Corner and called out to her.

"Pinkie! Something's happened to Spike! He's at Alex's house! Get who you can find and meet us there!" Before Pinkie could ask a question, they were gone. They ran all the way to the Human's home and burst through the door. "Spike! Are you...oh..." They both froze at the sight before them. There was a mare with her wet lips wrapped around his cock, and as they watched, Spike cried out and arched his back, shooting a huge load of cum into her mouth, thrusting his hips over and over. She closed her eyes and swallowed again and again, then pulled back and let him fall out of her mouth, her tongue extended and a thread of cum still connecting it to his cock as he sighed and relaxed. Finally, Twilight found her voice. "What...what's going on here?"

The mare sat back and licked her lips. "I had to suck his cock. I...couldn't help myself..." Twilight and Alex walked slowly up to them and looked down at Spike, taking in his new appearance. She exchanged a worried look with Alex.

"What happened to him?"

Alex was just as confused. "I don't know. He wasn't like this when I left him."

She slowly reached out a hoof and stroked his head. "Spike...how do you feel?" Spike sat up and looked at her, then smiled.

"I feel good!" He flexed his arms then looked at the mare that had sucked his cock. "Really good!" Then he stood, and all eyes were drawn to his now massive member. Spike looked down. "Hey. That's new."

Twilight stared at him. "Your voice. It's...deeper." Just then there was a commotion behind them as Pinkie, Rarity, and Dash pushed through the door.

"We came as quickly as we could, Twilight! Is Spike...wow..." breathed Rainbow, as she got her first good look at the dragon.

Spike looked around at all the mares, looked down at himself, then asked Alex, "You have a towel?" Wordlessly, Alex pointed towards the linen closet. Spike went to it, drew out a big towel, and wrapped it around his waist. Spike gave a lopsided smile. "I guess I have to cover up now..." All the mares were sweating from his overpowering scent.

"That...that's probably best," whispered Rarity. She looked at Twilight. "Is this change permanent?"

Twilight shook her head while still staring up at her brother. "I have no idea. I'll need to do some tests." She fought to keep her tail down as she turned and went towards the door. "Come, Spike. Let's get you to my lab." All the mares made to follow them, but Twilight stopped and held up a hoof. "We're going alone. Thanks for your concern, but I'll let you all know what I find out."

Dash waited until they'd gone, then she said to the others, "She just wants that big cockmeat to herself!"

"Rainbow!" shouted Rarity. "He's her brother!"

But Dash remained unconvinced. Judging by the looks on the other mares' faces, she wasn't the only one. "Like that matters! He's got a dick almost as big as Alex's now. And did you smell him? Woof!"

The first mare smiled and licked her lips again as she slipped past them. "I did more than that. Mmmm..." The others looked at her as she went.

"What did she mean by that?" asked Pinkie. They all turned to Alex. He shrugged.

"She was sucking his cock when Twilight and I arrived." They all turned again and watched her as she disappeared down the road.

"Lucky bitch..." muttered Rainbow.

Twilight was sweating as she walked with Spike, doing her best to keep her mind professional and off the pheromones he was producing. He's my brother, I'm not attracted to him, he's my brother, I'm not attracted to him, she thought to herself over and over. Several other mares stopped and stared as they passed, some with wonder at his new appearance, some who also caught his scent, with undisguised lust. The one or two that were bold enough to approach them Twilight warded off with a fierce glare until they reached the Library. Once there, she led the way down the stairs to the basement lab. "Lie down on the table, Spike." She then spent some minutes hooking him up to all manner of gadgets and readouts, got out a clipboard and pencil then turned on the machines. She purposely kept her eyes off the bulge under his towel as she stood in the far corner of the room and took her readings.

"How am I?" asked Spike.

She cleared her throat with some difficulty and said, "As...as far as I can tell, you appear normal. This is not unlike the time you grew from that 'dragon greed' influence you went through some years ago, yet these changes are quite different. How do you feel?"

Spike looked away and blushed. "I...don't want to say how I feel."

She frowned. "Spike, I'm a professional, and I'm your sister. You can tell me, please don't be embarrassed."

He met her eyes briefly, then looked away again. "I feel...horny."

"Oh," she said in a small voice. Despite herself, her eyes were drawn to his member, but she quickly looked away. Spike saw this and turned his back on her.

"You're angry with me. I disgust you."

"No, Spike! I'm not angry with you!" She rushed to his side and lay her hoof along his scales. "I love you! Never forget that."

He kept his back to her and said, "Even if I'm a horny freak now?"

She stomped her hoof. "Spike, look at me!" He didn't move. "Look at me, I said!" He turned over and met her gaze. "You could never be a freak to me! Never!" He smiled, then sat up, reached down, and hugged her tightly, which made her gasp. His cock was pressed up against her chest and she felt her pussy go wet, but she allowed him to hug her as long as he wanted, knowing he needed the contact. When he broke the hug, she stood back and whispered, "Let's get you out of this gear..." Fortunately for her self-control, he removed them all himself while she nervously waited. She swallowed, then said, "I'll make us something to eat. You must be hungry by now."

"No, Twilight! I'll do it. You just relax." He hurried up the stairs and straight to the kitchen. She sat down, wiped her brow, and breathed a sigh of relief.

That was close!

Alex made one more trip to the store that afternoon before the kids began showing up, concerned that he might not have enough candy. He didn't know how many visitors he'd get, but he wanted to be ready. As he walked through town, he saw some adult ponies already in costume, and while most were pretty tame, even whimsical, he saw a few that were downright scandalous. There was one tavern that he knew of in town that he passed regularly, and it was in front of there that he saw mares and stallions hanging out in the skimpy and revealing costumes. He shook his head. It wasn't even sundown yet, and even so, some weren't waiting to start the adult portion of the night. He marveled that creatures that looked so innocent and cartoonish could have all the moral failings of someone like himself. He was glad there were no kids in the area, as far as he could see. But then he remembered this was a free society, and the kids had all probably seen much worse, given all the casual nudity. Besides the abundance of bare asses, ponies usually walked on all fours, keeping their more intimate parts out of sight. As he walked and looked around, however, he noticed that was quickly becoming no longer the case. He saw many teenage ponies lounging about in front of their favorite hangouts while standing on their rear hooves. From the defiant looks on their faces, he could tell they were enjoying the reactions they were getting as some passerby averted their eyes from their underage parts on display, while some others were openly staring.

As he made his way back from the store, bags in hand, one of the teen ponies called out to him. "Hey, Human! Come over here!" Against his better judgment, he turned and approached the small gang of four mares and two young stallions.

"What can I do for you kids?" He kept his eyes on their faces and refused to give any sign he was moved by their teats and soft pussies clearly on display.

They all smirked at each other, then one of the mares said, "I heard from my Mom you can make ponies cum with just a touch!" She held out her hoof. "Make me!"

Alex turned on his heel and started to walk away. "I don't have time for this." They dropped down on all four hooves and followed him.

"What's the matter? You scared?" She smiled at her friends again. "We won't tell!" Alex put his head down and quickened his pace, so they were forced to break into a trot to keep up. Finally, one put on a burst of speed and planted herself in front of him.

"You're not going anywhere, Human! Not until you show us what you can do!" The others crowded around her and surrounded Alex, all with eager faces.

Alex looked around, then set his bags down, freeing his hands. "I'm only going to say this once: get out of my way."

One of the Earth pony males, a burly stallion for his age, stepped forward. "Or what, Human? My little brother told me about the boulder, but I don't believe it! You---" but he was cut off as Alex picked him up under his torso with one hand and threw him up into the air.

"Whoaaaa!" the stallion yelled as he rocketed up several hundred feet, past a low-hanging cloud, then flailed his limbs as he began his descent back down. With mouths stuck open in shock, all the teens watched him go up, then come down. Alex neatly caught him, then set him on the ground with a smile. The boy looked up at him for a moment, then yelled, "Do that again!" The others crowded around.

"I'm next! You had your turn!" cried the other male.

"No, me!" cried a mare.

Alex raised his hands. "Kids! Please! I'm going to be late for handing out candy!"

They all knelt in front of him and clasped their front hooves together. "Please, Mister Human! That was so cool!" pleaded one.

Alex sighed. "Alright. But just once for each of you. I need to get going. Line up." They jostled for position, with the other male pony making it to the front of the line. Alex bent down and placed his hand under his chest. "Ready?" The boy nodded eagerly and shut his eyes. "Here we go!" and launched him onto the air. The teen laughed like a toddler as he sailed upwards, flying even higher than his friend did, then continued to laugh as he was caught and tried to walk away on shaky legs.

But when he went to pick up the next pony in line, who was a mare, she suddenly became very shy and pulled away from his reach. He drew his hand back and looked down at her with concern. "What's wrong?"

She stared at the ground and whispered, "I...I was just kidding earlier about you making me cum. I...don't want my first time to be with an alien."

He smiled. "I understand, sweetheart. But know that my talent only works on adult mares, not kids." At this, she stuck out her bottom lip and glared up at him.

"I'm not a kid!" She turned about, exposing her cute rump, and pointed at it. "See?! I've got my cutie mark! That means I'm old enough!"

Alex sensed he'd crossed a line, so he quickly said, "You're right, I was wrong. You're definitely old enough. I better not touch you. We don't want anything to happen to you you don't want."

She smiled, but then realized the other teen girls were watching her. So she stuck her nose in the air and said, "Let's go, girls! We don't have time for these childish games!"

"But...but I wanted to---" began one of the others, but she was cut off.

"I said, let's go!" She walked off, still with nose in the air, as the others reluctantly followed. Even so, she gave one last, quick look of longing back at the Human before they left.

As evening settled on Equestria, Celestia lowered the Sun with Luna by her side. She waited until her Sister had raised the Moon, then said, "So it's Nightmare Night. Where will you be spending it this year?"

Luna gazed up at the Moon for a moment, admiring her work, then said, "Methinks I will visit Ponyville this night. The subjects there did welcome us most merrily last time; I look forward to their japes and caprices once again."

Celestia smiled. "Have a good time." She walked away, heading for her rest. Just before leaving, she added over her shoulder, "Oh, and say hello to the Human for me."

Luna watched her go, then grinned to herself.

I will do more than that, O Sister!

Alex had quite a few children show up at his door and was glad he'd taken the precaution of getting more candy, for he was almost out. The night was cool, so he'd lit a fire and was sitting in his now favorite chair staring at it when there was one more knock on his door. He looked at the clock. It was almost nine, past the time he'd been told to expect trick-or-treaters, but he grabbed the bowl anyway and went to open the door. Instead of the usual assortment of kids in cute costumes, he froze at the sight of that smaller of the two alicorns he'd seen weeks ago, the darker one. And she wasn't alone.

With her were two bat pony females that had to be twins. Each had almond-shaped eyes, full, ruby lips, and asses that made him go semi-erect just from the sight. "Umm...yes? Can I help you?"

The alicorn gave him a haughty look. "We are Princess Luna of Equestria. We have come to speak with thee." Without waiting for his permission, she sauntered past him and entered his living room, seating herself in his recliner. The twins took up position on either side of her. Alex stared at her, closed the door, then set the bowl on the counter and sat down opposite them on the couch. Luna gestured to the ponies by her side. "This is Mirabella, and this is Isabella, two of my most trusted guards. Greet the Human." Never taking their eyes off him, the twins walked forward and sat close on either side of him, remaining silent.

Giving them each a look, which they returned without blinking, he turned his attention to the alicorn. "What can I do for you, Your Highness?"

She looked down at a raised hoof and spoke in a nonchalant way, "It is my duty to uncover any and all threats to Equestria. I do not share my Sister's view of Humans, therefore I am not inclined to immediately view you as non-hostile." She put down her hoof and looked him square in the face. "Tell me, Human...what is your purpose here? Why have you come?!" She lit her horn and enveloped him in her magic. It had absolutely no effect on him, but he was curious what she was up to. She rose to her hooves and shouted, "My magic will wring the truth out of you! Speak!"

He was annoyed at her presumption, in coming into his house uninvited, and her implied threats. So, he decided to have a bit of fun with her. He shook his head from side to side and said, "Argh. No. No...I cannot say. I must resist. You cannot make me."

She grinned a wicked grin and growled, "You cannot resist!" Her horn grew brighter as she poured more magic into it. "Speak! What is thy weakness?!"

"Never! I...I...cannot...I...must...tell...you..."

She leaned forward. "Yes? Yes, go on!"

He knew he'd never get away with this, but he went for it anyway. "Blow...blowjobs..."

She was taken aback. "Blowjobs?"

He grit his teeth and bowed his head in shame, whispering, "Y...yes. Blowjobs. They take away all my kinds' powers..."

Luna stared at him, thinking. It was long enough for Alex to believe he'd gone too far. She couldn't be that gullible! Then she smiled and said, "Fear not, Human. Thy secret is safe with me. I would...GRAB HIM!" she shouted at her guards. Immediately, the twins held his arms as Luna slowly approached.

He looked down at her in horror. "What...what are you doing?!" She lit her horn again, trying to remove his pants, but frowned when that did not succeed. But she smiled and used her hooves to do the deed, pulling down both his pants and underwear, exposing his cock.

As she lowered her head, she smiled up at him and said, "Prepare thyself for the suckling of thy life!"

"Nooooooo!!!"

She took him in her mouth and sucked, starting at the head and driving herself down until he was lodged in her throat, while he writhed in "pain." She licked and slurped, getting his cock nice and wet, until her spit dripped in rivulets off his balls. As she worked, Alex stared half-lidded at the hot twins that were holding his arms. His hands were right next to their pussies, so he slowly started massaging them, which made both twins gasp in unison. Soon, his fingers were slick with their juices as they bucked and moaned silently, trying to keep their responses secret. Luna suckled harder and bobbed her head up and down, then pulled off only long enough to sneer, "How do you like that, foul Human?"

Alex threw back his head in "agony" and pleaded, "Please. Have mercy. Whatever you do, don't lick my balls!"

Luna grinned in triumph and said, "Foolish mortal! Lick them I shall!" She took them into her mouth and began suckling first one, then the other.

Alex's eyes became half-lidded at the incredible pleasure of her hot mouth slavering over his balls, but he figured he'd better keep playing along. "You...you fiend! How can you be so...cruel?!"

Ignoring his remark, she said, "Mirabella! Isabella! Get down here and suckle this fool's cock while I lick his balls!"

"Yes, Your Majesty!" they answered in unison. They bent down and wrapped their sweet lips on either side of his dick, sliding up and down and taking turns driving it into their hot throats while he continued to finger their pussies. His hands were causing an undeniable warmth to spread throughout their bodies, and it was getting harder and harder for them to keep their responses quiet. But Luna mistook their moans for their simple appreciation of obeying her commands, so she smiled.

But then she felt Alex's balls begin to draw up. "Nooo!" he screamed. "It's happening! Please! Stop before it's too late!"

"It's already too late!" she cried as she took the twins' place and wrapped her lips around his cock once more. With a final cry, he bucked his hips and came like a fountain, shooting load after load into her mouth as she swallowed every drop. At the same time, he drove his fingers into the pussies of the bat ponies, causing them to reach orgasm as well. They closed their eyes and rode it out, gasping for breath.

Alex lay limp, but he raised his head slowly and whispered, "You...you...monster! What...what have you done to me?"

Luna wiped her mouth, looked down at his still erect cock, then climbed up onto his lap. "I am not without mercy," she whispered as she positioned her hot, wet pussy over his dick, then slowly impaled herself on it. She then undulated her hips and bounced up and down, placing her front hooves on his chest for balance. He reached up and grabbed a double handful of her ass as he thrust himself in and out as well. "So...big!" she moaned as her pleasure increased, both from the pounding and the warmth of his hands on her ass. Not to be left out, the twins began kissing and licking either side of his face, as he turned and tongue-wrestled with them one by one. Alex got his legs under him and applied more power to his hips as he drove his cock relentlessly into the alicorn's pussy, causing her to scream in pleasure. He grabbed her hips and pistoned in and out, pulling himself almost free from her depths and then ramming himself home, causing the slap! slap! slap! of their meeting to echo through the house. Her entire body was shaken as she lost the ability for coherent speech, his dick reaching places untouched within her beyond her memory. She babbled and moaned as he stared up at her, driving her to ecstasy, while the twins dipped down, lifted his shirt, and suckled his nipples.

At the last moment, just before he shot his load deep inside her, he reached up and grabbed her hooves. Her eyes widened as she came like never before, screaming and convulsing her pussy around his meat as he pumped her full of his hot semen. After some moments he finally released her, and she fell exhausted to his chest, trying to get her breathing under control. His dick was still buried inside her and still throbbing, so she gasped as mini-orgasms continued to rock her frame. "No...more..." she whispered, as she slowly pulled herself off him and fell to the carpet. She fought to stand, and managed to get shakily to her hooves and stare at him. "That...was...incredible! I...now see...mine Sister's...attraction!" She turned and wobbled to the door. "Come...Mirabella...Isabella...let us...be off..."

"Yes, Your Majesty." Before they left, they each put their mouths to the Human's ear and whispered, then they followed their monarch out the door.

Alex smiled. He could expect a visit from the two in the very near future, but as he looked at the clock and realized it was still relatively early, he knew Nightmare Night was not yet over.

Nightmare Night: Part Two...or BOOBVILLE!

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Earlier that evening

"Nightmare Night! What a fright! Give us something sweet to bite!" the children chorused as they stood in front of the Library with their bags out.

Twilight smiled and gave out piles of candy to each of them. The kids all cried out, "Thank you!" as they ran to the next building, their excitement contagious. It was almost enough to take her mind off the predicament she was in with Spike.

Almost.

She hadn't seen him for a few hours after he'd locked himself in the basement, and for that, she had mixed feelings. On the one hoof, she was glad she was free of the overwhelming influence of his pheromones, which she was finding harder and harder to resist. On the other, she dearly loved him and was afraid he might see her avoiding him as a rejection. She didn't know what to do. To her mind, he was still a child, no matter his attractive appearance, and still her baby brother. She cursed her body's betrayal of her better morals but still wasn't sure how she'd react if she'd spent much more time alone with him. She sat and thought. This was a problem she needed to face head-on, and there was only one thing to do. She went upstairs to the bathroom, turned the shower on cold, full blast, and jumped under it. She gasped as the frigid water cascaded off her coat, cooling her in all the right places, and gratefully, restoring her ability to think straight.

She stayed under for about ten minutes, then got out and toweled herself off. She was ready to face him. She went down the stairs, to the basement, and knocked on the door. "Spike? It's me. Can I come in?" There was no answer. Frowning, she tried the door, only to find it unlocked. Cautiously, she opened it and peered down the stairs. "Spike?" she called. With growing concern, she went down into the lab proper and looked. He was gone. She ran back up the stairs and searched the Library, calling out his name. Only when she got to the bedroom, did she stop. There, neatly folded on her pillow, was a letter.

Her heart beating rapidly, she slowly unfolded it and read these words:

Dear Twilight,
I have gone to Canterlot to stay with Mom and Dad until I figure this whole thing out. I know my being here was putting great pressure on you, and for that I'm sorry. I don't know if this change is permanent, but I'm also not sure if I want it to be. I like being grownup, but I don't want our relationship to change, and I certainly don't want you to be put in a position that you don't want.
I also don't want to force myself on Rarity, or any of our other friends. I've seen the way mares react to me now, and I need to know they're doing it because of me, and not because of something Alex did to me, whether he meant to or not.
Know that I love you very much, and always will.
Spike

Twilight gently pressed the letter to her chest and began to softly weep. She bowed her head, and as the tears coursed down her cheeks, she whispered, "Oh, Spike...be well..."

That's how Rarity found her about half an hour later when she came over to invite her to the party at Town Hall. Rarity was dressed in a costume that would be considered a 'Southern Belle' on Earth: long hoop skirt, a tight top with off-the-shoulder flouncy sleeves, and an elaborate, lace-trimmed, wide-brimmed chapeau that covered one eye. The whole affair was quite ladylike...with the exception of the fishnet stockings, garter belt, and black thong lacey panties she was wearing underneath. She pushed open the door of the Library and called out to her friend. "Twilight? Dear, are you home?"

Twilight wiped her eyes and said, "Up here, Rarity." Rarity came up the stairs and stopped when she saw the state she was in.

"Why, Twilight! Whatever is the matter?" Without a word, she showed her Spike's letter. Rarity silently read it, then sighed, keeping her own thoughts to herself. "So, he's gone? When did he leave?"

Twilight kept her gaze on the floor. "I'm not sure. He was in the basement for a while, then after I took a cold shower I went to look for him and he was gone."

Rarity startled at this admission. "A 'cold' shower? Was the temptation that bad?"

Twilight stared at her for a moment, then frowned. "You saw and smelled him! The male pheromones were so thick in the air you could cut them with a knife! What do you think?!" Rarity took a step back.

"I...I meant no offense, dear. But you both grew up together...I thought that would keep you from...err...thinking of him "that way."

Twilight closed her eyes in frustration and stomped her hoof. "It...should have." She opened her eyes and looked Rarity square in the face. "But if he'd stayed here much longer, I don't know what I would have done."

Rarity smiled, then drew close and hugged her. "After all the changes you've been through, in becoming an alicorn, at heart, you're still just a mare, my friend. Don't blame yourself." Then she released her and stood back. "Come with me to the party! It will be just the thing you need to take your mind off your troubles!"

Twilight sighed and looked away. "Maybe later..."

Rarity refused to be downhearted. "If you change your mind, come see me. I have several costumes for you to try, some neutral..." and here she smirked, "and some naughty!"

This made Twilight both blush and smile, and she was about to reply when suddenly she heard the front door open and somepony call out, "Hey Twilight! Spike! You guys in here?"

Twilight exchanged a look with Rarity and said, "Upstairs, Rainbow!" Rainbow bounced up the stairs, followed by a very reluctant Fluttershy. Twilight's jaw dropped when she saw what Dash was wearing: tight red short-shorts, thigh-high striped socks, ruby lipstick. She was only less shocked at seeing Fluttershy, who never came out on Nightmare Night. "Dash?" Twilight managed to utter, "Why are you wearing that? And Fluttershy, what are you doing here? I thought you didn't like this holiday?"

Dash smirked. "Are you kidding? It's not heat season, none of us can possibly get pregnant, so this is basically 'Free Sex Night!'" She looked around. "Speaking of that, where's Spike?"

Rarity spared Twilight the trouble. "He's gone to Canterlot to stay for a while. We don't know when he'll be back."

Rainbow pouted. "Aww. I was kinda lookin' forward to seeing him again. I bet he could give a mare a really good time now..."

Twilight frowned at this and said, "Rainbow, Spike could still be quite young for all we know. We don't know enough about dragons to know his true age."

Rainbow stared at her, then round at them all. Then she said, "But...didn't you say you hatched him during your entrance exam for Celestia's school? That was over eighteen years ago. That makes him at least pony legal age, if nothing else, right?"

All the mares in the room stood still in shock. "You...you're right! By our standards, Spike's an adult! I have to talk to him!" cried Twilight. She began to search frantically for parchment and pen, then stopped when she realized there was no way to send the letter immediately without Spike.

"What are you doing, Twilight?" Rarity's face mirrored the concern each of the other ponies had as they all watched her.

"I...I'm trying to contact Spike. I...have to write him and let him know what we've discovered."

As gently as she could, Rarity ventured, "Twilight, I'm sure he's already figured that out. He probably just needs time for the rest of us to come to terms with the knowledge."

Rainbow blurted out, unhelpfully, "Yeah! With as big a dick as he has now, I bet he's making a lot of mares in Canterlot happy as we speak!"

To change the uncomfortable subject, Twilight cleared her throat noisily and turned back to Fluttershy. "And what brings you out tonight? And I see you're not wearing any sort of costume?" Fluttershy shook her head and kept her gaze on the floor.

"No," she answered quietly. "I'm only here because Dash talked me into it." Rarity smiled at her.

"Then, we simply must get you dressed for the occasion, darling! Come with me to my shoppe! We still have time before the party to pick something nice out for you!" She turned to Twilight. "Are you coming, dear?"

"You girls go on ahead; I'll meet you later."

Pinkie and the Cakes were some of the first ponies at Town Hall to set up for the party, as they were asked to cater it. Ordinarily, the Cakes would have foregone costumes, as they were usually dressed for work, but tonight was special. Besides, ever since their afternoon with Alex, they were both far more open about their sexuality, and weren't shy about letting other ponies know it. Which explained Mrs. Cake's tiny mini-skirt, white stockings, garter belt, ruby lipstick, and white cotton panties that barely covered her supple, firm ass. Carrot was having a hard time keeping his mind on work, for she was in the habit of bending over at odd times with a knowing smile on her face, even in front of other stallions. There was a small crowd gathered around the refreshment table that had little to do with the treats there, as it mostly consisted of males that were conspicuously trying to hide rapidly growing erections.

As for Pinkie, she had worn her chicken costume earlier when she'd been out gathering candy with the children, but she had changed to a more..." adult-themed" one for the party: pink tiny-skirt, pink and white striped panties that hugged her curvy booty in all the right places, thigh-high dark stockings, generous makeup over her full lips. She felt her ass warming up from all the stares it was getting, but she didn't mind. She was putting a smile on their faces, and that was all that mattered. Getting her share of male attention wasn't a bad thing for her, as she had been known to host "private parties" of her own from time to time. She took a moment from her work to gauge the mood of the stallions in the room and sighed happily.

Chances are her lady parts, asshole, and throat were all going to get quite the workout before the night was over.

Cheerliee stood looking at the two outfits she'd laid across her bed, racked with indecision. One was quite modest and indeed a bit silly, while the other...was definitely not. None of her students would see her in the latter costume, but she still had her reputation to consider if she wore it. She was going to an adult party, one of the few parties she attended all year, so she felt she deserved to let her mane down once in a while. Besides, it wasn't that scandalous...she'd seen far worse already that evening. Nopony would probably even notice her. She made her decision and slipped into the tiny black skirt, thigh-high white stockings, and white panties. The top was form-fitting and exposed her midriff, with her teats visible. Her mane was already done up in a librarian's bun, so she put the half-moon glasses on the end of her nose to complete the slutty teacher look, then examined herself in the mirror. The skirt hid absolutely nothing; her ass was clearly on display. She blushed as she studied her reflection and her resolve wavered, but then she set her jaw and marched boldly to her front door and went outside. There, she saw groups of laughing ponies in their own costumes making their way to the main party, which was being held at Town Hall. She held her head high and joined them.

Despite the lateness of the hour, Celestia found sleep eluding her. She went to her balcony, which offered an unobscured view of the valley below and beyond that the village of Ponyville. As she gazed down at the town below, she smiled to herself as a mischievous thought occurred to her. What if she were to pull a harmless prank on the subjects there? It was Nightmare Night, the very night for such acts, and she rarely ever got to have any fun of her own, given her position. She walked to her doorway and opened it. The guards there snapped to attention. She smiled down at them, then said, "Contact my personal secretary. Tell her to visit the Restricted Section of the Royal Library and bring several scrolls to this chamber at once."

"Yes, Your Highness!" they replied, as one rushed off to do her bidding.

Celestia went back to her balcony to gaze out at the Moon while she waited. Which did not take as long as she'd expected. In less than an hour, she turned at the opening of her doors, and there was her secretary, Raven, with three scrolls in her saddlebags. Celestia raised an eyebrow. "I didn't think I'd see you for at least a few hours."

Raven adjusted her glasses and laid the scrolls out on the desk. "It's Nightmare Night, Your Majesty, you're up late, you probably have something devious in mind, because we all are well aware of the activities ponies engage in this night. I took a guess as to what you wanted." Celestia smiled and looked at the scrolls over her shoulder. She nodded.

"These were written by my niece Cadence, who knows a thing or two on the subject. Yes, these will do perfectly." She studied the spells written there, then returned to her balcony, facing Ponyville, and lit her horn. "Where will the largest concentration of party-goers be?"

Raven answered, "My sources tell me it's at the Town Hall."

Celestia slowly waved her horn back on forth, whispering, "Town Hall, Town Haaaaaaalllll.....got it!"

As the magic cascaded forth, Raven asked, "Will the effect be permanent?"

Celestia closed her eyes from the obvious strain but managed to say, "No, only for about two hours. And nopony will get pregnant." Once the spell was complete, she turned to Raven again and said, "I forgot to ask. Has my Sister returned from Ponyville yet?"

Raven nodded. "Yes, Your Majesty. She and her guards returned half an hour ago."

Celestia smiled. "Pity. She's going to miss all the fun." As an afterthought, she went to her desk, took out scroll and pen, and began a letter. Once complete, she sent it off. In answer to her secretary's unspoken question, Celestia said, "Just a quick explanation to Twilight, along with a counter-spell she can use for anypony who doesn't want to take part." She smiled again. "From my experience, that won't be many."

Caramel smiled at the group of mares as he sipped his beer. "Well, helloooo, ladies! Nice costumes!" The mares all rolled their eyes and turned away from him. They were clustered around the bar area that had been set up, a "target-rich environment" as far as the savvy stallion was concerned. He was dressed in a black faux-leather outfit that hugged him close and accented what muscles he had, and he was feeling confident. Nightmare Night always brought out the slutty costumes, which always indicated a slutty attitude, and while these prim females tried to deny it, he knew there were at least a few in the crowd that were feeling...adventurous. He just had to find them. He moved slowly through the crowd, which to nopony's surprise held a larger concentration of females to males. This was Ponyville, after all. Then he saw a face he didn't recognize. She was a blonde, and a pegasus, his favorite kind. She was sitting by herself, clutching a dainty drink and looking extremely lost.

Perfect.

He sidled up next to her and sat down, looking out over the crowd without speaking. Out of the corner of his eye, he watched her as she cast a wary glance up at him, but didn't shy away. Better and better. After another sip of his beer, he said, "Are you new here?" She nodded and took a drink, not looking at him. He smiled. "No need to be so shy. I'm Caramel. What's your name?"

"Lilith."

He moved a little closer and said, "That's pretty! How long have you been here in Ponyville?"

Just as she was about to answer, two other mares walked up and one said, "Not long enough to be warned about you, Caramel!" She then directed her attention to Lilith. "Careful, girl. He's definitely the "love 'em and leave 'em type."

Lilith looked up at the two mares, then settled her gaze on the stallion, then looked away. "Oh, I don't know..." she began. "I kinda like him." At this, Caramel beamed like a flashlight at the two busy bodies. They looked at each other and shrugged.

"Okay. Don't say we didn't warn you." As they started to walk away with their noses in the air, they both stopped. A strange glow enveloped them which made them gasp and moan. Indeed, as Caramel watched, it was happening to every female he could see in the place. What was going on?!

As he watched in fascination, every mare he could see, especially those dressed in the most scandalous outfits, had their breasts growing at an alarming rate! His mouth involuntarily watered as he saw them bulge to the same sizes as if they were all pregnant, minus the belly. But as he stared at himself, he had bigger concerns.

Literally.

He sat back on his haunches and looked down. He gasped in pleasure as his dick tingled while it changed in size to several inches, and his girth to half again its original. His balls became full and heavy, much larger than before. He felt a surge of virility as if he could go all night, something he and most stallions weren't known for. Then his eyes were drawn to the blonde mare lying on her side next to him, only to find she was already staring at his junk. Her massive, double Ds were on full display: dark areoles, nipples as hard as diamonds, both looking very soft and quite inviting. She licked her lips and said in a throaty voice, "Hey, stud...want to put that monster to good use?" Without waiting for an answer, she rolled over on her back and spread her legs, using her front hooves to caress her tits. "Suck on these first..." Caramel didn't know what had happened to the shy mare he'd met only a few minutes ago, but at this point, he didn't care!

But then his common sense and greater caution kicked in...with the odd changes the mares and stallions were going through, the mares might just be in heat. And that was simply too great a risk. He looked around and saw the same frustration and trepidation on the faces of other stallions: they wanted the big-boobed mares badly, but they all didn't want to become unwed fathers, a problem they all went through every heat season. Caramel was just about to say "fuck it" and take her anyway, when suddenly Princess Twilight burst into the room, ran up to the stage, and began shouting something.

Twilight sat up from the book she was reading and looked around. A strange >pop< had sounded in the air, and she sought its source. Then she spotted a scroll that had appeared and landed on the floor. She frowned and picked it up in her magic. On it was Celestia's Royal Seal, which doubled her curiosity. She glanced at the clock, which read 10:30. Why would she be sending her a scroll at this hour? She broke the seal, unfurled it, and began to read. Her face flushed, and she broke out in a cold sweat. Celestia! How could you?! Quickly, she threw the scroll down and ran out of the Library as fast as she could to Town Hall.

She made it just as the first transformations were happening.

As she looked around, she saw mares moaning as their breasts grew, some huge, some not so much, but each much bigger than they were before. She also noticed stallions going through similar changes with their male parts. All, mares and stallions alike, looked both confused...and horny. So she quickly rushed up to the stage and grabbed the nearest microphone.

"Everypony, listen to me! I know what's happening! It's a temporary spell, designed to last only a few hours, but I know the counter-spell for anypony that wants to change back now! I also know it's increased your sexual desire, and I've been assured that nopony will get pregnant as a result so---" Aaaaaand that was as far as she got. With a loud, "Woo Hoo!" that sounded suspiciously like it came from Rainbow Dash, followed by a collective cheer from every other pony in the room, and then...que l'orgie commence!

Mr. Cake exchanged a hungry look with his wife. The last time her tits were this big was when she was pregnant with the twins, and he could tell by the expression on her face she was remembering the fun she and he both had with those massive mammaries! Round Two coming up! He quickly cleared off a table and slammed her down on it facing him, then proceeded to ram his cock in between her breasts as she moaned and begged him to go faster.

Pinkie was suddenly grabbed from behind as a stallion flipped her skirt over her back, ripped her panties down, and slid his now larger dick into her eager, wet pussy. Each thrust caused her boobs to shake and jiggle, sending waves of pleasure throughout her body as her eyes rolled up in her head and she stuck her tongue out, yelping every time he slammed home.

Mares like Bon Bon and Lyra hadn't waited for Twilight's announcement...as soon as they'd seen each others' boobs grow to massive size they'd lost no time sampling each of their treasures, quickly assuming the '69' position with a mouthful of tit...who knew when or IF they'd ever get this chance again!

As soon as she'd cheered, Rainbow went to grab the nearest stallion, but she was bowled over by Fluttershy, who leaped over her and tackled the male to the floor, then wrapped her lips around his cock. But Dash quickly recovered and pinned a stallion of her own to the wall, pressing her tits against his dick and sticking her tongue down his throat. She drew back, a trail of spit connecting their mouths, panting, "Gimme that cock..." which he happily provided by throwing her on her back and tearing her short-shorts off, then grabbing her tits and plunging his throbbing dick into her waiting pussy. She spread her legs, arched her back, and cried out as she was being violated over and over, loving every moment of it.

Twilight stared forlornly out at the crowd, as they all completely ignored her and began fucking each other. She did not share her mentor's sense of humor, so she had trouble seeing the upside to this spell. But apparently, all the ponies within the Hall did! Indeed as she watched, more curious ponies wandered into the Hall, were affected by the residue of the spell, and joined in. She felt her own breasts beginning to enlarge, but she quickly cast the counterspell on herself and dispelled it.

She heard the sound of a pony having her pussy pounded behind her, and she turned briefly around. And was immediately sorry she had done so. For there was the esteemed Mayor Mare being happily violated by none other than the elderly Mr. Waddle, who had apparently found new strength and was thrusting away with the strength of a stallion half his age! But that wasn't what caused the bile to rise in Twilight's throat which she quickly swallowed down as she faced front once again. It was the fact the Mayor was dressed in a rainbow-colored wig, bright orange painted on smile, baggy, polka-dot pants that were currently pulled down, a large red round nose that honked every time she breathed in, and big, floppy shoes. In other words, she was dressed... like a clown. They were engaging in clown sex. Twilight closed her eyes, quite sure she'd be seeing that sight in her nightmares for many nights to come, and teleported away.

Meanwhile Fluttershy, after getting her partner's dick sopping wet, climbed on top of him, spread her ass cheeks, and slowly sat down, sighing with relief as it entered her ponut and slid inside her. Her huge boobs jiggled on his chest as she proceeded to bounce up and down, tightening her asshole around his cock and making her pussy throb with pleasure from each pulse. The lucky stallion moaned and grabbed her tits as he was being ridden to oblivion, and matched her bounces with thrusts of his own. "More!" screamed Fluttershy, as his cock began to throb, and he suddenly unleashed his load deep inside her ass. She screamed as her orgasm overtook her, throwing her head back and tossing her mane from side to side. Finally, she fell on top of him, trying to catch her breath, but she never got the chance. Two other mares pushed her off him and took her place, one spearing herself on his still erect cock and the other shoving her pussy over his face. Due to the effect of the spell, the male had more than enough stamina to service them both, and they were not going to miss the opportunity!

Given the disparity of males to females in Ponyville, many mares who wanted stallions were left out.

This wasn't the case with Rarity.

As soon as she felt her boobs growing, she gasped and slipped out of her dress, revealing the exotic underwear in which she was clad. It was too much for two stallions, who immediately grabbed her, one in front and one from behind, and got to work. Rarity looked up at the one in front of her with half-lidded eyes and her wet lips parted in a gasp. He took that as an invitation, pushed her down on her front knees, and slid his cock between her lips. She closed her eyes and moaned as she began licking and sucking, savoring every inch of his throbbing, pulsing dick as it pushed in and out of her throat. Then her eyes flew open in shock as the one behind her suddenly stuck his tongue into her pussy, lapping and slurping while her juices began to fill his mouth. She nearly screamed when he then ran his tongue up from her swollen lips to her ponut, sticking it inside and driving her wild. Then she sensed him stand, and felt him line himself up. She moaned around the cock in her mouth as he entered her pussy and pounded away, over, and over. Then the one behind her did something unexpected. She felt him pull out of her eager snatch, then line himself up with her asshole. She took her mouth off the cock in front of her and looked back over her shoulder at him only long enough to say, "Hey! What do you think you're--" but it was too late. With a grunt, he slowly pushed his throbbing, slick dick inside her soft ass. Her eyes rolled up in her head as he began thrusting in and out, in and out, while he grabbed her tits and gave them a squeeze. "Ohhhhh....yes!" she screamed, just before the stallion in front took her by the head and plunged his cock back in her mouth. Now spit-roasted, she felt her mind fogging over with ecstasy as her two paramours pumped her from each end over and over without mercy. "Mmmph! Mmmph! Mmmph!" was all she could manage as her mouth and throat were stuffed with cock, and her ass jiggled and shook with each thrust as it was being fucked. Her boobs were also now especially sensitive, so the stallion's constant groping was causing waves of mini-orgasms to flow through her body. By the time they both came several moments later, she was seeing stars. The one in front pulled out and shot his load all over her face, coating her in his hot cum. The one behind kept himself buried in her ass and pumped her full of his seed while she screamed in pleasure, which died down to a low, satisfied moan as she fell to the floor and passed out. Leaving her in a puddle of cum, with most of it covering her face and mane, and the rest leaking out her ass, the two males were quickly seized by other mares and put through their paces once again.

Not all the mares were as fortunate as Rarity, Rainbow, and Fluttershy. Many that wanted males simply had to wait with increasing frustration as they were forced to watch others get their breasts fondled, their pussies wrecked, their assholes violated, their throats stuffed with cock. One of these was Cheerilee, who grit her teeth and tried to find relief as she caressed her own mammoth mammaries, spread her legs, and used a hoof to pleasure herself underneath her short skirt. Her panties were soaked as she moaned and sighed, waiting for her turn. She was just about to give up and fall upon the next closest mare to see what it was like, when she looked up to her immediate right and saw the Human enter the Hall.

Alex stepped out of the shower and toweled himself off, then changed into some clean clothes. He hadn't bothered to buy any sort of costume for the holiday, figuring he was strange enough without one. Since the night was still young, he decided to see just how the adult ponies celebrated Nightmare Night. If it was anything like Halloween on Earth, he expected lots of alcohol and tons of cosplay. He'd already seen some revealing costumes that afternoon, so they'd probably truly cut loose by now! It should be interesting.

Ten minutes later found him in the heart of Ponyville, not far from Town Hall. His jaw dropped as he looked around. There weren't that many ponies out on the street, but the few he saw seemed like they were trying to outdo one another in sluttiness. He'd never seen so many frilly panties, stockings, mini-skirts, see-through dresses, garter belts...if this was how they were all dressed out in the open, he couldn't imagine how they'd be behind closed doors. He looked up and saw ponies heading into Town Hall, where he understood the main party was happening.

But he wasn't prepared for what he beheld as he opened the door.

The first thing that hit him was the thick fog of sex that hung in the air. Vaginal juices, cum, pheromones, sweat, all combined into a miasma of scent entered his nostrils and set the hairs on the back of his neck erect. And that wasn't all that was growing erect on him. For some reason, every mare had been changed...they all were now sporting huge knockers: round, firm, with dark areole and erect nipples. Except for the placement, they looked just like a human girl's...enough so his hands were tingling with the desire to squeeze a few of them. His hungry eyes were roaming the Hall when suddenly he heard his name being called. He looked down to his immediate left, only to see Cheerilee staring up at him. She was wearing what had to be the sluttiest teacher costume he'd ever seen, and her boobs were outstanding. He was now sporting Mt. Everest in his sweats, a factor she took vital note of. Running a hoof provocatively over one tit, in a low voice she said, "Would you like to have some...fun?"

"Oh, hell yeah!" he said as he bent down to grab her. But she pulled away and held up that same hoof.

"Not here! Take me somewhere...private."

He smiled, then picked her up and cradled her in his arms. "Your wish is my command." But as he turned to leave, he was spotted by several unpartnered mares, Roseluck being one of them.

She stood up, pointed, and yelled, "The Human! GET HIM!"

Alex's pupil's shrunk to pinpoints as the mob rapidly approached, and all he had time for was an "Oh, SHIT!" before turning and bolting for freedom. He raced through the streets with the eager mares in hot pursuit, hampered somewhat by their enlarged breasts, but determined to catch him. Alex knew he could easily fend them off, but he didn't know if he could do so without hurting any of them, so he poured on more speed, ducking around several corners then down an alleyway in an attempt to lose them. He crouched behind some garbage cans, still holding the mare, and listened as the sounds of pursuit grew distant. He looked down at her and held a finger to his lips, for she was moaning from the contact with his hands. She looked up at him and bit her bottom lip, then closed her eyes and put both hooves over her mouth in an attempt to keep her responses under control. He set her down and waited.

After several minutes of relative silence, he ventured out of their hiding place and looked around out the front of the alley. All seemed clear. He turned back to her and asked, "Can you walk? I think we're safe." Her legs were still shaking from the contact with him, so she lowered her head and shook it.

"I'm still a bit woozy...it might be faster if you just carry me." Alex shrugged and picked her up again.

"Fair enough." He took one more cautious look around, then began running. Cheerliee's tits jiggled and bounced as he ran, making her moan and close her eyes as the sensations of pleasure surged through her from them and from contact with the Human's hands on her body. Alex spared a glance down at her as he ran, which didn't help his erection situation at all. "Bouncy..." he mumbled, as his home came within sight. He flew through the door, set her swiftly but carefully down, then locked and bolted the door and set his back to it, listening. Then he went around to the windows and peered out, while the mare made herself comfortable on the couch. Alex doused all the lights but the fireplace, then sat down on his recliner. "That was close. I don't know what those mares would have done had they caught us."

Cheerliee smiled over at him. "Probably the same thing I want to do to you right now..." she purred. She slowly took off her glasses, then reached up and undid her bun, letting her mane cascade down her shoulders. Alex stared at her, then his eyes were drawn to her enormous boobs, and remembered why he'd brought her to his home. As he got to his feet and approached her, she lay on her back and caressed her tits, looking up at him. "Touch me..." she whispered as he closed the distance and went to his knees. She gasped as his hands massaged her boobs and pinched her nipples, causing her back legs to kick uncontrollably and her sex to moisten. When he bent down and took one of her nipples into his mouth and began to suckle it, her eyes rolled up in her head and she came, screaming his name and arching her back.

"Wow," said Alex. "I didn't know they were that sensitive!"

Panting, she uttered, "Norm...normally...they're not. But...tonight...don't stop!" She watched him blearily as he stood and removed his pants and underwear. He pulled off her soaked panties then straddled her, pushing his cock in between her tits. He held them with both hands as he began to thrust, with the underside of his cock parting her pussy lips and smearing her juices farther up her stomach. She spread her legs further and looked down in fascination as his cockhead appeared and disappeared from between her boobs, as she felt another orgasm building up. "Ah! Ah! Ah! Oh...YES!" she screamed as the force of it hit her again. While her cunt was still convulsing, Alex shifted and plunged his cock inside her with a grunt, rocking her up and down with the strength of his pumps. Then he flipped her over on her stomach, grabbed her hips, and began ramming her from behind, underneath her short skirt. Her ass rippled and shook with each thrust, and her boobs rocked back and forth, further stimulating her senses. "More!" she screamed. Then she said something she'd never said to a stallion: "Put your cock in my ass! Please!"

As turned on as he was, Alex noted she was smaller down there than most mares he'd had, so he was cautious. "I'm...not sure it will fit...I might hurt you..."

She glared over her shoulder at him and screamed, "Do it! Stuff my asshole! Now!"

Alex swallowed, then lifted her skirt out of the way, lined his sopping wet dick up to her throbbing ponut, and pushed. To his surprise and her delight, it slid in easily as she arched her back and moaned, "That's it...now fuck me...don't hold back..." Still, he took it slow, gradually building up a rhythm until he was sure she could take every inch of him. His cock slid in and out of her tight, throbbing asshole as it gripped him and puckered around him until he increased his pace and his balls were slapping against her swollen pussy. "Harder!" she screamed. "I love it rough!" If that's what you want, was his final thought as he got a more secure grip on her hips and really pounded her ass, causing her entire body to shake and her eyes to roll up in her head. Her tongue lolled out of her open, panting, drooling mouth as his cock penetrated places she'd never felt before. Then she came once more, her asshole convulsing and pulsing around his dick as she screamed, "More! Cum in my ass!" as she seized up from the pleasure. Alex unloaded his dick into her willing ass...loads upon loads of creamy, hot cum shot straight into her colon. She felt every last ounce of it filling her up as she stiffened her body for the last moments, then fell limp and unconscious to the couch with a satisfied smile on her face. Alex pulled out and shot the last few pulses over her plump asscheeks as she lay there, looking down at her with a smile of his own. He had no idea the proper, demure teacher was so kinky! This wouldn't be their last encounter, he promised himself.

Caramel had just spurted his last load over the faces of the two mares that were servicing him, when he and all the other ponies felt a change come over them. As he watched, the mares' boobs got smaller and smaller, until they were the normal size they were usually for ones that weren't pregnant. He looked down in disappointment as his own member shrank to its usual size as well, and with it went the surge of stamina that had kept him going for hours. I guess the spell is over, he sighed to himself, but he wasn't dejected. It had been fun, the most fun he'd had in years, so maybe there was a way to get the spell cast again next year? He would get a bunch of ponies together and talk to Princess Twilight about it.

Surely she'd have no problem with that, right?

Resolution

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The next morning, Cheerilee opened her eyes, only to find herself lying facedown on a couch. She took a few moments to get her bearings and try to remember the night before. There had been a wild party in the middle of town, and some sort of spell had been cast that had made her teats grow to enormous size. She sat up and looked around, letting the blanket fall off her back. Looking down at herself, she saw she was back to normal, but she was still dressed in the slutty outfit she'd donned to go out. Her head whipped around at the sound of heavy footsteps coming down the stairs to her right. As she stared, the Human came into view. He smiled when he made eye contact with her, and said, "Good morning! Did you sleep well?" Then all her memories came crashing back. The party. Her lewd invitation to the Human. Him bringing her back to his home. All that happened after. She finally blushed and looked away from him. How could she be so brazen? What would the other ponies think?! She had to get home! She got fully to her hooves and began to rush out the door, then stopped. There was no way she could be seen in the daylight dressed like this! So she sat back on the couch and slowly started to undress.

Alex seated himself across from her on his recliner and watched her with concern. "Are you okay?" he finally asked her.

She stopped unbuttoning her top and spared him a brief glance, then continued undressing. "Yes...yes, I'm fine. I just...can't be seen in this costume." She got her top undone, then quietly slid one shoulder out, then the other. She took a moment to fold it neatly and place it on the couch next to her. Next, she stood, turned her back on him, and slid her miniskirt down. It made a soft "shusssshing" sound as it slid past her ass and down her stockings. Alex's eyes were glued to her ass as it was revealed while she dropped the skirt to the floor, stepped out of it, then bent at the waist to pick it up and fold it as she'd done the top. Then she sat back down, crossed her legs, and began to unroll one of her stockings down her shapely thigh. A feminine instinct made her stop.

A horny male was staring at her.

She looked up, and there was the Human with his eyes locked on her, with a hungry expression on his face she had no trouble reading. Her gaze traveled slightly downward and saw his cock was fully erect, straining through his pajamas. She bit her bottom lip, thinking. She'd already crossed one of her taboos when she'd demanded he fuck her in the ass last night, and she'd greatly enjoyed it, she admitted to herself. She might as well go full slut and give him a blowjob. "Pull down your pants," she whispered. Alex quickly complied, until they were around his ankles. His cock stood straight and tall and throbbed as she stared at it. It was so big! Would she even be able to fit it in her mouth? One way to find out.

She pulled her stocking back up with a snap, then slowly approached him. When she got between his legs, she went on her knees and spread his apart and gazed smokily up at him. "I'm going to suck your cock. Don't tell anypony...this will be our little secret..." With a sultry smile, she lowered her head and buried her snout in his ballsack, taking a deep sniff. His male musk flooded her senses and made her mouth water. She closed her eyes and stuck out her tongue, taking a long, slow lick from his balls all the way up his shaft to the head of his dick, where a pearl of precum was waiting for her. She lapped it up and smacked her lips, enjoying the flavor. Holding his cock steady with her soft hooves, she swirled her tongue around the head, which made him gasp and slightly buck his hips. Interesting. So he particularly liked it when she did that? She experimented with different parts of his dickhead, trying to find the most sensitive areas to lick and suck, finally settling on the glans just below the opening. When she ran her tongue there, he would cry out and spurt more precum for her to enjoy, which she eagerly sucked up and swallowed it all. Then she wrapped her lips tightly around his shaft and bobbed her head up and down, taking more and more of his meat into her mouth, leaving a trail of glistening saliva down the shaft as she sucked and slurped. Though she was too inexperienced to actually deepthroat him, she made up for it by deeply sucking and licking as much of him as she could. From the sounds he was making, she guessed he wasn't disappointed, which made her smile around her mouthful.

After a few minutes, he buried his hands in her mane and moaned her name, adding thrustings of his own to her bobbings. Warmth spread through her from her ears, down her neck, around her throat, and finally settling on her lady parts. She added her own moans to his as she quickened her pace, slurping louder and faster, causing his cock to press against the back of her throat, almost making her gag. But she took it all, determined to swallow everything he was about to give her.

She didn't have long to wait.

With a final cry and thrust, Alex arched his back and pushed his dick into her mouth as deep as he could, pumping his hot, sticky loads of cum over and over into the mare's throat. She closed her eyes and began gulping, trying to keep pace with the sexy work she was forced to endure, while at the same time her cunt began convulsing and throbbing with the intensity of the sudden orgasm that came upon her. In the end, she took one last swallow and pulled off him, as they were both left breathless from their combined ordeal. She lay her head on his lap as she panted, while his now limp dick draped itself over her face, with the last flow of cum still leaking out of it and over her. After she caught her breath, she raised her head and took it into her mouth once more, sucking every last tasty bit, then licked his balls clean. Then she sat back, took a hoof and wiped all the cum off her face, then popped it into her mouth as he watched her. She smiled, then without a word went back to the couch, quickly removed her stockings, then took them and the rest of her costume and placed them on her back. When she stood, an errant thought occurred to her, and she took a hoof and felt around her nether regions. Then she glanced around for a moment, then looked up at the Human. "You...haven't seen a pair of panties anywhere, have you?" Alex watched her as he reached up into the breast pocket of his pajamas, and took out a wad of cloth. He held it between his fingers and let it fall open, revealing it to be the item she'd been looking for. She looked from them to his face and back again, then smiled. "Keep them." As she headed for the door, Alex pulled up his pajamas and followed her, then opened it for her. Just before she left, she turned around, then moved in close and gave his crotch one last kiss. "See you later, Big Dick..." She winked up at him, turned, and left.

A week later

As the Sun was just creeping through the window, illuminating the prone dragon, Spike opened his eyes and sat up. He yawned and stretched, then got slowly out of bed. He went to the window and looked out at the cityscape of Canterlot, already bustling with ponies, minotaur, griffons, and other denizens of Equestria. He turned and went to the bedside table, where he kept the letter he'd received from Twilight a few days ago. It was wrinkled and tear-stained from being read over and over again:

Dearest Spike,
I hope this letter finds you well. I want you to know I know why you left, and I'm sorry if my actions had anything to do with your decision. Please understand, that no matter what happens between us, you will always be my Number One assistant, and my Best Little Brother.
To this last, I have considered the fact that you might not be quite so little, after all. While we still know very little about dragon aging, you are quite mature according to pony standards, as you were hatched when I was entering Celestia's School for Gifted Unicorns.
The bottom line is you are an adult, Spike, and you have been, even before Alex changed you. So you are free to do anything consenting adults are free to do with each other. But that's your decision. Know that whatever you decide, I will always love you, and I promise nothing will change between us. Nothing.
Please come home, Spike. I miss you.
With all my love, Twilight

Spike put the letter down once more and turned to the window, where he had a distant view of Ponyville. Through the tall buildings and assorted shops, there was still a faint glimpse of his home, and it filled him with loneliness. There, going about their daily lives, were all of his friends and the rest of the family he had ever known in the personification of the purple, book-smart, obsessive-compulsive, nerdy unicorn turned alicorn, who, for all intents and purposes, had told him in a letter that she was quite agreeable to a sexual relationship with him. He searched his innermost thoughts and tried to be as honest with himself as he could. Is that what he wanted? Could he go from being her best friend, little brother, and Number One Assistant...to her lover? Could he compete with the Human, who had only arrived in town for a few weeks, but had already made such a profound impression on her and other mares? He shook his head and put the decision off for another day.

Still not accustomed to his new size, he then lumbered out his door and down the hall to the upstairs bathroom and turned on the shower. He stayed under for several minutes, just letting the scalding hot water wash over him, in a vain attempt to rid himself of the overpowering pheromones his body now produced.

But he'd forgotten to lock the door.

As he got out of the shower and reached for a towel, the door opened, and there stood his surrogate Mom, Twilight Velvet. Her eyes were immediately drawn to his massive penis, and she blushed. "Oh! Sorry, Spike! I didn't know you were in here!" Spike hastily wrapped the towel around himself and frowned.

"Ever hear of knocking?" His voice was still the deep, masculine bass from a few days ago when he'd first transformed, but he still wasn't used to it. Nor was he used to the reactions he'd gotten from just about every mare he'd encountered from Ponyville to Canterlot. Ones that would have only seen him as an oddity not long before were sidling up close to him to get a whiff of his new scent or stare at him with undisguised desire in their eyes.

He wasn't quite sure how he felt about it.

Twilight Velvet blushed again and backed out, stammering, "Please excuse me, Spike! I...I'll just be going now." With one last brief glance at his crotch, which he didn't miss, she turned and bolted out the door. Spike sighed and made his way back to his room. He went to the bed and sat down, rested his head on his claws, and stared out the window. Just a few days ago, he was his normal self. He was with Twilight, he had his friends, he had everything he could have hoped for. And now? Now...he was a magnet to every mare within nose-reach...even his Mom. He'd left Ponyville because he'd seen the pressure he'd been putting on Twilight, and he didn't want to do anything to ruin their relationship. If he'd stayed, they probably would have had sex by now. And a small part of his mind wondered if that would really be so bad a thing? What if it makes her happy? He'd seen how she'd changed after she'd started a relationship with the Human...how she'd been less compulsive and more giddy. She seemed happier...more...free. Couldn't he do the same for her?

As these thoughts were swirling in his head, there came a knock on his door. "Spike? Can I come in?" Spike sat up and turned around. He recognized the voice, but he hadn't heard it in months.

"Sure, Cadence, come on in." The door opened, and in trotted the Princess of Love. As soon as she cleared the doorway, she stopped, closed her eyes, and took a long sniff. Then she opened them and smiled at him.

"I see what Twilight Velvet and the other mares were talking about! That's quite the male scent you have now!" He watched her as she closed the door, then came and sat next to him. "So! Your parents wrote me and told me what you were going through. You want to talk about it?" She noted his expression as he looked at her, then stared back out the window. "What's wrong?"

At first, she thought he wasn't going to answer, then after about a minute he said, "Every mare that gets a whiff of me wants me."

She smirked. "Is that a bad thing? Most males would kill for the chance to be in your hooves. Er...claws."

Spike threw up his claws. "That's just it! I don't know if they want me for me, or for what I've become!"

Cadence shook her head. "You're overthinking it, Spike. The real question is: do you desire any of them?" He was taken aback by her question and had to give it some thought.

Finally, he said, "I suppose I do...but I don't want to just go around banging every mare I see."

She nodded. "Is there...a particular mare you have in mind?" He immediately thought of Rarity...the one he'd desired from the moment he'd met her. But she'd always treated him like a close friend and had never given any indication he'd ever be anything else to her. Besides, he suspected she was also involved with the Human now, and the last thing he wanted was to be a third wheel.

Then, reluctantly, his thoughts strayed back to Twilight. Her smile. Her laugh. Her quirky ways. He smiled to himself, remembering all the times he'd caught her fallen asleep at her desk over some book, mouth open, slightly drooling, and snoring. It was always the cutest thing he'd ever seen and melted his heart. With that last thought, he came to a decision.

He turned back to Cadence and said, "In other circumstances, there might have been two. But one is already taken...and the other is somepony I don't ever want to change."

Cadence smiled again and placed a hoof on his leg. "So...the field is wide open, then?" She laughed at his expression and added, "Oh, I remember what you said about "banging every mare you see." But understand, to have the kind of influence you now have over females, while having the willpower not to take advantage of anypony, is quite noble." She took her hoof from his leg and said, "I have another question: do you want to stay the way you are?"

Her question startled him. "Wait...you can change me back?"

She nodded. "I think so. Before I came here, I met with Auntie Celestia and we had a long talk about Humans and their past influences in Equestria. They've been showing up for centuries, and we've acquired a vast amount of knowledge concerning them. What was done to you is similar to an effect that was done before, a long time ago, and the spell she taught me should work. But there are no guarantees." Before he could answer, and seeing the conflict on his face, she smiled once more and whispered, "Let me ask you this, Spike: how do you like sex?"

He blushed and fidgeted under her gaze, but finally said, "I've only had the one experience, but I really liked it. A lot!"

She then used her magic to lock the door. "Then before I change you back, if that works, I should probably give you a taste of what you'll be giving up..."

Spike frowned.

Later that night, Twilight was awakened by a knock on the front door of the Library. She sat up, rubbed the sleep out of her eyes, then dragged herself out of bed and down the stairs to open it. It had better not be Rainbow, coming over for a late-night snack again, she thought to herself. When she opened the door, she gasped in joy.

There stood Spike, gazing serenely at her. Gone was his imposing height. Gone were the intense pheromones. He wasn't quite as short as he was before, but none of that mattered! She quickly enveloped him in a crushing hug and covered his face in kisses while crying out, "Spike!" >smack!< "You're back!" >smack!< "I missed you so!" >smack! smack!<

Spike smiled and patted her back. "I...missed you too...Twilight. But...can I ask...a favor?" he wheezed.

She tightened her grip. "Anything, Spike! For you, anything!"

"Could...could you let me...breathe?"

"Oh!" She opened her hooves and let him back down, which he did while taking in a huge breath. "Sorry, Spike! I'm just so glad to see you!" She used her magic to shut the door, then gestured for him to have a seat, which he did gratefully.

"Thanks, Twilight...it's really good to be home."

She sat down next to him and nuzzled him, then said, "You were only gone for a week, but it felt like an eternity." Then she looked down and away from him, her face slightly red. "I wrote you. Did you get my letter?" He took her gently by the chin and turned her face back to his.

"Yes, dear Twilight...I got your letter. I read it every day. It's why I came back." He let go of her face and stepped in close, folding his arms around her. "I love you, but I don't want to be your lover." He released her and stood back, looking her in the face. Tears formed in both of their eyes as he continued. "I want you to know I don't blame you for anything that might have happened between us while I was...you know." She nodded. He went on. "I saw how every mare I ran into reacted to me...I was pretty irresistible." He paused and took a deep breath. "But...it wasn't me. They...you...wanted what I had become." He looked down at himself, then flexed his claws. "Maybe one day, when I reach my larger size on my own, I'll be like that." He looked up at her again. "Until then, can we just be like we were before?"

She burst into further tears and hugged him once more. "Of course, Spike! Whatever you want!" She then released him, dried her eyes, and sat back down. The scientist within her finally awoke and she added, "So tell me, how did you revert? I can see you're not quite the same as you were before Alex changed you, but you're nowhere near the way you were before. What happened?"

Spike sighed. "It was Cadence."

Twilight's eyebrows raised. "Cadence?"

He nodded. "She came to visit me earlier today and told me she'd been talking to Princess Celestia about Humans. She said what happened to me had been done at least once before, a long time ago, and she knew a spell that could probably change me back. So she gave me the choice."

Twilight smiled. "And you chose to return to your old self. I'm glad Spike. I really am!"

He smiled back at her, but it was slightly strained. "So am I, Twilight." He left out the part of Cadence trying to seduce him... and his flat refusal. She'd taken it well, but if many moons passed before he saw her again, he would be fine with it, even though he was ultimately grateful for her help.

Spike yawned. "I'm pretty beat, Twilight. What say we get some sleep?"

She smiled and lead the way upstairs. When they reached the bedroom, they both stopped and looked down at Spike's old basket. The same thought ran through both of their minds: he was too big for it now. She turned to him, and in a shy voice, she said, "Spike, you used to cuddle with me when we both were little, especially when there was a thunderstorm outside. Would...would you like to again? Just until we can get you a bigger bed?"

He smiled back at her. "Sure, Twilight."

So that night they snuggled together, brother and sister, and they both had sweet dreams.

Anticipations...and Blood?

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Earlier that evening

Fluttershy waited in the shadows across the street from Davenport's Quills and Sofas (and Beds!) until he ushered the last customer out and flipped over the 'closed' sign. She quickly looked left and right until the coast was clear, then silently flew over to the door and quietly knocked. A few moments passed, then the door opened and a single eye peered out at her. Then the door was thrown wide and Davenport cried, "Well, hello, Miss Fluttershy! I was---" but that was as far as he got before she quickly silenced him and pushed her way inside. Taking a moment to glance back out the glass of the door, she then locked it and turned to face him.

"I got your message. What was so important?"

His grin was ear to ear. "Good news! I was able to pull some strings, and I got a rush on your 'special' order! It arrives tonight!" When she remained silent, and only continued to stare at him, his smile faltered. "What...what's wrong? Isn't that what you wanted?"

She looked away from him and down at the floor, clearly thinking. After a bit, she muttered, almost too low for him to hear, "It's early, but I can make this work." She looked back up at him and spared him a sunny smile. "Thank you, Mister Davenport. This really is good news."

Davenport heaved a sigh of relief. "That's good! For a moment there, I thought I'd made a mistake."

Fluttershy's smile turned sultry. "Far from it." She came a few steps closer to him. "In fact...I think you deserve a special reward for your efforts..."

Davenport blushed a deep red as he looked down at her, and he audibly swallowed. Fluttershy noticed his apparent discomfort and asked, "Something wrong?"

He looked at the floor and stammered, "E...even though you've..."rewarded"...me before, it never fails to come as a surprise that a mare as young and beautiful as yourself is willing to do the things you do to an older stallion such as myself."

She smiled up at him. "You're not that old, Mister Davenport. Let me prove it once again..." She closed the distance and slowly pressed her sweet lips to his, then whispered, "Lead me to your bedroom..." He swallowed, then turned and with faltering steps made his way to the back room, where he had a large bed made up. As she walked behind him, Fluttershy looked around for a certain object she'd need. Spying it just before they reached the bedroom, she quickly grabbed it and tucked it under one wing without him seeing.

They stopped in front of the unmade bed. There was a fireplace, where a merry fire was burning, with two high-backed lounge chairs facing it, along with the lingering scent of his pipe. It was very much a bachelor's home. He turned to her, still blushing, and said in a small voice, "Well...here we are..." She took one of his hooves and pulled him up onto the bed with her, then laid him down on his back.

"Just relax..." she whispered, as she climbed on top of him and began planting kisses on his lips, then nibbled his neck, then kissed down his chest, and finally to his cock, which was fully erect and throbbing. His breathing was labored as she paused and whispered, "So big and meaty! Is that a present for me?" She gazed up at him through her mane and smiled, watching his expression. She kept her eyes on him as she lowered herself down between his legs and took him into her mouth. He gasped and arched his back as her full, soft lips made contact. She licked and slurped the head, then ran her tongue from the top down to his balls, taking one gently into her mouth, rolling it around, and getting it sopping. She did the same to the other, then licked back up to the top and engulfed him fully, bobbing her head up and down while moaning. His cock was soon glistening with her saliva in the flickering firelight, as she continued to suck and slurp, watching his face the entire time. When she saw him close his eyes and begin frantically thrusting, she closed her eyes and took him all the way into her throat. He screamed as he unleashed his load into her, while she pulled back and let him fill her mouth until her cheeks were bulging, then she swallowed it all, holding on as he bucked and thrashed. She slowly drew back and let him fall out her mouth, while she licked her lips. "Mmmm...that was delicious. But...we're not done..."

He stared up at her as she climbed up on his lap and spread her legs. Reaching back, she positioned his still erect, slick cock at her throbbing asshole, then sat down with a sigh. "I want you in my ass, Mister Davenport..." There was some resistance at first, then he slid into her tight, warm depths. She flexed and relaxed her ass muscles around his dick, then slowly began bouncing. She placed her hooves on his chest and looked down at him as she rode him. "Does my ass feel...good...Mister Davenport...? Do... you ... like...it?" He grabbed her cheeks and started thrusting with all his might. She cried out in delight as she was bounced up and down, his cock going deeper with each pump. Her body was rocked and her ass jiggled with each thrust, as her eyes rolled back in her head with pleasure. "That's it! More! Harder! Fuck me!" she screamed. Her screams grew louder as her orgasm hit, and she gushed marecum all over his lap. He soon followed after his screams of his own, as he filled her hot ass with his cum over and over...

She fell forward onto his chest as they both relaxed and tried to catch their breath. Then she pulled her head up and kissed him, long and deep. "Thank you, Mister Davenport. But...we're still not done."

He smiled through his panting. "I'm...sorry, Miss...Fluttershy. I think...I think...I'm...finished...for the night. You...you wore me out."

She sat up and stared down at him, then quietly said, "Unfortunately, yes...I think you are actually finished...almost..." She pulled forward, and let him fall out of her asshole, then inserted his slowly softening dick into her pussy, then clenched her muscles down on it, trapping the blood inside, keeping it semi-erect. "Have you told anypony about my project?" she asked.

He winced at the pressure she was putting on his now-sensitive dick then looked blearily up at her. "Wha...what? Umm...no. I would never tell anypony."

She was silent for a moment, then whispered, "I know you won't." The only warning he got was her smile...which contained two sharp, glistening fangs. With one swift motion, she took the box cutter she'd hidden under her wing and slashed the razor-sharp blade across his throat, severing the jugular. His eyes grew wide as the blood gushed in a jet all over her still smiling face. His body jerked and spasmed, while she closed her eyes and rode him one last time.

She managed one more orgasm as the light faded from his eyes. She gasped and moaned as she came down, then opened her eyes and looked down at the body.

"Nopony in town must know about my little project. Sorry, Mister Davenport." She climbed down, then for the next hour went about covering her tracks, and working on her alibi.

Just as she was about to leave, suddenly, the room began spinning, and darkness enfolded her.

She screamed into the echoing Blackness...

The next morning, a very excited Twilight opened her eyes and looked over at Spike. He was flat on his back, with one arm thrown over his head and his mouth open, snoring loudly. She smiled, and eased her way carefully out of the bed, so as not to wake him. She crept silently down the stairs and into the kitchen, where she then began making breakfast. She was just starting on the pancakes when she heard a sleepy voice behind her say, "Twilight? What...what's all this?"

She turned around and pouted. "Oh, poo! I was wanting to surprise you with breakfast in bed!" She put down the skillet and walked over to him, then gave him a hug. He smiled up at her and returned it.

"You didn't have to do that for me, Twilight. I would have gladly made breakfast."

She went back to the stove. "Nonsense! I can do it, and I want to do it for you, Spike. Just this once!" He sighed and took a seat at the table.

"Alright. But this doesn't change anything. I'm still your assistant." He then surveyed the meal she'd already made and politely kept his thoughts to himself. The eggs were runny, the toast was burnt, and the fresh-squeezed "orange juice" had little bits of...something...floating in it. She finished the...pancakes...and set them down in front of him with a big smile.

She gave him a huge stack on his plate and pushed the syrup over to him. "Dig in, Spike! I expect you're hungry!"

He looked at his plate and fought to keep a neutral expression. Taking the syrup, he covered her offering in a big dollop, then took his knife and fork and cut a piece. Just before he brought it to his mouth, he noticed she was still eagerly watching him. To buy himself some time, he asked, "Aren't you eating?"

She shook her head. "No, I had a quick bowl of instant oatmeal before I started cooking." She used a hoof to sweep over the table. "This is all for you!"

He forced a smile, said, "Thanks, Twilight! You...really shouldn't have..." then committed himself to eat every last bite. Finally putting her offering into his mouth, he mightily kept the grimace off his face as he chewed...and chewed...and swallowed. The pancakes were overdone on the outside but still had raw batter inside. She'd made them too thick. He grabbed the orange juice to wash it down, thus solving the mystery of the floating particles. He looked up at her and managed a smile. "Twilight...is this...?"

She beamed at him. "That's right! It's onion! Onions contain antioxidants called Quercetin, which lowers blood pressure! And orange juice fortifies the immune system and lowers cholesterol levels, so I thought, "Why not combine them into one nutritious drink?!" She leaned forward. "Do you like it?"

He again forced a grin and took another sip. "It's...different..."

She clapped her hooves together and squeed. "I knew you'd like it!" Then she put her elbows on the table and rested her head on one of her hooves. She gave him a dreamy look and said, "But please: go on eating. You have no idea how happy it makes me to watch you enjoying my food..."

Spike went, "Heh..." then began shoveling it in as fast as he could.

After breakfast, Twilight jumped to her hooves and said, "Now, Spike! I want you to relax for the rest of the day! I've got some errands I need to run, then I'll be right back!" Before he could protest, she'd put on her saddlebags, gave him a hug, then was out the door. Spike sighed, got up from the table, and started to stack all the dishes. Then his stomach roiled, but he fought it down. No. She worked hard on that meal...I'm not going to throw it up. After a few moments, he got himself under control. But then still feeling a bit green he went upstairs to lay down. The dishes could wait.

Meanwhile, Twilight's first stop was Sugarcube Corner, where she burst in to see a line already formed. Pinkie looked up and saw her, then called out, "Twilight! Hello! What brings you here so early?" There was some muttering as she walked to the front of the line, but Twilight was too excited to notice.

She beamed at her friend and said, "Good news! Spike's back! I want to throw a big party for him, TODAY! Can you do it, Pinkie?"

Pinkie waved a hoof in dismissal. "Remember who you're talking to, Twilight! Of course I can! Just a sec!" She turned away from the counter and yelled, "Hey, Mr. and Mrs. Cake! I need to take off early today!" She heard grunting, then two ponies hastily looked around the corner, both their faces flushed.

"Of...of course, Pinkie," panted Mr. Cake. Then he grabbed his wife and disappeared from view once again.

"Okie dokie lokie!" cried Pinkie, then she faced Twilight. "What time do you want it?"

The alicorn glanced up at the clock. It was just after ten. "About three would be good. See you then, I have to go invite the others."

"Wait!" cried Pinkie. "How many others?"

"Oh!" said Twilight. "Well, all our friends, plus Alex, if he'll come."

"This is at the Library?"

Twilight nodded. "Yes, just a private affair for all of us. I don't want Spike to be too overwhelmed."

Pinkie gave her a snappy salute. "Count on me, Twilight!"

Twilight started to turn away, then she remembered. "One more thing: I want a gem cake for Spike, as well as a regular cake for everypony else. I'm on my way to Rarity's to get the gems. How many will you need?"

Pinkie considered. "Just a few pounds. Since he'll be the only one eating it, it doesn't have to be too big."

Twilight smiled. "Excellent, Pinkie! Be back soon."

"Can we get served now?!" cried one of the ponies in line. Both Pinkie and Twilight jumped and blushed.

"Sorry, everypony! Who's next?" said Pinkie as she turned her attention to the impatient line.

Just before she made it to Rarity's boutique, she decided to stop over to Davenport's Quills and Sofas (And Beds!) to order Spike's new bed. As soon as she came within sight of it, she could see something was wrong. It was Saturday, the busiest Market Day of the week, and like all the other merchants on the Square, he usually had his merchandise laid out in front of his store. But his store was dark and locked up tight. She landed in front of the door, where there was a sign taped on the inside of the glass: "Closed for family emergency." She stuck out her bottom lip, thinking, "I hope everything's alright." She turned and took flight for Rarity's, giving the matter no more thought.

She soon touched down at the Boutique and excitedly rushed in looking for Rarity. The store was mostly empty at the time, just a few ponies browsing, but the fashionista was nowhere to be seen. Twilight impatiently called out, "Rarity! I need to see you!"

"Heavens, Twilight!" cried Rarity, as she rushed from the backroom. "Whatever is the matter?" She turned to her customers. "Nothing to be alarmed at, everypony! Please, continue shopping!" She took Twilight by one of her hooves and led her to the back. "What's so urgent, darling?"

Twilight grinned. "Spike's back! He came home last night!"

Rarity turned slightly pale. "He...did? And...how is he?"

"He's great! We had a long talk, straightened a few things out, and then, since he's too big for his old bed, we slept together!" She clapped her hooves in glee. "I was so worried about him being angry with me, but he was as glad to be with me as I was with him!"

Rarity blushed. "He...was?" She cleared her throat. "Well, if you two are happy, then I'm happy for you both, Twilight."

Twilight hugged her, which Rarity awkwardly returned. "Thank you, Rarity!" She pulled back and added, "I'm so excited, I'm throwing him a party this afternoon. Can you come?"

"Of...of course, darling! I wouldn't miss it..."

Twilight smiled and turned to go, then stopped. "Oh! Before I forget, I'll be needing some gems for his special cake. Do you have any I could use?"

Rarity pointed to a basket in the corner where she kept all her scrap jewels. "Over there are some I don't need. Take all you like." Twilight walked over, then loaded her saddlebags with about half of them, while Rarity watched her with a still stunned expression on her face.

She managed a smile when Twilight turned back to face her. "The party's at three, at the Library. See you then, Rarity!"

Rarity gave her a slow wave as she left, then sat down. Then she drew a deep breath, walked back into the main shop, and announced, "I'm very sorry, but we're closing up early today. Please bring all your purchases to the register. I look forward to serving you all very soon!" When she'd taken care of the last customer, she locked the door, turned out the lights, and went to her kitchen. Taking out a fresh tub of ice cream, she sat facing one of the windows and proceeded to devour the entire thing, her face never changing its flat expression.

Fluttershy awoke with a scream. She sat straight up in bed and looked frantically around her. All appeared normal; the Sun was shining brightly through her windows, her bedsheets, though rumpled from her tossing and turning, weren't covered in blood, nor was she. She licked urgently around in her mouth, feeling for fangs. Nothing, just her normal teeth. She drew a deep, shuddering breath and got out of bed.

After attending to all her animals, she made herself a cup of calming chamomile tea and sat down on her porch, still somewhat shaken by her nightmare.

That's how Twilight found her later that morning, her eyes empty, staring into space, cup of tea long gone cold in her hooves.

After dropping off the gems with Pinkie, ( and offering a few "helpful" suggestions for the cake's ingredients, which Pinkie politely but firmly refused ) Twilight headed for Sweet Apple Acres. On the way, as she was passing underneath a low-hanging cloud, she distinctly heard...snoring. She looked up, only to see a rainbow-colored tail hanging off the end of it. She flew up and alighted on it. Sure enough, there was her pegasus friend, flat on her back, dreaming away. Twilight started to nudge her awake when she stopped as Dash started talking in her sleep. "Oooo, baby...just like that...more! Zzzzzz...gimme...more...I...can take it...zzzzz...."

As Rainbow started to move one of her hooves down to her lady parts, Twilight closed her eyes and shouted, "Rainbow! Wake up!"

"Zzz...what? Who?" Dash sat up and rubbed her eyes. She looked around sleepily and spotted Twilight, whose face was a deep red. "Oh, hey, Twilight..." She yawned and smacked her lips a few times. "What's up?"

Twilight cleared her throat noisily and stammered, "I...I just wanted to invite you to a party I'm throwing this afternoon for Spike at the Library. He came back home last night, and we're celebrating."

Rainbow's eyes grew wide. "Spike's back?!" She rubbed her hooves together. "Aww, yeah! I get first crack at him!"

Twilight blushed even harder. "Rainbow! He's been changed back to his normal self! He's not like he was before!"

Dash's shoulder's visibly slumped. "What? You mean...he doesn't have that monster cock anymore?"

"No!! And even if he did, I highly doubt you and he would be an "item!" Twilight huffed and stuck her nose in the air.

Rainbow smirked at this. "Don't be too sure, egghead. I can be pretty irresistible when I want to be!"

Twilight was starting to regret this conversation. "Just...behave yourself, alright? The party's at three; will you come?"

Dash waved a hoof. "Yeah, yeah, I'll be there. But I can't promise I won't be dreaming about that big dick!"

Twilight turned to go, but spared a glance at her over her shoulder. "So I saw..."

"Huh?"

"Never mind! See you at three!" Then she flew off and was gone.

All of the Apples had just finished the Zap Apple Ritual and were all seated on the porch, still wearing their costumes. Applejack had had the idea to record their performance this time, so she was just putting away a stopwatch when her keen eyes spotted a purple blotch in the distance, headed their way. She got a wicked grin on her face and quickly pointed out the approaching pony to Big Mac, then made a bet with him. He returned her smile and shook on it, then they settled back to wait.

Soon, Twilight landed, and her eyes grew big. Applejack, Big Mac, and Granny were all wearing...bunny costumes. Granny Apple was snoozing, but both the Apple siblings had unreadable expressions on their faces, with no hint of explanation. Applejack suddenly started a stopwatch, then addressed her. "Mornin', Twilight," said Applejack. "What brings you by?"

Twilight's eyes shifted from one to the other, and her lips trembled. Applejack leaned forward in anticipation. But then, Twilight said, "I...just wanted to invite you to a party at the Library I'm having for Spike this afternoon."

Applejack's eyebrow's raised. "Spike's back? Is he okay?"

She nodded. "Cadence was able to return him to his normal self, so everything's fine." Still, sweat was starting to form on her brow, a detail that did not go unmissed by the Apples.

Any second now. "Wahl, Ah'll be sure to come! What time?"

"Th...three..."

"Fine an' dandy! See y'all there!" smiled Applejack. Her shoulders slumped when Twilight turned away and was about to take off when the door opened, and out walked Alex, followed by Apple Bloom, both in costume. He had floppy ears that stood straight up from his head, large pink feet, and padding that made his belly look two sizes larger than it was.

When he spotted the alicorn, he smiled and said, "Hey, Twilight! What's up, doc?"

That did it!

She turned back around and screamed, "Why are you all wearing bunny costumes?!"

Applejack clicked the stopwatch off and showed it to Mac. With a smug grin, he said, "Pay up."

Applejack scowled. "Y'all only won by two seconds, Mac!" The smile never left his face.

"Fair's fair, AJ. Ah won, pay up."

"Will somepony please tell me what's going on?!" exploded Twilight.

Applejack waved a hoof. "Oh, we jus' had a bet ta see how long it would take you to ask why we're all wearin' this stuff...Ah bet a minute, but even Ah thought it wouldn't take that long!"

Twilight frowned as she shifted her gaze from the ponies, to the Human ( who had produced a carrot from somewhere and was now munching it ) and back to the ponies. "So...now that you've had your fun, mind explaining the costumes?"

Applejack smiled. "Don't you remember? It's Zap Apple season!"

Twilight still looked lost for a few moments, then her memory caught up with her, and she finally returned the smile. "Oh, okay. All those actions you all do for the Zap Apple harvest every year!" She turned to Alex. "But...why are you dressed up?"

Alex took another bite of his carrot and said, "Applejack told me all about it, and it sounded like fun! So I had one of the clothiers make me this costume! Isn't it great?"

Twilight smirked. "If Fluttershy saw you in that, you'd quickly become her favorite."

Alex's brow knitted. "Fluttershy. That's the really shy yellow one, isn't it? I don't think she likes me very much."

"Why do you say that?" asked Applejack.

Alex shrugged. "All this time, she's never spoken to me. Even that time we all had dinner here, she didn't say two words to me, and hardly looked at me."

"You just have to get to know her. She's really quite sweet!" said Twilight. Then she added, "I don't know if you heard, but I'm throwing a party for Spike this afternoon, and I'm inviting all my friends, so she'll be there. Maybe you two can talk then."

Alex did a double-take. "Wait: Spike's back? Is he alright?"

Twilight smiled brightly. "He's better than alright! Princess Cadence was able to change him back to his normal self, so he came home, and he and I patched things up! I can't wait for everypony to see him!"

Alex shifted uncomfortably in his seat and patted his "paws" together. "Umm...is he pissed at me?"

Twilight's brow's raised. "No! Why would he be?"

Alex looked away. "It was me that changed him, and caused the rift between you two. I'm glad you two made up, but he might still be blaming me."

Twilight stomped her hoof. "Alex! That was an accident! Spike is a noble dragon! I'm sure he doesn't blame you!"

He remained unconvinced. "I'd blame me...but if you're sure, I'll certainly come."

Apple Bloom piped up. "Can Ah come too?" She looked up at her idol. "Ah wanna go with Alex."

Twilight and the others smiled warmly at her. "Of course, honey! We'd love to have you!"

She sighed. "Now that that's settled, I'm on my way to Fluttershy's. See you all at the party!" With that, she turned and flew off.

The others watched her go, then Alex grinned and said, "Think we should wear this there?"

Applejack thought about it for a moment, then shook her head. "Naw, that would be too much. You stick out enough as it is...seein' you in a big bunny costume would probably cause a few heads to explode."

Alex took another bite of his carrot. "You're no fun."

"Fluttershy! Fluttershy! Are you alright?!" Twilight waved a hoof in front of her eyes, trying to get her attention.

The yellow pegasus shook herself and blinked, then looked at her friend and quietly spoke. "Oh, hello Twilight. I didn't see you there."

Twilight frowned. "I've been trying to rouse you for several moments! What's wrong?"

She looked away. "Nothing. I...just had a really bad dream, that's all. I was trying to process it."

"It must have been a bad one, to get you like this." She gently took her hoof. "Would you like to talk about it?"

Fluttershy put down the cold teacup in her other hoof and sighed. "It's...very personal, Twilight. I'm not sure I should share it with anypony..."

But still, Twilight pressed her. "I've never seen you like this, Fluttershy. You don't have to give me the details, but I'm certain it will help if you try to talk about it."

Fluttershy chewed her bottom lip, thinking. Finally, she whispered, "If I do bad things in a dream, does that make me a bad pony?"

Twilight sat back and thought for a moment. Then she said, "Luna is actually the expert on dreams, but from what I've gathered, dreams are just the subconscious sorting out emotions. For example, if one has been undergoing undue stress, one tends to have dreams that match that stress." She took her hoof again. "But to answer your question, no, it doesn't make you a bad pony. What we do in dreams isn't real, they're only part of our imaginations."

Now it was Fluttershy's turn to frown. "So...my imagination is still part of me...that means it was part of me that did it."

Twilight nodded. "Yes, Fluttershy. We all have our dark sides. That's unavoidable. But it's what we do in the light, while we're awake, that's the true 'us.'" She gripped her hoof. "Do...you feel your 'dark side' taking over?"

Fluttershy looked sharply at her, then looked away again. "Sometimes...I don't know..." she answered in a soft voice.

Twilight patted her hoof. "Fluttershy, I think you've been spending too much time alone. I did see you out at the Nightmare Night...err..."celebration," but I think it would be good for you to spend some more time with us." Her face brightened. "I have some good news! Spike came home! Cadence was able to return him to his normal self, so we're celebrating! Come to the party I'm throwing at three; it will do you good."

Fluttershy gave her a wan smile. "That does sound like a good idea." She looked at her. "Who's going to be there?"

"Well, all of our friends, plus Alex." At the mention of the alien's name, Fluttershy's demeanor changed, which Twilight noticed. "Is...something wrong?"

Fluttershy chewed her lip again. "It's just that...I haven't spent too much time around him." She looked at Twilight again, though this time her gaze was more intense. "What's he like?"

Twilight smiled. "You have nothing to worry about! He's a fine and gentle stallion, very considerate and kind. I think you'll really like him once you get to know him."

Fluttershy stared at her, then dropped her voice to a whisper. She leaned in close and said, "I mean, what's he like...in bed?"

"Oh!" Twilight drew back as her face began flaming. "Oh...that..." She cleared her throat nervously. "Well...I don't have a lot of experience with males, but I have to say....he's fantastic!"

The yellow pegasus perked up for the first time in their conversation. She turned her body fully towards her friend, grabbed both her hooves, and grinned. "Really?! I need details!"

"Fluttershy!" exclaimed Twilight. "You know I don't like talking about such personal things!" Still, she barely hid a smile as her thoughts were clearly shown on her face.

Fluttershy looked away again and smiled as her eyes drew inward. "Maybe I'll just have to find out for myself," she muttered.

"Hmmm, well, you need to talk to him, first!" said a still-blushing alicorn. She got to her hooves. "The party will be at the Library; will you come?"

Fluttershy nodded. "Of course, Twilight. You're right: it's time I spent some "quality" time with this alien."

The innuendo flew right over Twilight's head. "Great! See you there!" She turned and took off.

Fluttershy watched her go, as she turned over her plans in her mind. All she needed now was that special bed she'd ordered...but perhaps...it wouldn't hurt to see if she could arrange some "alone" time with Alex beforehoof...as an appetizer before the main course.

She smiled again, and licked her lips.

The Party

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Davenport returned to his hotel room, completely exhausted. It had been a grueling day, both physically and emotionally. His youngest niece had been hospitalized, and he'd only gotten the message very late the night before, so he'd had to rush out of Ponyville and just barely made it to the train station for the last one to Manehatten. He and the rest of the family had spent the day around her bed or in the waiting room, just comforting each other while they waited for the doctors to tell them anything.

Finally, after many hours, the unicorn surgeon had entered the waiting room, and all had jumped to their hooves. He smiled a tired smile, and told them all she'd come through the surgery, and would soon recover. They all wept with joy and hugged each other, then after some time, each had returned to their homes or hotels. When Davenport reached his, there was a message waiting for him. He read it, then grimly smiled.

His "secretive" client would be pleased.

Pinkie had outdone herself with the decorations this time. She knew this was a very special occasion for Twilight and Spike, so she took her time and did her very best. She'd taken out all the tables and chairs and converted the Reading Room into a huge Party Room, complete with all the trimmings and a stereo with all the latest samples of the current music. An elaborate cake was planned to be set in the middle, along with Spike's special gem cake, which would be surrounded by a veritable mountain of treats and drinks. Having extensive files on just about everypony in town, she also knew their food preferences, so she'd included a few meat snacks. Contrary to the common knowledge of most of Equestria's other denizens, ponies do indulge in meat from time to time, so long as it isn't bloody. To that end, she'd provided some fish dishes for her pegasus friends, and a few ham sandwiches for anypony else that wanted something different.

The ham sandwiches would have a very profound effect on Alex once he found them. Having never had meat on this world, since he'd lived with the Apples who were strict vegetarians, he wasn't prepared for what would happen to him. Neither would anypony else. But we'll get to that later...

Meanwhile, Spike was in the kitchen making a late lunch. After the debacle of "breakfast," he was going to do his best to make it to the kitchen before his well-meaning sister, bless her heart. First to the kitchen, he promised himself. Every. Time. She had come home an hour earlier, obviously troubled about something. After some effort, he'd convinced her to take a short nap while he pampered her. He made all her favorites and had set everything on the table when he noticed she had yet to come down. He frowned. Usually, the smell of his cooking was enough to rouse her even from the deepest sleep, so he took off his apron and went up to see what was what.

When he got to the side of the bed, he stopped and watched her. She was tossing her head from side to side and moaning in her sleep. "No...no...clowns! Clowns!...doing...unspeakable...things...to...each...other...!" He shook her awake. She sat straight up and screamed, "Clowns!" then looked around and spotted her assistant. She took a few moments to catch her breath, then said, "Oh, Spike...was I dreaming?"

He solemnly nodded. "Yeah, and from the sound of it, it was a doozy. You okay?"

She bent forward and held her forehead for a moment, then said, "Did I say anything in my sleep?"

Spike's brow creased. "Something about...clowns?"

Her eyes grew wide as she bolted erect and yelled, "Now I remember! Don't let them get me!" She scrabbled backwards in the bed and flailed her front hooves as if warding off a blow.

Alarmed, Spike grabbed her and cried, "Twilight! Please calm down! It was just a dream!"

Pinkie heard the commotion and came running up the stairs. "What's going on?! Twilight! Spike! What's wrong?!"

"She had some sort of nightmare! Help her!" yelled Spike as he continued to try to hold her down. Pinkie got up on the other side of the bed and forcefully hugged Twilight until she stopped struggling, and gradually relaxed. Pinkie spoke soothingly to her.

"There, there...Twilight...Auntie Pinkie is here...tell her what's wrong..."

Twilight's bulging eyes swiveled slowly up to Pinkie, then to Spike, and then to the far wall. She clutched the blankets up to her chin as Pinkie released her and sat back. Both she and Spike knelt on the bed on either side of her and waited, giving their purple friend all the time she needed. Finally, in a shaky voice, she spoke.

"I saw Mayor Mare and...Mr. Waddle together today...they were...kissing..."

Pinkie and Spike both spoke at the same time: "Mr. Waddle, Our Town's Oldest Resident®?"

Twilight nodded her head while keeping her gaze on the far wall. "Y...yes! It reminded me of...that night!" She sat up and let the covers fall to her lap as her voice became spooky and distant. She gestured dramatically in the air as she began...

"It was a dark night, as black as pitch! I had just arrived at the Town Hall, and made my way through the mob of ponies...ponies in costumes...scantily-clad ponies...doing things to each other..."

"They were all under a spell, and only I, Twilight Sparkle, knew how to break it! But it was to no avail! Nopony wanted my help..."

"I started to leave...and that's when...I heard it! The squeaking...the grunting...the squishing..."

"I turned around...and saw...and saw...them! The Mayor was dressed in...baggy, polka-dot pants...big, floppy shoes...rainbow-colored wig...bright face paint with a goofy smile...and Mr. Waddle was...behind her! He'd pulled down her baggy pants, ripped off her panties, and...and...had both hooves planted on her bare ass! They were having...Clown Sex! Clown Sex!! Her eyes were rolled back in her head and she was drooling as her tongue lolled out past her orange, painted-on smile while his cock had grown to monster size and he was pumping and thrusting and pumping and thrusting!"

"And the worst part? The worst part?! Every time he did, that...red, clown nose she was wearing...would...honk!"

She put her front hooves together, drew them apart, and clapped them together again, and every time she did, she would repeat the word, "Honk!", her eyes never losing their thousand-yard stare into Nothingness...

"Honk!...(clap)...honk!...(clap)....honk!...HEY!" She stopped speaking and pouted at Spike and Pinkie. The honking scene had been the last straw for them, for they had both fallen on their backs and were howling with laughter as they held their stomachs, with tears streaming down their faces as they kicked their legs. She crossed her arms and scowled, "I'm glad to see my trauma is sooo amusing to you two!"

As she continued to pout and watch them, it took over a minute for them to recover. Spike finally sat up, wiped the tears from his eyes, and said, "Sorry, Twilight! But that was just too funny! Clown sex!" With that, he was sent into another fit. Pinkie had almost regained control of herself, but when she saw Spike fall back into another round, she couldn't help herself. She had the grace to muster a quick look of apology to Twilight, but then fell off the bed as she was again overcome with hilarity. Twilight huffed, and crawled off the bed, sparing them both a look of pure venom. The smell of good food had finally reached her brain, so she gathered her tattered dignity, stuck her nose in the air, and stomped down the stairs to the kitchen. Once there, she seated herself at the table and began angrily eating while trying to ignore the gales of laughter that followed her.

She was about halfway through her meal when they appeared, still giggling but trying to appear solemn. "We're really sorry, Twilight. Please forgive us," said Spike. Pinkie nodded her agreement and sat down next to her. Twilight kept shoveling food into her mouth, refusing to speak, but after a few moments, she did.

She frowned at them both. "Phobias are no joke, Spike!"

Spike sighed and sat close to her. "Twilight, I...we...have both known you for years. Since when have you been afraid of clowns?"

She took a moment to consider, then reluctantly admitted, "Well, I guess I'm not...I suppose I was just traumatized by what I saw..."

Pinkie jumped in. "And what you saw was pretty silly, wasn't it?"

She looked down at her food, thinking. Then she drew a deep breath, smiled, and said, "Actually...I guess it was. I don't know why it affected me like that!"

Pinkie gently took her hoof. "You were probably just stressed out from that night. It was quite the experience, let me tell you! You should have joined in on the fun!" She grinned a salacious smile at her friend, who blushed and looked away. Twilight cleared her throat nervously and withdrew her hoof.

"I...prefer to keep my dalliances private, if you don't mind!" In order to cover her discomfort, ( and try to change the subject ) she turned her attention back to her food. "This is really good, Spike! Thanks for making it!"

Spike smiled. "No problem, Twilight."

But Pinkie "Can't Take a Hint" Pie continued with a dreamy, far away look on her oblivious face. "It really was so much fun! I had one stallion, who started with my pussy then he pulled out and stuck his big, sloppy, wet cock deep inside my ass over and over, then unleashed a flood of hot cum inside me! It felt so warm and sexy! Once he was finished with me I joined two others, and one stuffed my throat with his meaty, tasty, fat dick! While I was happily sucking and slurping on his wonderful, throbbing pole I opened my back legs and arched my back while the other lifted my tiny skirt, spread my cheeks and started fucking my---"

"Pinkie!" shouted Twilight. "I think we've heard quite enough! How are those decorations coming along?"

She was still lost in her memories. "So much cock..."

"PINKIE!"

Pinkie shook herself and came back to the present. "Hmm? Twilight? What did you say?"

"I said, how are those decorations coming along?!"

She jumped. "Oh! Those! Quite nicely! I've got all the trimmings and the music set up, we just need the food. I was just on my way to go get it."

Twilight looked at the clock. "You have less than two hours to have everything ready. Will you need any help?"

Pinkie waved the notion away. "Twilight, Twilight! How many times have I done this? All will be fine!" She got up from the table but stopped when she spied a plate of fresh muffins. She pointed at them. "You gonna eat those?" When Twilight shook her head, Pinkie grinned and upended the entire plate into her mouth and finished them in one gulp. "Mmmm! Blueberry! Thanks!" Then she pronked out of the Library, singing as she went. Twilight exchanged a look with Spike and slowly shook her head as she watched her go. She'd seen her inhale far greater amounts of food, yet she never gained an ounce! One moment she was fondly reminiscing about having a hot ménage à trois, in public, which included both oral AND anal sex, and the next she's skipping and singing, innocent and carefree.

"I will never understand that mare..."

Rarity scraped the last bit of ice cream from the container and let it fall to the floor. She turned around from the window and looked at the clock. Less than two hours to go to the party. She frowned and came to a decision. If they were happy being a couple, then who was she to say otherwise? May as well get them a gift...something to spice up their "fun times" together. She smiled. And she knew just where to get it!

She went to her closet and took out her disguise: a dark trench coat with padded shoulders, a large, wide-brimmed hat, sunglasses, and a fake beard and mustache. She quickly did her mane and tail up in buns so they wouldn't show under her getup, donned the whole affair, and this time added a cigar, which she planned to light up just before she entered the shop. She went down the stairs to her back door. Opening it a crack, she peeked out. Seeing the coast was clear, she slipped out and used the back alleys and side streets until she reached her destination to the seedier part of town. She smiled as she went. Her disguise was foolproof, and in all the years she'd used it, nopony was ever the wiser.

Mister Dick Dickley, unicorn owner and sole proprietor of "Dick's Private Emporium and Sex Shoppe" was told by his friends in Manehatten he was daft to try and open a store with his particular brand of merchandise in a sleepy little town like Ponyville. But he'd followed a hunch that this "sleepy little town" would prove to have more than its share of randy customers, and the years had proven him right. From the outside, it was unremarkable: no marquee, shaded windows, only a red light that was permanently shining over its elaborately carved wooden door. But once inside, one was treated to a spectacle of various forms of debauchery lining the walls, from racks and racks of magazines and books catering to every taste, to movies for the more affluent customers. For his patrons with truly deep pockets, he had contacts to order life-size, anatomically correct dolls of ponies, sheep, and other members of Equestria's denizens, though he kept no examples onsite as he found them rather creepy. As an aside, he'd steadfastly refused custom orders for a certain...purple alicorn doll, as well as orders for replicas of her friends, since he found such things unethical. Other than that, one could find an assortment of toys, lingerie, enhancements, edible pleasure oils, lubricants, though no prophylactics or condoms, as these were unknown in Equestria at the time. Mr. Dickley himself appeared to be nothing like a porn merchant; indeed, one would be forgiven for mistaking him for a professor, given his graying goatee, pince-nez glasses perched on the end of his snout, ubiquitous tweed jacket, and scholarly manner. He'd installed red carpeting when he'd first opened, but after the hassle of cleaning up various...fluids...he had the carpet removed and simply had bare concrete.

Though he did the majority of his business in the wee hours of the night, Saturday was special, as it was the busiest Market Day. So he'd decided to open for a few hours in deference to some of his bolder customers, who either didn't care about their reputation in town, or simply needed something he was selling. Right. Now. He smiled. He knew many ponies who wouldn't look him in the face if they met in public, but secretly frequented his shop. This, he didn't mind. He knew the nature of his business, and he certainly didn't judge.

Over the years, he'd gotten to know each of his customers fairly well. So when he looked up from the counter as he heard the little bell ring over the door, signaling the arrival of another customer, and he saw who it was, he had to mightily resist the urge to facehoof. Not this again. Whom does she think she's fooling? He'd seen more than his share of customers that tried to hide their appearance before coming into his shop, but they always seemed to forget to disguise the one thing that gave them away: their scent. So when the "stallion" approached the counter, he put on his best professional smile and said, "Good afternoon, "Mr. Johnson!" What can I get you today? The usual order?"

Putting on a gruff voice, "Mr. Johnson" said, "No, not today, heh heh heh. Got me some friends what need a little "spice" in their lives, if ya know whut I mean?" She, or rather, "he" took a puff from "his" cigar. "Whatcha got for a couple like that?"

Dick did his best to hide a smile. The cigar is a nice touch, he admitted to himself. "Well, we have all sorts of scented, flavored oils, various lubricants, numerous toys...is this an unusual couple?"

"Mr. Johnson" was silent, obviously thinking. "You could say that." Lowering her voice she whispered, "One's a dragon, the others a pony." She hastily added, "But, I didn't say nuthin' about that, darlin---I mean, dude! Youse didn't hear it from me!"

Dick sat back and smiled. "Of course. I won't say a word to anypony." Here he leaned forward and lowered his voice. "But your lady friend...pony? I'm assuming? Is in for quite the adventure! Dragons are known to be quite virile and...hmm...imaginative, when it comes to sex."

Rarity was so surprised by this last she dropped her cigar and forgot to disguise her voice. "Really? How do you know?"

The unicorn stallion made not to notice the slipup. "I make it my business to know the sexual interests of anycreature who walks through my door. Besides, I have a book, very old, on the subject."

Rarity's eyes grew wider behind her glasses. "You have a book on dragons?"

He shook his head. "Not on dragons, specifically. It's a rather extensive book, but there is a small section about them in it."

She put her hooves up on the counter. "May...may I see it?"

"Certainly." He turned from the counter and rummaged around on a shelf behind him. After some time searching, he declared, "Ah! Here it is!" Using his magic, he lifted an old, leatherbound tome and placed it in front of her. Finding the section on dragons, he opened it and said, "As you can see, it doesn't contain that much information, as we know very little about them. Only a few pages. But I see you find it of interest?"

She could only nod, as she was enraptured by what she was reading. Finally, she whispered, "How much?"

He cocked his head. "Sorry?"

She looked up at him. "How much do you want for this book?!"

He sat back and closed the book with a heavy >thud!<, then removed it from the counter. "Forgive me, "Mr. Johnson," but it's not for sale." He frowned and looked her straight in the eyes over his glasses to emphasize his point. "At. Any. Price."

"Mr. Johnson" blushed from the not-so-subtle rebuke and went back to all four hooves. "Quite alright...umm...dude...I unnerstan'! Musta bin hard to find a book like that, heh heh heh!"

He gave "him" a lopsided smile. "Yes, indeed it was. Now, about your purchases?"

"He" cleared "his" throat and said, "Umm...yeah! I'll take the specialty oils, the lubricants...and that skimpy costume fer the mare! Mares gotta look sexy fer their males alla time, amirite?!"

Dick smiled. "Indeed they do. Shall I gift wrap it all for you?"

"Please...I mean, yeah, sure!"

After putting it all in a box, he covered it in black wrapping and tied it with a hot pink bow. He used his magic to lift it to her, adding, "I hope they enjoy their gifts, "sir." Please come again."

As she finished paying, she quickly turned to go and bumped nose-to-nose with Lyra, who had come up behind her just as she was leaving. "Oh! Sorry, Rar--" but that was as far she got before she was distracted by Dick loudly clearing his throat. Lyra looked up at him as he mouthed the word "no!" and made a slashing motion across his throat. Without missing another beat, Lyra continued with, "...sorry "sir!" Didn't see you there!"

Rarity adjusted her glasses and looked down as she hurried out of the shop, muttering, "Quite alright, babe! Happens to the best of us!"

Lyra watched her go. "Babe?" She then turned to the proprietor. "What was that all about?"

He sighed and said, "It's a long story..."

Three o'clock soon rolled around, and guests began arriving. The first to show up was, of course, Rainbow Dash. She always wanted first crack at the goodies, before ( as she put it ) "they'd been hoofed over by everypony in town." But this time when she entered the Library, she did so rather cautiously. Twilight was the first to see her. "Welcome, Rainbow! Come in, get something to eat!" Rainbow still looked around without speaking. Twilight frowned. "Something wrong?"

Finally, she said, "Where's Spike?"

Twilight stared at her for a moment, then turned her head slightly without taking her eyes off her. "Spike! Come out here, please?" Spike came into the room munching a cupcake. He smiled when he saw the pegasus.

"Hey, Dash. Thanks for coming!"

Rainbow pouted as she looked at him, then walked up to him and gave him a hug. But while she was doing it, she buried her head in his shoulder and sniffed deeply. "Crap...nothing," she muttered.

Spike drew back and looked at her. "Excuse me?"

But she just smiled nonchalantly and said, "Welcome back, Spike! I'm just glad to see you!" She then made her way over to the buffet table and started stuffing her face. Even the arrival of a full barrel of the Apples' famous cider did little to lessen her sullen mood. It was only after the "Blücher Event," as it came to be called, did she and the other ponies who were there at the time ( and those that heard about it afterwards ) see the eventual humor in it and finally laugh over it.

The Library filled up with otherwise content ponies after that, with Fluttershy and Rarity showing up. Rarity presented her gift to Twilight. "Now then, this is a private gift for you and Spike...don't open it out here in public!" She smiled as she spoke. Twilight looked warily at the gift, then back up at the fashionista.

"Ooookay, Rarity. Whatever you say." She put the gift in a corner and tried not to think about it. Just as she was turning away, Spike came around the corner. When Rarity saw him, her jaw dropped, and she stood stock-still. Instead of the towering hulk she'd expected, he was now at her eye level and missing the overpowering pheromones he'd had before. Her confusion was quite evident, for Twilight asked, "Are you alright?"

After giving a furtive look at Fluttershy ( who had immediately read the room and had turned away to engage herself with Rainbow Dash ) Rarity sputtered, "But...but he's not like he was before! You said you...and he...I mean...what's going on?!"

Twilight and Spike exchanged a look, then they both stared at Rarity. "What exactly are you talking about?" asked Twilight.

Rarity blushed the deepest red she'd ever done, then dropped her voice to a whisper. "Didn't you tell me earlier in my shop you two were...a couple?"

"Rarity!" cried Twilight. "I never said that! Whatever gave you that impression?!"

Her voice got even lower, wishing she were anywhere else. "You...you said that you...and he...slept together..."

Twilight smiled. "We did! And it was the best sleep I've had in weeks! But I don't see---" she was interrupted by Spike taking her aside and whispering in her ear. Her eyes grew wide as he was speaking, then she turned back to Rarity with an even redder face. "Sweet Celestia, I had NO idea! I'm so, SO sorry Rarity! That's not what I meant at all!"

Rarity breathed a huge sigh of relief and had to sit down. "Perfectly understandable, darling! I'm just glad we were able to straighten all that out!" They all had a good laugh about it and moved on to the rest of the party.

They were all so relieved they completely forgot about Rarity's gift.

The last to arrive were the Apples: Applejack, Apple Bloom, Big Mac, and Alex. Mac was carrying a huge barrel of first-draft cider over his shoulder, and they weren't alone. The sight and smell of the cider had attracted a number of other, uninvited citizens of Ponyville to the party, and a few of these cautiously peeked their heads into the door. "Is...somepony having a party?" one asked.

Twilight looked up and saw them, frowned, and began with, "I'm sorry, but this is a special party I'm throwing for Spike, and I don't want---" but that was as far as she got before he gently interrupted her.

"It's okay, Twilight...I don't mind." He turned to the party crashers. "Come on in, you're all welcome!"

The herd of about ten or so ponies entered and looked around. Some made their way over to the refreshments, while others started chatting with Pinkie, the Apples, Rarity, and the other ponies. Even though they'd seen the Human arrive with Applejack and her family, after a few minutes it was painfully obvious they were making it a point to avoid him, a point that wasn't lost on Twilight, who had been watching them all closely. She frowned again and was about to speak, but she was once again stopped by Spike, who had seen the look on her face. He drew her aside. "Twilight, we can't change ponies' minds. They'll eventually get used to him. You'll see!"

Twilight looked at him for a moment, then smiled. "I told Alex you weren't mad at him, but I have to admit I'm actually surprised at your attitude. You mean you really don't blame him?"

Spike shrugged. "It was an accident. He can't help his effect on you mares, just like he didn't know what his effect would be on me. So long as I don't touch him again, we're cool."

Twilight stared at him with glowing eyes, then gave him a warm hug. "You truly have grown, Spike!" She raised her voice to address the room at large. "Now that everypony is here, let's get this party started!"

So for the next few hours, they all played games, danced, ate, drank TONS of cider, and generally had a good time. All but Apple Bloom. Put simply, she was bored out of her mind. Even though some of the other ponies had brought their kids with them, they also had instilled their "standoffish" attitude towards the Human in them, so like their parents, they didn't talk to him, even though some of them had been present during the "boulder" incident. Apple Bloom thought this all extremely unfair, and as a result, kept to herself once she noticed their attitudes. On the one hoof, she was glad she didn't have to compete with the other children for Alex's attention, but on the other, she didn't like her friend being slighted in any way.

If Alex noticed the way he was being treated, he gave no indication. He took part in all the games he could, mingled with his friends, had his fill of the cider. It was only when he'd grabbed a slice of cake ( he had yet to notice the ham sandwiches ) that he looked over and saw Apple Bloom practically nodding off in a corner by herself. He went over and sat cross-legged on the floor next to her. He looked down at her and smiled, then said, "You know, this cake is pretty good!" He set it down and continued. "BUT! I've heard of something...far sweeter...much more...moist and tender..." He began to drool as he stared at her. Her eyes grew wide as she slowly looked up at him. He grinned a wicked grin, wiped his mouth, and said, "I believe I shall partake of...young filly!"

She got slowly to her hooves and backed away, a smile beginning to form on her face. "You...you wouldn't!"

He held up his hands and waggled his fingers menacingly. "Oh, yes I would!"

She screamed and bolted for freedom, but he was too fast for her! "Gotcha!"

She flailed her limbs as she shrieked and giggled. "No! No! Don't eat me! Ah taste terrible!"

He threw back his head and laughed an evil laugh of triumph. "We shall soon find out!" Eyes as big as dinner plates, she craned her neck to look at him and see what he was doing as she squealed and struggled in a vain attempt to escape. Pausing only to lick his lips and to savor his helpless prey's predicament, he brought her slowly to his mouth. "And now...I FEAST!" He began to lightly nibble on her back as she continued to scream and laugh.

"Ahh! Ahh! Ahh! That tickles!"

"Ohm nom nom! Delicious filly! Must have more!"

By now the other children had seen what was going on and were jumping up and down with excitement. But one of the parents had the exact opposite reaction. A mare dropped her drink, yelled, "He's biting that filly!" and began to rush over, but was stopped by a hoof on her shoulder. It was Applejack.

"Calm down, he's just playin' with her."

The mare rounded on Applejack. "How do you know?! He's so big, he might hurt her!"

Applejack took a sip of her cider. "That's mah sister, and Alex is mah friend. Ah trust him, an' if'n you just give him a chance, you'd trust him too."

Meanwhile, Apple Bloom had reached her limit. "Stop! Stop! Ah'm gonna pee if ya don't stop!!" With one more nibble, he set her down on his lap, where she gasped and struggled to catch her breath from her ticklish ordeal.

Alex looked down at her and patted his stomach. "A fine, fine meal!" This sent her into another fit of giggles as he laid a warm hand on her side. She snuggled his hand like a blanket as her laughter tapered off, then she closed her eyes, sighed, and fell promptly asleep, completely worn out.

One child broke free from his parents and rushed up to Alex's side. "Betcha can't catch me!" he cried, but Alex gently shook his head and laid a finger to his lips. The colt's father quickly came up and scooted his son away, with an apologetic look to the Human. "Aww, dad..." the colt said but allowed himself to be led away.

After a while, Big Mac approached the two. He took a moment to smile warmly down at his peacefully sleeping little sister, then he said, "Ah think this one's all tuckered out. It's time me and her got home." Carefully, Alex lifted her onto his back, then Mac gave the Human a hoof bump. "See you later, Alex."

He smiled. "Right back atcha, Big M!"

As he was walking away, Apple Bloom mumbled, "Where...where we goin'? Ah...wanna stay...wif...Alex...zzzzzz.."

Mac smiled. "Time fer bed, sweetie. You'll see him tommorerr."

Just as they reached the door, Apple Bloom lifted a feeble hoof and said, "...g'night, Alex...zzzz..." Then they both were gone. Other parents soon followed suit, bustling their little ones home for bed. They stopped long enough to thank their hosts for the party, and some even allowed their children to run up to Alex and say good night to him.

With the exception of the mare that had been alarmed at his "biting." Despite Applejack's reassurances, the alien was simply too big and scary for her to drop her guard.

Yet.

Just about everypony at the party had watched Alex's antics with Apple Bloom, but none had watched more intently than Fluttershy. She'd kept an eye on him during the entire party, making it a point to never get within a few feet of him, nor speak, preferring as always to bide her time.

But seeing his silly behavior, with no regard for his own dignity, his only obvious concern was to make a child laugh, had touched her deeply. She politely broke off her conversation with Dash, then slowly approached him. "Hi..." she quietly said as she stopped in front of him and sat down.

Alex raised an eyebrow. "Umm...hello. You're...Fluttershy, right?" She nodded, keeping her face mostly hidden behind her mane.

"I was just wondering...can I get you anything?"

Alex looked at her for a moment, then said, "Well, there's two things you can do for me, actually."

She gazed up at him with one eye. "What's that?"

He smiled. "You can move that mane so I can see your pretty face."

She hesitated, then took a hoof and moved her mane around her head until her face was completely uncovered. She closed her eyes, lifted her chin, and sighed as her face was exposed, then opened them and looked him in the eyes. "Better?"

He nodded and grinned. "Very much better! You're absolutely gorgeous!"

"Th...thank you." Her eyes grew sultry. "And...what's the second thing?"

He leaned forward, frowned, and growled in a low voice, "You can tell me why you suddenly have the fucking nerve to talk to me after practically ignoring me for all these months, bitch." He smiled again. "That's all; real simple."

She stared back at him, her eyes never leaving his. Without blushing, she whispered back, "I had my reasons. But seeing how funny and cute you were with Apple Bloom, which is something stallions who aren't dads just don't do, and hearing about how you've been treating other ponies "for all these months" made me want to talk to you." She leaned forward until their noses were practically touching, and added through clenched teeth, "Does that answer your question, you big pile of shit?"

They glared daggers at each other, chests heaving with rage. Alex leaned forward and closed the distance between them until their noses were smooshed together and hissed, "Bitch."

She matched his intensity. "Bastard."

"Whore."

Their lips were less than an inch apart, so close they were breathing into each other. "Fucker," she snarled.

"Cunt!"

"Prick!"

"Wanna go out?"

"I'd love to!"

He grabbed her by the head and began passionately kissing her, which she eagerly returned. Other ponies had been nervously watching the exchange, and when they started kissing some breathed a sigh of relief, while others turned away, embarrassed by the PDA. Applejack took it upon herself to slide up to them and whisper, "Not here, you two! Reign it in!" They broke off and looked around, then they both blushed and offered the watching crowd a sheepish smile.

From that moment, she didn't leave his side except to serve him. Every time his mug was empty, she leaped up to refill it for him. When he wanted something else to eat, she fell over herself to get it. A few of the unmarried mares ( and a couple of the married ones! ) had also been impressed by Alex's antics with Apple Bloom and wandered over to talk to him for the first time, but a single glare from Fluttershy each time put paid to that notion.

As one of the last mares was walking away, Fluttershy snuggled herself close to him and said, "Why don't you tell me a bit about yourself? I've heard a few things, but I'd like to hear from you."

Alex took a sip from his mug and said, "What would you like to know?"

She shrugged. "How was life on your planet, what are the animals like, can I suck your cock, what can you tell me about your family?" Alex choked on his cider and had to pound himself in the chest a few times to clear his throat. Fluttershy sat up in alarm. "Are you okay?"

It took him a few moments to get ahold of himself. "Yeah...(cough!) yeah, I'm fine. What...what was that again?"

She smiled. "Oh, that! I was really wondering what you could tell me about your world and your family? It must be very interesting!"

Alex looked long and hard at her, but she just smiled innocently up at him. "Umm...yeah, well my family is originally from a country on Earth called Germany. I even have relatives from a neighboring country called Transylvania."

Fluttershy's eyes grew big. "Oooo...that sounds exotic! We have a continent here on Equus called Germane, but nothing like that..."Trans...Transill"...what did you call it?"

"Transylvania. It's a very old country, steeped in legends." He smiled. "I had a great-great-grandmother who supposedly worked with a mad scientist who was infamous for creating monsters. But she was quite the character!"

"Really? What was her name?"

Alex gave it some thought. "It's been a while since I thought of her...I know her title was Frau...let me think." His brow furrowed for a moment, then his face brightened. "Now I remember! Her name was Frau Blücher!"

Immediately every pony in the room stood up on their hind legs, pawed the air with their front ones, and neighed at the top of their lungs! Alex jumped to his feet and looked around, while Spike came running into the room.

"What just happened?! he cried.

Alex looked frantically around at the ponies. Every single one of them looked slightly stunned and bewildered. "It doesn't make any sense!" said Alex. "I was just talking to Fluttershy about my family back on Earth, and they all reacted when I said my great-great grandmother's name!"

"What's her name?"

"Frau Blücher!"

They all did it again, rearing up and neighing! "Dude!" yelled Spike. "Don't say that name again!"

Alex nodded, then he and Spike went around to all their friends, offering what help they could. Twilight was one of the first to recover. "What happened?"

Alex blushed. "You all had an adverse reaction to a name I mentioned. I don't know anything else about it."

Twilight shook her head and looked around, then stared up at him. "What was the name?"

He inhaled sharply, then said, "I better not say it again. The effect seems to be involuntary, which none of you ponies have any control over it."

She looked around again. Everypony seemed to have recovered and looked no worse for wear. Indeed, some were already laughing, and going back to whatever they were doing before the "event," so she saw no further need to dwell on it. Some, however, had had quite enough, thank you, and quickly left, a few without bothering to say good night. It was one more item of gossip about the alien that simply couldn't wait. Soon, there was only Twilight's inner circle, and one or two ( still determined ) single mares.

She turned back to the Human. "I suppose we can chalk this up to one more odd thing about you, Alex. I'll need to write a full report to Celestia later, but it looks like no real harm was done." Still, the scientist within her was aroused, and she made mental notes to get to the bottom of what had occurred, despite its benign appearance. This would include spending some intimate time alone with Alex, the prospect of which made her smile for entirely different reasons. "Come to my lab tomorrow, won't you? I need to make extensive notes and document everything I can about what happened, so I can make a detailed report." She couldn't help giving a brief glance at his crotch as she spoke, a glance he didn't miss. He smiled down at her.

"Sure, Twilight. I'd love to help you with your..."research"...any time..." It had been a while since he'd had a chance to pound that librarian booty, and while Pinkie and Rarity's oral skills were better they both didn't match her enthusiasm. He was looking forward to "helping" her indeed!

Meanwhile, Fluttershy had come to herself and had brought him something new to eat. He stared down at the plate, then sat on the floor and took it from her. "What is this? Meat? Ham sandwiches? I thought you ponies didn't eat meat? Where did you get this?"

She indicated the refreshment tables. "It was on one of the back tables. Pinkie sometimes includes some sort of meat dish for the ponies she knows well, as not all of us like it. Give it a try!"

Alex grinned. "This is gonna be great! I've been craving meat since I got here!"

Fluttershy gave a not-so-subtle glance at his crotch and muttered, "I know what you mean..."

He stopped just before he took a bite. "What was that?"

She smiled up at him. "Nothing!"

Alex shrugged, then took a healthy bite of the sandwich.

The effect was almost immediate.

His hands started tingling as soon as he'd chewed and swallowed, so he put down what was left of it and stared at them. "That's funny..." he began. "My hands feel strange...what was in that...Fluttershy?" He looked over at her, only to see she was deep in the throes of an intense orgasm, even though he hadn't touched her.

"Oh! Oh! Oh! More! Goddess, MORE!!" She arched her back and screamed, causing the other ponies to rush over.

"Fluttershy!" yelled Applejack. "Whut in tarnation are you...oh mah GAWDS!" she screamed as she came in range. She snapped her back legs together as her pussy convulsed, spasmed, and squirted. She fell on her side and tried to ride it out, but the waves were too powerful! Over and over she was hit until Alex realized he was somehow responsible and backed away. When the others came in to see what was wrong, Alex held up his hands.

"Stay back, you all! Something's happened with my hands! The effect I had before has been amplified, now it's radiating outwards!"

Twilight looked from him to the still writhing mares and back to him and cried, "What exactly happened?!"

Alex pointed to the plate. "I had a bite of that! I never had meat while in Equestria before, it did something to me!"

Quickly, Twilight sized up the situation. "It seems to have a limited range, as none of us over here are affected. Go home, Alex; we'll figure this all out later!" Alex nodded and edged around the room towards the door, keeping as much distance as he could from the other mares.

He'd almost made it before a certain rainbow-maned pegasus yelled, "Not so fast, buddy!" and leaped forward, grabbing one of his hands.

It was like grabbing a live wire.

Her eyes rolled up in her head and her tongue lolled out as she was hit again and again. She could only babble incoherently as her pussy was rocked with wave after intense wave of pleasure. She kicked and spasmed with a dopey grin on her face as she let him go and fell to the floor, still convulsing and cumming.

And she wasn't alone.

One of the other single mares, who had had her advances thwarted by Fluttershy, followed Rainbow's example. She yelled, "YOLO!!" and rushed him. She didn't make it as far as to grab his hands but was overcome with orgasm as soon as she got in range. "It's true! It's true!" she screamed as she fell to the floor and grabbed her own pussy. She arched her back and screamed while her lady parts spasmed and squirted over and over.

"Alex, get out of here!" yelled Twilight.

Her yell shook him from his stunned stance, so he turned, threw the door open, and ran. A few moments after he was gone, the mares began to one by one slowly recover, starting with Fluttershy, the first affected. The rest turned to them, helping them up. Spike quickly made tea, and soon they all had a calming cup in their hooves.

But one of the mares didn't wait that long. Once Alex left, and she got control of herself, she took her time, then slipped out unnoticed, determined to reach his home before he did. Nopony knew Ponyville better than she did, and she knew all the ways to get somewhere undetected if one wished.

There was only one thought in her mind. Those orgasms had been the best she'd had in her life, and he hadn't even touched her. What would it be like when he pounded her with that massive dick she'd heard her friends say he had? She almost stopped running at this thought, for it made her back legs go weak. Then she gained control of herself and kept moving.

Only one way to find out.

Beep, Beep...

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As the evening was still young, many of the mares who had been to the party met up at one of Ponyville's local watering holes afterward, mainly to discuss the weird alien and to get hammered. Most of them had Fluttershy as their topic, and their bitter resentment towards her for thwarting their advancements towards him.

"It just isn't fair!" one shouted to her friends as she slugged down another scotch-and-soda. "She never paid any attention to him from the moment he arrived, and now she's hogging him all to herself!"

"Agreed!" cried another. "That little yellow bitch and her friends think they run this town! There's hardly enough dick for all of us, why should they be the ones who decide who gets the best?!" This continued for several minutes as the group got drunker and almost worked themselves up into a frenzy when they were suddenly stopped by the arrival of two other mares. One could hardly walk and was being supported by her friend, but the nearly comatose one had a dopey smile on her face, an expression every female in the place instantly recognized. The first group of mares called them over, so they staggered to the table and sat down heavily. A strong drink was placed in front of the smiling mare, which she downed in two gulps as the others waited impatiently for her to speak. Her friend saved her the trouble.

With a smile, she said, "It was the alien."

All the others gasped, and one said, "He fucked her?! Tonight?!"

The mare's friend shook her head. "No, that's just it. He didn't even touch her! Something weird happened to his hands, some sort of magic radiated out from them. Amber here got too close to him, and she started cumming like there was no tomorrow! But..." and here she frowned, "...he ran off before I could get close enough to him."

The mares all stared at each other incredulously. "I'd heard he can make mares cum with just a touch...now he doesn't even have to touch us?" one whispered.

"That...that's a bit...scary..." whispered another. The table grew quieter as they put their heads together and discussed the matter among themselves. Some were still excited about the possibilities, while others quickly sobered up and were clearly frightened. For a male to have that kind of power over females...there's no telling what he could make them all do!

Across the room, seated at his usual table close to the ladies' restroom, sat Caramel. He'd been listening to the conversation, and an idea had begun to form, one that could provide him with free pussy for days, if not weeks if he played his cards right. He waited for two of them to get up to go to the bathroom (they always went in pairs) and as they were coming back out he said, as casually as he could, "I hear you ladies have been talking about my best friend Alex." He stared straight ahead as he spoke and sipped his drink.

One rolled her eyes and kept walking, but the other, a red-headed freckled one, stopped and looked at him. "You...you're best friends with that alien?"

Caramel took another long, slow pull at his drink, then deigned to look at her. "Yeah, I am. Why?"

The mare stared at him and bit her bottom lip, obviously thinking. Caramel shrugged and went back to looking at the far wall, nursing his drink as if he could care less what she was thinking. The other mare came back and said, "Why are you wasting your time with this loser, Daisy Mae? Let's go!"

Daisy turned to her companion and said, "He's...he's friends with that alien, Barbi! Maybe...he can help us?"

Barbi gave the male a contemptuous glance and snorted. "The only "help" he's good for is "helping" his own tiny cock!" She smiled and added nastily, "Which, I hear, he has to do more and more on his own these days!"

If her remark stung Caramel gave no sign. Instead, he smiled back and said, "It's no skin off my nose what you mares believe. But me and my pal Alex talk together about all you mares all the time; it's no wonder only Twilight and her friends have seen any action from him." He took another sip from his drink and smiled again. "No offense."

This last had exactly the response he was looking for, as they both blushed, one in embarrassment and the other in anger. Barbi bristled and stepped closer to him. "Are you saying we're not good enough for him?!"

Caramel leaned back and held up his hooves. "Whoa, whoa...nopony's saying anything like that. I think you're both gorgeous...but Alex? Well, he's new to this world, and he's a bit more...hmmm...picky? Is that the right word?" Just as Barbi was opening her mouth to start yelling, Caramel held up a hoof again and stopped her with, "Hang on! I'm not saying he's stuck up, or anything like that. He's a decent dude. But you mares haven't exactly been overly friendly to him since he arrived, now have you?" They both were struck dumb at this bald question and exchanged guilty looks.

Then the blonde mare, Barbi, narrowed her eyes suspiciously and said, "Oh, wait...I get it: you'll help us get to know him in exchange for a blowjob, or a romp in the sack? You're so predictable, you pathetic sack of shit."

Caramel gave her a flat stare and sat back, but inwardly he was still smirking. He was no novice, having had practice at sweet-talking mares ever since he'd been a teenager. In fact, Caramel wasn't even his real name, only one he'd acquired after years of smooth-talking. So this was no challenge. "Like I said, I really don't care what you mares believe. It's a free country, and as I already told you, Alex is a decent dude." He waved a hoof towards the door. "Go on, talk to him yourselves. He's either at his house or hanging out at my cousin Applejack's farm by now. Maybe, if he's in the mood, he'll give you his special touch, if he hasn't turned it off. And he thinks you're attractive."

Several things happened at these words. Barbi's face blanched at the mention of Applejack. Ever since she'd moved to Ponyville and learned of her, she'd been in awe of the farm pony, whose strength greatly outmatched her own. She'd seen her buck trees and empty their contents with one kick...trees she herself wouldn't have a prayer of budging, and haul loads many times her own weight without breaking a sweat! And this male was her kin...whom she'd just casually insulted.

Twice.

To make matters worse, she also knew of those three mares that had tried to talk to the alien one night several weeks ago, and how they'd been sent off in fear of Applejack. She herself had gotten the story directly from one of the mares, and she could still recall the utter terror on her face as she'd told her how furious Applejack had been. None dared approach the farm again after that!

As for Daisy Mae, she queried, "What...what do you mean, "turn it off?" We heard he has no control over it?"

Caramel smiled and shook his head sadly. "You just don't know, do you? Of course he can control it! You've seen him playing with the kids, haven't you? He's no pervert! How would that be if some filly had an orgasm right in the middle of the street? What's the matter with you?"

Daisy's eyes widened and she took a step back. "Me?! I wasn't thinking anything like--" but Caramel held up a hoof and cut her off.

"You know what? Forget it. I'm sorry I spoke to you both." He gave them a disgusted look and got up from his seat, but they leaped forward and stopped him.

"Hey, wait! You've got it all wrong! We're nothing like that!" cried Daisy Mae.

"And I'm really, really sorry I said those mean things to you!" added Barbi. "Please, let us make it up to you!" He allowed them to push him back to his seat. She looked at his empty mug and said, "Can I get you another drink?"

He frowned at her and said in a low voice, "I don't want anything from you."

The blonde paled again and frantically answered, "No, really, it's no trouble!" She scurried away to the bar before he could further protest, then quickly came back with a brimming mug of beer, and set it before him with a weak smile. Keeping his eyes on them both, he raised it to his lips and took a sip, then grunted. "Is...is it good?" she timidly asked.

"It'll do."

They both breathed a sigh of relief, then Daisy asked, "Can we sit down with you?" Caramel took another sip of his beer, then gave an almost imperceptible nod. As they sat down, he couldn't help but feel a bit of disappointment. This was almost too easy. Barring anything unforeseen, he'd have them both sucking his dick within the hour. Even though the blonde one had figured out his game, it made the conquest all the sweeter when his prey knew what was coming, but fell for it anyway. It must have been the mention of Applejack that had worked with her, a move he only ever rarely used, for he knew full well what would definitely happen to him if word ever reached her or Big Mac that he'd used his family ties with the Apple clan as part of his schemes. His balls involuntarily drew up at the thought.

As they sat in uncomfortable silence (for the two mares) Barbi finally ventured, "Umm...so...what else can you tell us about the alien?"

Caramel set his mug down with a heavy thud, splashing a bit of the beer onto the table, and growled, "He has a name."

They both jumped in their seats and one stammered, "Y...yes! Right, I knew that! Wha...what else can you tell us about Alex?"

He looked away from them, thinking. Finally, he turned back to them and said, "Maybe some other time. I'm just not in the mood anymore." He topped his drink and again made to get out of his seat, but they stopped him again.

"Wait!" Then as he "reluctantly" sat back down, they put their heads together and whispered, with many a furtive glance back at him. As he impatiently watched them, they opened their purses and took out lipsticks. Slowly, they applied glossy red lipstick to each others' full, pouty lips, then looked up at him. "Alright," said Barbi, "You win." She exchanged a sultry look with Daisy, then added, "We know what you want. Let's go to the ladies' room."

His cock had already begun to harden while he'd watched them sensuously applying the lipsticks to each other, but when they got out of their seats, started towards the bathroom, then stopped and looked over their shoulders at him, giving him the full view of their sweet, soft asses, the wait was over, for he was now rock-hard. "Don't keep us waiting, big boy..." whispered Daisy. He scrambled out of the seat and caught up with them just as they pushed the door open and made their way to the far stall, which was the largest one.

As he pushed the door open and entered the room, he stopped for a brief moment and looked around. The place was pristine, far cleaner than the stallions' bathroom, with couches, huge mirrors, rugs, elaborate sinks with silver taps, and the whole place smelled of wildflowers. Just as he was staring up at the fancy chandeliers, he heard giggling and looked down, just in time to see his two targets peeking out at him from the partially open door of the far stall, then closing it. He swallowed, then quickly trotted up to it and put a trembling hoof to the handle.

When he opened it, he stopped and had to gasp. Instead of a bathroom stall, with bare walls and a toilet, it was a carpeted room with a single comfy recliner in the middle. Obviously, the mares of Ponyville had set this place up for their own "private" uses, and he inwardly kicked himself for not knowing about it sooner. Both mares were seated on either side of the recliner looking at him and smiling at his reaction, so he set his jaw and walked boldly to the seat, turned, and sat down. He was still in charge of this scenario, despite his surprise; it wouldn't do to let them see him flustered.

Even before he had fully seated, they started covering his face with kisses. "Mmmm >smack< we really...>smack< mmmm... >smack< ....want to meet...>smack<...Alex..." whispered Barbi.

Daisy wrapped her hooves around his neck and kissed his face, then planted her mouth over his. "Won't ...you...mmm...please...mmm....help us...?" She stuck her tongue down his throat and closed her eyes, as all of their breathing increased. Caramel's cock was so hard by now it was throbbing and had a dollop of precum dribbling down the side, which both mares noticed. Daisy turned her head and looked down, a line of saliva still connecting their mouths. "Oooo...you're bigger than we thought!" She smiled at her friend. "That looks delicious! Let's see if it's as good as it looks!"

"Way ahead of you!" cried Barbi, as she bent down and put her mouth over the top of his cock, lapped up the salty snack, then slowly swallowed his dick down to the base. She closed her eyes and bobbed her head up and down while moaning, savoring every inch of his taste.

Daisy pouted and stuck out her bottom lip. "No fair! I want some too!"

As the blonde mare greedily sucked on her prize, she paused only long enough to say, "His...mmmph...balls...mmmph...are free," then went back to slurping loudly, burying as much of the cock in her throat as she could.

But Daisy was undeterred. She turned to Caramel, whose eyes were barely open from the pleasure, gave him a deep kiss, then whispered in his ear, "Big Sis is so selfish...make her share, Daddy..."

Caramel's eyes widened. He was hardly surprised; this certainly wasn't the first time he'd been with a mare who had "daddy issues," though the fact she was a grown mare wearing her mane in two big pigtails should have been his first clue. Besides, he didn't think the two mares were related. Still, just to see where this would go, he reluctantly pushed the gulping blonde mare off and stammered, "S...share with your...your little sister..."

Barbi stopped sucking and stared at them both. "What? But I don't have a sis---" but that's as far as she got.

As soon as she saw the cock was free, Daisy cheered, "Yay, Daddy!" and quickly plunged her hot, wet mouth over it, happily sucking and slobbering all over his dick as she wrapped her hooves around his leg to claim her prize.

Barbi shrugged and settled herself down between his legs and buried her snout in his sack, gave it a deep sniff, sighed, then took one of his balls into her hungry mouth. A true cock-goblin, it really didn't matter if she had balls or shaft in her mouth, so long as she was sucking on something male, a secret she'd tried to keep all her life. She'd managed to suppress the urges all through her fillyhood and her early teenage years, but she'd grown up with three brothers and a father. At various times, each had found out about her...cravings...starting with her Dad one rainy night while their mother was away on vacation. After that, the smell and taste of cum and cock was something she couldn't get enough of, as each of her brothers soon found out over the course of the next few weeks. So for this particular male, it was like hitting the lottery, despite her earlier protests, for it wouldn't do for her reputation in town for her true nature to become public knowledge. She gave his balls all the skill she possessed as Caramel's eyes rolled back in his head as he leaned back, and moaned. Daisy smiled around his cock as she bobbed her head up and down, getting it wet with her spit as it glistened in the light. She paused in between bobs to ask, "Does...mmmm...it feel...mmmm...good, Daddy? Am I...hrrruuk...! a good girl?" then resumed fully sucking on her plaything.

He nodded and smiled as his own tongue lolled out. "Y...yeah...you both are good girls..." The sensations were incredible, as his cock was being expertly swallowed by one hot mare and his balls were sopping wet and being licked and swallowed by the other.

He could feel himself getting close, so he started to buck his hips as his moans grew louder. "Oh!" shouted Barbi. "He's cumming! My turn!" With force, she pushed her "sister" off the cock and quickly put her mouth over him, just as the first spurts started jetting out.

She got in a couple of good swallows before she was also pushed off, and Daisy reclaimed her place, clamping her mouth over the head of his cock and sucking hard. The sight of the two mares fighting over his cum made the male cum longer than he'd ever done before, so that by the time he was done, each was satisfied and sat back, smacking their lips.

Completely spent, and now sleepy, he groggily said, "Ladies, that was amazing..."

Barbi wiped her mouth and replied, "There's plenty more where that came from, honey. Just so long as you keep up your end of the bargain."

Caramel smiled and nodded at them both. He couldn't remember the last time he'd had two hot mares servicing him with such enthusiasm, and he vowed he'd find some way of repaying that alien. But to further his plan, he said, "Now then, let's keep this between the three of us. Wouldn't want too many other mares in the way, now would we?" He smiled and lay back, and just before he fell asleep, he saw the two of them looking at each other, and he could practically read their thoughts.

Before the night was over, every mare in the bar would know about their arrangement, and with any luck, he'd have more pussy and blowjobs than he could handle.

As the two mares left the stall, one walking, the other skipping and bouncing, the perky one said, "Wasn't his dick just the best?! And sooo much cum! I'm gonna suck another one before the night's out!"

Barbi looked sideways at her friend and stopped her by placing a hoof on her shoulder, just before they left the bathroom. Her behavior, while they'd been in with Caramel, had been...strange...to say the least, and she felt she had to ask. "What was all that about me being your sister?"

Daisy looked at her, her brow furrowed. "What are you talking about?"

The blonde mare looked a bit more troubled and said, "You know. We were just in there. You called me "sister," and you called him "Daddy."

Daisy stared at her, then burst out laughing. "Oh, Barb! You say the funniest things sometimes! C'mon, let's go tell the others about how we'll all get the chance to meet Alex!" Barbi's eyes grew even wider as she watched her friend skip out of the restroom and back to the table of mares. Although she'd known her for years, tonight was the first time she and her had..."double-teamed" a stallion, so she had no idea beforehoof how her friend was during sex.

And she honestly wasn't sure if she was creeped out or turned on.

So she shook her head and joined the group, just in time to hear Daisy in the middle of, "...and so, now we'll all have a chance to have a private meeting with that alien." She smiled and waggled her eyebrows. "Very private, if you know what I mean!"

The other mares all exchanged skeptical looks with each other, then one said, "And how do we know we can trust your source? Caramel isn't exactly known for his honesty, as many of us here can verify." There was much nodding of heads all around at this last. Barbi saw this as a chance to put her hoof in.

"I think we can trust him. You all know me, and you know I'm not easily fooled. I saw through his little game right off, but I believe he can deliver." She smirked. "He wouldn't have gotten a blowjob from me otherwise."

The other mares stared at her in shock. Finally, one found her voice and stammered, "Y...you?! You gave a stallion a blowjob?! Barbi...you hate doing that!"

Barbi smiled, "I make exceptions from time to time. Only when I really want to." Inwardly she was whooping and dancing. She'd gone through great pains to hide her secret; the fact that these mares, her closest friends, were none the wiser, filled her with a profound sense of triumph.

And maybe...just maybe...a bit of guilt. If it was anything else, she wouldn't keep it from her friends, but this was too shameful. They'd call her a slut, or worse. She couldn't face that.

The other mares looked around at each other again. "Well, I'm convinced! Let's all do what he says; it's our best chance to get around those bitches and get some time with that alien for ourselves!" one shouted. They all voiced their agreement until the two mares that had actually been at the party and had observed Alex for themselves spoke up.

"Hang on," said Amber, "Something's not right." She turned to Barbi and Daisy. "You told us this stallion said Alex can control his power?" She exchanged a skeptical look with her friend who had been with her. "We didn't see that. He seemed just as surprised and even frightened at what was happening. I was cumming my brains out, but I remember him leaving in a hurry after Princess Twilight told him to go before he affected any other mares." Her friend nodded.

"That's right! He didn't want to cause any more trouble, so he left just as fast as he could! If he has the abilty to control his power, why did he leave like that? That Caramel must be lying!" This caused all the others to stop and think.

Finally, Barbi ventured, "Well, one thing I want to know: he said he's Applejack's cousin. Is that true?"

Most of the other mares had been in Ponyville longer than she, so they all smiled and nodded. One said, "Yes, it's true, but he's really considered the "black sheep" of the family." All of a sudden they heard a loud "baaa!" from the other end of the bar, and they turned to see a table full of about four ewes sitting there, with one drink between them. The ewes were all glaring at the mares, having overheard the remark about "black sheep," so the one who had said it blushed and hastily raised her voice: "Sorry! No offense!" so the ewes stopped glaring, (having already forgotten about the insult) and went back to trying to figure out who was going to get the drink. Having no real concept of how money worked, they had done their usual and "paid" with sticks and a few hoofulls of mud. The owner and bartender, Berry Punch, who was quite weary of trying to explain to them, always let them have a few drinks on the house. It didn't take much for a sheep to get drunk, being notorious lightweights, so one or two drinks a night was no real sacrifice.

Meanwhile, back at the table of mares, Barbi had been thinking. She looked up at the others and said, "One thing still bothers me: if he has no control, then why haven't we seen any children affected? We've all seen him playing with them, yet none of them have reacted like Amber did tonight. Either it doesn't work on kids, or he can control it. Those are the only two logical answers."

Daisy piped up. "And the only way we'll find out is to get to know him! And right now, our best bet to get around those stuck-up hussies is to trust Caramel!" She stood and planted her hooves on the table, looking earnestly around at the others. "C'mon, girls! The worst that can happen is we might get used and played for fools, but we also might be throwing away an opportunity!"

Some still remained unconvinced, but the majority nodded and agreed. One raised her glass and said, "Well, it wouldn't be the first time a stallion took advantage of me. I'm in!" One by one, they all raised their glasses and clinked them together, sealing the deal. After draining their drinks and slamming the empty glasses back on the table, as one, they left, excitedly talking together about how and when they'd meet the alien.

All but Daisy.

She hung around, scoping out the bar for another potential suitor. True to her word, she wasn't going home that night without sucking another cock! Her wait wasn't long. A lone stallion, who had been too nervous to approach a group of mares, sidled up to the redhead and cleared his throat. She turned and smiled up at him.

"Ummm...hello, miss. Can...can I buy you...you...a drink?"

She gave him a sultry, half-lidded stare and licked her lips. "Oh, you can do much more than that for me...Daddy..."

About ten minutes later, Berry entered the ladies' room and opened the door to the special stall. There, still asleep, was Caramel. He had his head thrown back, mouth open and drooling, while he snored loudly. Charming, she thought to herself, then shook him awake. "Hey, stud! Time to go!"

He snorted and jerked awake. "Wha...who...?" He rubbed his eyes and looked around. "Oh. Was I asleep?"

Berry smirked. "Just like 'Sleeping Beauty.' C'mon, you've been here long enough." She turned to leave, stopping only to make sure he was following. He got shakily to his hooves, wiped the drool off his face, and exited the stall and the restroom right behind her. She could feel him ogling her ass as they walked, so as a favor for him she smiled and gave it a little extra jiggle. She took her place behind the bar as he hefted himself up on one of the stools.

He raised a hoof. "One more for the road, darlin'."

She poured him a tall one and set it before him, then began wiping the bar down. The place was mostly empty, as it was getting close to closing time. There were still a few regulars, ponies that were usually there when the bar opened until it closed, plus a few obvious tourists. Caramel took a long pull from his mug and smiled up at Berry. "Good success tonight," he smirked.

Berry raised an eyebrow. "Oh, really? What happened?"

He leaned forward and lowered his voice, even though there were no others within earshot. "I tricked a couple of mares into thinking I'm actually best friends with that weird alien, and I'm the only one that can get them a date with him!" He chuckled and took another pull at his mug. "Got two of them to give me a hot blowjob, and if all goes well, it won't be the last time!" Berry was the only other mare in town he could share his adventures with, for she always found them just as amusing as he did.

Berry shook her head and laughed along with him. She saw Caramel's antics with the mares as harmless, for he never tried to convince any he was in love with them or took advantage of a drunk one, or deliberately broke any hearts; all he ever did was try to get laid, a move she fully understood. Even though she was a mare herself, she was well aware that there were more than a few that treated stallions like dirt, and for those she had zero sympathy. Besides, she'd been raised with four brothers, and she actually preferred the company of males instead of females, though she did have a few female friends. "So, what's your next move? Actually becoming friends with that Human?"

Caramel nearly choked on his beer and had to thump his chest a few times to clear it before he could answer. "Sweet Celestia, NO! I'm not going near that freak!" he finally managed.

Now both Berry's eyebrows raised. "I'm...a bit confused then. How exactly do you plan to keep this up without meeting him?"

Caramel waved a hoof nonchalantly. "Yeah, yeah...I'll think of something. I'm making all this up on the fly, and it's already worked so far. The beauty of this plan is if that alien doesn't want to meet with them, I can always blame him, and keep the lies going in the background."

Berry snorted. "Well, this will be your best caper, or your worst. I saw a big group of mares leaving here earlier, all of them talking about getting to meet the Human. If it works, you'll be set for weeks...if it fails, you'll have made enemies of a ton of mares, and will go through your worst dry spell in history!"

Caramel smiled. "A big group of them you say? Then it did work, better than I expected!" He raised his mug. "The riskier the road, the greater the reward!" He drained his mug in several gulps, then slammed it on the bar. Then he remembered. "Hey...I thought we were friends."

She stopped wiping the bar and looked at him. "We are. Why?"

He indicated the ladies' room with a nod of his head. "Then why didn't you ever tell me about that "special stall" in the mares' room? I could've used that place before tonight!"

She shrugged. "I only had it built about a month ago, when some mares asked me and PAID me to do it for them." She leaned in close and whispered, "Besides, I thought it would be more fun for you to find out this way."

He stared at her, then a big grin broke out on his face. "Yeah, you're right! It was!" As they were both sharing a laugh, they were interrupted by the sound of an argument breaking out. They both turned to the source, to see the table full of ewes had all risen to their feet and were still bickering over the drink (single malt scotch, double shot, neat). Caramel looked back at Berry and said, "Are they always like that?"

She sighed and said, "Yeah...I've gotten used to it. It only happens once or twice a month, so it's really not a problem."

He looked back at the sheep, then turned back to Berry. "So, why don't they just buy enough drinks for all of them?"

She gave him a flat stare. "Seriously?"

Caramel realized whom he was talking about, then grinned. "Right. Dumb question." He gave the ewes one more glance and said, "How long do they keep this up?"

"Not long." She looked up at the clock above the bar. "In fact, their handler should be here any minute now."

Caramel raised his eyebrows. "Handler?"

Berry nodded. "Yeah, she...oh, wait, here she comes..." They both turned to the front of the bar to see another ewe walk in. This one was wearing big glasses, a checkered bowtie, and a college graduate's black mortarboard cap with the tassel off to the right. She walked up to the table of ewes and seated herself. The moment they all saw her, they threw their hooves into the air, cheered, "BAAA!" and surrounded her with hugs and kisses! Once she'd good-naturedly fended them all off and they resumed their seats, she spotted the lone drink.

Then she froze.

She slowly looked around at them all, sighed, then pointed to the drink and said, "Baaa?"

They looked at the drink, looked at her, then looked at each other and took out sticks and a small bag full of mud and proudly showed it to her. "Baaa!"

The bespectacled one took off her glasses, rubbed the bridge of her nose, and sighed again. Then, as she'd done many, many, (many) times before, she reached into a pocket of her wool and took out a bit coin and held it up to the light. They all leaned forward and stared at it with sparkles in their eyes and went, "Ooooo...!" She gave them all a moment to allow the point to sink in (without much hope). Then, she patiently held up a hoof, left the table, and as they all kept their eyes glued on her, she approached the bartender and laid the coin on the counter, then came back again and rejoined them. They had all watched the exchange between her and the bartender with intense interest, then looked at each other and searched in their wool for errant coins. Finding none, they all sighed and looked dejected, until the bespeckled one caught their attention once more and motioned for them all to leave. They were just in the act of obeying, when one frantically went, "Baaaa!" and pointed to the (still untouched) drink. The smart one hesitated as she put a hoof to her chin, then pointed to the one to her immediate left.

"Baaa."

That one's eyes grew large, then she grabbed the drink and took a big sip. Then the smart one pointed at the one to her left, and so on, until all four had sipped from the scotch.

The effect was immediate.

All four wobbled and staggered off their chairs as they followed their friend to the front of the bar, then tried to make a graceful exit.

That wasn't happening.

They'd all almost made it, stumbling, bumping into one another (even starting a sheep song, as they were wont to do when drunk) when one accidentally stepped on the foot of another. The ewe who got her foot stepped on screeched in rage, then angrily turned on the one who'd done the stepping and ripped part of her wool off. This started a fight between all four of them, and in no time there was a cloud of wool in the air and curses flying as all the pony patrons looked on with mouths hanging open at the spectacle. The smart one tried to intervene, only to be pulled in and have her wool extricated as well.

When the dust settled, there were revealed five smoking hot sheep females, with sweet asses, long legs with smooth thighs, flat stomachs, as well as sizeable, human-like breasts. They stood on their hind legs and all looked down at each other, then turned beet-red as they looked around at all the pony males (and females!) staring at them, bleated, "BAAA!!!" and tried to cover their more embarrassing parts with little success. Giving up on that, they simply turned and ran out the door and into the night, asses jiggling and huge tits bouncing.

Caramel stared after them for a moment, then shook himself and looked at Berry. "Did you know they were like that under all that wool?"

She was still staring out the door. "No idea."

The Change

View Online

Alex slowed as he came within sight of his home, stopping only to look back to see if he'd been followed. He stood under a streetlight to stare down at his hands, and flex his fingers. They'd stopped tingling halfway through his mad dash out of the party, and his heart had finally stopped racing. He drew a deep breath and continued walking. That had been truly weird! It was bad enough he had no control over the effect he had on mares; to have it radiate out and affect them without so much as a touch was beyond scary. As he continued walking and was within a few yards of his front door, he looked up...then froze.

There was a mare sitting on his front step, staring at the ground.

From her blonde mane and her trademark Stetson, he would have recognized her in a crowd of hundreds. "Miss...Applejack? What...what are you doing here? I thought I left you at the party?"

Without looking up, she said in a low voice, "Ah...Ah had to see you again, Alex." Here she raised her gaze, and the look of intense need in her eyes made him step back. She took off her hat and said, "Kin Ah come in?"

He hesitated only for a moment, then said, "Of course, you can. You should know you're always welcome at my home." As he walked past her to open his door, she leaned in and brushed her face against his thigh, barely stifling a moan. This startled him for a moment, so he paused and looked down at her before fully opening the door, his mind now whirling. She'd never ever shown any interest in him before tonight, but the look she was now giving him was unmistakable. For a brief second, he considered asking her to leave, but both his curiosity and his feeling of indebtedness to her made him open the door and ask her in. As he indicated a spot on the couch, he asked, "Can I get you something to drink? Tea? Coffee? Something stronger?"

She did sit down, but she frowned up at him as she set her hat down on the couch. "Please. Please don't play games with me, Alex. We both know why Ah'm here."

He frowned again, then decided to be as straightforward with her as she'd always been with him. "Yes...I suppose I do." He sighed and went to his fireplace, then knelt on one knee and began preparations for a fire. As he worked, he watched the mare, his friend, out of the corner of his eye. Was this his fault? He didn't mean for tonight's events to have happened, and he certainly didn't mean to arouse the one mare he'd had no intentions of approaching...sexually.

Or did he?

Despite himself, he remembered many (many!) times he'd looked up while working, and caught more than an eyeful of her plump, muscular ass as it rippled and bounced as she bucked trees. Each time he'd looked away quickly before his dick gave him away, then forced the thoughts out of his head and kept working.

The fire was crackling merrily as he stood and took his seat. He then shifted forward in his chair until he was sitting on the edge, leaned towards her, and continued the conversation as if there's been no interruption. "But...do you think this is a good idea? I really respect you, Miss Applejack, more than any other pony I've met, and I don't want to just...use you." He looked her steadily in the eyes as he added, "I care too much about you, Big Mac and Apple Bloom."

She smiled up at him, and said, "Is that how you feel about mah friends? You just been usin' them fer yer own pleasure?" She shook her head. "Ah know you too well, Alex. Ah know that ain't true about you."

He sat back and blinked. Then he returned her smile. "You have me there, Miss Applejack. I truly do care about all of them."

She reached back and slowly undid the ribbon holding her mane together, then closed her eyes and tossed her head. Her golden tresses shimmered and waved like a waterfall about her shoulders, releasing the scent of her honeysuckle shampoo into the room. She opened her eyes and stared lustfully up at him, knowing full well the effect she was having on this male. Alex felt himself go rigid as his eyes widened and he stared back, his fingers involuntarily gripping the arms of his chair. The arms of the chair creaked and slightly splintered against his strength, causing permanent creases in the faux leather. She then got off the couch and slowly approached him, her hungry gaze never leaving him. "Ah hear you been poundin' mah friends cunts and throats and drivin' 'em crazy wit' that big Human cock o' yores...now? It's MAH turn!" Just as she reached him and climbed up his lap, she wrapped her hooves around his neck, leaned into and nibbled his ear, then whispered throatily, "One more thing: call me 'AJ'..."

Fluttershy looked around the room at all the confused ponies and the other two dazed mares and noticed one, in particular, was missing. She frowned, then slowly approached Twilight. "Twilight?" she quietly asked, "Where's Applejack?"

The alicorn looked up at her, then glanced around the room. The place was still quite the mess, with party streamers and confetti scattered about, and the ponies recovering from their ordeal with Alex, both those who had directly experienced it and those who had witnessed. This would be the talk of the Town for many a day, to be sure! "I'm sure she's still around here somewhere, Fluttershy." She turned her attention back to helping Rainbow, who still had a dopey grin on her face and could barely sit up. "If she's anything like Rainbow here and the rest of the mares hit by his effect, she's in no condition to go too far."

The yellow pegasus wasn't convinced. She staggered through the Library, searching for her. She had to stop a few times and shake her head to clear it, for she'd been at Ground Zero when Alex's amplified effect had gone off, so she had been spared none of the exhilaration. As a result, she could still barely walk, but her mind was as sharp as ever, and she knew the farm pony had somehow fought off the effect and left.

And there was only one place she could have gone.

"Miss Apple--" he began, but she stopped him with a look. He smiled sheepishly and continued, "AJ...let's...go to my bedroom."

She smiled back, then surprised them both by planting a hot, lingering kiss on his lips. They were both breathing heavily by the time she finally pulled back and stared lustfully up at him. "Why, shore, honey...let's do that..." she whispered. She started to climb off his lap, but it was his turn to surprise her. She gasped as he lifted her with no effort, cradled her in his arms, and made for the stairs. "Whut...whut are you gonna do to me..?" she asked as she stared up at him.

His face was deadly serious as he looked down at her while he continued walking. "Things...I've been wanting to do to you since first I saw you...and that sweet, bubble ass of yours..."

Her eyes widened and she visibly shivered, not only from anticipation but also from the contact of his hands. He kicked his bedroom door open, closed it with one foot, then approached the bed. Laying her gently down upon it, he straightened and began taking off his shirt. She gazed eagerly up at him and whispered, "Slowly...do it...real...slow..." He gladly obliged, taking his time pulling the tshirt off his body, revealing his muscular chest, then began working on his pants. Her heart started racing and her face became visibly flushed as he slooowly removed his belt...uuuuuuunzipped his zipper, then at glacial speed, hooked his thumbs into his waistband and started the slow descent down...and...down...and...down.

His cock popped up and was fully exposed to her eager eyes, erect and throbbing. "Sweet Celestia..." she breathed. "Ah done seen it before, when you was changin' yer clothes, but Ah ain't never seen it like this!" She reached out a trembling hoof and touched it, caressing him from his balls all the way up to the tip. "Whut a monster..." She closed her eyes and drew in, burying her face in his sac, nuzzling his balls. But just as she was about to take him into her mouth, he stopped her. She looked up at him with a hurt expression. "Whut...whut's wrong? Don't you want me to suck it? Ah'm really good at it!"

He smiled and shook his head. He gently took her by her soft shoulders and laid her on her back. "I want to see you cum first, AJ." He stepped all the way out of his pants and underwear, then spread her back legs. She couldn't keep the shock off her face as he settled himself between her legs and opened his mouth.

"But...but stallions just don't do that! Ah ain't never had a partner that...that...OH MAH GAWD!" she screamed as he began sucking and licking her most intimate place. He started with slow circles, using his tongue to part her lips until her button was exposed, then began flicking it up and down, which drove her wild! "Right there! RIGHT THERE! More! Goddess, MORE!!" she screamed as she thrashed and bucked her hips. Her back legs kicked uncontrollably as she shook her head from side to side, eyes rolled up and mouth wide open. She reached down and held his head while she thrust her cunt into his face up and down, smearing her juices all over him as he continued to lick and suck. He drove his tongue in still deeper, diving in and out of her hot, slick tunnel, then continued to flick her clitoris after each thrust.

Applejack was at her limit! She screamed, "AHH! AHH! Ah'm CUMMINN'!!" and arched her back. That was the sign he'd been waiting for! At the last second, he wrapped his lips around her clit and began sucking it, which pushed the delirious mare over the edge and gone! She couldn't even scream as her body seized up and went rigid, gushing a torrent marecum into his mouth which he eagerly swallowed. This went on for almost a full minute as she shook and kicked her back legs, her eyes completely rolled back into her skull, and her mind a blank from ecstasy. He waited for her to stop cumming, then sat up and smiled down at her. She wearily looked at his face shining with her juices, then flopped panting back on the bed, completely exhausted from her erotic ordeal.

Fluttershy had seen enough! She'd cum twice pleasuring herself as she'd watched them through the upstairs window, and now?

NOW...it was time to become an "active participant."

As Alex came back from the bathroom with a towel for both of them, Applejack found the strength to sit up on one elbow. "That wuz...incredible!" He lay next to her and she snuggled herself on his chest. "Thank you, Alex. Ah ain't never cum like that before!" She looked up at him. "Are all Humans like you?"

He put his arm around her and shook his head. "No. Most guys I know are only interested in getting their own rocks off, but I had a Dad that told me what women really like."

She looked back down and began planting sweet kisses on his chest. "Wahl, Ah don't know about "rocks" but you shore do know whut Ah like!" Then her eyes spotted his cock, and a twinge of guilt ran through her. She looked back up at him and smiled. "And...Ah know whut YOU like..." she whispered. She started kissing his chest again, then began licking and sucking her way down his midsection, stopped only long enough to stick her tongue in his bellybutton (his was an "innie"), giggled when he jumped, then continued down to his crotch, where his cock was already awake and throbbing. "Well, howdy there, Mr. Penis! It's time you an' Ah got to know each other!"

Alex laughed. "Are you talking to my cock, AJ?"

She mock-glared at him. "Don't be rude! Cain't you see Ah'm makin' a friend here?" She pulled her mane off to the side so Alex could watch her face, then addressed her "friend." "Mah name's Applejack, but you can call me 'AJ.' An' if'n you don't mind mah sayin', you look mighty tasty!" Mr. Penis, not well known for conversation, still made his reaction to this statement clear by emitting a single drop of precum, which dripped down the side of his thick, veiny self. Applejack's eyes grew wide. "A present for little ole' ME?! You shouldn't have, Mr. Penis!" She smiled as she closed the distance and licked up the precum from the base to the head, then swirled her tongue around it, which made "Mr. Penis'" owner shudder and gasp. She drew her head back and moaned. "Mmmm...that was good...got any more?" She took a moment to look back at Alex and smirk with a half-lidded look, then whispered, "Let's find out..." She started nice and slow, lovingly kissing his cock all over, then nuzzling his balls. Taking one into her mouth, she gently suckled it until it was wet and sopping, then started on the other. Then she ran her tongue all the way up to the head, kissed it gently, and with her soft lips pressed against it whispered, "You are gonna luv mah throat, Mr. Penis...it's nice an' tight an' wet..." taking it into her mouth and slowly swallowing it down to the base. She moaned as she bobbed her head up and down, fondling his balls as she sucked and slurped. As her ass was pointed more or less in his direction, Alex fought through the haze of pleasure and began massaging her pussy, but she pulled off his dick and playfully slapped his hand away. "No sir!" she cried. "This is fer you! Ah done had mah turn!" She then resumed sucking, going deeper and licking faster.

At this pace, he wouldn't last long, so he lay his head back and gave in, his breath getting faster, and began bucking his hips. Applejack smiled around her mouthful, pulled off just long enough to throatily whisper, "Fill mah mouth, Mr. Penis..." then wrapped her lips tightly around his meat. Alex jerked and thrust his cock into her throat, then screamed as he let loose a deluge of cum, bucking up and down in time with each burst. Applejack braced herself and held on, swallowing every creamy load as he thrust himself in and out of her hot, tight throat. Alex relaxed and sighed, but she kept her mouth grip on him tightly, sucking him dry, while adding her moans to his.

And that was when they both heard, "You selfish bitch."

Applejack turned and looked over her shoulder, her mouth still full of cock and bulging out one cheek. "Mmpershy?!"

Alex managed to raise his head, but he couldn't see over Applejack. "Who...who is there?" he asked in a strained voice. The question was answered when the yellow pegasus took flight and landed on his side opposite Applejack. "Flu...Fluttershy? What...what are you doing here?!" But she just waved a hoof at him.

"Quiet you," then turned her attention to the farm pony. "I thought we had a deal." It wasn't a question.

Applejack had pulled off his dick with a >pop< and had the grace to look embarrassed. "We did...but after whut happened at the party, Ah jus' couldn't wait!"

"What 'deal?" asked Alex.

They turned to him at the same time. "Quiet!" they both shouted then resumed glaring at each other. "You promised you weren't going to touch him until I did, then I was going to tell you how he was. I had everything planned! The manacles, the special bed, the hiding place, all ruined now!"

"Umm...did you say...manacles..." began Alex, but they again stopped him with a look.

Applejack dropped her eyes. "Ah'm real sorry, Fluttershy. But if'n it's any consolation, now Ah'm shore he ain't no threat, so there ain't no need fer such precautions!"

Fluttershy still looked dubious, so she said, "Are you absolutely sure he won't hurt me, Applejack?"

AJ smiled. "Cross mah heart, mah friend!"

Fluttershy spared Alex a glance, then looked away. "I was going to try him out without all my preparations anyway after I saw how he was at the party tonight..." Then her attention was finally drawn to his cock. "That sure does look good..."

Applejack giggled. "He tastes good, too! This here is Mr. Penis, mah new friend! Ah'm shore he'd like to make another!"

Fluttershy gave a lopsided smile. "Still naming cocks, I see." She began to reach for it, then pulled back and turned to Alex. "Is it okay with you?"

He was still a bit creeped out about the talk of "manacles" and "hiding places," but he had two hot mares in his bedroom and he knew he outmatched them both in strength, so he decided to go for it. "What are you wanting to do?"

Fluttershy smiled. "Suck all the cum out of it, of course." She looked at Applejack. "That's if there's any left."

In response, Applejack hefted his balls gently. "See these? He ain't like a stallion! They're still chock FULL o' tasty cum! Plenty fer the both of us!"

She whispered, "We'll see..." then leaned down and slowly began licking him. Applejack started on the other side and did the same until his dick was dripping with their spit. As he grew to full mast, Fluttershy's eyes widened and she said, "How big is it going to get?!"

"You can handle it, gal! Ah believe in you!"

At this, she put on a determined face, took a deep breath, then wrapped her lips around it and slowly lowered her mouth down and down.

"That's it, darlin'...just a little more...all the way to the balls..." AJ whispered. Fluttershy stopped about halfway and had to compose herself to keep from gagging, but she swallowed and kept going. "You okay?" The pegasus nodded as best she could with a huge, meaty dick in her mouth, so Applejack said, "While yer doin' that, Ah'm gonna make shore these here balls ain't lonely!" As the yellow mare began bobbing and sucking, the other got between his legs and started in on her treats as Alex spread his legs to give them both easier access.

Even though she'd felt nervous at first, the feel of his cock going in and out of her throat was starting to have its effect on her, and she began to get excited. Her pussy became wet, her breathing increased, and she closed her eyes and gave herself completely over to giving this male pleasure. She started doing tricks with her tongue and throat she reserved only for her special dates...and from the way the alien was starting to moan, it was working!

Alex grabbed her head and held her still while he fucked her hot mouth. Each mare he'd been with since he came here had her own special way of sucking dick, but this one did it like it was her true calling! His last coherent thought before he erupted in her mouth was "it's...always...the quiet...ones!" then he threw back his head and cut loose! Rope after creamy rope exploded out of his cock as she took it all like a champ, sucking him dry. He let her head go and relaxed, still panting, as she continued her work, making sure she'd gotten every last tasty mouthful.

After a few moments, both she and Applejack sat up. Fluttershy wiped her mouth with a hoof and smiled at her friend. "You were right...that was delicious!"

Applejack laughed. "See? Ah Told ya!"

Fluttershy laughed with her, then she gasped in shock. "He's still hard!" She looked at Alex incredulously. "You're still hard! Are you ready to go...again?! After two of us sucked your dick?!"

Alex smirked and sat up, renewed. "Oh, hell yeah!" He stared at Applejack. "I still haven't wrecked that "apple booty" yet, and I've been dreaming about it since I first saw her..."

Applejack blushed and whispered, "You...want to...fuck...mah ass?" She looked back down. "With...that monster?!"

"You can take mine fir--" started Fluttershy, but she was cut off by AJ. She leaped forward next to Alex onto her stomach, arched her back, and spread her back legs.

Lifting her tail out of the way, she said, "Ah thought you'd never ask..."

Even though the Human was immune to Equestrian magic, the residual effects of the meat he'd eaten earlier weren't quite done with him.

As both mares soon found out...

Alex straddled AJ's plump, round ass, spread her cheeks, and lined his still dripping cock up with her ponut. Fluttershy lay next to them and began pleasuring herself with her hoof, eagerly waiting her turn. Applejack moaned as he slowly pushed his cock into her ass, taking his time for her to adjust to his girth. Deeper and deeper he sank until he'd fully hilted himself inside her tight, hot anus. She was breathing hard the whole time, but she looked back over her shoulder at him and panted, "How...uhhh...how is it, honey? Do you like it?" Alex slowly pulled back, then inserted himself again.

"It's...better...than...I...hoped!" as he began to build up a rhythm. He took his time, savoring every inch of her incredible ass, then began to increase his speed.

"Yes!" cried Fluttershy, her hoof a blur on her own cunt. "Fuck her silly!"

"That's right!" screamed Applejack. "More! Give me MORE! Mah ass is YORES! Fuck ME!!" she panted with her tongue hanging out and her eyes rolling back. "It feels so GOOD! Give it to me! Ah LOVE it in mah ASS!!" The bed was rocking from Alex's mighty thrusts as he threw off all restraint and proceeded to pound her into the mattress. "AHH! AHH! AHH!" she yelped each time he drew back and pumped in, over and over, again and again! Both mares reached climax at the same time, as Applejack's cries of pleasure pushed Fluttershy over the edge as well. They each soaked the bed with their juices as Alex kept up his mad pace, determined to "fuck this mare silly!"

Applejack soon lost the ability to speak actual words as her sexy punishment continued. All she could do was babble incoherently as her ass was being ravished by the massive cock. Just before her mind was completely gone, she felt him seize up, cry out and bury himself to the hilt, then she was flooded with his seed, which pushed her over the edge again. She screamed as her ass was being filled with his warm cum, then she fell face forward onto the pillow, completely passed out into a fuck coma. Alex spurted the last of his seed into her, then slowly pulled out and sat back, watching his cum slowly ooze out of her gaping asshole. "That is so hot..." he whispered. Then he noticed she wasn't moving, and his heart leaped. "AJ?" He shook her. "Applejack?! Are you okay?" But Fluttershy drew his attention to herself.

"She's fine, don't worry. This happens to her all the time."

He looked from her to the comatose mare, then back. "Are you sure?"

She smiled, then lay on her stomach and presented herself to him. Looking back over her shoulder, she whispered, "Of course I'm sure. Now then, you and I have some unfinished business?" She licked her lips at him and ran a hoof lightly over her butter-yellow buttcheek. "If you liked fucking her ass, you will LOVE mine..."

The next morning, bright and early, Alex yawned in the dim light and opened his eyes. The two mares had spent the night cuddled up on either side of him, after he'd changed the bedsheets, of course. He'd fallen asleep with his arms wrapped around both of them, so now he gave them both a squeeze and started to sit up.

But something was wrong.

Their shoulders felt...bare? He looked down at them, and he could have sworn the legs they'd had across his chest now looked like...arms?! At this, he did sit up, then reached over and turned on the light. The two grumbled and reached for him, missing his warmth, but he was shocked into silence.

Instead of two pony mares, there now lay two Human women next to him, one blonde, the other with pink hair.

Awww...SHIT!

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Alex was completely stunned into silence as he stared at the two females laying beside him. The blonde one had massive boobs and freckles, but she still retained long pony ears and snout, so she still looked like Applejack in the face. The other's boobs looked just as huge, but she also still had pony facial features and wings. His mind was ablaze with worry: how would they react when they woke up and saw what had happened to themselves? And how had it happened?! Obviously, he had something to do with it, but this had never happened before with any other mares he'd been with, so was there something special about these two?

As he was still trying to work out the problem, Applejack opened her eyes and yawned. She smiled up at him, and said, "Good mornin' lover!" She looked around the room for a clock. "Whut time is it?"

Alex swallowed. "Umm...it's a quarter to six..." He leaned down. "Ho...how do you feel?" She grinned again.

"Jus' wunnerful!"

Then...she sat up.

And froze.

And...slowly...looked down at herself.

The scream startled birds from their nests as far away as the Everfree.

Pinkie sat bolt upright in her bed as her body shook, her tail twitched, her ears flop-flopped and her knees wobbled. "Woo! Something just happened, and it's a doozy!" She gradually regained control of herself and crawled out of bed. "What do you think, Gummy?" she asked her pet. Gummy stared at her, then used his tongue to first lick one eyeball, then the other. Pinkie gasped, "You're right! Something's happened to one of my friends!" As she began to bolt out the door, Gummy yawned, causing her to turn back around and stare at him in shock. "Wait...you mean two of them are in trouble?! There's not a moment to lose!" She spared a moment to scoop him up in a quick hug. "Thanks, Gummy! I don't know what I'd do without you!" then turned and rushed out of the room. Gummy watched her leave, quietly thinking.

"I just knew that Human was going to be trouble..."

Mac's "family sense" jerked him completely out of deep sleep as he sat straight up in bed that morning. As the sole remaining male of the resident Apple Family in Ponyville, it had fallen to him to be the protector of his female family members in all things, a position he took very seriously. And as far as the alien was concerned, he was no fool; he'd been aware of his older sister's feelings towards the alien from the moment she'd brought him to the Farm, and since then he'd kept a careful but unobtrusive watch on them both. He honestly had grown to like the Human...but at the end of the day, he was still an alien, and therefore not right for his sister. But, he realized, she is an adult, and he'd learned the hard way a long time ago not to interfere in the intimate side of her life, so he'd kept his feelings to himself.

But as he sat up in bed, he knew something was just...wrong.

As he left his room and made his way down to hers, he was only slightly surprised to see both Apple Bloom and Granny already there. Granny turned to him. "Where's yer sister? She ain't right...Ah kin feel it..." Apple Bloom piped up.

"Me too! She's in trouble, Mac! She might be dyin'! What're we gonna do?!"

Big Mac shook his head. "She ain't dyin', Apple Bloom. I don't wanna hear no talk like that. First, we gotta find her." He scowled. "And I don't want neither of you to worry." He walked to the window and looked in the direction of the Human's home, far, far away. "I think I know where she is..."

"Applejack! AJ! Please! Calm down!" cried Alex as he knelt next to her and held her by her shoulders, trying to console her. But there was no consoling the frightened girl. She'd flung herself awkwardly off the bed and into a corner and was now huddled in the fetal position, still screaming.

"Mah hooves! Whut happened to mah hooves?! Whut ARE these thangs?!" she screamed as she stared at her hands. She held them away from herself, closed her eyes, and let out another feral cry of utter terror.

Alex looked back over his shoulder at the other girl. "Fluttershy! Help me!!" But unlike her blonde friend, the former pony pegasus was the picture of calm.

Too calm.

She hadn't moved from her spot on the bed, from when she'd first sat up at Applejack's scream, and noticed her own changes. She'd simply stared down at herself, taking in her large breasts in their unnatural positions, held her new arms up and stared at her new hands, and then ran her hands down her legs. She felt movement behind herself and turned to look, only to discover it was her wings unfurling and spreading to their full length. She pulled the bedsheets down to look at her ass cheek, and a look of relief passed her features to see she still had her cutie mark. Only then did she seem to be aware of Alex's plea for help, so she climbed off the bed and tried to walk over to them both, holding onto the bed for support.

But that was the moment Applejack realized Alex was holding her.

She stopped screaming long enough to stare up and him and cry, "YOU! YOU DID THIS TO ME! DON'T TOUCH ME!!" then with eyes blazing and teeth clenched, went to her knees, picked him with one hand around his neck and the other gripping a thigh, and lifted him off the floor!

Alex barely had time to register he was off his feet by shouting, "Hey! What...!" before she threw him bodily across the room! Alex flew through the air, made a crash against the far wall that shook the entire house, then tumbled to the floor, covered in plaster and dislodged bricks. Applejack fell clumsily onto her face, panting, while Alex shook his head and tried to clear himself out of the debris. Meanwhile, Fluttershy had ducked just in time as the Human had been flung towards her, and was now on all fours as she crawled over to Applejack and spoke soothingly to her.

"Applejack...honey...it's alright. Don't be scared..." Applejack turned incredulous eyes up at her.

"'It's alright?!' Look at us! We're FREAKS!!" She sat back on her haunches and stared at her hands again. "Ho...how kin Ah face mah family...lookin' like...this?!" Fluttershy took both her hands in hers and spoke softly to her.

"We're not 'freaks,' my friend...we're now Humans."

The farmer's eyes grew wide as she stared at her friend, then she closed her eyes and shook her head. "This...this just ain't right! It ain't natural! Ah don't wanta be a Human...Ah'm a pony...Ah gotta change back..."

Fluttershy drew in close and gave her a hug, then held her at arm's length. "There's nothing we can do about it right now, Applejack, but I'm sure Twilight or Princess Celestia will be able to help us. In the meantime, no more screaming, okay?"

Tears started to roll down the farmer's cheeks as she looked at her friend, then she slowly nodded. Wiping her eyes, she said, "When did you git so strong?"

She smiled. "I do whatever I have to do for my friends. You know that..." Fluttershy looked back over her shoulder at Alex, then she leaned forward again and whispered in Applejack's ear. Applejack's eyes grew wide, then she shook her head. Fluttershy just looked at her. After a few moments, Applejack sighed, and nodded.

Both girls heard a groan, which caused them to turn again in the Human's direction. Applejack had the grace to blush as he slowly got to his feet, but she still remained defiant. As he held his head and swayed on his feet, she met Fluttershy's gaze for a moment, then looked away and mumbled, "Ah...Ah'm sorry if'n Ah hurt you, Alex...but Ah'm still mad at you!!"

Alex held up both hands and kept his distance. "I...damn, that stings!.. I don't blame you for blaming me...but I seriously have no idea how this happened to you two, or even if I'm the one at fault here..." Both girls' eyes grew wide.

"Who else could it be?!" cried Applejack. "You dun seen any other hunky aliens walkin' around town lately?!"

Alex hobbled over the bed and sat heavily down. He gave a weak smile. "'Hunky' aliens'. I guess that's a compliment." He shook his head to clear it. "What I mean is...I've been with Twilight, Pinkie, Rarity, and Rainbow, and none of them were affected like...this. I'm sure it has something to do with me, but maybe? Maybe there's something...different about you two?"

The mares exchanged a look, then Fluttershy said, "Different' how?" Alex shrugged.

"No idea. That's above my paygrade...more like something Twilight would be able to answer." He put a hand to the back of his head, then looked at it, relieved to see no blood. "But I think we're ignoring the elephant in the room." He stared at Applejack. "Just how are you now so bloody strong?"

"Ele-whatnow?" said Applejack. She shook her head and dismissed the remark, then looked back down at her hands in surprise. "In all the commotion, Ah dun clean fergot about that! How did Ah toss you across the dang room?!"

Fluttershy smirked. "Well, I'm no 'Twilight,' but I think we can assume your Earth pony strength has been enhanced by this change."

Alex stared at Fluttershy. "And you? Are you a "powerhouse" now, too?"

She shook her head. "No, I don't think so." She unfurled her wings and gave them an experimental flap, which sent her straight up into the air and almost through the ceiling before she put her arms up and stopped herself. As she hovered in place, she giggled, "I guess I was wrong about my strength, although it seems to be concentrated in my wings now..." She stopped flapping and landed awkwardly, trying once again to stand on two legs. After taking a few faltering steps, she managed to stand upright. "How do you do this all the time, Alex?"

"Clean living and pure thoughts," he remarked as he got up and went to his dresser. Taking out a couple of white t-shirts, he tossed them to them. "Please put these on...the sight of two hot, naked Human babes in my bedroom is starting to get me...distracted..."

Applejack exchanged a smirk with her friend as she too struggled to her feet. "Typical guy! We both bin traumatized, an all you kin see is our tits!"

Alex smirked back and held up a finger. "And your asses as well, don't forget those! But in my defense, your boobs are pretty huge, and hard not to notice!" After giving them his offerings he went and sat back down on the bed, watching them.

Applejack wobbled as she drew her shirt over her head, and tried to pull it down. Even though Rarity had made it to fit the Human's larger frame, it now just barely fit over her rack, clung to her like a second skin, and stopped just short of covering her ass. Fluttershy, however, handed hers back to him. "Unless you have some scissors or some way to make holes in the back for my wings, I can't wear this." She looked down and ran her hands over herself, hefted her Human tits, and gave them a squeeze. "Besides," she added, "I kind of like being naked in this new body..." She then took tottering steps out of the bedroom, her walking growing more confident as she went along.

"Where you goin'?" asked Applejack. Fluttershy looked over her shoulder.

"To get some wet towels for Alex to clean him up, and see if I can find some bandages for his head."

"...oh..." she replied in a small voice, as she blushed once more, then made her clumsy way over next to him and sat down. "Again, Ah'm powerful sorry Ah hurt you, Alex! Ah didn't mean it!" She awkwardly began to brush the plaster and debris out of his hair and off his shoulders, then looked back at the dent in his wall. "Ah'll pay fer the damages to yer house, just to show you how sorry Ah am..." Her giant tits brushed up against his arm as she attended to him, and despite the situation, he found himself becoming...interested. He put his hands in his lap to hide his growing erection, but it was too late.

She noticed.

"Sumthin' on yer mind?" she smiled. "Yer dick's too big to hide, yah know..." she added in a sultry voice.

He startled a bit and looked at her. "I...uh...I'm just...a little...turned on...can't help it with your boobs right on me!"

She looked down. "Oh! Were mah tits pressed up agin you?" she asked innocently, as she raised her hands behind her head and arched her back. Her eyes sparkled as she smiled up at him, leaned in closer while watching his face, and started rubbing her boobs back and forth against his arm, causing her nipples to harden and press against the fabric. "Ah'm reel sorry! Should Ah move away?"

He looked fully at her. "I'm...a bit confused. Weren't you just...ten minutes ago yelling at me not to touch you?"

Her breath was heaving and her face was flushed as she shrugged, "I figger it cain't git no worse." She then lowered her hands and scooted even closer, using one hand to grab his stubbly chin and bring his lips down to hers, and the other across his naked, now throbbing meat. "Besides," she whispered, their lips almost touching, "...sumthin' about this here new body is makin' me feel reel horny..."

As Fluttershy was loading her arms up with wet and dry towels, the unmistakable sounds of a dick going in and out of a throat reached her ears, so she hurried back to the bedroom. There, she stood in the doorway and watched as the blonde mare had fallen to her knees in front of Alex, and was shuddering and currently bobbing her head up and down between his spread legs. Fluttershy walked forward, tossed the towels onto the bed, and joined her. "Move over..." she whispered, as she knelt next to her and started caressing his inner thigh as she watched her friend, who looked like she was in absolute bliss. Her eyes were rolled back in her head as she sucked and slurped, taking him all the way into her throat and back with ease. Fluttershy fondled his balls as she whispered, "...how is it?"

Applejack shuddered again before she was able to shakily reply, "It...it tastes...wunnerful! Ah...(slurp!) Ah dun...(suuuuck!)...dun cum TWICE already jus' (sluuuurp!) ....suckin'...mmmph mmmph mmmpph...on...this...cock..."

Fluttershy smiled at her, "Well, I won't interrupt your meal..." She then looked up at Alex, who had leaned back on his elbows and was watching them both with his mouth open and his eyes half-lidded. She got to her feet and slowly climbed his chest, wrapped her arms around his neck, and passionately kissed him, then whispered in his ear, "...lie back..." Once he did, she crawled up further, spread her legs, and straddled his face, taking his head in both her hands. "Time to put that Golden Tongue to work for me, fellow Human..." Alex gladly complied and grabbed her fat ass, driving his tongue in between her hot, slick folds, which made her cry out as she bucked and gyrated her hips. "More! That's it! GODDESS, MORE!!" she screamed. "This feels so GOOD!! Keep GOING!" Alex drove his tongue into her sweet depths even deeper a few times, then drew back and suckled onto her clitoris, which drove her wild! She threw back her head and came, bucking her hips frantically as she smeared her pussy all over his hot tongue, while her tits jiggled and shook with each spasm. "No more! STOP!! I'm losing my mind!!" she screamed. But even as she said this, she pushed her cunt even harder against his face, lost in the throes of ecstasy! Thrusting her hips with each pulse, she yelled, "Don't! Stop!" So Alex smiled around his mouthful and kept sucking...until his own eyes rolled up as he himself screamed and cut loose down Applejack's throat, thrusting up and down as he pumped her full of his creamy, thick spunk over and over while she tried to swallow it all down.

Fluttershy fell over onto the bed, panting and convulsing, still experiencing shockwaves of orgasms. Alex's breath was also heaving as he wearily lifted his head and looked down at the blonde mare, who was still happily sucking the last of his cum out of his cock, then licking his balls to get all the jizz she'd let fall out of her mouth. She smiled up at him. "Mmmm...tastes mighty better than before, stud!" She planted one last loving kiss on the head of his dick and climbed up next to him, then snuggled close. "Mebbe this...Human thang won't be so bad..." she whispered, almost to herself.

Then her eyes grew wide and she stiffened in terror as she heard the sounds of a familiar hoof knock on Alex's front door.

The News Spreads...

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"Ah'm comin' with you! She's MAH sister too!" yelled Apple Bloom. But Big Mac's mind was made up. He turned and faced her squarely.

"YOU. Are stayin' Right! Here! Little filly, and that's final!" Mac glared down at her and waited.

Apple Bloom cowered before his anger and stepped back. In her short life, she couldn't count on all her hooves the number of times Mac had ever gotten angry with her or raised his voice...she never wanted to see that again. But she was so worried about her sister she had to say something... "Mac...I..."

Granny spoke up. "He's right, baby...this is gonna be 'grown-up' stuff he's dealin' wif...yer too young to be involved yet." She looked up at her grandson. "Jus' make fer dang sure she's alright, an' hurry back an' tell us, y'hear?"

"Yes'm," replied Mac. He spared a moment to lightly run his hoof under Apple Bloom's chin, then set off for the Human's house. His face was a mask of determination and barely restrained fury.

Friend or no friend, if that creature has hurt her, he won't ever touch nopony again!

Pinkie's hooves had carried her out into the early morning, and as far as Ponyville Square, but now she was at a loss where to go next. She vaguely recalled hearing an earlier loud noise coming from somewhere in the direction of the Everfree, which was also close to Alex's house, so, having no better plan, she began trotting in that direction.

As she was going along, she looked up and spotted a red stallion far in the distance in front of her, coming from the opposite direction. "Big Mac!" she called out, as she quickened her pace. "Where you going?" as she caught up with him.

Mac looked down at her. Normally, the sight of any of his sister's friends would put a smile on his face, (especially the cute yellow one!) or at the very least lighten his mood...but not today. "I got some Family business to attend to, Pinkie...you might wanna stay out of it."

"But I am Family, silly!" replied Pinkie. "And my Pinkie-sense told me something is wrong today, and Gummy confirmed it! So I'm coming with you!"

Mac stared at her as they went along. "Gummy did wha...you know what? Never mind. Just...let me do the talkin' when we get there, okay? This might get...violent..."

Pinkie's eyes grew wide. "Violent? Where exactly are we going?"

Mac looked straight ahead. "To Alex's house. I'm thinkin' that's where we'll find AJ, and that's where I'm hopin' she's alright." He took a moment to look down at the pink mare, and the expression on his face made hers lose color. " 'Cause if'n she's not, an' he had somethin' to do with it, it ain't gonna be pretty..." Pinkie swallowed and shut her mouth, walking beside him silently until they reached the alien's home.

Once they were within a hundred yards of the home, they both stopped as they heard a familiar female voice cry out, "Don't! Stop!" They both looked at each other, knowing full well what they were hearing. Mac grit his teeth and started forward, but Pinkie ran in front of him and cut him off. "Mac! Please! I know how you feel about Fluttershy!" Mac startled and looked at her, and began to open his mouth, but she stopped him again. "We all do! But you never made a move on her, and she got tired of waiting! Please don't do or say anything you might regret!" She looked back at the house, then turned back to the angry stallion. "Let me handle this! Now we know Fluttershy is in there, so if Applejack is too, our search is over! Just...take a deep breath, and wait out here...okay?" Big Mac was still seething, but he slowly nodded and sat down. Pinkie sighed, smiled, then turned and approached the home.

Once she finally reached the front door, she stopped and tuned her ears for the sounds of any more...well...fucking going on. Satisfied it all seemed to be over, (for now, at least!) she raised her hoof and rapped smartly on the door. She heard scrambling, frantic voices, then finally heavy footsteps approaching. Once the door opened, she looked up and up to see Alex standing there wearing both a bathrobe and an odd expression on his face. "Oh. Hey, Pinkie. What brings you by so early?"

"Morning, Alex!" she replied brightly. "Mac and I were looking for Applejack!" She turned and waved at the stallion. "Hi, Mac!" who took that as his cue to come forward. She looked back up at Alex. "Have you seen her?"

Alex began to visibly sweat. "Umm...well, yes and no..."

Pinkie's face fell. "What is that supposed to mean?" she asked in a flat tone. Alex turned and looked back over his shoulder for a moment, then turned back to Pinkie, just as Mac was joining her.

"She is here, but...maybe...it's not a good idea to see her right now?"

Mac started forward. "Get out of my way, Alex! I need to see mah sister!" He pushed bodily past the Human and looked around. "Applejack! AJ! Come on out here!"

A timid voice called down from upstairs. "M...Mac? Ah...Ah'm here...but...Ah...don't want you to see me yet..."

Mac began to climb the stairs. "Why not? Is you hurt? Tell me what's wrong!!"

His sister peeked her head around the corner, making sure to keep the rest of her body behind the wall. "No, Macintosh! You stay downstairs, y'hear?" Ah'm fine, I just...don't want you to see me...just yet..." Mac stared up at her.

"Somethin' ain't right." He squinted up at her. "Why are you so...tall?" He took a few more steps closer. "An' why is your voice so...different?" A voice behind her spoke up.

"We might as well show them, Applejack. They all will find out soon enough anyway." An unexplainable sense of dread came over Mac as he heard the two mares start to descend the stairs, as his balls drew up, his eyes widened and he backed down the stairs. It was only hours later that he realized his hindbrain had immediately picked up on the fact he was hearing the steps of two-legged creatures, just seconds before he saw them.

"N...now Mac? Don't freak out...okay?" asked his sister. He heard her take a deep breath, then she stepped into view.

"MAC!! Ah told you not to freak out!!" screamed Applejack, as she stood between her brother and Alex.

"YOU!! YOU DID THIS TO MAH SISTER!!" bellowed Mac, as he tried to get at the alien.

Putting forth all his weight and strength, he lunged forward, trying to get past the mare, but she cried out, "NO, Mac!" caught him around his barrel, and lifted him off the floor!

Mac struggled in her grip, but it was like her arms were made of steel. "How...how are you...?" he began, but she simply carried him over to a couch and set him down. He gazed up at her in awe. She wasn't even breathing hard...

She sat down next to him, but he shuddered and moved away. Hurt, she said, "Look at me, Mac." But he put his head down and shook it.

"I...I cain't. It ain't natural!" He cast an unfriendly eye up at Alex, who had recovered from the near-assault and was talking to an awestruck Pinkie and a serene-looking (naked!) Fluttershy. "What did he do to you? To the both of you?!"

"We don't know. All we know is, after last's night's...err..."fun"...me an' her woke up like this."

Mac turned and looked at her briefly, then turned away again. "Granny's gonna pitch a fit..." he said under his breath.

Applejack started to put a hand on his knee, but then withdrew it at the last moment. "Do yah gotta tell her? Ah was hopin' Twilight could find a cure afore Ah had to let Granny an' the rest of the family know."

At this, he did look fully at her. "You mean Apple Bloom. They deserve to know, AJ, an' if'n yer still an Apple you'd understand that!"

Applejack scowled, then stood to her now full, imposing height. "Don't. You. EVER! Call mah Family ties inta question!!" She leaned down into his face. "Ah don't care whut Ah look like, nor how Ah've changed, Ah will ALWAYS be an APPLE! You hear me?!" Mac's eyes were as wide as dinner plates as he shrank back into the couch and nodded. She stood over him, her chest heaving, while the rest of the room had gone completely silent.

"Well!" Pinkie piped up. "Who's ready for breakfast?"

With that, a great deal of the tension was eased, as Alex and AJ chuckled, and made their way over to the dining table, while Pinkie set herself like a whirlwind in the kitchen. After about fifteen minutes, Mac sullenly got up and joined them, sitting as far away from the Human as he could, seated between his sister and (the still naked!) Fluttershy. In a flash, Pinkie spun plates full of scrambled eggs with cheese, toast, and buttermilk pancakes with butter and syrup down for every...creature...then after bringing the coffee pot over she plunked down next to Alex. "Dig in, everypony! I mean...creature!" said Pinkie.

For the next few minutes, the only sounds were those of munching. All had almost finished eating, and Alex had just taken a hearty sip from his cup when Pinkie brightly asked, "So, Alex! How soon can I get you to stick your cock in my ass and make ME a Human?" Alex spit his coffee out and began choking, so she had to smack him on his back, as everyone else began talking at once.

"Are you crazy?" yelled Applejack.

"What's wrong with you?!" yelled Mac, as he stood and pushed his chair back.

"We don't know how they changed, Pinkie! It was an accident!" cried Alex, after he'd regained control of himself.

Fluttershy simply smiled.

Pinkie turned to each and addressed them calmly, one at a time. "I'm not crazy, there's nothing wrong with me, and I think it would be worth the try! I'd love to be a Human, at least for a little while!"

Applejack tried again. Taking a deep breath to settle herself, (and through clenched teeth) she growled. "Pinkie. We. Have. NO IDEA, if this change is permanent! We could be stuck like this...FOEVAH!"

But Pinkie just waved a hoof dismissively. "Pbbbt! You forget how much of a smarty-pants Twilight is! She'll have this thing figured out before lunch!" She then turned bedroom eyes up at Alex, leaned in close, and ran a hoof softly along his thigh. "So in the meantime, I have a great idea how your dick and my ass could get to know each other better for the next hour or so..."

Alex looked down at her and swallowed, and was just about to say something when suddenly they all heard a commotion outside one of the windows. Every creature shared a nervous look before Alex leapt to his feet and dashed to the door. Flinging it open, he barely saw a tail disappear from view as its owner bolted down the road and out of sight.

"Oh...crap..."

The mare ran as if The Dark Pony Himself was hot on her flank...she'd never been more terrified in her life!

Freaks! That house was full of...freaks!

Rose didn't stop until she'd made it to her home, crashed through the door, slammed it, bolted it, then dashed down into the underground shelter. After taking a few precious seconds for the facial software to recognize her and allow her entry, the mighty doors opened and she dove past them as they sealed with a >hisss!< behind her. She yawned to equalize the pressure in her inner ears, then quickly jumped into the decontamination shower and set it to full force. Once that was done, she ducked under the turbo wind jets, which dried her fur in moments. Going into the next room, she donned her best hazmat suit, then slammed her hoof down on the emergency alarm. Immediately, adamantium steel shutters crashed down over every upper window and door, each window sealed itself from the outside air, and several generators thrummed to life, powering up the air purifiers and purging her home of all airborne contaminants. She anxiously watched the readouts as they all slowly went from red to green: "Come on...come on!" she muttered, tapping her hoof. With a >ding!< all showed :CLEAR: so her next protocol was to warn her sisters in their homes, which she did by rushing past the security personnel to her main situation room, booting up the Cray supercomputer at the primary console and typing in the appropriate commands to the current R.O.S.E. satellites in geosynchronous orbit. As soon as their worried faces in their own hazmat suits appeared on the giant digital screens, she told them everything she'd seen while she'd been stalking the Human.

Everything.

Within a few hours, the entire Town was abuzz with the news: At least fifty more Humans had been seen at the first alien's home, and Ponyville was now facing a full-scale invasion! Worst of all, these new aliens had pony faces, so they were some unholy mix of the two races! Anypony and everypony that had had any contact with the Human could be a carrier!

Nopony was safe!!

...aaaand the entire Town was sooo used to the Flower Trio's constant panicking, that few paid much attention to their latest ravings. To be sure, the thought of more aliens was an interesting prospect, but few ponies outside of Rose's circle were upset about it. Some were even a bit turned on at the thought of having MORE Human dick to go around, especially from those who were still trying to figure out ways to get around Twilight and her skanky friends!

Among those mares that were excited at the news, Lyra was definitely one of them!

All these weeks, she'd kept her distance from the Human, out of respect and love for her marefriend, and because of her behest. But now? The possibility of there being pony-Human hybrids meant one of two things: either another race had entered Equestria, orrrrr...(and this one was the scenario she was hoping for) this Human's magic had somehow found a way to temporarily alter pony DNA to resemble his! She ran upstairs to her shrine and tore through her books on known cases of Human magic and history until she found the example. She squeee'd and danced in place once she found it, holding the Book to her chest! It was true! Humans have done this before! Sadly, the effect lasted at best for only a day or two (according to her Book) but What. A. Day!

Then...she stopped...and stood completely still as her face fell. There was now only one problem.

Convincing Bonnie to let her try it.

Twilight was just leaving the Library, scrolls and various notes stuffed in saddlebags (as well as all her Number One Assistant could carry!) and on her way to Alex's house when there was a knock on the front door. Spike said, "I'll get it!" set his burden down and opened the door. There stood Lyra...and behind her was Bon Bon.

Lyra was holding a Book open to a certain page as she said, "Your Highness? I heard what was going on. I...we...are here to help."

Twilight's eyes grew wide. "You...know?! I couldn't find anything about ponies changing into Humans in any of my books! We were just on our way over to Alex's house to see what we could do on our own..."

Lyra smiled. "It's no wonder you didn't find anything, Princess." She turned the Book around and showed her the page she'd marked. Twilight's eyes grew wide as she read, then started to say something, but Lyra held up a hoof. She leaned in close and lowered her voice to a whisper. "It's ancient Magic and...well...considered...taboo." She looked around. "Maybe we should come in to discuss this?"

"First of all, I feel I must apologize, Lyra," said Twilight. They were all sitting around the dining room table sipping tea, while Spike bustled in and out of the kitchen serving them. "I should have gone to you at the very first when Alex showed up; I had no idea you had such a vast store of knowledge concerning Humans."

Lyra blushed and looked away. "Please don't worry about it, Your Highness." She gave a lopsided grin. "I know most ponies consider me a 'kook.' But, yes, on this subject, I am quite adept!" She spared a glance at her marefriend. "And this is an opportunity for which I have waited my entire life!" Then she leaned forward eagerly. "Now, bring me up to speed on everything that's happened with the Human since he got here! And don't spare any details!"

Twilight's face burned bright red as she stammered, "Uh...umm...every detail? Even...the...intimate...ones?"

Lyra's eyes glistened. "Especially the intimate ones!!"

Big Mac was in turmoil. Every part of him (well...almost every part!) was telling him this entire situation was unnatural, wasn't right, wasn't...moral. He'd stayed at the alien's home all this time only because of his sister, and only because he was worried about what else might happen to her if she left her alone with...him.

But then...then he'd catch himself giving brief glimpses at...Fluttershy...then quickly looking away! Why in tarnation does she have to walk around naked?! Then he stopped himself. Wait...I'm naked. That...that's how ponies are supposed to be, most of the time... He looked at her again. This time, she noticed, then smiled and waggled her fingers at him. He blushed bright red and looked away, trying to sort out his feelings. "How...how kin I be...attracted to her? She ain't a pony no more...is she?" he thought to himself. He put his head in his hooves to stop the spinning.

Outside, a small group of ponies (mostly mares) had gathered when word had spread that there were more tasty Humans to be had. At present, they were all relatively peaceful, but the mood was changing as time went by, and they still were being ignored. Alex stood by one of his front windows with the curtains drawn, peeking out at them, being careful not to let any of them see him, while Applejack and Pinkie stood beside him. He turned to the mares. "So...now what do we do?"

Applejack shrugged. "Ah guess we wait. If'n them ponies know about us, then fer sure Twilight has heard by now; she'll be on her way soon."

While Mac was sitting there with his head in his hooves, the picture of misery, he suddenly felt a weight press down next to him, and then something warm drape over his shoulders. He startled and looked up into the smiling face of...Fluttershy? Her eyes sparkled as she met his gaze, "Mac, you just look so unhappy. Is there...anything I can do to help?" He started to pull away but stopped himself. Her wing over his shoulder just felt SO. GOOD! he never wanted her to leave!

His heart beating like a rabbit, he blushed and said, "I...I always want...wanted to...tal...talk to you, Miss Fluttershy...but I...never could find...the nerve..." He sighed and continued. "But now? Now...you ain't even a pony no more...I don't know what to think..."

Fluttershy smiled, leaned in close (which made him blush even harder...as well as making something else harder! wink wink nudge nudge), and whispered, "...but do you still think I'm pretty?"

Mac's eyes grew wide, and without further hesitation, he blurted out, "Mah GAWD you ain't just pretty, you're BEAUTIFUL!"

Fluttershy smiled once more. "Good enough for me," then got to her feet and started for the stairs. She took a few steps then looked over her shoulder. "Coming?" Mac scrambled to his hooves and followed her bubble ass up the stairs, down the hallway, and into the bedroom. By the time they got there, he was as stiff as a flagpole, and wondering to himself how he got into this situation. Then, just before he climbed up on the bed, a thought occurred to him: this is the same bed his sister had sex in...and he almost shot his load right then and there!

"Sit up and face me..." whispered Fluttershy, as she fell to her knees in front of him. Mac sat up and spread his legs, his mottled cock standing tall and throbbing before her eager eyes. She gently grasped it with her Human hands, which caused a warmth to radiate from his cock to his balls and throughout his body, as he gasped and moaned from her mere contact. Fluttershy raised her eyebrows. "Just my touch felt that good?" He weakly nodded. "Interesting..." Keeping her eyes on his face, she slowly brought her mouth forward and licked the head, causing a spurt of precum to appear. She wrapped her lips around the head and suckled it up, then drew her head back, closed her eyes, and swallowed. "So good..." she moaned. "I need more of that!" Again, keeping her eyes on his face, she then took him all the way into her mouth, then swallowed his cock into her throat, and began bobbing her head up and down.

Mac leaned back on his hooves and moaned as she gripped his thighs and went to work, slurping and sucking his cock as her spit covered his shaft and dripped down over his balls. Once his cock was slick enough, she popped him out of her mouth (much to his brief disappointment!) and climbed on top of him as he lay back. "Wha...what are you...doing?" he moaned.

"That big cock is going in my Human ass, stud!" whispered the pink-maned girl, as she reached between her legs and lined him up with her asshole, then sighed as she say down. "Ahhhh... feels just as good as before..." as she began bouncing her ass up and down on his lap, impaling his cock inside her tight, warm anus over and over. Her tits jiggled in front of his face as she leaned over. "...suck on them..." she said, as he grabbed one in his hooves and brought it to his mouth. Her eyes rolled up in her head at the double pleasure of being ass-fucked and titty-sucked...she wouldn't last long at this rate.

And neither would he!

With a mutual cry, each came in torrents, he gushing loads of cum into her willing, hot ass, and she squirting pussycum all over his lap. This went on for several moments, as each jerked and spasmed, lost in each others' bodies. Fluttershy fell onto his chest, still squeezing his cock with her ass muscles as she caught her breath, milking the last of his seed out of him. Then she sat up and looked down at him. "How... how was that?"

Mac heaved in a breath, then finally managed to blurt out, "That? Was amazing, Miss Fluttershy!"

She smiled. "I think you can just call me Fluttershy from now on, Mac. After all, you did just fuck me in my ass; we are waaaay past being formal with each other now!"

Mac smiled back. "Alright, Fluttershy." Then he suddenly gripped her by her hips and started thrusting into her ass again, which made her cry out in surprise and delight. "Ready fer Round Two®?!" he growled.

"Hey! What's going on?!" called out Dash, as she flew down to meet Twilight, Spike, Lyra, and Bon Bon. "Where you guys going?"

Twilight frowned. "Were you "napping" again, Rainbow?" the air-quotes in her voice abundantly clear to everypony but the pegasus. "We have a mini-crisis on our hooves at Alex's house; we're on our way to take care of it, hopefully."

"Cool!" replied Dash. "I'm always up for a good time! Let's go!"

Twilight sighed as they trotted along. "Rainbow, you don't even know...never mind...come on, we can probably use your help."

As they went, a strange scent caught her nose. "Wait...what's that smell?" asked Dash. She looked over at Lyra, then centered on her saddlebags. She flew closer as Lyra shied away. Dash sniffed again. "Is that...meat?!" She stayed in place as she hovered in the air above them. "Why do you guys have...meat?" Her eyes narrowed as she looked around at all of them. "And why are you taking it to Alex?" Then a huge grin slowly spread across her face. "You perverts! You were planning on having an orgy without ME?! I'm insulted!!"

"Rainbow!" cried Twilight. "It's not like that! This is for SCIENCE!"

Dash chuckled as she fluttered in midair. "Oh, sure! "Science!" making the air-quotes with her hooves. "Whatever you say, Twi!" She didn't stop laughing until they'd reached Alex's home.

Once they made it, Twilight gently but firmly said, "Excuse us, everypony!" and pushed her way through the herd to Alex's front door. After she knocked, Alex opened it a crack and peeked out. A look of relief passed his face as he swung the door open wide.

"You have no idea how happy I am to see you, Twilight!" exclaimed he, as he stood aside and let her troupe in. Alex gave a puzzled expression to Lyra and Bon Bon, waved to Spike, then fist-bumped Rainbow, who still had a smirk on her face. "What are you grinning about?"

She chuckled again. "Oh, you'll see!"

Twilight rounded on her. "Rainbow! Not! Helping!" then greeted Pinkie. She was just about to ask Alex where everypony else was when he held up a finger, indicating she should wait.

Dash settled herself down on a chair and looked around. "So! What's the big "emergency?" just as Applejack snuck out of the closet she'd ducked into, crept up behind Rainbow, then grabbed her around the shoulders!

"Gotcha!!" yelled AJ as Dash screamed and almost went through the ceiling! She flew behind Alex and with wide eyes, pointed a shaking hoof at Applejack.

"What! In the actual FUCK! Is THAT?!" But the blonde was laughing so hard she couldn't speak, so Twilight took over.

"That's the 'big emergency' we're here to solve," and here she looked at Lyra, "...but if our friend's Book is correct, it's a problem that will solve itself in a day or so."

Applejack wiped her eyes and sat down, growing suddenly serious. "Wait...you have...a cure?"

Lyra came forward. "We not only have a cure, we think we know HOW this happened." She turned awe-struck eyes up at the Human as she stepped closer. "You...you're a...' five-fingered' Human, correct?"

Alex looked down at his hands. "Mostly..." He held his hands up so she could see. "I used to have a sixth finger here, but it was removed soon after I was born."

"Oh wow..." she breathed, as her knees wobbled. "You are sooo...special...you have no idea what it means to me to be in your presence..."

"BUT," interjected Twilight, "...will his having had a sixth finger be an issue?"

Lyra's eyes darted briefly to the left, but she quickly said, "No! No, it won't be an issue at all!" Then she turned and looked at Applejack. "How...how does it feel to be...Human?"

Applejack took a moment, then said, "It was dang scary at first. Ah woke up feelin' normal, but then Ah looked down at mahself, and Ah lost it!" She smiled at the other Human. "Alex there helped me git through it, an' so did Fluttershy." Then her eyebrows raised. "Speakin' of which, where is Fluttershy? An' Big Mac, fer that matter? Ah ain't seen neither o' them fer the last hour..."

Alex looked at Pinkie, who grinned at Applejack. They all got the same idea at the same time, then turned towards the upstairs bedroom. Applejack got up and went to the foot of the stairs. "Big Mac! You git down here, Mister!"

An incredibly deep, masculine voice said, "I'll be right down..." Hearing that voice made every female in the room go wet, and their eyes widened as they heard heavy, two-legged steps descending the stairs.

...and reaches Celestia...

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Later that night...

Rose tossed and turned in her bed, her mind in turmoil from all the tumultuous thoughts that plagued her. How far would this disease spread?! How many others were infected?! And why, for the love of Celestia, why wouldn't everypony listen to her?!

As she lay there in the dark, brooding, she was suddenly overcome by a keen sense of...dread. With a jolt, she realized she...was not...alone. Her hoof trembling, she reached out and turned on the bedside lamp...then screamed when the light revealed the wild Human standing at the foot of her bed!! Then, as she regained control of herself, she became slightly annoyed.

"Alex! Just how in Tartarus did you get in my private property?! And what in Equestria do you want?!"

With his fists on his hips, he threw back his head and laughed a hearty laugh full of derision! "Ha Ha Hah! Your puny pony defenses were no match for my mighty HUMAN powers!"

Then, as she watched him, he became deadly serious and...changed.

He grew several inches taller until his head almost touched her ceiling. His clothes tore until he was clad only in black underwear. His body became far more muscular and hairy, with a massive chest and bulging arms, and his mane grew longer and flowed about his shoulders like a golden river, waving in a non-existent breeze. And then...he smiled, revealing two sharp, gleaming fangs.

And that was not even the worst part.

His eyes became...Black...and soulless, but still aflame with a relentless...hunger...

Now terrified, she scrabbled backwards and drew her covers up to her neck, her eyes as wide as saucers, while he simply stared at her. Then he spoke, and his voice had become a deep growl, which sent an involuntary shudder through her.

"...And as for what I want..." He ran a hand over his crotch, and her eyes were drawn down to the massive bulge there, as her pupils shrank to pinpricks. His Black eyes twinkled with mirth as he pointed a sharp-taloned finger at the book on her nightstand. "I see you still like to read 'predator/prey' romance books..."

She looked over at the book, then hastily grabbed it and stuck it under her pillow. "N...no I don't!" She thought fast. "It...it belongs to my...sister! Yes! I was just...borrowing it!!"

He smiled his toothy smile once more. "Ah, yes...your sisters. They were most..." and here he paused to wipe off a bit of drool that had spilled down his chin and onto his rugged beard, "...delectable..."

A cold grip seized her heart. "What...what do you mean?" Instead of answering, he turned and looked into the dark corner of the room. She followed his gaze, then took the lamp and shone it over so she could see...then screamed and dropped the lamp.

Both her sisters lay there, now...Human, their bodies covered in what looked like his...his...seed!

She slowly looked back at him. In a terrified voice, she whispered, "...what did you do to them...?"

He stared at her, then answered back just as quietly, "...the same thing I'm going to do you..." Placing a hand on his chest, he uttered low, "I am a predator..." then walked over to her bedroom door, grasped the doorknob, and in one swift, effortless motion ripped the door off its hinges, taking a sizeable chunk of the wall with it, and tossed it across the room. He turned back to her. "...and you!" pausing to lick his lips, "are my prey..." As she continued to tremble and stare up at him, he stepped back from the wreckage, pointed towards the opening, and whispered, "...this is the part where you start running..."

She hesitated for only a second more, then screamed, threw her covers off, and bolted out of the room! She expected to have to waste a few precious seconds getting through her front door, but she was further terrified to see he had already smashed his way through there as well! She ran out into the Moonlit night, desperately looking for anypony, anypony, to rescue her! She started beating on doors, crying out, "Help me! Somepony help me! The Human is after me!!" But they were all either fast asleep or ignoring her, for none answered her. She heard a low chuckle, then slowly turned and looked behind herself. There stood the Human a hundred yards away, leering at her. As she watched in horror, he slowly bent down, placed his hands on the street, then began loping towards her on all fours! She let out another blood-curdling scream and tore off running again, this time making for the outskirts of Town.

And then into...the Forest...

Her breath was now in tatters. She had never run so far, so fast, for so long...but now? Now, she might have a chance.

She was deep in the Forest, farther than she'd ever gone in her life, and all her fears of the place came crashing into her mind. But those all paled when compared to the fate that awaited her if that...Human...caught her! So if she could just hide out long enough, he might get discouraged and give up...it was her only chance, for she could run no further!

She stiffened and clapped her hooves over her mouth to quiet her heavy breathing as she heard him crash through the foilage not too far away. She hid behind a tree as she heard him call out, "I know you're in here somewhere, little pony! You can't hide from me!" Then she heard him take a deep breath, and to her horror, start to move in her direction! What could he be smelling?! Were Human noses that sensitive?! All around her were the night sounds of small animals moving through the darkness, insects chirping, and the rich, earthy smells of trees and other fragrant plants. Yet, he was still moving closer, as she tried to stay hidden! What could be giving her away?!

Then with a start, she realized...her tail was flagged...and had been the entire time she'd been running. He was smelling...her...arousal! NO! It can't be! Body, don't betray me! she thought to herself as she tried to find a better place to hide. But it was no use. Her knees went weak and she felt herself get even wetter when she heard his deep voice growl, "You're close, little pony! I've almost got you..."

She whispered, "...no..." and used the last of her strength to put on one more burst of speed and run...only to find herself in an open clearing with no cover. She looked back and saw him enter the clearing as she backed away, and fell exhausted against a tree.

The Moon shone Her beams through the clouds overhead, and his body was framed in the Moonlight, every rugged part of him glistening with sweat as his chest heaved and his muscles rippled with each heavy step. His golden mane flowed freely about him, caught in the wind, as it shifted and brought his masculine, irresistible scent to her nostrils.

He smiled again, revealing his sharp, wicked fangs. "Found you..." he gloated, as he took his time walking sloooowly up to her.

She slumped down against the tree, facing him. She looked around desperately for something, anything she could use as a weapon, even though she knew she had no chance against his strength."N...no...stay...stay...back..." she wheezed. Finding a rock, she pitched it at him, where it bounced lightly off his upper right thigh.

The effect was immediate.

"YEEEEEARRRRRRGGGHHHH!!!" he screamed and clutched his thigh. He turned his angry gaze at her. "My One! Weakness! How did you know?!?"

She sat up. "Wait," she panted "...that...worked?!"

He immediately stood and leered at her. "Nope. Just kidding." He closed the distance and stood over her. "Now then, where were we? Ah, yes!" He pulled down his underwear, revealing his giant cock as it flopped out and she went cross-eyed staring up at it. He then bent down and grabbed her by the head. "You were just about to start sucking dick, if I recall."

She was shaking like a leaf but still aroused. "I...I can't! It...It's too big!"

He glowered down at her. "Do not argue with me, prey! Now, open your mouth!"

She felt a strange tingle go through her, so she closed her eyes, opened her mouth, and stuck out her tongue. She felt another thrill shoot through her as his cock passed her warm lips, into her mouth, and down her throat. Her eyes rolled back in her head as he slowly built up a rhythm, thrusting his cock in and out of her tight, warm throat over and over. Despite herself, she felt her pleasure growing stronger and more intense as the face-fucking continued, while her moans began to match his animalistic grunts. She reached up and caressed his pendulous balls, as he spread his legs to give her easier access. "That's it, little pony...stimulate me..." he moaned, "You're going to be my new cum slut from now on..." Another thrill shot through her at his words, then she closed her eyes and shuddered as her first climax hit her! Her cunt convulsed and spasmed and squirted as she was being reduced to being nothing more than a cum-dumpster, a slut, a...a...whore!

She moaned around her mouthful as her body shook and spasmed, which the Human noticed. He grinned down at her. "I've made you cum, little pony...now, it's my turn!" He sped up his thrusts, going even deeper as his balls slap slap slapped against her chin... "Here...it...comes!" then with a final thrust he buried himself in her throat and roared, "Now...TAKE IT!!" as he shot load after creamy load into her mouth and down into her stomach, as she began desperately swallowing and gulping. Just as she felt she couldn't swallow another drop, he released her head and pulled his cock slowly out of her throat, and stepped back, while she fell forward panting onto her face.

She slowly raised her head and stared up at him through her wet mane. "You...you...beast!"

He reached down and gently grasped her chin, and smiled. "Yes. Yes, I am. But you enjoyed sucking my cock, didn't you?" She tried to pull out of his grip, but he held her head firm, so she shook it and shut her eyes. She then gasped as he effortlessly lifted her and laid her on her back. Holding her front hooves down to either side as he loomed over her, he growled, "Don't! Lie to me...you pony slut!" He then further surprised her by slamming his fist into the ground and coming up with a bare tree root, then crossing her front hooves over her head and wrapping the root, which was still connected to the tree, firmly around them. He got to his bare, taloned feet to stare down at her and admire his work.

She struggled in vain to free herself, then turned frightened eyes up at him. "What...are you going to do...?" He hooked his thumbs over the waistband of his underwear, then pulled them all the way down and stepped out of them. His cock sprung up once again full and throbbing, and her eyes went wide as she stared up at it. "...woof..." she gasped in awe, struggling against her bonds again. "You...you can't! You... mustn't!!" But he simply grinned and fell to his knees. She tried slamming her back legs closed and wiggling her hips away from him, but her strength was no match for his. With her front hooves tied, there was no escape, so he just grabbed her back legs and sloooowly eased them apart, until she was fully exposed before him. "Nooo!" she screamed. "Don't look!" But her face burned bright red as she looked up at him, and caught him not only staring down at her swollen pussy but actually drooling!

Without a word, he spread his knees, grabbed her by the hips, and lined his massive tool up with her cunt, as she shook her head from side to side. "No! No! You're too big! You'll split me apart!!" But he simply sighed as he slowly slid inside her.

"Ahhh...don't worry, little slut...I"ll...uhhhh...fit..." He then fell forward on top of her and grabbed her under her upper arms to hold her steady. In her ear, he growled, "Time to fill your cunt with my magic HUMAN seed, pony slut!" Then, he got to his sexy work.

He started out slowly at first, then built up a rhythm as she kicked her back legs in the air, with her eyes rolled back and crossed in her head as she lolled out her tongue. She squeaked, "Oh! Oh! Oh!" the harder he fucked her as his huge cock was reaching places she'd never "dreamed" of before, and she felt her mind slipping away from the ecstasy! She was being treated like a whore! She was tied up, powerless to resist, and being ravished by a monster! Even if she wanted him to do so, he wouldn't stop until he was satisfied with her body!! The only way this could get better is if he were to...were to...

Suddenly, without warning, in the midst of his orgasm, the Human opened his mouth and buried his fangs in her neck! She screamed, arched her back, and came like never before!

Then, everything went black.

Rose was still screaming when she sat straight up in bed and looked down at herself. Her sheets were a mess, the air was filled with her arousal...but it was the very best wet dream she'd ever had in her life! She reached over and turned on her bedside lamp, half expecting (silently hoping) to see the Human standing there...but of course, he wasn't. She chewed on her bottom lip as she then glanced over at her Romance book, then angrily picked it up, and threw it across the room! Just reading about being 'prey' was no longer good enough! Somehow, someway, she'd have to have sex with that alien.

Regardless of the consequences.

MUCH later that same night...

The Day Princess looked up from her book at the urgent knock at her door. Removing her reading glasses, she glanced up at the clock and frowned, then said, "Come in?" A Royal Guard entered, saluted, then rushed to her side. She bent down to listen as he urgently whispered, then stood back and turned towards the open door. She looked up, to see a tall, cloaked, hooded figure standing there. Without taking her eyes off the figure, she said, "That will be all, Corporal Stalwart. You may resume your duties." He saluted, then left, but not without giving a visible shudder as he passed the silent, standing individual. Celestia walked over to her couches arranged by her fireplace and gestured for the one to come sit across from her. Once it did, it removed its hood to reveal itself.

"Agent Sweetie Drops," smiled Celestia. "How you've changed..."

"This must needs be important, Sister," said Luna as she entered her Chamber, head down reading a scroll. "I've much Dreamwalking to do this night, for I have heard troubling reports coming from Ponyville."

Barely suppressing a smile, Celestia inquired, "Oh? And what sort of reports, Luna?"

Luna glanced up briefly at her Sister, her eyes darted to her visitor for a moment, whom she acknowledged with a slight nod, then said, "Troubling dreams of an...intimate variety...concerning that Human, I fear," as she continued reading. "This very night, I entered a rather...intense...dream at the last few seconds and deemed it necessary to halt it before a certain mare suffered irreparable mental harm."

Celestia nodded. "I see." She clapped her hooves. "Well! I won't keep you from your duties, Sister! See you in the Morning!" As Luna gave an annoyed grunt and turned to leave, Agent Sweetie looked at Celestia and raised an eyebrow, but she put one hoof over her mouth to hide a giggle and raised the other, indicating for her to wait. The door closed after the Night Princess, and Celestia tapped once...twice...three times on the arm of her seat then pointed to the door.

The door flew open and Luna came rushing back in! On stiff legs, she walked up to the Agent and stood stock still.

"Good evening, Your Highness."

"This...cannot be..." breathed Luna, as she walked around the former pony mare and stared up at her. "How...how is this...possible?!" She turned to her Sister. "She is...Human..." Celestia smiled and nodded.

"It would seem our current Human visitor has discovered the ancient way to alter ponies," and here she looked back at her agent and added, "...in the most fun way possible!"

Luna frowned, then her eyes grew wide as realization dawned. "Hold...art thou telling me thou knew of this possibility?!"

Celestia waved a hoof. "Calm yourself, Lulu...the effect is only temporary. In a few days' time, everypony will be back to normal, including our agent here."

Luna looked back at the Agent, then made her way over to her Sister's private stash. Opening the cabinet with her magic, she searched until she found her most potent liqueur, then scooped up three glasses and returned to the couches. After pouring each a shot, she settled back in her seat and said, "Methinks I need to hear this tale of..."most fun ways possible."

"Hubba hubba!" drooled Rainbow, as she watched Big Mac, or who used to be Big Mac, slowly descend the stairs. The former stallion was now gigantic, (in more ways than one!) as he finally reached the bottom step and stood there from his now six-foot-plus height.

He still retained his red fur, and his pony face, but his new arms were now bulging with muscle, as were his legs, and his cock now hung somewhere close to his knees. He looked down at himself, flexed his hands, and smiled. "I guess I done changed a bit, huh?"

"I'll say!" cried Rainbow. She yelled, "Dibs!" and began to rush forward, but Lyra grabbed her tail. Dash rounded on her. "Hey! What's the big idea? I saw him first!"

"No, Rainbow!" yelled Lyra, "Don't touch him!" She looked frantically around at the other mares. "NONE of you!" She hastily opened her Book and showed it to Twilight. "This is dangerous Magic when a pony has been changed by a Human, and that pony changes another pony into a Human! We don't know what could happen!"

Twilight read the pages, then her eyes grew wide. "I...think I understand."

Rainbow sat and sulked with her forelegs crossed and groused, "Well, I wish you'd explain to me why I'm not currently getting plowed by one of the biggest dicks I've ever seen!"

Twilight closed her eyes and rubbed the bridge of her nose. "Rainbow...it's very simple: Fluttershy had sex with Alex, and she was turned into a Human. Then she had sex with Mac here, and he was turned into a Human. It's the Law of Diminishing Returns: each additional unit of input results in a smaller increase in output...the Magic gets less potent each time it is passed along until the results are unpredictable!"

Dash stared at her. "I still don't get it."

Applejack took over. "If'n you have sex with Mac, you could end up bein' a half-pony, half-monster."

Rainbow looked from Applejack to Twilight, to Lyra, and then up to Big Mac. "Right! Noooo thank you!" then flew over behind Alex again.

Mac went over to a chair and sat, then put his head in his hands. "So then, I'm a...monster?"

Applejack turned bright red and hastily said, "No Mac! That's not whut Ah meant at all! But..." and here she fidgeted with her hands, "yah shouldna had sex wif Fluttershy 'til we knew whut was goin' on, big guy..."

Twilight's face lost color. "Fluttershy!" Then she raced up the stairs, followed by Pinkie, Rainbow, and Alex. They slammed the bedroom door open, expecting the worst, only to see her lying there, still Human, crossed-eyed, arms and legs splayed out with a dopey smile on her face and cum still on her lips. They slowly approached the bed. "Fluttershy? Can you hear me? Are you...alright...?" asked Twilight.

The pink-maned ponygirl slowly focused up at them and grinned. "Co...cock...sooo...BIG! Can't...feel...legs!" She sighed. "Sooo...happy!"

Pinkie giggled. "She's alright!"

"...lucky bitch..." muttered Dash.

Twilight sighed with relief.

"At least we now know there were no ill effects between her and Macintosh. That should make him feel better."

"I'm still in the dark about how this all happened in the first place, Twilight," said Alex. She gave him a sly look.

"Come on downstairs; Lyra and I will explain it to you all."

Operation: MEAT

"Okay: back up...you WANT me to sample more meat, and then have sex with you all?!"

Twilight sighed. "Yes, Alex, It's--stop giggling, Rainbow!--for SCIENCE!" She showed him Lyra's Book. "According to this, Humans have had this ability long before, through different catalysts...yours just happens to be eating meat."

Alex nodded. "I see. So, it's all temporary, and no one, excuse me, nopony, gets hurt?"

Lyra spoke up with a too-eager look in her eyes. "Perfectly safe!" Then her voice grew sultry as she stepped a bit closer. "Plus...you would be doing me the favor of a lifetime..." Bon Bon pointedly cleared her throat behind her. "...and my marefriend too, of course!" Lyra hastily added.

Pinkie bounced up in his face, her eyes bright and manic. "So, you're okay with this?!"

Alex took a few steps back, and said, "Well, yeah...you mares are all really hot, and I never get enough of you...I just wasn't sure if you wanted to be changed after the way Applejack first reacted.

Before AJ could respond, Spike finally spoke up. "I'm...just gonna go now...I think I'm not wanting to be part of this."

Twilight turned to him, her face bright red. "Spike! I'm so sorry! I should have sent you home the moment we knew what we'd planned to do!"

Spike smiled. "It's okay, Twilight. You're my sister, and I love and trust you. Just...be careful, okay?"

She grabbed him in a fierce hug. "Always, Spike! See you later?"

Spike nodded, then looked up at the Human before he left. "Take care of my friends, Alex." Then he turned and left without waiting for his response.

So he didn't see Rainbow watching him intently, making plans of her own.

All this time, Big Mac had been sitting off to himself, far from the rest, feeling like shit. He didn't dare go home yet, he sure as hell didn't want to stay in the Human's house anymore, and he couldn't touch any of the mares. Worse of all, he'd never felt so horny in his life! He tried to keep his gaze on the floor, but there were just TOO many naked, round, asses in the room to ignore! Aaaaand most of them weren't bothering to keep their fucking tails down, (like that cunt Rainbow!) so he was also being treated to the intoxicating sights of pussies and ponuts. It was slowly driving him insane!

He looked up at one of the West facing windows and saw that the Sun was beginning to set. He'd wait until the cover of darkness, then slip out the back. (jack!) He didn't know where he'd go, but anywhere but here would be better! At least until he returned to normal. And that's when Pinkie finally noticed his sullen face.

She quickly trotted up to him and said, "Mac! In all this, we forgot to tell you: Twilight, Rainbow and I checked on Fluttershy, and she's okay!" She leaned in closer and lowered her voice. "So...if you're feeling...you know...she's available..."

Mac stared at her. "You serious?"

She nodded. "Cross my heart, hope to fly, stick a cupcake in my eye!"

Mac looked at the stairs, then looked at Pinkie. "You're serious. Excuse me!" Then he rushed up the stairs. A few moments passed, then the sounds of a bed being destroyed and the delighted cries of a ponygirl getting her brains fucked out filled the air! All turned and looked up the stairs, then looked around for Mac, and then spotted Pinkie where he had been sitting. She sheepishly smiled.

"I guess he was still horny!"

Twilight turned back to the group. "Well, now all that's left is deciding where--" but she was cut off by the screams of, "Big dick! BIG DICK! MORE!! MORE!!" coming from upstairs, so she cleared her throat, raised her voice and tried again, "...where we're going to do this since Alex's bed is now...occupied...!"

Alex stuck his fingers in his ears as the passion from upstairs grew even louder. "Right!" he shouted, "Let's get out of here!" As soon as they opened the door, they were surrounded by the few mares that had stuck around, hoping to catch a glimpse of the 'new Humans.' Some crowded around Alex, while others stared up in awe at Applejack. These whispered among themselves while keeping an eye on the ponygirl. The farmer blushed, but held her head high as she strode past them, apparently feeling it beneath her to satisfy their curiosity.

The ones around Alex implored him, "Touch us, Human!" Alex stopped and looked around.

"Are you...sure? It can be...pretty intense."

"Sweet Celestia I hope so!" cried one Earth pony mare as she stood on her hind legs and placed her front hooves on his chest.

Alex looked at Twilight, who simply shrugged, then looked back down at the mare. "Okay...you asked for it..."

But just as his hands were reaching for her hooves, Lyra ran forward, knocked her over, and cried out, "I'm done with waiting!! Touch ME!!"

Bon Bon started with, "Lyra, maybe you should---" but the unicorn wheeled on her with a feral look in her eyes.

"I said I'm done!" She looked back up at the Human. "NOW!" Fully realizing he was dealing with a crazy person, he immediately grabbed her horn with both hands and gripped it tightly.

She lost it.

"AuwAAHHHUWWWAAAHHHuuuWWWAAAAHHHH!!!" as she thrashed and convulsed, her eyes rolled back in her skull and her tongue lolled out, already dripping drool.

"LET HER GO!!" screamed Bon Bon, as she tried to separate the two. But Lyra's magic had formed around Alex's hands and was now glowing ever brighter.

"I can't!" he screamed back, "I'm trying! She won't let me!"

Bon Bon ran forward and grabbed her marefriend, trying to pull her off the Human, but was immediately overcome by pleasure as well! She threw back her head and arched her back, screaming, "Oh GAWD, It's so GOOOOOOD!!!" as she squirted and jerked. The other mares looked at each other, smiled, then as one ran forward and latched onto them.

"Yes! Oh, Sweet Celestia YES!"

"MORE!! MORE!!"

"I CAN'T TAKE IT! I CAN'T TAKE IT!!"

All the others were too overcome to even speak, they simply thrashed and convulsed as Lyra's magic surrounded them all. This went on for several moments as the combined magic of both Lyra and Alex overwhelmed them all, until finally, Alex was able to wrench his hands free, and the mares all fell into a panting, sweaty pile. One mare raised her head, looked around, and woozily muttered, "I could use a cigarette..."

The others looked at her. "What's a 'cigarette?"

She shook her head to clear it, then replied, "...don't know...but I need one, right now..."

Bon Bon caught her breath, then turned on her marefriend. "What! Were you thinking?!"

But Lyra just replied with a silly smile on her face as she got shakily to her hooves. "Bonnie...that was just his touch!" She lowered her voice. "Imagine how it will be after he has some meat, and he uses his cock on us!"

Bonnie's eyes grew wide, then she looked up at the Human, who was still staring at his hands. She then whispered back at Lyra, "We need to get him to our place. NOW."

Twilight, Pinkie, and the ponygirl Applejack had managed to stay clear of the ruckus, but now that it was over Twilight cautiously came forward and asked the couple, "Are you two okay to get moving?" She looked around. "These ponies won't be going anywhere for a while." Indeed, all the other mares were lying on top of one another, heads thrown back, giggling, or rubbing their hooves all over themselves. Some were holding their hooves up in the air and staring at them in awe. Their eyes were wide and sparkling as they stared at their hooves...their mouths were open in an 'o' with a bit of drool dripping out...whispering about, "...the colors...the COLORS..." sooo...yeah...none of them were in any shape to be going anywhere for the foreseeable future. This also worked out great for some lucky stallions who happened to wander by about an hour later, as a side effect of the mares being "zapped" by both Alex and Lyra had cranked their libidos up past '11'.

Even the mares were unaware of this aspect until the first curious stallion walked up to them and asked, "Hey. Are you ladies alright?" Two or three of them stopped trippin' long enough to focus on him, then their smiles grew...predatory. He took a cautious step back. "Was...was it something I said?" Ten seconds later he found himself on flat his back, with two of them lovingly ( and loudly! ) slurping and sucking on his cock and balls while the third slipped her hot tongue down his throat. They all took turns sucking, fucking, and throating him, using mouths, pussies, and asses until they'd drained his balls completely dry, and he lay exhausted but happy, thanking Sweet Celestia! he'd decided to take a walk past that freaky alien's home for once! All this free sex, and it wasn't even his birthday yet!

Meanwhile Twilight and Company had made it to the Town proper, with the ponygirl enduring the incredulous stares and whispers from the normals. It was only after they'd all almost made it to the Candy Shoppe that Pinkie looked around and said, "Wait a second...where is Rainbow?" Twilight stared, then her brow lowered.

"That...idiot!"

Rainbow's Folly

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Rainbow saw her opportunity as the other townsponies were being overcome with orgasms, and Twilight was distracted. It took every ounce of her willpower not to join into the pile, as she'd only experienced a little taste of Alex's magic from his hands at the party the day before, but as she zipped behind the house she could still hear Big Mac pounding Fluttershy into the bed upstairs, and her maddening cries of pleasure!

That mental image made up her pegasus mind!

Contrary to most residents' opinions of her (and possibly, a few of her friends) Dash wasn't stupid. She was simply...single-minded. Once she fixated on a goal, she poured every ounce of her strength and will into achieving said goal, and sometimes obstacles like "common sense", "safety", or "careful-thought-beforehoof" be damned! Those things would just slow her down, and she could be slow when she was old!

And probably, not even then.

In the midst of her envy of Fluttershy, she had not failed to notice the size of her new wings, and how big her Human breasts were, indicating much larger chest muscles. Guessing her friend's new weight to be around ninety-five to ninety-eight pounds and her new wingspan to be at least six feet, she did the quick calculations of mass/wing ratio in her head to determine her wing lift was now significantly greater. Throw in her pegasus magic which Dash assumed she still had, and the results were...frustrating, to say the least.

In short, Fluttershy could now fly rings around her. FLUTTERSHY!

This? Was intolerable!!

So, besides the great sex she was missing out on, there was the possibility she could have wings like that! Sure, she remembered Applejack's warning, but she'd always been a gambler, and 50/50 odds were good in her book! Also, there were at least four other mares about to fuck Alex, and Celestia only knows how long that would take! She knew from personal experience the Human stud had phenomenal sexual stamina, but even he must have to rest after satisfying four horny mares! And who's to say it wouldn't be days before she had her turn, especially if that greedy slut Rarity caught wind of what was going on?! And don't get her started on Pinkie "Balls Drainer" Pie...she'd seen that slut take on five stallions at a party once, sucking each of them dry one after the other until they'd passed out! And she still kept going! Over the years, she'd come to dearly love Pinkie, but Sweet Celestia that mare was insatiable! Even Derpy couldn't keep up with her!

Derpy!

So, her mind was made up. Peeking her head around the corner once more to make sure the coast was clear, she flew up to the window and looked inside. They were both lying in each others' arms, seemingly passed out in post-coital bliss. The bed looked like it was off its frame, and she could see a huge dent in the far wall. "Good lord...what kind of sex were they having up here?" Slowly, she eaaased the window open and crawled inside. Mac was on his back, with Fluttershy snuggled up alongside him, both of them looking like they had just passed out. Dash licked her lips as she focused on the prize: that tasty-looking, huge log of stallion meat! His scent filled the air, even with the window open, and it was all she could do not to jump him right then and there! But even in her aroused state, she knew he might not be quite...open...to her advances, so she slowly crawled up on his other side and licked his ear.

Mac smiled, took a deep breath, and stretched. "Mmm...Fluttershy...I need a minute, gal...y'all done almost worn me out..."

Dash whispered, "I'm not Fluttershy, stud..." then kissed his ear again. Mac's eyes flew wide open, and he shifted his head over to her.

"R...Rainbow?! Whut...whut are you doin' here?!" he said back quietly, so as not to wake the ponygirl.

She stared at him with bedroom eyes. "...take a wild guess, farmboy..." while caressing his chest. He spared a glance over at Fluttershy to make sure she was still asleep, then turned back to the horny mare.

"I...I cain't! Y'all heard whut AJ said; y'all could end up a monster, or sumthin'!" But she trailed a hoof slowly down his chest, over his stomach, then finally over his cock, and began lightly stroking it.

"Why don't you let me worry about that, honey..." Under her gentle attentions, and despite his protests, he began to stiffen. Still, he wasn't quite ready to give up just yet.

"Rainbow, I---" but she cut him off with a sultry kiss, as he grew to full mast, hard and throbbing.

Keeping her half-lidded gaze on him, she then licked the baby-soft part under her hoof, then kept stroking him as she throatily whispered, "I'm gonna put your long...hard...delicious cock into my hawwt, wet mouth...and then I'm gonna suuuuck it...until you cummmm down my throat...and then..." as she gave him another hot kiss, "I'm gonna swallow every...last...drop...of your," she leaned forward to whisper in his ear, "...cum..." She smiled as she felt his dick pulse under her hoof, then licked behind his ear, trailed kisses down his throat and chest, making him moan, then finally reached her huge, meaty prize. Giving him a half-lidded stare to watch his reaction, she grasped his schlong in both hooves and took her sweet...ass...time bringing her hot mouth over it...then engulfed him in one quick motion. He jerked and bucked his hips, sending a quarter of his length into her wet, tight throat, which almost made her cum right then and there! She then closed her eyes and fell into a rhythm of bobbing her head up and down, savoring every mouthful of cock as it plunged deeper and deeper into her mouth and willing throat.

He never stood a chance.

Soon, her spit coated and flowed down his cock, as she took in more and more of it, determined to enjoy as much of this beast as she could! Her eyes rolled up in her head as his dick kept hitting the erogenous zone in the back of her throat, and her first climax hit her without warning! She moaned around his meat but kept going as she bucked and spasmed her hips, now able to swallow half his length into her throat and back...up and down...in and out...wings unfurled and her breath heaving in waves!

Mac's eyes grew even wider as he watched her reaction, which cranked his libido up to the breaking point! He took his left hand and grabbed her head, then growled, "So...you want dick?! Then," he grunted as he thrust his hips upward, "here it comes!!" He closed his eyes and opened his mouth as he unleashed a torrent of hot, creamy spunk into Rainbow's mouth and throat, grunting each time he thrust again and again, over and over, giving her no time to recover from each deluge! It was all she could do to swallow frantically as her stomach quickly filled with his hot cum. She mewled helplessly but couldn't escape, not with his powerful hand holding her head down over his cock, and it buried in her throat! All the while she was also cumming herself again, as her vision flashed and she waned in and out of consciousness.

Finally spent, he sighed and released her, flopping his hand down onto what was left of the destroyed mattress. With his cock still in her throat, she blinked, then set her hooves on his thigh and slowly pulled upwards, sliding him out of her throat with a wet >shrlop!< then fell panting onto his thigh with her face on his still erect cock.

As she caught her breath, she looked over at Fluttershy and said, "I...I...thought for...sure we...woke her up!"

Mac looked over at the still-sleeping girl, smiled, and turned back to Rainbow. "I think I done worn her out. She ain't gonna wake up anytime soon!"

Weary, but still determined, Dash dragged herself up, crawled on top of his dick, and positioned her pussy over it. "Good..." she panted, "...because I'm not even halfway done with you!"

But just as she'd closed her eyes and eaaased herself down on his cock with a smile and a sigh, he reached up and grabbed her by the hips. Her eyes flew open in surprise as he climbed to his feet and off the bed, with her still impaled on his dick. He stood to his full height, spread his legs, and leered down at her still gripping her tightly, while she stared back up at him with shrunken pupils. "N...now...hang on...Mac..." she began, as she looked down between her spread legs and the...intimidating length of cock that awaited her, "...let's take it easy..."

Mac started to slooowly thrust into her, going deeper every time. "Isn't...uhhh...this...what...uhhh...yer so tight!...you...wanted?"

But the single-minded mare was rapidly losing control of that mind. "Buh...buh...buh...but...I...I...wan...wanted...to...so deep!...ri...ride...you!" Her eyes rolled back in her head once more as he sped up his thrusts. "Bi...big...DICK...BIG...DICK...!"

Mac grit his teeth and began to unleash the full power of his cock on the diminutive mare. "That's RIGHT! An'...now...huh...huh..huh...yer...gonna...GIT IT ALL!!" His hips became a blur as he fucked her with complete abandon, as she in turn bucked her hips and squirted, having LONG lost count of how many times she'd climaxed! All she could do now was endure her sexy punishment, being held in place only by his hands on her hips and his dick in her hot, slick cunt.

Just as everything was going black, he stopped and pulled out of her. She wearily raised her head and whispered, "Is...is it...over?" But instead of answering, he turned back to the bed, threw her face down on it, fell to his knees behind her, and pulled her tail up. It took a moment for her sex-fogged brain to register what was going on, but when it did her eyes flew open wide again. He held her with her face in the mattress and her ass in the air, so she struggled to look back at him. "Big Mac! No! You'll never fit...not in...there!"

But he easily held her still with one hand while he used the other to line his cock up with her ponut. "I gots a confession to make, Rainbow," he said as he slowly began to push forward, "I...uhhh...always...wanted...to...uhhh...fuck you...in...yer...ass!" She gasped as the head, still slick with her own juices, penetrated her asshole and just...kept...going! This time though, the stallion remained gentle, knowing he could seriously hurt her if he lost control. So he maintained a steady rhythm and didn't give her more than half his dick...at least...that was the plan.

Until Dash screamed, "MORE!!" Mac paused in shock, and she looked back at him in fury! "I said MORE, damn you!!"

"Bu...but...I don't wanna hur---" and that's when Fluttershy gave an exasperated sigh, sat up, and glared at the two of them.

"Would. You. PLEASE fuck her in the ass as hard as she wants?! She can take it!"

Mac and Dash stared at her. "How...long have you been---" he began, but she cut him off again.

"Oh, for Celestia's sake! Here, let me help!" She got up, went behind Mac, grabbed his ass, and began shoving him into her friend's ass! Dash shrieked and stuck her tongue out as she arched her back and spread her legs even further.

"That's what I'm tal...talkin'...Ah! Ah! Ah!...about! Woo HOO!!" while her ass rippled and bounced with each mighty thrust. Mac soon took over as the pleasure of fucking her tight ass radiated all over his dick and reached his brain, so Fluttershy took his face and turned it to hers, then locked her mouth on his and began to wrestle his tongue.

Mac's eyes became lidded as his climax approached, which did not go unnoticed by the horny ponygirl. In his ear, she whispered, "Fill her ass for me, Mac...then, it's MY turn again...!"

Mac stuck his tongue out and nodded, never slowing his jackhammering of his fantasy lay's ass. He looked down at her, watching his cock slide in and out of her ponut, and growled, "Yeah! Yeah! I'm...gonna...GIVE...it...to...YOU!" He grunted a few more times, then buried his cock as far as it could go! "I...I'm...cummmmin'...!"

Rainbow shut her eyes and grit her teeth. "Yes! Sweet Celestia, YES! FILL ME!!" She threw her head back and shrieked again as she felt his hot, thick spunk UNLOAD inside her ass, over and over and over...until it overflowed and spilled down her legs and onto the already ruined bed. She fell forward, panting, as he took a few moments to catch his breath, then sloooowly pull his cock free from her tight ass.

She was just raising her head to look back and thank him for a job well fucked when she stopped.

And looked down at herself.

And realized she was glowing.

She had just enough time to ask them, "Hey...what's going---" before she was surrounded by a cloud of bright light! Mac and Fluttershy stood back and shielded their eyes. They could no longer see her, but they could hear her writhing, convulsing, and crying out, "Why?! Why does it HURRRT?!"

Then there was another puff of smoke, and the bright light dissipated. The other two brought their hands away from their eyes and cautiously stepped forward, waving away the smoke so they could see. "Rainbow...are you alright?" asked Fluttershy. When they finally saw what she'd become, they both gasped.

Rainbow was lying on her side, so she slowly pulled herself up and looked at them. She now had Human breasts, which were also now gigantic, and she raised her Human arms to look at her Human hands. But she had grown no larger, she was still the same size she was before, and she still had pony hooves instead of feet and her pony tail.

She'd been turned into a half-pony, half-Human.

Consequences

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"That...idiot!" growled Twilight. The other ponies and Alex startled and whipped around to look at her.

"Wait...is something wrong?" he asked.

Twilight exchanged a frustrated pout with Pinkie, then said with a sigh, "No...Alex, nothing's wrong. Pinkie and I just...have something to which we need to attend; you four don't wait for us." Alex remained skeptical, but he shrugged and turned back to Lyra, Bonnie, and AJ, as Twilight and Pinkie hurried off.

"Shall we, ladies?"

Lyra beamed up at him and frantically nodded. "Oh, Sweet Celestia YES! Follow me!" But just as they were turning the last corner to the Shoppe, they were stopped by a voice behind them.

"Hey...what's going on? And who is that?"

The four of them turned around to see a rather wall-eyed, blonde pegasus mare staring up curiously up at them...and as far as they could tell, she was mostly staring at Applejack. "Oh...hello, Derpy," said AJ, "Ah guess Ah look a sight, don't Ah?"

Derpy smiled. "I like it! You look really cute, Applejack...!" as she walked around her. Then she stopped in front of Alex. "Just like...this one!" She stepped closer to him. "And you must be the...hoo-mun?" She smiled up at him and waved a hoof. "Hi, Mister Hoo-mun! I'm Derpy!"

Alex tentatively waved back. "Umm...hello, Derpy. I'm Alexander. Alex, for short."

Derpy scrunched up her face, shut her eyes, and stuck out her tongue, trying to concentrate. You could almost see the sparks flying out of her head as she tried to pronounce his name.

It was painful to watch.

"Ahh...wexxx...ehhn..dERRR?" she finally managed. She shook her head and smiled once more. "I can't say that! I'll just call you 'Mister Hoo-mun!"

"Human," Lyra corrected her, "...and if you don't mind, we're very busy!" Derpy looked around at all of them, then settled her...gaze? back on Lyra.

"You all are up to something...secret, aren't you?" Her face brightened, and she started bouncing on her hooves. "Oo! Oo! Tell me! I can keep a secret! I promise!"

Applejack smiled down at her. "Sorry, sugarcube. We'd tell yah, but it might scare yah. Celestia knows it scared the bewillikers outta me!"

They all then turned away and continued to the Sweet Shoppe, but stopped when they heard a low, "...I'm not stupid..."

All of them turned back and looked at her. "Ah...Ah didn't say that, honey...Ah jus' meant...whut we're gonna do involves some...Human magic wif some...unusual side-effects...an' you might not like 'em."

Derpy glared at her (as best she could) and asked one question: "Does it involve sex?"

They all exchanged looks, which told her all she needed to know. Still, AJ kept trying. "Well, yes, but there might be that side-effect I was talking to you about that you---" but she was cut off.

Keeping her...gaze...on Applejack, she retorted, "You mean like, "turning into a hoo-mun?" At their stunned looks, she frowned and repeated herself. "I'm not stupid." She then turned to Alex and smiled up at him, then drew closer. Lyra, however, was nearing her limit.

"You don't even care about Humans like I do! Why would you want to be one?!"

But the blonde continued as if she hadn't heard. She leaned in close to Alex and took a hearty sniff.

"Mmmm! I've never smelled a hoo-mun before! You smell really nice!" Alex began to blush from her attention...AND from her lack of..."personal space." To make matters worse, she then stood on her back hooves and placed her front ones on his chest. Then she closed her eyes and stuck her snout under his chin, again breathing in deeply. "Mmmm...even better up close..."

Lyra's face flushed. "Alright, that's IT! You get off him, RIGHT! NOW!" She gnashed her teeth and started forward, but was stopped by the farmgirl.

"Lyra...let Alex decide, hon...we ain't his owners..." Alex glanced at the mares then swallowed as he looked back down at the sultry blonde. He noted the 'bubble' cutie mark she had on both butt cheeks...and the fact she had a fat, bubble ass that could easily rival Rarity's, and, once you got past her eyes, a sensuous mouth that could make a cock very happy! A trickle of sweat began to form on his brow.

"Umm...Miss, I---"

"Call me Derpy, Mister Hoo-mun..." she whispered, as she lay her head on his chest.

He blushed again and said, "O...okay, Derpy...it's not like I'm not interested, but Lyra's right: she has been waiting for a long time, so...

She raised her head and pouted up at him. "It's my eyes, isn't it?" Her bottom lip began to quiver, and fat tears started to roll down her soft cheeks. "...it's not my fault..." she whispered as she closed her eyes, buried her head back on his chest, and began to softly weep.

Alex immediately hugged her, accidentally brushing his hands across her wings, which made her gasp. "No, Derpy! I don't mind your eyes at all!"

But around them, the other mares all exchanged knowing glances. All of them had lost count of the times they'd seen her pull this Exact. Same. Stunt on an unsuspecting guy, which was why her..."bed count"...remained among the highest of Ponyville's mares. It truly was a marvel to them she had only the one child, and darker minds could only imagine what the little filly must be exposed to! Conversely, the more reliable gossip mill reported Derpy was also a doting mother that never, ever took her "conquests" home, but where she did go with them for her...ahem..."fun times"...nopony else knew for sure.

Derpy sniffed, wiped a tear away, and looked back up at him. "You...you mean it?" He smiled down at her.

"Of course I do!" Then Lyra, knowing defeat when it was right in front of her face, spoke up.

But she couldn't look at her.

"If...if you want...you can come with us, Derpy..." she said through clenched teeth.

She threw up her hooves and went, "Yay!" and then fell back on all fours. As she did, she lost her balance and fell forward with her snout right in Alex's crotch! "Oops! Sorry!" she mumbled, but then closed her eyes and nuzzled his hardening cock, breathing in deeply of his masculine scent, then turned a half-lidded gaze up at his shocked face and moaned, "...oooo...you have a BIG one, Mister Hoo-mun... this is going to be FUN..." then she turned and ran ahead of the mares to the door of the Candy Shoppe, shaking excitedly and making her ass jiggle provocatively as she waited for them to open it. Lyra sighed, exchanged a sour look with her marefriend, then magicked up her key to unlock the door.

As they all made their way inside, Lyra and Bon Bon were quickly reminded of why they seldom allowed the ditzy mailmare into their pristine, ordered Shoppe, for no sooner had she entered than she became distracted by all the brightly colored candies and sweets, went, "Oooh!" and rushed over to a counter, knocking several jars over in the process. Lyra was juuust able to grab them all in her magic before they shattered, set them all carefully back on their shelves, then with an exasperated look at the klutzy blonde she waited for her to stop rummaging, horn at the ready, while Bon Bon led Alex and Applejack up to the private rooms.

Completely oblivious to all the chaos she'd almost caused, Derpy turned back to Lyra with a hoofull of carefully wrapped chocolate and mint-swirled nougats and excitedly asked, "Hey! Are these new?! I've never seen these before!"

Counting silently to herself in her head, Lyra slowly marched up to her, gently but firmly took the candies from her hoof, and through clenched teeth said, "Derpy? We. Are. NOT here for candy."

Derpy giggled. "I know! But I always like to eat some sweets after I suck a guy's cock!" She sighed with a dreamy look in her eyes, "Their cum always tastes better with some candy..." Seemingly unaware of Lyra's stunned silence, she glanced up at Alex's retreating back and added casually, "...and from the size of Mister Hoo-mun's balls, my tummy is going to be really full of yummy cummy!" She licked her pouty, dick-sucking lips. "I can't wait!"

Without a word, Lyra gave her back the candy and left to follow the others to the bedrooms.

From the shadows not far from the Sweet Shoppe, under the trees, a solitary mare lowered her field glasses and took out her pad and pen. She jotted down the number of ponies, who they were, and with special notes concerning the altered Applejack. Contrary to the image she publically portrayed, which was to scoff along with other ponies at Lyra's "silly Human obsession," the mare was just as well-versed in Human lore as she, maybe even moreso, though the mare did not share her enthusiasm for the species.

That was...until she'd had that thrice-cursed dream!

Now Rose was a mare possessed...and seeing the herd of them entering the Shoppe with the Human...and with Derpy, of all mares! meant only one thing: something...lascivious...was going on...and somehow...someway...she was going to be part of it. Even if it meant turning into a Human herself, as Applejack's condition and the others she'd seen clearly showed this...Alex...(Oh GAWD just thinking his name made her knees go weak!) had discovered the ancient magic. When she'd first spied them all at his house, she'd been rightly terrified, and had tried to warn everypony without giving away too much of her knowledge, but then...that...damn...dream! Now, as a result, she was past caring about such trivialities, for her need to be hunted down and raped by this Human was simply too great! If not tonight, then within days.

Or she would go mad.

"Yes, Your Highness?" Sweetie Drops had stopped speaking when Luna had held up a hoof.

"Hold," she said, then took another sip of her drink. "One question I have for thee: how didst thou know of Rainbow's and other ponies' actions when thou weren't there? Me thought thou were relaying only those events thou witnessed, in explaining those..."fun ways possible" thou spoke of."

Instead of answering her, Sweetie looked at Celestia, who was barely suppressing another giggle.

"Dear, sweet, Sister! Do you not know this is not our only agent in Ponyville?"

Luna stared at her Sister, then looked back at their Agent. Tossing back her drink she sighed, enjoying the burn, and then poured herself another. She then nodded and said, "Please continue."

By the time Lyra and Derpy made it up to the bedroom, Applejack and Bon Bon had the Human already undressed and lying on the bed! "Whee!" Derpy laughed, "You mares aren't wasting any time!" as she jumped on the bed and pounced on Alex's cock and began happily, sloppily sucking! "...mmmmph mmmmph mmmmph...delicious..." she moaned as she raised her head for only a moment, then dove back in for more.

But Lyra was strangely subdued as she stood at the doorway, trembling. Bon Bon looked up at her and frowned. "What's wrong, babe? I...thought this is what you always wanted?" Lyra looked up at the Human, who had his head thrown back and his eyes closed as the blonde mare was swallowing his cock, then quickly cast her eyes back down and looked away.

"It is, it is...but..."

Bonnie read her face, then turned to the other mares. "Okay, everypony out," as she climbed off the bed. Applejack nodded and followed her, but Derpy was...a little slow on the uptake. She still had her wet mouth wrapped lovingly around the Human's dick and her front hooves gripping his thigh when she looked up at Bon Bon's order.

"But...I'm...(sluuurpsluuurpsluuurp)...not...(mmmmmph)...done...(suuuuck)...with...(mmmmmph)...this...(sluuuurrrrrp)...cock..." she managed between mouthfuls. Applejack picked her up (the contact making a thrill shoot through the mare), making her mouth pull off his dick with a >pop< as she flailed her hooves at his cock in a 'gimme that!' motion while being carried off. "...nooo..." she moaned, "I waaaaaant ittttt..." whining like a filly who was being denied a cookie.

Applejack smiled and carried her out of the room. "You'll get to suck his cock again, sugarcube, just...not right now."

As Bon Bon passed her, Lyra whispered, "...thank you...", who in turn gave her a sweet kiss, then closed the door after her, leaving her alone with the Human.

As the other mares were headed into the other living quarters, Applejack's face suddenly blanched, and she froze in place. Bonnie looked up at her in alarm. "Applejack? What's...wrong?"

It took her a few moments to speak, but not before setting Derpy down, placed a hand over her own mouth, stared at the floor, and whispered, "Granny...Apple Bloom...Ah ain't seen them in almost a day! They must be worried sick! An Ah jus' bin havin' sex all day, an' not thinkin' of them! Whut's wrong wit me?!" She looked over at the mares before turning for the stairs. "Ah gotta go!" And then she was gone.

Night had fully fallen, and Luna's Moon shone brightly in the sky by the time Twilight and Pinkie made it back to Alex's house. The entire march to the house Twilight's face had been set in a scowl, so much so Pinkie had made no attempt to speak to her, she only dreaded what she might say once they finally reached the house and saw whatever it was that Dashie had done. Twilight barely glanced at the mares that were still in a dazed, erotic pile off to the side of the house, and the few that noticed her did not get in her way! One look at her face was all they needed to know that Princess Twilight was not in a mood to be trifled with at the moment! But just before the angry alicorn set her hoof to the door, Pinkie did lay her hoof on her shoulder and say, "Twilight...I know you're angry...but, please...try not to say anything you'll regret!"

Twilight rounded on her. "Angry?!' You bet I'm angry! Of all the brainless, stupid, irresponsible things I have ever seen that mare do, after both Applejack and I explicitly warned her, if she's ignored all that and had sex with Big Mac anyway, there is no telling what we'll see once we open this door!" So, without another word, Twilight shoved the door open and stomped inside.

There, illuminated only by the dying fireplace and a single lamp, was the sight of Big Mac lying supine on Alex's recliner, with Rainbow settled between his legs, with her eyes closed as she slurped and sucked on his massive cock. She glanced briefly up at her friends, and waved, but never stopped bobbing her head up and down as she hollowed her cheeks and sucked harder, trying to get as much of his dick in her mouth as she could. Both Twilight and Pinkie were stunned at her changes. Twilight started with, "Rainbow, what have you---" but she was cut off by Big Mac raising his hand.

"Ha...hang on a se...second...Princess," he asked in a shaky voice, "...let...let 'er finishhhhh!!!" he grunted as he arched his back and came down the newly changed slut's throat, jerking his hips up and down while gripping the chair, his eyes rolled back and his tongue hanging out. Rainbow's eyes rolled up in bliss and she moaned around her mouthful, gulping down every load of his thick, creamy spunk until he relaxed, sighed, and fell exhausted back into the chair. Then she suuuuucked him all the way out her throat, smiled, and lay her head on his thigh, as she continued to stare in worship up at his still erect cock.

But she wasn't the only one.

While Twilight had frowned and turned her head away and waited for them to finish...Pinkie? Pinkie had watched with what could only be described as...RAPTURE. Mac's pheromones were filling the air, not only from the display before her but from the trio's earlier..."adventures"...and were much, much more potent than when they'd been there before, and she was feeling their full effect. She closed her eyes and took in a deep breath, then shuddered as a mini-orgasm went through her. Then she opened her eyes. And as she stared at his cock, still glistening with Rainbow's spit, her pupils became replaced with sparkling cartoon hearts, she started panting, and her tongue lolled out as she began drooling. Over her head, more cartoon hearts began appearing and popping like soap bubbles, as she lifted off the floor and began floating towards the huge, meaty, wonderful dick! Like a sleepwalker, she moaned, "...must...have...cock..." as she floated nearer.

Twilight looked up just in time and shouted, "Pinkie! Nooooo!!" and tried to grab her in her magic! But even though Mac was..."third generation" Human, her magic still fizzled out because Mac had put his hand on Pinkie's head, unknowingly blocking her magic! Pinkie's mouth had juuust closed around his cock and was beginning to suck it when Twilight, in desperation, flew from her place and tackled her, sending them both flying across the room!

Pinkie struggled with her as they fought on the carpet. "No! Must...have...delicious...cock!" she yelled as she tried to free herself.

But Twilight refused to let her go. "Pinkie! Snap out of it! Do you want to turn into...whatever it is Dash has become?!" she yelled back, as she exerted her Alicorn strength against Pinkie's desperate Earth pony's. At this, Pinkie relaxed and fell limp, gave a quick look at Rainbow's ass, then hung her head in shame.

With tears beginning to form in her big blue eyes, she looked up at her friend and said, "Thanks, Twilight...I...I don't know what came over me! I...I couldn't help myself!" Twilight slowly released her, then stood, keeping a careful eye on her in case she relapsed, then turned to face Mac and Dash.

"Big Mac? I'll thank you to put that...thing...away, and leave us alone for a while, please?" Mac stood, and without a word made for the stairs and back up to the again fucked-into-oblivion ponygirl, but he didn't miss the hungry look Twilight gave his cock as he strode past. Twilight blinked, sucked the drool back into her mouth, shook herself to regain control, then settled on the former pony. She took a few steps closer, with Pinkie at her side, and looked down at her. "Rainbow Dash. What. Have you done to yourself?"

Rainbow was still lying with her head where Mac's thigh had been, with a blissful smile on her face. Her arms hung down by her sides, with her legs spread out behind her, and her new bubble ass sticking out prominently as she sighed up at them and opened her eyes. "Hey, guys..." she answered slowly, then sat up and looked around. "Where did my big dick go? I wasn't done playing with it..."

Twilight's brow lowered. "Rainbow Dash!" she yelled, "Look at you! You're not a pony, you're not a Human! What's wrong with you?!"

But Dash simply yawned, then stretched. "I guess I'm just too horny to care right now, Twi..." She got shakily to her hooves, then said, "Now, if you two don't mind, my pussy still needs filling..." She flapped her wings, intending to take off.

Nothing happened.

At once, her face lost color, as she tried again. She didn't move an inch off the floor...then real panic showed on her face. With wide eyes, she stared at her friends. "What...what's wrong with me?! I...I can't fly!"

Twilight closed her eyes and sat heavily down. Taking a deep breath, she opened her eyes and said, "Rainbow, that's what I was trying to tell you." She raised a hoof and pointed to her butt. "Look...look at your flank."

Rainbow stared at her, then at Pinkie, then slowly twisted her back and rotated her gaze down to her own ass.

Only to see it was completely blank.

"My...my cutie mark! It's...gone!!" She turned wide, frightened eyes up at Twilight. "What...what does this mean?!"

Twilight closed her eyes again, then encased her in her magic. Then did it again. Then once more. When she finally opened her eyes, she was crying.

"Rainbow...you...don't have any Equestrian magic...at all."

Desperation

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Rainbow fell to her knees and began sobbing as if her heart would break. She put her face in her hands and wailed, "I'm not a pegasus anymore! I...I can't fly! I'm nothing!" She looked up at her friends and screamed, "What have I done to myself?!"

Pinkie immediately fell to her side and hugged her. "Shhh...it's okay, Dashie...we'll figure this out..." Twilight joined her on her other side and held her as well.

"Lyra's books said this is a temporary change, Rainbow...remember?" Dash reluctantly nodded. "So...all we have to do is wait a few days, and you'll be fine!" But Twilight's words belied her inner turmoil, for she actually remembered Lyra saying a liaison between Mac and another pony would have unexpected results...

She could only hope this wasn't permanent.

Lyra stared at the Human as if all her dreams were coming true. His shape! His form! His smell! And best of all, that, wonderful, wonderful Human male member she'd only ever heard rumors about...and now here it was before her, tall, erect, throbbing, and glistening with another mare's spit...

But there was something she had to do first. She knew of the surveillance devices installed in the room, and while she normally didn't mind them, for she had long ago accepted her marefriend's secret life and allegiance to the Crown, this time? It was different.

So, she fired up her horn...

"Are you alright?" cried Celestia, as she rushed to pick up Her agent from where she'd fallen.

"I...I think so..." said Sweetie Drops, as she sat up and woozily shook her head.

"What has occurred?" asked Luna, just as concerned.

Sweetie looked up at Her, and then she looked at Celestia, then closed her eyes. "I'm...not sure. Something went...wrong...with my surveillance devices' memory cores..." She looked back up at them. "It's affected my present memory as well. I can't remember what happened."

Lyra's Wish

Having switched to tea, Agent Drops leaned forward in her seat and held her cup in her trembling hands, as both Sisters watched her with concern. After a few minutes, she spoke. "It's no use...try as I might, I cannot recall what happened while Lyra and the alien were alone in the room." She took a tentative sip from her tea, but then she smiled. "However, I do remember what happened after she opened the door and beckoned myself and Derpy within!"

No sooner had the door opened than the ditzy blonde bounced in and cried, "Cock for Derpy?!" Lyra smiled and stood aside, to reveal Alex lying supine on the bed, looking both renewed and as if he'd just come out of the shower, with the added bonus of being at full erection! Derpy threw up her hooves, screamed, "YAY!" and leaped mouth-first onto the bed, swallowing his cock in one swift motion! She closed her eyes and moaned as she bobbed her head up and down, finally able to savor Human dick uninterrupted at last!

So she didn't notice that she's bounced past a very Human Lyra...

Bon Bon, however, had not been so inattentive. She stood stock-still in the doorway, staring up into the serene gaze of her marefriend, trying to sort her feelings. Her face remained the same: she'd retained her pony ears, snout, and horn...but her body was now much taller...and her breasts were...impressive, to say the least! They'd moved from their natural position between her legs up to her chest and were enormous, with protruding nipples and dark areolas. Bon Bon's gaze wandered down to her new hands, as Lyra held them out for her to inspect. Over the sounds of Derpy's satisfied moans, she asked, "Is...is it everything you wished for?"

Lyra beamed and nodded. "That...and more!" She bent down and gently took her love's face in her Hands, causing a warm thrill to shoot through her. Bonnie closed her eyes and shuddered as her breathing deepened and her legs grew weak.

She opened her eyes and looked up at her. "What...what was that? Did you...inherit the Human's...touch?" Lyra smiled and nodded. But when she bent down to kiss her, Bon Bon pulled back and turned her face away. "It's not right, Lyra." She gazed back up into her lover's face, whose eyes were rapidly filling with tears. "I'm sorry! I can't do this! I just...can't!" She spun about and fled, crying as she went.

Lyra watched her leave as tears poured down her face. Then, she slowly brought her new hands up and looked down at them. Ignoring the sounds of passion behind her, she stumbled out of the room and began to look for something sharp...

Both Luna and Celestia exchanged shocked looks, then stared at their agent. "Hold..." Luna finally managed, "...you...fled? Then...how...?" while taking in her Human form. Bon Bon smiled up at them over the rim of her cup.

"I was just getting to that." Then her eyes grew inward, and she added, "Also, I need to inform you about Twilight's new... change..."

"Uuuuuuhhhhh!" Alex grunted as he arched his hips, fully burying his cock inside the happy throat of the delirious blonde mare. She smiled around her mouthful and greedily swallowed every ounce of his thick, creamy, TASTY Human spunk, sucking harder and hollowing her cheeks while sultrily gazing up at him as she emptied his balls. She kept her eyes on his face as she gulped it all down, knowing from VAST experience that guys LOVED it when mares watched their faces while sucking their dicks! And it seemed Human guys were no different!

When he finally relaxed and fell exhausted back onto the pillows, she gave his cock one last suck to make sure she had gotten every drop and asked, "Did I do a good job, Mister Hoomun? Am I a...good girl?"

Alex wearily raised his head and smiled. "You...Sweet Celestia! you...are a VERY...good girl!"

Derpy smiled her silly smile up at him...then froze. Her ears perked up, and then she rose to her hooves and looked towards the door as her lopsided eyes grew wider, then she screamed and rushed out of the room! Alex barely had time to raise his head and shout, "Derpy! What's wrong?!" before he heard what sounded like a violent struggle, so he jumped to his bare feet and gave chase.

His heart beating rapidly, he ran as fast as he could towards the sounds of fighting until he'd reached the downstairs, and froze only for a moment as he saw the transformed Lyra and the blonde mare locked in combat, with the mare desperately clamping her mouth around Lyra's new hand that was holding a knife, while Lyra fought to free herself! Alex arrived just in time, as the mare was nearing her limit trying to match her strength against the enraged semi-Human! Lyra had already flung her against a wall and smashed a table with Derpy's body, but she had held on, though clearly injured.

"Lyra! NOO!!" screamed Alex as he lunged forward and grabbed her around her body with one arm while using the other to pin her wrist to free Derpy. "I've got her, Derpy! You can let go! YOU CAN LET GO!!" As he held the struggling Lyra still, Derpy slowly opened her mouth...and fell limp.

"Get off me! GET OFF ME!!" shouted Lyra, "I don't want this anymore!"

Alex slapped the knife out of her hand and grabbed her by her shoulders. "Lyra! What have you done?!" He turned her to face the comatose mare. "LOOK at her! What's wrong with you?!" He pushed her mightily away, where she fell back onto her butt, and then he gathered Derpy up gently in his arms. With one last look of disgust at the former unicorn, he turned and rushed out the door. Lyra watched them go, as her eyes began brimming with tears.

"Der...Derpy? I...I'm...sorry..."

The sight of the naked Human running through Town while carrying the unconscious and bleeding mailmare was enough to trigger serious alarm in everypony that saw it. Several ponies kept pace with him, crying out, "What happened to her?! What did you do?!" But Alex was in too much of a hurry to answer, which, as it turned out later, was a grave mistake. By the time he'd reached the hospital and burst through the sliding doors with his precious burden, a sizable herd of suspicious ponies had followed. Some pressed through in after him, determined to find out how Derpy had been injured, while the majority had to be turned away as there simply wasn't enough room for them to crowd inside.

"Help! We need help here!!" shouted Alex as he ran inside, followed by the herd. The nurses sprang to their hooves and immediately had him lay the injured mare on a gurney, while an emergency room unicorn doctor rushed over and started his examination. After a few moments of anxiously watching them, Alex asked, "Is she going to be okay?"

The doctor looked up at him with a frown over his glasses and said, "We'll know more in a few minutes." He nodded towards the bench set against the far wall with the padded cushions. "Take a seat over there, Human. We'll have some questions for you...but for now...I need you to stay out of our way." He then turned back to his patient and directed his nurses to wheel the bed off to a more private area. Alex walked over to where he'd been told and sat, oblivious to all the unfriendly stares he was receiving from just about every other pony in the room.

Just about...

As he sat there with his head in his hands, he was interrupted from his internal thoughts by a mare clearing her throat. He looked up, and a nurse was smiling up at him while holding a towel in her mouth. He sat up slowly and took the towel from her, as she dimpled again and said in a sultry voice, "I thought you might be needing this to cover your...ahem...BIG friend there..." She then openly stared down at his cock and licked her lips, which were covered in a slutty blue lipstick, and complimented her yellow coat.

Alex blushed, placed the towel on his lap, and muttered, "...thank you?"

She tore her blue-shadowed eyes away from his..."friend"...and looked up at him again. "No problem, stud. Just ask for Nurse Snowheart if you need anything...I won't be too far away..." And with that, she winked, turned, and swished off, tail swinging from side to side as it revealed her incredible ass! For only a second, Alex was distracted, but then he shook himself and remembered why he was there. He furrowed his brow as he tried to make sense of the scene he'd briefly witnessed. What was Lyra doing with a knife, for God's sake?! One moment she'd been happy beyond her wildest dreams, or so he'd thought, and then less than an hour later, he'd found she and Derpy locked in what had looked like a life-or-death struggle! And what was she screaming about, "I don't want this anymore!" Want what? It made no sense!

Then, he thought some more. Maybe...Bon Bon could shed some light on the problem. If anyone knew the unicorn best, it had to be her! Just as soon as he knew Derpy's condition, he'd seek her out. But, there had to be somewhere more...private he could wait. He looked around at all the unfriendly faces staring at him, stood with the towel wrapped around his waist, and approached the front desk. He cleared his throat as the nurse startled and looked up at him. "Excuse me...is there somewhere I could wait for news about my friend that's not so...public?" He glanced over his shoulder at his...audience...and added, "I...don't think I'm very welcome out here right now."

The nurse stood, leaned over to look at the herd, then sat and looked back up at him and nodded. "I think I can accommodate you, Sir." She pointed with a hoof and said, "Right through those doors and down the hallway. There's a private room we set aside for friends and family."

Alex smiled and said, "Thanks...I really appreciate it." The mare recoiled for a moment upon seeing his canines, and he inwardly kicked himself for forgetting some ponies still saw him as a predator. Attempting to cover the awkward moment with a wave, he turned away and, keeping one hand on the towel as he made his way through the doors, pushed through and left, feeling every single one of their eyes boring into his back as he left.

He quickly found the indicated room and breathed a sigh of relief to find it empty. Though the chairs were small (for his size) they were comfortable enough, so he sat down on one that looked like it could not only hold his weight but also recline. But he was too keyed up to relax, so he sat at the edge of the seat with his elbows on his knees and his head in his hands, trying not to worry.

Lyra sat in her misery for a few minutes, then squared her shoulders, took a deep, booby breath, and got to her new feet. She remembered a saying her father had told her a long time ago: "Never meet your heroes," and she'd never fully understood what he'd met until now.

For most of her adult life, she had been fascinated with Humans, ever since she'd first heard about them. There was just something so...tragic...and heartbreakingly beautiful about their history...that she'd become instantly smitten. She smiled quietly to herself as she climbed the stairs back to her bedroom to find something that might fit her new body. She knew other ponies considered her a 'kook' at best..."completely out of her mind" had been whispered behind her back more than once, but she hadn't let it bother her. She had always believed in her heart of hearts that if they once existed, they still did so, no matter how much scoffing she had to endure.

And now? Her dreams had finally come true: not only had she met a Human, she had been able to make love to one, and beyond her greatest hopes, she had BECOME one!

But...at what cost? A tear slipped down her cheek as she recalled Bonnie's face...the face of the pony who meant more to her than anyone or anything in the world...even being a Human. If not for Derpy's intervention, she would have...done something...extremely foolish in the heat of the moment. Pulling a sheet off the bed, she wrapped it around herself like a toga, and then made her way back downstairs and out of the Shoppe.

Before she made any other decisions, she needed to know Derpy was alright.

After some minutes, Alex looked up to the sound of the doors opening, and his face lightened once he saw that same doctor enter the room wearing an assuring smile. "I've been searching the hospital for you, Human...I have good news concerning Miss Hooves." As Alex started to rise, the doc held up a hoof and said, "She's not quite out of danger yet, but she's coming along. She's sustained a serious head injury along with trauma to her back." The doctor looked over his glasses at the alien. "What exactly happened?" Very quickly, Alex explained how he'd found her fighting with the transformed Lyra. The doctor looked grim, stepped closer, and lowered his voice... "And this...new creature...is she a threat to herself or anypony else?"

To this, Alex had no answer. "I...I'm not sure, Doctor. I was waiting to see how Derpy was, but I think...I think I'd better go see to Lyra myself." But the doctor shook his head.

"There's no need for that." He walked back to the door and opened it. "You may enter, now..." he spoke to someone outside. Alex stood, then kept his face neutral as Lyra walked in with her head down, wearing what looked like a bedsheet.

The doctor looked from one to the other, then said, "I'll give you two a moment," then left.

They both stood there, not moving. At the awkward silence, she slowly raised her head and reluctantly met his eyes. Seeing no pity in them, she cleared her throat and whispered, "I'm...sorry about Derpy. She shouldn't have gotten hurt because of me...it was stupid...." To her surprise, the Human's voice was gentle but firm when he finally spoke.

"Why?"

She blushed and looked away. "I...thought being near you...being one of you...was my ultimate dream...until I saw Bonnie's reaction."

Alex audibly swallowed. "How...did she react?"

She turned and glared up at him. "As if I was...I was...a monster!"

Alex's face softened, and he started forward to hug her, but thought better of it and stopped. "I'm sure she didn't mean it, Lyra. She loves you." But Lyra shook her head.

"You didn't see her face! Hear her voice! See her eyes!" She looked down at her hands. "I've waited my entire life for these, and they cost me what was most precious to me." She glared up at him again. "It wasn't worth it!!"

Alex's jaw tensed at the injustice of her blaming him for her own actions, but bit back the retort. Instead, he quietly said, "It will be alright, Lyra; you know the effect is temporary."

She looked away again and sighed. "I know...I know...but...will Bonnie ever look at me the same way again? Or will she ever think of me as a monster once...and never love me the same way? I'm...not sure I can live with that...uncertainty."

At this, he did reach out and gently lay a hand on her shoulder. "You know that's not true. As long as the two of you have been together, she could never turn away from you for...this." She turned a face up to him with eyes that were now filled with tears.

"How do you know?"

He smiled down at her. "Because I've been in love before."

She stared into his eyes, searching for the truth of his words as she began shaking, then closed them and enfolded him in a hug. "Thank you, Alex..." she spoke into his bare chest. "I...needed to hear that."

Still holding her, he said, "You're welcome. Now...no more ideas of hurting yourself?" She shook her head while still hugging him. "Good. Now then, I'm going to stay here and keep an eye on Derpy...you go find Bon Bon and talk to her, okay?"

She leaned back and smiled up at him. "Okay." Then she stood on her tiptoes and kissed him, wiped her face, then turned and left. The doctor came back into the room just as she was leaving.

"Is everything alright with her?" Alex shook his head.

"No, but I think it will be."

The doctor nodded. "Good. I'd like you to stay here for a while if you could; I might have some more questions for you concerning Miss Hooves."

Alex went back over to the recliner and sat. "Not to worry, Doc...I'd like to stay until I know she's going to be fine."

"Excellent...and besides...there's a crowd of ponies outside that are rather...restless...concerning you, Human. They still believe you are the cause of Miss Hooves' injuries, but I will do my best to allay their suspicions. I think it best if you wait a few hours. I'll have better news concerning your friend by then, in any case."

Alex slumped back in the chair. "All right, doc. But, can you send word to Princess Twilight? She and Pinkie were going to my house, and that's probably where you'll find her. I'm sure she'll know what to do."

The doctor nodded. "That, I can do." He pointed towards the wall. "There's an intercom there if you need anything, and one of the nurses will see to you. I'll try to keep this as brief as possible." With a final nod, he turned and left.

About an hour later, a certain yellow Earth pony nurse peeked her head into the family waiting room to check on the Human. When she saw him lying back in the recliner, fast asleep and snoring, she slowly opened the door so as not to wake him, and walked quietly up to his side. Spying the enormous bulge underneath the towel, she licked her hot, wet, sultry blue-lipstick lips and whispered, "...yum, yum..."

"So...what do I do now...?" Rainbow looked up at her friends as she sat on the carpeted floor. She looked back over her shoulder at her now-useless wings and gave them a flap, then closed her eyes and broke out into fresh tears. She bowed her head and whispered, "...I'm so stupid..."

Twilight frowned. She was still furious with her, but despite her foolishness, the former pegasus remained her friend, and she knew harsh words wouldn't help right now. "Rainbow," she began, "...just...wait a few days. I promise you'll be back to normal by then!" She then offered her a reassuring smile, hoping she'd calmed her fears.

Rainbow looked up and returned her smile, sighed, and then got clumsily to her hooves. "Is...Big Mac still upstairs?"

Twilight and Pinkie exchanged a look, then Twilight narrowed her eyes and slowly answered, "...yes...why?"

Dash grinned. "Because I'm still horny!" As she turned and started for the stairs, she made it only a few steps before she heard an, "AHHHHHHHHHHHHH!!!" behind her! She spun around just in time to see Twilight leaping towards her with eyes wide and wild, teeth bared, FOAM flying from her lips!

Twilight's flailing hooves were mere milliseconds from Rainbow's bare, exposed throat just as Pinkie was able to tackle the now-deranged Alicorn and wrestle her to the floor! Still, Twilight struggled to free herself, screaming, "Let me go! I almost had her! LET ME GO! I'm gonna STRANGLE her!!"

"Uhhhh...that's...wait...what's happen...." Alex sat up with a start and opened his eyes. He'd been having the most wonderful dream, full of sensual images and feelings, only to find it was actually true! He looked down at his waist, and saw that the towel had not only been drawn aside but his cock was still erect and throbbing! Cum was not only leaking out of the tip, but there were...blue streaks up and down the shaft! Then, he looked to his right, and across the room was that yellow nurse he'd met earlier, the one who had given him the towel. She was currently looking away from him, but applying the same shade of lipstick to her lips! Alex smiled, and said, "Umm...thank you?"

She deigned to look over her shoulder at him and said haughtily, "Thank you?' For what?"

Now, he simply stared at her, dumbfounded. He indicated his cock. "For...this?"

She gave his dick the same look and sneered, "You aren't seriously suggesting that I had anything to do with that, are you?!" Now, he was really confused! He looked at her lips, then looked down at the lipstick marks on his cock (AND his balls!) and opened his mouth to speak when she cut him off. "Let's get one thing straight, Human: I don't know what the nurses are like on your world, but we're consummate professionals here on Equestria! We don't go slobbering all over huge, meaty, tasty, delicious cocks all day and night!" She stepped closer to him and added, "I'll have you know I have far too much to do than to waste my time running my wet tongue all over your big, throbbing, veiny dick, then opening my hot, moist mouth and sliding it down my tight, velvety throat again and again and again until you EXPLODE and shoot your warm, creamy cum inside my mouth while I suck and suck until I swallow every delicious drop!"

A bead of sweat began dripping down his forehead as she was speaking, and his cock, which had been flagging, became ROCK HARD. She looked down at it, then glared up at him. "Control yourself. Think about something else, like...oh...I don't know, mare butts...."

Alex swallowed. "M...mare butts?"

She nodded and turned around, then looked over her shoulder at him. "Of course! Big, pillowy, soft, supple..." she gave hers a slap..."bouncy...with a perky ponut that is just right for your cock to sliiiiide into..." as she raised her tail to give him the best view. She smiled. "Now then...doesn't that take your mind off getting your cock sucked?"

"Buhhhh..."

She frowned. "Oh, dear...I'm just making things worse, aren't I?" She shrugged. "Well, I'm sorry, Human, but I can't help you. As I said, I'm a professional." As she was turning to leave, Alex stopped her.

"Can...can I ask you...a question?"

She stopped with her back to him and with one hoof on the door, and sighed. "No, Human...I'm not going to suck your cock."

He shook his head. "That wasn't my question. I was going to ask: have you...heard anything about me? Anything...special?"

She looked back at him and frowned. "Didn't I already indicate how busy I am? I do NOT have time for idle gossip!"

Alex grinned. "So...you don't know anything about me, then?"

Her brow lowered even further. "I now know you're annoying! Now, if you don't mind, I have to—" then stopped as he held out a hand. "And just...what am I supposed to do with...that?"

"I'm offering you a 'handshake.' It's how we HUMANS apologize. I'm apologizing for our earlier...misunderstanding."

She rolled her eyes, "Fiiiiine. Let's get this over with!" She turned and walked back to him, and then raised her Earth pony hoof. Alex smiled as he grasped it, then tightened his grip. There was a beat of silence as she stared up at him, and then her eyes rolled back in her head as she was overcome by the most intense orgasm she'd ever felt!!

"AAAAaaaaaaOOOOOOhhhhhhhAAAAHHHH!!" she screamed! "OH! OH! OH! OH!" as she thrashed and bucked her hips until Alex relented and let her go! Once he did, she fell to the floor panting, and then stared up at him. "What. Was. THAT?!" she moaned. Her pussy was still convulsing and squirting, and her body still shook from the intensity of her ordeal. "I...I've NEVER cum that hard before! What did you DO?!"

Alex chuckled and looked down at his hand. "You really should get out more, and start listening to "idle gossip." He looked up at the door. "Weren't you leaving?"

She threw herself at him! "NO! I'll suck your cock! I'll let you do whatever you want to me! Just...make me feel that way AGAIN!"

But he held her at arm's length. "Naw...I don't think so. You're quite the bitch."

She sat down and stared up at him with tears beginning to form in her eyes. Finally, she wailed, "I know! I'm sorry! I won't treat you like that again, I promise!"

He leaned down and glared at her. "Or other stallions?"

Her bottom lip trembled as she hesitated, but as he turned away with a snort, she blurted out, "I can't promise that! I can't change my ways all in one go! But I can with YOU, I sincerely promise!"

Alex looked back at her, then grimly nodded. "That was an honest answer, and I can respect that." Her face brightened.

"So...you'll let me suck your cock?!"

He spread his legs. "Just this once. If you do a good job, I might give you an orgasm like that one again. IF I feel like it..."

"Yes, Sir!" she cried, then snuggled between his legs. She closed her eyes and sloooowly licked him from his balls all the way up his throbbing shaft, then ran her tongue playfully around the head, lapping up all the precum that she had caused earlier. She then kissed his cock, from the head and down, getting those same blue lipstick marks all over it, then took one of his balls into her mouth and began lovingly sucking on it. Once that was sopping wet with her spit she switched to the other one, giving it the same loving treatment as she moaned and slurped, making sure she was offering him all the pleasure she was able! She then started humming and vibrating her tongue all along his balls, a trick she'd been taught when she was young from an ancient Blowjob Guru (her MOM!), that was sure to please any stallion! She then drew her tongue up his shaft, opened her mouth wide, and swallowed him all the way into her throat, bobbing her head up and down, up and down while still swallowing and vibrating her tongue, remembering her other lesson that, "Breathing while sucking a cock is for LOSERS..." so she kept up her pace until she felt him beginning to buck his hips. She did suck in air through her nose, but kept up her pace of bobbing, swallowing, licking, and slurping with her hooves planted firmly on his thighs to keep them apart so she could work. Faster and faster she drove his cock into her throat, all the while going, "MMM! MMM! MMM! MMM! MMM!!"

"N...Not...bad..." grunted the Human, as he felt his balls beginning to unleash their loads! The slutty nurse smiled around her stuffed mouth, took him to the back of her throat, and started gulping, allowing the stimulation of her throat muscles all along his cock to push him over the edge. Alex grabbed her by the back of the head and held her down as he filled her stomach with Man-seed, while her eyes rolled back and she experienced her own climax from being treated like a whore! Only after she had drained his balls did he allow her to come up for air, yet she paused for a moment after she was freed to give him a few more sucks and to show that air was for newbie cocksuckers!

She slooowly pulled his slimy cock out her throat, threw her head back, and made a show of swallowing and moaning, then opened her eyes and turned the full force of her baby blues up at him. He met her gaze for a moment, smiled...and then pushed her away. From her position on the floor, she stared up at him and stammered, "W...Wait! What?! I...I thought you said if I did a good job you'd..."

"I said 'if I feel like it.'" He frowned at her. "I don't."

She continued to stare as her bottom lip began trembling. In a small voice, she whispered, "...you...can't do this. You can't treat me like...a...slut..."

He leaned down into her face as she shrank back. "You are a slut."

She wasn't ready to give up. "What...what must I...do...to change your mind?" Alex sat back and replaced the towel on his lap.

"You'll think of something."

She looked up at him with her eyes sparkling. "Nopony has ever been so...assertive with me like this before..." She got to her hooves, slowly walked forward, then placed her head on his feet. "I'm...yours...if you'll have me...Human..."

Alex stared down at her for some moments as she lay there waiting. Then, he tossed the towel aside, knocked her nurse's cap off, grabbed her by her mane with one hand, picked her up by it as she gasped, and set her on his lap. He could feel her trembling as she looked down between her spread legs and felt his erect cock pressing up against her sex and between her tits, then she turned frightened eyes up at him. They locked gazes on each other as he lifted her under her arms until his cock was pointed at her cunt, then she closed her eyes and moaned as she slid down, taking every inch of him up into her needy hole. He then ripped the net that was holding her mane together off, so that it flowed freely about her shoulders, then leaned back and uttered one command:

"Begin."

"Oh...YES!" she moaned as she placed her front hooves on his chest and started bouncing up and down on his lap...then as her tongue lolled out she ground her hips in a circle then bounced some more, getting him as deep inside her as she could! "Sho...DEEP...sho...THICK...I...LOVE...IT..." with each bounce. She wrapped her hooves around his neck and plunged her tongue into his mouth as she circled her hips once more, as Alex grabbed her by her plump, luscious ass and squeezed. She felt the warmth beginning to spread from his hands into her body...not as intense as when he'd touched her hoof, but still amazing! "Oh! Oh! Oh! I'm cumming! I'm cumming AGAIN!" And that was when he relented, reached up, and tightly gripped her by BOTH of her front hooves, which drove her INSANE!

"AAAAAAAAAAhhhhhhOOOOOOOOOOHHHHHaaaaaaaaHHHHHHHHAAAAAAAAAaaaa!!...ahhh!...ahhh!...ahhhhhh..." convulsing and shaking, as she felt his cum filling her insides and further threatening to break her mind. She fell against his chest completely worn out and helpless, without an ounce of strength left.

With her head against his chest and her heart still pounding, she managed, "Th...Thank you...Human..." He smiled to himself as he hugged her to his body, then corrected her.

"Call me Alex, slut." Another shiver went through her at this, and then she smiled and snuggled further against him.

"Yes. Yes, I am. For you."

Bon Bon slammed her hoof on the bar and yelled, "Berry! Gimme 'nother!" She frowned at her empty mug (one of several!) in front of her, picked it up, peered into it, and then turned it upside down. A single, golden drop of ale spilled out as she caught it on her tongue. Then, she slammed the mug down and yelled, "Berry!"

The owner of The Maiden's Hoof, one of several taverns in this growing Town, took her time wiping down one end of the rustic, wooden bartop, considering. Finally, she took a clean mug, went over to the tap and filled it, then slid it over to her boisterous customer. "That's the last one, Bonnie...I'm sorry..." The Earth mare snorted and started gulping her ale, as Berry watched her with a worried expression. As a bar owner, barkeep, and former drunk, Berry was well aware of the signs of somepony trying to "drink their troubles away," and she was also well aware of how futile it was to try. Or to be the one to talk some sense into them.

Still...

Wiping her way down the counter, she stopped in front of her and said, "Whatever it is, you're not going to find in the bottom of those mugs." Bon Bon gave her a sullen look over the rim of her mug and kept drinking. Tipping it up and leaning her head back, she went, "...aaaahhh..." then slammed it back down on the bar. She gave Berry a bleary gaze, wobbled a bit, then belched. She raised her hoof and opened her mouth, but just before she could well...speak...Berry shook her head.

"No." Berry stared straight into her eyes, and nodded at the mug. "I said that was your last one, and I meant it." She leaned closer. "Go. Home." Bon Bon tried speaking again, but Berry shook her head and pointed to the door. Bonnie slowly put her hoof down, then slid off the barstool. Staggering through the door, she gave Berry a sour look over her shoulder then pushed her way out. But as soon as the door was closed, she straightened up, frowned, and then made her way steadily and without misstep home.

It was time to talk to Lyra.

The only sound was the ticking of the clock on the far wall, and the occasional rustling of the ponies in the room. Big Mac was seated on the couch, holding a beer, while Fluttershy had chosen to remain upstairs, even though her giggles could still be heard after she'd taken one look at the tableu downstairs, then fled back to the bedroom. Pinkie sat back in her ease in Alex's recliner, as she sipped some tea while unabashedly smiling at Twilight and Rainbow.

Rainbow shifted slightly in her bonds and groused, "...so, how long are you gonna keep us tied up, Pinkie? We can't stay like this forever!" She and Twilight had been bound by ropes to two of Alex's dining chairs, and were currently on opposite sides of the room, facing away from each other.

Pinkie smiled and took another casual sip of her tea, then remarked, "As soon as you both calm down; you stop doing stupid things, and Twilight stop trying to strangle you."

Twilight shouted, "I'm calm! I'm perfectly in control, Pinkie! Now, release me, and I promise I won't try to murder a certain mare who, despite every warning, did the dumbest thing she could possibly do, and turned into a freak!!" She struggled against the ropes and added, "And while we're on the subject, just how did you manage to tie us both up like this?!"

Pinkie laughed. "Oh, Twilight! What a silly question!" She turned to Mac and smiled, as he hastily shoved a conspicuous pile of rope behind the couch he was sitting on and blushed. "I have my sources!" Pinkie finished with another grin, as she took another leisurely sip of her overly-sugared tea. "Now then, since I have both of your undivided attention, (giggle!) let's discuss our next move!"

Rainbow looked over at Mac, gulped, and asked, "Umm...sex?"

"NO, you idiot!" yelled Twilight. She struggled all the more fiercely against her bonds, and cried out, "Let me go! She's hopeless! The only solution is to beat what's left of her brains out! AHHHHHH!!!" Just as Pinkie was rushing over to try and calm her, there was a knock on the door, and all inside froze.

Pinkie looked around at everypony, then shrugged and went to the door. Opening it a crack, she peered out and asked, "Yes? Can I help you?"

The nurse looked up at her with wide eyes. "I...heard yelling. Is...everything alright in there?"

Pinkie tried to smile. "Y...Yes! Of course! Everything is completely normal, with nopony tied up or anything else like that out of the ordinary! Why would you think that?!"

"T...Tied up? I wasn't thinking..." the nurse faltered, then said, "I was sent to find Princess Twilight and tell her about Miss Hooves' condition. That...alien...said she would be here."

Pinkie's eyes grew wide. "Derpy? What happened to her?!"

"I don't know all the details, but it seems she was injured in a fight with a transformed pony...Lyra, I believe. The Human asked for the Princess to meet him at the hospital." She tried to peer around the pink pony. "Is she here?"

"Wait just a second!" cried Pinkie as she slammed the door. The nurse stood there for a moment, then set her ear to the door. She heard muffled shouts, the sounds of a scuffle, what sounded like somepony yelling, "nonononononono!" and then a loud >SMACK!!< ...followed by complete silence. She jumped back as the door opened and Pinkie and the Princess Herself were revealed. The Princess was rubbing one hoof with a satisfied look on her face.

"Let's go," she tersely spoke, as the nurse turned and galloped back to the hospital, with Twilight and Pinkie in pursuit. Back inside the house, Mac was placing a wet cloth over Rainbow's blackened and rapidly swelling eye. She was still tied to the chair as she looked up at him with her one good eye.

"Do you think...she's still mad at me?"

The first sound Bon Bon heard when she entered the Shoppe was somepony quietly weeping. Her heart gave a guilty lurch, and then she swallowed past a dry throat and slowly made her way to the stairs. As she passed through the kitchen, she felt a brief sense of alarm as her practiced eye told her a fight had happened here, and quite recently. The table was askew, there were signs of an impact on the wall...and worst of all, she detected the faint but unmistakable scent of...blood. Her eyes grew wide once that scent hit her nose, and she cried out, "Lyra! I'm coming!" as she rushed up the stairs. Shoving the bedroom door open, she saw her still changed marefriend lying on their bed, and just rising to a sitting position as she flew through the door. Bon Bon wildly scanned her face and body and cried, "Lyra? What happened?! Are you hurt?!"

The transformed pony twisted away from her and hung her head. "No...I wasn't the one who was hurt..." She turned eyes still full of tears to her and whispered, "It was Derpy...and it was my fault."

Bon Bon felt a rush of relief, quickly followed by concern for the mailmare. She climbed up onto the bed next to Lyra and said, "Do you...want to talk about it? What exactly happened?"

Lyra wiped her face with the back of a hand, then stared down at it with a frown. "I had a...bad moment...after you left," she began, "...and Derpy stopped me." She met her marefriend's gaze briefly and then looked away again. "Alex picked her up and carried her to the hospital...so I went there to see her. The doctor said she was stable but he wouldn't let me see her." Another tear spilled down her cheek as she quietly said, "I never meant for anypony else to get hurt...but I don't know what would have happened...what I would have done...if she hadn't been here."

"Oh, Lyra! I'm so, SO sorry..." whispered Bonnie as she shed tears of her own. She held out a hoof, beginning to place it on her lover's shoulder, but then thought better of it and drew it back. "I...just want you to know I'm...very sorry I freaked out as I did...and that nothing has changed between us." Lyra drew a sharp breath and turned to face her fully.

"You...mean that? You...don't see me as a...freak?" Bon Bon smiled and shook her head.

"NO, love, I don't see you as a freak. But...what frightened me was the idea of you and I becoming...intimate...at that moment, knowing the danger involved if I were to be...changed...by you..."

Lyra's eyes grew wide, and then she slapped herself on the forehead. "Of course! How could I have forgotten?!" She leapt to her feet and said, "We need to get Alex, so he can change you safely!" Then she stopped, and her face fell as an errant thought hit her. "That is...unless you don't want to be changed?"

Bonnie smiled up at her. "Of COURSE I do! I told you, after the both of us sampled his "touch" how eager I was to get him back here!" She turned to the door and added, "Let's get that meat for him, and then I finally get his "meat!"

Roseluck had learned of the crowd that had followed Alex when he made his desperate run through town while carrying the unconscious Derpy, having heard the commotion from her home. She'd followed soon after, and then milled about on the outskirts, listening to the conversations around her as ponies expressed their renewed mistrust of the alien, and how many were blaming him for the mailmare's injuries. She knew that couldn't be true, for due to all of her spywork on him she knew him to be a decent and trustworthy creature, yet she saw this situation as an opportunity! So...she kept her true thoughts to herself, and considered how best to enter the hospital unnoticed, or at least without arousing suspicion, until she could find him somewhere inside.

Then...she came up with...A PLAN...

"Why won't they allow us to see the alien?!" she shouted. "Let's all go in, and demand they bring him out!" The herd, which was already restless and suspicious, became unruly, as many echoed her "demand" and began to crowd the doors. The hospital staff, already outnumbered, called up every guard and focused their attention on trying to keep the herd out at the front...which drew their vigilance away from the back. Rose smiled to herself, then slipped around to the back of the hospital. Being the hypochondriac she and her sisters were, from their frequent visits to the hospital she knew it like the back of her hoof...and therefore knew which doors were easily opened. Once inside, she quickly made her way to a patients' linen closet, donned a spare gown and mask, then quietly began checking rooms.

After about ten minutes of searching, she finally found her target in one of the family waiting rooms. Her heart raced once she'd slowly opened the door and saw him lying back on one of the recliners...yet he was not alone! Lying on his chest, with a thoroughly satisfied look on her sleeping face, was that bitch of a nurse Snowheart! She backed out of the room and ducked into an adjoining one, trying to come up with a new plan. There was no telling how that slut would react if she'd seen her, so she couldn't risk it!

And that was when her problem was solved for her, as a tense voice called out over the intercom, "To all personnel! Please report to the front of the hospital! We have a situation!" Rose went to the door, opened it a crack and peered out. In a few minutes, she saw Snowheart stumble out of the room while trying to repair her mane, and then disappear down the hall.

Perfect...

Drawing a deep breath, she quickly exited her hiding place, and then placed a hoof on the Human's door. Her heart beating like a drum solo, she closed her eyes and pushed it open.

There he was.

AT LAST...

By the time Twilight and Pinkie made it through the crowd, checked on the now peacefully sleeping Derpy, and were directed to the room where Alex was still waiting, they opened the door and stopped when they saw his...face.

He was staring at the floor (while almost naked) with a stunned look on his face, so they exchanged a worried expression and ventured up to him.

"A...Alex? Are you...okay? What's wrong?" Twilight placed a hoof on his bare knee as she spoke, which made him jump slightly as he looked up at her. As he met her eyes, and then Pinkie's, he smiled wanly and explained.

"I just...had the weirdest conversation I have ever had in my life...."

Twilight looked around. "With...who?"

Alex sat back and drew a deep breath. "One of those flower-sellers...named Rose, I think she said." He looked down at Twilight and frowned. "She...asked me if I could...chase her..."

Twilight shared another look with Pinkie. "'Chase her?' You mean...as a 'hunter?'" Alex nodded.

"Yeah...and not just as a hunter...but...she asked me not to say any further details."

Pinkie piped up. "You don't need to say anything, Alex. I know Roseluck...probably more than I should, so I have an idea what she wants." She leaned it closer. "The question is: are you comfortable with doing as she asked?"

Alex looked at Pinkie and then looked away. "I'm...not sure. I told her I'd have to think about it, and I'd let her know." Just as they were about to further question him, the door opened again, and in walked Lyra, followed by Bon Bon. All the mares' sensitive noses immediately picked up the smell of the meat in Bon Bon's saddlebags, and so the two's intentions were quite clear! Bon Bon broke the ice.

"Alex? We need to talk."

Almost since the first month he'd arrived in Equestria, not a day had gone by when Alex had not been in a state of near-arousal. Some days were easier than others, for those were days he kept to himself and seldom went out. But any day he had to leave his home and interact with the locals was...a challenge...for then he was greeted by the sight of Just. So. Many. Fine. Asses!

After so much time, he thought he'd get used to seeing all of the mares' naked, round, soft asses...healthy tits, sweet smiles, flowing manes...but if anything, his attraction to them appeared to only grow stronger! And his libido seemed to match, as well as his sperm production! Living in this world had affected his body in more ways than one, for on (his!) Earth he'd never been able to last as long as he did in bed, nor be able to satisfy so many girls one after the other after the other in so short a time!

So that was why, after being escorted through the herd at the hospital by Princess Twilight, making it back to Bon Bon and Lyra's Sweet Shoppe, and devouring a huge chunk of meat, he was able to fuck the brains out of Bon Bon, Twilight, and Pinkie...

"Oh..my GAWD!!" All FOUR of the mares screamed and thrashed about on the bed once Alex had eaten the meat, for the power of his touch became amplified once more and radiated outward, affecting even the transformed Lyra.

Shouting to make himself heard, Alex cried out, "Should I stop?! I don't want to hurt any of you!"

Whether it was her Alicorn strength, or just plain horniness, Twilight grit her teeth and grunted, "D...don't y...you...DARE...stop!" She turned and presented herself, spread her back legs, flipped her tail up, and arched her back while looking lustfully over her shoulder at him with her eyes crossed! "St...stick th...that...c..c...cock...in...m...me...NOW!" As he grabbed her and lined his throbbing cock up with her pussy, she threw back her head and howled, while the other mares tumbled off the bed and put some distance between themselves and the Human until they could regain control over themselves!

No sooner had Alex plunged inside her than Twilight's eyes went pure white! Her magic radiated outward from her horn and lifted the both of them off of the bed, as their bodies shook from the intensity of the immediate ORGASM, while Alex's eyes also went white! He threw back his head and roared as he was being drained, and he could feel his enhanced touch being pulled out of him and into the diminutive mare's body, while the others shielded their eyes from the brightness of the magical display.

When they opened them, they looked to the bed, only to see two Humans lying there, one with a long purple mane, GIANT tits...and one other feature none was expecting.

Her hands had six fingers.

With the appearance of the transformed Applejack running through the middle of the Town earlier that day, and the accusations of the Human hurting one of their own, further news of the "afflicted" ponies was spreading like wildfire, causing mixed reactions among the population. Some, like those mares still camped out at Alex's home, were unbothered by the rumors and were waiting and eager for a chance to sample Human dick! Others simply chalked it up to the weirdness that came with living in a place that had the Six Element Bearers, an Alicorn Princess, and PINKIE, but among the rest, there was a growing fear, which could turn into outright panic.

Fully cognizant of Celestia's veiled threat concerning their prior treatment of the Human, this growing number of ponies banded together to discuss their best options, although they knew trying to get rid of the Human was off the table. Still, something had to be done! Or else, they ALL might end up becoming two-legged, unnatural freaks!

Gathering in the basement of the Town Hall, sneaking in by ones and twos as to throw off suspicion, the place soon became crowded with anxious ponies all chattering together at once, all exchanging the most dire rumors, gossip, or outright lies they'd heard. "The alien dragged that mailmare into that crazy Human-lover Lyra's candy shop! I saw it with my own eyes!" one pony whispered. Another: "I saw what that apple-seller turned into! I've been buying apples from her for years, but she ran right past me, and didn't even recognize me! Her mind must be broken along with her body!" "I heard that this is all Princess Celestia's plan! That She wants to turn us ALL into Humans!!"

At this, there was a loud cry of both fear and rage. "That's right!" another mare shouted, rising to her hooves. "You all heard how She defended that alien...that...that...FREAK!" She placed a hoof angrily against her chest. "WE are the Ruling creatures of this Land! So what if Humans once existed here?! They don't now, and I say, good riddance!!"

From the back, a lone pony cried out. "But, what can we do?" At this, the one who had shouted turned and looked at him, then grimly smiled.

"There's only one thing we can do..." She looked around the herd, ensuring she had their full and complete attention. From the looks on their faces, they knew what she was about to say, but they needed to hear it anyway.

"We kill him."

Estrus among us

by WhispersInTheDark

Not the best first impression

For SCIENCE!

Generosity!

A Crisis Averted

A Revelation and a Deal

An Afternoon with the Cakes

Some Fun Times with a Human

Clearing the Air

Nightmare Night: Part One

Nightmare Night: Part Two...or BOOBVILLE!

Resolution

Anticipations...and Blood?

The Party

Beep, Beep...

The Change

Awww...SHIT!

The News Spreads...

...and reaches Celestia...

Rainbow's Folly

Consequences

Desperation