Chapter Three

Yeah, yeah… same warnings as usual. You should already know what to expect by now if you’ve read anything that came before this. If you haven’t, then what the hell are you doing reading the third chapter with no background knowledge? Go and start from the beginning! If you have already read the rest, then this chapter will be adding in some futa action. Just a heads up. Have fun!

Thursday, May 26
1:00 PM
Outside Fluttershy’s Cottage

It was a bright, sunny day in Ponyville. Birds were chirping, ponies were going about their business happily, and two strange, curvaceous, bipedal beings were sneaking up on a certain pegasus filly’s home.

Wait, what?

Leading the two was what looked like a very large unicorn mare walking on her hind legs. Her coat, mane, and tail were all shades of purple or violet, and she was slightly the shorter of the two. Her figure was decidedly bottom-heavy, with a C-cup pair of breasts and a big, plush cushion of an ass.

The other resembled a cyan pegasus mare with a rainbow-colored mane and tail. She was at most a foot taller than her friend. Her form appeared to be slightly top-heavy, with a sexy pair of double D cups and a nice, somewhat-toned butt.

As they approached the home of Fluttershy, the local animal caretaker, they began to whisper to one another.

“You sure this is a good idea, Twi?” the pegasus asked her companion warily.

“Absolutely, Rainbow,” replied the unicorn calmly. “I think Fluttershy needs something like this to help her come out of her shell a bit. Yes, she may freak out at first, but I have a feeling she’ll get used to it. Besides, there’s another spell I wanted to try, and I think she’ll be the perfect one for it.”

“If you say so…”

With that, Twilight Sparkle and Rainbow Dash walked up to their good friend’s door and, after a brief reassuring look to one another, knocked.

1:15 PM

“Who is it?” called a timid mare’s voice, barely loud enough to hear.

“Fluttershy, it’s Twilight and Rainbow Dash. May we come in? We want to talk to you about something,” Twilight called back.

“Oh! Of course, come right in!” Fluttershy responded, brightening up.

“Hold on, first there is something we need to tell you. Listen very, VERY carefully. Rainbow and I do not look like our normal selves right now. We are under the effects of a new spell I have learned, so we look much different. We may appear scary to you, but it is still us on the inside. Do you think you can handle it?”

For a moment, no response came. Twilight and Rainbow shared a worried glance, both thinking that she wouldn’t let them in, wouldn’t trust them in their new states.

Finally, she said to them, from the other side of the door, “Okay. I believe you. I… I’ll try and be brave. I’m… I’m opening the door now.”

The door opened, and there stood sweet, caring Fluttershy. Her eyes widened at the sight of them, and it was obvious she was doing her best not to scream, or run away, or any of the other things that she would have normally done in this situation. She stepped back to let them in, eying them warily the whole time. As they crouched to get in, Fluttershy looked them over, examined every detail of their new bodies. After a moment, listening to them talk of their experiences with these strange forms, which they called ‘Anthropomorphic,’ or ‘Anthro’ for short, she became assured that these were indeed her friends and not some shape-shifting monsters mimicking them to get at her.

“So…” Fluttershy began after they had finished talking. “You… probably want me to try it too, don’t you?”

Twilight and Rainbow stared in surprise at the yellow pegasus mare. “Umm… yes actually,” said Twilight. Rainbow Dash then began to ask, “How did you kn-”

“Well… I… it just seemed like what you’d say… sorry. And um… I think… well… does it hurt?”

Twilight shook her head with a smile. “Actually, it feels amazing. It’s sort of indescribable how good it feels to change.”

“Well… Okay. I… I think… that I’d… like to give this a try!”

Twilight and Rainbow shared a smile as Twilight got up from her seat to prepare the spell.

2:00 PM
Fluttershy’s Cottage

Fluttershy shut her eyes tightly as Twilight’s horn began to glow. A glowing, vibrant cocoon of light soon had enveloped the yellow pegasus, and a surge of energy, like nothing she’d ever experienced before, crashed through her body. And it felt… amazing!

As the light faded, Fluttershy timidly peeked open her eye to see the results. Nothing had changed…

“Don’t worry, Fluttershy,” Twilight said in a soothing tone. “The spell usually takes a few min-”

Suddenly, Fluttershy’s entire body began to grow and shift at once. A feeling of intense pleasure drowned out her growing pains, the pain of bones and muscles rapidly rearranging and of skin and fat stretching and growing, causing her to let out a low, longing moan.

“-utes… to… start?!”

Twilight and Rainbow stared and gaped at the sight of their friend changing. Every time that the transformation to anthro had happened before, it had been slow, gradual, and had taken shape in parts, not as a whole!

Within minutes, Fluttershy was sitting on the ground as an anthropomorphic pony. She appeared to be about Twilight’s height, with a rear smaller than Dash’s and a rack about the size of Twilight’s. Her wings were also notably smaller than Rainbow Dash’s. All in all, she looked… pretty average.

Fluttershy opened her eyes, realizing that while caught in the wave of sensual pleasure that had hit her, her fore hoof had dropped to her… nether regions, and was now… wet. She blushed a deep crimson, especially once she realized that her friends were staring at her.

“Um… did I… do something wrong?”

This helped Twilight snap out of her trance-like state. She smiled, and shook her head while stifling a laugh at herself.

2:10 PM

As Fluttershy went to examine her new form, Rainbow and Twilight began to talk about what had happened.

“How did she change that fast? It took me, what, fifteen minutes to change, and she does it in like three! What just happened?” Rainbow Dash still hadn’t quite gotten over the shock of the experience.

“Well,” Twilight said hesitantly, “I have a theory… I think it just… I think my natural magical proficiency is increasing with each usage.”

“… in English, please?”

Twilight sighed, then stated plainly, “Every time I use that spell, I get better at magic. That’s why it went faster.”

“Oh. Well why didn’t you just say so?”

Twilight smiled and shook her head. She loved Dashy more than anything, but, oh Celestia, did she have a lot to learn…

2:30 PM

“So…” Fluttershy said as she reentered the room. “What now?”

Twilight took a deep breath, then spoke her mind.

“Well Fluttershy… I was hoping… that you would help me with another spell… a spell that… I haven’t exactly tested just yet…”

“Okay. When do we start?”

“Listen, it’s just that… wait. What? You want to do it? But… but… you don’t even know what it is!!”

“I’m fine, Twilight. I want to help you in any way I can. I trust you. And besides,” at this, Fluttershy blushed and gave a shy grin, “If it’s anything like that last spell, then I know I’ll be fine with it.”

“Ooookaaaay… Well… here goes something then…”

With a quick look over the spell’s page in her book, Twilight started the spell.

A warm feeling formed in Fluttershy’s loins. She moaned as they began to rapidly moisten, and the feeling grew. Her breathing became rapid and frantic as the sensation increased in potency. The feeling… it reminded her vaguely of being penetrated (no, she has not had sex before, and yes, she owns a dildo, not that she uses it often or would ever tell anypony about it, but yes, it’s there)… no… it felt even better than that!

Finally, with a scream of ecstasy and lust, she let out a burst of cum, relieving her of the feeling and making a mess of the floor.

Panting from the excursion, she reached down to sooth her burning loins… and found something solid between her legs. She looked down, suddenly aware of what the spell was for and what the feeling she felt was.

There, between her legs, was a dribbling, foot-long stallion cock, complete with a heaving set of balls.

3:00 PM

Fluttershy just sat and stared, face expressionless, at her new ‘equipment.’

Twilight bit her lower lip anxiously, worried about how her timid friend would take this change. Rainbow Dash took a step back, unsure of what Fluttershy’s reaction would entail. In her mind, no matter what this reaction was, it probably wouldn’t be good…

The pink-maned pegasus felt at her rod to ensure it was real, then groped around below it. Upon further inspection, she found that she still had her mare-parts below her newly formed stallion-hood.

Finally, blushing furiously, she looked up and smiled at her two friends.

“I… I… I… I love it!”

Twi and Dash’s jaws dropped to the floor at this sudden exclamation. This was anything but what they had expected. They had tried to prepare themselves for tears, for fainting, even for rage, but not this unexpected burst of joy!

Twilight shook herself out of her shock, and was about to say something, when something happened.

Fluttershy suddenly let out a low, sultry moan as her dick suddenly hardened into a long, thick boner. Her wings shot out, her blush increased, and her eyes shrank to pinpricks as she stared at her friends. Her friends who, she started to see, looked extremely sexy, and in need of a good fucking.

“Ummm… Fluttershy? Are… you okay?” Rainbow Dash asked nervously, already fearing the answer.

“Frhk me…” she mumbled…

“Er… Pardon?” Twilight replied.

“I need to… I need…”

“Yes, yes? You need what?!”

“I HAVE TO FUCK, NOW!!!!” Fluttershy screamed, causing both of the startled mares to jump back.

That’s what they had been afraid of.

It’s not that they didn’t want to help their friend…

It’s just…

They didn’t like cock… at all…

They were lesbian… for each other…

…

Awkwaaaard.

3:10 PM

Twilight and Rainbow didn’t know what to do. They knew that Fluttershy desperately needed somepony to fuck, but neither of them were willing to do it. They felt terrible, but they just couldn’t bring themselves to it. There had to be some other way. There just had to be…

Suddenly, Twilight heard something. Something familiar.

It was the sound of somepony bouncing happily up the path to the cottage, humming cheerfully to herself.

She looked around, and saw what she was looking for.

A small, toothless alligator, sitting among the rest of the animals Fluttershy was looking after.

And that meant…

This might just work out after all.

3:15 PM
Outside the Cottage

Bouncing up the hill towards the cottage was a young Earth pony mare. Her coat was pink, her mane was puffy and… pink, resembling giant wads of cotton candy, and her entire demeanor was that of happiness and joy.

As Pinkie Pie approached her friend Fluttershy’s house to pick up her pet alligator, Gummy, she noticed somepony waving to her from the door. A lavender… or is it violet… ooh, or maybe it was more of a… (My apologies, I was typing directly from her mind… let’s skip to the chase…)

A purple hoof waved at her. And only one pony she knew had that exact shade of purple hoof.

“Oh, hi Twilight!” Pinkie exclaimed, happy to know she would be seeing not just one, but two of her best friends in all of Equestria in one shot. “What are you doing he-”

Before Pinkie could finish asking her question, Twilight called out, “Pinkie, there’s no time to explain! Please come over here so that I can cast a fun spell on you.”

Needing no further explanation (she had her at ‘No time to explain!’ and again even more at ‘fun’), Pinkie responded with a cheerful “Okie Doki Loki!” and bounded over to the door.

3:25 PM
Back Inside

(WARNING: The following segment is following Pinkie entirely. It is very close to being from her point of view… I apologize in advance.)

Pinkie didn’t know what just happened, but she liked it all the same!

First Twilight and Rainbow (she’s here too?! Is there a party I don’t know about going on here? Ooh, I should have brought cake! And balloons, and (ENOUGH!!! Stay out of my notes!) Okie Doki Loki!) pulled her inside, and she just as she noticed something was different about them, [was it their hair? Oh, or maybe they (Pinkie Pie… Stop interrupting the story. I’m the narrator, you’re a character. Okay?) Aw, but why? I stayed out of your notes and made my own, see? (Please… just stop…) Okie Doki Loki!] Twilight zapped her with a spell, and it made her feel all tingly and good all over.

(For those of you who couldn’t read that due to a breach in the fourth-wall, I have replicated the previous paragraph below. If you had no trouble, then please, continue. There should be no further [Hey, whatcha doin’?] … disturbances.)

First Twilight and pulled her inside, and she just as she noticed something was different about them, Twilight zapped her with a spell, and it made her feel all tingly and good all over.

Then, her body started growing and changing and changing and growing, and it made her feel even better. It made her warm and wet and kinda horny down in her filly parts, but she didn’t mind. This was fun! Then she noticed that whatever was different with her friends was different with her, too! Neat!

Pinkie opened her mouth to talk and ask questions and talk, but Twilight held up a hoof and said in this super serious voice, “Pinkie, we’re not done here yet. Fluttershy needs some special help right now, and you are the only pony here who can give it to her. Do you think you can handle it?”

Pinkie couldn’t believe it! Twilight wanted her to do some super-duper special mission thingy, AND she got to help her friend Fluttershy?! Of course she could handle it, she’s Pinkie Pie! There’s nothing Pinkie can’t handle, except for maybe that one time where…

(Erm… how about we skip to the next scene.)
Aw, but I wanted to…
But…
[Okie Doki Loki!]

Due to the overdose of Pinkie Pie that last section received, you will notice that a physical description of Pinkie’s new form was not mentioned.

If you wish to know it, read it in the paragraph below. If you do not particularly care and would wish to just get on with the story (namely the sex scene that takes place next) then please feel free to skip to the next section.

When Pinkie’s metamorphosis reached completion, she found herself as an anthro pony only slightly taller than Fluttershy and Twilight. She had notable curves, but her hourglass figure wasn’t as impressive as Rarity’s (if you recall from the previous chapter…) Her bust and butt were both slightly smaller than the more impressive features of Rainbow Dash and Twilight. (In other words, her tits are almost as big as Rainbow’s and her ass is almost as big as Twilight’s.) Also, her waist, while nice all the same, wasn’t quite as slim as those of her friends (probably due to all the sweets…) Overall, though, she was quite something to look at!

3:40 PM

Pinkie moaned in ecstasy as she grinded her hips on Fluttershy’s new meaty length. While the pegasus did feel the need to fuck, when Twilight and Rainbow brought in Pinkie Pie, she found herself too shy to go through with it herself. Thankfully, Pinkie had been more than eager to ‘help,’ and had taken the direct approach. Namely, she jumped Fluttershy and started humping on that hot cock. The two lesbian anthro ponies had left the room at that point… wanted to give them some… alone time.

“Wow, Fluttershy, I never knew you could have such a big cock, I mean it’s all big and thick and hot, it fills my pussy right up! I still think it would feel even more super-duper if you would fuck too, but I understand that you’re too shy, so don’t worry, auntie Pinkie will take care of everything! Oh wow I’m getting close to cumming, aren’t you?”

“I… I… I’m…” Fluttershy moaned.

“Yes? You you you’re what? Close? Ooo, are you close to cumming? Because… because I… I’m gonna…”

“I’m older… than you!” Fluttershy gasped, upset at Pinkie for once again calling herself ‘Aunt Pinkie.’

“I’m gonna… gonna… CUM!!!”

With that, Pinkie’s drooling honeypot released its contents all over Fluttershy and her still erect dick. As the pink filly pulled herself up, panting from the exertion, peeling herself away from the sex-juice soaked fur, Fluttershy noticed that while Pinkie had gone… she herself had not.

Pinkie sat down, rubbing her vag slowly, trying to calm herself down.

Fluttershy stared down at her throbbing erection. She needed it. She needed to cum. And it never happened.

She slowly let her gaze drift to her friend. So hot, and still so horny, even after all that. And in that moment, she knew what she had to do to fulfill her need.

Pinkie, so enthralled in her own fun, did not notice Fluttershy slowly stalk over to her, did not notice Fluttershy slip behind her. Suddenly, something fired off in Pinkie. A slight twitch.

My Pinkie Sense? I don’t recognize this one! What could it-

Before she could finish her thought, she was roughly shoved to the ground, her tits squishing against the floor, her round rump raised up invitingly.

Fluttershy smiled, a small, yet familiar part of her pleased. Nice ass… New Fluttershy like. New Fluttershy like a lot!

And with that, she took Pinkie’s ass-cheeks in her hooves, and took the plunge.

4:00 PM

“AAAHH!!! F-Flut-t-ter-rshy-y!?!” Pinkie screamed as Fluttershy slammed her hips forward again, driving her rod into the depths of Pinkie’s anus.

“Yes… Pinkie?” Fluttershy asked in an attempt at a sultry tone, accentuating each word with another thrust. “Is… something… wrong?”

“Wrong!? Hell no! I just wanted to say…” Pinkie stopped to let out a shriek of lust-filled pleasure. “DO ME!!! Harder, Fluttershy HARDER!!! Buttfuck my brains out!!!”

Fluttershy couldn’t help but roll her eyes at Pinkie and her overdramatic behavior, even in a situation like this. And yet… she found something arousing in those exaggerated pleas. So… she started fucking harder and faster.

Pinkie moaned and screamed, rubbing her tits against the floor, drooling both spit and sex-juice, as Fluttershy banged her Diamond-Dog-style. And she loved every minute of it.

Neither of them had ever felt anything like it. Sure, Pinkie had banged her fair share of stallions, and even had a hoof in turning a few brave colts into quivering stallions. Sure, Fluttershy had released some stress every now and then on her dildo, and had helped a few of her animal friends get over their own stress with an amateur hoof-job. But with them both together like this… something… clicked.

Fluttershy gritted her teeth, sweating profusely, as she pumped her hips as fast and hard as she could. It hurt a bit… but it was a good pain, and she could tell that Pinkie was going through the same thing. Suddenly, something started to snap in Fluttershy.

“Oh… oh Celestia… I… I’m gonna… I’M GONNA…” Fluttershy let out one last, deep-throated moan of pure ecstasy as her wings sprang up in the first wing-boner she had ever had. She then quickly, knowing what was coming, pulled her equine meat out of the hole and released a massive load of cum, coating Pinkie and a good bit of the floor around her.

Both friends sat panting, looking back on how amazing that experience had just been. Neither could believe it. But there it was. Fluttershy just had butt-sex with Pinkie Pie. And both of them loved it.

They looked at each other. They each saw something… different about the other all of a sudden.

Before they could explore this feeling more, Twilight and Rainbow returned. Twilight’s hair was in a state of disarray, and Rainbow’s wings refused lie flat on her back.

“Hey guys… What’d we-”

Twilight stopped herself. Both stared at the sight before them.

List of things that are off about this picture… Twilight began thinking in shock.
1. Fluttershy just fucked Pinkie. Not that shocking.
2. Fluttershy was obviously the one in charge here. Considering her… assertiveness episode that Pinkie and Rarity told me about… Mildly shocking.
3. Pinkie is covered in cum. Fairly shocking. Didn’t realize Fluttershy had it in her… literally.
4. Pinkie isn’t talking. … Incomprehensible.
5. Both are staring at each other without saying a word and are ignoring us completely…
Oh, sweet Celestia! They’re in love!

Rainbow finally broke the silence by saying, “Um… are you two okay?”

Fluttershy just stared back, blushing furiously. Obviously whatever had come over her was now gone, leaving her timid and embarrassed once more.

Pinkie gave a weak grin, and said, “Mm hm! We’re super-duper! Now if you don’t mind… I think I’m gonna lie down…”

And with that, she promptly passed out from her exertions.

4:45 PM

Twilight couldn’t believe it. When she decided to test out this hermaphrodite spell, she had no idea it would have this potent an effect! And, to top it off, she had managed to get two of her best friends to fall in love!

Of course, are you really surprised, Twilight? You did the same for Spike and Rarity, didn’t you. Of course with them, the feelings were already there. Well then… it is a bit like how it was with you and Rainbow…

Fluttershy interrupted Twilight’s thoughts by clearing her throat and stepping forward shyly.

“Um… Twilight? I wanted to, um, ask you is maybe, just maybe, you could… mkmbbsbgr…”

“Er… what?”

“Could you please… mkmy… bbsbger…”

“Look, Fluttershy, if you would like me to change you back, then I’d be-”

“I WANT BIGGER BOOBS!” Fluttershy blurted out, then covered her mouth, blushing even more than before.

Twilight took a nice, long moment to process this, then responded with a dumbfounded, “Why?”

Fluttershy calmed herself down slightly, then tried to calmly explain, “I… want to surprise Pinkie… when she wakes up… so… I… want… my, um, t-t-tits… to be bigger… maybe as big as hers? If, you know, that’s okay with you…”

Twilight stared in surprise at the pegasus anthro before her. Wow… she really does love Pinkie if she’s willing to do this just for her!

Twilight, not wanting to disappoint, turned to her book to find the proper spell. She smiled as her eyes fell upon it. Simple, compared to the other spells this book has had me do…

Without a moment’s hesitation, she cast the spell. A warm glow enveloped Fluttershy’s chest for just a brief moment, then went out unspectacularly.

Twilight fumed. Well it seemed simple… maybe I just need to…

Fluttershy suddenly moaned and dropped to her knees, kneading at her chest as it suddenly began to swell. Bigger and bigger it grew… Big… squishy… bouncy… within a minute, her chest had expanded into a lovely pair of tits that were, to be frank, just slightly bigger than Rainbow’s.

Oooh… maybe I cast that spell for just a moment too long…

Twilight was about to try using a reduction spell when Fluttershy looked down and let out a squee of joy. “Oh, they’re perfect! Oh thank you Twilight, I just know Pinkie will love them!”

Twilight raised an eyebrow and put aside the thought of shrinking the large orbs she had blessed Fluttershy with. Wow… just… wow…

Twilight stepped back to join the lounging Rainbow Dash as Fluttershy strutted over to the serenely napping pink Earth pony. Both mares watched as Fluttershy lifted her up into a sitting position, sat down and wrapped her legs around behind her, pulled her close so that their boobs squished together sexily, and passionately kissed her upon her sleeping lips.

Immediately, Pinkie’s eyes shot open, and she began kissing back with equal fervor. As they pulled apart, a thin trail of saliva extended between their lips, Pinkie looked down and exclaimed gleefully, “Ooooh, Fluttershy! Your boobies are so big and squishy and bouncy and awesome now!” With that, Pinkie pulled Fluttershy in tighter so that the boobs pressed even tighter together. “So, whadaya wanna do now? Huhuhuhuh?”

Fluttershy giggled cutely, then look at Pinkie lovingly, and said in a kind, quiet voice, “Whatever you want to do, of course.”

Pinkie’s smile widened even bigger at this, and then she dropped into what was evidently deep thought.

For about ten seconds.

“Well, I am kind of hungry, but not like starving hungry or hungry hungry but kind of like I’m craving something really really badly and I can’t wait to try it. Guess what I’m hungry for, oh you’ll never guess, never ever, unless of course you do, which is fine too.”

Fluttershy smiled knowingly, then pulled back and showed her quickly stiffening penis to Pinkie.

“Aww… you guessed it! Wow, you must be psychic or something, which is awesome! But whatever, yep, I’m hungry for cock, and not the chicken kind because that would be weird, eating chicken, but anyway I think I’m gonna have a nice snack now!”

And with that, Pinkie knelt down to give her new filly(ish)friend a blow job.

“Hey, Twi? How about we… give these two some alone time? We should probably be heading on home.” Rainbow Dash looked out the window at the sun, still pretty high but getting lower all the time.

Twilight nodded and started for the door, with Rainbow following close behind.

5:00 PM
Road Outside Fluttershy's Cottage

“Hey, y’know Twi, I’m feeling a little… hungry myself. How about we… eat out tonight?” Rainbow joked.

Twilight smiled at her lover. “Sure thing. You know I’m always in the mood for a good…”

Before Twilight could finish, something happened that made her freeze, eyes wide with shock.

A large lasso had roped around Dash’s wings, yanking her to the ground. Hard.

Twilight knew only one pony who could lasso like that. She looked up from the dazed Rainbow Dash to the angry orange-coated mare trotting over to them.

“Now where do ya’ll two reckon yer goin’? I’ve got a bone to pick with you, and ya’ll ain’t leavin’ ‘til I’m done with ya!”

One single thought crashed through Twilight’s stunned mind right then…
Oh, goddesses… why in Equestria… what is wrong with Applejack!?

Author's Note

Thanks for reading, everyone. Longest chapter to date. Let me know what you thought, and I promise, more is on the way!

Oh, and if it feels like I didn’t stay true to any characters or anything… well… sorry. I’ll try better in the future. I just did what felt right.

And also… no spoilers this time, beside that bit at the end telling you who the next victim… er… test subject is. Of course you probably could have figured that out for yourselves (she’s the last of the Mane Six, for Pinkie’s sake!), but yeah, whatever.

Anyway, thanks!