Chapter Four

Okay, so, no, I do not own any of these characters, they are owned by Hasbro.

This chapter includes quite a few anthro transformations, some female masturbation, a lot of teasing, at least one instance of gender transformation (male to female), a lot of lesbian action, and a bit of straight sex.

What it does NOT include is incest. Don't get me wrong, I like incest clop, but I felt that was a tad bit over done for the characters in question. So no, this is NOT Applecest.

Thank you, and read on!

5:10 PM

The tension in the air was thick. Two sentient beings, similar in many ways, yet completely different, stared each other down, as a third lay dazed between them.

On one side was a orange-coated Earth pony mare. Her blonde mane was kept tied in a pony-tail style, with most of it covered by the stetson hat she wore almost everywhere she went. She was solidly built from years of hard work, yet was still an extremely attractive specimen of her kind. Although... at the moment, that's probably not what one would think at first glance. More likely they would note the look of pure rage, such as that from a great betrayal, that lay like a mask over her normally kind face.

On the other was a creature that bore many similarities to a female unicorn pony. She had hooves. She had pointed ears and a muzzle. She had a swishing tail and horn. But that is about where the similarities end. For this mare stood tall on her hind legs, her body structure readjusted to balance for this. Even if she were just a pony on her back legs, she was much too tall for that. Her fore limbs resembled what diamond dogs, minotaurs, and other bipedal creatures typically referred to as 'arms.' And her body figure was, to put it bluntly, rather curvy for that of a pony. She had a decent-sized pair of breasts on her chest, which would be unusual for ponies, who's mammaries were usually close to the crotch. And her flank... was... quite large. Let's leave it at that for now.

This bipedal mare was covered in a lavender-colored coat, which complimented her purple-streaked mane. While there was an exotic sort of beauty to be found in that strange, alien shape of hers, once again that is most likely not the first thing a passerby would notice. What they would notice is that the expression on her face and the manner that she held that body of hers showed that she herself was infuriated at something.

The one between them was much like the bipedal one, only she lacked the horn, instead sporting a massive pair of wings (currently tied in a lasso). Her coat was cyan, her mane radiating the full spectrum of the rainbow. She was only slightly taller than her companion, and had a figure that was more centered on the chest than the rear.

Currently, she was laying on the cold dirt road, dazed and wondering where the hell she was as she let out a low moan of pain.

The two standing ones maintained their silent staring.

Finally, the purple one broke the silence.

"Applejack..." she began, attempting to keep control, to not freak out. "What... in Celestia's name... DO YOU FUCKING THINK YOU'RE DOING!?!?"

...

To be honest, she wasn't really trying that hard...

The Earth pony, Applejack, raised an eyebrow at the outburst, then gave a sarcastic grin. "Well now, Twilight, Ah didn't reckon Ah'd ever hear you use that kinda language. Now then, if ya'll will kindly keep quiet, Ah'll tell ya'll what's got me riled up!" With that, she fixed Twilight with such a glare that the anthropomorphic unicorn jumped back a bit, suddenly afraid.

Satisfied that her audience was listening, Applejack began to speak.

"Well... I guess ya'll didn't know this, but Ah was supposed to be helpin' Rarity earlier today. Ah stopped by her place an' found her with Spike. Seems she forgot Ah was comin' over... on account of the way Ah found the two of 'em."

Twilight winced, suddenly knowing what she was talking about...

She had put her friends Rarity and Spike into situations similar to her and Rainbow Dash's. Now the mare and dragon were officially together, and... well, they REALLY liked being together...

"Well, they explained t'me what ya'll did to them, and told 'bout how ya'll were headin' to Fluttershy's to do the same t'her!"

Twilight did NOT like where this was going.

"Ah got there just in time t'see your hoof work on her and Pinkie Pie... and Ah must say Twilight... Ah'm disappointed in ya'll, both of ya!"

Twilight hung her head in sudden shame. But then it dawned on her. What reason did she have to be ashamed? Her friends had all agreed to let her change them (well, mostly...) and they had all loved the results! Who the hell did she think she was trying to guilt trip her?!

One of her best friends... Twilight felt betrayed... felt angry... felt like she...

"Why in the hell didn't ya'll even CONSIDER askin' me t'join in?!?"

...

The only thing that could process its way through the unicorns brain at this was... What...

5:30 PM

Twilight rubbed her forehead with a hoof, frustrated, confused, and frankly a little tired.

"So... let me get this straight... you basically stalk us, assault Rainbow Dash, WHO BY THE WAY IS STILL TIED UP ON THE GROUND," she let out a sharp glare at Applejack on this point, "All because you're upset that we hadn't gotten around to casting the spell on you, WHICH BY THE WAY WE WERE PLANNING ON DOING TOMORROW!!!"

Applejack blushed a little, then thought about it. "Okay... maaaybeee, just maybe, Ah overreacted a little. But still..."

"But... nothing... you... I swear, I can't believe you! Ugh... Applejack, I would have been MORE than happy to let you feel what we've been experiencing. It's not like we were HIDING it from you!"

"Well... alright fine, Ah'm sorry. I should a trusted ya'll more... but..."

"Uh, guys..." Rainbow mumbled from the ground, "This is nice and all, but could somepony help me up... and untie my wings... this isn't exactly comfortable, you know."

"Oh... right... sorry RD, Ah'll get ya'll taken care of, seein' as how it's may doin' and all..."

Twilight sighed... she couldn't stay mad at Applejack... Sure, she had been a little... rash in her decision making, but... well, everypony gets like that now and then... Still, it wouldn't be easy to completely forgive her yet...

Rainbow Dash, back upright now, brushed the dirt off her coat and moved to Twilight's side, glaring a little at Applejack as she went. Applejack just gave an embarrassed chuckle and looked away.

"You okay, Dash?" Twilight asked her fillyfriend as she came up next to her.

"Yeah... A little stiff and stuff, but... you know me, I've been through worse." She gave Twi a smile, then leaned in and kissed her lips to ease her worries. Twilight closed her eyes and began kissing back. Soon hooves were rubbing on each others cutie marks, and...

"Um, excuse me, but Ah'm still here, y'know?"

They ignored her. Rainbow Dash had gotten thrown to the ground, Twilight had been accused of being a lousy friend, and they were both missing out on sexy time back at the library to help AJ. They felt they deserved a moment together... so let's give them that, shall we?

6:00 PM

After they had done passionately making out (What? You thought they were going to do more than that? Silly foal, they are still in public!), Twilight turned her attention to the somewhat patiently waiting Applejack.

"Now, if ya'll two are done, Ah kinda want t'get this outta the way before the rest of the family starts wonderin' where Ah got of to!"

"Fine, fine, just hold on, I have to concentrate for this. Now, hold still! You're about to feel reeeaaally good!"

"... why don't Ah like the sound of that?"

Twilight's horn flared, and immediately a shimmering cocoon of light surrounded Applejack. The blond Earth pony let out a gasp of pleasure, one that showed that what she felt right now was like nothing she'd ever experienced, and then, as soon as it hit, it was gone.

...

"What are ya'll two gawkin' at? Is somethin' wrong?! What did ya'll do?!?"

Twilight and Rainbow dropped their jaws at the sight before them. Applejack had emerged from the spell... already changed. For them, it had taken a moment to start, and even when it did, it happened in pieces. They had noticed that Fluttershy and Pinkie Pie had completely transformed all of their body at once. But this... to emerge in the new form...

And what a form it was.

She stood at about Rainbow's height, and in a few other ways was similar to the cyan anthro. Both were well-toned from constant exercise, Applejack slightly more so than Rainbow. And Applejack's bottom seemed to be just slightly bigger than Rainbow Dash's. But in the case of AJ's chest... her breasts were probably on par with Rarity's, being large, bouncy, and perfectly round. And her thighs... while her ass wasn't as nice as Twilight's, her hips and legs were quite sexy due to all that bucking.

Applejack followed their gazing stares down to look over herself. All in all... she was pretty pleased with what she saw! She lifted a hoof to feel at her new breasts... and gasped in lustful astonishment at how amazing it felt. In an instant, she was grinding the hoof against her tit while her other hoof made its way to her already moistening loins.

"Oh, Celestia damn it! This is amazin'! Mmm, Ah need to find me a nice... big... STALLION!" she practically screamed and she worked herself harder.

Her two friends shook themselves out of it at this, then grinned slyly at each other as a thought occurred to both. They sexily slunk up on the unaware Earth pony mare, and as they got close, they began to speak in purring, alluring tones.

"You know AJ, since there's no stallions around..." Rainbow began.
"Maybe we can show you what a MARE can do!" Twilight finished.

Applejack's eyes shot open to gaze upon the two. It suddenly hit her just how hot her two friends had become. And that drove her wild! She gladly moved her hooves out of the way as the two positioned themselves. Rainbow got down low, her muzzle inches away from her friend's dripping snatch, as Twilight got onto her lap to start fondling AJ's boobs, leaning in to kiss as she did so. As Twi and AJ made out, Rainbow began the work of licking at the lips of Applejack's nether regions.

Applejack had never felt such pleasure before. It was just what she needed too! Day in, day out, working on the farm. She loved the work, but sometimes it just brought up so much stress that she needed SOMETHING to help work it down. And this... this was just the something she needed. So, as her and Twilight's breasts mashed together from their passionate make-out and as Rainbow Dash licked and teased at her hot pussy, it made her feel... made her feel like... feel like she...

She let out a scream of joy as she let loose, sending a gush of mare-honey into Rainbow's face. Rainbow pulled back, licking at the sticky cum happily. Twilight winked, then pulled herself off of AJ to join her fillyfriend. The two made out now, Twilight occasionally stopping to help lick some of the Earth pony's cum off. Applejack couldn't help but get turned back on by their love... and she was about to join them, when he ears picked up something that up until now she had been dreading.

"Sis? Ya'll out here?"

But instead of being ashamed to have somepony find her like this like she thought she would, she smirked as a little idea for some more fun popped into her head. She quickly got Twilight's attention, beckoned her over, then shared her perverted little plan.

6:30 PM

Big Macintosh groaned quietly to himself. He had had a long day working the farm. His legs were sore from all that work, more sore than usual. And now, to top it off, Applejack goes missing, and Granny Smith refused to let the Apples eat until EVERYPONY was there. So now he had to go wandering around looking for her...

Well buck...

He called out for what felt like the hundredth time. "Sis? Ya'll out there?"

...

He sighed, having expected the lack of res-

"Mac? Is that ya'll? C'mon over here, Ah need yer help with sumthin'!"

Big Mac perked up at the sound of his sister's voice. Finally, he could get her and go eat! He was so excited and relieved...

That he didn't notice the strange, almost sultry tone to her voice.

He ran towards the area where her call had come from... only to be faced with three strange, two-legged creatures...
One of whom had an orange coat and a very iconic stetson hat.

"SIS!?" Big Mac's jaw dropped at the sight of his sister. While she looked bizarre like this... there was something... alluring about her. He quickly shook himself. Nope! No way, Macintosh, ya'll are NOT hittin' on yer sister! Ya'll remember what happened with Candy Apple and Fuji Apple!

Taking a second look, he found that the two other entities resembled AJ's friends, Twilight and Rainbow Dash. Just what in Celestia's name is goin'... wait... why're they smiln' at me like that? And why's Miss Twilight's horn glo-

6:45 PM

Applejack gave a satisfied grin as the spell died down, leaving behind a big-muscled, big-cocked, hunk of a stallion anthro Big Macintosh. She felt herself blush at the sight, but pushed back any such thoughts. No way, AJ! Ya'll remember what happened when yer cousins went at each other like that! Ah still cain't believe what happened with li'l Apple Bun... inbreedin' an' all...

Big Mac sat dazed, highly unsure of what just happened. He felt... warm... tingly... strong... -er than usual. He rubbed his head as he tried to work out what was going on.

And that was when AJ signaled for Twilight to cast the second part of her little prank.

Twilight was a little worried, to be honest. She had never tried this spell. Sure, what she did to Fluttershy was similar, but far from the same! But Applejack had insisted... and she was in the mood for something new to experiment with... AND her idea was rather... kinky.

A pink glow surrounded the confused Mac, whose eyes widened as a feeling even better than the one before hit him. It was a sort of soothing cool, relaxing every muscle of his body, while simultaneously making him very, very horny. He reached down to start stroking himself (never mind that he was doing it in front his sister and two mares, or that he suddenly had arms; he didn't have time to think about that shit!) in a desperate attempt to control the sudden spike of lust. He clopped and clopped, harder and harder... paying no attention to the fact that his stallionhood was rapidly... shrinking. He payed no attention as his hoof switched from rubbing against a cock to plunging into something moist and inviting. He noticed not that his rugged muscles were lessening, only to be replaced by a... softer form.

As the dam of his pleasures burst, sending a wave of sweet relief washing over his hoof, his transformation reached its completion.

Sitting before the three mares was a fourth... an almost identical twin sister to Applejack, it would seem. Macintosh... or... rather, Macareina, was of just about equal height, equal strength, and equal curve size to her sister. The only noticeable difference was that of their respective coat and mane colors.

Big Macareina looked down at herself, eyes wide once more at her new body. Big breasts, sexy legs... he... or rather she... was a dream mare (well, anthro dream mare)! She turned her shocked gaze upon her smug looking sister.

"So, Macareina," AJ drawled playfully, "What d'ya'll think? Like what ya see?"

Big Mac sat there, speechless for a moment...

Then... she smiled, and said one word, in a surprisingly cute, almost sexy female voice.

"Eeyup!"

7:00 PM

Twilight and Rainbow couldn't help but drool a little, staring at AJ and Mac. AJ was hot as it was, but now... twins! Two of them! The hotness has been DOUBLED!!! thought one of them hornily (does it really matter which?)

Applejack looked over her 'twin' sister with a smile. She liked what she saw. Didn't mean she was going to do anything... look but don't touch and all that. Granny Smith had pounded the fact that incest was wrong since they both were young foals, and it was a lesson that both had taken to heart... especially after Candy and Fuji were effectively disowned from the family for getting in bed together one time...

Big Macareina decided to... explore her new body. She just couldn't stop herself from feeling and groping her soft, supple curves... especially those heaving tits! She let out a low moan as her hoof brushed her hardening nipple, and pretty soon her other hoof had moved somewhere... lower.

The other mares noticed Mac's sudden lust, and each one found themselves immensely turned on. Twilight looked to Rainbow. Rainbow looked to Twilight. AJ looked from one to the other, confused over what they were up to.

"I've got AJ if you want Mac," Twilight offered to her special somepony.
"Oh no, you take the Big one. I'd be happy to take AJ for another spin!" Rainbow Dash cheerfully countered.
"Well, if you insist!" Twilight said with a smile.

"Don't Ah get a say in this?" both Applejack and Big Macareina asked impatiently, just wanting SOMEPONY (other than each other) to touch them.

"Nope!" the two fillyfoolers answered as each lustily strutted to their respective targets.

Twilight sat wrapped her legs around the seated Big Macareina, gave her a playful grin, then proceeded to lend her a hoof by massaging those big, heavy titties. Mac's moans of pleasure let Twilight know she was hitting the right spots, so she decided to add to the fun, and surprised Mac with a passionate kiss. Macareina didn't respond at first, so deep was her shock, but then she paid Twilight back in kind, eagerly swapping saliva with her sister's friend.

Meanwhile, Dash had Applejack pinned to the ground, and had begun groping and fondling the Earth pony's boobs a little more roughly than Twilight's methods on Mac. AJ panted and groaned under her pegasus friend's touch. Mmm... speakin' ah which... Applejack reached around to stroke Rainbow's excited wings... however, she was not exactly expecting the response she got.

A smack on the arm.

"Hey! No touching the wings! That's Twi-only territory!"
"Alright, alright, don't get yer tail in a twist, now, y'hear?"

Satisfied that AJ had learned her lesson, Rainbow Dash slid back to... reward her for her understanding. With a hungry look in her eye, she leaned her muzzle up to the orange mare's snatch to tease her a bit, a lick here, a warm breath there, before the real fun began.

Twilight broke her kiss with Big Mac and pulled out of their embrace, and smiled at how cute the confused stallion-turned-mare looked.

"Don't worry big girl. I'm not through with you yet. I just want to show you something that I think you're reeeaaally going to like. Okay?"

Big Macareina calmed down and, with a big, almost dopey grin, responded, "Eeyup!"

Twilight giggled, then pulled back to spread Mac's legs apart. Macareina blushed as Twilight began rubbing her hoof against her uncared for marehood.

"Want me to stop?"
"N-nope!"
"You want more?"
"EEEEYUP!!!" she practically screamed as the pleasure she felt while changing hit her again.

Twilight smiled and began rubbing harder, even attempting to insert her forehoof into the now dripping sex of her friend's sister.

Rainbow Dash had finally decided to stop teasing, and had started to explore the depths of Applejack's pussy with a passion... and her tongue. AJ let out a few moaning screams as she was penetrated by one of her best friends' tongues.
"Celestia damn it Dash, DO... NOT... STOP!!!"

Twilight let out a grin at Applejack's outburst. Look's like somepony just found out just how good Rainbow can be with that sexy little tongue of hers! She quickly turned her attention back to pleasuring her own partner. In that moment, she let out a gasp as Big Macareina gave her plumb ass a squeeze.
"Oooh... that's the spot! Mmm, you learn quickly, don't you? Yesss, rub it, touch my big-ass butt! You know I want it, just like I know you want to cum so badly, don't you?"

Big Mac was to lost to the lust to even mutter 'Eeyup!', so instead just gave a quick nod as she panted and shrieked under Twilight's touch, making sure to work her ass to prompt her to rub more, to help make Macareina cum!

Applejack felt like she was going to blow... she couldn't...

... hold it much longer! Big Macareina just knew she was about...

"I'm... I'm gon-" Applejack panted to Dash...

"Twi-... I'm a-... I need t'..." Big Macareina managed to moan...

"CUM!!!" they both yelled as both let loose a wave of love-juice onto their sex partners.

All four sat back... enthralled in what they'd just done... (well the enthralled part was more AJ and Big Mac's thing... Twi and Dash thought it was tame compared to what they did together in bed)

"So..." Rainbow began.
"... you like it?" Twilight finished.

Applejack and her almost-twin sister looked at each other, smiled, then back to their friends.

"Eeeeeyup!!" the both stated happily.

"So, Big Mac..." Twilight said, a little hesitantly, "If you, um, wanted to change back, I could..."

"Nope."

"I mean... wait, did you say no? As in... no, no... As in you don't want to be a stallion again?"

"Eeyup."

Twilight and Rainbow stared, until Applejack cleared her throat.

"Not t'be disrespectin' ya'll none, but me and Mac gotta get home fer supper. But... Ah want ya t'come meet us in the middle a'town tomorrow morning, and Ah think Mac knows where Ah'm goin' with this and agrees, don'tcha Mac?"

"Eeyup!"

Twilight shook herself, then smiled. "Alright. We'll, uh, see you then I guess. C'mon Rainbow, let's go. These two... I think they're going to have a bit of explaining to do..."

Rainbow Dash shivered when she realized how Apple Bloom and Granny Smith might react to what they were about to see...

Friday, May 27
8:00 AM

Ponies of all ages, genders, and races stopped and stared as two beautiful, exotic anthropomorphic ponies made their way through town. Twilight Sparkle and Rainbow Dash smiled and waved to the stunned ponies they passed, occasionally greeting somepony they knew well, only to receive a frozen, longing stare or a shocked, questioning stutter. The two anthro mares just blushed at the attention and continues on to meet up with their friends.

"I wonder what AJ wanted us to come out here for. I mean, not that I don't already know how awesome my bod is, but..."
"Well, Dashy, I'm sure we'll find out soon enough. Look, there they are now!"

Sure enough, standing there at town hall, waiting, were the Apple 'twins'. Applejack was the first to spot them, and waved them over, a big grin on her face.

As they got closer, Twilight noticed that there were two more here to see them. Sitting next to Applejack was a strong, gray pegasus stallion, while a blue Earth pony stallion was lounging next to Big Macareina.

"So AJ, what was it you wanted us for?" Twilight asked playfully, already knowing the answer.

"Well Twi, this here," at this she gestured to the pegasus, who smiled and nodded to a surprised Rainbow Dash, "Is Thunderlane. And over there next to Mac is... er... sorry,, whut's yer name again?"

"Noteworthy," Big Macareina answered, a certain... purr to her voice.

"Right. Well anyway, we found these fellers and told 'em 'bout how ya'll had changed us, and, well, we asked if they wanted to have a good time, and they said they did. So..."

Twilight had already started to light her horn. "So you want me to turn them into anthros so you can fuck with your new coltfriends?"

"Naw, I want ya'll to... oh... actually yeah, that is it." Applejack blushed and looked down, a little embarrassed. When she looked up again, she noticed that Twilight's horn was cooling off. Her eyes wide, she turned to the pony next to her...

And saw one hunk of an anthro stallion. "Not bad, eh AJ?" he asked jokingly, looking over his well-muscled body. But the mare's eyes were fixated on something else... something just as, if not more, impressive... something... lower.

Meanwhile, Big Macareina watched as Noteworthy went through his own change. After an instant, there stood anthro Noteworthy, not as muscled as Thunderlane, but still rather impressive in a different area, the only area Mac cared about right now.

Almost immediately, the two mares fell upon their stallions, locking lips passionately with their new lovers. And while at first the stallion's were surprised, they soon fell into it too, enjoying every second of it.

Twilight and Rainbow smiled, happy to have helped their friends (well, at least Twilight helped. Rainbow just liked being around Twi for these things, just in case). As they turned to leave, however, they received a little shock.

Other ponies had seen, and now wanted to change too. A LOT of other ponies...

Twilight just grinned, then said very calmly, "Rainbow, get the book and start showing some of the other unicorn's the basic spells. As for everypony else, form a line please. I am about to change your life!"

5:00 PM

It had been a long day. Twilight and Rainbow Dash lay on the couch, still not able to believe what they'd done today.

Almost all of Ponyville had come to be made into anthros, along with the occasional additional demands (a sex-change here, some bigger parts there... that sort of thing...). Twilight would have been swamped if Rainbow hadn't shown some of the other unicorns in town what spell to cast (of course, the first to volunteer was Lyra... nopony was surprised...), so it wasn't all bad. But still... about 85% of the town's population was now tall, bipedal, and sex-crazed as hell.

Twilight sighed with a smile. Tiring as it had been, she didn't regret a minute of it. Looking over at Rainbow Dash just reminded her of all the wonderful things that could come of these spells. Speaking of Dash...

Twilight flipped herself onto her loved one, who was pleasantly surprised that Twi was in the mood. No words were said. Immediately, they embraced, rubbing breasts and legs together, kissing deeply, fore hooves rubbing backs and rears... this was the moment they'd been waiting for all day... all they could think about as they had gone about getting ponies set up with their new lives as anthros... this moment, being in each others loving arms. Discord could've broken free, Chrysalis could have returned, Equestria could have burned down around them... and they wouldn't have noticed... all that mattered was that they were together, and they were about to-

A regal, feminine voice cleared her throat from somewhere behind Twilight.

She stopped kissing, stopped rubbing, stopped everything... because of that sound. That sound that she had always been afraid to hear...

Rainbow looked at Twi, looked at her panic-stricken face, and was about to ask what was wrong... when she noticed the pony behind Twilight. And the sight of that pony made Rainbow's blood freeze.

Twilight, fighting back the urge to cry, turned to face the pony she knew would be there.

"Twilight."

"P-Princ-cess... I-"

"I must say... I'm extremely disappointed in you..."

Twilight's heart stopped for a moment...

Not just because of what Celestia said...

But because of the disgusted tone she used when she said it, and because of the expression on her royal face...

The expression... of pure hatred.

Author's Note

Okay, so, hope you like this. Notice how each chapter winds up longer than the last? I hope I can keep that up.

What's going to happen next?

Take a guess.

Only one more chapter, plus the epilogue, left before this is done.

Thank you for reading, and... good bye for now!