The Wonders of Anthropomorphism

by Tomsketchit

Rating: mature
Tags: Big Macintosh, Princess Celestia, Sex, Anthro, Main 6, My Little Pony: Friendship is Magic, Romance, Princess Luna, Spike
Length: 16041

Twilight and friends get a new and fascinating perspective on things after Twilight attempts to uncover the meaning of a strange new word. Behold as both bodies and relationships grow and change with a simple spell book.

One day, while looking through a new spellbook, Twilight discovers a strange, foreign, yet oddly familiar word.

Anthropomorphism.

So, after some goading by Rainbow Dash, Twilight reluctantly decides to test the spell out to see if they can't decipher the word's meaning.

The result of this spell will ultimately change the ponies, their relationships with one another, and possibly all of Equestria as we know it.

Contains lots of sexual themes, anthropomorphic ponies, several kinds of transformation, futa, and expansion (and maybe some other things... I may have missed something).

Enjoy!

Update 7/11/13: Wow... I cannot believe the amount of attention this is getting! I mean, really. It's STILL on the front page's popular stories list. How, I don't know, but I'm attributing it to you guys for lack of a better answer! Sooo... thanks!

Update 7/12/13: Okay, we're out of the limelight now. I'm surprised it took this long for people to stop caring.
Also, if anyone can find a good busty anthro pic that passes the SFW requirement, please let me know. I've tried to find one, but the only good one I found was shot down by the mods.

Published 2013-07-10 06:40:01 UTC
Last updated 2013-09-06 03:18:04 UTC

Twilight and Rainbow: A Strange Word

WARNING!!! This fanfiction contains the following possibly offensive content. Ponies. Anthropomorphism. Transformation. Breast/Butt Expansion. Lesbian sex. Profanity. Overused plot devices. Possibility of bad writing due to inexperience. If any of these things offend or disturb you in any way, then what the hell are you still doing here? You should already know that this is not the story for you. So, please leave if you did not like any of those things. It’ll save us all a LOT of unnecessary frustration and trouble. If you insist on sticking around, then please, sit back and try to enjoy the show!

My Little Pony: Friendship is Magic and all related characters belong to Hasbro. I do not claim to own these things in any way, shape, or form.

Tuesday, May 24
2:00 PM
Twilight Sparkle’s Library

“Oh… This doesn’t help me either… why does this have to be so… ugh!” Twilight grumbled in an annoyed, tired tone. “Spike! Have you found any useful dictionaries? I’m getting absolutely nothing out of these tomes!” She flopped back with a loud sigh. She had been pouring over books for the past few hours searching, desperately searching for…

“Nope,” Spike said reluctantly, walking in empty handed with a shake of his scaled head. “None of the books we have seem to have anything useful in them. Really Twi, I think you just need to let this go. We obviously have nothing on it. Your stressing yourself out waaaay too much!”

“But that… that… it’s just so familiar, but… but I just can’t… UUUGGHH!!!”
Twilight flung her forelimbs into the air in frustration, then got up, sighed for what seemed like the hundredth time, and began picking up the scattered books.
“Your right… it’s still nagging me, but I need to relax, focus, come back to this later with a clearer head. I need to spend some time with a friend or something… I just-”

Suddenly, a knock came at the front door.

Twilight asked Spike to finish clearing up the books while she went to answer the door.

Standing outside was Rainbow Dash. “What’s up Twi?” she asked, slightly playful, slightly concerned, noting Twilight’s rough appearance.

“Oh… nothing much… We’ve just been… well… we were trying to look up the meaning of a word…” Twilight responded, her kind tone edged by weariness.

Dash just stared at Twilight for a moment. Then, she slowly spoke.
“So… You’re telling me that you look like you’ve been in a fight with a small windstorm because you couldn’t find out what some word meant?”

“In effect, yes.” Twilight closed her eyes. She knew what would come next.

Rainbow just stared at Twi a moment more to ensure that she wasn’t joking, then fell over backward, busting out into a fit of laughter.

“Just let it pass, Twilight,” the unicorn muttered to herself. “Just… let… it… pass…”

2:10 PM

When Dash’s laughter finally subsided, Twilight began to explain her sudden obsession over this word’s definition.

“I was glancing through some spell books that I hadn’t read before, and came across an interesting sounding spell inside some book of alteration magic, meaning magic meant to cause change in a pony or other creature’s physical attributes. It was described only as a spell of ‘Anthropomorphism.’”

“What in the name of Celestia is THAT supposed to mean?” interrupted Rainbow Dash, before realizing the answer herself. “Oh. So… that’s the word you were trying to figure out?”

“Yes,” continued Twilight, “And I have no idea what it means, yet… it sounds very familiar. I’m sure I’ve heard of something like it before but… anyway, since I don’t know what it means, I don’t know what the spell does. And therefore, I don’t want to risk trying it until I have an idea of what to expect.”

Rainbow Dash thought on this for a moment, then asked Twilight, “Is there, I dunno, a cure, or a counter-spell, or something to make the pony change back?”

“Well, yes, but…”

“Well, then test it out on me!”

“Yes yes, but… WHAT!?!?!”

Twilight stared at Rainbow, not believing what she just heard. She had just volunteered to take part in a spell that could change her into Luna knows what as if it were no big deal!

…

Actually, after thinking about the fact that this was Rainbow Dash we were talking about, she could totally believe it. It’s just the kind of thing she does…

“Come on Twi!” Rainbow urged, “You want to know what this spell does. You can fix whatever happens. Just give it a try! I’m ready, I’m willing, and I’m here. So, let’s do this!”

“Well… if you’re sure, then… I guess it wouldn’t hurt to try…”

And with that, Twilight began focusing her magic in the manner the book had described. A brilliant glow began to surround Rainbow Dash, enveloping her in its radiant, blinding light. She began floating, and felt a rush of energy through her body. It felt amazing, like the rush she got from doing a Sonic Rainboom. Then, as quickly as it had started, it stopped, dropping an unaltered Dash to the floor.

Rainbow looked around, then looked at herself. Then she gave Twilight a hard look, and said, “Well… That was stupid. NOTHING BUCKING HAPPENED!!!”

2:30 PM

Twilight had returned to reading and re-reading the spell, trying to figure out why nothing had happened.

Rainbow Dash sat, bored and alone, in the main area of the library, very frustrated and slightly disappointed at the spell’s apparent failure. She had hoped at least something besides a pretty light show and a little power rush would have happened…

Suddenly, she felt a strange tingling sensation through her body.

“What the…” she began as she shifted into a sort of sitting position, resting on her rear, supporting herself up with her forelimbs.

The tingling moved from her whole body to just her legs. She suddenly felt and heard the bones in them crack and shift as they gradually grew longer. Her eyes widened at the sight. ‘Holy shit, am I growing? Am I going to turn into some kind of giant freak?!’ she thought through a mix of emotions.

“Um… Twilight?” she called out as her rear and hips began to swell. “You might want to come see this…”

Her legs were now about twice their normal length, and the tingle began to move up her body, changing it as it moved. Her waist thinned and lengthened. She felt her teats move away from her crotch and onto her torso, closer to the shoulders. Her forelimbs began to stretch, and shifted to a position less like the front legs of a pony, and more like the arms of a minotaur or diamond dog. Her wings grew much larger and stronger, in order to support her new size in flight.

Finally, she felt a massive sensation in her chest. She began to sweat and moan, because this time the sensation felt good. Really, REALLY good.

“What was it you wanted to show-“ Twilight began as she entered the room, just in time to witness an extremely altered Rainbow Dash develop a pair of DD-cup breasts.

When Dash was done changing, she stood up somewhat unsteadily. She stood on her hind legs, at about a height of about 5 or 6 feet tall. Her legs retained their hooves and double-bent shape, and her arms also still had hooves at the ends. Her bottom had grown into a plump and rather sexy ass, complementing the large orbs of flesh on her chest. Her face, mane, and tail remained largely the same, although it would seem that they had become proportionately longer than before.

Twilight just stared in awe, confusion, and slight panic.

Finally, Dash spoke.

“Well… That’s a bit more like it, I guess!”

2:45 PM

Twilight continued staring at Dash and her new form. ‘How?’ she thought. ‘What did I do? What IS she?’ Again, like when she was trying to figure out that word, something nagged at her mind. Something seemed familiar.

Rainbow, now a bit more used to standing solely on her hind legs, walked over to a nearby mirror to check herself out. As she walked, Twilight couldn’t help but blush as she noticed that Dash walked with a sort of sexy, ass-swinging strut.

“Wow…” Rainbow Dash said, examining every inch of her new body. “This is really weird. I mean, I’m huge! I’m walking on only two legs! And what in Equestria are these?” At that last statement, she began fondling her enlarged mammaries. She let out a soft moan as a wave of pleasure flowed from the touch. “Mmm… I don’t know, but… they feel… Ooooh… good!”

“Breasts,” Twilight said without thinking, in response to Dash’s question. “They’re called breasts. They’re… um… basically the mammary glands… the part of a mammal that makes milk, that is… for bipedal, hind-leg walking, creatures, like minotaurs, and diamond dogs, and…”

Twilight stopped to think. As far as she knew, there were no other living creatures in the world that walked upright like that.

No living creatures.

Living.

“That’s it!” exclaimed Twilight excitedly!

“What is?” Rainbow Dash, who had barely been listening to Twilight ramble egg-head stuff about breasts, perked up at her sudden outburst.

“I just remembered something! You know that one mare who’s obsessed with those mythically creature’s, humans?”

“Uh… yeah, I guess. Lyra, right?”

“Well, I remember talking to her once, and she said that ponies like her who studied ‘human culture’ were studying ‘Anthropology!’ And if the ‘Anthro’ in that is related to humans, which might I add are supposed to be upright walking mammals like minotaurs, then ‘Anthropomorphic’ must mean having a human-like form!”

“Sooo…” Rainbow Dash said, trying to piece together what she understood, “You made me part human? Which is something that doesn’t exist?”

“Well, I guess it’s more like I made you look kind of like what a human is supposed to look like. Anyway, at least now we know what this spell does. And it did prove… interesting. So, I guess we can turn you back now!”

Rainbow Dash stood there, staring at Twilight a bit awkwardly. She shifted from one hoof to the other, rubbing the back of her neck with a forearm.

“Uh… Twi?” she asked, a little hesitantly.

“Yes Rainbow Dash?”

“Um… I… don’t really want to turn back just yet. I um… I want to… see just what this body can do.

3:10 PM

“Are you sure about this, Dash?” Twilight said, worrying about her friend and whether or not the spell was affecting her mind in some way.

“Yeah!” Dash said, crouched, wings spread, ready to try flying. Before Twilight could respond, she took off with a leap and a powerful wing beat. Flying was a bit more awkward with all that weight, especially the additional pounds on her chest, but her new wings mostly made up for it. Her wings were very large and very powerful. In fact, if Twilight had to guess, they seemed even bigger and more majestic than Celestia’s, which had she hadn’t thought possible before now.

“Woo HOO!” Rainbow cheered as she did laps around the library. “This… is… AWESOME!”

She spent a few minutes flying around, performing tricks, and just generally showing off as usual. Twilight just watched in awe at her friend go.

With a dramatic pose, she landed on both legs perfectly. Sweat dribbled down her brow, and with each panting breath she took, her buxom chest rose and fell rhythmically.

“Oh Celestia, did that feel great! What a work out!”

“Well,” Twilight said, trying not to stare at Rainbow’s sweat-glistening tits, “I’m glad you had fun, but I think that you should… What are you doing?!” Twilight blushed furiously and dropped her jaw.

Rainbow Dash had flopped into a large chair (not really made for somepony of her size, but good enough for the moment) and had started rubbing at her breasts, moaning at the sensations.

“That work out… mmm… got these… Ooooh… babies feeling tender… I gotta… oh yeah… work that feeling… mmm… OUT!”

Twilight just watched as Rainbow Dash began squishing and kneading her breasts as much as her hooves would let her. Her moans grew, and she began to pant from the pleasure she felt. But it still wasn’t enough. Suddenly, one arm shot down between her legs, and began furiously rubbing at her moistening loins.

Twilight could smell the arousal wafting off of her, and it made Twilight snap out of her stupor enough to realize Dash needed help. And not the I-need-to-turn-her-back kind of help. The she-can’t-work-herself-enough-to-relieve-that-pressure kind of help. So, reluctantly, Twilight approached her horny friend, pushed her arm out of the way, and began to eat her out.

3:50 PM

Rainbow Dash continued her gasps and moans as Twilight began to reluctantly lick at her snatch. It still wasn’t quite enough. Twilight wasn’t experienced at this sort of thing, and even if she was, her heart obviously wasn’t all in it. So her licks did little better than Dash’s hoof-work. But Rainbow placed her free hoof on the back of Twi’s head encouragingly.

As Twilight licked, the sweet taste of sex fluids and the scent of Rainbow’s arousal sparked something in her. Her efforts increased, and her touch became more and more improved. Finally, she was actually eating her out, guided only by instinct.

All she had had to do was stop thinking, and start doing.

Rainbow Dash bit her lower lip in an effort to stop herself from screaming in pure ecstasy. Twilight was hitting the spot, and she knew it would only be a matter of time before… before…

“T-Twilight!” she moaned wildly. “I’m… I’m g-gonna…”

“OH SWEET CELESTIA YES!!!!” she screamed as she let out a powerful orgasm. Right into her friend’s face…

Twilight’s face was moist from Dash’s juice, and as she pulled back, with a fiery look of lust in her eyes, she licked some of it off.

“So…” she began in a sultry tone, “How was I?”

In response, Rainbow lunged forward and planted a passionate kiss on Twilight’s mouth, wrapping her arms around the back of Twilight’s neck. Twilight gladly kissed back.

“That good, huh?” she asked jokingly as they pulled away from each other.

“Good? Twi, that was fucking AMAZING! I cannot describe how EPIC that felt!”

Twilight giggled at her friend’s excitement. “So… NOW, are you ready to turn back, Dashy?”

Twilight already knew, and wasn’t afraid to admit that she was hoping for, that answer.

“Fuck no! I fucking love this body! I’m not giving something this good up, not as long as I live!”

“In fact…” she continued, with eyes narrowed and a playful grin on her face, “I think that I’d like to see you anthropo… anthromorp… as an anthro!”

4:20 PM
Twilight Sparkle’s Bedroom

“Are you sure about this, Rainbow Dash?” Twilight asked uncertainly. The rush of euphoria from helping Rainbow out had worn off, leaving Twilight feeling hesitant to rush into this. Rainbow Dash of course felt otherwise.

“Come on Twi! I promise you, you… will… LOVE it!”

“Okay… here goes… something!”

Twilight’s horn began to glow that same radiant light, only this time it grew outward, rapidly enveloping her. She felt the power surge through her, and then all of a sudden, it was over.

…

After about ten or so minutes of waiting, Twilight began to feel the first signs of change. For her, the first thing to happen was the movement and expansion of her mammaries, momentarily leaving her as a regular pony with C-cup breasts, much to Rainbow Dash’s amusement.

Next, her front legs stretched and changed into a pair of arms. Then her legs stretched and grew to suit a bipedal body. Then her rear and hips swelled and expanded, into a big, cushion-like ass. Finally, her waist, torso, and head grew to match the rest of her.

At the end of her changes, Twilight stood shakily to examine herself. She was probably a foot shorter than Dash, and obviously of smaller bust. However, she noted happily, her bottom had grown considerably larger than Rainbow’s. ‘At least I have that going for me…’ she thought, somewhat sadly.

“So… what do you think?” Twilight bit her lip and closed her eyes, for some reason expecting Rainbow to make fun of her new form.

Rainbow Dash stared for a moment, then quickly strutted over, took Twilight’s face into her hooves… and hugged it into her soft chest.

“I think,” she said with a kind smile, looking down at the surprised Twilight, “That you are beautiful no matter what size you are. I also think,” she lifted Twilight’s face to meet her own, “That you need to stop worrying about what I think.”

And with that, they kissed like two long-separated lovers, tongues intertwining, breasts smashed together, and hooves groping at each other’s asses.

“By the way,” Rainbow whispered into Twilight’s ear as they momentarily stopped making out, “You are FUCKING HOT! I mean, mmm… dat ass!” And with that, they went right back into it.

5:00 PM

“So… what now?” Twilight asked as she sat on her bed, flustered slightly from so much love from her dear friend (or, at this point, more-than-just-friend!)

“Now?” Rainbow wondered aloud. She obviously hadn’t thought this far ahead. She stood there, hoof on chin, deep in thought.

As Dash thought, Twilight took another glance at the spell book, thinking about how that one spell brought such an amazing change. It was just then that she noticed the book’s full title:

“The Big Book of Kinky ALTERATION SPELLS: Guaranteed to Add a Little Magic to your Sex Life!”

Finally, Dashy smiled.

“What are you thinking?” Twilight asked, with a knowing grin.

“I’m thinking… that you did all the work earlier, when you lent me a hoof. So… I think it’s about time I repaid the favor a bit!”

With that, she began to slowly, sexily, strut towards Twi, licking her lips and eying her in an almost predatory manner.

Twilight let out a squeal of delight, and spread her legs wide for her new special somepony, Rainbow Dash.

TO BE CONTINUED!

Thanks for reading this far. Stay tuned, for there’s more to cum! Er… come. Also, if you have any suggestions, please, let me know.

Now, I am going to reveal the subject of the next chapter. If you don’t want to know, then turn back. NOW!

You sure you wanna know?

Major spoiler alert!

No turning back now!

Okay, you asked for it. The next chapter will focus mainly on…

Spike and Rarity!

Okay, now you can go.

Bye!

Author's Note

Note: This is my first time writing a clopfic. Please keep that in mind and hopefully you will enjoy this. Thank you.

Rarity and Spike: A Change in Perspective

WARNING!!! This chapter contains just about all of the same content as the original chapter, with the addition of straight sex, dragon sex, and a different a kind of transformation. If you do not like this content, then leave and never return. If you do not know what content the first chapter had, then leave, and don’t return until you’ve read it. Otherwise you will know jack shit about what is going on here. Thank you.

My Little Pony: Friendship is Magic and all related characters belong to Hasbro. I do not claim to own these things in any way, shape, or form.

Wednesday, May 25
6:00 AM
Twilight Sparkle’s Bedroom

Twilight Sparkle rose up in her bed, stretching out her arms wide as she let out a yawn. Then she froze.

Wait… arms?

It was then that she remembered what had happened only yesterday. The spell, which turned Rainbow Dash into a creature that seemed part pony and part human (a mythical creature that walked solely on its hind legs.) Twilight, still a regular pony at the time, eating out the transformed and extremely horny Rainbow Dash. Twilight herself transforming into an anthropomorphic pony by the spell’s magic. She and Rainbow deciding to become… more than friends. The wild sex they had together in Twilight’s bed for hours before falling asleep in each other’s arms.

She smiled and looked down at the still sleeping Dash. How beautiful she looked, how peaceful. Twilight stroked a hoof through Dashy’s hair lovingly. Then, after quickly pecking Rainbow’s cheek with a kiss, Twilight climbed out of bed and went down to fix breakfast. In her sleep, Rainbow Dash smiled.

7:30 AM
Twilight’s Kitchen

As Twilight finished setting up a big breakfast for her and Dash, (she figured their new bodies would need a lot more to keep them running. Also, they had forgotten about eating dinner in their excitement…) a certain, curvaceous cyan pegasus anthro walked into the kitchen, rubbing her eyes and yawning loudly.

Twilight chuckled to herself, then said in a loving tone, “Morning, sleeping beauty!”

Dash laughed in return, responding, “Morning Twi…” She sniffed the air, adding, “Smells good in here. Any of that for me?”

“You know it! Dig in!”

“Oh… you’re too good to me.”

As they said and ate their fill, something nagged at the back of Rainbow’s mind. Like they were forgetting something. Something…

Then it hit her.

“Hey… Where’s Spike? I’m surprised he wasn’t gawking at us yesterday.”

Twilight stopped eating, a concerned look on her face. “You’re right. I haven’t seen him since I asked him to clean up those dictionaries when you showed up.”

Both ponies stared at one another, until it was silently agreed that they should look for him.

8:00 AM
Back Section of the Library

After searching for some time, they found him in the last place they thought to look: right where Twilight had left him.

After he had picked up the books, he had evidently decided to take a nap. In natural, Spike-fashion, he had slept through everything that had transpired the day before, and was still snoring peacefully on the floor.

“Aw… He looks so cute,” Twilight couldn’t help but gush.

“Hmm… I wonder… What would Spike be like after the spell?” Rainbow mused with a mischievous grin.

“Well… maybe we’ll find out. But first… let’s have a little… fun with him.” Twilight now wore the same grin as her beloved Dashy.

With that, Twi began to nudge her dear assistant, crooning softly, “Spike. Oh Spike! Spi-ike, I have something to show you!”

Finally, the young dragon awoke, rose with a yawn, and laid eyes upon the two ponies.

“Hey, guys, what’s goin’ on? Sorry I dozed off. How long was I-”

He stopped and stared as his still sleepy mind began to work out what it was seeing.

Two of his friends stood before him as giant, bipedal, and downright SEXY versions of themselves.

“What do you think, Spikey? Wanna tap this ass?” asked Twilight teasingly, turning to show off her cushion-like rear.

“Or maybe you’d like to give these babies a squeeze? How about it, big dragon?” At this Rainbow began to bend over, squeezing together her big, round titties.

First Spike blushed. Then his eyes bulged out a bit. Then his jaw dropped, tongue dangling out. And finally, with a slight nosebleed, he fainted.

“Well,” stated Rainbow as Twilight lifted the smiling, unconscious little dragon over her shoulder. “I think he took that well.”

8:30 AM
Main Section of the Library

When Spike came to, after several minutes of lying on the ground drooling and muttering through his coma, Twilight and Rainbow were sitting on a couch facing him.

“Sorry about that, Spike,” Rainbow said with a little laugh.

“We were just having some with at your expense. Sorry we got you all worked up like that,” Twilight added thoughtfully.

“It’s… alright guys. It’s just that… you guys… you look so… so…” Spike seemed to be struggling to get the word out.

Rainbow and Twilight looked at each other. What was he going to say? That they looked weird? Neither could guess.

Finally, Spike spit it out. “You guys look HOT!”

Twi and Dash stared at the little dragon for a moment, then busted out laughing.

After they calmed down, they gave Spike a brief summary of what he missed while asleep. They left out the bits about them having sex and all, (wouldn’t want to make the poor guy pass out again!) but did hint that they had grown attracted to one another.

“Wow… that’s amazing!” Spike said as they finished their tale. “So… what are you going to do now?”

Then Spike blushed, looking from them, then to his crotch. He quickly covered up his dragonhood, obviously getting ideas about what their plans might be.

Again the two anthro ponies shared a glance. It had crossed both of their minds briefly that they could turn Spike into an anthro dragon and have some fun with him and his… male parts. But… Neither of them felt entirely comfortable with that. They liked Spike… but not like that, not like they liked each other.

“Don’t worry, big guy, we aren’t going to rape you or anything,” Dash assured him with a kind smile.

“Although, if you were interested in seeing the spells effects for yourself, then that would be a different story,” Twilight offered.

Spike thought it over for a moment, then seemed to make up his mind.

“Alright… I’m in!”

9:25 AM

As the glow died down abruptly, Spike stood uncertainly for a moment.

“So uh… now what?” he asked, looking himself over.

“Just give it a moment, it’ll come.”

Then, Spike’s height began to rapidly increase. He felt bones and muscles cracking and shifting beneath his quickly spreading scales. He grew to about double his normal height, standing now at about four feet tall. His arms, legs, and tail became longer, but otherwise stayed the same. His slight pot-belly shrank inward, and was replaced by the beginnings of abs. Basically, he just looked like a taller, slightly more muscular version of himself.

One big difference, however, was his cock. On its own it wasn’t too impressive, but proportionate to the rest of his body, it was notably long.

Twilight and Rainbow Dash looked at his new form and nodded. Honestly, they hadn’t expected much. Spike already spent his time walking on two legs. He already had arms. And most importantly: he was still technically a baby dragon (Of course, he was only slightly younger than Twilight, but dragons, due to their long lifespan, age pretty slowly. So yeah…)

“So… what do you guys think?” Spike asked, just the slightest bit nervously.

“Not too bad, if I don’t say so myself,” Twilight stated calmly.

“Lookin’ good, Spike, lookin’ real good. Not my type, but yeah…” Rainbow Dash commented, only somewhat jokingly.

“Man…” Spike murmured as he gazed at himself in a mirror. “I wonder what Rarity would look like as an anthro…”

At that, Twilight and Rainbow turned and looked at each other. They both knew what the other thought, and smiled mischievously. This… was about to get interesting.

9:50 AM
Rarity’s Bedroom

Rarity slept in her bed, dreaming peacefully, blissfully unaware of the two anthro ponies who had just teleported into her bedroom. They knew Rarity loved sleeping in on her days off, that she needed her ‘beauty sleep.’ They just hoped that she wouldn’t mind if they borrowed her for a moment.

“You sure this is a good idea?” Rainbow whispered to Twilight. “She might not like it like we do…”

Suddenly, Rarity gave out a soft moan through her sleep.

“Oh, Spike! Yes, that’s the spot! Oh, who knew my little Spikey Wikey had such a big, hard… mmm, yes, fill me, Spike darling, fill me up!” she moaned lustily in her dreams.

“Yeah… something tells me she won’t mind too much…” Twilight responded with a grin. And with that, she first sparked her anthro spell, and once that finished, she began a teleportation spell, just as Rarity began to awake from her wet dream.

10:00 AM
Twilight’s Library

As Rarity rubbed the sleep from her eyes, wondering what had just woken her from her beauty sleep, the transformation spell was just about finished.

Twilight and Rainbow gawked at Rarity’s new form, utterly amazed at what they saw.

Rarity was about Rainbow Dash’s height. She shared the same common features the other two anthro ponies had. Other than that, she was vastly… different.

Her breasts were each about twice the size of Rainbow’s. Her plush ass put Twilight’s to shame. And with her wasp-thin waist added in, it was evident that she was blessed with a perfect hourglass figure.

Dash’s wings poofed out into a massive wing-boner, while Twilight was trying to keep down the urge to horn-gasm. Both couldn’t help but find her drop-dead HOT-ASS!

Rarity looked at her two friends in amazement. “Oh, please tell I’m still dreaming…” she muttered, gazing uncertainly at the two freakish, yet somewhat arousing creatures before her.

Twilight shook out of her stupor, and answered in a level and controlled tone, “No, Rarity. This is quite real, amazing as it seems. And, if you’ll simply look down, I think you’ll find it even more real for you.”

“What are you-” Rarity began, then stopped as she saw the mounds of boob on her chest. Stunned, she reached out and poked one, then gasped at the pleasure that shot through her from the touch.

“I… I demand… th-that you turn me back this instant, Twilight Sparkle!” she demanded indignantly, blushing furiously. “You… you’ve turned me into… into a freak, and I will NOT stand for it!”

“Well, well! Someone didn’t wake up well I see,” Rainbow Dash mused playfully. “A shame. I guess we can’t show her that little ‘surprise,’ eh, Twilight?”

“What in the name of Celestia are you blabbering about now?” Rarity pouted angrily.

Then, she felt someone tugging gently at her hair, trying to get her attention. She spun around, looked down, and saw…

Spike. Taller, stronger, and… bigger! (hint, hint!)

“Uh… hey, Rarity. You look…” Spike said shyly, looking up into the startled anthro’s eyes. “Amazing!”

“…” Rarity just stared for a moment. Stared at Spike. Stared at his…

“Oh, no you don’t,” Rarity said, turning to the other two. “You are not, I repeat, NOT, getting me and him to… to…” She shuttered at the apparent thought of it.

Twi and Dash glanced at each other, and Dash began to do a brilliant (at least in her mind it was) impression of Rarity dreaming earlier.

Rarity blushed deeply. “That… that was different! That was a… a dream! I would never… ever… have my way with him in the real world! We’re… we’re incompatible! We’re different species! We…” At this point, she seemed at a loss for words, and just began gesturing wildly with her arms and spouting out angry bits of gibberish.

Spike seemed crestfallen. Tears began welling up in his draconic eyes. Twilight couldn’t stand to see him like this, and was very angry at Rarity for treating her assistant that way. So, she grabbed her book, quickly flipped to a certain page, and casted a different kind of transformation spell on the ‘sophisticated’ mare.

Nopony messed with Twilight’s assistant like that. Not even Rarity.

10:45 AM

“Wh-what do you think you’re doing to me?!” Rarity sputtered, frightened and angry at her friend’s behavior. She could tell from the feelings burning through her that she was not being turned back, and she did not like the idea of being made into even more of a freak.

Twilight just stood with her arms crossed, a dark and stormy look in her eyes, and a grim smile upon her face.

“Uh, Twi? What are you-”

“Trust me, Dashy. This will be just fine. I’m just giving this little bitch a little attitude adjustment. She deserves this so much right now!”

Rarity felt like there was a fire being lit in her chest. A strangely… this felt normal to her. She could feel powerful muscles bulging up in her arms, legs, and abdomen. She could feel her fine, silky coat being turned into a skin of hard, smooth scales. She could feel her brilliantly groomed mane falling out, only to be replaced by a pair of long, curving purple horns. She could even feel her solid hooves breaking and splitting into razor-sharp claws, her beautiful tail become long and reptilian, and her delicate muzzle stretch out and fill with teeth strong enough to crush even the hardest of stones.

But oddly, she didn’t care. She was filled with a feeling of confidence, of power, of calm.

She felt… like a dragoness.

She had grown an extra three or four feet in the process, and her curves seemed to be even more extreme than before.

And then… it came.

A feeling… different from the others.

A need… a need that drowned out all else.

A thought… one single thought, played over and over through her mind.

‘Fuck.’
‘Fuck!’
‘FUCK!’
‘FUCKFUCKFUCKFUCKFUCKFUCKFUCKFUCK!!!!!’

Twilight had no way of knowing this, but this was a very, VERY special time of year for female dragons. It was the time of year that they went into heat. And when a dragoness goes into heat… oh, do they go into heat…

Dragon Rarity dropped to her knees, rubbing her massive boobs with one claw, attempting desperately to work her pussy with the other. And through it all, she moaned and sighed in pure, gleeful ecstasy.

The scent of her in heat sparked something in Spike.

You see, there is more than way to get a young dragon to grow rapidly. Greed is one way, a way that lacks any sort of control. But another, slightly better way was lust. You see, when a female dragon goes into heat, and there are no ADULT males around to please her, any young male dragon who is not her own may rapidly age to their teenage years in order to help satisfy her intense urges.

And that’s just what happened to Spike.

Immediately, Spike shot up in height, stopping once he was chest level with Rarity standing. His beginning muscles bulged up impressively, making him look ripped and powerful. And his cock… that thing grew nice and big… just right for a sex-craved dragoness.

Rarity momentarily blinked through heat-induced fuck-trance to gaze at Spike’s new form. “Spikey… you… I never realized you were… SUCH A HUNK!!!”

And with that, the massive anthro dragon woman pounced upon the smaller anthro dragon boy, and began the process of making him into a dragon man!

Twilight and Rainbow could only watch in awe at the beauty of nature as the two dragons fucked in the middle of the library, grinding their powerful hips together, rocking the entire tree with each thrust, and dribbling sex-juices EVERYWHERE!

Finally, it seemed they were done after one massive orgasm. They sat, his cock in her vag, both panting and smiling lovingly at one another. And then…

They started doing it all over again.

“Damn!” Rainbow exclaimed, impressed at how fast both recovered from that first pounding. “How long are they gonna be at this?!”

“Well…” Twilight said, blushing slightly (she honestly hadn’t expected it to go this far. Not that she wasn’t pleased with the results mind you…) “I did read once that when mating under certain conditions, such as when the female is in heat, the male dragon can go about five rounds before tiring.”

“Wow… so uh… you wanna…” at this, Dash made some humping motions, “you know… until they’re done?”

“Sure! I mean, only four more round to go… er…” Twilight looked over at the two as Rarity let out a joyful scream of pleasure. “Make that three rounds. Anyway, they’ll be over soon I guess, so why not?”

1:00 PM

The dragons somehow managed to go for a total of twelve rounds before Spike finally passed out from fucking.

Twilight looked around her library. Books were knocked of their shelves by the shaking. Cum and other fluids covered the floor, some of the walls, and even some of the ceiling, somehow. But seeing that grin on Spike’s face made it all worth it.

Rarity was still conscious after all that fucking, although it was obvious that she had calmed down. She was glancing at Twilight, blushing, obviously embarrassed.

“Um… Twilight darling? I… wanted to apologize for my behavior earlier. It just… wasn’t right of me to lash out like that. Please, forgive me?”

Sure. The ten foot tall dragoness is asking a five foot tall pony to forgive her…

“Yes, Rarity,” Twilight said with a friendly laugh. “I forgive you! How could I not, after you made Spike so happy? Damn you two fucked hard! He must really have knocked that heat out of you!”

“Er… about that. My erm… predicament passed after about say… round three? After that, we just… we didn’t really want to stop.”

They both stared at one another somewhat awkwardly, then busted out laughing.

As the laughter died down, Rarity looked down at Twilight and asked, very politely, “Could you… do me a little favor? I would like to turn back to a pony… not a normal pony mind you, but… that other thing. And… I would also like to see… Spike as a stallion, if you wouldn’t mind. I think now I could bed him as a dragon in my normal state, but… I want to try him out in a different way first.”

Twilight smiled, then went to fetch her book.

Just like how she and Rainbow had found each other through that special little book, so it seemed that now Rarity and Spike had finally been brought together.

Things were going to change in Ponyville. In a very, VERY big way, it would seem.

TO BE CONTINUED!!!

Thanks for reading on! Stay tuned for more anthro adventures!

What’s in the next chapter you ask?

Want a sneak peek?

Well too bad, I’m not doing it.

…

Okay fine, spoiler alert below.

You asked for it. Next chapter will include:

Fluttershy, Pinkie Pie, and Futa!

Now go away.

Author's Note

Well, so far so good. Wish me luck. My procrastination is starting to kick in, so it might be awhile before the next chapter comes out. So... sit tight, stay calm and clop on!

Fluttershy and Pinkie Pie: A New Experience

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!

Applejack and Big Mac: Friendly Competition

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!