Octavia trudged through the sweltering jungle, mosquitoes nipping at her hide. Her heavy saddlebags were strapped tightly around her withers, chafing slightly. The gray earth pony simply kept pushing herself forward in the hopes that this would all be over soon. Her efforts were soon rewarded as she bumped face first into a sandy-brown flank and grayscale tail.

"Watch it," the mare shouted quickly, "I don't know you that well... yet."

"Sorry miss Do." Octavia mumbled.

"I thought I told you, it's just Daring."

"Sorry Daring," the earth pony mumbled again.

"No prob. Anyways, we're here."

Breaking through the thick foliage, Octavia saw that before her was not a campsite so much as a dig-site.

"I've been meaning to ask," the khaki mare began, "where's Vinyl? "

"Vinyl had a preformance to attend, although she should catch up tomorrow." In truth the only reason Octavia agreed to come along was on the alabaster unicorn's goading.

"That sucks. Come on, we've got to set up camp before we get to explore the ruins."

The two trotted over to a clearing, set their things down, and prepared the campsite for the weekend. Octavia unpacked her posessions, set up the tent to the best of her skill, and managed to help the sandy-brown mare start a fire. The hours ticked by as the pair sat, mostly in silence, eating s'mores and casually chatting about the few things they had in common.

"Best get to bed early," Daring said with a yawn, "we've got an early day of exploring tomorrow.

With a nod, Octavia retired to her own little shelter.

The morning came soon enough, birds chirpped as sunlight filtered in through slits on the top of the tent. The gray earth pony streched with a yawn, feeling several stiff joints pop in the process.

"Wake up sleepy head, were late."

"Late for what?" Octavia asked as she stepped out of her tent and into morning breeze.

"Exploring the ruins of course," Daring said nonchalantly.

"Shouldn't we at least have breakfast first?"

"Already did, catch," the khaki pegasus said as she tossed an apple at the still sleepy mare.

Daring led the way, rambling on about the former occupants of the temple, and what little history she had been able to gather. Octavia on the other hoof took more interest in the decor of the place. All manner of lewd and vulgar depictions had been painted on the walls, carved statues of over endowed mares and stallions took the place of pillars holding up the roof.

"Why are there so many... uh crude drawings on the walls?" the cellist asked.

"Originally this was a fertility temple. Over time it, history says that it just sort of devolved into drunken debauchery. Pretty cool eh?"

"Now it makes sense as to why Vinyl wanted to visit here."

Soon enough, the hallway they had been traversing opened into a large, opulent chamber. Gold and jewels lined the walls, but the thing that drew the most attention was the massive glittering statue of a stallion rearing up on his hind legs, exposing his turgid girth to the world.

"Oh my." Octavia blushed.

"Try to contain yourself," Daring said as she flew up to the statue to get a better look. Gliding around, the pegasus saw something strange. "Hey Octavia, come here."

"What is it?" the gray mare asked.

"What does that look like to you?" A khaki hoof pointed just below the stallion's tail.

"Is that..."

Both mares were looking at a vagina carved into the stallion statue.

"Who would desecrate something like this?"

"I think it was deliberate."

"Why would anypony make an abomination like this?"

"I don't know I think it's kind of hot." Octavia looked away in disgust. "This was a fertility temple right? So maybe this was the idol they worshiped."

"I don't care, I still think it's gross."

The pair looked around the chamber some more, lighting a few torches to illuminate the mostly darkened room. As the torches were lit, the paintings on the walls became clear.

"Oh dear," the cellist groaned as she figured out what the images depicted.

Daring whistled as she too saw a pair of mares locked head to nethers as a set of runes underneath described the position in a long forgotten language.

"Hey, look at this," the khaki pegasus said as she pointed at the inscription at the base. "What do you say, you wanna try it out?" Daring asked with a lecherous smile and a raised eyebrow.

Octavia was at a loss for words, she simply stuck her nose in the air, and turned towards the exit.

"Look out!" Daring cried.

Too little too late, Octavia had collided with a smaller jeweled statue. The cellist fell to her rump as the idol wabbled on its pedestal before crashing onto the floor and fragmenting into hundreds of stone shards. Slowly the sound of grinding stones filled the air.

"RUN!" Daring shouted as she pushed the gray mare up and towards the entrance.

Octavia galloped after the pegasus. Behind her, the mare heard stones falling and breaking as she ran to the hallway. The gray pony gasped as she felt her hind hooves slip, followed by the inevitable fall into the darkness below.

Octavia coughed, and saw that she now sat in a large pit. The torches she and Daring had lit glowed dimly in the distance. As she got up, she saw the reains of the broken statue sitting on the lip of the pit.

"Daring?" she called.

No response.

Picking up a stone, the gray mare threw it with all of her might. The rock struck the upper walls of the chamber, rebounded, and knocked more stones into the abyss. The earth pony gasped as more rocks tumbled down into the pit with a loud clatter. Octavia winced as she saw the rocks shattering against each other. One strange little glittering jewel bounced far enough to land on the mare's foreleg. The cellist swatted the gem, unfortunately the pulsing daimond fused into her skin, burning for an instant before the pain subsided and the gray mare passed out.

When Octavia awoke, she felt as though her weight had shifted, and she noticed that the torches had died. With the lights out she saw the faint outline of a tunnel in front of her. Picking herself out of the dirt, the earth pony made her way down the tunnel she now found herself in.

Farther and farther the mare went, a fog building in her mind as her thoughts became brash and erratic. She wondered what Vinyl would say to her, the alabaster unicorn's taut, round flank shifting as she scolded Octavia for being in such a sorry state. Mentally the mare berated herself for thinking of such things at a time like this

The gray earth pony sighed as she collapsed on the ground for a few moments, resting her eyes. The cellist was dimly aware of the passage of time as she skirted the edges of sleep and consciousness. After a time, Octavia opened her eyes, pushed herself off of the ground, and felt a jolt of pain shoot though her as she stumbled over a rock.

The mare fell over clutching her nethers as she let out a scream of both pain and shock. Looking down she saw only darkness, but felt a large swaying appendage nestled between her hindlegs. Frantically she struck it, hoping it to be some horrible nightmare. As her hoof struck the thing, she doubled over again as pain racked her body once more. Octavia stumbled backwards, falling onto her rump as she hit the cave wall. When she landed, she felt another surge of pure, unadulterated pain course through every fiber of her being. The "mare" wept silently, waiting for the pain to subsided. It did after a while, leaving her with a horrible ache below instead. Cautiously she prodded beneath her with a hoof, sitting below her now flaccid member, were a pair of testicles, each half the size of her hoof. Quickly she shot a hoof behind her to check if she still had her other set of genitals. With a sigh she relaxed as she felt the lips of her vagina against her hoof.

The slight brush she had given herself also seemed to have awakened her new appendage. A morbid curiosity held her as she stared at where the flared cock would be, extending further and further out of its, her, sheath. Reaching out, Octavia gently prodded the area, receiving a tingle down her cock and up her spine.

"No, no. This isn't right," she told herself.

The earth pony looked down, disgusted with herself as she felt her member sway. Again, she prodded it, and again electricity ran through her nerves. Below her, she could feel her nether-lips grow a bit bamp beneath her sack. Repulsed at her own body, the mare shook, trying to make sense of the situation. She wished that Vinyl was here, that mare ways knew what to do. Her soft white coat glistening with sweat after a night of erratic dancing, smelling of the nightclub as she washed her tired aching muscles beneath a cutain of steam and the lavender soaps she loved to use.

Octavia giggled slightly as a pungent aroma brought her back to her senses. Looking down, she could feel the proud, flared head of her cock standing tall beneath her. The mare felt a dollop of fluid leak from a hole in the head, and run down the shaft, and onto her testicles. Shuddering, the cellist could feel her member trob painfully, even without light she could tell that it was larger than average. Giving a sigh, Octavia raised a hoof to her cock, her heart pounded against her ribcage as butterflies swarmed in her stomach. Giving a low whine she slowly began to rub up and down, jerking slightly at the alien sensations she felt. Resting aginst the rock, the gray mare placed her other hoof on her length and writhed as the pleasure she felt was increased. Slowly she massaged the globs of fluid into either side of her cock. Carefully she prodded the tip with a hoof, the greatest shudder yet racked her body. With one hoof, she circled the tip as the other made its way up and down her shaft. After a few minutes, she could feel a clenching near her balls. Octavia gasped, her mouth caught in a circle as she came. Semen shot out in sticky ropes covering her face, hair, and even splattering against the cave wall as her body twisted and contorted in ecstasy. Less and less of the fluid leaked form her penis, eventually just dribbling down onto her chest before she stopped.

Octavia laid there in post coital bliss, panting heavily as she soaked in her own sticky secretions. As her tongue lolled out, a bead of semen fell from her hair and onto it. Instinctively, the mare closed her mouth, and for a moment, tasted her own brew before swallowing. The cellist nearly gagged as the thought of what she had done caught up with her. The mare spat to the side a few times, hoping to rid herself of the smooth, salty taste. Octavia felt that her member had become flaccid, and was quickly receding into her sheath.

Slowly, as the fog began to clear from her mind, she realized that she had a penis, not only that, but she had masturbated. Worst of all she had tasted herself, not willingly, but she had. Octavia sobbed silently as she realized that she could never lead a normal life again. At best she would become a freak, ostracized for having this thing between her legs, at worst... she didn't want to think of the worst.

Giving a tired gulp, the mare made her way down the tunnel.

Octavia stumbled through the cave, ignoring the silence and the darkness as she made her way along. Once or twice, she had felt the urges of her new appendage overtake her, she had chosen to ignore it.

Too ashamed and disgusted to return to Canterlot, Octavia wondered where she should make her new home, the woods were nice enough, but she feared never being able to play her favorite cello again, never being able to visit the café she like to frequent, and worst of all, never being able to embrace Vinyl again. The mare sniffed, but was brought back to reality as she heard a splat from beneath her. Looking down, she could feel the singular opening of her penis leaking precum onto the floor.

"It's all your fault!" she shouted as she ran away.

Her cock only bounced and flopped against her undercarriage as she barreled through the darkness. Octavia closed her eyes, hoping, praying that this would all just go away on its own.

A bird tweeted in the distance. Octavia was sure that she had simply hallucinated it, but there it was again. She noted a cool breeze caress her erect member. The cellist started down the darkened tunnel.

After an eternity of walking, Octavia saw the mouth of the cave. It was early morning, just before sunrise. Her heart skipped a beat as she bounded to the lip of the cave entrance. The cave had given way to a thick forest, a stream babbled in the distance, and a few fruit bearing trees appeared within the foliage.

The mare made her way towards the stream, glad to finally be able to wash off the sticky spunk which had dried into her coat. The mare came upon the stream, and gently dipped a hoof into the water. It was cool, but not cold. Sliding a hindleg into the water, Octavia slowly lowered herself into the water, careful about her new package. She was right in her assumption, because as soon as her fleshy sack touched the water, it recoiled into her abdomen. The sensation was not unpleasant, simply strange. When the time came for her cock, she could feel the blood rush out of it as it quickly deflated and withdrew.

"That's good to know I suppose," she said to herself as she slid the rest of her body into the water, and began to scrub the semen out of her coat and mane.

For a moment, Octavia sat in the stream enjoying the feeling of cleanliness. Gradually she settled back, and allowed her thoughts to drift. She thought of the camp, the cave in, and of course she thought of Daring. Her trim, lithe figure straining as she bent over some artifacts, sticking her rump into the air as he marehood glistened with a thin sheen.

The gray mare shook her head, but it was too late, the head of her penis had broken the water. With the sun now breaking the horizon, Octavia saw the crown of her pink head, flared proud and defiant of the water's push. She smiled for a second, lewd thoughts filling her mind as she remembered how she hadn't tasted that bad.

Licking her lips and with lust-lidded eyes, Octavia stretched forward a bit, and gave herself an experimental lick. Another ripple of pleasure shot down her spine, and she feared for an instant that she would cum right then and there. Fortunately the feeling subsided enough for her to go for another try. Slowly the mare opened her mouth wide enough to encompass her girth. Slowly she bobbed her head up and down, using her tongue to circle her urethra as she lapped up any beads of pre that began to pump from her balls. One hoof began to glide along the length of her shaft, eliciting muffled moans of pleasure from the well endowed mare. Octavia could feel her neglected pussy quivering for attention beneath her ballsack. Using her free hoof, the mare teased her clitoris before pushing the lips of her vagina apart, and gently prodding the inner walls of her sex. Faster and faster the cellist rubbed her cock as her tongue worked its way around her shaft and back to her urethra, plugging it for a moment and allowing the pressuee to build enough for it to be pleasureable. Her other hoof found itself alternating between rubbing her clit and massaging her lower lips as she masturbated beneath the water. Giving a low moan, Octavia pulled back, a string of pre and saliva connected her mouth to the head of her cock. Catching her breath, the gray mare allowed the head of her penis to bob underwater for a moment, cleaning itself off a bit. Surprisingly she felt a little saddened at the display. Never once ceasing the teasing of vagina, Octavia once again slipped the head of her cock into her mouth. Instead of rubbing her shaft as before, the mare's free hoof slid down to her testicles which were now floating freely in the current. Gently she caressed one, taking note of their soft texture. The cellist felt her balls contract as she gave one more exaggerated lick along her head, ending at her urethra. Cum sprayed freely, and this time Octavia felt her vagina clench around her hoof as feminine juices flowed into the water. The mare cried out as the dual sensations of both sexual organs releasing at the same time. The gray earth pony laid there for a few minutes as hormones flooded her mind, and her body spasmed gently in the aftermath. Again the mare noticed that she had covered not only herself, but a bit of the surrounding area in her cum.

Giving a slight smirk, she dove beneath the water to again wash her fluids off of herself. Stepping out on the opposite bank, the gray mare trotted towards the fruit trees.

Several days had passed since her transformation, and after some initial resistance, she had grown to love her endowment. The first time that the mare had seen herself she had been a bit put off, but now she marveled at the two and a half feet that swayed beneath her at full length, mottled pink and brown, her pair of testicles swayed in the breeze, tickled by tall sprigs of grass. Her tight pussy still ached for pleasure, but not as much since she had become much more attentive.

Octavia had initially made plans to seek out civilization, but she was sure that anypony who saw her would be repulsed at the sight of her. While her wits had remained, she made sure to take shelter in the cave, a small fire just outside to keep her warm at night. At first she had attempted to keep time, but now she didn't care, all she knew was that it was today, and that suited her just fine.

Eventually she gave into her carnal instincts, doing her very best to imitate the statue she had seen in the temple chamber the other day. Every day she would wake up, deal with her morning wood, partake in a nice breakfast, masturbate by the river, lounge in the sun for a few hours stroking herself as she though of new ways to please her ever hard member, enjoy a small snack, and finally exhaust herself before going to sleep.

When Octavia opened her eyes that morning, she felt as though today was going to be better, at least more exciting, her twitching cock certainly told her so. Amid her usual routine, the mare felt something off, another presence in her territory. As the cellist enjoyed the quiet *schlick schlick* below her, she heard a sound by the river, the sound of somepony drinking.

Slowly, quietly Octavia trudged toward the drinking pony. In the clearing she saw a soft white coat with a cobalt tail rummaging through a sack as she stuck her rump into the air, begging to be taken. With a soft thump against her abdomen, the gray mare knew what she had to do.

Crouching down until her cock rubbed against both the fur on her belly and the coarse grass below, the earth pony slunk in behind the mare, noticing the pink slit just below her tail. Octavia gulped as her heart raced, and a fresh dollop of precum poured out of the tip of her cock. Giving a lurch forward, the gray pony jumped on top of the alabaster mare, shoving her head inside of the knapsack. The mare kicked and thrashed attempting to throw the gray mare off, but the victm was a unicorn, and Octavia was an earth pony. The gray mare won after a brief struggle.

Pushing down on the other mare's thighs, the engorged earth pony was able to open the passage she so greatly desired. With a giggle, Octavia pressed the flared head of her massive member against the lower lips of the mare below her. The white pony yelped as she realized what was going to happen. Harder and faster the mare bucked, attempting to toss Octavia off. This only seemed to excite her rigid penis even more.

"Hold still," the gray earth pony whispered as she slowly, painfully slid her throbbing member as far inside the mare as she could. The unicorn cried and pleaded as Octavia's precum began to pump inside of the hot soft mare, lubing her up for more of the cellist's length. Thrusting her hips forward, the gray mare felt the unicorn's vagina clench and tighten as it began to produce lube of its own. The earth pony moaned and shuddered as she bottomed out. Octavia thrust her hips forward again and again, eliciting cries of pain and pleasure from the pinned mare. Soon enough she stopped struggling and began moaning to herself. Slowly a familiar pressure began to build at the base of her cock. Grinning wildly, the gray mare slowly and deliberately pulled her length from between the lips unicorn's vagina. With a soft pop, the head of Octavia's penis pulled free, glistening in pre and feminine juices. The mare beneath her groaned.

"Please put it back in," she panted.

The earth pony simply ran the head of her penis across the mare's vagina, teasing her incessantly.

"Stop teasing me," the mare pleaded.

"B-beg for it," what small part of the gray mare remained, felt appalled at the words, but the other overpowering side reveled in it.

"N-never," the alabaster pony grunted as a glow came from within the knapsack. Immediately Octavia felt an aura around her hips, and with a sudden thrust she was pulled back into the lips of unicorn mare. Now it was the earth pony's turn to fight back, but try as she might, she too gave into the feelings of ecstasy.

As her hips thrusted of their own accord, the rational side of the cellist could see the absurdity of the situation. The attacker had become the victim. The unicorn cried out as she climaxed, muscles in her pussy clenched as her body attempted to milk the earth pony's cock. The sudden contraction of her partner sent Octavia over the edge, spilling her seed deep into the alabaster mare. Both cried out in pleasure as they tumbled into the grass, panting heavily, exhausted from the experience.

"That was amazing," the gray mare said between pants.

"You said it," her partner added.

Slowly Octavia looked over to her lover, hoping to repeat the experience in the future. When she turned, she saw not the face of a stranger wandering the forest, but that of her dearest friend. The gray mare shrieked, fumbling backwards as the rational side of her mind took full control.

"V-Vinyl?" she asked in utter disbelief.

The unicorn turned her head to the side when she heard those words.

"Octavia!?" the alabaster shouted as she scrambled to her hooves.

"Get back, don't look at me," the gray mare said as she backed up against a tree.

"Thank Celestia you're okay. I was so worried," Vinyl said as she moved closer to the earth pony who was currently shielding herself from the unicorn's gaze.

"How can you say that after what I did to you?" Tears began to fall from the corners of Octavia's eyes.

"Daring explained it to me, the same thing happened to her. She scared me when I saw her, I thought she had gone feral. After a few hours though she became herself again."

"Where is Daring now?"

"She's looking into a way of reversing this. I came here looking for you."

"Why'd you bother, just look at me," the gray pony shouted as she gestured as her flaccid cock, "I'm a monster."

"Don't say that, besides I... I kind of like it."

Her statement only made the cellist sob even harder.

"Tavi," the alabaster unicorn said softly, Octavia simply shuddered at the sound of her nickname. "I don't care what extras you've got. Even if it was a magical accident or whatever. I still love you, no matter what."

"B-but..." the cellist couldn't continue as she broke into a fit sobbing once again.

"Please stop crying. Because when you're sad, you make me sad. You know I don't like that. So please for my sake," Vinyl placed a hoof beneath Octavia's chin, and made their eyes meet, "don't cry." The DJ felt tears stream down her face as their lavender and crimson eyes locked for an eternity.

Eventually Octavia broke, and began to cry into Vinyl's shoulder.

"I'm sorry, I'm sorry, I'm sorry," the earth pony mumbled into her marefriend's ear as the unicorn let the both of them gently fall into the grass.

As Vinyl and Octavia lay in each others grasp, the gray mare smiled. She knew that somewhere deep inside of her, that she could be forever happy with the unicorn that now laid beside her.

Author's Note

I had to chop out a lot of text to make this thing fit the max word count, once it's all over, I'll toss up a full version I was mostly talking, but it helped develop Octavia's character a bit more. I kept the sex scenes pretty much unaltered. Maybe I'll even add an extra scene as Tavi and Daring double team Vinyl at the end.

Criticism is always welcome.