The sun was bright as usual, the strong lighted descended upon the town of Ponyville with its celestial waves, in the orchard Leo was feeling it despite having skin to protect him he was feeling a bit fatigued from the extended hard labor of picking apples that would not be nocked down by Applejacks powerful kick. He couldn't help but steal a few glances when she kicked, her hips, her torso twisting with the force of her kick as her breasts bounced from the action. He always managed to snap out of his trance before her little sister caught him, or worse.

The muscular beefcake known as Big Mac.

He was scary before as a stallion but he was even more imposing to be around with such a huge and toned build. He seemed like he could crush a skull between his biceps and fore arms if he really wanted to so Leo made sure to watch himself.

After countless hours of climbing and picking apples Leo was beat. His body shone a shimmery bronze underneath his clothes as he lay slumped against a tree alone on his break. He stared at the tree canopy with beams of light only barely able to break through. He began to wonder about the previous subject. Why did everything change like this? From cute miniature equines to humans which all seemed to take great care of their physical health.

It made him feel different, he was a bit more distant despite the town's gratitude towards his gesture. But even so with his previous human contact being less than pleasant Leo seemed to be unintentionally acting aloof. Though not towards Fluttershy and Lyra.

Fluttershy.

The thought crept into his mind.

Leo couldn't, he just couldn't' see her the same way as he did before.

Yes she was still the same in heart and spirit.

But her body made him feel uneasy. Uneasy because of the thoughts he was having about her. He leaned his head back against the bark of the tree as the thoughts manifested in his mind.

Perverted thoughts.

He began to picture her in the nude, not only that but her white body covered in shimmering massage oil on a table with a gesturing finger.

Before his mind would make involuntary ascend to a certain part of his body he felt a cold wet hard surface on his forehead.

Leo jerked in surprise as he turned his head to see what had disturbed him from his daydream.

It was none other than the blonde girl before him with her usual smile, and in her hand stretched out to him was a cold bottle of apple cider. "Applejack! Oh shit don't' scare me like that!" Leo said with a deep breath and a shy smile.

"Sorry sugarcube, couldn't let ya dose off yet. Not when we're almost done." She handed him the beverage in hand as she sat beside him, too close for comfort. Leo tried scooting away but was halted as she wrapped her strong arm around his neck. Leo grunted as he felt more uncomfortable than he did before, what with the side of breast pressed against his arm. More so as he felt his secondary head beginning to rise. He quickly placed his cold cider soda between his legs against his crotch. Something to hide and deter the rise of his member. "Something wrong?" The blonde woman gave him a glance, noticing how he seemed to be fidgeting in place.

"Y-yeah I'm fine thanks." He said though a shy smile, one where she could clearly see was masking his lies.

"Ya know you can tell me if something is buggin ya." She pated his shoulder for comfort. He could only glance away as he seemed to doubtful to tell her anything.

"I guess...you could say I've been different since my fight with that griffon." He stared off into the distance into the trees ahead. They reminded him how he was vulnerable to that griffons stealth attacks. Yet it happened again.

He somehow became stronger than he was before, not only that but his entire arm burst in flames. How did he even do that, worse was that he killed the griffon. He took a life, and after that his life was different now that the small equines he knew took on an a human form. One that tempted his desires. But despite all that he remembered why at those times his rage triggered ten fold. It was when he saved Fluttershy.

He cared about her she was the only one that offered kindness and compassion. Even when she was a pony he still risked his life to save her. Something about her dying scared and angered him. It made his heart hurt and his stomach turn. He did it because he cared, he did it because...he might like her.

The grip on his glass bottle of cider tightened as he thought about it more. Even before when she was an actual equine he felt something for her. Something he was cared to admit to himself making him doubtful because she was a different species.

And yet now that she was in a human appearance his emotions grew. He didn't know how to feel and that created an inner storm of conflicting emotions inside him. Which is why he seemed distant from her since then, doubt driving a wedge between him and her.

"I'm not sure, I...I just...I don't know hoe to feel Applejack. Things feel different since that day. Like things had changed." More than she'll know. "I...I just feel like I'm pushing myself away from everyone, especially Flutershy and that...I..." Leo pursed his lips and closed his eyes. Tears threatening to break free.

Leo was about to continue to stutter on until he felt the arm that was around him pull him in close for an embrace, his face pressed against her bosom, his cheeks flushed red.

"What are yo--"

"Shhh, it's okay hun you don't have to say it. Ah know." She said rubbing her hand on his back for comfort.

Leo darted his tear soaked eyes in nervousness from her slight embrace. Her arm around him held strong in place as he subtly tried to pull free but to no avail.

"Applejack...please..." Leo said in a shy voice. Leo eventually stopped struggling and fell limp into her arms. She could fell how fragile he was now, despite him defeating a psychotic griffin type alone. Applejack now knew why Twilight was so fascinated by him. He's such a huge contrast to his nature, kind and gentle, yet brave, vicious even terrifying when provoked. But she was not afraid of him, she knew he's never raise a hand at any of them, save for Twilight, maybe Rarity. But the one she had noticed who he cherished, maybe even adore was Fluttershy. And with she knew Leo would be tamed as long as she was there.

Because she is the only one that truly knows his heart.

In the cottage Fluttershy was in her kitchen making a nice hot meal for herself and her tenant. She was preparing a soy meat loaf, she knew how much Leo missed red meat so she went out of her way to travel to the next town over and see if they sold any soy meat products. A bit pricey but worth it for him.

She waited as she leaned on her table staring at the oven and for the timer. Her thoughts then drifted to Leo, how he had almost died for the sake of proving himself to her species, but mostly after hearing the conversational exchange between him and the griffin type. How he reacted when it mentioned how it would kill her.

How angry...how...passionate he was when he thought harm would come to her.

Her hand was brought to her bosom as she felt her heart beat fast, feeling it flutter from seeing his animalistic rage of anything happening to her.

Her cheeks flushed red as her thoughts then drifted elsewhere, to her little secret.

Every night when she's sure Leo was asleep she'd sneak in to his bed, lay beside him and embrace him, to help him mount his fear and doubts away.

Her hand always caressing his bullet wound on his shoulder. She always traced her smooth hand across his bronze flesh, somehow it made her feel dizzy. She blushed harder in embarrassment as she remembered that one night she was in her light green tank top and her pink panties.

Her thigh draped over his made her feel so naughty.

Before her thoughts could go somewhere erotic she jolted out of her day dreaming from the alarm going off, her heart nearly jumping out of her chest.

"Oh! Oh my goodness!" She yelped in surprise as she reached for her oven mitts, opening the hatch as she pulled her soy meat loaf out. Placing it on the table the loaf had a few chopped red potatoes ringed around it with broccoli. She had her plates ready along with a pitcher of pink lemonade. On the side she prepared garlic mashed potatoes with gravy.

Everything was in place and ready for both of them. She noticed the clock was about to reach dinner time. Before she could relax she heard her front door click and open, her wings twitched a bit from the surprise. She quickly threw off her apron and sat on her seat, trying to keep her stature composed and relaxed, despite her chest rising and falling.

"Hey Fluttershy I'm hom-" Leo said as he was waling in the kitchen but stopped and stared. Not at the food splayed out on the table, but at Fluttershy's endowed pair in a smooth vertical motion.

"Leo! Welcome home, I made dinner! I checked at the next town over for a substitute ingredient for meat, I'm not sure if it's something like you had back on earth but I'm sure it'll be close enough." She said with a large smile. It seemed like she was trying to hard.

Leo stood for a moment staring at her before regaining his senses. "Uh Fluttershy, you made all this for me?" Leo asked as he tried staring at her eyes.

"Of course, I mean, you've done so much and I thought I could treat you tonight to some comfort food." She hoped she was on the mark, though meatloaf was not a dish from his nationality he decided to throw her a bone.

"Oh yeah, I had this all the time!" Leo lied smiling as he took his seat across from her.

Fluttershy cut a piece for her and him with a few red potatoes and a bit of gravy and last a glass of lemonade. Both ate quietly, and exchanged subtle glances when the other wasn't looking.

Why were the two suddenly shy? Well, FLuttershy's reason was because of her recent daydreams of both of them in the same bed, while Leo's...his was a more double trouble type of issue.

Eventually they turned to small talk, dinner passed by at a snail's pace as Fluttershy was trying hard to make the situation feel less awkward.

"Ah, that was good Fluttershy, not sure if I could eat another bite." Leo said rising from his seat about to pick up his plate.

"Oh you don't have to wash your plate Leo. I'll do it." She stood from her seat also with her plate in hand.

"Flutershy are you sure I mean I could at least wash my own plate, after all you made dinner."

"Yes but you've had a long day of work, and I don't mind, besides look how dirty you are, you need to wash that filth." She said smiling as she walked over to him taking his plate from his hand, she jolted a bit as her fingers touched his.

"Well, alright then and thanks again, I really appreciate the thought of you making me comfort food. Makes me feel good." Leo said smiling. Turning his back and heading upstairs.

She smiled back before turning herself around, heading and leaning against the sink as she slumped a bit. "How could I be so shy, I should have tried talking to him more. Ugh..." She sighed irritably as she placed her hand on her forehead. She sighed again and straightened herself out. "Okay tomorrow I'll try and be more sociable to him, it is going to be the weekend after all.

Leo sighed in relaxed relief as he exited the shower, towel around his waist and and over his neck, that past few days passed with ease, no problems of any kind after he won half of the town's acceptance. Going over to the drawer for a pair of clean boxers the mirror caught Leo's eye half way. He noticed he looked different aside from the scars his body looked different.

More toned, his body showing signs of muscle tone on his arms, chest and abdomen.

"Woah! How the hell did that happen? Huh...guess a green diet and a heavy labor job makes toned bodies." He said as he checked his body out, the scars though painful added a nice touch to them, almost...manly? He couldn't help but smile a bit, though his self admiration was cut short as he heard a knock on the door.

"Leo are you decent?" Fluttershy's voice came through the door.

"Ah! uh! Just a minute!" Leo said as he reached into the drawer for his undergarment, swiftly putting them on. "Okay you can come in."

The door opened as Fluttershy came through the threshold, she wore her pink tank top and where her green bottom pajamas would be she was just wearing yellow panties, her thighs showing their smooth plumpness. Leo quickly averted his eyes to the side of the room.

"Ah so...what's up?" He asked, his eyes meeting hers do his head still turned away from her.

"Well...tomorrow is the weekend and there's a fest tomorrow for the town's founding and I was wondering if you wanted to go together."

Leo's heart skipped a beat as his face grew red. "Together you mean--"

"Because I know you've been working so hard I thought it'd be nice if I treated you." She smiled, her gaze lowered as a blush grew on her, she fidgeted in place.

"O-oh! Uh yeah I mean if you don't mind." He chuckled nervously, feeling more embarrassed of what he thought she was asking him. Embarrassment mixed with disappointment.

Her face lit up as she smiled. "Oh that's great Leo I have a few things planned we can do together tomorrow, though I wont tell you cause I want it to be a surprise." She winked at him raising her index finger.

Everything she kept doing made his heart race.

"Oh okay, I look forward to it." He tried giving her a soft smile, keeping his eyes on hers as not to stare down south.

Both gave their good nights as Fluttershy left his room, soon entering her's she closed the door behind her, later leaning against it. Her thought were swimming as she contemplated on their day tomorrow. Time with Leo just both of them, why was she feeling so flustered, so flushed. He hasn't looked the same ever since the fight with the griffon. He doesn't look as timid and his body has certainly toned quite a bit. She began to wonder if she should check on him tonight to see if he needed any comfort. 'That's right comfort...' She thought as her hand rested on the door's surface, clenching her fingers in place. Eventually she sighed and shook her head. "No I can't, It's wrong that I do something like that as he sleep. Besides, he seems more self reliant." She drew herself away from her door, waling over to her bed and getting underneath her covers, lying face down as she stared at her night stand in the dark of her room. "I...I can't be feeling like this, I shouldn't. Should I?" She pondered her thoughts over and over again until her eyes became droopy and her mind numb which eventually drifted her into a sound slumber.

The night sailed gently as the dim moon light loomed over Fluttershy. Breathing softly as the air escaped her lips. She was then awakened by the sound of her door clicking and creaking open. 'Huh? Who's there?' She thought as she did not moved but tried seeing who it was bu turning her eye as best she could.

A dark figure stood at her door way, staring at her from the door, her hear raced in fear as she stared at a possible intruder. The figure entered her domain and closed the door behind him. His foot steps silent but his presence loud. The figure climbed on her bed as he felt his weight in her mattress.

She let out a silent whimper as her eyes began to water, she could try calling out to Leo but would he reach her in time?

She then felt this figure pull the blanket off her gently. She hugged her pillow tight as the intruder would soon be revealed by the moon light on her.

He straddled her, his identity now known.

Her eyes shot wide open at the sight.

It was Leo!

And he wasn't wearing his boxers, he was full on naked on top her. She hugged her pillow more as her wings began to involuntary rise.

'L-Leo what're you doing?' She said in thought as though if he could hear her.

Leo just stared at her rump, he then proceeded as he slipped his fingers under the waist band and pulled them off leaving her exposed. She silently gasped as she bit her pillow to repress any noise.

She stared at what he was about to do next, feeling a fleshy pole between her legs, her eyes wide as she bit her pillow hard, her face red as Applajcks apples.

She felt her walls reluctantly give way to the intruder inside her as she tried her best not to scream.

Feeling his pelvis contact with her butt, jiggling a bit she felt him retract then thrust into her again, this cycle was repeated as her wings were now erect and there was much drool on her pillow.

"I know you're awake Fluttershy." Leo said. Her eyes shot wide open as her wings flapped in place, causing a gust of wind to sway a few objects in the living room.

"L-Leo...! Wh-why are you--" Before she could finish she felt Leo's hand around her neck, bringer her up to him as her back was against his chest. She gasped as Leo pumped into her faster, her moans came choked out, staring at the ceiling with ecstasy. She then felt Leo thrust his face into her neck with her hair in between. He took a big smell at her as Fluttershy moaned louder at how lewd his actions were.

He released her neck and both of his hands reached for her tank top, ripping it apart as he breasts splayed out freely, her pink nipples erect.

"Ah Leo! I! I! I had no idea you--"

"Yes you did! I see the way you look at me and the way you act around me. You fucking wanted this!" He said growling as he groped her breasts earning a louder moan, leaning against him more as he tweaked her sensitive nipples.

"Ah Clelestia! Yes! Yes I wanted this for quite sometime! I...uh! ah! Just didn't think you wanted to be with someone outside your species!" She yelled through ecstasy moans as her hand caressed his black hair.

"Well then..." He stopped thrusting as he grabbed her chin and turned her to face him. He piercing brown eyes meeting her wide aqua colored orbs. "...let's explore that together."

Not letting her reply he thrust his mouth to hers, she muffled in surprise before pressing back into the amorous kiss, closing her eyes as she gave herself in to him and into the night.

Luna's ethereal form loomed over Fluttershy as he hugged her pillow with a smile on her face, a bit of drool trailing down her mouth.

"So, Fluttershy carries romantic affection for this ape more than she knew." She said her arms crossed as she examined her, she swiped her hand in the air as she transcended to Leo. Watching him laying in bed splayed out as he snored, his hand over his head.

"I fail to see why she finds him...attractive." She said ignoring his new body features. "But I do see why Twilight finds him interesting, especially as she reported him getting stronger. And that's after every near death fight." She hummed in thought as her hair blew in the none existent wind.

"Prepare yourself ape, as we have arrived back to our homeland and we shall see if either Flutterhy's claim of you is correct, or if Twilight's statements hold true." She said to him as her form slowly vanished from the air.

Author's Note