I had been laying in bed for at least a few hours watching My Little Pony. Since Matt had left me gagged, handcuffed, and tied to the bed I didn’t really have a choice.

Though as I watched I began to get sentimental. I could remember having lived all these things I was seeing on the T.V. I missed my friends. Pinkie, who would make a special batch of muffins when I delivered her mail. Lyra and Bon Bon, who always greeted me so warmly. Even my co-worker at the Ponyville post office.

At one point I found myself crying, but I couldn’t remember why. I looked around and felt a sense that something important was missing. It was frustrating that it was on the tip of my tongue yet I couldn’t recall what I’d just been thinking about.

I sighed and rolled my jaw around a little against the ball gag, trying to keep some of the muscles loose. It didn’t hurt so much now that my jaw had finished forming. Wondering what else had formed, I looked down to examine my legs.

Where I’d once been handcuffed at the wrists, I now had the thick tops of my hooves and my lower legs. The metal was pinching and digging into the skin, and as I moved my hooves I realized they felt a bit numb. I wasn’t sure if that was supposed to happen on a pony, but I doubted numb is ever a good thing.

Glancing down at my legs I saw the rope that had been holding me down to the bed. Where my wrists had actually gotten a little larger as hooves formed, my legs had gotten much smaller. My large thighs and calves were replaced by the sleek, slender curves of pony legs. The ropes had fallen off at some point while I was watching the cartoon.

Before I could get too excited a wave of cramping hit my stomach as it rumbled, the large batch of muffins now well on their way to being fully digested. The bones of my back tensed up and I felt like I’d thrown my back out. I screamed loudly and went limp on the bed; it hurt to even breathe.

I began crying as one of the final changes began to happen to me. My very spine, ribs, and muscles had to reshape themselves as well. With so many organs in the mix, and so many conflicting muscles tugging on all the nearby bones, the pain was excruciating.

I started to get dizzy as I screamed and tried to gulp down fresh air. At this point my entire back and abdomen were on fire. Worst of all, my shoulder blades felt like they’d been hit by a baseball bat and shattered into pieces. I tried to turn my neck to see, because I could swear I was bleeding. However, turning my neck caused another debilitating pain to shoot down my spine, and I passed out.

I woke up drenched in sweat, the entire bed smelling like hay and muffins, oddly enough. It took me a moment to recall what had happened. With a whimper, I moved ever so slowly to see if my back was still hurt.

Mercifully, whatever changes had been happening to my chest and stomach were done. I was able to move my neck freely and see my legs. They nearly matched my arms now, and all four stuck out from my body. I moved them around as much as the cuffs would allow, and realized aside from a few muscles that still looked out of place, they were for all intents and purposes pony legs.

The Television had turned off, and I realized Matt would likely be back soon. He’d said something about six hours of cartoons, so if I wanted to take a shot at escape, it’d have to be now.

I gulped and stood up on the bed, my legs wobbling as I struggled to get used to these pony legs. They still felt so wrong, like what I was feeling and what my brain expected to feel were entirely different.

It only took one small step forward for me to fall over, landing on my side. Frustrated, I kicked my hoof at the wall, making a loud bang. I froze for a moment worried someone might have heard, then realized I wanted someone to hear. Our room was on the corner of the dorm, however, so I’d have to get into the kitchen to bang on the neighbor’s wall.

Getting back to my hooves took a lot of effort, but I tried to use my forelegs as a single leg to balance on while I moved my back legs forward a few inches. Then, I’d move my forelegs in a small hop forward. This worked pretty well, if not awkwardly.

Then I noticed a strange sensation as I waved my legs to keep my balance. I looked down and saw my legs were perfectly still, yet I could still feel something moving at the shoulder. I twisted my neck back to look and saw two thin appendages, more like fleshy tree branches than a limb, waving in the air. There were fine hairs and perhaps something akin to a feather, but the site of the veins on it pulsing as my heart beat was too much.

I screamed into the gag again, falling right off the side of the bed and onto my side, knocking the wind out of me. I panted heavily as I tried to recover, and even started to inch towards the door. As I did, I looked up at the doorknob.

My first, and last, obstacle was a doorknob. A single rounded device, and I could think of no way to open it. I couldn’t reach it unless I was on my back legs, but my hooves weren’t very flexible and they were cuffed together. I considered my mouth, but it was gagged. Perhaps a headstand and using my back legs would have worked, though I’d rather try to kick it down.

Then there were always my wings. I looked back, the word still sounding wrong to my mind. How could something so ugly be wings? Yet I knew it could be nothing else. Fully molted, but the feathers would grow in soon enough. I recalled a case of the feather flu in Ponyville, and figured this wasn’t any worse than that was.

I got to my legs and began to hobble towards the door again. I stood up on my hind legs and fell forward, now leaning against the door, and tried to stretch my hooves up to reach it.

I heard a lock unlatch and froze. Footsteps headed across the floor and my ears swiveled forward to find the source. It could only be one person, but there wasn’t any time left to hide.

“Damn it!” There was a loud thud, like a backpack thrown against the wall, causing me to flinch. “He gave me a D-?! Gah, I can’t believe it!”

The door to my room unlocked next, some manner of latch having been installed on the outside, and the door swung open.

I mumbled as I fell onto my back and felt a jolt of pain in my newly-formed wings. As I blinked and looked up at Matt I felt a hand around my throat.

“You tried to escape?!” Matt lifted me with easy and flung me at the wall.

I felt my back hit the wall with a loud thud, then my head whipped back and hit. A second later I landed on the bed, and curled up into a ball, crying.

I flinched as something stroked my side, and closed my eyes tighter. The petting continued as I sobbed and after a while, it became calming. My back still hurt but I felt a lot better now.

“I’m sorry, Derpy, I had a bad day… but look at you! I didn’t realize force feeding you so many muffins would speed it up so much.” I felt his hand scratch behind my ears and he pulled his fingers through my mane. It felt good as he did this a few times, then moved down my back to straighten out my tail.

After a moment his hand slid between my hind legs, causing me to jolt in shock. “Mmpgghhh!” The handcuffs rattled a bit as I pushed my forelegs out.

“Oh, those look awfully tight. Hold on.” Matt got off the bed and went to get something.

I sat up on the bed as I watched him leave the room. I knew he was up to something bad, but a sudden headache caused me to rub my head with my bound forelegs. There was something wrong with me, as it was getting hard to think clearly.

My ears perked and turned towards the door as I heard Matt come back in, and my eyes lit up.

“Oh, someone is happy to see me? That’s a nice change of pace,” he muttered. I felt my tail wagging on the bed as Matt sat down next to me, and slid a collar around my neck. I didn’t get a good look but it appeared leather and, like the gag, had a small padlock to keep it on.

Next he clipped a leash to it, and tied it to the headboard on my bed. At long last the cuffs were removed from my forelegs, and they began to tingle as they got proper circulation again. I sighed and relaxed on the bed, then rolled on my belly to stretch my forelegs in front of me and my hind legs behind me.

“Good girl,” Matt said. He rubbed my back just below the wings. “Though I better bring you more muffins to finish growing those wings.”

He got up and left, giving me time to sit up and examine the leash. The knot in the leash barely budged as I poked at it with my hooves. I definitely wouldn’t be tying knots ever again, though I realized with a good pair of saddlebags I’d never need to tie a rope anyway.

Matt walked in while I was sitting there trying to make sense of my conflicting thoughts. Luckily, most of them had cleared out, leaving me with a good view of the window and thoughts of escape. Once my wings finished, I could open it and fly out to freedom. I glanced away from the window, hoping Matt hadn’t noticed me staring at it.

He sat down with another bowl of muffins. “Going to eat these on your own or do I need to help?”

“Mmmphh mmm mphhh.” I glared at him, the gag still strapped into my mouth.

“Oh, that would make it difficult.” He laughed and reached into his pocket, pulling out a key. After he unlocked and removed the gag, I spent a minute sitting there rubbing my sore jaw. “Feeling better?”

I didn’t answer, instead looking at the muffins and thinking. Either way I was going to have to eat them, he was almost twice my size now. However, eating so many this morning had accelerated the effects and I worried what might happen if I ate yet another full bowl.

“Yes, I’ll eat them… but it hurts to eat so many, can’t I just eat half? Aren’t I good enough for you yet?” I looked up at him, frowning and quivering my lip a little.

“Aw.” He reached out and ruffled my mane. “Yeah, half is fine, sweetie.”

I shivered head to hoof as he complimented me, knowing his mood could turn violent at the drop of a hat. I reached into the bowl in front of me and lifted up a muffin. For a moment I just held it there, turning it around in my hoof. My hoof was just flexible enough to cup around it gently, and it almost felt like a small bit of suction from the soft flesh inside my hoof was holding it there. It was truly odd to be holding it without fingers. Matt cleared his throat, and I started to eat.

Matt had bought fresh muffins, or received another shipment. I could tell by the freshness they couldn’t be more than a week old. As I ate them I could tell some other things too, like how much flour or sugar were in them, or what type of eggs were used. There was a science to making a good muffin and a true connoisseur could determine anything from how ripe the berries were to whether cane or processed sugar was used.

By the time I felt full, two-thirds of the bowl was gone. I looked at him and offered an apologetic grin. “I, uh, guess I was hungry.” I felt something in my eye and blinked, shaking my head a little. My vision had gone blurry again which was rather annoying. It took me a few seconds for things to return to normal, though the world still seemed slightly skewed to one side.

“Mmmhmm, you look almost perfect. Mane is almost the right length, feathers should grow in last, and probably less than half a foot left to shrink. All like the instructions said, which means…” Matt reached forward and slid his hand between my hind legs, brushing against my newly formed mound.

“Gah!” I pushed back, heart racing.

“Something wrong?”

“I… I don’t know…” I gulped and looked at him. Part of me had found the touch wrong, screaming that Matt couldn’t do this. Yet another part wanted me to lay back and relax, to let him have his way with me. Once again I found myself frustrated as I argued with my own mind over what to do.

“Shh, just relax and let it happen. It’ll make the change so much easier.”

Matt climbed over me and gently pushed me back against the sheets. With his arms he was easily able to pull my forelegs to the sides of my body, and push my hind legs down. Using his legs, he was able to keep my hind legs stretched out by leaning gently against them. Next he started to scratch under my chin.

Something about those fingers felt amazing and the way the five fingernails would trace paths across my skin, scratching an itch I didn’t even know I had. It truly was easier to just let it happen, and an occasional twitch was the only sign of my old mind fighting back.

“Good pony, Derpy.” Matt continued to explore my new body with his hand, and I heard the sound of a zipper. He was still rubbing my chest with one hand when I felt him gently lay down on me. He then squeezed the flesh around my nipples, which I had long forgotten about. I couldn’t tell but they seemed to be slightly bigger.

I made a mental note to examine myself later before trying to escape again but quickly lost my train of thought as something brushed against my developing mound. “Oh yeah,” I moaned.

Matt slid his member against me, letting it brush along the outside of my lips and tease my new anatomy. He slid his arms under my forelegs , then upwards to support his weight. The result was hooking my forelegs to his arm, leaving me in a nearly spread-eagle position beneath his body. I tried to tug my forelegs to a more natural position but his strength easily outmatched mine.

As he rubbed his groin against mine it became harder and harder to focus. All I could picture was his dick as it brushed the two folds of loose skin. Where my dick had once been, a small nub had receded behind the folds. The pressure from him rubbing up against it was causing a strange new sensation of moisture between my legs—and of a deep need to be filled by him.

“Uh… it…” I lost my train of thought as the last of my resistance faded. I felt right.

Matt pulled back and lined his member up, slowly pushing the tip against my feminine lips. He began to part the damp folds as he pushed forward, and a deep moan emanated from my chest.

As his cock entered the deeper parts of my vagina it hit a wall, one which Matt was able to burst through easily. The jolt of searing pain caused me to scream, a girly voice overtaking my masculine one.

“Shut up, bitch!” Matt shoved his hand into my mouth, wrapping his thumb under my jaw and forcing my head into the bed. With his strong grip on my mandible, he forced me to stay silent as his fingers gagged me and his strong muscles pinned my jaw painfully against my neck.

Yet the pain didn’t stop. As he pulled out and pushed back in, it still felt like much too tight a fit. I recalled this morning, when my new pussy was only an inch deep. It likely wasn’t fully formed yet, it must have been too tight. I tried to cry out in pain, to warn him and beg for mercy, but all that came out was gurgling as I struggled to swallow my saliva.

“God… you’re so tight, umph!” Matt pushed down with all his weight, forcing the entry he sought inside me.

I began to thrash in addition to screaming. He had left a foreleg free so I swung it towards his head, finally connecting on the third try. There was a snapping sound as it hit his skull, but it barely fazed him.

He leaned down, putting more weight on his arm. I felt like my jaw was going to snap clean off, and my heart raced as the flow of air to my lungs was reduced to a trickle. I felt my eyes bulge out a little, and my mind became clear of its earlier fog. Gone were the thoughts of Derpy or ponies, and instead I was surrounded by sheer terror, of my life as Derek being ripped away from me.

“Bitch!” Matt took a deep breath, then buried his cock in me completely, his hips hitting mine. “Gah, that’s better.”

I could do little but cry and squirm as my vision blacked out, and he continued to pound me relentlessly. He was making the sounds of a man truly enjoying themselves, and all I could do was wish for death.

And as I blacked out, his broken little fuck-toy, I honestly hoped I never woke up.

Author's Note

I'm back from hiatus and a bit rusty, not to mention waiting for my editors to return. So for now, I hope you enjoyed and that my self-editing got rid of the really embarrassing mistakes.