"I hope I don't end up looking ugly if it bases some of it on my personality."

Ryan had been pacing, contemplating the ins and outs of how the spell might change him on what Luna had told him.

"There still might be a chance I could be a pegasus, their not entirely sure I COULDN'T be one. I mean being strong is fine but flying? That would be AMAZING! To touch the clouds, shape them, changing the weather?! A unicorn couldn't do that I bet."

He stopped his pacing.

"....I shouldn't get too excited, I have to take what I get. I need to hope that I can become anything other than a mass of goo."

He began to pace again.

"I forgot about that tidbit, but I should be alright. I mean I have the rulers of the country coming to help. What do I have to be worried about?"

("The possibility that you'll be flubber.")

"OH WHO ASKED YOU ANYWAY?!"

Ryan fell on to his back with his arms spread out flopping harmlessly on the ground.

"...It's a good thing this ground is as soft or hard as I want it."

It's true that he could manipulate the solidity of the floor as he pleases. He discovered this when as he had first started pacing, he tripped over himself and instead of the hard floor that he had been on this whole time he was met with a soft padding like feeling. It seemed to be the one thing he could control in this empty dream of his.

"I don't get why, but there's no point in complaining."

"That you would let your dreams be so void for such simple compensation is quite confusing Ryan."

"ACK!"

Ryan quickly sat up, turning around to come face to chest with Luna. Looking up he saw her tiring to hold back a laugh.

"Jesus Luna, I was ready to punch you. How did you get here without making any noise?"

Having been able to suppress her laughter, Luna sat next to Ryan.

"Like I had told you yesterday, with practice I can enter your dreams with greater ease regardless of your natural resistance."

"Oh right. So is it time then?"

Luna's face grew serious.

"Yes it is. I will awaken you and the doctors will move you to where we will cast the spell. We believe it will take the greater half the day to complete, and that is if there are no complications."

"Okay....It'll hurt won't it? The transformation?"

"I regret to say that it will. Dreadfully so."

Neither said a thing for a moment.

"I must ask one more time, are you sure that you want to go through with this?"

Luna's stare bore into him.

"I'm sure. No doubts, no looking back. Time to start a new life."

Her face softened before she talked.

"Then I will tell them to begin. I will wake you after a few minutes, so be prepared."

"Right, but before you go can I ask one last question."

"Ryan?"

".....We are friends right?"

"Friends? But of course we are Ryan! After all of our conversations what would make you ask such a question?"

Ryan was looking at the ground.

"I just wanted to be sure that I would have someone by my side when this was all said and done. I wasn't sure we could be friends in such a short time. I know you said we are but.....I just wanted you to say it again. It really does make me feel better."

"Ryan, look at me."

He did so.

"If it takes longer to be friends then I will enjoy spending it to become yours. And I will gladly spend that time helping you when you have become one of my little ponies."

Ryan smiled, Luna returned it in kind but stood right after.

"Now if there is nothing else?"

He shook his head no.

"Then I will inform them to begin. Be ready to awaken."

"I will, and thank you."

Luna just smiled at him again before disappearing.

"....So no more black void huh. I can't wait to be able to see something other than black again."

The white light was there again, faster than before.

"Alright, time to pony up."

He had just enough time to groan at his joke before the light took him.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The pain from before took him as he came to but this time he had been prepared and was able to brace for it. He found it even harder to breath than before, barely getting in and out tight rasps of air.

("Still feels like Neptune's been sitting on me for a week and that straw's been replaced with a needle.")

He was quiet has he tried to process what was happening around him.

"Come on ponies, he's losing more time the more we waste it! Remember, operating room number five!"

"Right." "RIGHT." "Yes, Right"

The multiple replies hurt his head but he did not complain. He knew they were under a lot of pressure.

*Click, squeak, whrrrrr*

He felt the bed under him turning as the doctors and nurses worked. He listened as they spoke amongst themselves and moved him down what he thought was a hallway.

("I don't want to, but I should probably open my eyes. I need to know what's going on.")

Taking it as slowly as he could he pried open his eyes as far as they would go. His vision was the same as before, one eye almost completely shut. He saw that he had been right about being moved down a hallway, the high ceiling speeding by. Looking around as best as he could he saw to his left the back of a ponies head. She had a red-pink coat, a strawberry red mane and tail, a nurses hat, a heart with a white cross in middle on her rump, and was at the foot of his bed leading the way.

("Shes a lot shorter than Luna and Celestia. Maybe just princesses get that tall. Weird. Why does she have that tattoo on her butt...")

On his right he saw another nurse closer to the middle of his bed walking along helping push him. Her coat was a light brown and her mane and presumably tail were gray with stripes of darker gray. Her hind end was just out of sight from his curious eyes.

("Why am I trying to look at her but anyway? To see if she has a tattoo?")

The thought had just passed his mind when a cough ripped through him, sending him into convulsions, the bed shaking violently as he spasmed and hacked.

*HACK HACK GAG HACK HACK!!!*

("SHIT MY LUNGS ARE IMPLODING FUCK!!!")

"Doctor!"

"I know!"

Ryan felt something wash over him, something tiring to push into him. The convulsing lessened and his coughing let up a small bit but did not stop entirely. As what ever came over him slipped away his was able body relax on it's own.

("Shit...Forgot I was dying.....It's hard to think now.......Need to stay awake....")

All of what was left of his strength went to keeping him awake, knowing that it might be his last time if he passed out. Right above him he could see the head of a green pony with a light brown mane. He was a unicorn that had a pair of spectacles and a doctor's coat on. The doctor noticed him looking and looked down at him.

"It's good to see that you're still with us Mr.Ryan, we might have to of called off the procedure if you had passed out. You will need to keep up that resilience for now but we won't slack on our part I assure you. Blink twice if you heard me clearly."

Ryan blinked twice.

"Good, now as these are abnormal conditions this will have to be your pre-op consultation. My name is Doctor Stitch Heart, Doc Heart for short. Luna has already briefed you on what spell we will be using and how it works already correct? One blink for no by the way."

Two blinks.

"That's some time saved then, I'll tell you about who will preforming in this operation. You should already know that both princesses will be helping seeing as you are a very interesting case. I myself will be there help cast the spell along with my colleague Doctor Swell Heart. In case something happens or we need something we will have two nurses there during the procedure. On your left is Nurse White Cross, and to your right is Nurse Hope Love. Now I must warn you that you a forty to sixty percent chance of this operation succeeding."

They all stopped in front of a big set of doors with a plate over head with "Operating Room 5" written on it.

"This is your last chance. Once again this is not by any means a normal case and you have the right to stop this now before we begin. What do you want to do?"

Ryan had no idea how much this deviated from normal operating procedures, but he knew what he was getting into.

("....I've been going through this all pretty fast, but I had to.....I'm going to become something completely different and join a world I know nothing about. If I don't I die. I can't die yet.")

Ryan looked at Doc Heart.

("It will take time I know, but I can handle it. I know I can.")

He blinked twice.

"Okay, no going back now."

White Cross opened the doors and they walked in.

("Here goes everything.")

The room was completely lite from what he could see. They brought him to a stop some where near some particularity strong over head lights. Most likely above where he would be laying. Nurse Hope Love spoke for the first time.

"Okay Sir, we going to move you from the bed to another so brace yourself. On the the count of three."

Nurse White Cross flanked his other side. "Right."

"One, two, THREE!"

The yell hurt his head but he barely had time to notice as he was lifted from the bed by two pairs of hooves to what he swore was a cloud. He still hurt from where they had picked him up but this new bed was unbelievable.

"Is everything ready Doctor?"

Ryan recognized that voice but couldn't look to see her.

"Yes it is princess, we just need to get in position and we can start."

"Then let's begin. This is going to take some time and we don't have much left."

"Right your highness."

"Hold sister, I wish to speak with him before we start."

"Very well, but hurry."

He could hear them walking around getting ready to do whatever it is they going to do to get this started. One set of hooves seemed to be getting louder. They stopped right next to his bed. Luna's head came into his sight line.

"Greetings Ryan."

He blinked.

"The spell is ready to be cast. I wanted to check on your wellbeing one more time before beginning. Are you ready to start?"

Two blinks.

"A yes I believe."

She bent her head down and spoke.

"And as promised I will be there to help you when this is over."

She lifted her head up and walked away with one last parting smile.

After a bit more shuffling they got themselves settled.

"Is there anything else Doctors?"

"No your Highness." "No Princess."

"Then let us begin."

He heard a whooshing sound at four different points around him.

("I guess that them getting the spell ready. Here here to a new life and may I be happy with it.")

He closed his eyes and readied himself as best as he could for what was coming.

"On my count everypony!"

"Right!" "Right!' "Right!"

"One,"

("Here,")

"Two,"

("It,")

"THREE!"

("COMES!")

His eyes clenched and his heart jumped as something like a laser sounded off. He felt four separate blasts hit him at once, though aside from some pressure they applied on his aching body they only felt warm at the worst, and spread to cover him entirely. It was like water that was pressing down on him, holding on to him firmly. This on its own hurt greatly but he withheld his screams and let it happen, at first. When this force started to push into his body he let loose a wail of pain and did not stop. As the magic flowed grudgingly through him it felt like it was ripping him apart atom by atom, tearing through him without remorse. And it was, taking the building blocks that made him and rearranging them.

"GHAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA!!!!!"

("FUCKINSHISTAYWAKEDAMNI'MSORRYFOREVERYTHINGSHIIITSTAYAWAKE!!!")

The force being exerted on him was keeping him from moving and convulsing. He felt something start to happen were his nub was. It felt as though it was boiling. Something was growing there, painfully expanding from where his leg had been removed. Over his own screaming he heard cracking from the growing limb and a sickly bubbling.

("IT'S GOING WRONG IT'S GOING TO TURN ME INTO A MISSHAPED FREAK!!!")

The intense heat spread from there, growing along with the leg and marching on out to the rest of his body. He had exaggerated from the pain from when he had first woke up and compared it to the sun, but now he deeply regrets this as now it truly felt like he was at it's core. He could feel his body start moving unnaturally on it's own, things breaking and reforming as the sounds of cracking bone and moving skin drowned out his screams. All of his injuries disappeared as the magic worked to remake him, being closed up as his body reformed like play-doh.

*Crack, shulrs, craaack*

"DAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHGU!!!"

His new leg had formed now and was free from the heat, but it did not feel right. His knee felt backwards and he couldn't feel his toes. The room seemed to get smaller has the colors became more vivid, or at least they would have if he could see. His eyes were closed tight as the fire came to his head and made the world behind his eyelids burst into orange and red. Tears squeezed through his lids as he burned.

("DON'T PASS OUT!!!!!")

His other leg bent backwards, finally breaking only to reform to match the first one. His toes seemed to become smaller before they were gone all together. He could feel his chest and stomach tighten, crunching loudly before healing into their new shape. The bandages came loose as he shrunk laying limply around his body. His arms resounded loudly with cracking and popping as they bent the opposite way of how they were just has his legs had. He could feel his fingers stop burning as they all conformed to a single hoof. When one part was done reforming it lay limp in the magical grip. What was left by now was his head. He felt his eyes burn. He opened them to find the world a blur and that burning spread to the rest of his face. He felt the bones in his face break, push out from his head a bit, and then grow in bone to fill the empty space. This went on until it was the right length. His eyes had stopped burning and he could barely see his new muzzle in front of him. He was tired and ready to sleep as the burning and cracking stopped, but the magic still flowed around him.

*Weeze~ Weeze~*

("Fuck......I'm not....Done.....Want to sleep..........")

It seemed that the magic was passing into him easier as the next part began. The sides of his head burned. The world went quiet as his ears melted into his head to form two fleshy lumps, both moving to the top of his head. After finding their place the lumps began to form something new there, the burning intensified in accordance. He clenched his teeth and eyes as his hearing came back, everything seeming louder than before. When the fire subsided again he felt new ears where it had been.

The fire came back near the top of his bum, something growing there. It was done very soon, the new appendage quite small and was pointed. This time however the burning did not go away, but move from his tail to down lower.

("Where's it going nowwWWAAAAAAGH?!?!")

"GAH?!"

He screamed in pain and surprise as it stopped on on his privates and did not move. The burning took hold of him and his fears exploded as he tried to fight the magic holding him, even as weak as he was right now.

("No...It can't be...No..NO...NONONO!!!")

"NOOOO!" His throat burned not having used it in so long, the screaming, and the reshaping making it incredibly painful, yet he still needed to protest in spite of all this. It could be noted that there was a slight higher pitch to his voice if they were listening closely.

"Doctor, whats happening? I thought all that was left was his coat and hair." Nurse Red Cross asked.

"This is what the spell as determined that he should be, for whatever reasons. If we try to stop it now we don't know what it could do to his body. We just have to let this finish." This was Swell Heart.

With nothing else they could do they went quiet again and let the spell work.

Ryan could not stop the growing fear as his personals burned. He screamed in fear and anguish as the burning made his testicles shrink before they disappeared altogether into his body. It did not stop there, his penis shrinking away as well. The screaming went on when there was nothing left but a bare plot of skin, for the burning did not stop. A thin line appeared there, slowly the details growing in. After this the pain moved to just above his new slit and small petite mammary's grew there. The screaming turned into whimpering after a new female part had been wholly made in the place of the males, the fire alleviating.

"no....."

("I....It can't....I'm...I'm not a.......no...")

Now only a uncomfortable warmness the heat spread over him again. He felt pressure pushing from the inside out, thousands of tiny points of pain. Orange-brown fur sprouted all over him, his hair lengthening to the back of his neck and his tail fluffing out its new hair. It was the slowest of the changes as the fur evened itself out. After it was done the magic surrounding him seemed to loosen it's grip on him, the spell was ending.

She was done changing.

Almost the instant the magic had dissipated everypony was a flurry of motion. The nurses quickly but carefully helped her on her feet. The doctors came with an assortment of tools and began to examine her every which way, checking for any kind of deformities or other such problems. The princesses stood by as the doctors and nurses worked.

Ryan cried softly without hold, letting her pain be plainly known. She couldn't stop the new feelings that were coming over her, many hardly identifiable to her. The doctors worked swiftly, their magic now completely unimpeded and helping to speed by the check over. Checking every inch of her over, sometimes having to have the nurses gently help pry away her hooves so they could make sure there was absolutely no deformities. The nurses tried their best to calm her, wanting her to try and let the doctors do their work so they could be done quicker. The doctors were done soon either way and let the nurses start getting her ready to rest. Stitch Heart approached the princesses as Swell Heart went on his way, giving a short bow there way before leaving to start on some other work. Luna spoke first, eager to be sure of her friends safety.

"Doctor, is....she okay? And do know of how this could have happened to her."

Stitch Heart sighed looking to a clipboard he held in his magic.

"Mine and Swell Hearts exams show that she is perfectly healthy, nothing to be worried about for now, we will have to take some more thorough test later when she has had a chance to recover though. For now I will just schedule her for some m-rays*1. As for why he became a mare, it's a factor of the spell that nopony has figured out unfortunately. It's not the first time this has happened, but it is exceedingly rare. All we can do is let her sleep and hopefully try and find some answers later."

Celestia nodded at him.

"Very well, then we will simply have to wait until then. As for now let's keep her a secret only known to our circle, It would be best that she be introduced to the world before we introduced the world to her."

"Understood Princess." "Yes sister."

"If there is nothing else to be done for now then me and my sister should be off to rest our self's, we have spent two days from are royal duties now meaning there will be many ponies waiting to hold court with us tomorrow."

"If it would not be of too much trouble I would like to speak with her for a moment. I want to be sure she will fine until the morn."

Looking behind him Stitch Heart considered it before facing Luna again.

"As long as you keep it brief princess, she needs rest soon."

"Of course, I will not take longer than needed."

Celestia made for the door as she spoke.

"I will wait for you outside Luna, I wish to speak to you on our way to our rooms."

"Yes sister, I will be out shortly."

"I should be off myself, I need to start filling out her paper work."

With that he walked off leaving Luna with Ryan and her nurses. She approached her bed just as the nurses were walking off, stopping for a short bow her way, having completed their work. Luna stood to the side of Ryan's bed and looked down at her. She had been put into a patient gown now that she could fit into it and had the covers pulled up to under her for-legs. She was weeping openly into her pillow, curled into a tight ball not wanting to accept what has happened to her.

("It real....I really am a......a girl....a girl PONY! A MARE!!")

"Ryan, please look at me."

("This wasn't supposed to happen, I agreed to being a pony, not a GIRL!!!!")

"Ryan."

("What do I even look like? A fucking mess I'm sure.....")

"RYAN."

("I bet this is what they planned from the start. There some kind of sick horse cult with like one guy to every fifty women....")

"RYAN!"

Ryan bolted straight up, then fell back down as her new body buckled under her from exhaustion and lingering pain. She fixed Luna with a glare.

"WHAT!?!?" It still burned but she did not care.

Luna recoiled.

"I wished to try and console you before I had to leave."

The look in Ryan's eyes could have murdered. Despite the lingering pain or the deep exhaustion in her bones she, on nothing but the pure emotion she was being pumped full of, stood weakly and raised her head to look Luna as closely in the eyes as possible with tears still running down her own.

"CONSOLE ME!? How could you console me for turning me into a FUCKING MARE?!?!"

"Ryan, please lay down, you need to rest. I understand why you are upset bu-"

"I AM WAY BEYOND UPSET!! Imagine how hot the sun is, I bet I could, now think about three of them. I AM TEN TIMES AS PISSED AS THEY WOULD BE HOT!!!!"

"Ryan..."

"NO, I agreed to becoming a pony, not getting a FUCKING SEX CHANGE!!!!"

This was all Ryan could muster. She fell on her side, still glaring as hard as she could and breathing heavily. The tears did not ounce stop flowing.

"I trusted you.....I thought you were my....friend...."

Luna stood completely still before laying down next to her on the bed.

".....I know. I am so sorry for this. In the short time we came to know each other you accepted me as a friend. And I have broken the trust that comes with it."

Ryan didn't say anything.

"We truly did not know that this would happen, this was such a rare occurrence that none of us had even given it thought."

Luna laid her head down to be on eye level with Ryan.

"There will be a great many things for you to have to learn, more than any of us had thought. But I will keep my promise and be there to help you through every step. You did not fear nor shun me or any of the things that you were presented with, not ounce out casting the different for nothing more then being as such, Different."

Ryan tears ran as her face lost it's anger leaving just the sadness.

"For all your suffering and to still only so this willing acceptance, you will always have help, and my friendship."

Ryan was now weeping again. Luna pulled her close with a wing and let her cry into her chest.

*sob~* "...I'm scared. It's too much."

"That is why I will help you take it on."

"I don't know what I'm going to do...."

"I will help you find a new life here."

Ryan's tears slowed as she talked.

"...You'll really help me?"

Luna let all of her ideals slip away in the face of a friends pain as she nuzzled her cheek.

"I will, you're my friend."

She lifted her head back up. Ryan just stared at her a moment, tears making her eyes sparkle. She then laid her head on the side of Luna's chest.

"Thank you....."

Neither said anything from there, Ryan tiring to draw more comfort from the larger mare who sat patiently. Eventually Ryan gave in to her exhaustion and returned to the land of dreams, which Luna took as the opportunity to stand up. Celestia walked in at this time looking for Luna.

"Luna, I came to see what was keeping you. Is something the matter?"

Luna smiled at her.

"Nothing of concern sister, I was just comforting her until she was able to rest."

Celestia walked over to stand next to Luna, wearing a sly smile the whole time.

"It seems you really have become fast friends with this one Lulu, could perhaps something about her have captured your interest?"

Luna's face burst into color at the prospect.

"CELESTIA!"

"Ah ah, don't wake her now."

Luna let out a small "EPP!", Celestia covering her mouth with a hoof to hold back laughter.

"Ahem, anyway. That you would suggest that I would fall head over hooves for somepony that I just met, a new FRIEND I was simply giving generosity too. Hmph"

Luna turned her head away pouting with a faint blush still on her cheeks.

"Oh Lulu, I know you are more capable than to run foolhardily into something like love without a thought, but it is plain to see that you have great interest in her. I know you have promised to help her to learn how to live in our world, a greater task than at first thought, but it is more than a friendly promise, is it not?"

Luna still looked off to the side for a while before looking back to the subject of conversation.

"She was not scared of me. She so readily called me friend without hesitation. She might not know of what I did but I was still wholly new creature, yet she greeted me and was interested in getting to know me. She did not shun me for simply being different."

Celestia nuzzled her cheek knowing what memories she was thinking of.

"I understand now Luna, you do not need to go on."

Luna smiled and returned the nuzzle. Celestia broke away and turned to the door.

"For now let us rest our self's. We have work waiting us tomorrow."

"Very well, let me just do one last thing. I will not be long this time, I promise."

"As you wish Luna, I will be outside again."

With that Celestia exited the room. Luna looked back to Ryan. She bent her head down to touch the tip of her horn to her head casting a quick spell to try and help her have pleasant dreams.

"Sleep well, my little pony. My friend."

She brought her head back up and left the bed, sparing the sleeping pony one last look before closing the door behind her.

*1-The magical version of an x-ray. Magic-ray.

Author's Note

And there you go. I know by no means that it's perfect but I still feel proud that I could get this where it is now. I hope you can enjoy just as much as I enjoyed writing it. As always rate freely and fairly.