Author's Note

WARNING: This chapter contains graphic descriptions and foalcon.

Don't read beyond this point if you're gonna get all mad about it.

Chapter 3

Scootaloo slowly rode her scooter back to her house after leaving Mason at Twilight's house with Rainbow Dash. She didn't know what was going to happen to him but at least for now, it looked like Twilight and her friends knew what to do. She didn't want to be around anypony after learning that Mason could die, she just wanted to be alone.

Inside her, all kinds of feelings and emotions were at war with each other. She didn't know why she was so fixated on Mason. He was a human, after all.. Not a pony. The conversation they had together and that moment when he reached out and stroked her mane kept replaying in her mind over and over. No pony had ever made her feel that way before... like she was somepony who could be loved.

The kiss was what really had her screwed up. She knew now that Mason was feeling overwhelmed by magic and that's why he was acting so funny... but in her mind she thought that if Mason was happy and kissing her, didn't it mean that he wanted to do that all along?? Rainbow Dash also hadn't said anything to anypony about the kiss. She didn't know if that meant Rainbow didn't see it happen, or was just keeping quiet about it. Her two friends also didn't mention it, although they both clearly saw it happen.

She approached her house the lights were off, as usual. No one home again, she thought. Since her older brother wandered off into the Ever Free Forrest never to be seen again, her parents spent all their time off somewhere. They never told her where they were, but when they did come home... they pretended like she didn't exist. Opening the door, she discarded her belongings and immediately went to her room.

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"...In fact, what in the buck are we standing here for, lets get this show on the road!!" Rainbow Dash said hovering slightly above her friends who were gathered around the prone form of the human in Twilight Sparkle's library. Being her nature to take action, she was reaching the end of her patience with this conversation.

When she had landed at the Cutie Mark Crusaders tree house earlier, she wasn't quite sure what she was looking at. There was a creature with the funniest looking hooves clutching her little friend Scootaloo. Because she was approaching from it's back, she couldn't tell what it looked like until it turned around. Whatever this thing was, it had the strangest looking muzzle she'd ever seen and back legs so long that she wondered how it walked. No sooner had she landed and it turned towards her, the thing's (she now knew it was a human and had a name of Mason) eyes had rolled up in it's head and it had gone to sleep. Rainbow Dash had asked "What have you fillies gotten into? What IS this thing?"

Apple Bloom answered her, knowing that Rainbow Dash could help them somehow. "We found Mason in our tree house after we got back from our crusaidin' this afternoon... he was just layin' there... like he was sleepin'. He seemed like he didn't know what was goin' on and needed some help so we left and got him some clothes and when we got back... he came outside and... and well... " the little pony trailed off, glancing at Scootaloo who had now untangled herself from Mason's limp arms and rejoined her friends. She had a funny look on her face, like she was about to cry, laugh and die all at the same time.

"What's this Mason thing... Did he hurt you fillies?" The blue pony asked.

"He's a human, and no... he's nice!" Scootaloo said defensively.

"Woah" Rainbow dash said to Scootaloo, coming to a halt and fixing her eyes firmly on the little orange pony. "How do you know he's nice, Scoots?"

"'Cause I stayed with him when Apple Bloom and Sweetie Belle ran out to get stuff. We... we talked alot an he's really nice an doesn't know where he is. He's lost... and... and... he needs help!" Scootaloo's voice cracked on the last word, betraying how urgent she felt. Sweetie and Apple both looked at Scootaloo, surprised at her emotion.

"You sure about that, I mean... I don't want to help some weird thing and have it turn out to be some monster. You don't know what this thing is. At least now..." Rainbow Dash gave a prod at Mason's limp arm with her fore hoof. "It's totally out cold!"

"You have to help him Rainbow... please!" Scootaloo pleaded with her winged friend. Apple Bloom and Sweetie Belle remained mute, looking back and forth between the two pegasi.

Rainbow Dash gave the smaller pony a hard look before turning her eyes to the still human form nearby. Man... she thought to herself.. what in cloudsdale WAS the thing wearing anyways?! It looks like a colorblind pony made it. But, she was loyal to the end. If her friend was asking for help, she was gonna do her best.

"Help him? I don't even know what's wrong with him! This sounds like a job for Twilight if I ever heard one! You three get your tails over to Twilight's house"

The athletic blue pegasus scooped up the limp form of the human and got him settled on her back in between her wings. He was big, probably would be taller than her by a head at least if he was up on those two stilts she imagined were his only legs. She remembered that Dischord also could walk on two legs, she hoped that didn't mean anything.

After testing the weight, she narrowed her eyes and made a silent challenge to herself that she could make it to Twilight's house from here just as fast as if this load wasn't on her back. Tensing first, she jumped into the air, her strong wings easily lifting both of them and in a moment she was gone.

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Twilight had given up on trying to find a book and had flopped down on her belly, legs splayed, in exhaustion outside in the cooling afternoon air when she spied Rainbow Dash approaching at what seemed to be just below sonic rainboom speed. As she got closer, she could make out something on her back. And within seconds, the alicorn was on her feet with the realization that in her moment of complete despair, her friend was bringing her exactly what she was looking for. The HUMAN!

"Is that what I think it is?!!!" Twilight asked as Rainbow Dash landed heavily just in front of her. She could just make out a tangled mop of dark curly hair against the back of Rainbow Dash's strong neck, the long legs and limp hands. They looked just like they did in the book she read all about humans and their world in.

"Wait.. you know about this thing already?" Rainbow asked, getting fed up with not knowing what the hay was going on around here these days.

"Never mind that, Rainbow Dash, get it inside quickly. We HAVE to act fast, tell me everything that happened!"

"Hey, I thought I WAS acting here!" the sky blue pony said with genuine insult.

"SPPIIIIIIIIKKKEEE" Twilight called out to her companion, not noticing Dash's hurt tone as she turned and ran back inside. "Go get our friends... we need to use The Elements of Harmony!"

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The three fillies made it to Twilight's house just as the last pony, Fluttershy, was arriving from spike's urgent summons. They had piled onto Scootaloo's two wheeled scooter and the small pegasus used her wings and rear hoof to propel them swiftly into Ponyville. Inside, they saw that Mason was on his back laying in the middle of the library floor with all the ponies in the elements of harmony gathered around. Most of them looking at Mason with apprehension, unsure if they even wanted to be in the same room with the creature.

"Apple Bloom!" her older sister Applejack cried out at the young fillies appearance.

"Sweeite!" Rarity did likewise spying her little sister as well.

Both sets of sisters ran to each other and embraced, all thankful to be together. Scootaloo remained where she was for a moment, her ears drooping slightly knowing that regardless of Rainbow Dash's promise to her to be her big sister, it just wasn't the same. Even at times like this, it made the little filly feel lonely inside. Sighing, she trotted over to stand next to Rainbow, who was already talking.

"Ok, we're all here now. So can you Puh-LEASE tell us what's going on and what this human thing is!!"

Twilight recounted the story to her friends, telling them about the book she found, the magic portal she had opened and subsequently lost control of and how she knew a human had come into Equestria. She asked one of the fillies to talk about what happened and Apple Bloom told their experience. Scootaloo was thankful for the omissions about her and Mason but was embarrassed when Twilight spoke directly to her.

"Scootaloo, you spent time alone with the human. Did anything happen?" she asked. All eyes in the room focused on her.

"We just, you know... talked." she started, staring at her hooves. "He told me that he was at school outside and saw some glowing thing in a shed and that's all he remembers. He... " she trailed off. Unsure of how much she should talk about.

"He told me that he was from a place called Earth... So I told him all about Equestria and how everypony here is like us with unicorns and pegasus and land ponies. But then.. then he started to act like.. well... like he had had too much out of the red cider barrel at Sweet Apple Acres. You know.. the one us fillies aren't supposed to drink from that Rainbow really likes?" Rainbow Dash gave a snort at this. "Anyways, when Apple Bloom and Sweetie Belle got back from making him some clothes.."

"Wait!" Rarity interrupted the small filly, turning to her little sister. "You made this abomination??" she asked Sweetie Belle, genuinely mortified that such a product could come out of her workshop... from her hooves or not.

"I think it's GREAT!" Pinky Pie hopped up and down with a huge smile on her face. "It's so colorful it looks like a party suit!!!"

"Yeah," Sweetie Belle admitted, looking sheepish and at the floor. "You were at the shop getting fabric, and he really wanted to cover himself up cause he was just in his hair and he didn't like it."

"Whatcha mean he didn't like it surgarcube?" Applejack asked. "What's wrong with goin round in yer hair? Everypony does that."

At this, all three of the little fillies balked for a moment, remembering what they had all seen. If it wasn't for Scootaloo piping up, the other ponies would have probably pressed them and found out more details.

"We thought that we might get our cutie marks if we made something for him to wear!" she said suddenly. It wasn't an outright lie. Just a small omission of details... and this sounded perfectly logical to group. They all knew how committed the three girls were to trying anything and everything to get their mark, especially now that they had all gone past the normal point in their lives where they appear.

"Ahlright, well.. I don't think it worked." Applejack shrugged. "Ya'll should just leave the clothes makin to Rarity from now on! In fact.. hadden't ya'll been down that road before?" she joked. No one followed up.

"Go on Scootaloo." Twilight pressed. "What happened after Apple Bloom and Sweetie Belle returned?"

"Well.. It just got worse! It was like he got all woozy in the head or something and then he went outside. He jumped down from the house.. and then fell down.. and then .. and then... Rainbow Dash showed up!" Scootaloo rushed to the finish, glad to be done.

"Yeah, he didn't act right when we got back." Apple Bloom added, shaking her red mane.

"Ohh the poor thing" Fluttershy spoke up at this. "It looks like his hoof here is all swollen and bruised.. I wonder if he's hurt"

Twilight then asked Rainbow Dash to continue and bring them up to where the current situation was. Once the tale was done, Twilight took over. "Alright, we have to use the elements of harmony to give the human magic. It's the only way to save him."

"Uh.. come again, Twilight?" Applejack asked with an unsure look on her face. "Why in Equestria should we give this human thing.."

"Mason! He has a name!" Scootaloo interjected.

"Yeah..." Applejack looked at Scootaloo wondering what had gotten into the little filly all of a sudden. "Why in Equestria should we give Mason magic and just what in tar-nation are we saving him from?"

"The human world isn't like Equestria at all. Magic exists in all things here, it's all around us all the time and we're magical ourselves. We're used to it's influence on us, don't you see? It's what makes this place a safe and happy world to be in most of the time. In the human world, they don't have magic.... so their world can be sad and dangerous. Being happy, friendly and full of good cheer isn't the normal state.. but the exception where he's from. All around Mason, things are working magic on him and he's overwhelmed with the emotions and happiness that the magic of Equestria brings. To us, it's just normal... but to him... it's like his brain is going to explode!!"

"Oh! Oh! I wanna be a human!!! My brain exploding from happiness sounds AMAZING!!" Pinkie Pie cheered. "Can you turn me into a human, Twilight?? Can ya? Can ya?" At this Pinky begged Twilight on her knees. Making her eyes into huge saucers.

"No Pinky.." Twilight said, chuckling in spite of the situation at her friend's antics. "Because you'll eventually die from it."

"Wait!!" Scootaloo said suddenly. "Mason is going to DIE??!!" she cried.

"You three go on upstairs now, ya hear?" Applejack said to the fillies. "You've had enough for one day of this craziness"

"No!! Tell me that Mason isn't going to DIE!!" Scootaloo yelled, her voice cracking on the last word again.

"If we use the elements of harmony to imbue Mason with magic, it SHOULD make his body used to the influence so that it isn't so foreign to him." Twilight said. "It should bring him back to normal, or at least... make it so it isn't so over whelming" Twilight told them all.

"Yeah, trust in Twilight, Scoots." Rainbow Dash said, giving the agitated orange filly a friendly elbow. "I don't even know what we're doing.. but if Twilight says it will work.. it WILL! In fact, what in the buck are we standing here for, lets get this show on the road!!

Scootaloo was overwhelmed. Tears started forming in her eyes and she could barely see out of them before saying "I think I better go home now." Without saying another word she turned and left, grabbing her discarded helmet and scooter on the way out.

"What has gotten into that filly?" Rarity said. Apple Bloom and Sweetie Belle had an idea... but neither was willing to say. The two remaining cutie mark crusaders went upstairs without a word. They heard Twilight say "Alright, lets get started" just before they closed the door.

Flopped on her bed, Scootaloo was restless. She had been home for at least and hour and the tingling sensation below her tail wasn't going away. Her mind was rapidly playing out all kinds of scenarios in her head involving Mason. Some good.. some bad.... and some that she would never dare admit to. She had only just had her first estrus a few months ago and Rainbow Dash had to be the one to explain to her what was going on, her parents were never around anyways.

Dash had explained that every month, a filly gets the urge to mate because that's just how things were. It was a sign that she was growing up and her body was ready to make foals but all of which she had already learned in mating class last year and she needed to know how to make the feeling go away. It was driving her nuts and the constant moisture leaking from under her tail was distracting and gross. Rainbow Dash had taught Scootaloo to use an icepack on her belly and told her that when she was dealing with it, she kept her mind occupied by seeing how fast she can make it from Cloudsdale to Canterlot and back.

But what she was feeling now was different than estrus. That time it had felt like a burning deep inside her belly, while this... this felt like there was an itch between her legs that needed to be scratched and it was getting worse the more she thought about it.

She rolled over on her back and propped herself up on some pillows so she could look down her belly at the spot where all this was going on. She saw that her nipples were poking out of her hair, something that usually only happened when she was cold. Normally her marehood was just a small vertical slit above her tail from this angle, but now? Now it was puffy and pooched out. The two lips on either side were swollen and glistened with moisture, slicking down the hairs so that they clung to her body, making the area slightly darker than her normal orange color.

There was also a little nub poking out near the top that usually wasn't visible. She reached down with a hoof and touched it experimentally and a lightning bolt of pleasure shot through her as she did, making the hair of her tail and mane stand on end.

"What the buck...?" she whispered to herself. Drawing her hoof back, she sniffed at the wetness she had gathered there. "Well, at least I didn't pee myself.." she said.

The smell wasn't unpleasant. It was musky and seemed to be wired to a part of her brain that made her think of Mason's colt parts all over again. She realized that this must be what she and her friends had heard about from some of the other fillies at school. Masturbating. It was supposed to be like pretending you were rutting with pony. It had never occurred to her to actually try it...

She reached down again and drew her hoof up along her slit across that nub a few times. Her eyes half closed as waves of pleasure coursed through her small orange body. Her small wings twitched and flexed underneath her involuntarily... so much so that she had to arch her back off the pillows she was propped up with to let them stretch out and get stiff.

Her hoof began to circle around the nub, sending little lightening bolts again to her whole body. "Aww man... this is g.... good..." she sighed. Her hoof dropped lower, pressing between the folds and felt the opening below was now totally soaking wet. She became aware that she felt empty down there, like a lock with no key. Scootaloo knew that this opening was where colts put their things when they rutted with you and she wanted to fill that empty space but the angle was all wrong and her hoof was too big to fit anyways. She could feel an almost feverish heat coming from there now, like a fire had been lit and it was consuming her steadily.

"Urrrghh" she moaned in frustration as the itch redoubled it's efforts at driving her mad. She brought her hoof back up and began swirling it around that nub, each time she flicked over it, her tail, back legs and wings would spasm in an uncontrollable reaction to the spark of pleasure it brought.

She thought about Mason's swollen and erect penis, and how it would fit perfectly in that empty space between her legs that she couldn't fill. Her mind pictured him behind her, gently lifting her purple tail and sliding the red smooth head of it between the wet, swollen lips of her sex and into that fiery hot tunnel. It would make her feel whole.. full.. it would scratch this terrible itch now that was consuming her as she furiously began rubbing her clit, panting and moaning as her whole body began to tense up. She could feel something ratcheting up inside her belly, and it kind of scared her. Whatever it was, it felt big... like the powerful magic that only really good unicorns and alicorns could wield. She was still a young pegasus after all... and she wasn't sure she could handle it.

The sound of her wetness became audible in the room after a few minutes of her pleasuring herself. A shlicking sound was coming with every stroke of her hoof along the lips of her soaking wet marehood as she climbed up into whatever feeling was waiting for her at the top.

"I'm really doing this...." she thought to herself as she realized she had passed the point of no return in her sexual exploration. Her back legs were now stiff and straight, her wings fully extended and rigid as she began to moan "oh... Oh.... OH...OOHHHHH." she uttered. Each "oh" accompanied by a spasm of her whole body while she focused on her little nub between her legs. Her heart was racing now, beating a passionate drum beat against her chest as her breathing became a panting rhythmic accompaniment to the Oh's that were escaping her lips. The musky smell of the wetness she was coated in down there filled her nostrils. Finally.... the dam broke.

"AHHHHHHHHghhh!" Scootaloo cried out as she felt something change in her lower belly. She had the sensation like being on the back of Rainbow Dash when she started a huge dive just before fireworks went off in her head. She was helpless as her back arched and locked, her tiny wings flexed and held straight out against the mattress under her while her back legs became two rigid poles. The only part of her still moving was her hoof that continued to rub the little bean on it's own accord. She was totally consumed by the power of her first orgasm, helpless against it. Screwing her eyes shut tight, she let out a tiny, unintelligible squeak just before her entire body unlocked and began to spasm, each convulsion sending massive waves of pleasure coursing through her tiny body as she twitched and writhed on her bed.

Scootaloo couldn't remember how long it lasted. She was unable to think of anything other than the powerful feelings controlling her body as she thrashed through her first orgasm. Eventually they subsided and her body was her own again. Her wings and back legs relaxed, her back stopped wanting to tighten up and the little nub she had been rubbing down there became to sensitive to touch. Her tail and the bed under it was soaking wet as she lay there panting, out of breath and covered in a fine sheen of sweat.

"What..... The......Buck......" she panted to the room.

(to be continued)