Author's Note

This section includes M/F Pony sexy times. There's a note in the text marking where it starts, and you can skip the rest of the chapter from that point on and not miss any of the story.

The Transformation

“I can’t believe you came back for me! I told you to seal us in!”

“Sorry, Twily. I can’t hear you over the sound of my awesomeness.”

“Oh, what am I saying? Thank you, Moony, for saving me. Again.”

“You’re welcome.”

“Uh oh!” said Twilight, seizing Moondancer’s hand.

“What? Oh dear.”

A shadow was moving towards them. It was the serving woman shadow from before, but larger now, and growing more so. Her hands were lengthening, her eyes blackening into a void. Her lamp was glowing bright with a strange orange colour.

Moondancer pointed the wand at her, but couldn’t bring herself to fire.

“Twilight, you disappoint me,” said the shadow, ranting in Entice’s voice, “You’re unworthy of my attentions–”

“Kill the light! Kill the light!” shouted Twilight.

Moondancer looked at the woman beside her, and then turned to the rapidly approaching shadow. Her own light blinked out, and a dark globe shot from her free hand to envelop the lamp. They were plunged into darkness. The sound of the shadow’s shouting was immediately silenced.

Twilight hesitantly cast her darkvision spell for each of them. They looked around. The shadow was gone.

“What happened?” whispered Moondancer.

“Phew, I’m glad that worked. Every shadow creature that Entice summoned had its own light source. You know you can’t cast a shadow if you don’t have any light.”

“Good call, Twily. Good call. Come on, let’s get out of here.”

They made their way to the surface with caution, dismissing the shadows that they ran into. It didn’t take long before Twilight and Moondancer were standing on the fresh grass in the orchard, triumphant.

Moondancer held onto Twilight’s arms, dancing amongst the trees.

“Ha ha ha! We did it! We did it! You even got the pyramid! We did it!”

Twilight couldn’t stop beaming.

Once they calmed down a little, they agreed to move back to the library. Any of Entice’s shadows that remained wouldn’t be able to pass Moondancer’s wards and it would be safe to rest there.

Back at camp, Moondancer offered Twilight her towel as temporary clothing, and Twilight did the best she could to cover herself.

“I can’t believe we pulled that off, Twilight. Good job.”

“Thanks,” she said, distractedly.

“Hey hey! Don’t look so down. We won. Entice is secure until Princess Celestia gets here. She’ll sort it all out, send her home, probably.”

“Yeah…”

“Twilight, are you okay? She’s going to be fine. Cavorting amongst the damned in no time. I bet there’s no place like Tartarus if you want to get it on… There! A smile. Come on, Twilight. We won.”

“I know. Thank you again. It’s just, well…”

“‘Losing might not be that bad’?”

“It would have been… interesting to learn the magics and lore she must know. I can’t help but feel that she could have told us so much.”

“I could see through a crack in the door, you know. And I could hear you.”

“You could?”

“Yeah. I was going to seal you in, just like you asked. But I thought that there wasn’t any harm in listening in, and watching–”

“And touching yourself?”

“‘Fingering myself’, Twilight. ‘Masturbating’ will do. Just. And, well, it was pretty hot. You were clearly digging it. But then you said that you couldn’t give in.”

“She was going to send me to get you, once I submitted to her. If I had my magic back, I don’t think you would have been able to escape.”

“So you held out for me? Thank you.”

“You’re a friend, Moony. I wasn’t going to let myself betray you.”

Twilight looked down at her hands. Moondancer leaned over and hugged Twilight tightly. Even so, she barely caught the tail of Twilight’s whisper, “…betrayed Entice…”

Moondancer cleared her throat after she released her friend.

“So,” she said, “We have a day before we get rescued, right?”

Twilight nodded.

“Right. You seem to be in the dumps. You need a distraction. So it is definitely time to work through the rest of your list. Let me get a look at it, and see if anything catches my fancy.”

Moondancer rummaged through her pack until she turned up the now-crumpled list, and browsed through it intently, with a wrinkled brow. Twilight found the familiar fiery lust start in her, but it was muted by her distant thoughts. She waited patiently while Moondancer pondered.

“Done, can’t do that you as you have no magic, boring, done, done, boring, oh! I’ve been curious about that one. Get up. We’re going for a walk.”

Moondancer climbed to her feet, and slung her backpack over one shoulder.

“Okay. So what have you chosen?”

“No idea,” said Moondancer happily.

“You have no idea?”

“Yup. You knew, I think, but didn’t tell me. Now neither of us know what will happen. Should be fun,” Moondancer lead Twilight out of the library and into the garden.

“I’m confused.”

“Sorry. Here’s the deal. When we were distributing gear between our packs, you gave me the potions to carry, and you got the tent. Two of the potions were the energy drinks. There are two more. You wouldn’t tell me what they did. You just blushed. Considering the rest of your list, it’s either going to be extremely kinky, or remarkably boring. Or possibly both.”

Moondancer pulled the two potions out of the pack. One was deep blue, and the other a bright pink.

“Wait, we’re going to just drink some unknown potions. Doesn’t that strike you as being rather risky? We don’t know what might happen.”

“Relax, Twily. There are instructions. And the alchemist’s mark on these potions is the same as the one on the energy drinks. You have no idea how good those energy drinks are, in comparison to the usual stuff.”

“Well, since you’re on a tight budget, I suspect your ‘usual stuff’ is a bathtub batch of brew-by-night swill. So I’m not too surprised.”

“Hey, if you could get energy drinks this good on the market, I would have taken up my dad on his job offer, just so that I could afford them.”

“What, he’s offering you a job after university, and you’re saying ‘no’?”

“Absolutely. He’s just trying to control my life. I’d do waitressing first, thank you very much.”

“Moony, are you crazy? A crafting job at Silverlight must pay a LOT more than the measly tips waiters and waitresses get. And you love making stuff. You should have seen your expression when you were making that seal.”

“Freedom is important, Twily.”

“True, but you’re choosing a job you’d hate, which would pay very little money, over a job you’d enjoy that would pay more. Why?”

Moondancer sighed.

“Twily, look. My father tries to control everything I do-”

“He let you go to university, is paying your tuition, paying for your digs, right?”

“Well, yes. But that’s not the point. I can’t just take the job after– Nevermind.”

“Moony…”

“Grr. No more family talk. Instructions! There were instructions! For the potions, that is.”

“Okay, so what do the instructions say?”

“Uh,” said Moondancer, scrambling through her bag, “Ah ha!” she said, triumphantly holding aloft a scrap of paper.

“‘For fun and games for impetuous fools, be sure to follow these following rules. Discard your clothes, remain calm, and you shall not come to harm. Twilight’s drink is pink, it is true, but her mistress’ drink is blue.”

“That… does not sound like the Princess.”

“Well, whatever. Strip, Twily. Make it sexy.”

Twilight levelly held Moondancer’s gaze and dropped her towel to the grass without any ceremony. Moondancer sighed.

“Okay, I suppose I earned that. Oh well. Catch!” The pink potion soared through the air to Twilight.

Surprised, Twilight fumbled the catch, and the potion fell to the soft loam. Thankfully the sturdy bottle didn’t break. She glared at Moondancer’s unremorseful grin. Twilight sighed, opened the bottle and drank deeply.

Nothing happened to begin with. Then Twilight felt something move inside. Her hips shifted. Losing balance, she fell forward, onto her hands and knees.

“Twily!”

“I’m okay!” said Twilight, trying to make sense of the stretching sensation that washed over her body. It was almost pleasant, if deeply disconcerting.

Looking down on her arms, Twilight saw them seem to turn golden yellow. And grow thicker, and fuzzier… I’m growing yellow fur, she thought.

Her legs felt too short, uncomfortable. Acting on instinct, she rose to standing on hands and feet, and it felt fine. She was feeling quite good, until her nose grew. And grew. And stretched and flowed and grew and…

Twilight yelped, and tried to touch her muzzle with her hooves wait, where did my hands go? and lost her balance and fell onto her side.

Moondancer watched the transformation with astonishment. The astonishment turned to howls of laughter as Twilight ungainly returned to her hooves.

Twilight glared at Moondancer.

“While I– Oh! I can speak in this form. Okay, why am I horse?”

It took a great deal of effort for Moondancer to fight off her laughter enough to respond, but she managed.

“Ha ha ha! Twily! You’re– Ha ha! You’re not a horse. You’re a pony. A pretty, yellow, unicorn pony with a red mane and tail, and,” Moondancer peered at Twilight’s flank, “yup, you’ve got a shooting star cutiemark. Does that sound familiar to you?”

“Yellow– Oh Dear Celestia, I’ve turned into Golden Prancer!”

Moondancer collapsed into another fit of giggles. Twilight tried to turn her head to get a better look at herself, and ended up chasing her tail. Moondancer’s noble effort to stand up again failed, overwhelmed with laughter.

Twilight quickly gave up on her tail, and turned her focus on Moondancer, growling at her until her laughter finally died.

“Sorry, Twily. But you have to admit, this is pretty funny. You’ve turned into the star of a series of childrens’ books. Which, I hasten to add, I only know about from my familial babysitting obligations.”

Twilight tried to facehoof. Her nose was bigger than it used to be. Now Twilight’s nose stung, and Moondancer was laughing again.

“Argh! And I can’t even look at myself. Moondancer, make a mirror. I need to see me.”

“Sorry, Twily. I don’t know that spell, and it’s not as if I brought my makeup kit. Unless you want to try climbing stairs with four legs to get to the mirror in Princess Luna’s bedroom, you’re going to have to imagine what you look like.”

“Grr– Wait. The pyramid. Record me. Then I can watch the recording.”

“Oooh, good idea.”

Twilight looked at the recording of her. She looked identical to the plucky unicorn in her guilty fantasies. The effect was incredible. She stared at the image until the recording ended and the illusion winked out. Moondancer was fiddling with the pyramid when she suddenly stopped and burst into laughter again.

“Allright! So I’m a pony. It must be temporary, we just need to wait it out. –Will you please stop laughing?”

“Sorry, Twily. But I just realised what this means. It means that you somehow convinced a master alchemist to make you a couple of potions that turn people into ponies so that they can have pony sex. I would have killed to have been there for that conversation. I can’t even imagine the colour of your face.”

“Wait. ‘Pony sex’? Oh Celestia! What was I thinking?!”

Twilight slumped to the grass, and covered her head with her hooves. It took two tries: the first time she nearly impaled one hoof on her horn.

“You were thinking ‘will being in the middle of a lethal forest, at a castle that hasn’t be disturbed for a thousand years, and behind the most powerful barrier I can errect, be enough so that no-one else ever finds out?’”

Twilight groaned.

“So. This is definitely a sexy fantasy for you. So you must know who I’m going to be when I drink this thing,” said Moondancer, waving the blue potion bottle, grinning “Clue me in. Who do you ship with Golden Prancer? Glitter Flitter? Whizzbang? Glory?”

Twilight mumbled something. Moondancer wasn’t going to let her get away with that.

“Louder, Twily. Tell me, or I might let slip–”

“Firelance.”

Moondancer gaped at Twilight. Seeing her friend’s reaction, Twilight kept speaking.

“When I, uh, you know. I ship GoldenLance. So that potion–”

Moondancer laughed with joyous wonder.

“This potion is going to turn me into a man! Well, a stallion. And a baddy too! Ha ha ha! Twilight! You deviant wench! Oh, I need to record this.”

The pyramid took only a moment to set, before Twilight could voice an objection.

Moondancer stripped in record time, making no effort to be alluring. Her speed and enthusiasm was just as welcome to Twilight. Her pony body didn’t seem to find Moondancer that special, but enthusiasm and eagerness were universal.

Now naked, Moondancer popped the top off the bottle and chugged its contents. She turned to Twilight with an excited grin.

Twilight watched as Moondancer transformed in front of her eyes. Her limbs changed first, arms and legs, and then her hips. With her dancer’s grace, Moondancer was able to retain her two-legged posture longer than Twilight, which was a mixed blessing as it let Twilight watch Moondancer grow a sizeable member.

Moondancer couldn’t keep his stance for long, and fell onto his forehooves just as Twilight had. He stood proud, an Earth Pony taller than Twilight’s Unicorn Pony, with blue fur, a white mane with blue streaks, broad shoulders, and a masculine scent that threatened to drive all reason from Twilight’s mind.

Moondancer was turning his head to examine himself when Twilight couldn’t hold back any more, and cantered up to nuzzle him.

“Whoa! Hold on, Twily. Still getting used to this. And I bet you have some complex fanfic you want to play– Whooo, you smell good.”

Twilight licked Moondancer’s long neck.

“Wooh! What’s gotten into you? Mmm, you look good but smell better.”

“I think,” said Twilight, between licks, “That I’m in estrus.”

Moondancer butted Twilight’s side with his head. Twilight grunted with approval, and then turned to sniff Moondancer.

“You can do that again. Mmm.”

Moondancer bit Twilight. Twilight didn’t object, and just tried to nuzzle Moondancer some more.

Twilight was now standing with hind legs slightly apart, and tail swishing side to side with considerable agitation. Moondancer, still acting on instinct, butted her a few more times, and sniffed excitedly at her hindquarters.

Something clicked in Moondancer’s head, and he stood behind the panting mare, reared up, and mounted her.

Twilight shouted her approval.

Acting on instinct, Moondancer rutted Twilight, and it felt great. He forgot himself, lost in the needs of the moment, allowing animal lust to overwhelm him. The thoughts and feelings were irresistible, and he saw no need to try to hold back.

It seemed to be over in an instant. Moondancer came, and came, and kept on coming. Twilight clenched tight and let loose a high-pitched squeal of joy.

They held their position, with Moondancer’s legs trembling, for a moment, before Moondancer backed away and fell onto all four hooves.

They returned to human form very quickly afterwards.