Author's Note

So there's something I want to mention before you start. Originally I wanted to post the whole thing up to the end of the 3rd chapter in one go. But as I perused around the sight, I noticed two trends that influenced me to change tactics. The first is that most stories that I've read don't exceed more than 10k+ in word count per chapter, and the second is that, personally, if a chapter has more than 9k+ word count, it's hard to read to the end. So, with that said, I hope you enjoy this Prologue, and inspires you to read on.

Prologue + Transformation

Fluttershy hummed to herself happily as she went about her small cottage, feeding the many various animals that either took shelter or refuge there, or came to call it home as she had. She hovered along as she filled one bowl after another with the various foodstuffs that each species partook of from the several bags she carried; small pellets of grains and other compressed vegetation for the hamsters, bunnies, and mice, larger pellets made from various meats and fishes for the ferrets and other like predators, and seeds for her many bird friends. Though it may have looked like a chaotic shuffling in-between feeding stations to anypony else, for Fluttershy it was just as much a routine as waking up and breathing for her, and she enjoyed every moment. Yes, it may be hard work, trying to feed so many by herself, but seeing the beaming faces of all of her animal friends had always made it all worthwhile, day after day after day.

But sometimes, running and flying around trying to feed the more needy and demanding animals would leave her little time to take in her current situation and surroundings, and often forgetting things only to remember them at the last minute. Such was the case now, as she tried to calm down a small murder of crows that decided to suddenly appear that morning and roost in one of the rafters, which she had to fly up to to each when they refused to come down.

"Now now, Mr. and Mrs. Crow," Fluttershy said softly, her sternness showing only so much through her natural timidness, "No need to be so rude. Just give me a moment, and I'll be right back with some nice, tasty, crunchy sunflower seeds for you."

The two crows cried out several irate caws, clearly sounding rather impatient, before Fluttershy gave a weak sigh and allowed herself to hover back down towards the ground and touch down. She then made her way to the nearest pantry where she kept the various forms and bags of seeds and opened it, humming a little to herself as she went down each shelf of seeds, trying to find the bag of sunflower seeds she knew she had stored there. When she finally found the bag she then reached out to pick it up, putting a little more of her strength into what she was expecting to be a heavy bag, only to nearly toss it over her shoulder when she found out how light it was. She then looked at the bag curiously before giving it a weak shake, expecting to hear some rustling of at least some seeds, but heard absolutely nothing.

"Oh dear," she muttered, opening the bag and looking inside to visually confirm that she was, in fact, flat out of sunflower seeds. She then closed the bag before turning around and flying up back to the two eagerly waiting crows, looking just the slightest bit of guilty. "Um, I'm really sorry, but I'm all out of sunflower seeds. Do you think I can I offer you some other kind of bird seed? I mean, if it's okay with you."

The two crows then began to squawk and caw angrily, letting loose a torrent of black feathers into her face as they flustered and flapped their wings haphazardly. Fluttershy managed to open her eyes through the thick layer of black feathers that covered her face, then let out a drawn out sigh, hanging her shoulders in defeat from being unable to convince them otherwise.

"Oh, okay then," she sighed, then waved off the feathery mask. She straightened herself up before looking down and hovering back down to the ground, tucking in her wings in partially as she went straight for her closet to pick up her burlap messenger bag. She tucked the empty seed bag into her burlap one, then unfurled her wings as she glided across the room to pick up her white lace sandals with a butterfly motif in the center. She quickly slipped them on, then made a mental check-list to make sure she didn't forget anything before heading towards the door. She paused just as she opened it, then turned to face the single white rabbit that sat on her couch, it's little arms crossed in a huffy manner while his foot patted the padded fabric.

"Angel, you're in charge until I come back," she said, and with that she closed the wooden door behind her before turning around and unfurling her wings fully, giving them a hard flap as she took to the air and flew towards the one friend she knew who would have a surplus of what she needed. "I just hope she isn't too busy..."

~~~~

Over at Sweet Apple Acres, Applejack and Braeburn were working their tails off as they sorted and stacked away their last haul of apples from the fields for that day, as well as variously sized sealed barrels that contained apple cider, both the regular and the hard variety which needed to brew in the warm barn to ferment.

"Hoo, whee," Applejack whooped as she wiped away the sweat from her brow. She then turned to her cousin, tipping her signature hat to him in thanks. "Thanks again fer comin' all they way up to Ponyville to help out, Braeburn."

"Anythin' fer you, cuz," Braeburn replied, setting down the heavy wooden basket of apples he was carrying next to the large stack already in place. He then straightened up before he clapped his hands together, knocking away the dust he accrued, as well as trying to get back some feeling into his hands. He turned to face Applejack, giving her a warm smile. "Ah just hope Big Mac gets better soon. Bu' didn' he injure himself like this the last time y'all brought in harvest?"

"Eeyup," Applejack answered, giving a light nod to further message her agreement, as well as a small smirk, "But this time 'round, Ah didn't wait until the last minute tuh ask fer help fer the sake of mah pride. Ah have mah friends tuh thank for that lesson."

"Welp, sounds like you gots some mighty fine friends, AJ," Braeburn said. He then turned and looked up to the mid-afternoon sky, taking in the wonderful weather they had, when he noticed something flying in their direction. He then squinted his eyes a bit, trying to cut out some of the blinding sunlight, and recognized the figure as a pegasus mare flying their way. But as she came closer, Braeburn noticed that it wasn't just any mare that was flying their way, but one of Applejack's friends, Fluttershy, and a small smile crept onto his face. "Well now, speaking of yer friends, AJ, looks like one of 'em's comin' to pay y'all a visit."

No sooner did he mention one of her friends Applejack was already stepping out of the barn and standing right next to him, looking up at the sky as she witnessed Fluttershy fly closer before touching down a few paces away from them. Fluttershy took the moment to fix her hair, straightening it out with her hands, as well as straighten the skirt of her green summer dress and her pink and white lace summer jacket, before approaching them.

"Well howdy, Flutters," Applejack greeted her, raising her hand in greeting towards her.

"Hi, Applejack," Fluttershy whispered casually, answering Applejack's greeting with her own, before her attention shifted to Braeburn. Almost immediately she went back to her usual, timid self, but she did so out of bashfulness rather than fear, if her soft blush wasn't enough to describe so, as she lightly twirled the end of her hair with her finger. "Um, a-and hello to you, too, Braeburn." she muttered softly with a smile. Braeburn couldn't help but smile a little back before tipping his hat to her.

"And a fine afternoon to you, Miss Fluttershy," he said, his voice soft and caring.

An awkward silence then came over the three ponies, though the only one who noticed it was Applejack. Both Braeburn and Fluttershy were lost in their thoughts as they looked at one another, though for Fluttershy it was more or less taking quick glances before staring at her feet while Braeburn boldly took in the entirety of her image as he stared at her.

Miss Fluttershy's still lovely as ever, he thought, his smile growing a little, Makes a pony wonder how such a beauty doesn't have a special somepony yet. Ah wonder if Ah should finally tell her? Aw, why would a pretty young thing like her be interested in some farm pony like me?

Braeburn is here? Fluttershy thought to herself, her heart nearly pounding out of her chest, Oh, if only I had known earlier... Maybe I could've worn something nicer? Oh, but I don't want to seem like the kind of mare that has to be flashy to get attention. Still, I wish I could tell him how I really felt about him...

The prolonged silence was eventually broken when Applejack cleared her throat, pulling the two star-struck lovers out of their thoughts. Both Braeburn and Fluttershy blushed a bit, she going a darker shade of pink than him, before she turned her attention back to Applejack.

"So what brings yuh this way, Fluttershy?" she asked.

"Oh, um, right," Fluttershy muttered, "W-Well, you see, I was busy feeding the animals when I found out that I ran out of sunflower seeds. I was just wondering, and if you don't that's fine, if you had any extra you weren't using that I could take? I mean, if that's okay..."

"Well o' course you can," Applejack said rather enthusiastically, then motioned her thumb over her shoulder towards the interior of the barn, "The bag o' sunflower seeds is in the back, next to the stacked barrels of cider. It's big, so it won' be that hard to miss."

"Oh, thank you very much, Applejack," Fluttershy said as she gave her friend a hug, then retreated a bit to look her in the eye. "I promise to take only what I need."

"Well, help yerself," Applejack said, then lightly patted Fluttershy's shoulder before she parted and skipped into the barn. As she did, Applejack turned to look to Braeburn, only to catch him having his gaze focused squarely at Fluttershy as he stared off into space with a goofy grin, and she couldn't help but develop playful smirk. She then approached him as she took a spot to his immediate left.

"Fluttershy's one pretty mare, right cuz?" Applejack said, throwing him a small glance from the corner of her eye.

"She sure is," he replied dreamily, only to finally snap out of whatever trance he was as shock came over his face, "W-Wait! A-Ah mean, sure, she's pretty! No wait, wh-what Ah meant was...daw shoot!"

Applejack gave a light chuckle at his bewilderment, then playfully slapped him hard against his back with her open hand. "Aw, Ah'm just teasin' ya." She then came closer to him, nearly toe to toe with him, before she continued, "Don' think Ah haven' seen the way yall've been ogglin' over each other since Appleloosa, Braeburn. When are ya gunna finally pony up and tell her how y'all feel already?"

Braeburn bit his lower lip, then let out a sigh in defeat as he rested his hands on his hips. He knew he couldn't walk away from his cousin now, so he may as well carry the conversation for what it's worth, then end it promptly.

"Look, cuz, Ah know yer just tryin' to help," he said, "But it's just that...Miss Fluttershy's jus' so dang beautiful, and Ah'm just...." He sighed as he took his hat off to wipe the sweat from his brow. "She could do so much better than me, Applejack. Ah'm stallion enough to admit that." He then slipped his hat back on, staring off towards into the barn to the last place he saw his dream girl. "Still...Ah wish Ah had the nerve to ask her out for just one night...show her a good time an' everything." With that, he turned back to the dirt road that led through the apple orchard ahead. "Ah'm gunna go and get another basket. If Ah'm not back before Miss Fluttershy comes out, give her mah regards." And with that said, he made his way back into the orchards, leaving Applejack quite bewildered herself as she shook her head in mild disappointment.

Fluttershy went from skipping to a slow walk as she looked around the slightly dimmed interior of the barn, trying to find the large bag of seed that Applejack directed her to. Remembering her prior directions, she made her way all the way to the back of the barn, passing the stalls that were laid with fresh hay for whatever animals that chose to sleep inside, until she could go no further. She looked around more, and sure enough, off to the left and leaned up against a tall stack of square-baled hay was the bag of sunflower seeds. She casually walked up to the already opened burlap bag, and was rather impressed that the bag itself was nearly as tall as herself.

"I guess Applejack wasn't joking when she said I couldn't miss it," she muttered to herself.

She pulled out the small empty bag for her sunflower seeds from her burlap messenger, then picked up a nearby spade and began to fill it from the larger bag of seeds, one scoop at a time, humming to herself as she did. Within a couple minutes' time, she had her bag filled to the brim with a fresh stock of seed and knotted the end of the bag up before stowing it back into her messenger. She was about to turn away and head back out when something caused her to stop dead in her footsteps, as her nose picked up a whiff of something sweet. She sniffed a couple of times, the sweet, intoxicating aroma forcing her to come about and face the stack of baled hay again as she followed it. She couldn't explain why, but she could tell that whatever she was smelling, it was coming in that direction, and so she continued to follow her nose until she rounded the stack. It was there that she found Applejack's storage of apple cider, cased in barrels about the size of her torso, and stacked from earthy ground to the high rafters. It was also there that she made the connection that what she was smelling was the cider inside, and when she rounded the corner the aroma grew nearly ten-fold as it assailed her senses.

Fluttershy was in a state of trance as her eyes grew wide and her jaw dropped, dropping her burlap messenger as she remained spellbound to the spot. She then noticed herself beginning to salivate heavily, enough where she had to lick her lips in order to stem back the flow, as well as a powerful, growing hunger for apples, the urge beckoning her to try and pry one of the barrels open and drink from it. She must've stood there for minutes, but to her she felt as though she was there for an eternity, lost as her mind and vision began to slowly fade to black, her hunger and urges growing stronger to steal from her best friend.

"Hey, Fluttershy!" Applejack called out, and snapping Fluttershy out of her trance and back to her senses, "Y'all alright back there? D'ya need me to come back there?"

Fluttershy shook her head, trying to clear out the haze she was surrounded by, then looked around herself in wonder before answering.

"Y-Yes, I'm okay," She answered, her volume higher than normal yet managed to whisper, "I-I'm just coming out now." And with that she quickly picked up her bag and shuffled out hurriedly, but not before she stopped once and looked over her shoulder and back to the corner where the stacks of cider lay.

"Well there ya are," Applejack said, "Ah almost had tuh come in there lookin' fer ya."

"Sorry," Fluttershy said meekly. She then brushed back a strand of her pink hair aside before looking around and back to Applejack. "Where did Braeburn go?"

"He said he was goin' tuh grab a basket or two back in the orchard," Applejack explained, "He said tuh give you his regards."

"Oh," Fluttershy answered rather sadly, and she looked to her feet as she shuffled a bit, "Well, please let him know I said the same."

"Ah can do that," Applejack said warmly, giving a nod in confirmation. Fluttershy gave a nod back before slinging her messenger over her shoulder.

"And thanks again for your seeds. I just hope I haven't kept Mr. and Mrs. Crow waiting too long."

"Anytime, sugarcube."

Fluttershy gave another weak nod before she unfurled her wings, then took off back towards her home. Applejack brought a hand to her forehead as she watched her lovestruck friend fly away, then sighed as she shrugged her shoulders.

"Ah really hope Braeburn grows a backbone before you're taken, Flutters."

~~~~

Celestia's sun had set moments ago, and Luna's beautiful moon was just beginning to poke up from over the horizon when Fluttershy managed to finally get Angel to take his evening bath. While most, if not all, of the other animals loved to receive baths from her, Angel was always the opposite, sometimes going to extreme lengths to avoid bathing. But no matter what, Fluttershy always had the upper hand, and tonight was no exception as she gently toweled off the now freshly bathed Angel as she sat on the edge of her bed while he sat on her lap.

"There you go, Angel," Fluttershy said softly, a tinge of pride in her tone, "Now don't you feel nice and clean?"

Angel simply huffed and crossed his little arms, pouting the whole time. Fluttershy only gave a small giggle to his small rebellion, because she knew Angel well enough that, while he didn't like baths per-say, he did enjoy getting pampered with her attention. Even if it meant having to go through a bath to get it. When she was done drying him off, she then proceeded to put little curlers in his tail, knowing that he loved that the most, and she loved doing it as well because it would make his tail all fluffy and pretty. After placing in the last roller, she then picked him up and set him to her left side, where he shook a little in an attempt to un-matt whatever fur Fluttershy dried, even though there really was no need.

"Okay, Angel, you're free to go. Just remember to keep those curlers in, or your tail won't fluff properly."

Angel didn't respond conventionally, deciding to turn around and crawl closer to the center of the bed, where he splayed himself out in relaxation, but she knew that he wouldn't do anything to mess with his tail being fluffed perfectly. Fluttershy giggled a bit at the sight, then stood up from her seat on the edge of the bed and reached upward and stretched, feeling the tension leave her shoulders and back. With Angel now bathed, that meant she had washed and dried every animal that needed one today, and now she could finally take one for herself.

She pulled off her summer jacket, setting it neatly on the edge of her bed, then flitted through her mane a bit before crossing her arms and hooking the spaghetti straps of her summer dress with her thumbs, pulling them over and down her shoulders and letting it fall around her ankles, exposing her matching teal butterfly motif bra and panties, as well as her Cutie Mark that was apparent on either cheek of her flank. She began to hum a little to herself as she stepped out of the ring of fabric, picking it up and setting it aside next to her jacket before making her way into her bathroom and closing the door behind her. She then made her way towards the large wooden bath that was carved from the same wood as her cottage was, and twisted the water knob labeled "Hot" halfway, letting the water flow freely, then turned the one labeled "Cold" just a bit, so that the water wouldn't be too hot when she finally stepped in. As she let her tub fill she turned her attention to the last articles of clothing she wore, pulling her long, pink mane over her right shoulder before reaching back and unhooking her bra.

The moment her bra came undone Fluttershy felt like she could breathe freely again, her breasts now free from their confines, and she slipped the straps off her shoulders, discarding the piece of neglige aside gently on a nearby stool. She pushed her hair back over her shoulder, letting it cascade down her back, while gently massaging the top of her chest with her left hand while feeling through her mane with her right. Fluttershy took the moment of freedom to breathe in deeply, her breasts rising and sinking with her chest, before running her hands down the length of her sides to the elastic of her panties. She hooked her thumbs through either end of the waistband, then gave her hips a little shake as she shimmied out of them and stepped out of them one leg at a time, then set them next to her bra. Though she would never know, the entirety of the moment of her undressing was one that almost every teenaged colt dreamed of. But in this very moment, Fluttershy's mind was more preoccupied on one other thing, or rather, one other pony. She turned off the water once her tub had been filled to the level that she wanted, then climbed up the three wooden steps that were carved from the side of the wooden tub and dipped her toes in. She cringed a bit at the heat, but after testing and re-testing the waters, she eventually found herself able to emerse herself and to sit comfortably in the heated waters.

Fluttershy could feel her tired body quickly slipping into relaxation as she rested her head on the back of the tub, her muscles slowly easing their tensions, and she felt as though she could simply float away. But as relaxed as she was, there was still one thing that nagged at her mind, and as she lay there in the warm waters her mind allowed it to consume her thoughts. Fluttershy stared up at the ceiling of her bathroom, but no matter what or where she looked at, she would always see his face. Braeburn's face. She took in a long breath and sighed, almost whimpering, as she replayed the day's prior events, focusing heavily on the farm pony himself, or more specifically his body. Her cheeks grew warm as she thought about his physique; those toned, muscular arms that would hold her close and never let go, that chiseled, lean chest she could rest her head upon like a pillow every night happily for the rest of her life, and his warm, inviting smile that would assure her that everything would be okay. Fluttershy's breathing was becoming heavy, her body growing sensitive as her hands began to run up and down the length of her frame. There was no arguing about it with herself anymore; she wanted Braeburn, she needed him, possibly in the worst way possible, for as long as she's known him but was too afraid to take him. And how could she, being the shy, timid pegasus she has been for all her life? True, she may have scolded down a dragon, but that was a different matter entirely in her desire for the farm stallion.

Her breathing hitched when she felt her hands gently take hold of her breasts, having almost forgotten that they were acting on wills of their own on behalf of her wanting body, then let out soft whimpers when they began to massage her breasts gently. She hesitated for a moment, looking down at her double-D cup breasts, and immediately pouted a little. Despite their size they were remarkably -and some might even dare say perfectly- perky and rounded, as if by Faust's grace gravity had no power over them. Because of this, she's been the silent envy of every filly and mare, and the most desired female among colts and stallions ever since she began to blossom at a young age, her timid and withdrawn nature making her all the more alluring to the males and even some females. She was just grateful that Rainbow Dash and her other friends didn't share the same scorn for her bust and figure as the other mares, even encouraging her that she should be proud of her "assets". But even with their support -and indeed, once she began to truly believe in her friends's encouragements, she grew more daring by wearing slightly less and less clothing when the seasons permitted- she still had those small bits of doubt that have always lingered with her.

Does he even like big breasts?, she wondered, and her mind ran with all sorts of questions. What if he does? Could she use them to seduce him? Would she even have the nerve to actually do it? But what if he doesn't? What if he hates large breasts altogether, preferring smaller ones? Fluttershy pouted even more, her doubts and frustrations getting the better of her, before she resumed to massage her own breasts.

I-If he doesn't like big breasts, she thought, Then....then I could make him like them! She let out a defeated sigh at her own thought, though her hands continued their work. Oh, who am I kidding? I can't play the seductress to save my life. That's always been Rarity's thing.

She then shook her head a bit, trying to shake off those negative thoughts. She knew that thinking those thoughts weren't going to help, they would only make things worse for her self esteem. To her relief it helped some as her mind returned to the thoughts of her Braeburn, and as her massaging ever so slowly grew more intense, her imagination for him slowly began to turn lewd. During the light of day, she would have fantasies on a daily basis of living in some small town like Appleloosa with him, or in a secluded glen with a cottage all to themselves, though there was nothing sexual about them. They would just live happily, sharing wonderful memories as they grew old together, their love just as strong as the day they confessed to one another even to the bitter end. But tonight, those very fantasies were not so naive or innocent, as her quickly arousing body began to cloud her mind with more mature images and concepts. True to the timid pegasus's nature, they started out fairly soft; a hug from behind, a little playful nuzzling here and there, and an intimate kiss. But then things would get more intimate, as she fantasized Braeburn taking things one step further by gently cupping one of her breasts in his hand, trailing his fingers along and around the huge mound of flesh.

Fluttershy's cheeks went red at the thought, as well as letting out a soft mewl as her own hand helped solidify her fantasy within reality by recreating what she was seeing in her mind's eye. She closed her eyes and focused hard on her new steamy fantasy, trying to take in as much detail as she could. After playing around with her breast for a bit, Braeburn would have the very hand that had sullied her tit trail down her body, her own hand recreating it faithfully, until it reached the hem of her dress, where he'd pull it up, exposing her slender legs, and his hand would disappear underneath and into her wettening panties. She let out a small moan when she felt her fingers trail over her pussy, but in her mind she was deaf to even herself as she believed it to be Braeburn's hand that was now sullying her marehood. She let out soft sighs and moans as her fingers worked at her folds, soft and slow just like she knew how Braeburn would do it, her fingers on the strings of her lover's that tended to her so affectionately within her mind as they mimicked every motion. She let out more moans as she imagined him nuzzling her neck, leaving a trail of soft kisses up and down her skin before coming up and lightly nibbling at her ear, whispering sweet-nothings to her that she couldn't place into words, but knew that the passion carried on his voice.

Her fingers began to rub at her marehood more, her desire to be touched more and in such a way that they were no longer being held down by her steamy fantasy, as they, too, began to evolve and advance into more. Fluttershy let out a heated moan, almost a sigh, as her fantasy quickly shifted to having her and Braeburn in what she would guess to be a barn, if their bed of hay was any indication, as they kissed and touched each other more feverishly, hungrily, both parties being more than ready to take things to the next step as they explored one another. He would be on top of her, his hands trailing all over her and sampling every corner of her fur and flesh, giving her goosebumps, before he would take the hem of her dress and start pulling it up. She let out a yelp when she felt a finger slip into her, then let out heavier moans as she began to work it in and out of her love tunnel as her Braeburn would strip her of her dress, exposing her all to him since she would wear nothing underneath, just for him. He would then ravage her large breasts, partaking of her erect pink nipples one at a time with his soft lips as he groped and massaged them, sending herself into a whirlwind of pleasure as she groped at her own breast in much the same fashion she wanted to see him do.

Fluttershy squirmed within the bath, panting and huffing while she moaned as she neared a weak orgasm. She had then introduced a second finger into her marehood, thrusting and rubbing them faster and harder into herself while groping her breast like a madmare as she grew ever closer by the second. She imagined the moment of their union, when Braeburn would finally take his wonderful stallionhood and thrust it into her pussy, taking her long overdue virginity away, and make love to her until exhaustion took both of them. The thought alone of having the stallion of her dreams ramming his cock into her and taking away her virginity was enough to give the yellow pegasus that one final push, and with a weak squeal she thrust her fingers in as deep as she would dare and finally orgasmed. She tensed as she rode out the few waves of her release, before finally relaxing, panting and sweating from her endeavors as the image of Braeburn continued to dance within her vision and imagination while everything else faded away. As she came down from her orgasmic high, she once again allowed her self-doubt to sink in, and she sighed sadly as she lightly splashed her face with the slightly cooler water of the bath.

"Only just a fantasy," she mumbled to herself.

She let out another sigh before she turned and picked up the small bar of soap that rested on it's coaster off to the right, and proceeded to gently wash away the day's build-up of sweat and dirt from her arms. Even after pleasuring herself, Fluttershy couldn't get the image of her Braeburn away from her thoughts as she cleaned herself, almost half-wishing that he would suddenly appear at her front door and confess his unyielding love to her, and possibly recreating some of the less-than-innocent scenes from her more recent thoughts. But it was only blind hope, and she knew it.

A sweet colt like him probably already has a special somepony anyways, she thought, Probably somepony back in Appleloosa. Appleloosa...his home...

The hand that she was then using to lather her legs stopped dead at the thought of another mare being in his arms, and she felt as though someone or something gave her heart a weak squeeze as it sank into her stomach. She felt tears begin to well up in the corner of her eyes the longer she allowed the concept to linger in her mind, until a single tear managed to grow and trail down her cheek, collecting at the bottom of her jaw before falling into the bathwater below. She tried to shake her sadness away as she shook her head more violently, but the image of seeing him with another continued to linger, as well as the heartache that it brought on, and she could feel the tears starting to well faster. She sniffled a bit and tried to take her mind off of it by returning to her bathing, yet the pain and tears lingered like a nightmare right after waking up, and so after only a couple of minutes did she finally give up with a weak huff before rinsing herself off and stepping out of the bath. She picked up the nearby pink hanging towel from it's hook next to the wooden stairs, running the soft cotton over herself as she dried herself, giving her soft yellow wings a good drying as well before wrapping it around her chest and turning back to the tub, where she fished through the milky, soapy water as she searched for the plug. She managed to find it easily, pulling it out and letting the water recede as it drained from the bath, and she made her way down the small wooden stoop and towards her vanity across the way.

She picked up the bra and panties she had left on the nearby stool and set them on the countertop, and pulled the small wooden piece of furniture under her so she could sit. She then picked up her favorite pink hair brush from atop the counter and ran it through her mane, allowing her mind to drift as she enjoyed the soft comfort of her brush, but once again her self doubt and fears invaded her mind as she once again thought about Braeburn with another mare. Her brushing slowed some, the negativity of her betraying imagination weighing heavy on her feeble heart, and could feel tears once again beginning to well in her eyes. But then, out of nowhere a strange pulse rang through her like a bell, and she felt and heard the strong pulse ring from all around her, causing her to widen her eyes and her pupils to shrink in shock, and her ears to prick up. The pulse sounded like a heartbeat, as though it were right next to or inside her ears, and she could only compare the feeling of the pulse as it hit her to when she and her friends witnessed Rainbow Dash perform the Sonic Rainboom. But she knew it wasn't a Sonic Rainboom, she knew what that felt like. Whatever had caused the strange pulse, or whatever the strange pulse was for that matter, it caused the atmosphere around her to shift drastically. Where she once felt warm, safe, and comfortable in her own bathroom and home, now she felt nothing but dread, the air around her feeling thick, almost oppressive, and cold, and felt as though she were being watched from all directions, even threatened, by an unknown entity.

But what had Fluttershy frozen to the spot, the cold, creeping feeling of her surroundings causing the hairs on the back of her neck to stand on end, was the overpowering presence of fear that pervaded around her. She could feel a minute presence coming from behind her, causing her to straighten up out of sheer terror as she felt it come closer and closer to her. She didn't dare move, however, afraid that if she so much as looked over her shoulder she would be met with the gaze of whatever it was may have caused the sudden impulse, possibly some terrible creature from the EverFree Forest, or even something ever more terrifying. As she sat there, petrified, she could do nothing but whimper and shake in fear as she felt the unknown presence come even closer, until she felt it as though it were right next to her ear.

"Apples...," The voice that came through sounded like a whisper, hollow and airy, but carried an almost threatening vibe to it as it spoke.

Fluttershy squeaked, nearly jumping out of the stool as she quickly wheeled her head around to confront whatever it was that just whispered to her. The moment she did, she was met with only open air, seeing nothing even as she looked around, and the oppressive, heavy feeling of having whatever was behind her disappearing along with it. But even with the presence gone, the paralyzing feeling of dread and fear continued to surround her, and she was convinced that even the room continued to look dimmed, as though whatever was there with her now was absorbing even the soft lights she had.

"H-H-Hello?" Fluttershy squeaked out, barely audible, but received no answer from the ghostly voice. She felt the strange pulse hit her once again, stronger and louder than the first, but instead of feeling it come from somewhere around her, she felt the pulse come from within her, right inside her chest, as though someone or something set off a bomb inside her, and she cringed as she clutched her hands over her heart, the strange pulse causing her chest to sting in pain as it rang out. Fluttershy's eyes shut tight while her body trembled as she tried to endure the lingering pain, but was slowly starting to become too much for her.

It hurts, she thought, I-It hurts, my heart hurts! Am...Am I having a heart attack?! Am I...going to die?

Another throbbing pulse rang through her chest and body like a sonic boom, forcing her to curl forward and cry out in pain as she shuddered. She started to whimper as she tried to stand, but she only managed to get to her feet before another pulse pounded from her chest and forcing her to fall and lean against the bathroom countertop in front of her. She held herself up with her left hand shakily while her right still curled tightly and pressed against her pained chest, her legs shaking while her breathing became heavy and shallow, soft cries and whimpers escaping with every breath from the pain.

"We crave apples...," the ghostly voice whispered to her again, and she quickly brought her head up to look around herself for the source of the voice, but once again found herself alone.

This time, Fluttershy recognized the voice as an altered version of her own, as if she were talking into an electric fan as it went. But how was that possible? Her sight then landed on the large glass mirror in front of her, still fogged up by her earlier bath, and with some strain from the pain within her chest and fear for what she may see she slowly brought her right hand up towards it. When her palm and fingers met the cool glass she slowly began to wipe away the steam, struggling to breathe as her chest pains continued to torment her, until she removed enough to get a clear view of her reflection. She stared at herself as she writhed, looking almost pathetic, as she brought back her hand to cling to her chest, like an old pony who's living their final moments. She wanted to cry, sob, break down and bawl like a foal at her reflection, the tears already streaming down her anguished face. She wasn't ready to go, she didn't want to leave all her friends and loved ones behind. She didn't want to leave before telling Braeburn how she really felt about him, before she could finally say she loved him with all her heart.

All her thoughts of regret and fear of death quickly vanished when she noticed one thing in particular in her reflection, something that stood out that shouldn't be there. She leaned in more, studying herself, and when she did she found that her once beautiful teal eyes had gone red, nearly glowing, and she squealed as she jumped back in terror from the reflection.

"WE CRAVE APPLES!" The ghostly voice cried out again.

Fluttershy then suddenly gripped her head, crying in pain as she felt like something was clawing at her mind, as if trying to take over or break free, and slowly stumbled away from the vanity and somehow back into her adjoining bedroom. Another painful pulse wracked her chest and body, forcing her to fall to her knees as she continued to grip at her throbbing temples, crying and whimpering in agony. Angel was awakened by her cries of pain, stirring a bit before turning to face her, looking rather miffed that he was awakened until he saw Fluttershy writhing on the floor, in which he went into full protection mode. He quickly went to act as he hopped off of the bed and hurried towards her, then petted and poked at her arm to get her attention, and she looked down through one cringed eye at him.

"A-A-Angel," Fluttershy whimpered, trying to ignore the unbearable pain that coursed through her, just enough so that she could at least speak, "G-Go and...g-get help. F-Find....find Twilight, anypony, and h-hurry!"

Angel gave a quick salute before turning about and making a mad dash through the small, rabbit-sized door that Fluttershy put in to her bedroom door just for him. Meanwhile another heavy pulse shot through her body, her chest feeling as though her heart was going to burst out of her chest while her head felt like it was going to split open, and she wailed in pain as she gripped her head tighter. Her ears slowly began to change, bending and curving back as they became more pointed, flaring at the tips while becoming ribbed on the inside, like that of a bat's ears, and fangs beginning to rapidly grow from where her canines were. The unbearable pain continued to build up within her as the seconds passed, and she tried to look up and out the window, trying to fight back whatever was happening to her, until she noticed the large, crescent moon that hung in the night sky. She managed to open both eyes as they widened in fear when she noticed a black streak coming down from the blackened portion of Luna's moon, cutting down and through the pale white of the stellar object and sliding across her floor and towards her like a living shadow, until she felt it touch and come over her.

She then felt something inside her break open, whatever that was causing the terrible pain within her having broken through whatever barrier that it was in, and she threw her head back and screamed near bloody murder in pure agony as a sudden whirlwind surrounded her. Her chest lurched forward, her eyes growing as wide as they could while her pupils shrank to pinpricks in a shocked, blank expression, and by some unknown force behind or within her a circular portion of her chest and back blew out, creating a perfectly round, black hole through her chest, just at the top of her generous cleavage and in-between the base of her wings. Her arms then fell down to her sides, and almost immediately after a gurgling sound escaped her lips before expelling a white, viscous material from her mouth, nose, and even from her left eye, the ghoulish material sickeningly lingering in the air for a moment before sentiently cascading down over three-quarters of her face, morphing and congealing into amorphous, organic shapes.

Fluttershy could do nothing but scream out in pain and terror, her voice now changing to that of the one that's whispered to her, as her vision was slowly becoming encased in black. Her tears flowed heavily from her right eye, horrified by not knowing what's happening to her, and what would become of her after. Her chest lurched forward again as she vomited more of the white material, interrupting her shrill cries, only to have it come back down and splatter over the remaining uncovered portions of her face, with the excess pouring down her body as they conglomerated around both her hands and lower arms, and her shins and feet. As her chest lurched a third time, black ribbons with a neon pink aura around them flew out of the black hole in her chest and back and whirled around her, wrapping around her torso, hips, lower arms, and shins as they began to form some form of black outfitting, while more flew out from the front and back as they flew around her, coming together and forming a perfect sphere of black and neon pink. Fluttershy's entire cottage shook and rattled as the vortex continued to whirl around her, awakening several of the small critters that were sleeping within her home and having them run up to check on their caretaker. Many of them huddled together, horrified by the shadowy aura that was emanating from the black sphere that was in front of them, while trying to not be blown away from the heavy, unnatural winds. The black sphere then shrank down slightly after a few seconds before erupting up like that of a plume of pure black fire, and revealed the now transformed Fluttershy within.

Fluttershy's frame was huddled under her wings, which have been transformed from her feathery, pegasus wings to leathery, thin wings of a bat, the long, bony fingers being colored white by a thin layer of the bony material, while her tail, which became messy and greatly extended, was wrapped around her on the ground. The top of her head was visible, her ears elongated like that of bat ears, which were lined along the top with the same white material, and with her mane frayed and messy like her tail. The small critters that had gathered at the doorway all shook in fear, instincts telling them that whatever was in front of them now was no longer their caretaker, but a monster, as those very wings slowly began to open before suddenly jutting upward, her tail swishing behind her. The transformed Fluttershy slowly exhaled, her voice changed, sounding hollow and ghoulish, as she slowly rose from her squatted position, hunched hover and crawling on all fours as she raised her head. The strange white substance that she exuded had solidified around her face, creating a bone-like mask that resembled the bony face of a horrible bat creature, with long, sharp-looking teeth that lined along the mouth, and even longer, pointy fangs at her canines. Her now blood-red eyes could be seen through the mask's own, further enhancing the terrifying sight.

The white substance had also created elbow- and shin-length boney gauntlets and greaves, as well as appendages around her hands and feet, giving her long, scythe-like curved claws that were at least seven to nine inches long on her hands, while only four or five inches on her toes, and looked sharp enough to slice through almost anything. The black ribbons that came out of her chest and back solidified into a kind of black skin-tight outfit, consisting of a strapless one-piece that went as high as her chest and curving under her arms, something akin to a crude, Nightmare Night-themed solid bustier, elbow length fingerless gloves, and mid-thigh high stockings. The one-piece was divided vertically at her generous bosom, wrapping under and halfway across each of her breasts, covering only the lower and outermost quarter of them, along with her nipples, in a downward curving spiked pattern, and trailed down until it pointed out just below her navel, the back of the erotic outfit mirroring the same pattering as it exposed the length of her spine and the black hole, creating a downward curving spiked pattern across her shoulder blades and pointing out just below her tail. The revealing outfit was also raised high at the hips to show off her Cutie Mark, which now consisted of three pink bats, each with a small black hole in the center of their chests, and sported a pair of smaller, black wings that jutted from just above her flanks that were angled downward, rather than upward like her main wings. Were the strange outfit raised any higher, one would argue that the back of the outfit would've become a thong, which was to say nothing about how the front would've looked.

Hollowbat took in and exhaled another breath, her ghoulish new voice causing many of the small creatures to huddle together in terror. Their movements had caught her attention, and as she looked their way the small critters trembled and shook like earthy leaves, with a couple of the mice simply falling over and fainting. She growled a bit, then quickly stood up on her legs and threw her head back, letting out a mighty howl that shook the entire room, the mask's mouth opening wide to reveal her second row of teeth, her true teeth, within. The rest of the critters that were there either scurried for safety or fainted on the spot, but Hollowbat ignored them all as she turned her attention to the nearest window, and opened her masked mouth again with a grunt. A strange, inverted whistling sound echoed when a small neon butter-yellow orb of energy materialized within her maw, then quickly expanded to the size of a cantaloupe before she discharged it, releasing a wide beam of energy that obliterated the wall instantly. Hollowbat then dashed towards her newly made exit, running on all fours as she spread her two sets of wings, then leapt through the cloud of debris and into the air, catching wind in her wings and flapping them, quickly gaining altitude. She never looked back as she flew up, up, up, until she just about touched the clouds, then unfurled her wings to the fullest, letting out another awesome howl to the great crescent moon above her. She then turned around as she shifted her attention to the ground below, then took several loud sniffs, as if trying to catch the scent of prey. She didn't have to wait or smell long when she caught the familiar aroma of crisp, earthy sweetness of the fruit of her desires, and a thin layer of drool managed to ooze it's way through her mask's frontmost teeth.

"...AAAPPPLLLESSS...." she hissed, then brought her wings in as she dove down towards the origins of the scent.