Trading Faces

by tf-sential

Rating: mature
Tags: Other, Lyra, Sex, My Little Pony: Friendship is Magic, Human
Length: 7244

Lyra isn't just interested in humans. She's interested in becoming one. Unfortunately for her, she's a pony. But with a little unicorn magic, that won't be true for long...

Lyra isn't just interested in humans. She's interested in becoming one. Unfortunately for her, she's a pony. But with a little unicorn magic, that won't be true for long...

Lyle is everything you'd expect from an everyday office worker. Not the most exciting person. However, things around him get exciting once a portal rips open in his apartment and eats his beloved mini-fridge.

Oh, and his cat.

Contains TF, explicit TG, a portal, and a crazy pony

Edited by:
Courage Fire/Mephis
Twisted Spectrum
Nassy

Published 2015-08-22 01:20:02 UTC
Last updated 2015-08-22 01:20:02 UTC

Trading Faces

Trading Faces
A Lyra TF/TG

Contains TF, explicit TG, a portal, and a crazy pony

Edited by:
Courage Fire/Mephis
Twisted Spectrum
Nassy

Most of my evenings begin simply enough. I get home from my crappy 9 to 5 and strip down to my boxers, free from the confines of civilized social norms. I nab myself a soda from my mini-fridge and plop down onto my crusty old sofa, where I proceed to put on a random show on my aging box of a TV set. It could be on anything- an unconvincing alien documentary, an obviously scripted reality show, or a surprisingly well executed children's cartoon. It didn't matter to me- I never actually watched what was going on, on the screen. My goal was just to zone out and forget about everything. My little routine was predictable, brainless, and most of all: relaxing. A nice break from looking at lame, stupid spreadsheets, all day, every day.

This evening was special, though. This evening decided to surprise me with a tear through time and space, smack in the center of my bedroom. It formed around 8 PM, right about the time I begin to settle into my maximum comfort zone. I might've missed it if it didn't make an awful noise, something like a screeching animal being sucked into a giant bowl of jelly, as weird as that sounds (and weird it did sound). By the time I mustered the effort to check it out, the thing had already swallowed up the cat and, to my great disappointment, my mini-fridge.

My first thought was about all my snacks, lost to the void. My second one was how the awful noise I heard was probably my cat. That was mildly concerning.

I assessed the situation before me. In the center of my room was this portal, the border swirling with blue electric-like energy. The center flowed and ebbed like water, reflecting whatever was in front of it. My things, ranging from old high school papers to unused card sleeves, were strewn across the floor. To my complete lack of surprise, my room looked much cleaner this way. My first instinct was to touch the portal, but I recalled what happened to my mini-fridge. Oh, and my cat. I resisted the urge.

My dimensional rift themed ruminations were interrupted when the portal's borders began to swirl, filling the room with a blue glow. The air tasted like a hundred 9-volt batteries. I struggled to keep my eyes open as the light grew in intensity. Wind whipped around my room, blowing papers and garbage over, making an even bigger mess of things. I'd seen enough sci-fi films to know where this was going. I was heavily considering just booking it and never looking back- alien overlord or demonic hellspawn, let whatever came out be my landlord's problem, not mine.

Imagine my surprise and disappointment when, instead of either of those... out popped out a small, mint green horse creature who barely came up to my waist. I say "horse creature" because good god, its eyes were huge. So huge in fact, it was easy to tell the second it saw me, it was captivated, its dinner plate sized eyeballs widening in pure, unadulterated glee.

"Oh my Celestia!" She squealed. "A real human being!"

Before I could make any arguments to the contrary, the tiny pony was upon me like an adorable baby tiger on a not-so-adorable slab of meat, hooves already- is pawing the term? Hoofing away at my shirt and legs. The portal had calmed down, swirling in the background without a sound. I almost forgot it existed, what with this pony demanding all my attention.

"I have so many questions!" she said. "Like, soooo many questions! You have no idea how many questions I have!"

I wanted to say something along the lines of "Well you should start asking some", but all that came out of my mouth was "Erm... Um... Uh..." and every variation of stammering and mumbling available to express my confusion with the whole situation. Horses didn't usually talk. Granted, this was a horse creature, and an adorable one at that. Female, too, if the long eyelashes, tiny muzzle, and cute voice were any indication.

"Okay okay okay," she said as she rubbed her marshmallowy hooves together, still tripping over herself with excitement. "First question! Who are you?"

The simplicity of the question caught me off guard. "Shouldn't I be asking that?" I managed to say. "You're the one invading my house via a magical portal leading to god knows where. The least you could do is be civil."

I wanted to smack myself in the face as soon as the words left my mouth. Here I was, the first human to come in contact with another intelligent creature, and the first thing I did was snark at her.

However, my attitude seemed to be lost on her, as she just placed a hoof up to her mouth and giggled.

"Oh, silly me, where are my manners? I'm Lyra. Lyra Heartsrings, a pony from the land of Equestria!"

She beamed her pearly white teeth at me, almost as if she deserved an award for basic civility. Her face was cute though, I had to admit. I was tempted to pet her, but I wondered if that was taboo in their culture. Imagine, an interdimensional conflict between humanity and... ponies... all because I couldn't help myself and petted a... pony. I shuddered, and fought the urge.

"Your turn!"

"Oh, right... My name's Lyle."

She took my hand in her hooves and shook it vigorously, rendering my arm a limp noodle.

"It's really great to meet you, Lyle!"

I laughed nervously, still baffled by everything that was going on. Magical portal, interdimensional travel, a pony unicorn? It was a lot to take in for a lazy evening.

My thoughts were interrupted when Lyra stopped shaking my hand and instead began to examine it. My hand moved on its own, opening, closing, and wiggling in front of Lyra's nose, without my influence.

"What the hell?!" I said, yanking my hand away. As I did, I noticed a yellow glow around the unicorn's horn dissipate. She pulled her head back and looked up at me in surprise.

"Oh, I'm sorry!" She said. "I was just examining your hands. You see, we ponies don't have hands. We just have hooves."

"Yeah," I mumbled, rubbing my hand in a self-conscious fashion. "I figured. How were you manipulating my hand like that?"

"Magic!"

"Magic."

"Uh-huh!" Lyra's horn glowed with a yellow aura again, and a piece of paper lifted off of the floor, also bathed in a similar yellow light. I watched it with subdued surprise. After all I've seen, a piece of paper floating by no clear means of physical manipulation except for quote unqoute magic wasn't too hard of a concept to accept.

"Okay... I'll buy that."

She giggled, releasing the sheet from her influence and letting it drift aside, under my bed. "So, um... could I get back to...?"

I paused. "...sure."

Lyra's face lit up once more as she took my hand again in her magical grasp, manipulating it in a slow, thoughtful manner. She balled my hand up into a fist, then unfurled my fingers one by one, examining them like a overexcited scientist. She took an especially close interest in my thumb, flexing it around, fascinated by how it could touch every one of my other fingers. I stood there, watching the tiny mare doing her thing. If Lyra had a ton of questions, there was no way it compared to how many I wanted to ask. Why was she here, for instance? Why my house? Why was she so cute? Yet, I couldn't work up the nerve to ask anything, partially out of confusion, but mostly out of laziness. It was too late in the evening for this.

She turned her head, staring at me with her large yellow eyes.

"This is going to, heh, sound... really weird, but..." She trailed off, biting her lip as she struggled to get the words out. My mind began to flip through the possibilities. Did she want me to introduce her to my world? Did she want me to pet her? Did she want me to show her a good time? Wait... Good time? Did she want me to have sex with her? Was this going to end up being a story about needing males to restore the destroyed pony population, devastated by their adorable weaponry? Was I going to be forced back into her world for her diabolical, sexual ends?!

"I want your hands!"

I needed to lay off the sci-fi channel. Wait, did she say she wanted my hands?

"Ummm...?"

"Wait, no, no, listen!" She took a deep breath. "I have this spell, right? I've tested it out, tried it out, it's 110% completely, absolutely safe! No, not even 110, 120%!"

I wasn't convinced.

"And... this spell does what, exactly?"

Lyra looked at me, confused, but realized her omission. "Oh, right! It... uh... let's me... swap limbs with... others."

For some reason, I didn't buy it. Sure, I could buy an interdimensional portal. I could buy an intelligent and adorable horse creature. I could buy magic. But a spell that let this pony swap limbs with others? Nope, my mind wasn't having it.

But Lyra stared at me, putting on the cutest face she could muster, eyes sparkling with innocence, mouth pouted just so. The little rascal. She knew what she was doing- she was trying to guilt trip me into giving in! Unfortunately for me, it was a battle she was winning. My heart went out to the pony with the strange obsession with human limbs. However, I would be damned if I didn't get something out of this deal.

"Okay," I said, and she nearly leapt into the air with glee. "But!" I interrupted, halting her celebrations. "Under one condition."

"Sure! You name it!"

"I... want to pet you."

She blinked. "You want to pet me?"

"...Yeah."

There was a pause. Lyra sat there, at my feet, contemplating my request. It didn't take long before the silence became awkward. It didn't take much longer for it to become excruciatingly awkward. I was just about to take back my request when she finally said "sure."

"A-are you sure?" I asked, glad to get rid of the tension in the air.

"Yeah. Sorry, I just never had anyone ask me that except for... but, yeah, go ahead!"

With the invitation open, I reached my hand forward, pulling it away from Lyra's magical influence. She watched my hand approach her head, her face part apprehensive, part curious. As my fingers brushed against her cheek, she closed an eye, letting me pet her without worrying about poking her eye out. Her fur was short but soft, as was her skin. It was a weird yet pleasant feeling, running my hand from her cheek and through her mane. The strands were light and pliable between my fingers, unlike the coarse and rough texture of a horse's mane. I wasn't so sure what was so strange about it. I'd pet cats, dogs, and horses before. But I realized, none of those creatures could talk like Lyra here.

Lyra barely made a peep as I rubbed her scalp, but I could see she was blushing. I wasn't exactly sure what sort of cultural bounds I was breaching by doing this, but I assumed this was a lot more intimate than she expected. Not wanting to prolong the poor filly's embarrassment any longer, I pulled my hand back, out of her mane. The back of my palm bumped against her solid and bony horn.

"Um... thanks."

"No problem."

I shuffled over to my bed and sat down, giving Lyra some time to regain her composure, and for me to think about what I had just agreed to. If Lyra was telling the truth, I was about to have myself some brand spanking new hooves very soon. The thought was intriguing at the least. I wondered what it would be like to not have fingers? I wasn't too against the swap, either. At least, not at the moment. I mean, if Lyra could swap us in the first place, surely she'd be able to swap us back, right?

Lyra ran a hoof through her mane, straightening out the bangs I had messed up. She took a deep breath, sighed, and looked at me, smiling.

"You ready?"

I'd already spent a lot of time thinking about it. If I didn't want to do it, I wouldn't have have pet her in the first place.

"As I'll ever be."

She let out a little cheer and her horn began to glow. At first, it was just the same gentle aura I had seen before, barely casting any light. However, its intensity grew, getting brighter and brighter with each passing moment. I could see Lyra straining to keep the magic fed, beads of sweat running down her face. I was starting to get a bit concerned. Of course, I had no basis for how magic worked, save for a simple demonstration earlier, but I was pretty sure it wasn't supposed to be this intense. What was once just a simple aura around Lyra's horn was now a massive yellow orb, about the size of my face.

"Um, Lyra?" I began to say, but just as the words left my mouth, the orb hurled itself from Lyra's forehead and straight into my gut. I fell against my bed, wind knocked out of my lungs, spasming something fierce as pure energy paddled back and forth through my body. I would have screamed, had I any control of my mouth. Instead, I just let out a messy gurgling sound. Graceful.

Lyra, meanwhile, was standing over me, eyes wide with worry.

"Lyle?! Lyle, are you okay?! Oh Celestia, I'm so sorry, I didn't mean to hit you with a full blast!"

I coughed, the tension in my body weakening, if just a little. I managed to prop myself up by the elbows and wheeze out, "I-I'm good..."

I was feeling anything but good. The magical energies coursing through my body felt hot, cold, and electrifying, all at once. I was just about to throw up when the sensations shifted from across my body and moved their way towards my hands. As it did, the intensity grew, my hands throbbing with energy. At the same time, Lyra lifted her own forehooves, looking at them with apprehension. I was about to ask what was about to happen, but I wasn't stupid- I knew what was next.

My palms lengthened as the ends of my fingers swelled and locked together. Trying to pull them apart proved fruitless, my fingers unwilling to budge or even bend. My jaw dropped as I watched my fingernails expand, merging into each other, one by one, until a long, massive nail encased all my fingers, forming a ring of keratin that was getting broader and thicker.

"Holy shit," I muttered. I was growing hooves.

My palms were still continuing their growth, the bones in my hands creaking and cracking. To my surprise, it didn't hurt, but it was incredibly uncomfortable. The changes to my hands weren't stopping there, however. While my other fingers were growing in length, my thumbs were shrinking, dwindling in length as they were sucked into my wrists. With a simple pop, they were gone. It was as if I never had thumbs to begin with.

"M-my..."

"F-fingers!" I heard Lyra cry out, cutting me off. "I'm growing fingers!"

As interesting as my own changes were, I managed to pull myself away long enough to look at Lyra. Sure enough, fingers were sprouting out from the end of her hooves. Not just any fingers, but my fingers. She giggled, wiggling her emerging phalanges with enthusiasm.

I looked back down at my own situation and watched as the space separating my fingers was eaten up by my shifting flesh. I gulped, sweat run down my neck. I was starting to have my hesitations about agreeing to all this. The bones that used to make up my fingers shifted and pressed together underneath my skin, growing outward and rounding out my new limbs. What used to be my fingertips flattened out, then puffed back up as a smooth surface, becoming the soft flesh on my hooves I would later learn were called frogs. I thought it was over, but I forgot one last detail. Even with the tingly energy surging inside my arms, I could feel the itching of little hairs pushing through the skin on my wrists. Little mint green colored hairs. Fur. Fur sprouted down my wrists and covered my hooves, rendering my former hands equine and adorable.

Meanwhile, Lyra was grinning like an idiot, wiggling my fleshy human hands on the end of her forelegs.

"Oh my Celestia this is sooooo cool!" she squealed.

I wiggled my hooves and chuckled nervously. "Y-yeah. Cool..."

Okay, this was fun, but I wanted to swap back, immediately. I was already missing having fingers. My brain was screaming at me, thinking I had just been an idiot and decided to cut them all off. Just looking at my hooves was making me nauseous. Lyra, on the other... hoof, was having a blast as she fiddled with my hands, intertwining my fingers together in different ways.

"Alright, Lyra, listen, this was cool and all but-"

I stopped short. I realized that the strange energy that was in my hooves hadn't actually left my body. In fact, it was starting to spread, up my arms, dragging the transformation along with it. Lyra's mint green fur just stopped right above my wrists, but it was starting to spread upward, threatening to engulf my arms. I gasped and tried to scrape off the encroaching hairs, but it was no use. The magic inside me was going to give me green fur on my arms, my objections be damned.

"Um! Lyra?!"

She had noticed what was happening, too. It was a swapping spell after all- the fur spreading up my arms was fur disappearing off her forelegs, and it was happening at an alarming rate.

"O-oh buck," she stammered, watching my pale human skin replace her own. "I think we have a problem!"

"You think?!" I said as the tingling in my arms forced my forearms to shorten, bones grinding away as the magic consumed its length. For Lyra, her limbs extended, taking on the length I was losing, dragging her just that much more away towards being human. Towards being me.

"Crap, Lyra, do something!"

"I'm trying, I'm trying!" Her horn lighted up once again, ready to cast another spell, but it fizzled out, sparks falling limply from her horn. Lyra's face blanked out in an expression I could only read as "What."

"Um...?"

My forehead tingled and pulsed. I heard Lyra groan, putting a hand up to her horn. Oh crap.

Shlurt! Lyra's horn twisted down, disappearing into her forehead, flattening completely. Her jaw dropped.

"M-My horn!" she shrieked, hands clasped over where her former pride and joy once resided.

My eyesight flashed as my forehead knotted and throbbed, the mother of all migraines assaulting my brain case. My head buzzed with energy. I screamed as bone, flesh, and I could swear, part of my brain matter, twisted forward, spiraling out to a pointed tip. I heard the sound of bone grinding in my ears as it grew, inch by inch, until finally, it stopped.

I gasped, my head still throbbing from what just happened. I could feel it sitting on my forehead, but I could only just barely see the tip. I reached a hoof up to touch the new protrusion. The hard end of my hoof clacked against bone. Ouch! Yup, it was a horn alright. Long, twisting, and tapering to a point. Lyra's unicorn horn, capable of magic. Magic that I knew squat how to use.

"Lyra, what did you do?!"

"I-I'm sorry! I got so excited, I-I think I overdid the spell!"

I looked back down at my arms. Not arms, but forelegs. Cute, minty green, pony forelegs. I gave them a short pedal through the air, just to confirm to my panicking brain that I did indeed have forelegs.

"...I'm going to turn into you, aren't I?" I already knew the answer. I didn't know why I asked, but I did anyway.

Lyra bit her lip, rubbed my hands together nervously, and nodded.

Crap.

The magic was showing no signs of slowing down. My forelegs were spared the creepy burning/freezing/electrifying sensation of magical energy, but only because they had already finished their transformation. It was the rest of my body's turn, and I was not looking forward to it at all. A large part of me was ready to scream and panic. Yet, a small, perhaps, foolish part of me held onto the hope that maybe, just maybe, after all this was over, Lyra and I would be able to figure out a way to switch as back to normal.

However, before we could even reach that step, I had to deal with my biggest problem at hand. I mean hoof. Turning into Lyra.

The sensations travelled up my arms and took hold of my chest. My heart was already throbbing like crazy, but the second magic seeped into it, it kicked into overdrive. I made a raspy gasp as blood surged through my system, forcing me into a massive state of alertness. My lungs burned as they tried to keep up. I was sure I was going to fall unconscious. I wanted to. Problem was, I'd never been so awake before in my entire lazy life.

Pressure built in my rib cage. The sensation of bone waiting to snap forced me to breathe even deeper, lungs aching for air. There was no pain, but that just made the whole situation so much worse. People don't appreciate pain enough. Pain makes you stop thinking. Without it, I was forced to confront the reality that soon, my rib cage was about to make a dramatic shift that under any other circumstance would be considered at best a medical impossibility. The way things were going, I was on the track to perform a lot of medical impossibilities. And then some.

CRACK!

In one fell swoop, my chest barrelled outward, tearing my shirt straight down the center of my collar and throwing me onto the floor, right on top of Lyra. She let out a weak yelp- apparently my human chest wasn't well suited for her.

"S-sorry," I wheezed, lungs feeling small and weak inside my massive horse chest. I could literally feel my organs sagging inside my equinified ribcage, an experience I never wanted to have in my life. It didn't last long, thankfully, as my body grew hot, and I felt my squishy insides gurgle and shift around, lungs and heart filling the space. Another experience I never wanted to have. I saw Lyra rubbing her new chest, groaning. Wait, did she just get bigger? Or did I get smaller? Either way, I know exactly how you're feeling, sister.

I pushed myself off of Lyra and rolled onto my back, feeling awkward as my chest was much more pronounced than before. Even with my back flat against the floor, I could see it with ease. I mourned the destruction of my T-shirt, the tears along the collar rendering it unsalvageable. I laid my forelegs down to my side, brushing my hooves against the carpeted floor. My shoulders felt strange- their human construction didn't mesh well at all with my chest. The magic of Lyra's spell focused itself on my shoulder blades. Oh boy, here we go.

I braced myself for the next step, baring my teeth. My shoulders groaned, trying to push into a place they didn't belong. Muscles and tendons snapped and reattached, the magic making the proper accommodations. With a nasty but satisfying crack, my shoulders blades rolled downward, better matching my chest, and ripping apart the arms of my shirt. I let out a cry of surprise as the changes in my joints forced my forelegs into the air. I tried to lay them back down onto the floor, but I found it much more difficult to do so. I was forced to dangle my forelegs in front of me, like an animal would.

"D-dammit, this su-"

My jaw snapped shut, locking up. My head was buzzing, the whole of it grasped by the tingling of magic. I hissed through my teeth, my senses overwhelmed. It was like my face was being blasted by the shower set to that uncomfortable too hot, too cold zone. I tried calling out to Lyra, but all I could let out was a strained, guttural croak.

Something was grasping my nose and my chin, at first gently massaging it. The pleasantness of it was interrupted when the same force seized them, and started to pull. I cried- it still didn't hurt, none of it did. I could hear and feel the bones of my nose and jaw break and reform over and over as they pushed outward, nostrils flaring, tongue lengthening, and teeth jumbling around to find a new place in my extending mouth. The shift in my jaw forced my forehead into a slope to better match the physiological changes to my skull. Meanwhile, my eyes swelled in size, changing from my small , brown, human eyes to Lyra's massive, yellow. pony eyes. The pressure was immense, and I was certain that they would pop right out of the sockets. I was so glad I didn't have a mirror in my room- I'm sure watching my eyeballs swell to the size of dinner plates would've been horrifying.

My brain was in a buzz- I could hardly focus on the small snout that had taken the place of my mouth and nose. A fleeting thought on how cute it looked passed through my thoughts.

"G-gwuaaghh," I sputtered. My tongue was completely lost in the new shape of my mouth.

"G-gunngh...?" Lyra responded. She was in the same boat as me.

Locks of my hair dangled in front of me, black and messy. My scalp itched. I managed to run a hoof along the back of my neck, and I felt hair sprouting down its length, getting longer and curling over my shoulder. All the while, my neck was stretching out, pulling my head away from my body. Pressure built up where my neck met my head. There was a pop, and my head was thrown down, my spine shifting to attach itself to the back of my skull instead of the bottom. My neck ached. I was sure I just got whiplash from that. I saw my hair in front of my face again, now much longer and much more green.

The fur on my chest was creeping up my neck, consuming more of my skin. It tickled the corner of my jaw. My ears, as if trying to get away from the fur, started to move, migrating up toward the top of my head. I groaned and put my hooves on them. It sounded like there was a tornado raging in my room as they shifted. With my hooves on them, I felt them getting bigger, longer, cupping out. They became pointed, and I became keenly aware that my hearing was situated at the top of my head rather than the sides. At last, they could go up no further, as mint green fur engulfed them. The roaring in my ears was gone, and my hearing was more sensitive than ever before- I could heard the rumbling of the air conditioner in the other room, a sound I had never noticed before. That was kind of neat.

I ran my hooves over my head. Small snout, big eyes, flexible ears, cute horn, white and green mane? Yup, I had Lyra's face. I didn't want to look at Lyra herself. I was sure the sight of my face on her body would've driven me insane or something. Yet, I did. I rolled forward, propping myself on my rear and forehooves, and turned towards her.

Holy crap, she got big! She laid there, groaning, her upper body completely... me. Her bottom half remained the same, but at the pace things were going, not for much longer. It was surreal looking at myself like that. I- I mean- Lyra, was laying there, arms sprawled to the side, in a daze. It was like an out of body experience. But, wait, if she was getting bigger, where did that leave me? I looked over to my bed and gasped when I saw that I was almost eye level with my bed. I was absolutely tiny.

I spasmed, my body locking up as I felt my legs surge with magic. I fell onto my back and kicked them in the air in a vain attempt to shake out the sensations gripping them. The process was starting to speed up, now that there was less of my body to worry about ponifying. I winced at the term I came up with. Ponifiying. I was being ponified.

My feet extended, my socks stretching to match. I could see my toes push against the fabric, but they started to curl on their own. I imagined that what happened to my fingers was now happening to my toes. Sure enough, the creases in my socks showing the space between my toes smoothed out, the ends of my socks now looking blunt and round. My feet were now twice as long as before, and the socks were straining to keep them contained. I gritted my teeth- for once, it actually hurt, and I found myself actually glad for that.

It didn't last long, as the socks finally tore apart, the blunt end of my feet bursting out the front. I moaned- it felt so good. Now that my feet were free, I could confirm what happened to my toes. Sure enough, they were hooves, all distinction of my toes gone, replaced with a single visible digit. I let my feet down and felt the frogs of my hindhooves brush the carpet. It tickled. My thighs throbbed and my rear expanded, muscles thickening, fibers folding over each other to give me one hell of an ass. The carpet rubbed against my butt as it grew, straining the band of my boxers. My calves shrank, shins losing length as my hindhooves were drawn closer to my body. The last bits of my old human height disappeared.

I looked over myself, eyes wide with disbelief. The snout, the forelegs, and hindlegs. There was nothing left of me that was human. Well, except for my junk. It was the only thing that hadn't... Oh no. I heard Lyra groan, hands reaching between her legs.

Lyra was a mare. She was female. Oh shit.

The flesh right above my crotch gurgled, fat and tissue bubbling underneath the skin. I had no idea what was happening, but it became clear once I saw two mounds appear like rising dough. My jaw dropped as two points on my skin knotted and twisted around, forming a pair of small nipples. The fatty sacks hung slightly, and a bead of milk oozed from a tip, only to be absorbed by my fur. I just grew teats. Horseboobs. Crotchtits.

My dick grew stiff, pushing through the flap of my underwear. Holy crap, was I getting aroused by all this? How could I find any of this B-movie grade body horror sexy?

A throbbing in my balls interrupted my thoughts. The skin of my balls constricted, pulling my testicles tight against my torso. The tension was unbearable. My hooves curled as I panted like a dog. It felt like I was about to cum at any moment, but I just couldn't get over the edge. I tried to put my hooves between my legs, but I was unused to how big and clumsy they were that I simply pushed my dick around.

Schlurp!

One of my balls was foisted into my torso, and the release was immense. I moaned as I came, all the contents of my displaced testicle dribbling out of my cock. I sighed in pleasure, but shook my head. I just lost one of my balls! I pressed a hoof against my tight scrotum, desperately trying to loosen it, prevent its participation in changing my sex.

Schlurp!

It was no use. I arched my back as I came once more, both of my testicles nestling inside of me. The skin that used to house them smoothed out, leaving my cock all on its own. It continued to leak out my seed, squeezing out every last bit of male juice left inside and all over my boxer. I could still feel, to my horror, my testicles migrating inward. feeling like a terrible stomachache as they churned around, shifting in their biological function from producing semen to producing eggs. I was going to have ovaries. Holy crap.

Only my dick was left. I trembled as I watched it dwindle in length, my foreskin receding and exposing the tip to the cold air. I tried to put my hooves against it, but I recoiled with a gasp, my shrinking member getting more and more sensitive with each passing second. It went from being as long as my palms to being as long as my pinkie. Before long, it disappeared into my underwear.

"N-Noooo," I whimpered. I pushed my boxers down, slipping it past my crotch and off my hindlegs. Between my hindlegs was my penis, now just a nub, only as thick as my former thumb. I sniffled. My pride and joy was gone, rendered into a pony mare's clit.

I didn't have much time to grieve. A crease formed right below my clit, and the skin around it puffed up and darkened. The crease became a rift, sinking inside of me. I moaned. It was as if someone took a moist sponge and pressed it against my crotch, and was using it to carve its way inside of me. My tongue rolled out of my mouth and I groaned, my voice climbing in pitch. It was so violating, yet so sensual. The deeper it went, the more my voice changed. I felt the force form out a vagina, a cervix, then finally, a womb. It ballooned inside of me, creating an empty space inside that I never had before. My clit slipped inward, and my cavity grew wet. A warmth spread from my crotch and wash over my entire body as my former testicles released estrogen into my system, dulling some of my thoughts while sharpening my emotions. I was a mare.

I whined. A long, distressed, girly whine. My mind fizzled out. I barely noticed my spine tingling as it grew out from my rear, a fleshy green dock pressing against my equine anus. I watched it grow with a blank stare. The fact I was growing a tail seemed minor compared to just having just magically leapt the gender barrier. It seemed like no big deal when my spine finished its growth and green and white hairs sprouted from my tail, matching the color of my mane. Within moments, I had a full grown pony tail, long and soft, flicking from my rear.

My transformation was finished. The magic that was swirling inside me dissipated, the heat, coldness, and electric shock fading away.

Lyra sat up from the floor, eyes wide, gasping. She... He blinked, and looked down at himself. He was a human. He was me.

"Whoa, dude..." she said with my voice. "Lyle, I'm you!"

I didn't respond. My mind was still in the process of rebooting. Lyra, however, was ecstatic, giggling as he pinched and rubbed every square inch of his- no, MY body. I threw the tattered remains of my shirt and socks off my body. I went cross-eyed, staring at the protrusion between my eyes that was my snout. I flinched at the sight of my new hooves, wondering how in the hell I was going to pick up anything with them. I guess that's what the magical horn was for.

"This is so cool!" he squealed. "I'm a human!"

Oh, and the lack of junk was incredibly distracting, too. I pressed a hoof on my crotch, trying my best to ignore the two fleshy mounds that were now my teats, gently poking about the feminine opening which had replaced my manhood. I felt way too empty down there, though the long, dual-toned tail sweeping out from my rear alleviated the sensation a little.

"Huh..." Lyra hummed, grasping my privates with his hands. "Human males aren't as big as the guys back home. N-no offense!"

I was very offended. I felt my ears fold back against my head- right, those things were flexible.

"C-change back...?" I finally managed to say.

"Huh? Oh, yeah, totally! Just give me a minute t-"

"Lyra? Lyra, where are you?"

A female voice came out of the portal, followed by the sound of a door closing shut. My face- I mean, Lyra's face- fell, and he went into immediate panic mode.

"Oh no no no!" He said, flailing his arms around. "That's Bonbon! She wasn't supposed to be home until tomorrow!"

My mind was still in shock, so Lyra's panic didn't register in my mind. I tried to stand, but I slipped, landing on my soft tush, misjudging just how long my feet had gotten. I couldn't stand on them as I normally would, flat against the ground- I had to do something akin to a tiptoe to maintain a stance that my hindlegs would accept.

After the step by step evaluation of my new body, the fur on the back of my neck bristled. It hit me. Holy shit. I was a female pony.

I put my hooves to my temples and screamed. It felt kind of good, screaming like that. It would've feel better if I didn't sound like a girl, though. In fact, scratch that. That fact alone just made me scream more.

But before I could dwell more upon on my terrible, adorable, fate, I was scooped up by the... armpits?

"Lyle!" Lyra said with my voice, nose smushing against my snout. Oh god I had a snout. "Lyle listen, I need you to cover for me!"

I opened my mouth to protest, but Lyra interrupted, saying "It'll just be for a day! Just distract Bonbon and I'll be back by tomorrow evening, okay?"

"Lyra, I-!"

"'Kay thanks, I really appreciate it!"

"Lyra you bit-!"

My words were cut short as I was heaved towards the portal, flying through the air as a result of a clumsy underhand toss. I screamed and shut my eyes, hooves crossed over in front of my face as I flew through the portal and into the unknown world of Equestria. My body was doused in the feeling of magical fire and ice as I flew through dimensions, crossing the threshold of reality by means of which I couldn't even begin to understand. As the unstable sea of magical energy roared around me, I could've swear I heard a meow in there.

With a not-so-dramatic "flubumph", I fell against a well kept mauve colored sofa, the cushiony material absorbing my impact. Opening my massive pony eyes, I took in what I assumed to be the home of Lyra Heartstrings. Curiously enough, it didn't look too far from what I'd expect from a human home, except that everything was shorter. At least, I thought it was. With my new height, my sense of proportion was completely out of whack. However, what caught my attention was the portal in front of me, bordered orange instead of blue, and it was getting smaller by the second.

"Oh no!" I yelled, rolling onto all four. I leapt for the rift, determined to get back home, but found my tiny pony body crumpling upon impact and sliding off.

"Oof! W-what the hell?!" I looked back up at the portal, now half its original size, and saw something glass-like shimmering over the opening. She'd put a shield spell on it!

"I'll be back soon, I promise!" I heard Lyra shout through the shrinking portal. "Thanks Lyle!"

"Lyra, you bitch!" I screamed, smacking the shield with my hooves. It rippled, but otherwise stood unyielding to my impacts. "Get back here! Give me back my body, dammit!"

"Sorry!"

And with a pop, the portal disappeared, leaving no trace of its prior existence. I fell forward, no longer supported up by the portal's shield. My horn jammed itself into the floor, forcing my head stuck upside down even as I stood on all four. With a growl of anger, I yanked my head from the floorboards and ran my hooves through the air, riding on some slim hope that they'll catch onto something, anything- maybe a small cluster of quantum particles that would let me unzip the fabric of reality back open and bring me back home.

"LYRA! LYRA!!"

"...Lyra?"

I froze. I turned my head towards the voice and saw her, a beige pony with a blue and pink mane looking at me, concern on her face. Her saddlebags were full of groceries, weighing down at her sides. Another pony. Just like Lyra. Just like... me.

"Am... am I interrupting something?"

I fell onto my haunches, my soft rear smushing against the cool floor. Great. I was stuck here. Stuck in Equestria. Stuck with this other pony whom I could only assumed was the Bonbon that Lyra was panicking over. Stuck... as a pony.

The horror of my situation started to dawn on me. A pit formed in my gut and I could taste copper on the back of my tongue. I was on the verge of a breakdown. Good going, Lyle. Distract Bonbon by falling into a panic attack right in front of her. I'm sure that's what Lyra had in mind. Given the circumstances, I assumed Bonbon was Lyra's girlfriend. You don't freak out over someone like that unless you're in bed with them.

A light went off in my head. In bed with them...? A weird smile came over my face, and the anxiety that was gripping me slipped away. I had an entire day to myself here. A day to explore this strange pony dominated world. A day to explore having a marefriend. A day to explore being a mare named Lyra. Forget my existential crisis, this was a once in a lifetime opportunity!

"Lyra?" Bonbon asked once more. "Are you okay?"

I chuckled in response and sat up. I trotted up to her, a surprising amount of confidence in my step. "I'm doing more than okay," I said with a smile. I gave her a kiss on the cheek.

Bonbon's eyes widened and she made a small gasp. My face fell. Oh crap, did I make the wrong assumption?

She giggled, and kissed me back. On the lips. I could taste her spit on my tongue, oddly sweet, but not unpleasant. She pulled back, smiling, eyes half-lidded, seemingly having forgotten my strange behavior from earlier.

"Are you busy tonight?" she asked.

Score.