An Uncomfortable Situation

PROLOGUE

A young white unicorn with pink and magenta hair stared at her friends with an unsure yet nervous expression "Are you two sure this is a good idea?" Sweetie Belle asked as she looked at Scootaloo and Apple Bloom.

The yellow earth pony placed a hoof on the unicorn's shoulder and smiled at her. "Ya want yer cutie mark in usin' magic don't ya?" Apple Bloom asked as she patted the filly's back comfortingly.

Sweetie Belle shifted uncomfortably where she sat before she spoke. "Well yes but-" She began to say only for the Pegasus to give her a playful swat to the hindquarters which startled her.

"But nothing! If there's anypony who can pull off this spell other than Twilight, it's you!" Scootaloo exclaimed with a reassuring smile at her friend who still looked nervous.

"Scootaloo's right, Sweetie Belle. Accordin' to Twilight, since ya finally managed to learn to levitate objects, ya've come so far in such a short time that Twilight herself said she's thinking about recommending you to Celestia's School For Gifted Unicorns!" Apple Bloom said with a wide grin much to the shock of the unicorn whose eyes widened in shock upon hearing this.

"She said that?!" The unicorn exclaimed, her voice squeaking at the peak of her sentence as it often did when she became excited about something.

"We weren't supposed to tell her that! Twilight told us to keep that a secret remember?!" Scootaloo snapped at the farm filly with a glare at which point Apple Bloom's expression became guilt stricken.

"Guess we're not gettin' our cutie marks in bein' secret-keepers." Apple Bloom remarked dismally before she looked at Sweetie Belle once more. "Point is, if yer talented enough at magic for Twilight to be sorely tempted to recommend ya to that school, this must be cake-walk for ya to do!"

Sweetie Belle looked down in front her where the spell book titled "Transformation Spells." lay open on the page titled "Genitalia Transformations". Then around herself towards the window of the clubhouse then back down at the book. "But why this spell?" She asked nervously as she looked at her two friends once again.

"Its the toughest spell we could find and if ya can cast it, then ya'll surely be able to get into Celestia's School For Gifted Unicorns!" Apple Bloom exclaimed excitedly.

"That and we're curious about how you look like with a colt dick." Scootaloo added candidly at which point Apple Bloom elbowed the Pegasus hard in the side with a crimson red blush.

An awkward silence filled the room for a short time before the farm filly spoke up. "So… how about ya get to castin' that spell?" She suggested sheepishly.

"Apple Bloom's right. Besides, no telling when Twilight's gonna notice that book missing from her personal library and knowing her, it won't take too long." Scootaloo added.

"Alright, alright! Just give me a chance to look over it real quick. With spells like these, if you do one thing wrong, it can spell disaster." Sweetie Belle stated wisely as she looked over the spell once more. She had studied it thoroughly for the last three hours already but like Twilight, this unicorn filly wanted to make sure she didn't miss any details.

Finally satisfied with how much she looked over it she closed the book and looked at her friends with a smile. "I'm ready!' She said confidently.

"Awesome!" Scootaloo exclaimed as she looked from the window she was previously looking out to Sweetie Belle, walked over, and sat a few feet from her followed by Apple Bloom a few moments later.

"Okay so its super important that you two don't distract me or something could go wrong." The unicorn filly said as she turned around walked a few feet away from Scootaloo and Apple Bloom.

"Okay, okay! Cast it already!" Scootaloo exclaimed impatiently.

"Ya just want to see her with a dick." Apple Bloom quipped with a smirk.

"So do you!" Scootaloo retorted with a blush.

"What part of 'no distractions' did you two miss?!" Sweetie Belle snapped irritably at the two who fidgeted guiltily where they sat.

With her two friends finally quiet, the unicorn closed her eyes and began to concentrate magic into her horn for the spell. As Sweetie Belle's spell began to execute, Scootaloo and Apple Bloom watched in amazement as a green magical light began to swirl around the unicorn.

However just as the spell was nearing its completion, the clubhouse door was suddenly swung open. "What in tarnation is going on in here?!" Applejack exclaimed loudly, much too loudly.

Sweetie Belle's eyes snapped open and in the same instant the spell that was swirling around the filly exploded from her in a shockwave that thrust all three crusaders against the walls of the clubhouse and Applejack right back out the door and into the nearest tree.

"Sweetie Belle?! Come on, wake up! Consarn it, yer sister's gonna kill me!"

A familiar voice exclaimed as the filly's eyes weakly opened to find herself still in the clubhouse.

"A-Applejack? What happened?" Sweetie Belle asked groggily as she sat up.

"That's what Ah'm wantin' to know youngin'! Just what kind of sp-sp-sp-....Whoa nelly!" Applejack began to say until her eyes fell upon the filly's underside and an appendage with two fleshy sacks attached to it caught the mare's attention which rested just above her normal filly parts.

Sweetie Belle however was oblivious to what was causing Applejack to go slack jawed as she looked at the mare a little longer before she realized where she was looking. Curiously she looked down and gasped softly.

"It worked, awesome!" Scootaloo remarked from just behind Applejack.

"Ah was so sure that all three of us were gonna wake up with colt dicks after that spell exploded at us." Apple Bloom added followed by a sigh of relief.

Upon hearing this, the farm mare snapped out of her stupor and glared at the farm filly. "Say what?! Just what kind of spell were ya trying to pull off here?!" Applejack exclaimed in a stern tone.

"The spell was supposed to completely replace my filly parts with colt parts but from the looks of it, it only worked halfway." Sweetie Belle remarked as she examined herself until that is, she realized the others were staring at her, at which point she immediately shielded her goods from the other ponies in the room.

"Why in tarnation were ya tryin' to do that for?!" Applejack asked with a shocked expression as Sweetie Belle stood up.

"Ah can explain!" Apple Bloom suddenly spoke up which caused her older sister to look back at her with a stern expression which caused the filly to cower slightly before she spoke. "It was mah idea. See, Ah wanted her to be able to impress Twilight so much that she'd have no choice but to recommend Sweetie Belle to the School for gifted unicorns so me and Scootaloo snuck into Twilight's private library and borrowed one of her books." Apple Bloom finished as she slunk her head down and sighed. "Ah know we shoulda asked her first and all but we didn't think she'd let her because she would think it was too advanced for her."

"Of course its too advanced for her! She said it herself that she botched the thing up." Applejack replied sternly.

"She only botched it up because you bucked the door open and yelled at her!" Scootaloo exclaimed in the filly's defence only to cower behind Apple Bloom as the farm mare's stern glance became a glare.

"Ah highly doubt that." Applejack replied finally before she turned back to the unicorn with the same stern expression. "Let's get y’all over to Twilight's and get this thing removed and then ya can explain to her why ya stole one of her books."

"Borrowed!" Applebloom corrected her older sister only to cower at the elder mare who snapped a stern stare which said ‘Shut yer pothole and move it!’

"Hmm…" Twilight remarked aloud as she examined the appendage much to Sweetie Belle's discomfort as the filly's face burned red as Twilight used her magic to examine it.

"So? Can ya get it removed? Ah really don't want to have to explain to Rarity why her little sister is packin a carrot stick along with a cherry bush." Applejack remarked nervously as she looked at the lavender Alicorn.

"What page was this spell located on again?" Twilight asked as she levitated the spell book to her and began to flip through the pages.

"P-Page f-five-h-hundred a-and e-eighty-six." Sweetie Belle stuttered slightly as she answered the princess's question.

Twilight flipped the pages to the page the filly spoke of and nearly dropped the book upon reading its title. "You cast this?!" Twilight asked, amazed.

"I almost did but as you can see, I couldn't complete it." Sweetie Belle replied as she hung her head low before her teacher and sighed.

"It was only because Applejack distracted her before she could complete the spell!" Apple Bloom spoke up quickly before her older sister looked at her to shush the filly.

"Is this true Applejack?" Twilight asked curiously as she looked to the farm pony before she began to read the spellbook.

It was Applejack's turn to blush now as she took her hat off and ran a hoof nervously through her mane. "Ah guess Ah kinda did rush in there and- Hold the reigns a consarned minute! They're the ones in trouble, not me!" Applejack began to say guilty before she snapped the second half of her sentence in an outraged manner.

"I never said you were, Applejack. I'm simply trying to get all the facts straight." Twilight remarked as she read over the page of the spellbook not bothering to look from the page at the farm pony.

"R-Right, Ah knew that." Applejack replied sheepishly before she placed her hat back on her head.

An awkward silence ensued as Twilight continued to read through the page until she put the book down with a frown on her face.

"This can't be good…" Apple Bloom thought to herself worriedly as the Alicorn seemed to be struggling to find the words to say.

"I'm afraid that the spell is… permanent." Twilight said which was met with a resounding "What?!" from everypony else in the room.

"C-Can't you just use a spell to reverse or remove it?!" Sweetie Belle exclaimed with a horrified expression as she looked at the princess whom shook her head.

Twilight bit her lip guiltily before she spoke. "No, I can't. This penis is apart of you now. If I were to attempt to remove it, I would risk not only hurting you externally but internally as well." The Alicorn explained calmly.

"B-But the spell never said anything about this being permanent!" Sweetie Belle exclaimed, still unable to accept what the Alicorn was telling her.

"Of course it doesn't and usually transformation spells aren't permanent but you happened to grab one of the most advanced spell books I have in my library which came with a warning pamphlet when I received it." Twilight replied as she levitated a folded piece of paper from one of her drawers and over to the filly.

Thank you for ordering our "Transformation Spells" spellbook from Permaco!

We are required by Equestrian law to inform you that many spells contained within this

spellbook are NOT reversible.

As such, we urge you not to attempt any spells in this spellbook unless you

are ABSOLUTELY sure of what you are doing!

We hope you enjoy our product and hope you will come to us

for your more permanent needs in the future!

Permaco,

If it's not permanent, it's not meant to last!

Sweetie Belle let the pamphlet drop as all color that remained in her facial features drained from her face.

"Look on the bright side! Now you can make colts and fillies happy! OW!" Scootaloo remarked with a smirk only for Apple Bloom to slap her upside the back of the head hard which caused the Pegasus to stumble forward slightly.

5 YEARS LATER...

"Sweetie Belle! Hurry up! You're going to be late to school!" Rarity called up from downstairs.

"Just a minute!" Sweetie Belle called back down while her horn glowed a bright green as she focused her spell.

With a faint popping sound, she knew the spell was complete and walked over to her full body mirror to make sure it had worked. Sweetie Belle had grown into a wonderful young filly over the past five years. Her mane had grown out by roughly five inches, and she herself had grown a few feet in size."Okay, they can't see it from the front, what about the back?" Sweetie Belle asked softly as she turned around and craned her neck to look behind herself. The filly was relieved to see that the only thing visible in her full body mirror were her puffy white vaginal lips and a small pair of teats that hung just behind them in the mirror.

Satisfied with her spellwork once again, she used her magic to levitate her saddlepack onto her back and quickly trotted downstairs to meet her older sister who looked at her with a worried glance.

"Honestly, Sweetie. With how much time you spend every morning to get yourself ready, its a wonder you have time to eat in the mornings." Rarity remarked with a smirk.

"Just following my big sister's example." Sweetie Belle quipped with a smirk.

At first, Rarity took this as a complement until she finally got at which point she snapped her gaze at her sister with an unamused expression. "Very funny." She remarked irritably.

"I thought it was." Sweetie Belle replied with a smirk as she used her magic to pour a bowl of sugar coated hay oats cereal.

With a scowl, the mare walked over to the table and sat down to take a bite of her own bowl of cereal. "I'm serious, Sweetie. I understand you want to make yourself look nice for school but a full half an hour? One might begin to wonder if you're hiding something." Rarity remarked aloud before she took another bite of her cereal.

Upon hearing this, Sweetie Belle nearly choked on her spoon. "H-Hiding something? Me? Haha, you're funny, sis. Like I have anything to hide." The filly replied doing her best to not sound nervous as she spoke.

Rarity looked at her sister with a piercing glance as if she was attempting to read the filly's mind until she finally shrugged. "Sometimes I wonder about you. I was young once too, you know. And I also had my share of secrets!" She replied with a smirk.

"Oh really? Like what?" Sweetie Belle asked nonchalantly as she took another bite of her cereal.

"Though our parents never knew, I had a stack of adult pony magazines hidden between the mattress of my bed!" Rarity remarked followed by a giggle.

"Really? That's your biggest and darkest secret?" Sweetie Belle replied looking unimpressed.

"Oh, did you want to know what I did with them after dark as well?" Rarity asked with a devious grin.

"Ew, no!" Sweetie Belle exclaimed with a disgusted expression as she stood up from the table and placed her saddlepack back on her back and walked towards the door before her sister could continue to disturb her more.

"Have a nice day at school!" Rarity called out just before the filly closed the door behind her.

The teenage filly continued down the street towards the Ponyville high school. Normally, most unicorn fillies and colts would go to specialized schools once they reached their teen years but due to Sweetie Belle's "unique" situation, princess Twilight advised against this.

Though she knew her spellwork was done properly, she couldn't help but feel subconscious at times despite the fact her appendage was unable to be seen or even felt for that matter but it was still there regardless. Thinking about the cloaking spell caused the filly's mind to drift to the Princess, she owed Twilight a lot after all she had done for her. She taught her how to perform the advanced cloaking spell, and promised to keep her extra addition a secret from even princess Celestia. The filly was so caught up on her thoughts that she didn't even notice her two best friends walk up to her.

"Howdy, Belle!" Apple Bloom greeted with a warm smile which snapped the teenage unicorn out of her thoughts.

"Hi, Bloomy." Sweetie Belle replied as she looked over to the farm filly.

Like Sweetie Belle, Apple Bloom's body had grown by a few feet but unlike the unicorn, the many years of working on the farm had toned the farm filly's body into quite the muscular build. Aside from the obvious bodily changes, she had also followed her sister's example and tied her mane into a braided ponytail with a cowboy hat on her head.

"A-B, why do you always wear that hat to school? You know they'll just tell you to take it off no sooner you walk into class." Scootaloo remarked as she pointed a hoof at the farm filly's hat. Scootaloo had also grown along with her friends and while she was the shortest of the three, her wings had grown out to a very respectable size. Like her idol, the Pegasus had adopted Rainbow Dash's manestyle.

"Cuz it was a gift from Granny Smith when Ah came of age and Ah'll be darned if Ah don't wear it at every possible time to show mah farm pony pride! Course y’all already know this!" Apple Bloom replied with a smirk as the three finally made it to school grounds.

Scootaloo was first to notice a silver furred and pink furred duo walking up to the three and groaned loudly. "Heads up. Here comes the snob-squad." Scootaloo remarked dismally just before two teenage fillies walked up to them.

"If it isn't the cutiemark losers." Diamond Tiara remarked aloud with a grin as she pranced around them.

"Could ya lay off for a single day or is that too hard for ya to manage?" Apple Bloom remarked with a scowl as Silver Spoon giggled at the three's expense.

"Oh come now, is that anyway to greet the most popular fillies in Ponyville High School? You should be honored that we even acknowledge your existence at all!" Silver Spoon remarked with a smirk as Diamond Tiara continued to pace around them.

"Oh yeah, really honored." Scootaloo remarked aloud sarcastically.

Upon hearing this, Diamond Tiara walked in front of the three and glared at Scootaloo. "Was that.. Sarcasm?" Diamond Tiara said in a threatening manner.

"Nah… I just love to hear you two ramble on all day." The Pegasus replied, her voice dripping with sarcasm as she spoke.

"Don't egg em' on Scootaloo! You know how they can get!" Apple Bloom exclaimed as she nudged her friend urgently.

"So the flightless wonder thinks she's better than us huh?!" Diamond Tiara exclaimed, her voice raising so that everypony else within earshot could hear her now. "Why don't you wow us with some of those stunts you learned in that Flight School you went to then? What was its name again? Mc-doesn't exist High?" She jeered with a knowing grin at the Pegasus whose wings stiffened up as she glared back at the earth pony.

"That's enough, Tiara! You know better than to snipe at her like that or do you want another bloody snout?!" Sweetie Belle snapped at the snobbish filly.

This remark caused Diamond Tiara to look at the unicorn apprehensively before she scoffed aloud. "Whatever. I'm bored with you three already. Lets go Silver Spoon, I believe Rumble is playing hoofball in back, if we're lucky we'll catch him before he heads inside for class." Diamond Tiara remarked aloud with a devious grin at the three.

"Sluts!" Apple Bloom exclaimed cleverly through a loud cough which was enough to cause the two snobbish fillies to turn and look at her.

"What did you call us?" She asked threateningly her glare even louder than before.

"Ah didn't call ya anythin'. Ah just got a dry throat and all." Apple Bloom replied with a smirk.

The two fillies glared at Applebloom a little longer before they turned around and stomped away in a huff.

Once the two snobbish fillies were out of earshot the three burst out laughing. "Haha! I was going to slam my hoof into her snout but seeing her face when you called her a slut was priceless!" Scootaloo exclaimed between laughs.

"It's true though! She and Silver Spoon have bucked half the hoofball team already and it's not even half way into the season!" Apple Bloom replied which lead to even more laughter from the three.

"How do you know that?" Sweetie Belle asked curiously.

"Big Macintosh is the school hoofball coach remember? He hears things." Apple Bloom replied with a smirk.

Once the three had managed to stop laughing, they headed inside the school and to their lockers. Luckily for them, the school principal was kind enough to assign them lockers that were close to one another at the beginning of the school year.

"So how did yer mornin' go, Belle?" Apple Bloom asked as she took books from her locker and placed them into her saddlebag for her first period class.

"It was fine but my sister is getting really suspicious these days. Just this morning she asked me if I was hiding something." Sweetie Belle remarked aloud nervously as she used her magic to levitate her Equestrian history book from her locker to her saddlebag.

"Of course you are!" Scootaloo exclaimed with a smirk which caused both fillies to look at her fearfully. "You just need to hide the dildo better next time! Ow!" She added cheesily which was met with Apple Bloom's usual hoofslap to the backside of the Pegasus's head.

"Ah swear, one of these days yer gonna spout off the wrong set of information and get Sweetie Belle in an apple pile's worth of trouble." Apple Bloom remarked aloud in an annoyed tone before she resumed putting the last book from her locker into her saddlebag.

"Oh come on, you really think I'd say anything about that in public? I can keep a secret ya know!" Scootaloo replied defensively.

"Still can't believe mah sister asked Twilight to wipe her memory of the event though…" Apple Bloom remarked aloud thoughtfully.

"Well, she is the Element of Honesty. I bet she probably figured that since Sweetie Belle wanted to keep this thing under wraps that she wouldn't be able to lie if she was asked about it." Scootaloo replied as she placed her math book into her saddlebag.

"Ah guess…" Apple Bloom replied followed by a sigh before she looked at Sweetie Belle. "So, how goes those advanced magic classes with Princess Twilight?" she asked in an attempt to change the subject to one that the unicorn was more comfortable with.

At first the unicorn didn't respond, her mind drifting back to the event of five years ago but she managed to snap herself back to the present as she smiled at the earth pony. "Oh they're going well! Just last week, Twilight said I was ready to move onto advanced transformation spells." She replied casually.

"You sure that's such a good idea?" Scootaloo said with an unsure expression.

"What do you mean?" Sweetie Belle asked curiously.

Scootaloo let out a sigh as she closed her locker door and looked at the unicorn. "Times like these I wish I was a unicorn so I could conjure a giant elephant." Scootaloo remarked aloud thoughtfully with a smirk before she looked at Sweetie Belle. "I'm just saying that the last time you messed with advanced transformation magic…this kinda happened." Scootaloo explained as she made a gesture with her wing of it growing up until it stood fully erect.

"I was ten, Scootaloo. I think I'm far more educated than I was five years ago." Sweetie Belle remarked morbidly as she closed her own locker door. "Besides, I already expressed the same concern to her and she reassured me that we won't be working with those kind of spells."

Just moments after Sweetie Belle had said this, a loud bell rang out throughout the hall.

"That's the five minute bell. I need to get to science class, catch you two later!" Sweetie Belle replied as she rushed down the hall.

Once the unicorn was out of earshot, Apple Bloom slapped the Pegasus upside the back of the head. "Ah was trying to get her mind off that topic ya featherbrain!" Apple Bloom snapped with a glare.

"You're the one who's making a big deal out of it. Sweetie Belle's moved on and accepted it as a part of her life and so have I. You're the only one who seems to be unable to let go of the past." Scootaloo remarked nonchalantly before she ran off for her first period class.

Apple Bloom let out a dejected sigh as she closed her locker. "Easy for ya to say… it wasn't yer idea to get the spellbook in the first place." Apple Bloom remarked aloud dismally as she walked to her first period class.

Author's Note

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Proofread by: TheGreatEater