“She’s waking up, so back up,” Rainbow said to her friends. They gave their fallen friend room as she began to stir. A moment passed, and Twilight opened her eyes slowly.

Groaning a bit, Twilight quietly asked, “Where am I?”

“In the Music Room.”

Twilight looked at Rainbow Dash with a relieved smile and said, “I had the strangest dream that the teachers and students were changing into cheerleaders and bunny girls. But the worst was that Spike somehow turned into a cheerleader.”

“Uh… well... about that,” Rainbow nervously said, as she scratched her head as a familiar green haired girl moved in front of her.

“Hiya, sis.”

Twilight started to close her eyes, but Rainbow pushed Spike out of the way and grabbed her shoulders and began to shake Twilight. “We’re not having you faint again, so just accept it,” Rainbow yelled at Twilight.

“O-Okay-y, j-jus-st st-top-p s-sha-ak-kin-ng m-me,” Twilight said as Rainbow let her go. Twilight groaned as she hit the floor. When she felt a pair of hands slip under her armpits and lift her up,
she looked at Rainbow, who was smiling nervously, and said, “Please don’t do that again.”

“Sorry, but we don’t need you fainting again.”

“Well, wouldn’t you-”

Rainbow puts her hand on Twilight’s mouth, silencing her, and said, “Yes, my dog changing would freak me out, but we need to find out how to stop this thing.”

“Ok, then what happened after I passed out?” Twilight asked as she looked at the rest of her friends for the answer.

Pinkie bounced towards her and said, “We really didn’t do anything. We were scared that we would turn as well, but we talked to them for a bit.”

“As Pinkie said, we talked to them and discovered that they still retain some memory of us. Unfortunately, they only remember who we are, where they live and other simple things, but Applejack-”

“Applejewel, darling,” Applejewel said, as she was sitting on the desk reading a fashion magazine.

“Right, Applejewel can still tell who’s lying,” Rarity said, massaging her temples. She walked towards a cabinet and started to rummage through it, as if she was looking for something. “And now, onto the most important thing.”

“Which is?” Twilight asked, mildly curious on what’s more important than their classmates, and her dog, changing.

“Making them new outfits of course.”

Twilight was thinking of facepalming but decided against it, as she was still slightly dizzy. Leaving Rarity to her thing, she then walks towards Applejewel, Sunset and… Spike.

“Hey, sis. You ok now?” ‘Spike’ asked, having a look of concern on her face as Twilight sat down next to her.

“Yeah, I’m okay, um….you,” Twilight said lamely, as she avoided looking at her former pet.

“Geeze, like, don’t tell me you forgot your sister, Barb,” Barb said, raising her hands over her head, causing her breasts to jiggle. She then looked with worry as she said, “You sure you’re okay?”

“Yeah, just a bit tired, um… Barb. Just, um… thinking... Yeah! Just thinking of... stuff,” Twilight said, as she gave a fake smile and tried to sound cheerful.

Barb looked at her sadly but then got a huge smile on her face as she scooted closer to Twilight. She wrapped her arms around Twilight in a hug, causing Twilight to be smooshed against her sister’s bountiful chest. “C’mon... like, tell me what’s wrong. You can trust me, sis.”

Twilight said something but was muffled by Barb’s breasts. “What’d you say?” Barb asked, as she loosened her hug, letting Twilight move her head and said, “I’m just worried that you’re not the same anymore...”

“What’re you talking about? I’ve, like, always been this way,” Barb said confused.

“I’m worried that the pom poms changed my number 1 assistant,” Twilight said, letting a few tears run down her cheek.

“What’re you saying? The pom poms can’t change… anyone?” Barb said, as she tried to remember what happened earlier. Her thoughts drifted to when she grabbed the pom poms away from AJ and Rainbow Dash, but why would she need to jump off the floor to get them to stop their transformation?

The more she thought about it, the more things didn’t add up. She began thinking of past memories, like how she was always in Twilight’s room, but why she did she have trouble leaving the room? Barb also thought of why she just stayed in there when she just loves to meet new people, especially cute boys? And was she always a girl?

Barb started to cry a bit, as she looked at Twilight and said, “Sis, wha-at’s hap-ppen-ned to-o me?”

Twilight, who was also crying, looked at Barb and said, “I don’t know what’s happening to everyone, but I’m here for you.”

Barb lunged at Twilight, wrapping her arms around her in a hug. Twilight just hugged Barb as well, trying to comfort the confused girl. Unknown to them, all the girls were also shedding a few tears at the sappy yet touching scene before them.

Rarity dabbed her eyes with a handkerchief and said, “That was one of the sweetest things I’ve ever seen.”

“Yeah,” Pinkie said, as she blew her nose in the hanky comedically, causing everyone to lightly glare at her. “Sorry.”

Applejewel looked at Barb and said, “Well, Pinkie told me what I as before a couple of hours ago, but that does not mean I am going to leave any of my friends behind, dear.” The rest of the girls nodded their heads in agreement.

Sunny walked towards the hugging girls and said, “Don’t you worry your cute little head. We’re, like, all here for you if you need to totally have a conve-converza… I mean talk,” as she joined their little hug. Pinkie jumped over them, while doing 3 backflips, and landed near them to join their hug pile, and soon, everyone else joined as well.

After a few moments, everyone dislodged themselves from their group hug, except for Twilight and Barb. They took an extra minute before they released each other as Barb asked, “I wanted to ask you something, Sis.”

“W-What did you want to know?” Twilight asked, wondering what her new human friend wanted to ask.

Barb was taking some calming breaths before she asked, “I wanted to know who I was before this,” as she gestured to her body, as she braced herself for the answer.

Twilight looked a bit nervous as she said, “Well, you were my cute puppy and number one assistant.”

Barb was shocked. That wasn’t what she was expecting. Barb chuckled weakly as she said, “Didn’t expect that, but it makes sense now... At least you don’t need to let me out to go to the bathroom any more.”

That answer caused Twilight to smile a little bit and said, “Well, that’s one good thing.” She then began to giggle at Barb’s answer, which everyone soon joined in with her. After their little giggle fest, Barb let go of Twilight as the room got quiet.

Pinkie looked at everyone, smiling, and said, “We really needed that laugh.” Everyone voiced their agreement as she looked at all of her friends, before frowing. “Hey, girls. Where’s Fluttershy and Tennis?” Pinkie asked, looking around the room.

The question brought blanks stares and shrugs, except for Rainbow and Twilight. At the same time, they both said, “Uh oh.”

In the restroom

Tennis walked into the school’s restroom, as she dragged a nervous and shaking Fluttershy in. She made her way towards one of the stall and gently pushed Fluttershy in.

“Um... Why are we here? If you don’t mind answering,” Fluttershy quietly said, trying to hide behind her hair. The bunny girl brought her right hand against Fluttershy’s left cheek.

“I was thinking we could start our little lesson,” Tennis said, as she slowly moved towards Fluttershy’s face. “After all, I have a lot to teach you,” she then closed the gap between their lips, as Fluttershy’s eyes opened wide. Tennis tried to probe her mouth but the lips didn’t move.

Tennis, sensing her hesitation, moved her hands to the shy girl’s shoulders and began to gently rub them. Fluttershy’s eyes slowly closed and her lips parted as she began to relax from Tennis’s little massage, allowing the bunny to invade her mouth. She started to push her tongue against Tennis’s, wrapping around it as she moaned. Feeling a bit daring, Fluttershy moved her hands to the bunny girl’s pantyhosed ass and gave it a small hesitant squeeze.

The burning in her lungs told Tennis that she needed to breathe, to end the kiss. With a great amount of reluctance, she slowly moved back as a small trail of saliva connected her to he blushing shy girl. Fluttershy looked as if the kiss left her drunk on Tennis’s taste.

“Well, it seems that you’re a natural at this,” Tennis said, giving her partner a coy smile, “but now’s the time for the next lesson.” She moved her hands to the hem of Fluttershy’s skirt and began to unfasten it.

Fluttershy, not even paying any attention to Tennis, said with hesitant intrigue, “What’s next...?”

Sliding the skirt down her legs to her ankles, Tennis got down on her knees and said, “The next lesson is a very important one,” she hooked her fingers into Fluttershy’s panties. “But for this, I’m gonna need another part of your body.” She pulled down the panties to join the skirt.

“What are you doaaaaAAAAAAHHHHHHHH,” Fluttershy gasped before she pleasantly moaned, as Tennis licked her vulva. As Tennis licked them again, Fluttershy felt small shocks travel up her spine.

Tennis moved her lips away from the leaking vagina and said, “If you like that, then you’re gonna love this.” She then plunged her tongue past the lips and into the vagina, as Fluttershy let out a loud pleasurable moan. Tennis began moving her tongue in and out, side to side.

Fluttershy couldn’t believe how good this felt, as she thought of all the times she saw all those mating documentaries and porno magazines. She always wondered how it would feel to have a guy fuck her or someone lick her pussy. Lifting her shirt up, she unfastened her bra and dropped it as her DD cup breast flop out just like those girls in the magazines.

She then groped her breasts, causing her to give herself more pleasure.

Looking up at the moaning girl, Tennis smirked and said, “Well well well. Looks like someone isn’t as shy as everyone thinks.” She knew that Fluttershy was reaching her breaking point, so she tried something different. She moved away from the girl’s crotch, gaining a disappointed groan before Tennis slipped a finger into Fluttershy’s snatch and lowered her head to the neglected clit.

Fluttershy let off a loud scream as she let loose the floodgates, drenching Tennis in her juices. Giving Fluttershy a moment to bask in the afterglow, Tennis reached up to her and gently slapped her face.

“Hey, shouldn’t we get back to your friends?” Tennis asked, as she pulled Fluttershy’s panties and skirt back to their original position. The mention of her friends brought Fluttershy back down from her high.

“Oh no. They must be wondering where I am,” the pink haired girl said, as she tried to stand up. She would have fell if Tennis didn’t grab her.

“You need to calm down first,” Tennis pointed to the floor, “and secondly, you might be needing that.”

Fluttershy saw her bra where Tennis was pointing, and bent down to pick it up with her face flushed in embarrassment. “Um, do you mind…,” Fluttershy mumbled, as she put her bra on and turning around. Taking the hint, Tennis fastened the bra and said, “There ya go.”

Letting her shirt down, Fluttershy exited the restroom stall and restroom itself with Tennis following her. “So, I got to ask, was that your first time someone went down on you?” Tennis flirtily asked as she walked with her.

Blushing deeply, Fluttershy quietly said, “Y-Yes it wa-as. It was better than the magazines and movies made it sound.”

Tennis smirked as she said, “So, you have some porno, huh?”

Fluttershy gasped as she put a hand over Tennis’s mouth. She looked around and saw that no-one was around to hear. Letting go of her friend’s mouth, she said, “Please don’t say that out loud. I don’t want anyone to hear that.”

“Oooooh…. So, you’re one of those closet perverts?” Fluttershy felt her eyes get a bit moist as Tennis shrugged as she said, “Well, not my place to judge someone else’s sexual activities. You do what you feel like.”

Fluttershy hid behind her hair as she said, “Please don’t tell anyone.”

Tennis looked at her for a moment before she gave her a gentle smile, a wink, and said, “Tell everyone what? I don’t know anything.”

Fluttershy gave her a grateful smile as she quietly said, “Thank you.”

Tennis walked towards to the girl and gave her a little kiss on the cheek. “Don’t sweat it. Huh?” She glanced behind the shy girl and with a raised eyebrow, started reaching for something. A moment later, Fluttershy felt something smooth and slippery being placed on her head.

“Here. You were a real trooper for going along with me in the restroom like that. Who knows? Maybe it’ll help you feel tougher or somethin’. Maybe you’ll even get a guy to give you a nice fucking.”

Fluttershy blushed but smiled as her friend said that, unaware of what would happen next.

Author's Note

No transformation this chapter. Also could anyone give me advice on writing a sex scene. Those are not my forte.

Also thanks to my friend Regreme for his help.