It took the majority of the afternoon, but I finally finished cleaning my basement lab. I sighed, I was still frustrated at all that hard work going up in smoke last night. I couldn't remember any of it after the explosion, I guess I must have slept like a log last night. I still felt tired and my wings still ached from exhaustion, which I couldn’t understand why.

I still didn't know what that craving feeling was, and to be honest it felt like I was suffering from some form of withdraw, if I had to describe it. I organized the books on the shelves to take my mind off the feeling.

"Dusk, I just got a letter from the princess for ya." Spike called out, "Looks like it's important too."

"A letter? Pass it here Spike." I asked the younger dragon.

My Faithful student Dusk Shine.

I am just letting you know that my sister and I will be dropping by later this afternoon. It would seem we have something to discuss in private with you regarding your recent visits to the Everfree forest, and I believe Spike has informed us of a Project you were working on. I know this is such short notice but we have much to discuss with you.

- Princess Celestia.

"Great the princesses are coming..." I sat down in disbelief, any other time I would be excited. "What am I going to tell them? How badly the project failed or what the ingredients were for."

"That would be a start my faithful student." A voice spoke up behind, I dared not to turn my head out fear, I knew exactly who that voice belonged to...

"Now what would my faithful student need with powdered desire, crystallized lust and liquid courage for?" Celestia wondered aloud in a stern tone, "Such rare and hard to find herbs. Indeed what would you need something like those for, Dusk?"

"I-It was for a spell I-I was creating, an enchantment to be exact." I answered nervously. I felt like a child who’s just been caught with their hand in the cookie jar right now with the way Princess Celestia was staring at me. She hasn’t given me that look since the ‘Want it, Need it’ fiasco.

"Using alchemy to a base for an enchantment?" Luna raised a brow, "Surely you must know doing that makes the enchantment permanent."

"Well I'm not going to use dark magic." I countered, "Ponies use alchemy all the time in enchanting all the time, it's one of the safest practices in Equestria."

"Yes it may be Dusk, but do remember that even simplest of alchemy comes at a price." Celestia reminded, "It's the First Law of Equivalent Exchange. Something has to be given in exchange in equal value to the what you are using the alchemy for." I shook my head and sighed.

"I did everything perfectly, right until the crystallization of the catalyst then something happened and it exploded." I explained, "I didn't even get a chance to cast the spell for binding of the enchantment."

"..." Celestia sighed, "Maybe it was for the best you didn't finish the spell then...next time just don't go behind my back about about stuff like this, I'm still your mentor alicorn or not, Dusk."

"I-I know...but." I stuttered out.

"But nothing Dusk creating a spell or enchantment from nothing is both dangerous and foolish without the proper guidance." Celestia scolded me like a child, "There is a reason I haven't taught you anything of that nature Dusk..."
Luna looked back and forth between us, and felt a little sorry for me. I met her gaze for a brief moment, and looked away out of shyness.

"Anyway we would like to ask your help in something private Dusk." Celestia spoke up, "It would appear my sister had a rather risqué encounter with an alicorn we have never met...what did you say her name was Luna?"

"O-oh?" Luna jumped, blushing in embarrassment. I had to admit she looked absolutely adorable like that. "S-she said her name was T-Twilight Sparkle..."

"How'd she get past the guards?" I asked curious.

"We have no idea." Celestia answered, "Though I will be inquiring why a nude alicorn managed to sneak by the palace guard."

"Wait she was naked?" I asked raising a brow, you'd think she would attract some sort of attention like that.

"Apparently so..." Celestia replied. Luna was getting redder and redder by the moment.

"I take it you want me to look into it?" I asked.

"Yes, think of it as a punishment for doing your project without informing me first." Celestia gave a stern look. "but for now I will double the watch, maybe ask your brother Shining Armor for a favour should I have to."

"I'll come up with something." I began thinking, "Maybe a barrier could work, no...maybe..." I trailed off, "It'll take some time...but I'm sure I could come up with something."

"We will leave you to that...Farewell for now Dusk." Celestia and Luna left me alone in my lab. I couldn't help but watch Luna's shapely ass bounce slightly with each step she took from the corner of my eyes, I could have sworn for a moment I caught her looking back with an adorable blush etched faintly on her cheeks..

"Mmm I wouldn't mind a piece of that..." I shook my head of that stray thought, wondering where it came from.

The rest of the day was uneventful as I spent it finishing cleaning up whatever mess that was left from last night's accident, I don't know why but I still felt so drained. I couldn’t understand why even after sleeping half the day away.

Spike was out helping Rarity for the day, leaving me all alone in the library. I sighed, he had it bad for Rares but I personally think Rares doesn't see him as anything more than a little brother.

I couldn't seem to take my mind off Luna...everything about her, I remembered how cross her sister was with me when she caught me checking Luna out a few times in the past. How could I not? Everything about her screamed beauty.

How could any stallion resist how pretty her face was...how much of an eyeful of cleavage she gave you with that blue silk dress she insisted on wearing all the time. not to mention the view of her lush backside...princess of the moon indeed. I chuckled a little, could you see where I was coming from now? The utterly dorky prince of friendship who has the hots for his mentor's younger sister. If Shining heard me now he’d probably laugh and say something along the lines of ‘the apple doesn’t fall far from the tree’.

I could feel that rising heat again, building up again. That wonderful addicting feeling washing all over me. The craving...the want...the need...oh this was heaven.

"Oooh...L-Luna...." I groaned out a little, as the heat continued to rise. "D-dammit w-why does this feel so good?" My breathing was getting heavier, my heart beating faster...this utterly overwhelming desire for more washing away any coherent thought away.

Thoughts of having a shy and vulnerable looking Luna bent over my desk suddenly came to mind. I could feel a vaguely familiar tightness building up again in my chest and hips.

"H-hah-aaaaahhhh!!" I moaned in bliss, this feeling was amazing. I wanted more..."M-more...g-gimme more..." My ass and hips slowly filled out straining the fabric of my jeans, the button of my jeans threatening to come undone as they swelled up more and more. The buttons of my shirt began staining against the expansiveness of my increasing sensitive bust.

I could feel everything that made me a stallion retreat and regress, each bit of the change bringing me to a new height of searing hot bliss. Soon there was nothing left, but a warm pleasant wetness that reeked of feminine sex. It was begging to be touched, to be caressed and teased.

"F-fuck...L-Luna..." I moaned, as the buttons and the seams on my jeans finally gave way with a loud rip, revealing thickening thighs, widening curvy hips and a fattening swelling backside that just demanded to be worshipped. I can't help myself letting out increasingly feminine moans and screams. This heat, this feeling building up inside me I wanted more of it...I craved it...I needed it.

My mane lengthened till it reached my shoulders, with the rest of my body taking on softer and womanly features...the way it felt...nothing could compare to it. If I died right now heaven would be nothing compared to this. This feeling, this wonderful addicting feeling I was getting drunk off, the warm wetness of my feminine sex trailing down my inner thighs.

I tried to stand up right and calm myself down. I took a few steps forward, only to have the heat return full force. The utter heaven I was feeling between my legs rendered me unable to make a single coherent thought, all I wanted to do was be consumed by all this lustful heat that was caressing my body.

The friction with each step only served to increase the pace of the growth my breasts, hips and ass. I couldn't help but see myself in the mirror, and how I was filling out.

"F-fuck..." I moaned, "I-is that me...?" I couldn't resist the burning heat in my loins any longer. I couldn't believe I was getting off to this, but by the stars this felt amazing...how could anyone get sick of this...I leaned back, rubbing my thighs together. "Fuckfuckfuck!!" This felt so good, so intense I don’t think I even needed to touch myself...This searing heat was so intense I was getting off to it.

Part of me wished somepony would just come find and fuck me right now, I needed more of this feeling, this heavenly orgasmic feeling that was consuming every thought I had.

The buttons of my shirt finally gave way and shot across the room one by one, leaving my bare sensitive chest exposed for anyone to see if that had bothered to come in right now. They were just so large and tender just begging to be sucked, groped and teased...I didn’t care by who. They could have been a stallion for all I cared...I just wanted somepony to fuck me till I couldn’t walk or see straight.

"Oh...no..." I groaned, as bit down on my lower lip, "I'm gonna...f-fuck...I-I don't want...I-I don't want this feeling to end...I'm gonna..." I felt the heat take over and kick itself into overdrive, as it sent my heartbeat racing. "I-I'M CUUUUUUUUUUUUMMMMMMMMMIIIIIIINNNNNNNNNNNGGGGGG!!!!"

I dropped to my knees, an utter look of bliss covered my features. That felt so good, I knelt there motionless slowly getting my breath back, coherent thought slowly and surely returning to me. I caught my reflection in the nearby mirror, smiling at my wonderfully curvy body and a sense of confidence it gave me.

“Maybe I should get cleaned up...a filly needs something wear after all and I have plenty of daylight to kill before everything closed.” I grinned at the thought.

"Don't you worry Duskie..." I let out a giggle, "I'll be gentle on the wallet."

After getting cleaned up, I headed into the Ponyville market. I made sure to conceal my wings using magic, not to mention a little bit of magic to alter some clothes in my wardrobe.

A pair of jeans that became tight denim hot-pants, and a simple vest top was the only thing keeping me modest, though I'm sure the odd stallion or mare wouldn't mind if I bent over a little too far. I didn't mind going commando, then again I couldn't really help it now could I? No underwear and all that.

I had caught the attention of many ponies I knew, I could tell that they were wondering who I was but I was going to keep that my little secret. I’m sure shy adorkable Duskie would shrink away under all the stares, honestly I think Fluttershy was the only pony shyer than he was.

It was a very pleasant late afternoon, and there was a rather nice light breeze in the air. The market place was still busy, obviously from the last hour rush as Spike would call it. I could tell the occasional stallion was glancing my way, and I was loving every second of it. I let out a giggle when I heard a mare slap her coltfriend for checking me out.

I love being the centre of attention, you could say I thrive in it. Maybe Trixie was on to something about being the centre of attention with the way she paraded herself. I still don't know what brought me out but I'm not complaining, and to be honest I don't really care.

Now don't get me wrong, I'm not like shy and awkward little Duskie. I would say I'm flirty and a bit forward yes, but that doesn't mean I'm some dumb bimbo. I'm every bit as smart as he is and I know everything he’s learnt from the princess over the years.

Speaking of princesses, I had no doubt Celestia would be on the look out for me after my little stunt with her delicious looking sister. I could hardly blame Duskie with his cute little crush on her, too bad she’s such a shy little flower but then again it was always the shy ones who turn out to the screamers. I licked my lips at the thought. I honestly wonder who’s name she’ll scream when I have my way with her.

I had to make sure to pick up a few things I needed, I'd rather not let Dusk let on about me...just yet. It'll be better once he figures it out for himself, but for now I'm keeping my mouth shut...he’s stuck with me forever now, but then again he always has been.

I found myself in front of the Carousel Boutique, inside I was greeted with the sight of a familiar small purple dragon accompanying a rather busty unicorn mare. Poor Spike he's completely head over heels for her, I shook my head and rang the bell on the counter.

"Oh hello darling and welcome to the Carousel Boutique, how can I help you dear?" The curvy mare, who I knew as Rarity greeted, "Oh my darling are you new around Ponyville?"

"Yes I am," I answered the seamstress with a small smile, "My name's Twilight Sparkle, I don't suppose you have anything I could buy in my size straight away?"

"Oh my darling of course we have, but I will have to take your measurements." Rarity replied with her usual gusto, "Do you have anything in mind particularly?"

"Hmm..." I thought for a moment, "Do you have anything backless? and better yet something lacy?"

"Oh I may have a few things." Rarity led the way, "Are you planning a surprise for your special some-pony?"

"You could say that I have someone in mind?" I replied as I entered the changing room, "Would you mind?" I asked.

Rarity just stared at me dumbfounded as I stripped down into the nude, I couldn't help but notice a look of jealousy. I let out a giggle.

"Aren't you going to measure me?" I asked teasingly, "or do you see something you like?" Rarity shot me a dirty look, obviously she didn't take too well to my flirting, too bad she didn’t swing that way.

"How could you allow yourself to be wandering around Ponyville with nothing on underneath, don't you have any shame darling?" Rarity scolded, "Honestly what were you thinking..." I couldn't help but notice Rarity was being rather rough with my breasts, I couldn't help but let out a low happy moan as she groped and fondled them trying to get a proper measurement of my chest.

"S-sorry about that..." I apologized shyly, "I'm a tad sensitive..." Rarity shook her head and muttered something under her breath.

"For a moment there you reminded me of Dusk Shine..." She muttered faintly.

She soon finished taking my measurements, and I paid for everything I chose. A couple of backless tops, mini-skirts, dresses for the night life, a two piece bikini, a couple of black lace bra and panties with matching garter belts and stockings. Rarity was even kind a enough to throw in some make up and a few pairs of heels. Don’t get me wrong the clothes Duskie always wore were comfy, but he really needed to be a bit more stylish that bookworm look of his didn’t exactly do him any favours.

I wondered briefly if Luna would like me in any of these, maybe but for now I was half tempted to visit AJ if I got some 'play time' tomorrow, who knows maybe I'll get AJ or that sexy brother of hers all to myself...everypony was trying to snatch him up, but then again the strong silent type was definitely a turn on. He’s smart too, don’t let that farmhand look fool you there’s a reason he’s in charge of the farm.

I couldn't help but notice Spike had already left for the library, I had better hurry if I don't want my little secret found out, and that said the clock was ticking...I couldn’t help but notice I had a bit longer than last time...well isn’t that an interesting bit of information.

Spike finally got through the door, he could faintly hear the shower upstairs.

"Dusk I'm home..." He called out, but got no answer. Spike shrugged and smelt something faint in the air. "Huh?" Spike suddenly got a sly grin, "Was Dusk bangin' a chick here in the library?" He wondered briefly, "Nah...Dusk's far too shy for that."

"To shy for what Spike?" I asked stepping out of the shower, a towel wrapped around my chest. Spike was giving me a confused look, quite possibly thinking what was going through my head to if I had to take a guess.

"Uh...you're kinda wearing the towel wrong bro?" Spike pointed out, giving me a raised brow. "You're not a chick remember." I didn’t get what was so wrong about it, it was rather comfy and it felt kinda right wearing it like this.

"Whatever..." I shrugged, "Enjoy your time at Rares?"

"Yeah but this weird mare came in before I left." Spike answered, "She seems to be the talk of the town." There’s someone new in Ponyville? Most ponies tend to stick to Canterlot these days, so a new face was something rare around here.

"She got a name?" I asked curious, wondering who this mystery mare was.

"Yeah she said it was Twilight something...I didn't catch the last part." Spike explained, "I was kinda distracted..."

"By her or Rares?" I teased, "I've seen the way you sneak a peak of her ass every now and then."

"S-shut up Dusk!!" Spike blushed, "Like you're any better about Luna!" I tried to hide my blush, Spike got me there but I’m not going to admit that to him.

"Whatever...I'm getting an early night." I told the younger dragon, "I'm still wiped from yesterday, maybe some actual sleep will do me some good." I walked off to my room not realizing the sway i had in each step.

"Huh...what's eating him?" Spike muttered, as he went down to the lab.

Spike noticed the tattered clothes and knocked over chair, by the stairs. Again he could smell a familiar scent of sex coming from the tattered clothes. He shook his head, cleaned up and threw out the tattered clothes, as he went about his evening chores...

Omake:

In the Carousel Boutique...

Rarity was pacing back and forth, looking cross a little flustered. Her younger sister Sweetie Bell was looking confused at her flustered sister.

"What's wrong sis?" Sweetie asked.

"It's...t-that hussy that came her earlier!" Rarity vented, "S-she had the utter gall to be...be so uncouth! Has she no shame! To flirt with me so openly like that! It just makes me so....ohhh!!!" Sweetie Belle didn't quite get it. "What's worse I can't help but think of Dusk Shine when I see her!!"

"Is this about you wanting get Dusk Shine in a dress and doing the nasty?" Sweetie Bell commented. Rarity just stopped and looked at her sister wide eyed.

"Sweetie Bell! Where did you hear such a thing!?" Rarity scolded, in an effort to hide her embarrassment.

"You kinda talk in your sleep sis..." Sweetie Bell dead-panned “You snore loudly to.”.

Else where...

I couldn't help but let out a sneeze, was someone talking about me?

Author's Note

Here's the next chapter for you all. Enjoy.

• Silent out.

Edit: Chapters been extended, along with some grammar fixes.