I stirred in my bed, and held my pounding head groaning. By the stars what did I do last night...wasn't I working in my lab? I sat upright in my bed, the silk sheets brushing up against me as I stretched and yawned.

"When did I get silk sheets?" I asked myself tiredly, "Mmm it does feel nice and cool though..." I shook my head, trying to wake myself up. "That's right when did I get to bed last night? Oooh my head...why the hell am I hungover?" Last time I checked I didn't have anything to drink last night.

I was sorely tempted to stay in bed, given how comfortable those sheets were. But I needed to get up, Celestia knows how much work I've got to do...

I noticed my refection in the Bedroom mirror...Rarity insisted I have a full body mirror for some reason. I just stared dumbfounded not sure of what exactly I was seeing...

In the mirror stood what could have passed for a rather attractive mare. Her mane, or rather my mane seemed to be dishevelled bed head that nearly reached just under my chin. I was wearing light make up consisting of a darker colour eye-shadow compared to my fur, black eye-liner and a gloss that gave my lips a soft shimmer in the right light. I noted I was wearing earrings and a black choker with a silver star hanging from it.

My reflection was looking back at me with a bright crimson blush on her face, making me look even cuter.

I was a tad slimmer that I should be, and it could have been my eyes playing tricks on me but did my hips look a tad wider? My real question lies in why I was wearing a purple string strapped lace top with matching lace bottoms.

"What the..." I muttered trying my best not to panic.

I couldn't deny that I looked rather cute like that, another part of me however wanted to rip them off and throw them away, never speaking of this ever again...

"Is this what Spike was telling me about?" I briefly wondered, sitting on the seat of my bed. "Is this what I've been doing when I've been blacking out?" I looked at myself in the mirror again, did...some part of me want this? Is that why this feels so right to be dressed like this?

"Just what's happening to me..." I muttered, I still couldn't remember what had happened last night or what happened during the other times I blacked out...

"Maybe I'm over thinking things..." I tried to reassure myself, but still I looked back at the reflection in the mirror, "...Maybe it's not so bad dressing like this in the future when I'm all alone."

I felt a little daring and decided to stay dressed as I was, humming a little as I made breakfast. I had to admit deciding to take the day off and have it to myself was one of the best ideas I had thought of.

I've been so tired and stressed lately with everything, so maybe I deserved a little me time. Here's hoping I get some much needed peace and quiet.

A little light reading did me some good, easily taking my mind off the recent events and the chaos that had seemed to find it's way into my life. Was I worried about these black outs? Of course but I put all that down to the stress I've been under recently.

It just helped that was in very comfortable nightwear right now, nope...nothing weird about that in the slightest. like, not at all...
I mentally wondered if I had stuff like this what else did I have? I couldn't help but wonder...

I looked through my dresser and wardrobe, looking for anything out of place. I found a few things, some denim hotpants, hip hugging jeans, a few backless vest tops, some dresses for a nights out and causal day to day wear and a two piece purple bikini.

"Where'd this stuff come from?" I asked myself. I couldn't help but eye that bikini...”Is this where all those bits I had in my wallet went?”

Now let it never be said I didn't know my curiosity would be my biggest weakness,

I have to admit I looked surprisingly good, I could give quite a few mares a run for their money. I could at least if it wasn't for the one obvious thing between my legs...I frowned and let out a groan of frustration, quickly deciding to try on one of the dresses instead...

Rarity looked utterly frustrated, as she headed towards the Ponyville Library. Apparently the rumours of the new girl in town, had reached her ears and desperately need Dusk's opinion of the matter was. She dismissed it as a gut feeling, but she's always been right about stuff like this.

"Dusk?" Rarity knocked on the door with a quick tap. "Dusk, darling there's something I need to speak with you with." Rarity knocked on the door again, only for it to open ajar slightly. "Dusk?" Rarity looked confused, looking around as she let herself in...

I couldn't hear her, I was too busy lost in my own little world...

"Dusk, are you home?" Rarity called out, making her way up the stairs, "Oh how uncouth of me...barging into someone's home..." She muttered to herself. "Dusk are you..." Rarity opened the door to my bedroom, only to be greeted by the sight of me posing and modelling various dresses in front of my bedroom mirror. "Oh my...darling...Mommy likes..."

Now Rarity had one deep guilty pleasure, something she tried so desperately hard to hide from her friends. She had a fetish of sorts for younger stallions in mare’s clothing, it was one of the few things that could get her hot and bothered.

I caught a glimpse of her reflection in the mirror, and let out a feminine squeal of embarrassment, trying to cover myself up in my embarrassment.

"Oh please dear...do continue...don't mind me." Rarity seemed to be lost in her own little world. "I didn't realize you...were into such a thing..."

"Rares it's not what you think it is?" I tried to explain, but she was having none of it.

"Oh you've even done make up too." Rarity commented, "Mommy likes...oh Mommy likes in deed."

"R-Rares you're kind of scaring me here." I stated. It was unnerving to see Rarity act like such a cougar towards me. There wasn’t much of an age gap between us, I was the youngest at 19 years old, and Rarity was the oldest at 24. To be fair given the professional way she dresses you’d think she was older than she actually was.

"Oh come now darling...don't be so coy." Rarity spoke out, "I do wonder what I did to deserve such a wonderful treat..." I knew that look, it was one of lust..."I heard from Applejack and Spike that you've been so stressed lately...maybe Mommy could help you...relax." Oh no I knew that gleam in her eyes.

"R-Rares..." I stuttered out, "W-what are you...?"

"Shush..." Rarity put a slender finger on my lips, "Just let Mommy help you relax...and enjoy this." Rarity pushed me down on the bed, and kissed me. I went wide eyed...I didn't realize Rarity liked me like this..."You look so good like this darling do you know that?" I felt her hands caressing my thighs under the dress I was wearing, making her way up until she groped my ballsack. "So vulnerable...and helpless...by the sun I just can't help myself..."

"R-Rares...Ha-haah!" She gave them a light squeeze to emphasize her point. "I-I don't w-want this..."

"Nonsense, I've seen the way you look at me..." Rarity whispered, "I could tell you imagined seeing me all those lingerie and negligee I design. Do you get yourself off to Mommy?" She cooed softly in my ear. "Do you fantasize about being smothered in Mommy's nice big chest? Do you Duskie?"

I nodded slowly, only to be rewarded with an eyeful of Rarity's well endowed bust, as she skilfully undid each button with her free hand. She stopped groping me and took off her blouse, and unhooked her bra before removing it and tossing it off to the side. I got a face full of he massive chest as she pulled me into her chest that could be dubbed as a marshmallow hell, or heaven to be more precise.

"Oooh Darling..." She purred, "Do you like being smothered in mommy's big soft breasts?" If I had to answer...it would be along the lines of far from being the most unpleasant ways to die..."Do you like how soft they feel?" She purred and cooed as she pulled my head from her chest. "Do you want Mommy to wrap these big, juicy breasts around that cock of yours?"

I didn't say anything as she removed the panties I was wearing, and wrapped her soft full breasts around my hard throbbing stallionhood.

"H-hah-aaaahhhhh!!!" I moaned out cutely, as Rarity smushed and groped her breasts. She looked like she was a kid in a candy store right now, what was driving her to do this? Fuck her breasts felt so soft...as good as this felt the predatory look in Rarity’s eyes was frightening. I’ve seen that look before...when she sets her eyes on something she’ll damn well do everything in her power to get it. As generous as she was, she could be just as greedy when she wanted to be.

"Do you like Mommy's tits Duskie?" She practically purred, "Do you want to cum for Mommy?" She gave me a hard thorough suck as she titfucked me.

"R-Rares...I'm gonna..." I moaned out, I could see a faint twinkle in Rarity's eyes, "I'm...gonna..." She sucked me harder, and harder. By the stars if she kept this up she'll suck me dry..."I'm cumming!!!!" Rarity stopped sucking as I shot my seed all over her face and breasts.

"That's it cum for Mommy..." Rarity urged on lost in her own little fantasy, "Cum on Mommy's tits!" I panted heavily, I could feel the wetness of tears down my cheeks.

"..." I remained quiet. Rarity suddenly noticed my distress...she looked back down at the mess and looked horrified at what she had done.

"...Dusk..." She spoke up, ending the silence between us, "Dusk I'm so sorry...when...I saw...I couldn't help..." She didn't have a chance to finish, as I ran into the bathroom and locked the door behind me. "What have I done..."

"Dusk..." Rarity pleaded, "I'm sorry at least let me explain..."

"Why..." I asked from my side of the door, "Why did you lose control of yourself like that Rarity?"

"When I saw you...all dressed up." Rarity admitted, "It was like a personal fantasy of mine come to life...and I let myself get caught up in it...Dusk I'm so sorry, I didn't mean to upset you like this."

"..." I didn't bother replying.

"Please Dusk...I'm so sorry..." Rarity pleaded, she sounded sincere but after what had happened I didn’t want her anywhere near me.

"Rarity..." I spoke up in a flat disheartened tone, "It would best if you just left..."

"Dusk...I..." Rarity stopped herself.

"Just go Rarity..." I begged, "Just give me some time..." My ears pricked up as she left. How could she do that to me? and better yet why did I let her...

This was just too much. First my project blowing up in my face, these random black outs I've been having, Spike saying I've been acting weird and now this...I wish my big brother was here...he would know how to handle this. I could feel tears stream down the side of my face.
I doubt I could ever look a Rarity the same way again...if she tried this with me then...no I don't think she's got any interest in someone that young. I high doubt she's even interested in Spike.

I unlocked the door to the bathroom, and looked around only to find myself face to face with AJ's older brother Mac. He looked down at me concerned, wondering why I was dressed as I was and make up staining my face.

"Um yer door was open..." He said sheepishly, "Are yer okay Dusk?" I just looked at him, with tears in my eyes and hugged him. "D-Dusk...?"

I had explained what had happened, everything from the black outs to what Rarity just did, and why I was dressed like this. He nodded knowingly, as if he had some insight of what was going on with me. He sighed gave a moment of thought of what he was about to say.

"Rares didn't mean ya any harm Dusk..." Mac explained, "Ah reckon she's been carrying a torch for yer, for some time now. Don't hold it against her..."

"Do you really think that Mac..." I asked. "I-I don't think I could trust her after this."

"Eyup, Rares isn't the type to lose her cool like that for no reason." He replied, "Ah honestly don't know what else to say Dusk, most stallions would kill for a chance with Rares and from what Ah understand she's been wanting yer for some time now." I frowned a bit...I wasn't interested in her like that. "She must have saw a chance and leapt at it, hoping for the best."

"If you say so Mac..." I replied, trying to reassure myself. "Maybe I'll give us some time before I talk to her about this."

"..." Mac was silent for a moment. For whatever reason I couldn’t help but stare at Mac. Out of the few male friends that I have Mac is easily one of the closest friends I have. He’s always there to lend a helping hand, someone I could talk to and have a laugh with. I’m glad he wasn’t questioning my current state of dress.

"What's wrong?" I asked, wondering what was bothering him. "Why are you looking at me like that?"

"No reason...just thinkin' that's all." He replied simply, "Ya'll been feeling okay recently, Rares aside?"

"I don't know..."I answered truthfully, "At this point I'm debating if Celestia or Luna could help. Maybe I should see a doctor or something first."

"Ya'll want me to come with?" I nodded, giving him a faint warm smile. He was always so kind to me...so warm...gentle...so handsome. "Dusk?" He questioned the look I was giving him, "O-oh no..." I found myself crawling towards him from the other side of the sofa, till there was very little space between us.

I could feel my cheeks flush, my whole body burning up that wonderful addicting feeling swallowing me up again.

"M-Mac..." I stuttered out in what little reasoning I still had, "I-I feel hot all over...It feels so good..." I moaned feeling those foreign yet familiar changes. "W-what's...h-happening t-to me...?" I could feel my breathing become heavier and my heart racing.

Mac put his hands on my shoulders and tried to shake some sense into me. His touch sent a pleasant shiver down my spine, causing me to coo at his touch.

“M-Mac...w-why does...t-this feel s-so good?” I moaned at whatever force taking hold of me lit a fire deep inside me, “I-I want more...”

"D-Dusk c'mon..." Mac urged, trying to snap me out of the lustful daze I was in. "Snap out of it man...fight this!"

"...D-don't wanna..." I replied, losing what little reasoning I had left. "...So g-good...Mac...it f-feels so good..." I let out a small feminine moan as my mane lengthened, my hips and ass filling out, and my chest expanded...

Mac looked on in horror, as he had a front row seat to the changes I was going through.

"T-touch...me..." I pleaded, guiding his hand further down south to my moist nethers. "...so h-hot...n-need it..."

"N-no Dusk...A-Ah'm not doing all this again." Mac warned giving his best impersonation of Fluttershy's infamous stare. My response was only to kiss him, silencing any effort he had of making an argument.

Mac didn't put up much of a fight in the end, as he was soon kissing me back with equal intensity. Mac couldn't help but wonder why he was giving in so easily to this.

"D-Dusk..." Mac whispered out panting. He looked at me unsure of what to say...

"...T-twilight...my name's Twilight..." I reminded him, unaware we now had a guest.

"D-Dusk? What the hell is going on!!"

Author's Note

Oh look drama and a cliff hanger...Enjoy

• Silent out.

Edit: Nothing much to change in this chapter, just a few grammar fixes. I'm kinda tired right now I've been sorting my new PC out all afternoon, and I've still got a lot to sort out with it. I've used the time between downloads to make a few changes here and there in this chapter.