Rainbow Dash flitted from cloud to cloud, snorting in slight annoyance when she looked to ground level and couldn't see what she was searching for. She had been given a day off from Wonderbolt duties and she wanted to just fly around and see where the day took her. Though that idea went out of the window due to it's lack of results, so she instead decided to track down her friend Earl to see if he'd be up for shooting some 'Earth Basketball' with a few of her other friends. Though, she couldn't seem to find him, which apparently had been the case for quite a few ponies in fact. Earl had seemed to have become more distant as of late, rarely talking to ponies, or staying out for long. Occasionally, Earl would 'appear' in the market to get groceries or supplies, but then he'd be gone just as quickly. The cyan colored pegasus mare whipped her rainbow mane in mild annoyance and plopped on a cloud.

"Where is that lanky monkey?" she muttered, "You think someone like him would be easy to spot."

"Yeah weird," a bubbly voice responded beside her, "never seen a lanky monkey before."

"GAH!" Rainbow yelled and dropped into a rain cloud with a splash.

Pinkie Pie glanced over at her friend who grumbled as she raised her wet head out of the cloud and bashfully smiled, "Hehe, sorry Dashie."

Rainbow noticed her cotton candy pink earth pony friend was in a hot air balloon as she shook herself dry, "Hey Pinkie. What're you doing up here?"

Pinkie was gazing out of a telescope, "Scouting prime party locations. A professional like myself can NEVER not be prepared for the event of a sudden surprise party or even a small tea party. Location is EVERYTHING!!! Oh! The top of that windmill looks good!"

Rainbow chuckled a little and continued staring.

"So who's this monkey you're looking for? Is it Charlie the Chimp? He's over at Fluttershy's but he's not bald," Pinkie tapped her chin, "actually I think he's bald-ING. But don't tell him I told you that."

"No Pinks, I'm looking for Earl," she looked over at Pinkie, "You haven't seen him have you?"

"Not recently," Pinkie shrugged, "after Golden Heart turned him down, he kinda became harder to find."

"Wait," Rainbow blinked in surprise at Pinkie, "He asked her out and she shot him down?"

"Yeah..., kinda sad actually." Pinkie nodded slowly and went back to her telescope.

"Darn, I knew he really liked her," Rainbow continued to scan the street, "but that's harsh. Such a nice guy too."

"Oh he's doing fine," Pinkie waved a hoof, "OH! A pelican!"

"Hey, I thought you said you hadn't seen him recently!" Rainbow replied in mild annoyance.

"Well I mean I haven't seen him since lunch, or brunch time," she reasoned with a smile, "he always comes into work to get his breakfast as usual though!"

Rainbow deflated slightly as her brain spun the gears to try and decode Pinkies process. But she stopped when she noticed something out of the corner of her eye. She quickly turned to Pinkie and gave her a wave and a quick promise to hang out later, and then zipped down to ground level. Earl was calmly walking across town, giving and returning the occasional greeting to everycreature he passed. He was carrying a sealed grocery bag in his hand as he continued his trek toward his house.

"Heya Earl! Where have you been man?" Rainbow greeted as she hovered and followed at eye level beside the human.

"Oh, hey Rainbow," the man shrugged slightly, "Just been busy for a while, that's all."

"A while? Dude, I went by your work earlier to ask about you and everypony said you took your vacation days. Even more said that you seemed to have just stopped coming out of your house," she twirled a hoof in the air, "Then I decided to go over to Twilight's cause I KNOW you like reading there from time to time and she tells me nopony's seen you in a month. The MOST is whenever you go to get food or clothes, what the deal?"

"No deal, like I said, I've just been busy. That's all," he rolled his shoulders a little, "little stay-cation to work on some projects."

Rainbow stopped in front of him and placed a hoof on his chest, "Just wait up alright? Look, I know about what happened with Golden Heart, Pinkie told me," Earl seemed to slump slightly, "I'm not good at sappy stuff...but if you wanna just chat or something. I'm here alright?"

Earl smiled and ruffled Rainbow's mane, "I appreciate that Dash, but really, I'm fine! No wonder your the Element of Loyalty," Earl kept walking toward his modest two floor house and Rainbow followed.

It sat atop a hill overlooking Ponyville, just near the limits of the town. It was simple and, due to his height as a human, built to accommodate it. It was simple light brown with some maroon interior curtains on the windows with some brick red roof shingles. He approached the door and fished the keys out of his pocket, and fumbled with the lock.

Rainbow glanced at the bag he was carrying it and sniffed it and gagged, "Oh man, what's in there?!"

Earl tensed lightly, "Just...uh...some herbs. Incense."

Rainbow raised an eyebrow, "You might want to check the expiration date, I think they went bad."

Earl opened his door and walked inside but stopped before turning to Rainbow, "I appreciate you checking in on me RD, but really, I'm doing alright. I'm just going to take some me time to get some things straight you know?"

"Oh yeah sure, cool," Rainbow replied as she landed, "I guess you wouldn't want to come and play some basketball?"

"I'll take a rain check on that," his got down on one knee to get eye level with her, "Like I said, I just need to get some things straight okay? Why not go hit Applejack up? You can dunk on her for a few hours."

Rainbow smirked a little, "Good idea, I can show her the ropes for once. See ya later Earl!"

Earl waved and waited until she was out of sight before shutting the door. He walked through his living room, the simple decor all neat and tidy. On the far side of the room there was a an actual TV, courtesy of Discord. The hodgepodge creature had taken a great interest in the human when he first showed up and showed off his phenomenal reality warping powers. Earl actually thought, despite his personality, he was a cool guy. Little rough around the edges, but cool. He put the possibility of sending Earl home to bed saying that his Chaos Magic though powerful, was limited to ONLY his reality. So he couldn't traverse out of the existence he was in, meaning porting Earl home was beyond impossible. HOWEVER he did say he could, at best, tap into his world's telecommunications network to receive but not send. When asked why he could do that and not send Earl through some similar method he merely stated.

"I may be able to bend and change the rules," Discord stated dryly, "But there are SOME rules that even I can't break. Creation and existence is both a malleable and cruel mistress."

Earl had shrugged it off with a smile and thanked him for the effort none the less, which Discord was both surprised and mildly touched at, so much so that he even gave him the 'full package' with the TV. Earl shook his head and walked over to a study that was off the living room that he had originally had used as a pseudo storage room for spare odd and ends he didn't use. But now, all those boxes were in his attic, opening up the medium sized room fully. He had moved a spare dinner table into the room, a full length mirror and cleared off a few shelves that now held several old and new tomes of various sizes. The books themselves relating to potions of all sorts, ingredients, and even alchemy. It took some time and some all nighters, but well into his vacation without distractions, Earl picked up a lot pretty fast. On a new shelf he had put in just below a rectangular window, were several herbs and odd ingredients either in the open or in jars. Directly below the 'Ingredient Shelf' was the spare dinner table with a fully functional chemistry layout. Glass Blower and his wife Bunsen Burner had been more than happy to receive him as a customer and supply him with what he needed. Beakers, vials, burners, tubes both plastic and glass, looped and stuck out in a strange roller coaster of scientific intricacy. Earl placed his shopping bag down and pulled out an odd vegetable. It was on off purple with a pinkish hue with a dark green leaf atop going down the side perfectly.
The veggie itself, though crude in shape, resembled the head of a pony.

"Hoss Radish," he muttered, "not to be confused with Horse Radish."

He sliced off a few chunks before placing it in an empty jar. He wordlessly turned on all the equipment and ground the pieces into a powder in a special bowl. After checking the powder to ensure it was well ground, he nodded and turned to a small brown note book. He flipped it open and then opened, 'Alchemical Almanac of the Obscure,' he tapped the entry for Hoss Radish which read; 'Properly prepared, can cause a lush coat and healthy immune system.' Earl smiled as he grabbed a few other colored powders. One was turquoise, another was yellow, and the last was black as coal. He then grabbed two vials. One filled with an red syrupy like substance, while the other had a viscous snot green liquid.

"Alright, lets see," he placed a beaker on the burner and poured in the first two liquids, "one half nectar of the Golden Thrush Bud and another half of distilled Changeling jelly."

He stirred the mixture and it took on an ugly brownish color as the liquid bubbled. He coughed a little at the steam that came out.

"Oookay," he grabbed a bit of the yellow powder, "a sprinkle of dried Trot Root," the liquid turned a dark gold which he nodded at.

He glanced at the book again, as he nabbed a bit of the turquoise powder turning the liquid an odd green shade, "A dash of the powdered Crystal Glacier Flower petals and," he then grabbed a pinch of the black powder cautiously, "A pinch of ground salt, blasted by dark magic."

He gulped and flicked it into the beaker. There was a whine and a blast of purple fire turning the concoction black as tar. Earl patted himself down a few times and breathed a sigh of relief. He then took a small handful of the powdered Hoss Radish and stirred it in. The moment it was all stirred in, the liquid seemed to swirl by itself and turned a nice shade of indigo, and a sweet smell came up to meet the human's nostrils.

"Okay, hasn't exploded or caught fire, progress." Earl nodded as poured the contents gingerly into another larger beaker on another burner connected to a swirly glass tube and turned a small switch.

The liquid bubbled and frothed as it passed through the tubing eventually dripping into a series of smaller vials nearby. Eventually the larger beaker was emptied and all the smaller vials were perfectly filled. He nodded and turned off both burners and took the beakers to be washed. Leaving the vial's contents to cool at room temperature. After he was done washing and drying the equipment, he walked back to the lab as the early afternoon sun was now in mid to late. He glanced outside and whistled.

"Huh, must've been working longer than I thought...," he retrieved a vial and walked in front of the large full length mirror.

"Okay so, if my notes and ingredients are right," he swirled the vial a few times, "this should help with the whole species barrier thing."

He steadied his nerves and sniffed the liquid, the sweetness still there. He then quickly downed the liquid and gagged.

"OH GOD! It tastes like rancid horse hair!" he hacked a little but quickly the after taste vanished.

He waited eagerly, but saw no visible change and grumbled, "Not even a glamour or some sort of weird love aura or something? What a- Whoa hold on!"

Earl felt a warmth in the pit of his stomach transition through his body, like the feeling one gets after drinking warm soup after coming out of the cold. The warmth then went down south causing him to moan lightly as his shaft rose to service in his slacks. He stood there for a quiet moment and sighed in annoyance.

"Great, first potion I ever make...and I make freaking Equestrian Brand Viagra," he turned with his hard on still throbbing, "well back to the drawin-"

His cock throbbed hard causing him to moan in both surprise and pleasure. The warmth, still present in his groin, was increasing in heat and the throbbing followed suit. He was panting as he got a bit lightheaded and quickly opened his fly and dropped his pants. He fished out his tool to look at it and he paused in shock. It still looked like any human organ would, except for the fact that the veins on his shaft seemed to be bulging up against his skin and his shaft was throbbing and pulsating. It was pulsing almost in the way someone's finger would if they brought a hammer down on it in a cartoon, which was extremely unnatural in itself to behold.

Earl could barely pant out, "Wh-what...the fuck!?"

The veins then ceased bulging and the shaft stopped pulsating as well as throbbing. It felt extremely hot, not uncomfortably so, just like there was a high fever on his wang. Earl was about to reach down and pulls his lower garments back on, but then his shaft gave a weak wiggle, then it started to grow. Earl moaned in mass amount of pleasure and a mixture of pain. It looked like his shaft inside his foreskin was pushing itself out of his tip, like a piece of lipstick minus the twisting. As his glands emerged from his tip, the red skin began to darken, practically blacken. The head of his shaft began to flatten out as it continued to darken, as his foreskin seemed to be pulled further back toward his pelvis. With each pulse through his shaft, it only lengthened further and gained more girth, the head losing all semblance of it's human origins and a ring of flesh pushing itself into existence from beneath. After a solid but quick minute of throbbing and growth, gone was a modest human tool. Now attached to the human's groin was a jet black horse cock complete with a dark chocolate furred sheath, his human balls underneath still normal but unknowingly having the fur of the sheathe creep itself over it. He gripped the larger shaft of meat in surprise.

"Uuuuh," he muttered under his breath as the heat in his whole body rose, "I need to- UGH! AAH!"

He collapsed forward to his hands and knees as, to him, it felt like someone just punched him in the gut from the inside. He grunted in surprise, but then he let out a yell of pain as he hunched forward on the ground. He felt a swelling at the base of his spine which was quickly followed by a severe itching. The human's body practically burned like it was on fire, sweat dripping from his skin as his balls swelled within his sack and began to droop. He couldn't hear himself, his ears ringing with intense pain and the fleshy sounds of what could only be described as bones adjusting and reshaping themselves. He glanced over his shoulder and saw a mass of black hair swishing behind him. He let out a deep guttural pant as his rear began to pack on some more bulk of muscle and meat and his anus started to pucker and push out. Meanwhile more dark chocolate brown hair bristled on his body. He felt a stabbing pain in his hands which he didn't dare look at, knowing if her did, the nausea he was feeling would boil over. He felt the same pain in his feet as he let out a raspy gasp of agony, his spine stretching and pushing out from his back. Muscle and mass started to pack onto his human frame as he gained a bit more height, but at the same time, his body shrank. He felt his ears starting to stretch and move to where they shouldn't go. The pain was immense as he looked at the...'thing' in the mirror. It's now long and blackening hair wild and unkempt. Then he felt a pressure starting to build BEHIND his skull. The 'man' could only gasp in mild pain, before a loud ear splitting 'CRUNCH!' met his ears, and he saw his own face start to push out before him. The pain overwhelming him, he passed out on the floor as more fleshy pops and cracks met his ears.

*

10 Minutes passed by, and a shape wearing a sweat soaked shirt stirred, a pair of underpants and pants on his rear hooves. The shape moaned lightly in pain as it attempted to stand, but it's legs wiggle and gave out. It grunted and raised it's head to look forward, then it screamed and slammed against the far wall. Then, very shakily, it got to it's hooves and still very shakily, approached the mirror. The shape that started back was an earth pony stallion who had some fairly good muscle definition. Not IMMENSE, just a healthy amount one would see on someone who took care of themselves and worked a well paying manual labor job. There was a diamond patch of black fur on the bridge of the pony's snout, the same coloration covered a bit of his hooves and made up the color of his mane. His coat was a nice healthy sheen of dark chocolate brown, and dark blue eyes stared back. On his flanks was a cutie mark depicting a bubbling beaker of indigo liquid.

The stallion ran a hoof along his right cheek, "That's...not my face," he thought as he flicked his ears, "Those aren't mine..."

He perked up and looked between his legs and then slowly rose back up, "Those are DEFINITELY not mine."

He then looked at his set up on the table, his book, and then smiled in happiness, "Cool!"

He clasped his mouth with a hoof. The voice that came out was deeper, perhaps more baritone version of his original.

"Wow. My voice," he leaned into the mirror, "Rubber baby buggy bumpers rubber baby buggy bumpers rubber baby buggy bumpers."

He laughed in minor excitement and uncertainty, "My voice sounds AWESOME!" He pursed his lips and exaggerated every word he spoke next, "SOOOOOOooooo Aaaaawesome!"

He laughed with joy and hopped in place, "YES IT WORK-Ooof!"

He smacked face first into the floor, "Note to self....learn to walk before you can hop..."

He pulled himself to his hooves and pulled off his shirt and threw it aside to look at his new body. Then he perked up and smirked as he glanced behind himself at his last bit of garments.

"No PANTS!" he kicked the offending lower garments aside, "Ta da!"

"Alright," he checked his jaw line a little in the mirror before nodding and clicking his tongue, "Let's go for a test drive!"

He walked out the backdoor of his house and proclaimed, "Look out Equestria, here comes the new me!"

He took a step forward and fell down the back stairs into a heap and cursed under his breath.

Author's Note

What? You thought changing a body that has NEVER or was EVER meant to change shape would be a smooth transition?