Breaking Barriers

by CrypticMetaphor

Rating: mature
Tags: Original Character, Comedy, Adventure, Princess Celestia, Sex, Zecora, Human, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Princess Luna
Length: 10881

A human attempts to break the species barrier with unique results.

A human named Earl Jenkyns has been in Equestria for a year living amongst it's inhabitants and earning a living for himself and has a series of good friends. However that's the thing, he's a human in a world of mythical speaking creatures, making his existence there a lonely one in terms of companionship. But he has drawn the attention of and has started to develop feelings for a beautiful mare named Golden Heart, 'Goldie' to her friends. Mustering up his courage he admits his feelings to her....and it doesn't go well. Falling into depression, he confides in one of his friends, the mysterious yet wise Zecora. In doing so he gains an epiphany and departs. After months of study and pouring over books, he develops a potion which should help him in his endeavors of finding love. Upon his ingestion of it, it succeeds with interesting results. Taking the name Chestnut Elixir he starts to experience Equestria from the other side of the tracks and even sees some ponies he even knows personally in all new ways, some better than others. But such a gift does have it's limitations. Earl is presented with a personal dilemma, does he perfect the formula and permanently stay an equine or will he stay his human self or will he continue to live his double life?

Tags: Clop with Plot, Transformation, Potion, Sex with many ladies and occasional guys, some awkward/funny situations.

Published 2020-07-20 18:30:01 UTC
Last updated 2020-11-07 04:44:34 UTC

1st Dose

Earl Jenkyns sat silently across from Zecora. The sagely Zebra mare regarding her human friend with a look of concern. He hadn't spoken much since arriving at her door, even when she had served out his favorite herbal tea he liked to drink with her. Her green eyes searched the young man. He had lightly tanned skin, tanned by the sun with the work he did, a lean build with not much discernible muscle at first glance. A head of closely cropped light chocolate hair, and dark blue eyes. At the moment he seemed to have come straight from work, having dressed in a long since stained white work shirt with denim overalls and heavy work boots. Zecora tilted her head and gingerly tapped his hand with a warm smile.

"Though your company is always welcome past my door," Zecora rhymed, "it's not tea I suspect you've come here for."

Earl glanced up with a light bit of embarrassment, "Is it that obvious?"

"Hoofing out wisdom and potions, seems to be my trend. But in all honesty," Zecora's warm smile never left her muzzle, "my ears are always open to the needs of a friend."

Earl smiled. Zecora always was a fun mare to be near. Her golden neck rings and ear rings always looked great on her and her hut was always an interesting splash of culture that always interested him a great deal. In fact, the land of Equestria was always a great interest to him. In some circumstances, most humans who were randomly pulled out of their houses while sleeping in their bed and waking up IN said bed which was resting in the middle of an active town street would prove very frightening. Earl always thought back and figured he handled it well, despite the fact that he had Ponies young and old poking and prodding him...which in turn woke him up....and resulted in him gently bopping a unicorn mare on the head thinking she was his alarm clock. Then the screaming started. She screamed, he screamed, THEY screamed, it was just a nightmare. Then Twilight came and played mediator. That purple alicorn always seemed to know what to say to calm a crowd...despite the fact she had been visibly giddy at the prospect of a Human landing on their doorstep.

She brought up something about a mirror, even noted that Earl himself had NO magic to speak of in his being, and when she realized that he came from a totally different UNIVERSE, well she started squeeing. After that, it was introductions to the present royalty whom he hit it off with great with a stellar first impression...who knew the ruling bodies liked playing poker. Twilight's friends thought he was neat and apparently after that, everypony was just really chill with him being there. He didn't mind it. Princess Celestia and Luna even managed to secure him a nice little corner house in Ponyville which he moved his bed into immediately, despite Applejack and Dash offering their assistance. In hindsight, that sore-back could've been avoided if he accepted their offer. After that, and a LOT of job searching, he got a job as a landscaper and has been living pretty solidly for a year ever since.

Zecora had been one of the first friends he had made, the two of them knowing about being outcasts among ponies for a time. She always listened to him whenever he spoke to her, offered her wisdom whenever he would ask. Plus he found her accent and rhyming adorable.

Though today, things kinda took a down turn in his opinion.

Earl sighed as he took a sip of the tea and glanced at his friend, "Alright...let me just go over the bullet points."

*

Earl cheerfully walked into Sugarcube Corner for his morning breakfast. The slightly chubby and motherly blue mare with her pink swirl of a mane turned her head and smiled at his approach, the three cupcakes on her flanks covered in flour splotches.

"Morning Mrs. Cake," Earl waved as he approached.

"Good morning to you Earl," she smiled a little as she bent down behind the counter and rummaged for something, "The usual?"

"You know me so well," Earl responded with a small chuckle as Mrs. Cake pulled out a flower sack and went towards the back with a nod.

Earl turned and leaned his back against the wood surface, but paused. Outside trotting down the street with some other mares...was her. Earl felt his heart pick up a few ticks as he continued to watch her with a small smile. She was a young adult mare with some envious curves that almost rivaled Rarity's. A slender body with some nice rounded hips and tight flanks. She had cool ocean blue eyes, a light honey yellow coat and a head of long wavy golden blonde hair. Her cutie mark was that of a golden locket heart with a white jewel ring around it. Her name was Golden Heart, but most of her friends called her Goldie. She was another one of the earliest mares he had befriended during his time here and he'd be lying if he didn't feel a little more toward her.

"Earl? Dear, your staring again," Mrs. Cake lightly prodded.

"Huh? Oh!" he blushed lightly as he turned around, "Sorry..."

"It's no trouble. One cheese danish, lightly toasted, and an apple crumble square for our resident human," she said sweetly.

"Much appreciated," he placed his bits on the counter and turned to leave.

"Dear, if you like her so much," Mrs. Cake said with a smile, "Then tell her! I mean you two know each other so well and I'd be lying if I said you two didn't look cute together."

Earl looked to the side, "I don't know...I mean..."

Mrs. Cake leaned over and smirked a little at him, "If you'd like, I could send her a cake with a lovely little confession frosted on the top."

"OH! LOOK AT THE TIME!!! I should really be going," Earl blurted causing Mrs. Cake to giggle, "ThanksforthefoodagainMrs. CI'llseeyatomorrowBYE!"

Earl was out the door like a lightning bolt.

*

"Don't see why you just won't talk to her," a burly pony with a dark orange coat in a matching work outfit like Earl's said, "I mean you like her right?"

"Yeah I do...I'm just not the greatest at talking to girls in....that way," Earl mused as he ate his lunch, "she's also KINDA one of my best friends."

A stocky Zebra stallion shrugged as he spoke in an accented tone. his dreadlocks tied behind his head, "What stallion is good at talkin ta mares?"

Earl looked at the stallion, Hard Hat and the zebra Ekon, "I don't know...she's my friend. I don't want to wreck anything..."

Hard Hat shrugged as he sipped his coffee, "Look, you're young, I get it. We've ALL been there, but if you don't go for it, you'll be sitting at your house on that hill regretting it for the rest of your life. How do you think I might my sweetheart Toffee Dream?"

"Didn't ya smack ya head into her rear cause ya were looking at a bird?" Ekon smirked as Hard Hat snorted in annoyance.

"THAT ASIDE," he growled, "I talked to her and we got to know each other a lot more, had some dinners, rocked the house pretty well too-"

"OKAY, we going to get to the point here before we get into kinky-town?" Earl quickly stated.

Hard Hat blushed a little, "Right. Well what I mean is, just talk to her, ask her out."

Ekon nodded knowingly as he sipped his own coffee, "Trust us Earl, deh worse she'll do is turn ya down or ya find out dat she's crazy."

Earl thought for a second and nodded, "Alright. After shift, I'll go by her place and talk to her."

"Dats the spirit," Ekon said as he smacked him on the back, "Now, let's get those pavin stones moved. Dat path isn't gonna pave itself."

Hard Hat groaned, "Ekon, I love your work ethic, but I HATE you sometimes."

Ekon gave a teasing smile.

*

"So you moved the stones, and made your way to her home," Zecora surmised, "I believe I'm starting to understand why you came here alone."

"Yeah," Earl sighed, "just wait, it gets better."

*

Earl stood at the front door to the two floor house. He inhaled to steady his nerves, then rang the doorbell. He waited for a few more minutes and soon the door opened to reveal the mare in question. Golden Heart glanced up and gave a goodhearted smile.

"Oh, hey Earl! What brings you by this afternoon?" she asked sweetly.

Earl rubbed the back of his head, "Uh, Goldie, we've known each other for a while right?"

Golden Heart nodded as she tapped her chin, "Yep! About a year now if I remember correctly. Why do you ask?"

Earl got down to level with her, most adult ponies came up to about his stomach, "I'm going to admit this. I've, been lonely for the longest time since I came here. I mean, there's no other humans around here and well...you've been so great to be around and I'd be lying if I said I didn't have the thought of the two of us crossing my mind."

Golden Heart nodded as she heard him out, "So let me say this. Your beautiful, caring, and have a great laugh. Your personality makes you so great to be around and well...I wanted to ask you," Earl smiled, "Would you want to go on a date sometime?"

Golden Heart blushed at the compliments, but then she looked to the side and bit her lip slightly. She sighed and placed a hoof on Earl's shoulder.

"Earl, I really appreciate your honesty and I do like your company but...," her smiled faltered lightly, "I...can't."

"What?" Earl replied quietly.

"Don't get me wrong! You're a great guy and I love being around you too, but I mean...we're two different species and I just can't see it working out in the long run," Golden Heart smiled sincerely, "I would love to stay friends though. Is that okay?"

Earl nodded as he stood up, "Yeah....it's fine. Sorry for bugging you."

Golden Heart tilted her head a little worried and gave a slow wave as he turned to depart, "Thank you for understanding..."

*

Zecora nodded knowingly as she finished her drink, "Ah, the taste of rejection can be bitter and tart. More so when it affects the heart."

Earl nodded solemnly, "Maybe I'm just overreacting, but it just...I don't know what I'm going to do. I've been alone for so long here and I don't think I can stand it."

Zecora nodded, "I know the feeling of isolation all to well, it can be consuming and infuriating. But I discovered that one shouldn't be debating. In order to change your place," she smiled a little with a bit of mirth, "you must grab isolation and spit in it's face."

Earl glanced at Zecora, "So I shouldn't be sitting here and feeling sorry for myself?"

"I find that would help. Earl, one such as you shouldn't be lonely," she chuckled as she poured him another glass, "I assure you, if you look hard enough, you will find that special somepony."

Earl waved a hand as he sipped his tea, "Yeah, but the problem is. I'm NOT a pony, I don't even come close."

Zecora tapped her chin in thought before perking up, "Well, in cases such as these, I can devise the solution with ease. It's always an odd notion," she stood up and turned her back to him as she rummaged through some of her shelves, "But I find some problems can always be solved with a good hard potion."

Earl perked up after hearing those words.

Zecora turned with a bottle in her mouth that read 'Hard Potion; Zebrica Spirits. Drink with responsibility.' She stopped when she noticed her door was ajar and Earl was gone. She sighed as she placed the bottle down on the table, but noted he had finished his tea and couldn't help but smile.

"Polite, handsome, and a victim of circumstance," she shook her head and put the spirits away and tapped the bottle, "I'm no longer on the fence, but he can just be so dense."

She ran a hoof through her mohawk and went to meditate.

Author's Note

Yeah, I'm back. HOPEFULLY for the foreseeable future. Bunch of stress has FINALLY been lifted from my shoulders, this an M-Rated project I've wanted to start for a while and since Imma start writing more what I want, I hop y'all like it. Comments and critiques are appreciated.

The next chapter is when stuff happens. I apologize for the pacing here if there's an issue, just establishing stuffs.

2nd Dose

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?

3rd Dose

Earl slowly crept through the alleyways and side streets of Ponyville, avoiding as best as he could the eyes of various ponies. The pegasi were the tough ones to avoid but thankfully there were a lot of overhangs to lurk under. Earl had felt the swell of confidence and anonymity that came with his new form, but he didn't want to push things until he was sure he could at least walk on his own four hooves. Hence his hiding and practicing. He had been at it for a solid hour now and he felt he had finally mastered his hooves. He could trot, canter, and do small bursts of full on galloping, but he didn't want to gallop for longer than he had to lest he fall over himself. He stopped his hidden lurking and gazed out from behind a building at the mid to late afternoon mid-street, his larger eyes blinking.

"Okay Earl...heh," he half chuckled at his more baritone voice before smacking his cheeks to psyche himself up, "You can do this. Just be confident, act like you belong here, and no one will question it. Hold your head high, smile-"

He inhaled through his nose to calm his nerves and spoke in affirmation, "and strut!"

He then rounded the corner and strutted with all the confidence he could muster. As he did, some ponies noticed him and whispered amongst themselves at the new face while others would give him a friendly greeting which he'd return with gusto. He went past the Apple Family Stand and noticed Big Mac manning it today and noted he was almost eye level with the work stallion. Mentally Earl noted he must at LEAST be a few inches shorter, so along with his toned build, he had the height to go with it. This caused him to smile with a little more satisfaction as he continued his strut down the main street. He passed by an open café and caught the eye of Carrot Top, Strawberry Sunrise, and Roseluck who all looked at him with wide eyes. He noticed their attention and flashed them a friendly smile, which he thought nothing more of it as a wordless 'Hello!' But to the three mares, they found their faces heating up with blushes and Roseluck smiled a little bashfully. Earl made his way past Sugarcube Corner, but then smacked face first into a wall of pink, and he mentally paled as the invisible record scratch silenced his mental tune of jubilation.

"Oh crap...Pinkie Pie..."

Pinkie Pie smiled at Earl as she seemed to have been standing on her hindlegs with her front hooves open, and had waited for him to collide with her before embracing him in a hug.

"WELCOME TO PONYVILLE PINKIE PIE HUG!!!" Pinkie Pie all but squealed out before squeezing Earl in a death grip.

"I FORGOT ABOUT PINKIE PIE!!!"

"Ooops! Sorry about that stranger!" Pinkie Pie released him from her grasp causing Earl to wheeze as she hurriedly spoke in her defense, "Sorry, you probably don't like surprise hugs! I mean most ponies I meet don't mind but from the look on your face and the lack of words, you don't strike me as a surprise hug pony."

"Yeah, kinda threw me for a loop there," Earl wheezed out.

"Well as long as your okay, let me start over. Hi! I'm Pinkie Pie, resident Party Pony and Planner of all things laughter inducing," she pulled out a can of nuts that was opened to reveal spring-loaded snakes which made her giggle.

Earl couldn't help but smile at her antics as she went back to ground level, "So stranger! What's your name?"

Earl's eyes widened in dread.

"Shit! SHIIIIIT!!!"

"Oh oh! Maybe I can guess! Hmmmm, let's see," she looked at him with a critical eyes, "Your name is..........Pumpernickel Pride!? No no! Fudge Funday? No that's ridiculous, I already know him. HI FUDGE!!!"

A random squat brown pony waved, "Hey Pinkie!"

"SHIIIIIIIIIIIIIIIIIIIIIIIIIIIIIITTT!!!!!"

Pinkie tilted her head as Earl's frozen expression and her expression lessened, "Am I close? Come on give me a hint!"

"Uuuuh, my name is....uuuuh," Earl started causing Pinkie to sit down.

"Uuuuh? Hm...hard hint. But I love a challenge!" Pinkie started writing out formula's in the dirt around the hint 'Uuuuuh.'

Earl cleared his throat and drew Pinkie's attention, "My name is-"

He glanced around and saw a mare having trouble breaking open a chestnut with her teeth, "Chestnut..."

He looked at his flank for a second and then flatly added, "Elixir."

Pinkie wiped her calculations away and groaned in agitation, "AW!!! That was my next guess!"

Chestnut blinked in mild surprise but then remembered the wise words of Twilight about never questioning Pinkie Pie.

"Well Chesty! It's nice to meet you!" Pinkie said with a big smile, "So, what kind of welcome party do you want?"

"Uhm, if it's all the same to you, I think I'll forgo a party," he dreaded saying those words but noticed Pinkie Pie didn't miss a step.

"Okie dokie lokie! It's no trouble, I just know there are some ponies who like parties and some who don't and I make it a policy to ask all new faces," she chuckled, "Back in the day I'd just throw a BIG party to anyone who came into town, but that was the old Pinkie."

In a flash Pinkie Pie was in a refined dress and had her hair styled back in a refined fashion, "The new Pinkie is older and wiser."

A bunch of balloons then proceeded to leave the train of her dress as she maintained her stance like nothing was amiss. Chestnut chuckled at her antics as he nodded at her.

"Well thank you for your consideration," Chestnut said with a good natured smile.

"No problem! You may not be getting a party, but here," she then produced a large cupcake from her mane with sparkles mounted in it with frosting spelling out, "Welcome!", on it, "Pinkie's Pinktastic Welcome Surprise!"

Chestnut's eyes widened, "Coooool."

"Right?" Pinkie said before depositing it in Chestnut's hoof and bouncing away, "See ya around Chestnut!"

Chestnut took a bite and his face lit up. He'd eaten Pinkie's treats before but either it was because of his change of form or maybe the feel of being in disguise, but the treat tasted MUCH more sweeter than ever before. Chestnut finished off the confection as he trotted down the street, one of the sparkles which he discovered was edible chocolate, sticking out of his mouth as he casually sauntered down the way. He passed by the Ponyville Spa, and was stopped again by a Crystal Pony Mare dressed in a Spa uniform with her mane and tail done up in a bun.

"Afternoon sir!"

Chestnut rotated the still sparkling sparkler in his mouth with his tongue so he could speak properly, "Hey, how's it going?"

The Mare smiled sweetly, "If you don't mind me saying so, you seem a little out of sorts."

Chestnut blinked a little, "Is it that obvious?"

"Why of course!" The Mare circled him slightly, "Now I am NOT questioning how you live in the slightest, but I'm merely pointing out that it seems you have a lot of built up stress in your joints and back. Judging by your size and build, you're a laborer right?"

"Uh yeah? I'm a landscaper," Chestnut replied in surprise, "How did-"

"How can I tell? Well, that's my special talent, I can discern what a pony needs in terms of the physical. Bones, muscles, etc. It's how I got my position here!" she responded as she looked at his mane, "Hm, seems you'd need that styled ever so slightly, maybe a trim..."

Chestnut shook his head and mentally noted that ponies are still an interesting breed when it comes to 'special talents'.

"Well sir, how about I offer you a complimentary session here at our fine establishment?" The Mare asked with that same pleasant smile.

Chestnut glanced up at the Spa sign, ruffled his mane slightly and shrugged, "Sure, I'm not made of stone. Though I'd prefer my ha- MANE, be left alone if that's okay."

The Mare nodded as she guided him inside, "Of course sir! Though might a recommend a soothing conditioner and possible tropical wash?"

Chestnut shrugged again as he finished the sparkler, "Sure, sounds good."

The Mare smiled as she took her place behind the counter, "Understood, I'll ensure to put some in your complimentary basket when you're finished. Now, is their any specifics you'd like?"

Chestnut was about to speak up, but then stopped when he turned his head and noticed a pink mare with a blue mane underneath a white headband working the back of a stocky white stallion with a finely parted blue mane, darker blue hooves, a long unicorn horn, and three golden crowns on his flanks and what seemed to be a mustache that matched his mane and tail. He noted how the stallion seemed very relaxed and very content.

"Aloe my dear, you are simply a miracle worker," the stallion intoned in a refined accented voice, "truly a master of your craft."

Aloe smiled at the compliments as she seized his hindleg and popped it at an angle causing the stallion to sigh in deeper relaxation, "Thank you Sir, I appreciate that!"

Chestnut looked over to the Crystal Pony Mare and tilted his head, "I'll have what he's having."

The Crystal Mare blinked for a few seconds, her eyes flicking to the other customer and to him, her cheeks alighting with a blush, but she shook her head to clear her head.

"O-Of course sir," she tittered lightly with nervousness as she wrote somethings down on her clipboard and then passed it to the inversed twin of the Aloe.

Chestnut had seen them before and at FIRST had trouble remembering who was who, but he always remembered a little thing he came up with his head.

Pink and Blue, that's Lotus for you! Blue and Pink, that's Aloe with a wink!

Lotus stared at the clipboard and her reaction was the exact same as the Crystal Mare's. Both mares looked at each other, then Lotus eyed Chestnut up and bit her lower lip slightly. She then let her professional smile return and she inclined her head.

"Just grab yourself a towel while I prepare the table sir." She sweetly said in her matching eastern European accent to her sister's.

Chestnut slowly nodded as she sauntered off and did as he was asked. The stallion sat down on the chair as he waited. Soon he felt the presence of someone sitting beside him.

"Ah! Hello there sir," that same refined voice said pleasantly.

"Huh?" Chestnut turned and was staring at the stallion he had just seen a moment ago, "OH! Hey, what's up?"

The White Stallion chuckled with a good natured smile, "What's up indeed! Here for some relaxation I take it?"

"You could say that I just went through a bit of a," he chuckled inwardly, "drastic change, and thought I'd have a walkaround."

The Stallion gave a light smile at that, "Ah I see, a stallion of intrigue. Well there's nothing wrong with taking in the local color from time to time eh?"

"Some more than others," Chestnut replied with a smirk, "A long way from Canterlot aren't you?"

"Ah yes, how very astute," The Stallion nodded with an impressed expression, "what gave me away? I could just be a refined local like Miss Rarity. A good friend I might add."

"Hm," Chestnut mock tapped his chin, "It was a tie between the posh voice and the mustache and mane."

The Stallion gave a good natured laugh, "Well it seems I'll have to try much harder to remain incognito during my visits here! Your candor is quite refreshing I must admit. Forgive me," he raised a hoof to shake, "I'm Fancy Pants, it's good to make your acquaintance Mr?"

Chestnut shook his hoof, "Chestnut Elixir. So do I call you Mr. Fancy or Mr. Pants?"

Fancy laughed again, "Oh good heavens no! Mr. Pants makes me sound like my father! Just Fancy, please."

Chestnut smirked a little as Fancy sat with a smile on his face.

Chestnut glanced over at Fancy Pants in curiosity, "So I have to ask...why come here rather than..."

"Oh, a Spa in Canterlot? Well it's simple really," he waved a hoof in the air, "Don't get me wrong, the service I receive in Canterlot is top! But at times the favoritism and constant need to be in my 'Good Graces' wears ever so thin. So I come down here to the Ponyville Spa at Rarity's recommendation where none care what walk of life you come from and treat you just like everypony else."

Chestnut nodded in understanding, "I gotcha, I don't think I'd be able to deal with that kind of attention. It's like, 'Oh no! Chestnut doesn't like this food? Well neither do I'," Chestnut leapt from his seat and pointed into the air, "I say that statue is obstructing my view of the sun!"

Fancy leapt down beside him and mimicked his gesture, "Tear it down so he can sun himself unhindered!"

Both stallions shared before sitting back down and Fancy turning to look at Chestnut, "I must admit, it really refreshing to find another who's not afraid to be themselves around me."

Chestnut smiled back, "Yeah, you're pretty cool too. We should hang out if you're ever in the neighborhood."

Fancy Pants tapped his chin and smiled, "I wouldn't mind that in the slightest! Say, what would be your mailing address so that communication won't be an issue, if you don't mind me asking."

Chestnut was about to reply, but paused. In his eagerness of making a new friend...he'd forgotten about the fact that he was a man in pony's clothing. He thought hard on his next few words and steadied himself.

"8093 Maple Road," he said with confidence.

"Wait a moment, isn't that the residence where Equestria's only human resides?" Fancy questioned with surprise.

"Yeah, see the thing is, I'm actually going to be crashing with him for a while until my ACTUAL home is rebuilt. It was wrecked during that hurricane a while back. Completely blitzed." He explained without missing a beat.

"That's unfortunate to hear," Fancy replied with sympathy in his tone, "Where'd you meet him? The Human I mean?"

"Oh, a Diner a month back. I just finished moving my stuff in!" Chestnut blurted out.

"I see...," Fancy mused before clopping his hooves together, "Well alright! The best of luck to you both!"

Aloe and Lotus appeared and told both stallions they were ready for them. Chestnut turned back to Fancy and asked.

"Talk to you later Fancy. Oh! One other thing!"

Fancy peaked his head out of the room he was taken into, "Yes?"

"I asked for the same treatment you're getting, anything I should expect?" Chestnut asked curiously.

Fancy chuckled knowingly, "Trust me, you'll enjoy it."

Chestnut had a confused expression as Lotus nudged him into the room.

*

Lotus smiled sweetly as she gestured for Chestnut to lay down on the table. He slowly eased himself face down, his head resting in the hole as he stared at the floor. He laid there silently as he heard Lotus clopping about and shuffling a few things. He had to admit, being a Pony so far wasn't super bad. Walking on all fours was a little awkward, but his new ears, taste-buds, and even nose as well as eyes made everything much clearer. It was almost like his human senses got dialed up to a whopping 10. He smiled a little at the fact he could pull of making that potion like he did, though a small pit formed in his stomach. He HAD just made a new friend, but under the wrong circumstances.

"Well...I mean I can tell him next time I see him....though it would be REALLY awkward to explain why I'm doing this."

"I am ready to begin sir!"

"Oh, sure," Chestnut replied a little distractedly, "Go ahead, your the expert."

"I mean if I were to come clean or...oh god what if the others find out? I'd probably be labeled a weirdo or some sort of freak. Or WORSE-"

"OOOF!" Chestnut gasped out as a he felt Lotus sit on his back, "Hey Lotus, what are you doing back there?"

"Ah, my chart here says that Medi Pedi put you down for a back and joint massage. So I will be working on that first before I get to what you requested," Chestnut felt his hindlegs seized slightly, "I must warn you sir, you'll feel a light pressure in your lower back and flanks, but rest assured that it's all part of the treatment."

Chestnut squirmed a little as he felt exactly what she was talking about as he felt his legs being bent a little toward his back, "Gnnnh, hey it's nothing against you but could you maybe TAKE IT EA-"

CRACK! POP!

"Ooooooooh," Chestnut sighed out, "wow that feels great."

"Glad you think so sir, now I'll start on your front legs and neck before I move to your back." Lotus affirmed before she rotated and seized his front legs and started to lightly bend them.

Chestnut grit his teeth as he felt the pressure build along his legs and between his haunches before there was a satisfying pop, then all the tension left him as he slumped with a look of content on his face. Lotus then gingerly seized his neck and sharply snapped it one way and then the other as little pops were heard causing Chestnut to practically melt in her hooves. He smiled dopily as she moved to his back and kneaded it.

"Oh, you seem to carry much tension in your back Mr. Elixir," Lotus noted, "working hard?"

"Eeeeevery day," he moaned out, "works hard. Life's hard. You know?"

"Ah yes, life's the greatest job of all," Lotus popped a bit a of a knot in his back as she continued, "But my mother always told my sister and I that life is only as hard as you make it. Make the most of it and it'll be easier each time."

Chestnut nodded as she finished up.

"Alright sir, roll over for me and we'll finish up," Lotus said sweetly as she turned away from him and started retrieving a few things from the tray she had nearby.

Chestnut started at the ceiling as he rolled onto his back. He glanced at a clock and noted with mild surprise how late in the afternoon it was, the time between his change, waking up, and going about down. He had been a pony for almost 4 Hours now, at least in a half an hour he would be. His mind also drifted to when he had come to this Spa before with Rarity and Fluttershy a few times. The staff had always been nice and complementing to him just like now. He couldn't put his hoof on it, but the service seemed more...natural to him and the staff. Maybe it was because he wasn't a bipedal ape man. He sighed lightly, remembering Golden Hearts words before he jolted from a sudden warmth trailing under his towel. It wasn't just the location of the warmth, it was the fact that he could CLEARY feel it being slathered around his new balls and sheath.

He sat up and looked down with wide eyes. He could see Lotus's lower body while the upper, which was out of sight, was under his towel.

He continued to stare in relative shock as Lotus rose up from under and eventually removed the towel. In her left hoof was a balm container, and her other hoof was covered in a bit of it as she used the towel in her mouth to remove the excess before placing the balm down.

"There we go sir, give it a moment to work and we can begin the final leg of your treatment and then you can head home for the afternoon," she said with a warm smile.

"Okay first of all, what in the actual hell EXACTLY is this treatment and secondly until what wor----OOoooooaoaaaaaa...." Chestnut's tirade devolved into a long moan as he felt a pulsating heat in his nethers.

Lotus gingerly eased his back to the table and calmly replied, "The language isn't needed sir, though this must indeed be quite the shock since Mr. Fancy Pants orders this treatment every few months. It's a simple easing of ALL stress, physical," she then whispered a little hungrily in his ear, "and the sexual."

Chestnut felt a tingle up his spine at how her low accented voice danced in his ear. He glanced down and could already see his black equine shaft throbbing to full mast as Lotus casually hummed a tune to herself as she waited. Chestnut panted hotly as his cock continued swell until eventually it achieved full attention. Lotus nodded to herself before gingerly coming to the table and taking her place between Chestnut's legs. Chestnut meanwhile, felt his loins constantly tingle with pleasure, almost like he was permanently on the 'edge', but he couldn't hazard a guess as to why.

"Now allow me to explain how this process works," Lotus stated professionally, "The balm I've administered to your genitals has stimulated you to the point of orgasm, it's a special treatment we only afford to those looking for a FULL relaxation experience. But with that said," she continued as she stroked him gently, "that does mean we will not be taking part in the activity as a whole, this IS a place of business after all. This just allows me and my sister to suck out the stress until your problems just melt away."

"S-so what...your saying is...you're just going to drink from me like a straw?" Chestnut panted out.

"Exactly," she said with a chipper tone, "it lasts for a minute, MORE than enough time to ensure total relaxation, now just lay back and let me work sir."

Lotus gently seized Chestnut's shaft in her hooves and angled it toward her lips. With a low hum of content, and a groan from Chestnut, the stallion's tip swallowed by the Spa pony. Chestnut squirmed a little from the feeling and warmth of her muzzle locked around his meat, Lotus occasionally tonguing the main vein. He wasn't sure, but he could swear she was taking her time, he moaned a little loudly when she eased his shaft into her throat and swallowed around it a few times before pulling back, the tip resting in her mouth as her lips tightened around it. She closed her eyes in focus and inhaled through her nose before applying suction. Chestnut, if he still had toes, would've felt them curl at the amount of pleasure that shot through his nerves. He then felt a pressure work it's way up his shaft until-

Gulp

A large lump of seed spilt from Chestnut's engorged tip into the waiting mouth of Lotus before being swallowed down her throat. She then applied another amount of suction before swallowing down another lump down her throat. Eventually, Lotus found a rhythm to her sucking and swallowing as a small steady stream of lumps slithered their way down her throat. Chestnut, on the other hoof, was in a state of pure bliss and utter orgasmic nirvana, the only thing in his ears he heard was Lotus gulping and possibly another series of moans somewhere else. He laid there as Lotus sucked on him like a hungry lady on a Milkshake, until he felt a pressure at the base of his spine. It started as a tingle, which evolved into a warmth, which then shot through his whole body. At the exact moment of it's zenith, a low and loud groan escaped the stallion's lips as a MASSIVE pressure shot from his cock and down Lotus's throat. The Spa Pony drank it all without missing a beat until the now flaccid and spent cock flopped from her lips and the now tensed Chestnut flopped like a wet noodle against the table. A deep blush on his cheeks as he laid there with the biggest and most content smile on his face.

Lotus wiped her lips with the towel and came over to the stallion's head, "Feel like you can walk sir? Or do you need a moment? I've been told the first experience of the White Fountain Method is quite intense."

"AAahaaha, buuh, gauuuh," Chestnut murmured out, his expression never changing.

She pecked him on the forehead before replying, "I'll give you a minute."

Lotus sauntered out of the room leaving the babbling stallion where he lay. Chestnut laid there for another solid minute before he pulled himself to his hooves. His head swam and he stumbled lightly out of the door and into a pair of hooves.

"Whoa there Chestnut," Fancy's voice said calmly, "find your hooves now."

"Hehehe, that was...woow," he drunkenly sputtered out, "That was greeeeeat."

"I see you enjoyed yourself," the slightly taller stallion said knowingly with a friendly smile, "Really takes the edge off doesn't it?"

"Oooh yeah, I need to get me more of that," Chestnut murmured out with a content grin.

"Well I'm afraid that'll have to wait, once per month treatment and all that," Fancy intoned as he helped the stallion stand straight, "Come, I'll meet you at the front desk."

Chestnut nodded and slowly meandered after him.

As he walked, Chestnut felt his vision clearing and his hooves getting more in synch as the intense afterglow faded. Eventually he made it to the front and found Fancy Pants fully dressed. He wore a black fine suit coat with a purple bow tie, the tails of his suit coat parting perfectly at his tail. He pulled out a monocle and fitted it onto his eye which caused Chestnut to inwardly laugh.

"Jeez, give this guy a top hat and silver car and he'd be the monopoly guy."

Fancy noticed him approach and he dropped some bits on the counter before turning to Chestnut and handing him a small 'Gift Basket' that Medi Pedi had handed him.

"I believe this is yours," he said as he placed it before Chestnut.

Chestnut picked it up in his teeth as Fancy adjusted his monocle, "Thanks."

"No trouble Chestnut," Fancy responded as he followed the stallion outside and both gave thanks for their service.

Fancy pulled out a small pocket watch with his magic from his lapel as he gazed at it for a second, "Goodness look at the time, apologies Chestnut but I have an appointment to keep in Canterlot. But rest assured, I'll send a letter as soon as I can so we can schedule a day to as you put it, hang out."

Chestnut nodded at him as Fancy's horn lit up and he was gone with a magical pop. Chestnut smiled around the basket and casually started sauntering down the street. He nodded as a hidden musical tone played in his head. He didn't know how long he trotted along, but eventually he felt his left haunch give a bit of a jolt to the left rather sharply causing him to stumble into an alleyway and almost fall over.

"What the hell!?" he cursed as he found his hooves again.

He glanced over at a back window on a building, and balked at what he saw. It didn't take him long to notice, but the black diamond patch on his snout was receding into his fur and in it's place was a familiar patch of color skin that was spreading. He backed away slightly until he felt his left haunch give another jolt, but this time an audible pop was heard. He let out a yelp of surprise as his right haunch followed suit with what his left was doing. He looked in the window reflection and saw that his haunches were popping and cracking into the place where his shoulders would be. He jumped back as a loud pop and a wheeze inducing pressure smacked him in the back as his spine started to set itself and he stood perfectly on his hind legs. He looked from side to side in a panic, he then heard a loud series of fleshy pops and cracks in his ear drums as he saw his nose and upper jaw sharply pull back a few inches toward his face, followed closely by his lower jaw.

"SHFFFBPPHT!" he spat out as he turned around and started to hobble down the alleyway.

Unlike when he first changed, there was no blinding pain. Instead it was replaced by sporadic feelings of mild to great pressure that was relieved in an instant with the pops and cracks mingled with the snaps of his bones and frame. Soon his hobble turned to a gait and his gait turned into a sprint as hooves, legs, and hips righted themselves to their original shape. Earl stopped for a moment and noticed his face in the midst of completely shifting back. What made him less human was that his face was protruding ever so slightly. He eeped and smacked his own face, a loud pop was hear and he was staring at his old mug again. He breathed a sigh of relief.

"Howdy Earl!"

Hearing the familiar southern accented voice, Earl's eyes darted left and right to note his surroundings and noted three things. He was naked firstly, remembering he had discarded his clothes when he changed. He noted secondly that his house, though up on it's hill, was near but still so far and he was near the lake just off his backyard gate. The third thing was that Applejack, the orange coated blonde braided mane and tailed mare with freckled cheeks and three red apple cutie marks with her brown Stetson, was coming up fast toward him. Earl looked frantically to the lake and, swearing under his breath, leapt headlong into it.

Earl popped up and shivered as Applejack came over, "Hey partner...what exactly are ya doin?"

"J-Just g-going f-for a l-late afternoon s-swim AJ! C-care to j-join me?" he stuttered out as he shivered, "The w-water is r-r-really refreshing!"

"Heh, ah think ah'll pass," she chuckled, "looks like yer havin enough fun for the both of us."

Earl shivered as Applejack bid him a friendly goodbye with an offer to come by the farm sometime before departing.

Once she was out of sight, Earl scrambled to shore and ran through his back door and slammed it shut. After quickly running himself a hot shower and dressing in a simple shirt and loose pajama pants, he went back to his lab and noted the remaining vials and his discarded clothes from his first change. He deposited the sweaty garments in the bin and went to his small journal and thought hard as he took up his quill. Mulling somethings over in his head, he flipped to a blank page and wrote down while speaking aloud.

"Potion is a success, full transformation achieved," he muttered as he dipped for more ink, "change seems to last at maximum, 4 Hours. Might have to look into this, will begin work on manual antidote for a quicker change back to my human state if it's needed."

He yawned lightly and shut his journal. He then went to his living room and flicked on his Interdimensional TV and settled in for the rest of the afternoon.

Author's Note

To avoid confusion from now on, when Earl is human I'll use his normal name. But when he's a pony, it'll be by Chestnut. Looks like our boi is discovering a few things about the culture he's a part of now and he's made a new friend in the high society!

Also that twin trick in Chestnut's head refers as such, 'Mane' and 'Coat' in that order.