Going Native

by Gyvon

Rating: mature
Tags: Original Character, Porn, My Little Pony: Friendship is Magic, Princess Cadance, Fetish, Comedy, Sex, Profanity, Princess Celestia, Alternate Universe, Human, Anthro, Main 6, Princess Luna
Length: 57259

TF/TG. Human in equestria turning into a pony

It's been nearly a year since I inexplicably arrived in Equestria. One moment I was veggin' on the couch while watching Food Network, the next I was flat on my ass in the middle of an alien town surrounded by the locals.

With no way home, I spent the past year adjusting to the local culture. Some adjustments (like the fact the natives are hermaphroditic nudists) were harder than others.

Little did I know that there was one more change I did not see coming.

Tags not covered by Fimfiction: Futa, Male on Futa, Futa on Futa, TF/TG, Nudist Equestria

Published 2017-02-04 17:50:01 UTC
Last updated 2018-04-24 01:31:49 UTC

Chapter 1

"What the heck am I looking at here, Twilight?" I asked my friend/landlord/cultural advisor. Said purple princess was standing off to the side of a large whiteboard in a pose reminiscent of Vanna White. The whiteboard had what looked like a scatterplot on it that was trending upwards. The axis weren't labeled, so I had no idea what it was about.

It was mid afternoon of a sunny late-winter day when she all but hogtied me and dragged me down to her basement/laboratory, claiming she had something important to show me. Odd, considering my next checkup wasn't for another two weeks.

Since the day I was unceremoniously deposited in the middle of Ponyville town square by forces unknown, Twilight Sparkle had taken it upon herself to look after me. This mostly involved keeping a roof over my head, food in my belly, tutoring in the local culture, and occasionally being poked and prodded in the name of science.

It took me a month to get her to cut back on the daily examinations.

"What you are looking at," Twilight said, "are the results of my observations of your personal thaumic potential. As you can see, it has been steadily increasing from near zero," she tapped the leftmost data point a couple times with a marker, then drew a line through the other points, "to here, which is just under the average baseline for a prepubescent pony. From what I can tell from the data available, it look like your body is absorbing Equestria's latent background thaumic field and has been doing so since you've arrived. If this trend continues"

I blinked owlishly. Thanks to Star Trek I think I had an idea of what she was technobabbling about, but I needed confirmation. "Could you repeat that one more time please. In English, preferably?" I asked. It wasn't technically english since I wasn't on Earth anymore, but Twilight knew what I meant. We spent an entire day that first week hashing that one out.

Neither of us came out of that argument with our dignity intact.

Twilight let off a long-suffering puff of air. "In laypony's terms, you're absorbing magic."

I blinked again. "Wait, what?" I responded. "Didn't you say I was completely immune to magic? What was it you called me again? A 'magical wasteland'?"

"I never said you were immune to magic, only that you had no magic," she retorted, crossing her arms under her ample (at least D-cup) breasts. This had the unfortunate (or fortunate) effect of emphasizing her bust. Thankfully for my attention span she was wearing a lab coat.

Un-thankfully, she wasn't wearing pants, leaving her large (by human standards) balls and sheath dangling free.

Yeah, that's probably something I should have mentioned earlier. Turns out that Equestrian ponies are a single-gender species. And unlike the Asari who are all-woman where it counts, ponies are full-blown hermaphrodites. Add to that the fact that clothing is the exception and not the rule, I have definitely seen more furry tits and candy-colored horsecocks than the average person.

Not that clothing doesn't exist here, mind you. It just isn't common outside of a "formal wear" or occupational setting. Even then, from what I have seen at Rarity's shop, what fashion-minded ponies would call formal wear could be charitably labeled as "risque" back on Earth. Needless to say, my face had a semi-permanent blush the entire first month of my stay in Ponyville.

"Is this dangerous?" I asked.

"What do you mean?" Twilight queried, tilting her head like a puppy hearing a new sound.

"I mean, you just told me I'm absorbing magic!" I exclaimed. "How am I absorbing magic? Am I at risk of accidentally bumping into someone and sucking the magic out of them? Am I- what? What's so funny?"

Twilight was shaking with suppressed laughter, causing her boobs to jiggle pleasantly. It took all the self control I had to avoid popping a boner at the sight. She may not have been human, but she was human enough for Kirk so that was good enough for me. Besides, it's not like I haven't had sex with the ponies. More on that later.

"No, silly," she said, reaching over to ruffle my russet-colored hair. "You may be absorbing magic, but not at a rate that is dangerous to those around you. It's mostly from eating our food, breathing our air, and drinking our water. As for how it's affecting you..." Twilight was biting her lip. I could practically hear the hamster wheel turning in her head as she thought about how to properly phrase her next bit. "I want to say that, if it were dangerous for you, we'd have already seen evidence of such. Still, I would like to monitor the situation more closely. Would you mind if we went back to a daily checkup schedule?"

I grimaced, remembering how uncomfortable some of her checkups were. Calling them invasive would've been an understatement Twilight must've seen my expression because she started waving her arms in a placating gesture. "A temporary measure, I assure you. Only for the immediate future," she clarified. "Just until I can figure what, if anything, absorbing magic is doing to you. Should only take two weeks. Three tops."

I thought about it for a moment. "Alright," I said, relenting to the logic. Twilight's examinations may not be comfortable, but in the name of health I can suck it up and bear it. Besides, I didn't want to end up with three extra heads because I was afraid of a little prick.

Twilight's squee of delight was downright adorable, and her hopping around was doing wonderful things to her bust. "Great!" she said after eventually calming down. "Now, if you would kindly disrobe we can get started immediately."

Thirty minutes later, having been thoroughly poked and prodded (with medical instruments, mind out of the gutter please), I finally left Castle Eyesore (protip: do not call it that in front of Twilight. She's downright lethal with that tail). After taking a few minutes to stretch I began my afternoon run.

Health-wise, my arrival in Equestria was probably the best thing that happened to me. Due to a sedentary lifestyle and unhealthy American diet I was a bit of a fat slob back on Earth. It was actually rather simple getting into a workout routine, what with no internet or Television to distract me. I still had a bit of a spare tire, but it was slowly deflating as the days went by.

It was around Sugarcube Corner that I ran into my first hurdle. Not a literal hurdle, the city workers were pretty good at clearing road obstructions. And no, not the wonderful smell of delicious pastries wafting from the diner, no matter how delightful . No, this particular obstacle had pink fur, a slightly chubby frame, and tits the size of my head.

Before I knew it I was being glomped from behind and sent tumbling down the street. Seconds later I was laying on my back with a mare on top of me and a wonderful valley of pink cleavage right in my eyes.

"Hi Pinkie," I said, though with where my mouth was positioned it came out as "Mph Mphmph."

"Hi Ben!" she said, giggling from my unintentional moterboating. "You're running late today. What gives?"

"Twilight happened," I replied after (reluctantly )extricating myself from my padded cell. I took a moment to admire Pinkie's body. She was just a hair shorter than me at six-three. Her breasts were a rather large E-cup, while her ass had just enough padding to be enticing without being unattractive.

Pinkie narrowed here eyes dangerously. I recognized it as her "playful-serious" expression. "Is Twilight turning you into a guinea pig again? DO I need to have another 'talk' with her?"

I shook my head. "No," I said, "something interesting came up in my latest checkup and she brought it to my attention. She wants to perform more frequent examinations until she figures it out. I let her."

Pinkie frowned and her ears folded back. She had just gone from "playful-serious" to "serious-serious" (her words, not mine). "Are you sure about this" I know how much you don't like Twilight's exams."

I simply smiled and patted her head right between her ears, causing the fuzzy little things to perk right up. "I'm a big boy, I can take it," I assured her. "Besides, it's only for a few weeks."

Pinkie Pie perked right back up. "Okay!" she said before glomping me again, holding me tight before whispering in my ear. "Just remember, if you ever feel super duper stressed out again, my bed is always open for you!" With that said she zoomed off in a cloud of dust, probably back to her job.

Yes, Pinkie and I have had sex. Hell, she was my first pony. One day, about three months into my stay in Equestria, I was sitting in a booth at Sugarcube Corner, nursing a cup of coffee and, to be perfectly honest, sulking a bit. I was stressed out and had just gotten into a shouting match with Twilight over something so trivial that I have since forgotten what it was about.

Hell, I don't even know how it happened really. One moment I'm taking a sip of coffee, the next I'm in Pinkie's room, sitting on her bed with my pants around my ankles and coffee mug still in hand while Pinkie is on her knees (an impressive feat considering a pony's leg structure) and working my shaft like a pro. I was so shocked at what was happening that I don't even think my brain understood what was going on until I came right in her mouth. I tried to apologize, but Pinkie just waved it off like it was no big deal, then swallowed my load in one big gulp.

I was immediately ready for round two, which I was much more involved in.

Turns out Pinkie Pie was pretty casual about sex. That day, she noticed that I was in a bad mood and decided that the best way to cheer me up was to take my mind off my problems Her exact words were "Let Auntie Pinkie Pie help you forget all your worries." Credit to her, it worked like a charm. I still wasn't at a hundred percent, but my mood definitely improved. Since then we've hooked up a couple more times, but it was never anything serious. Heck, she even introduced me to a few more mares that were interested. So glad I don't have to worry about the pitter-patter of little hooves.

Yes, I asked, and Twilight checked.

Back from memory lane, I chuckled to myself before turning back to my route and setting off once again.

The next landmark on my route was Town Hall in the middle of downtown Ponyville, right across from the Market. Mayor Mare was headed out the door, so I waved to her on my way by. Funnily enough, the Mayor is one of the few ponies of Ponyville that wears clothing on a regular basis. Granted it's just a collar and ascot, but it's still a sight more than the rest of the nudists.

I skirted around the Market to avoid the crowds. Out of the corner of my eye I see Applejack's big (and I do mean BIG) sister Macintosh working the apple stall. I swear that mare terrifies me. It's irrational, I know, but something about her scares me despite constant reassurances she wouldn't harm a fly. Maybe it's because she's one of the few ponies I had to look UP to look her in the eye (I'm six foot four, she's a full head taller than me), maybe it's the muscles that looked like they could crush coal into diamonds.

Maybe it's because I once walked in on her stroking what had to be the second-biggest dick I had ever seen (eighteen inches, I later found out) and gave me a look like she wanted to introduce me to it.

Anyways, I hurried along past the market before I could be spotted by the Red Menace. Next on my route was Carousel Boutique, where I carefully avoided looking at the window display. Remember how I said pony fashion could be charitably called risque? Back on Earth they would've been considered pornographic. Most of the dresses Rarity had on display were proof enough. Most of them left either one or both breasts hanging free, and some even exposed the crotch area. Rarity once explained to me that fashion was about putting one's natural beauty on display, not covering it up. Maybe it's just me being male, but I didn't fully understand it, and I still turn red in the face after seeing some of her dresses.

It didn't help that her mannequins were... anatomically correct.

Out of the corner of my eye I saw a purple and green blur come out of Rarity's front door, and couldn't help but grin as I slowed my pace to a light jog. Sure enough, I was joined by the person who was probably my best friend in Ponyville. We had a lot in common, let me tell you. Namely a love of comic books, sci-fi, and bad movies. Oh, and that we were the only two males within hundreds of miles, but that was a distant fourth.

"Hey Ben," Spike greeted me.

"Hey Spike," I puffed. I may be in better shape than when I started, but I still have trouble running and talking at the same time. I slowed down even more to a fast walk. "How's it hangin'?"

"Oh, pretty good," he replied, not having any trouble at all. Sure, he only just started, but the kid had some serious stamina despite his pudginess. Even on my best day he could run circles around me without even trying. "Rarity and I just got back from gem hunting. Had a pretty sweet haul, too." With that he pulled out a perfectly cut sapphire and tossed it in his mouth. Where he pulled it out of I have no idea since he, like the rest of Ponyville, wasn't wearing any clothes. His nudity never really bothered me since his bits were hidden away and the only thing that showed was a little slit that you had to actually look for to see.

Don't tell him I said this but I thought he was a girl when we first met. Three days later I accidentally walked in on him in the bathroom taking a leak. Now that was awkward.

"So that's where you've been all day," I said, giving him a smirk. Same old Spike, always an excuse to spend time with his girl. Hopefully he manages to woo her someday, after all he's put up with just by being around her. Rarity could be a cocktease at times, but I don't think she ever meant it. "Just so you know, Twilight asked me to keep an eye out for you. Said something about needing help for a project." I neglected to mention that the project was me. No real reason, but he'd find out soon enough.

"Whoa, better head home then before Twilight burns it down, then. See ya!" Spike then turned tail and ran back the other way. I instead sped back up and continued onwards

My route had taken me into the outskirts of town and I was starting to feel winded. Luckily, I was nearing the halfway point of my run and could stop for a short rest soon. I crossed a cobblestone bridge leading out of Ponyville proper and turned off the road. Not far off the path was a small hill with an old oak tree on top. The tree made for an excellent landmark since it was exactly a mile away from Twilight's castle.

The hill had a gentle slope that was easy to climb no matter how winded I was. I stopped, plopped my ass on the ground, and leaned back against the oak while panting for air like a dog. Par for the course, really, though I am getting better. Back when I started I couldn't make t this far without several breaks. Now I can run a mile in ten minutes flat on a bad day. On a good day I can almost break the nine minute mark.

After a two minute rest my breathing had returned to normal and I felt like I could continue my run. I didn't though, deciding to chill for a bit instead. It was a beautiful day out and I just wanted to take it in for a minute. Despite being winter it was only slightly chilly out. Twilight let me know the other day that something called Winter Wrap Up was going to happen soon. She didn't give me any details, only telling me to be ready. Thankfully Spike filled me in on the whole song and dance (with a literal song and dance number). If I hadn't already seen pegasi pushing storm clouds around I'd have thought he was pulling my leg.

I was about to get back up and continue running when, suddenly, I heard something. It was faint, almost imperceptible, but I could barely make out a slight rustling in the branches above me not caused by the wind. It could only be one thing; a predator was stalking her prey.

"BANZAI!" came the cry from above as the wannabe ninja pegasus plowed into me, sending us both tumbling down the hill. I twisted and turned in her grip, and managed to get her in a bearhug just before we reached the base of the hill. I grinned, this was the first time I had ever been able to turn the tide on my assailant since she started her random sneak attacks. We came to a stop a few feet from the road with me atop my opponent, looking down at-

"Hello Rainbow Dash."

The prismatic mare laughed in good humor. For once, she was wearing clothing, namely her Wonderbolt uniform. The blue unitard emblazoned with yellow lightning bolts actually covered her entire body. Although, it has to be said, as skin tight as it was it left very little to the imagination. It was almost like a second skin, leaving every detail visible. And I do mean every detail; from the round form of her c-cup breasts, the shape of her sheath, all the way down to the outline of her pussy lips. Trust me, I've looked.

"S'up dude. How've you been?" she asked while pushing me off her, knocking me on my ass.

"Pretty good," I replied as I picked myself up and dusted off my pants. "Mostly keeping myself busy. Been waiting for you to get back so we can continue with my training."

Once I'd made my intention to lose weight and get in shape known, Rainbow had immediately volunteered to be my personal trainer, and boy let me tell you she took that job seriously. I thought she was trying to kill me by running me through a workout routine that would have the most zealous fitness nut throwing in the towel. Then day four rolled around and it was much, much easier. Turns out there was a method to her madness. Not knowing what method would work best on me, she had run me through as many exercises as she could think of just to see how I could handle it, then use what worked for the real training. It was still challenging, though, but only enough to push my limits, not break my spirit.

"Well, dude, I hope you're ready, because I've got a good routine ready for you. But it's gonna have to wait a few days."

I tried not to look too disappointment. No, really, I did. Rainbow might've been a tough trainer, but she always found ways to vary the routine up to make it fun. Like that time she taught me pegasus martial arts. Now, I know what you're thinking, hell, I was thinking it too, but it turns out that the pegasus equivalent of krav maga doesn't involve using their wings. Apparently the ponies who created it assumed that any opponent worth their salt would attempt to disable their wings, so they learned to use their natural speed and agility on the ground instead.

Rainbow must've seen the look on my face and hastily made a placating gesture. "Relax, dude, I just have to take care of some Wonderbolt business for Spitfire." The look on her face suddenly turned very sly. "Besides, I've got a surprise for you."

My interest was immediately piqued. "Really? What is it?"

"Can't tell you," she said, although her horrible poker face was starting to show. "All I can tell you is that you'll know it when you see it."

"Aww." I tried giving Rainbow Dash the puppy-dog eyes look. It was not very effective. The only effect was making her roll over with laughter.

"That only works for fillies, dude. Gotta up your cuteness factor by at least thirty percent before you can pull off adorable."

"Horseapples," I swore indignantly, though my heart wasn't in it. "So, you able to hang out a bit? I could use a running partner."

Rainbow simply grunted in annoyance. "Wish I could, but I gotta get to Town Hall before the mayor leaves. Then I gotta do... other stuff. Catch you later!" With that, she sped off at half speed (which is just under the sound barrier for her) towards downtown. If only she had waited a second I could've told her that Mayor Mare had already left. Would've saved her the trip.

Though I did notice her being uncharacteristically dodgy about her other errand.

After my encounter with Rainbow Dash I headed back to Twilight's castle, which has pretty much become my home. The journey back was nothing special, just me waving to a few acquaintances along the way. I did have to make a detour to avoid Derpy while she was hauling a wagon loaded down with various odds and ends. Not that I didn't like her, just the opposite in fact. Sshe's just very clumsy and, after nearly getting beaned by a falling anvil, I've learned to avoid her while she's carrying anything heavier than a stack of papers.

Anyways, once i was back home, I checked in with Twilight, helped Spike clean up around the place and cook dinner, and just generally chilled. Twilight did give me an update, though. Not much of one, it basically boiled down to "No progress yet, still too soon." Not like I was expecting anything, really. Twilight's good, but she's not THAT good.

At around eleven that night I decided to turn in and went up to my room. It was a fairly modest room, not much bigger really than my bedroom back on Earth, but it was well furnished. A wood (mahogany!) writing desk sat in the corner, next to which was a bookshelf filled with a few personal picks from the library downstairs. The bed was the best part. Queen sized, fitted with luxuriously soft silk sheets and more pillows than you could shake a stick at, and a Rainbow Dash lounging seductively on it.

Yeah, I should've seen that coming. "So this is the big surprise, huh?"

"Oh, like you don't love it," she replied, trying (and failing) at a seductive tone. It just didn't work too well with her raspy voice She was right of course, Rainbow was awesome in the sack. We first had sex when she used it as a reward for reaching my fitness goal one month. Since then it evolved into something resembling an actual relationship, although I still wouldn't call us boyfriend-marefriend. Fuck buddies would be close, but not quite right.

Rainbow Dash had a fantastic body (her words, not mine). She was slim, a bit of a runners physique, although she had curves where it counted. Her c-cup tits were capped by a dark-blue areola the same color as her penis (and lower lips, it's gotta be said), and her ass was just fine; muscular but with a thin cushioning layer of fat. Her fourteen-inch cock was in that half aroused state you'd see some ponies sporting around town; dangling out of her sheath at full length but not yet hard, although it was growing more turgid by the second. Honestly, after almost a year, horsecocks started not being a turnoff. Guess exposure therapy really works.

"So, how do you want to do this?" I asked as I started shedding my clothes. However, I had a good hunch on what she wanted.

Rainbow Dash grinned as she got up and bent over my bed, shaking her tight ass and flipping her tail out of the way to show off her dripping blue pussy "You know how I like it, big guy. Fast and hard!"

I couldn't help but grin at her praise as my cock got hard. Eight inches, while well above-average for a human, was pretty small compared to a pony's tool (average of thirteen inches). Rainbow Dash didn't care, and I was willing to let her stroke my ego a bit.

I approached her casually. She may have wanted it fast, but I felt like teasing her a bit. When I reached her I grabbed her hips . She moaned softly as I rubbed her surprisingly sensitive cutie mark before wiggling a bit. I shifted my grip a bit further, closer to her trim waist and rubbed the tip of my cock against her wet lips, spreading her mare juices around. Not that I needed to, she was soaked back there. I waited patiently until a heard a faint whining noise, signalling that she was more than ready for me. I pushed my hips forward, hilting myself in one stroke

Yes, our balls touched. No, it was not gay.

Neither was it gay when I reached over and began stroking her cock. The reach-around is just common courtesy.

More ready than ever, I slowly pulled out until only the head of my cock remained inside Rainbow's pussy, and then swiftly thrust my length back in, all while simultaneously massaging her own blue length. It was a complex maneuver, one that required supreme coordination to keep up for long. Luckily for me-

"AAAAaaaahhhnnn."

Rainbow Dash was a bit of a hair trigger. Her cock pulsed as she spurted out over a pint of cum against my bed frame, some of it splattering back to hit us as well.

As her orgasm petered out, one splatter landed right on my hand. Releasing her cock I raised it up to my face as if to inspect it, and then licked it clean. Ok, that was kinda gay, but fuck it. She tasted like strawberries. I liked strawberries.

Now, that one time I gave her a blowjob, that was super-gay.

Rainbow Dash was panting. I slowed down, allowing her to catch her breath before we continued. It took a minute, but her semi-flacid cock was beginning to make a rebound. "You good?" I asked, just to be sure.

"Yeah dude," she replied as she pulled off my shaft. "C'mon and sit down. This is your surprise, you shouldn't be doing all the work."

Well, who am I to deny a request like that? I found a somewhat dry pot to sit down in and Rainbow turned around and plopped right into my lap. In my experience Ponies preferred doing it from behind. My guess, their non-plantigrade leg structure made missionary uncomfortable after a while.

Not that I was complaining, mind you. Nor was I complaining about Rainbow Dash's aim as she hilted me in one smooth motion. She sat there in my lap, savoring the moment I guessed, before she started bouncing on my shaft. I reached up and grabbed her boobs, one in each hand. One thing I've noticed about Rainbow is that her tits are sensitive I squeezed them on each downswing, pinching her nipples in between my middle and ring fingers in the process.

I was nearing my limit, and Rainbow Dash wasn't far behind. However, the rythmic contractions of her canal would definitely push me over the edge first unless I did something drastic. With nothing to lose I let go of her right breast and instead pinched the medial ring of her cock.

That did it. Rainbow cried out in bliss and planted her ass in my lap, her canal convulsing around my length and her cock pulsing with cum. It was enough for me and I released inside her. Rainbow definitely got some distance out of her cumshot. Some of it splattered against the far wall.

We were both breathing heavily. Rainbow's cock was making a full retreat into her sheath as mine limply fell out of her pussy. She caught her breath first, and used the opportunity to lean back and kiss me on the cheek. I simply blushed. Rainbow didn't show affection that often, but it always counted when she did.

Nothing more needed to be said. We were both spent for the night. Rainbow Dash got up and climbed into bed, leaving me just enough room to lay down as well. I rolled over, and Rainbow snuggled up right behind me. Sure, being the little spoon left my ass exposed to her cock, but I didn't care anymore.

Pleasently tired, we both drifted off to sleep.

I awoke the next morning feeling... off. No, not sick, but something just felt hinky and I couldn't put my finger on what.

Rainbow Dash was still asleep if her light snoring was any indication, her arms rapped around me. She had a definite case of morning wood, her hard dick going between my legs and out the front, her medial ring resting on my balls. That wasn't the problem, this was usually how I woke up with Rainbow.

Then Rainbow squeezed my chest.

Ok, that felt weird. For one, my chest was never that sensitive. For two, That didn't feel like my chest. It felt like something was jutting out.

I looked down, and my eyes widened at what I saw. Rainbow Dash's hand was groping a pair of lovely double-d sized breasts, pale colored and blemish free. And they were attached to me. My brain encountered a system error. I couldn't believe what was before my eyes. Then Rainbow Dash squeezed again and forced my brain to reboot.

I think they heard my screaming all the way in Canterlot.

Author's Note

Mus: "Bet you can't write a clop fic."

me: "Hold y beer."

Welp, here it is, my first ever clop fic. As you can probably tell, this chapter is mainly setting the scene. I could've started when our protagonist first landed in Equestria, but as Yahtzee once said, "When telling a story ask yourself this. Is this the most interesting moment in your character's life? If not, then why aren't you telling me THAT story?"

Chapter 2

Well, I'm not entirely sure they heard it in Canterlot, but Twilight definitely heard it wherever she was. I had jumped out of bed and started flailing around like I was swatting a bug when I was startled by a flash of purple light and pop of displaced air as the purple princess herself teleported into my room just inside the doorway, stopping my banshee-like scream. "Ben, what's the matter? Are you..." From the look on her face I bet she was nearly as gobsmacked as I was. Her mouth was making the impression of a landed fish.

"Dude, what the hell?" my blue bedmate complained. "You've got a serious set of lungs on you. What's the big deal?"

In my state I completely forgot who I had been sleeping with. Momentarily surprised, I turned to face her, giving Rainbow a good look at my predicament. Her eyes widened in shock, and she got up, slowly approaching me as if I were a frightened animal. Which, to be fair, I kinda was, or at least I was acting like one. I was on the verge of panic, my eyes darting around the room for a potential escape path. All the while Twilight stood next to the door and Rainbow Dash continued to slowly approach. Once within arms reach she slowly lifted her hand, extended a finger, and booped me on the right tit.

That did it. Reason had just waved tearfully goodbye and got on a plane to Kathmandu. Panic was now in full control.

I bolted, headed straight for the door. Twilight was in the way, but her reflexes were good enough that she jumped out of the way. Rainbow Dash had good reflexes as well, only instead of getting out of my way she tackled me from behind. She dragged me to the ground and got me in a full nelson. I was having none of it, and I began struggling. I thrashed around, attempting to dislodge my assailant like a bucking bronco. Rainbow's grip, however, was as firm as a steel vice. That's when I actually got violent and began trying to elbow Rainbow. She was having none of that.

"Dude, calm the fuck down!" she yelled right in my ear. Oh look, seems Reason forgot his luggage and, after seeing the state Panic left me in, he decided to put his vacation on hold. What a bro. I was still hyperventilating, Rainbow had a very firm grip on me, and Twilight was staring at me fearfully. I was slowly regaining control. My breathing was slowing, even though every breath sent a fresh reminder as to why I panicked in the first place.

Nearly two minutes later I was able to think somewhat rationally again. Panic was not good, panic got me (and others) hurt. "Okay... okay, I think I'm good now." Good probably wasn't the right term, but I wasn't about to bolt again. That had to count for something.

Hesitantly, Rainbow Dash loosened her grip on me, just enough that I could slip out. I did so, trying not to think how close I was to losing my anal virginity. I may be alright with giving her a blowjob, but taking it up the ass... well, the size alone wouldn't be pleasant.

I scooted away from Rainbow and sat down with my back against the wall, staring down at my new...assets. I was still dumbfounded. My hands reached upwards and grabbed them. Yep, they were still there. Without conscious thought I squeezed them. Whoa... that felt pretty good, actually. Kinda like getting your balls squeezed only... more. I squeezed again to confirm the sensation. Yup, still felt good.

I didn't realize it but I was starting to smile lecherously.

I continued my self-ministrations, unaware of the world around me, paying particular attention to my now-hypersensitive nipples. My arousal was rising with each grope, my penis growing more and more rigid until-

"Ben!" Twilight shouted. her wings flaring out angrily.

Her shout startled me, making me realize just how into it I was getting. I swiftly let go of my new breasts, although they jiggled quite a bit afterwards. Momentum was a hell of a thing.

"Sorry, sorry," I said sheepishly, my hands going low this time to cover my erection. It was a useless gesture, really. Rainbow was already rolling on the floor, laughing her ass off. Twilight, on the other hand, just glared at me.

"Okay, Twilight, what the fuck?" I oh so eloquently asked, gesturing to my chest.

Twilight dropped her glare and took on a more concerned look. "I don't know. This shouldn't even be possible! Changing one's gender is next to impossible! I don't know of any magic that could do this to you. Except maybe poison joke, but unless you went traipsing about the Everfree recently, there's no way you could've been exposed."

Yeah, I'd heard the stories about the Everfree Forest. No way was I gonna be going there.

"I don't see what the big deal is," Rainbow Dash piped in, having gotten her laughter somewhat under control.

I shot her a glare of my own as I stood up and stormed over to her. "What's the big deal? What's the big deal?!" Now I was right up in her grill. How would you like it if you suddenly woke up and grew a pair of tits, huh?"

Rainbow's eyebrows could've served as a level. "I already did. It's called puberty, ya dingus!"

I could practically hear the light bulb go "ding" above Twilight's head. Ass suddenly as she appeared, Twilight teleported out of the room, leaving Rainbow and I alone.

We didnt even have time to question her disappearance before she teleported right back in, only this time she was holding something that looked like it belonged in an old sci-fi B movie. It looked kinda like a remote control, only it had a crooked antenna shooting out the front and a bunch of fiddly knobs and buttons all over that Twilight was, well, fiddling with. She ran the antenna part up and down my body, all the while muttering to herself.

"No no no no no no, how could I have missed this? Why didn't I even think of it?!"

Rainbow and I shot each other a confused look before I turned back to face Twilight. "Uh... missed what, Twi?" I asked.

"Your hormone levels!" she clarified, showing me the device she was waving around. The display on the front looked like gobledygook to me, but Twilight must've missed my lack of comprehension. "I was so focused on what magical effects you were going under that I completely missed the physical changes! Your estrogen levels have skyrocketed since I last checked. But that's only the tip of the iceberg!"

I couldn't suppress my look of dawning horror. "Th...there's more?"

"Genetics," Twilight said, fiddling with her device again. "Honestly, your genes are all over the place right now. Most of your cells still have twenty-three chromosome pairs, but some, particularly around your... breasts, have thirty-two pairs." She bit her lower lip, a sign I knew meant she was trying to find the right words for something delicate. "In short, you're turning into a pony."

My horror was no longer dawning. "Are... are you sure?" I asked, my voice barely audible.

I felt faint. Reason and Panic were fighting over the controls. It was a hard fought battle, with many casualties on each side, but, in the end, there was a truce.

I fell backwards against the wall and slid down until I was seated on the floor. Rainbow Dash looked like she wanted to rush over and comfort me. Not that she'd actually admit it, but she's a big softie where it counts. I was breathing heavily, fighting hard not to hyperventilate again. "What do I do?"

Twilight hesitated. "I'd have to get you down to the lab before I can learn more."

I nodded, getting back to my feet. "Alright. Just let me throw on some clothes first." I took one step to my closet. Then another step.

And... I was on the floor again, this time dropped by what felt like a kick to the balls combined with a bad case of gas. I'm pretty sure it wasn't, because I don't think either comes with the feeling of thousands of little bugs crawling under my skin all over my body. I writhed on the ground, more in discomfort than pain. My teeth clenched, allowing me to only hiss in displeasure. After what felt like an eternity, though must've been only half a minute, the feeling subsided, leaving me panting for breath. It was only now I realized that Rainbow and Twilight were shouting, although I could barely make out what they were saying. It took a few seconds for my hearing to come back.

"Damn," Rainbow exclaimed, "that's a heck of a way to lose weight!"

I slowly stood up, feeling oddly unbalanced as I did so. Lighter too, much much lighter. Once I was stable and on my feet, I opened my eyes and looked at the damage. Rainbow was right, I had lost a lot of weight. The spare tire was completely gone, along with most of my belly. My waistline, once bulky and masculine, was now most definitely narrow and feminine. My waist flared out into wide, child-bearing hips.

It was below my knees that the greatest change had occurred. My feet were gone, for one, replaced by a pair of hooves. The rest of my lower legs now resembled a pony's, the only thing missing was a fur coat. No wonder I was having trouble getting up.

My penis had also changed. Gone was the circumcised chub, and in its place was an equine sheath. I stared at it, not quite believing what I was seeing. Since my eyes' reliability was in dispute I decided to poke it. Oh man, shouldn't have done that. I felt the otherworldly sensation of my brand new horsecock sliding out of my sheath, the head coming to a rest just below knee level.

I was officially hung like a horse.

Fearing what else I would find, I reached back behind my balls (which had swollen up as well), and felt around. Nope, it was still a barren wasteland back there. For now at least.

I looked back at twilight, staring at her blankly. She was staring at my cock, a dumbfounded look on her face. "I... I think I need to get some help on this one."

Just think about baseball just think about baseball just think about baseball.

After Twilight teleported out I took the time to see if my clothes still fit. My shirts did, although they were very loose. My pants, however, were a lost cause. I could get them on just fine, but keeping them on was another matter. They were far to baggy to stay up without help, and I didn't own a belt. Oh well, not like it would be the first time I've walked around Twilight's castle without pants. I didn't make a habit of it, but it happened every now and then.

I also took the time to freshen up a bit in the bathroom. Thankfully my new equipment wasn't too alien to figure out. Hell, walking to the bathroom was the hard part. Everything below my knees felt wrong, there were too many joints between me and the ground and it caused more than a few stumbles. I had gained a new appreciation for how ponies balance on hooves. If I didn't have Rainbow to help me I'd have faceplanted over a dozen times.

Looking in the mirror, I saw just how far the transformation went. I now looked like a woman. My face, once lantern-jawed, was now definitely girlish. I didn't have a mare's muzzle, but who knew for how long?

Soon after my constitutional, Twilight teleported back with her assistance and called me down to her lab, leading to my current predicament.

Just think abut baseball just think about baseball just think about baseball

I had expected her to get Princess Celestia. Oh, how I wish she had gotten Princess Celestia. Her I could deal with. No, instead she teleported all the way out to the Everfree Forest and got Zecora.

Zecora was just... unf! She was pushing all of my buttons. Her large breasts were not only pierced but also connected together with delicate golden chains that complimented the rest of her jewelry. Her belly was taught and smooth, flaring out into wide hips which led to legs that went on for miles. Her mane wasn't up in its usual mohawk, but rather cascaded down the side of her face. Honestly, it was even sexier than the mohawk.

Don't even get me started on those stripes! They added even more to her otherworldly beauty. They even circled her sheath. It was taking all my willpower to not let my arousal show. My hands were covering my member as I sat down naked on a stool (Twilight having confiscated my shirt), trying desperately to keep my new stallionhood from escaping.

Just think about baseball just think about baseball just think about oh sweet Jeebus if I could just nestle up against those twin lovelies I would die a happy man...

Definitely a losing battle.

Twilight and Zecora were talking. Between Twilight's technobabble, Zecora's rhyming (oh god, the rhyming!), and my general level of distraction I was having a hard time following the conversation.

"So that's the situation," Twilight said. I guessed that she had just recapped everything for Zecora.

Said Zebra leaned in closer to inspect me. I stared back at her beautiful, soulful blue-gray eyes. It was an effort not to divert my gaze down towards her wonderful cleavage. She grabbed me by the chin and turned my head this way and that, like she was inspecting a prize racehorse. Her grip loosened as she dragged her hand down my neck before tracing my collarbone. Continuing southwards, she paused at my breasts and gave each a slight squeeze (no, down boner!). She gave a satisfied nod before going lower, tracing the outline of my waist before coming to a stop right where my hands covered my crotch. No luck on her stopping there, oh no, she forcefully nudged my hands out of the way, exposing my cock. Despite my best effort, the head was just poking out of my sheath. I thought I saw her smirk a bit before continuing.

Her hand resumed its journey down my leg, stopping for a second at my hips (did... did she just grope my butt?) but continued down to the tips of my hooves which, by the way, turned out to be ticklish.

When she was done, we were left in a very compromising position, Zecora knelt in front of me with her face right at crotch level. My blush could've lit up a city block, and my penis slid out a few more inches. Thankfully, before I could accidentally cockslap her, Zecora stood up, leaving me to my embarrassment.

"Why you needed to call me, it seems quite silly. You can see plain as day that he's turning into a filly." Zecora pronounced.

Twilight grunted in annoyance. "Yes, I can see that, Zecora. I asked you here to see if you knew of any possible reason for Ben's transformation. All of the transformation magic I know of only affects the physical form, but what Ben is undergoing is altering his very genes.I don't know of any magic that could affect him on the genetic level!"

Zecora paused for a moment, scratching her chin in thought. "Of magical transfigurations, I must confess, I know quite a few. But, I'm sorry to say Twilight, here I am as stumped as you."

Twilight's ears flattened against her head. That was a bad sign. It told me she was out of options. "You sure you've got nothing?" I asked.

Twilight rubbed her forehead before turning to the whiteboard. The same whiteboard she showed me yesterday, although it had been greatly altered. The chart was still there, but it was joined by even more data and equations I couldn't make heads or tails of. Zecora joined her a moment later and, from the way they were each pointing at various spots on the board, seemed to be having a silent conversation with Twilight. A few minutes later Twilight turned back towards me, giving me an uneasy look.

"We... might have a theory, but we'd need a sample from you before we can test it."

I blinked. Twilight was acting dodgy about this. That couldn't mean anything good. "What theory?"

"I'd rather not say right now," Twilight said, all but confirming my suspicion. Problem was that getting information out of Twilight was next to impossible when she was acting cagey.

"Ok then, what sample? Blood? Hair? Stool?"

Zecora answered in Twilight's stead. "Of those three, none are what we need. Instead we require a bit of your seed."

I blinked and looked to Twilight for confirmation. Her horn glowed as she nodded, and what appeared to be a condom levitated towards me from a wall locker. Since Zecora's close examination my erection had reached full mast, which allowed Twilight to slip the rubber effortlessly over my length. She unrolled it until it came to a rest halfway between the tip and medial ring.

"Uhhh.." I so eloquently said, speechless from having Twilight all but manhandle my new junk. "Wh-why do you need this sample, exactly?"

"Because," Twilight answered, "I suspect that a semen sample will show just how much genetic alteration you will undergo if these changes continue. It looks like your penis and testicles are fully formed while the changes to the rest of your body are still coming in. If we are to head this off, we'll need to see the end goal. I can't make any promises, but this is our best option."

I gulped, then stared down at my member. It was still hard from all the attention, and it twitched a little at the prospect of masturbating in front of an audience. Hesitantly, I reached down and grabbed it near the base. I began stroking it slowly, being careful to mentally note the sensation. It felt so much better than my old tool, so much more real estate to feel pleasure. Each upstroke went higher and higher, further emphasizing the size difference.

Then I reached the medial ring. Oh god, no wonder it set Rainbow off so easily.

I continued for a few minutes, gaining speed as I went. Unfortunately performance anxiety began to set in. Despite the immense pleasure I was feeling my member began to flag. In desperation I stared at Zecora's breasts, the golden chains dangling between them giving a light jingle with each breath she took. If I had been looking at her face I might've had an idea of what was coming next.

"Twilight," Zecora said, "our friend is having some trouble, can't you see. Why don't you step out and allow us some privacy?"

Twilight hesitated a moment before nodding and heading for the door. It wasn't until after she had closed the door behind her that I realized something important. Did Zecora just say "us"?

I looked up and saw the lascivious smile on her face. Oh yeah, she was definitely feeling me up earlier. She sauntered over to me, swaying her hips seductively until she stood in front of me, towering over my sitting form. I grinned up at at her nervously, surprised at the sudden turn of events. She licked her lips before lowering herself, pressing the tip of my member against the underside of her tits.

A little readjustment later and she continued her descent. My cock glided smoothly through the valley of her breasts and popped out the top. She didn't stop until she was on her knees, my cock right in her face. She licked her lips again before nuzzling my tip and squeezing her breasts together. I threw my head back and groan at the heavenly feeling.

Zecora only giggled. "Finally getting into it, I see. You should be proud of your mighty tree."

Ok, even in my half addled state I could tell that one was a bit of a stretch. Then Zecora started licking and I stopped caring.

I could tell she was experienced. She was jerking me off with her breasts; her motions smooth, rhythmic, and practiced. She'd squeeze in on the upstroke and release on the down, all the while lavishing my tip with nuzzles, kisses, and light nibbles. I instinctively began thrusting in counterpoint, hoping to achieve release as soon as possible. It only lasted a minute before I felt a brand new oddity on my cock. I looked down and saw that it had flared, the flat head spreading out an extra inch or two. Even if I didn't know what that meant, I could still feel my peak approaching. It wouldn't take much more to set me off.

Zecora chose that moment to give me a lick right up the underside of my cock. Oh god, I was not expecting that. Imagine a regular orgasm, and multiply that by ten. That's about what I felt when my balls clenched and launched my seed. I clenched my eyes shut, surprised at just how intense each rope felt as it shot out my tip.

My orgasm felt like it lasted hours, but I eventually came down from my peak. I was short of breath, gasping for air, but thoroughly satisfied.

"Well well, looks like somebody's having fun," a regal voice called out in amusement. My eyes snapped open and my jaw dropped as I saw who it was.

Princess Celestia stood at the base of the stairs in all her radiant glory, her alabaster coat shimmering like the sun she controlled. Even if I were standing up she'd stand head and shoulders above me, and that's not counting her spear-like horn. Her pastel-rainbow colored mane and tail flowed around her as if blown by an ethereal wind and her large angelic wings were standing out, almost touching the walls with her primaries. The Sun Princess' figure was absolutely perfect; head-sized breasts, narrow waist, and wide child-bearing hips in perfect proportion. She was smiling warmly down at me, the spitting image of the mother-figure everyone in Equestria sees her as.

The only thing detracting from that appearance was her massive cock standing proudly at attention. Yes, before you ask, it was the biggest cock I had ever seen. Big Mac didn't even come close.

She giggled, obviously finding my gobsmacked expression hilarious. She walked over to Zecora and I, her hooves making nary a sound with each step. Celestia stopped short, reached out with a delicate finger to my lower jaw and closed my mouth for me.

"Careful," she said, smiling at me all the while, "you'll attract flies like that." The Princess then reached down towards my member and pulled the condom off, grasping it between the tip of my penis and the reservoir, which had swollen considerably with my release. There must've been at least a cup of jizz, maybe even a pint!. She held it up to the light as if to inspect it, then did something I would never have expected.

Princess Celestia, Supreme Leader of Equestria, all-powerful mother figure, and local Sun Goddess, placed the opening of the condom in her muzzle and tipped it up, letting it ooze into her mouth. Zecora stood up, freeing my member from its fleshy prison. I stood up as well and turned to confront Celestia. I was about to raise an objection before her horn glowed and she raised a single finger, all while continuing to guzzle down my cum.

Christ, I forgot how powerful Celestia is. That one motion literally left me speechless. No, not as in lost for words, I literally couldn't speak no matter how hard I tried. Zecora must've been under the same spell, because I saw her going through various angry gestures, but I didn't hear a peep from her.

Soon enough, Princess Celestia had finished guzzling down my cum. She lowered the now empty condom and licked her lips. Without even looking she then tossed it over her shoulder and into a trash can.

"Mmmmmnnn, *ahem*, sorry about that. I guess I got a little carried away," she said, in no way explaining her actions. "Now, I know you're angry Ben, and I know that you have a lot of questions. Questions that I will answer." Her horn had stopped glowing mid sentence and I opened my mouth to speak, only for Celestia to interrupt me. "Please, if you would come upstairs with Rainbow Dash and Twilight I will answer all your questions there, where I can address all of your concerns at one time. I'd hate to have to repeat myself unnecessarily."

That... was actually a fairly reasonable request. I was still mad that she rendered all that effort a waste but, and this might've been the afterglow talking, I was feeling accommodating. Instead of answering verbally, I looked her in the eye and nodded.

"Splendid!" Celestia said, clapping her hands together. "Please, join us upstairs upstairs when you're ready. Feel free to clean yourselves up first." She smirked "Or don't. I must say, your musk smells wonderful." With that, she turned and sauntered away, leaving Zecora and I both red in the face. Celestia's tail moved aside, giving me a glimpse of her alabaster marehood as she ascended the stairs.

While Zecora found the wherewithal to search around for something to clean ourselves up with, I stood there transfixed until the Princess finally left the room. As I stared at the doorway she hd departed through, I could only think one thing.

Sweet Jesus, that was hot!

Author's Note

Zecora is NOT EASY to write. And I have her around for ANOTHER CHAPTER! That was not part of the original plan. Not at all.

A wild Celestia appears, bringing with her naughtiness and exposition! Will she have all the answers, or will she be annoyingly vague bout it as usual. Why am I asking you, I'm the one writing this! Then again, you people have given me some great ideas to use in future chapters, so kudos!

Speaking of you guys, I am amazed at the reception for this story. Lots of encouragement, some great constructive criticism, and only one or two assholes. Not only that but we ended up featured for three days! I would've been happy for a positive upvote/downvote ratio, but you all knocked it out of the park, and I absolutely love you for it.

Also, I just realized when I got to Celestia's part that I had not mentioned any of the winged ponies flight appendages, and nobody picked up on it! I then went back and added a small bit earlier in the chapter, but you'd think that, with how Rainbow was positioned in the last chapter, Ben should've had a face full of feathers.

Chapter 3

Zecora and I took a few moments to get ourselves cleaned up. I knew where Twilight kept her wet wipes stashed so it wasn't too much of a hassle. All the while we were both red in the face, embarrassed at having the ruler of Equestria just walk in on us like it was no big deal. The awkwardness in the air as so thick that we didn't even say a word to each other as we went about our task.

Once we were done I threw on my shirt and led the way up the stairs. I still didn't have any pants, but I hoped Rarity could hook me up like always. But that was Future Ben's problem. Present Ben had to deal with a Princess that knew what was going on. I had briefly met Princess Celestia and her sister back when Twilight first took me in. Celestia always seemed to know more about my situation than she let on, but I never had any proof beyond a gut feeling. Now that she had all but admitted it, it was time to call the old woman out.

I stepped through the doorway to the ground floor and moved aside to let Zecora by. The first thing I noticed after shutting the door was a pair of guards standing nearby. They were both clad in the gilded armor of Princess Celestia's personal guard, so they were some of the most decently dressed ponies I had ever seen even if they wore nothing underneath. The breastplate, although engraved, was still a functional design, not like what you'd typically see in a fantasy setting. If anything it resembled lorica segmentata that the Romans wore. The only thing you could call sexualized would be the codpiece they wore instead of a segmented skirt or plated leggings that you'd expect to see.

One of the guards, quite possibly the leader, narrowed her eyes and seemed to visually scan me. I must've passed muster, because she nodded at me in satisfaction. "The Princesses are in the seating room. They are expecting you," she said, motioning towards a nearby door where her partner was standing.

I nodded in appreciation and made my way towards the door with Zecora following closely behind. As I approached the guard standing nearby reached over and pulled the door open for me. Consummate professionals, I'll give the Royal Guard that at least, even though their recent record was rather poor from what I'd heard.

I walked into the seating room and was immediately taken aback. I paused long enough for Zecora to have to force me aside, but she too paused at what we saw.

Princess Celestia was sprawled out on the sofa, her head thrown back in pleasure as Twilight Sparkle, kneeling in front of her, was servicing her majestic rod. She had her head buried in Celestia's crotch and was bobbing up and down. I didn't even think that was physically possible. How could anyone swallow something so large? They must've been going at it for a while because, before too long, Celestia threw her head back and let out wanton moan as she reached her peak. Twilight pulled off of Celestia's cock until only the head remained inside and I could see her cheeks begin to bulge with each shot. She began swallowing, but even still a bit leaked around the seal and down Celestia's shaft.

Having finished, Twilight pulled off with a mouthful of cum. A single drop escaped her mouth and flowed down her chin as she finished swallowing Celestia's load. The Princess was panting, her cheeks red as she came down. Twilight leaned forward as if to lick Celestia clean, but was stopped when the Sun Princess placed a single finger on her forehead.

"Not right now, my student. We have guests after all," she said. Twilight shot up onto her hooves and turned towards us, her face red as a tomato. She only offered a sheepish smile in her defense.

"So... hot!" I heard Rainbow call out from behind me. I turned around and, after failing to spot her, looked upwards. She was perched atop a bookshelf, her own blue member hard as a rock and dripping pre as she stared at the Princesses.

"Indeed," Celestia agreed, drawing my attention back to her. For some reason her still-hard cock mesmerized me. I was transfixed on that alabaster rod and the single drop of pearlescent cum flowing down it. Celestia must've caught me staring, I heard her giggle in amusement.

"Like what you see, Ben?" she asked as she lightly shook her cock, that bead of cum still stubbornly clinging on. "How about a taste? It's only fair after all."

My brain took a moment to think about it before throwing its figurative hands up in surrender. It's not like I hadn't tasted pony cum before. I slowly walked over, still not entirely sure on my footing. I made it without trouble and stood before Celestia. Her rod was even more impressive up close. Although outsizing any other I had seen, it didn't look freakishly big on her larger than normal frame. It twitched, and I licked my lips. I required all of my willpower to not get down on my knees and start servicing her as well. Only my need for answers kept me from doing so. Instead, as a compromise, I reached out and drew my finger over that dollop of creamy goodness. I lifted it up to my nose and gave it a sniff. I couldn't detect anything, so I just shrugged and licked it off my finger.

The taste was... hard to describe. The closest I could get would be lightly-sweetened cream with a hint of orange in the background, but that wouldn't do it justice. It was most certainly delicious, though. I must've had a goofy expression on my face because the next thing I heard was Celestia chuckling to herself.

"So," Celestia began, drawing my attention back to her, "Why don't we get a little more comfortable before we begin." Her horn glowed and she summoned another couch from the ether and placed it across from where she was seated. I took the invitation and sat down in the middle. Zecora sat down beside me and I heard the flapping of wings as Rainbow alighted on my other side. She then threw her arm around me in a hug. Like I said, real sensitive under that tough girl exterior.

Although, going by the way she was grabbing my boob, she likely had an ulterior motive.

Twilight summoned her own chair from thin air and set it up off to the side. Celestia nodded, satisfied that all were present. "Now," she began," questions. You all understandably have quite a few. Where shall we start?"

Zecora raised her striped arm as if we were in class. "Before we begin I do have one," she said. "Why, exactly, did you guzzle Ben's cum?"

Out of the corner of my eye I saw Rainbow's cock twitch. To be fair, it was quite hot witnessing the event.

"A simple question, and one with a simple answer." The Princess smirked. "I enjoy the taste. Speaking of which, buttercream frosting," Celestia said while licking her lips.

"But Twilight needed that to figure out what was happening to me!" I protested.

The smile dropped off Celestia's face faster than I could blink. "No, no she did not," she said, her voice all business. "I suppose I should answer the obvious questions first and get them out of the way." Celestia leveled her gaze at me and I looked her in the eye. "You are not the first Human I have met."

I blinked. I had imagined several different scenarios, but that was not one of them. The same seemed to go with Twilight judging by her gobsmacked expression. I could only imagine what my couchmates were thinking right now.

"Wha?" I eloquently replied.

"Exactly what I said," Celestia responded. "Specifically, you are not the first Human to arrive in Equestria since my sister and I took power."

"How did I never learn of this, Princess?" Twilight protested. "I must've searched half of the Canterlot Archives for mention of Ben's species! How could no written record exist if they've been in Equestria before?"

Celestia smiled. "Ah, but they do exist, my student, just not in Canterlot," she said. "If you had bothered to look in, say, Baltimare or Manehatten, you'd have found a few mentions of strange creatures that happened to match Ben's description. But, to be fair, most of those records are buried deep in the archives of those towns. Not out of malice, but simply due to the passage of time."

Celestia cleared her throat. I could feel a lecture coming on. "Every century or two my sister and I would get a report from a far-flung settlement about a strange creature resembling a hairless ape. But every time one of us went to investigate, we always found the same thing. The creature would have already changed into a pony. Every time we questioned them we received the same answer. One moment they were on Earth, minding their own business. The next there was a flash of light and they were in Equestria."

Wait, something didn't add up there. "So it took you over a year to respond to each Human sighting?"

"Oh no no no," Celestia responded with a shake of her head. "It would only be a few months at most. But by that point the change had already happened. To be perfectly honest, Ben, you're running a bit late."

Twilight chose that moment to pipe in with her own question. "So... how long does he have?"

Celestia paused, scratching her chin in thought. "Well, if he progresses at the same rate, and from what I have observed he is, I'd give him a week until he is fully a pony, give or take a few days."

I slumped in my seat. Great, now I had a timeline. "So, that's it? No more Ben?" I asked

The Princess waved her hands in a negating manner "Oh, no no no no no. You'll still be you, Ben. The changes are merely physical. Your mind will still be your own, and only you can choose to change it. If you do begin to act like a Pony, it'll be from cultural osmosis, not the warping of your mind."

Ok, that was a bit of a relief. Only a bit though. I wasn't too worried about losing myself since Twilight didn't mention any changes to my brain, but it was still at the back of my mind. "So," I began, "what exactly is happening to me? Why am I turning into a pony?"

Celestia took a deep breath. "It wasn't until the last time I met a Human that I had any definitive clue of what was going on. Oh, I had a few ideas, but it was all speculation on my part, nothing concrete. But then, I got lucky." She smiled wistfully. "It was eighty years ago, actually. I was on my way to Horseshoe Bay for a much needed day of rest when I caught my break. Suddenly, there was a bright flash of light in the sky, one that momentarily rivaled my own sun. In what was once an empty patch of sky a strange flying metal contraption had appeared out of nowhere. It was badly damaged as well; there were several holes punched through the wings and body of the craft and black smoke was issuing forth from what I later learned was one of the engines. Luckily the pilot was more than skilled and the craft landed on the beach, which is where we met. I still remember the look on Fred and Amelia's face when they first saw me."

The wheels in my head were turning. Something about that story seemed oddly familiar. "Did you happen to catch their full names?"

Celestia paused a moment as if to think it over. "Yes, yes I did. Fred Noonan and Amelia Earhart."

No... fucking... way! I was not expecting to have the mystery of Amelia Earhart's disappearance solved this day, but what do ya know? From the sound of things, it also looked like the theory of Japan shooting them down held some water as well. Who'da thunk it?

I wasn't the only one surprised either. "Wait a second," Rainbow exclaimed. "Are you telling me my great grandma Air Heart was a Human?!"

"Ah yes," Celestia said, giving the same serene smile that usually graced her features. "I'd almost forgotten that she had started a family. This must be startling news for you."

Damn right it was. Holy shit, my best friend was the descendant of one of the greatest women ever!

"But, we're getting off topic," Celestia said, interrupting my train of thought. "Once I had exchanged pleasantries with Amelia and Fred, I canceled my vacation plans at once and escorted them personally back to Canterlot. I then quickly gathered the greatest magical and scientific minds at my disposal and we set to work figuring out what was causing Humans to change."

Celestia leveled her gaze right at me. "Ben, how much do you know about magic?"

Her question surprised me. Being a bit of a bookworm and sci-fi/fantasy nerd I had, of course, read up on magic since my arrival. Living with Twilight gave me plenty of opportunity. Some of the concepts I had trouble wrapping my head around but I had gotten a hang of the basics. At least, I thought I did. There was something about Celestia's tone that made me unsure of myself. "Less than I should, apparently..."

The Princess nodded respectfully. "A wise answer. Even the most learned scholars have much to learn about magic. What many of them do not understand is that magic isn't just a force that can be controlled, but it is alive. Not in the same way you or I are alive, but it is still a living entity; one with a will and mind of its own, even if we can hardly comprehend it at times."

"When we began studying Amelia and Fred, we learned something horrible." Celestia paused and took a deep breath before continuing, her voice sepulchral. "Ben, magic is toxic to Humans. Incredibly so."

I stared at her, horrified. It was like the Princess just signed my death warrant. I heard a sharp intake of breath from my side and Rainbow hugged me even tighter. "But... I haven't noticed anything like that! I feel fine!"

"I'm sorry, Ben, but it's the truth," Celestia responded. "Magic slowly builds up in your cells until it reaches a saturation point. Once that point is reached, the cell dies. This continues until there is nothing left of your body.

"However, one of the few things we know about magic is that it is not inherently a harmful force. Only by acting on another's will can magic be used to cause harm. So, we have a paradox. Magic can not inherently be harmful, yet its mere presence is deadly. So, magic itself came up with a solution. Instead of killing the Human, it instead transforms them into the creature best suited as a vessel for magic.

"We... attempted to halt the transformation process with Fred Noonan. The results were... painful to say the least."

Twilight raised her hand. "So, Ben is turning into a pony because we, as a species, are better?" she asked, confused.

"Ponies are not necessarily better," Celestia clarified. "Better suited to handle an influx of magic, most definitely, but I suspect it's more a matter of proximity. If a Human had appeared instead near a Griffon settlement, I believe that they would become a griffon instead. Although, if it has happened I was never informed."

Zecora then raised her own hand. It was like school all over again. "If the magic affecting Ben is so strong, why did his transformation taking so long?"

That had been bothering me as well. If Zecora hadn't spoken up that would've probably been my next question as well.

"That, my little Zebra, I do not know," Celestia admitted. "Although..." Celestia scanned me with her eyes as if appraising me. Then she smiled "I must say, Ben, you have lost a lot of weight."

I blushed. "Uh, thank you, but please, don't change the subject."

"I'm not," Celestia said. "I think that may have slowed the process down. You losing weight may have given the magic building up in your system both more mass to accumulate, and a method to disperse once you started shedding pounds. It wasn't until your progress plateaued that the magic had a chance to build up."

That... actually made a bit of sense in a weird sort of way. It certainly gave those "toxin cleansing" nutjobs some credibility.

Rainbow Dash chose that moment to stand up. "What I wanna know is why you didn't tell Ben this was gonna happen? I mean, you knew he was going to change into a Pony, yet you didn't bother to warn him? I gotta say, that stinks."

Ah yes, the elephant in the room. To be honest I had been kinda avoiding that subject. Not that I didn't want to know the answer, I most certainly did. I just had a feeling it wasn't good news. Still, Rainbow broached the subject, now it was up to Sunbutt to give me a satisfactory answer.

To her credit, Celestia had the good grace to act chastised. "It was a hard decision, make no mistake, but it was one I thought was in your best interest, Ben." I quirked an eyebrow and motioned for her to continue. "You see, while Amelia and Fred were the first Humans I had a chance to actually study, they were not the first ones I met pre-metamorphosis." She paused a moment and took a deep breath. "There were three more in total, and each one reacted the same. First shock, then fear, and finally..." I could see tears welling up in her eyes. "Suicide."

Three simultaneous gulps could be heard. Celestia didn't give us a chance to respond. "The first hanged himself in his room. The second threw himself off a tower in Canterlot Castle. The third I had the presence of mind to keep a guard constantly watching him, but then he attacked said guard with an improvised weapon. A table leg, if I remember correctly. The guard had no choice but to defend herself.

"Then you came along, Ben, and defied all of my expectations. I was prepared to have this conversation with you months ago, but then you surprised me and didn't transform like all the others. I thought that you might've been an exception, that you would defy all odds and remain human. Unfortunately, I was again mistaken." Celestia bowed her head. "For what it's worth, Ben, I am sorry."

I carefully schooled my facial expression. On the one hand, I was absolutely furious that Celestia had hid this from me. She knew this was going to happen to me and didn't bother to warn me? That both sucks and blows!

On the other hand, I kinda understood why she didn't. I mean, yeah, it sucks that she left me in the dark, but taking into consideration that three out of five humans she met had offed themselves, could I really blame her? Don't get me wrong, I was still mad at her, but not mad enough that I couldn't see reason.

Carefully, I stood up off the couch and walked towards the door.

"Ben..." Twilight said.

"I'm going for a walk. Be back later." With that, said I stepped out the door.

I wasn't feeling particularly sociable as I walked out of Castle Eyesore. Thankfully I had learned several back roads through town. Most of them had once been routes I'd get my daily exercise on. I took a twisting path through town, making the occasional detour to avoid running into anypony.

Like I said, feeling anti-social.

Once I made it out of town I picked a direction and started running, not particularly caring where I'd end up. Princess Celestia had just given me a lot to think about, and despite my best efforts I couldn't get my mind off it. I had always held out some hope of going back home one day, but that was now off the table. Even if they could find Earth, I doubted it'd be in week's time, and each day I'd become less and less human.

Even if they found my home after the week was up, what then? Go back home as a hermaphroditic bipedal equine? I'm sure that'd go over well. Even if I happened to land in the most tolerant place on Earth, the best I could probably hope for would be a lifetime in quarantine. Unless the Princess opened diplomatic relations, but then... gah, I was starting to go off on a tangent.

I hadn't been paying attention to where I was going either. I stopped and looked up and saw that I was surrounded by apple trees of all varieties. That could only mean I was at Sweet Apple Acres. Wow, I must've been out of it. I didn't even realize I'd jumped the fence. That's when I realized that I wasn't even out of breath, despite running over a mile straight. I guess this new body had some advantages.

That was when I looked down and remembered I still wasn't wearing any pants either. Ah, well, not like I was alone in that regard. Still had the shirt at least.

I decided to take a walk around the orchard. I was on good terms with Applejack, so she didn't mind if I trespassed. Heck, she'd even let me have an apple fresh from the tree if I wanted to, provided I didn't make a habit of it.

Speaking of which, my rumbling stomach reminded me that I haven't eaten yet today. In all the excitement I had unintentionally skipped breakfast. Going by the position of the sun, I had almost skipped lunch as well.

Ah, well, good thing there were plenty of apples all around. It might be near the end of winter, but there were a few winter varieties still fruiting. I looked around, hoping to find one on a low hanging branch.

That was when I got a face full of jizz. I had rounded a tree when suddenly, BAM, right on the nose. I coughed and sputtered as it splattered all over my face, covering my eyes and getting in my mouth. Apple flavored, of course.

"Whoops, sorry 'but that, pardner. Didn't see you there," a familiar voice called out.

I swallowed what had ended up in my mouth before offering a response, but the whiteness in my eyes proved to be stubborn. Appropriate, really. "That's okay, Applejack. I'll be fine."

There was a pregnant pause, I could almost hear the wheels turning in her head. "Ben, that you? Land sakes, sugarcube, what's happened to you?"

I finally got my eyes cleared enough to open them. Applejack was sitting on a stump with her muscular legs splayed out, her black-mottled cock hard but drooping. She was a muscular mare, but still had feminine curves to her. Her lightly freckled breasts were a touch larger than Rainbows, but her ass was much more defined. Considering how powerful her legs were, that wasn't a surprise.

She was leaning in, eyeing me up with scrutiny. "Did Twilight start messin' with ya? Do I need to hogtie her until she turns ya back?"

I couldn't help but laugh. Being from the South myself, Applejack and I hit it off right off the bat. It was the accent, mostly. A little piece of home in Equestria.

"No no, it's not Twilight's fault," I said. I tried to school my expression. I didn't want to give anything away right then.

Judging by the concerned look on Applejack's face I failed miserably. She reached over and patted a spot right next to her. I obliged and sat down beside her. "Wanna talk about it?" she asked.

I sighed and prepared to give applejack the whole story.

Author's Note

Exposition HOOOOOOO!!!!!

Wow, things got dark there near the end there. Had to lighten up the mood a bit. I hope the surprise facial managed that.

Yup, that's right, I used Amelia Earhart's disappearance as a plot device. I thought about throwing in a reference to Jimmy Hoffa as well, but thought better of it. Anyway Amelia's presence is a reference to another fic on this site. I'd credit it but... I kinda forgot which one it was. If you know which one it is, please, let me know. It's been bugging me for days.

Very little actual sex in this chapter. Kinda necessary, considering the contents. Hopefully the twi-blowjob at the beginning will tide y'all over.

Speaking of "y'all", Applejack is now in the picture. now the only ones Ben hasn't interacted with on camera are Rarity and Fluttershy. I've got a little something something planned with Rarity, but Fluttershy's gonna b a tricky one. Maybe I'll combine it for a two-fer. Who knows.

Chapter 4

"So that's the whole story," I said, having finished bringing Applejack up to speed. She hadn't talked much, only interrupting a couple times to ask for clarification. The look on her face when I told her about airplanes was priceless. I wish I had a camera.

Once I was done, I turned to face Applejack to get a read on her thoughts. I expected a few thing, anger and confusion chief amongst them. That's not what I got. Instead, she just looked annoyed.

"Consarnit," she sighed, hitting her face with the palm of her hand. "We really gotta sit the Princess down one day and have an intervention. This cockamamie 'cryptic mentor' nonsense is getting old."

"She does this often?" I asked.

"All the durn time," Applejack replied. "The number a' times she's let some snake in the grass almost destroy Equestria just because she didn't let somepony know about 'em, well, it's just too durn much. Although, to be fair, I reckon Discord and Tirek weren't her fault, seein' as they were both locked up at the time.

I blinked. "Discord?"

Applejack blinked back. "Ya haven't met Discord yet?" I shook my head. I'd heard about Tirek. Hard not to since my current lodging was an indirect result of his rampage. Discord on the other hand, was news to me. "Huh, don't that beat all. I thought he'd have at least introduced himself."

"Well, the only 'he' I've seen around here is Spike, so unless someone's not telling me something..."

Applejack snorted in laughter. "Nah, ya'll know Discord once you see him. He's a rather distinct character." She paused a moment, collecting her thoughts. "So, ya feeling any better sugarcube?"

Honestly, yes, I was. Applejack had let me vent, and it did my sanity a bit of good. I nodded at her, and she rewarded me with a smile.

"Still mad at the Princess," she asked.

"Yes." I replied tersely. "I mean, I understand why she did it, but it still pisses me off!"

Applejack just nodded. "I hear ya, pardner. You ever gonna forgive her?"

"Maybe," I replied noncommittally, before amending, "eventually."

"Well, I guess that's all I can ask for." We remained in companionable silence, just enjoying the day as it rolled past. The sun was shining, the birds were singing, all in all, it was a beautiful day out. "So, Rainbow's kin to a human?"

"I know, right!?" I blurted out. "It just boggles the mind! And it's Amelia Earhart to boot!"

"She famous?" Applejack asked.

"Very!" I replied. "Heck, her disappearance was one of the last century's greatest mysteries. It makes sense that she's related to Rainbow, though. She was a pilot after all. Guess she turned into a Pegasus."

"Speakin' of which," Applejack interjected, "Any idea what you'll be?"

I frowned. "Can't say I do," I replied. "Probably won't know until I start sprouting extra appendages."

"Or not," Applejack added. "I mean, ya could be an Earth Pony like me an' mah family."

Before I could respond, we were interrupted by something blue dive bombing the orchard. I turned away to shield my face from flying limbs. When I turned back I saw Rainbow Dash standing right in front of Applejack, only inches apart.

"AJ, have you seen Ben? I've been looking all over and can't find him anywhere?" she asked frantically.

I couldn't resist. 'He went thataway," I said, pointing off in the distance.

"Thanks!" with that, Rainbow Dash zoomed off, kicking up a cloud of dust as she went. Applejack blinked in bafflement

"Wha-?" she asked.

I just held up my hand with all five fingers splayed. Then four, three, two, one.

At one, Rainbow Dash zoomed back in, fuming at me tricking her. I just fell over laughing. I didn't manage to prank Rainbow that often, but when I did it was always a doozy.

"Not...funny" she said through gritted teeth. I had to disagree with her assessment and laughed even harder. "Seriously, dude, I was worried about you! You just ran off!"

That managed to sober me up a bit. Only a little bit though. I reached my hand up for aid. Rainbow Dash glared, but sighed after a moment. She reached down and pulled me to my hooves. "Sorry, sorry," I said, although I had to fight down a fit of giggles.

"So, what brings you out here, Rainbow? Were you really that worried about me?" I asked, fighting hard not to look smug.

"Pfft, as if," Rainbow replied, crossing her arms. "Just a little bit. Only a little." Such a softy. "But seriously, Twilight sent me to find you. She said it was important."

My good humor instantly fled. "Is Celestia still there?"

Rainbow Dash shook her head. 'Nah, she left not long after you split. She said something about speaking to you later after you've cooled off a bit, but that's about it."

Oh, joy. That was a conversation I wasn't looking forward to. I was still pissed at Celestia, and it'd take a long while before I could possibly act civil in front of her. Hell, that was half the reason I just stormed off like I did. Despite Celestia's legendarily thick skin, I still didn't want to risk saying something I'd regret later.

Ah, well, that was future Ben's problem.

"Ya gonna be okay, Ben?" Applejack asked, a bit of concern tinting her question.

I nodded. "I'll be fine. So long as that meeting isn't for a good long while, I'll try and cool off before then."

"Well c'mon!" Rainbow shouted. "Twilight's waiting for you, and we-"

Rainbow Dash was interrupted by what sounded like the growl of a furious predator. We all stopped for a moment, before realizing that the sound came from my stomach. I still hadn't eaten yet, and I was starving.

"Twilight can wait," I stated. "Lunch first."

Okay, an actual lunch was out of the question, since it probably wasn't a great idea for me to be seen in public until Twilight made some sort of announcement about my condition. Granted I kinda already ballsed that up, but I did make a point to stay out of sight as much as possible. Still, I had witnessed one of Ponyville's legendary mass panics before and I was not looking forward to being the cause of one right now.

Thankfully Applejack was more than happy to knock a few fresh apples off a tree for me. It'd tide me over until I got a proper meal. I didn't have much time to enjoy it since Rainbow was trying to hurry me along so I had to eat on the run.

Before too long and after only a couple detours to avoid prying eyes we reached Twilight's castle. As we walked in Twilight was standing in the middle of the entry hall and doing a frantic hoofty-dance. If I hadn't seen this particular maneuver before I'd have thought she needed to go to the bathroom. I could tell she was right on the thin line between worry and panic. Fortunately, once she saw me, she visibly relaxed.

"Ben!" she exclaimed as she walked over towards me. Once in arms reach she walloped me right upside my head. "Don't ever do that again! I was so worried about you."

"Yeah, I can tell," I mumbled as I rubbed my head where I had been struck. "So, you needed me for something, or were you just worried?"

Twilight nodded and motioned for me to follow. I fell in step behind her with Rainbow bringing up the rear. She led me back to the sitting room where we had our previous meeting, only this time we were sans-Celestia. It took me a moment to realize that someone else was missing.

"Where's Zecora?"

"I sent her home," Twilight replied. "Since I now know exactly what's happening to you I didn't think her aid was required. Oh, she'd be a big help, don't get me wrong, but she has her own projects and I didn't want to take up more of her time than was strictly necessary.

Okay, that made sense. "So, what did you need me for?"

"This." With that declaration Twilight flicked her wrist and from seemingly out of nowhere a large stack of papers appeared in Twilight's hand. No idea where they came from. Definitely not up Twilight's non-existent sleeves. "Princess Celestia was kind enough to forward me all her notes on human-equine transmogrification so we have a better idea on how your... condition is going to progress."

She now had my full undivided attention. "Proceed," I said, waving my hand at her.

Twilight held her notes up to consult them. "Okay, the bad news is that, as you've no doubt noticed, it won't be a smooth transition between species. It'll continue to happen in spurts. The good news is that it won't be that painful. According to the Princess' notes every human so far has noted nothing more than mild discomfort."

I nodded. "I can confirm that. I didn't even notice these..." I squeezed my breasts for emphasis, "...come in, and that big one you two were there for, well, it wasn't pleasant by any means but definitely not painful. Hell, hitting my head on the floorboards hurt more than the actual change did."

It was Twilight's turn to bob her head. "That definitely tracks. The major changes should happen maybe once or twice a day, plus a few minor changes you probably won't even notice. Open your mouth, please."

I blinked, not sure where Twilight was going with this. Still, no harm in complying. I opened my mouth as wide as possible and Twilight got real close to examine it. "Okay, looks like your teeth haven't changed yet. Once that happens we'll probably have to switch your diet to a vegetarian one. It might even be a good idea to do so now."

Eh, no big loss there. My diet was already predominantly veggies, with the occasional fish or chicken.

Rainbow chose right then to add her two bits in. "Whadya mean by 'minor' changes?"

"Mostly internal," Twilight replied as she pulled back from my mouth and allowed me to close it. "Hormones and enzymes, things like that. Not many changes to his organs, those are already pretty close to ours. You probably won't even notice when it happens. The only one that should be noticeable would be the addition of, well... a vagina, and all that entails."

I bit back a groan. Definitely wasn't looking forward to that. "Any ideas when that will happen?"

Before Twilight could answer, we were interrupted by a shout from the entry hall "Hello Everypony! I'm back!"

Oh just find me in the Alps!

"In here, Starlight!" Twilight called out. I heard approaching hoofsteps as my other housemate approached our room. I heard the door open and Starlight taking a step and a half inside before stopping abruptly. I was looking away, but I could easily imagine the look on her face. Odds are, it was the same as everyone else's; complete shock and/or bafflement.

Then Starlight opened her mouth and confirmed it. "Monkey-boy? Is that you?"

I didn't even try to suppress a groan God I hated that nickname, and she knew it. Don't get me wrong, I didn't hate Starlight Glimmer. We weren't exactly "friends", but we got along well enough. It was just the nickname I hated.

"Yeah, it's me," I sighed as I turned around. Yup, that was definitely shock on her face.

She leveled her gaze on Twilight next. "Twilight Sparkle, have you been messing with forces beyond your ken again?"

It was Twilight's turn to groan. "One time! I summon an eldritch horror from beyond time and space just one time and I never live it down!"

I turned my head to face Twilight and quirked an eyebrow. That was definitely a story I needed to hear later.

"Nah," Rainbow said, "It's something to do with Equestrian magic or something like that. Honestly, most of it went over my head."

Starlight faced me again, the expression on her face just begging for clarification. I sighed, then started to, again, tell the story.

"Okay, let me see if I have this right. One; Princess Celestia is hiding even more vital information from those she supposedly trusts most; two, Ben is transforming into a pony and will be fully turned into one within a week, and three; Rainbow Dash is related to another human?"

"That last one isn't exactly improtant, but yes, that's the gist of it," Twilight replied.

Starlight nodded. "Okay, so what's the game plan? How do we stop this?"

Twilight and I glanced at each other nervously. "Uhh," Twilight aid," I don't think there's anything we can do, really."

That answer did not make Starlight happy. "What do you mean there's nothing we can do? You're the freaking Princess of Magic, for pony's sake! You have to have something you can do!"

"That's just it!" Twilight rebutted. "I'm the Princess of Magic! Magic is the cause behind his transformation, so I highly doubt that there is anything that I can do with magic to help!"

"So you're just going to give up, is that it?" I could almost see steam coming out of Starlight's ears. I have honestly never seen her this mad before.

Twilight wasn't going to take her attitude lying down. "I have less than seven days to find a solution! Princess Celestia has been looking at this problem for centuries and he hasn't found a solution. What makes you think I'd have better luck?"

"Oh, so just because Princess Celestia hasn't been able to fix this it means that it's impossible? Remind me again, how many of Princess Celestia's messes have you fixed personally?"

"Uh, ladies..." I tried to interject. No dice. Both mares were in full argument mode.

Twilight bristled at Starlight's accusation. "That's not how this works, Starlight..."

Okay, things have spiraled completely out of control. I looked around for Rainbow only to see no sign of her. It took me only a moment to realize what she had done and I had to agree with her. Time for a tactical withdrawal. I slowly backed away from the two arguing mages, mindful not to draw their ire. Didn't want to end up being turned into a toad on top of everything else. I made it to the door and oh so carefully slipped out of the room. I figured it'd be best if I laid low for a little while, so I headed up to my room.

A couple hours later I was lying in bed when I heard a soft knocking at my door. Without being prompted the door opened just a bit and Starlight Glimmer poked her head in. "Ben, mind if I come in?"

I nodded and waved her in. Starlight slipped inside and closed the door behind her, then grabbed the chair next to my desk. She pulled it towards the bed and sat down next to me. "So..." she began, "sorry about that argument. I didn't mean to scare you off earlier."

"I wasn't scared off," I protested. "I just figured it'd be a good idea to get out of the blast radius before the fireworks went off."

Starlight snorted. "Yeah, I guess things did get pretty heated."

"Understatement of the year," I mumbled. "Seriously though, that argument came out of nowhere. What the hell?"

Starlight rubbed her arm, hesitating a bit. "Yeah... that one's been brewing for a while. I've been getting on her case about not finding you a way home for months now. I guess things just came to a head earlier."

"And how," I agreed. "But you really should lay off on Twilight for that. She's been working her ass off trying to get me home. Heck, she even tried sending me through the mirror portal once."

Starlight blinked. "She did? How was it?"

"Close, but not close enough," I replied. "Oh, sure, it had all the comforts of home, but without government ID, I couldn't take advantage of it. No social security number means no job, no job means no money. My only options there would've been a life of crime or living on the streets." I gave my guest a wry smile. "Easy choice, really."

Starlight Glimmer pouted in resignation. "Okay, yeah, that was a bust. But what about everything else?"

"Tried it," I said. "Reverse engineering whatever brought me here? Complete bust. Scrying to find my homeworld? Nada. Opening random portals and hoping to get lucky? El zilcho." I paused for a moment. "Frankly, after that 'eldritch horror' comment earlier I'm perfectly happy if Twilight never opens another portal ever again."

My mini-tirade seemed to draw the wind out of Starlight's sails. "So, that's it then? You're going to be a pony and there's nothing we can do to fix it?"

"Seems that way."

"How can you possibly accept this?" Starlight shouted. "If it were me in your position I'd be completely pissed!"

"Honestly?" Starlight nodded for me to continue. "I'm trying real hard to look at the positives."

That seemed to incense Starlight. "What could possibly be positive about this?!"

"Quite a few things," I replied. "For one, I'll get fewer stares when I go out."

Starlight scoffed at that idea. "Please, you stopped being interesting after a month."

"In Ponyville," I rebutted. "Now I can go anywhere in Equestria without drawing a crowd."

Starlight opened her mouth as if to refute my statement, but after a brief moment she closed it again. Hehe, score one for me. "Okay, name another," she eventually said.

In response I just waved my hand over my body. "Just look how much weight I've lost."

"Ugh, don't remind me," Starlight reluctantly agreed as she squeezed the skin around her stomach. "I mean, you get instant weight loss. I, on the other hand, still have to struggle to keep it off!"

I honestly had no idea what she was talking about. The last word I would ever use to describe Starlight Glimmer was fat. Sure, she had a little bit of pudge, keyword being little. Hell, Pinkie Pie was chubbier than Starlight. Now, being a reasonably intelligent person I did not point that out to Starlight. Heck, she could zap my ass from a hundred yards with just a thought. Bad idea to point out a spellcaster's body issues.

Once Starlight finished feeling sorry about her non-existent weight problem she once again looked me up and down. "So... breasts. "

I look down at my ample bosom. "What about them?"

"Can I see them?"

That instantly drew a red flag. "What?" I so eloquently asked.

"C'mon! I just want to see them." Starlight said "I mean, you see ours every day, right? Is it so much to ask that I get to see yours?"

Red flags notwithstanding, that at least sounded like a reasonable request. Granted, I had been running around with no pants all day, so what's showing a little more skin? Sighing in resignation, I pulled my shirt off, exposing the goods. I didn't even blush. My embarrassment quota had been surpassed long ago.

Or so I thought. I was immediately proven wrong when Starlight reached over and grabbed my boobs. Blood immediately rushed to my cheeks, but I could tell that it was only stop one on its southward journey.

Starlight only whined. "THey're even bigger than mine, for pony's sake!" I don't know how she could tell, honestly. We were so close in size you'd need a specialized ruler o tell the difference.

Unfortunately her ministrations had the obvious effect. My member was coming out of its sheathe and it was most definitely ready to play. "Uhh, Starlight..." I tried to get hr attention, but to no avail. She was so focused on my tits that I don't even think she noticed when I reached full mast.

I definitely noticed when she started to. Her cock slowly slid out of her sheath until it was at full length. It was about the same length as mine, give or take a millimeter or so. What differentiated it was the circumference. Starlight's cock was about half as thick as the average pony's It honestly looked quite dainty in comparison.

"Uh... Starlight," I began to say.

"Well," Starlight interrupted. "If nothing else, you are definitely turning into a sexy mare."

With that, Starlight leaned forward, latched onto my left nipple. and began suckling like a newborn. Oh good god, I thought my new horsecock was sensitive, but it had nothing on my nipples. Each suck shot a newfound fiery sensation of desire up my spine. I arched my back and moaned wantonly, my cock twitching and dripping pre. My hand reached down to give myself some attention, only to be intercepted by Starlight's own fur-covered hand.

Starlight pulled off of my breast and shot me a playful smirk. She then began kissing my body, slowly getting lower and lower, pausing here and there to lick my skin a bit. As she approached my member she lovingly nuzzled into it before nibbling on the side a bit. I grit my teeth and sucked in a breath of air as Starlight slowly lavished my erection with attention. As she reached the medial ring she latched onto it, causing my cock to twitch and send a dollop of pre to fall right at the bridge of her muzzle.

Starlight pulled off of me and looked cross eyed at where the drop landed. She reached up nd wiped the drop off with a finger, only to bring it to her mouth and suck it clean. The Unicorn smiled and licked her lips beore descending on my cock once again, continuing where she left off.

By now pre had begun to run in rivulets down the underside of my member. Starlight wasn't deterred, instead she focused her efforts on licking my cock clean. She steadily ran her tongue up my cock, making sure to cover every inch of flesh. Once she reached the head she latched on and began to suckle as if attempting to drain me of the translucent fluid. When her efforts proved in vain she instead took the whole of my cock head into her muzzle and descended upon it, taking my member into her tight throat.

I closed my eyes as a hiss of pleasure escaped me. Credit where it's due, Starlight was an excellent cocksucker. I felt the bed shift and opened my eyes to see Starlight had positioned herself over me. I was staring right at her erection and I knew what she wanted. I had sucked a few pony cocks before and every time had been intimidating. Not this time, however. Most were wide enough that I had to really work to get one in my mouth. Thankfully, Starlight's cock was thin enough that I could take it with no problem. I leaned up a bit and wrapped my lips around the head. Suckling on the tip, I savored the tart raspberry flavor of her precum.

Then Starlight thrusted.

My eyes widened as her cock surged into the back of my mouth and into my throat. I could almost see my life flashing before my eyes before I realized something important. I was having only a little trouble breathing despite having Starlight's length buried halfway down my esophagus. There was some pressure on my windpipe, but I was still drawing breath.

With a mental shrug I continued along, seeing just how much of Starlight I could take, all the while Starlight was still working my shaft I coud feel her own throat clenching around my length as I went down on her. Before I knew it, I had reached the base of Starlight's cock, my eyes almost burried in her ball sack. I was impressed with myself; before this whole mess I could barely take a horsecock in my mouth, and now I was deep throating one like a champ.

Starlight didn't let me rest, though. She pulled back until she was halfway out before thrusting her full length back in. She repeated this motion again and again, speeding up with each thrust, all while continuing to suck on my cock. I moaned around the length in my mouth. Starlight must've enjoyed it because I felt the vibrations of her own moan.

We were in a pleasure feedback loop. Each moan from one of us caused the other to moan, all while Starlight was fucking my throat. My climax was rapidly approaching when Starlight's cock flared and she suddenly hilted once final time. I felt her cock twitch deep inside me as she moaned whorishly around my length, setting me off as well.

Once I felt Starlight stop twitching inside me, she slowly, gently began pulling herself out. Her flare made it a bit more difficult, but she made steady progress. Once she exited my throat, a drop of raspberry-flavored cum fell onto my tongue. With a barely audible pop Starlight pulled fully out of my maw, her now limp cock swaying to and fro as it began retracting into her sheath. Only then did she pull off my own cock, but not before placing a kiss directly on the head.

"That was amazing," she said dreamily. "And your flavor was simply delicious."

"Yeah... same to you," I replied as I panted in exhaustion. "That was... interesting."

"First time deepthroating a mare?" she asked as she stood back up.

I nodded. "Yeah, couldn't get too far down without my gag reflex acting up."

Starlight blinked owlishly. "What's a gag reflex?"

I blinked, then turned my head to stare at Starlight. That one question answered so many of mine that it wasn't even funny. I shook my head. "Ya know what, forget it. I never asked if you and Twilight made up?" Changing the subject, excellent idea.

"Yes, we kissed and made up," Starlight replied, although her tone was on the sarcastic side. I shot her an unamused look. 'I'm serious, we're not fighting anymore."

I smiled and nodded. Then I snapped my fingers. "I just thought up another positive!"

"Oh really? What?" Starlight asked.

"You no longer get to call me by that ridiculous nickname!"

Starlight just smirked. "In your dreams, monkey boy."

Author's Note

Here we are, folks, the introduction of the most polarizing character in the show. For those wondering where she had been, she was out of town for a few days. What was she doing? I dunno. Parole meeting, I guess. Hopefully I didn't butcher her character too much because I, admittedly, have not seen much of season 6 beyond the opener.

Chapter 5

After a peaceful night's sleep I spent the next morning working on a little project of mine. It was something I had been putting off for a while, but considering all that was happening now seemed like a good time to get started. It'd help take my mind off things for a little while at least.

Heck, I was so excited to finally get to work that I hadn't even gone down for breakfast. An oddity for me, for sure, but nobody even came to check up on me until late morning when I heard a knock on my door.

"Come in," I shouted from my seat at my writing desk. The door latch clicked as it opened and Twilight poked her head inside.

"Good morning, Ben. I just came by to see how you were do-..." She paused, staring at the newest addition to my anatomy. "You have a tail," she said matter-of-factually.

I glanced down at my new appendage as it casually flicked to the side a bit. Thankfully I was sitting on a standard folding chair so that it could just poke through and out the back. The hair was a deep burgundy color with a few streaks of a lighter shade of red.

My new tail was actually the main reason I had stayed up in my room that morning; I was too busy just staring at it and getting it to move on command to bother with breakfast. It also meant I was definitely going around sans-slacks from now on. No way was I going to try modifying one of my pairs of pants on my own. Oh, sure, Rarity wouldn't mind helping, but I didn't think it would've been right to bother her over something this trivial.

"My hair's starting to change color too," I said. "If you look closely, you can see the change at the roots."

Twilight fully entered the room and approached me. She then got a real close look at my scalp, seriously invading my personal space. "Oh, wow, I can definitely see it. Looks like your changes are definitely on track."

"Wonderful," I said with as much enthusiasm as I could manage (i.e. almost noil). I then shook Twilight off me and went back to writing.

"What are you working on?" Twilight asked.

"Script," I replied. "I figure that, if I'm going to be staying here permanently, I might as well introduce some familiar culture. So, I'm writing out the script for one of my favorite movies." Twilight looked over my shoulder. Didn't anyone tell her that's rude?

"Star Wars?"

"Hey, it's a cinematic masterpiece back home," I retorted. "Plus, it's one of the few movies I remember by heart. It'll be a challenge to adapt it for a pony audience, but I figure that it'll be just as popular here."

Twilight didn't answer right away. I could almost feel her hesitation. "Well, you might not have to do that, Ben."

Okay, consider my interest piqued. "What do you mean?"

"Well..." Twilight started, pausing as if searching for the right words. "I'm starting a new project today. It's... related to your.. condition."

"I thought there was nothing to be done," I said bitterly. "That it was too late for me."

Twilight placed a hand on my shoulder. "Maybe for you, Ben, but it's not too late for any more humans that might end up in Equestria in the future. You heard the Princess; a human ends up in Equestria on a semi-regular basis. With a little research we might be able to figure out what's causing it or, barring that, a way to send them home."

I blinked. "I thought we exhausted every avenue on finding Earth?"

Twilight nodded. "I thought so too, but I found somepony to lend a hand, one who has extensive experience with magic dimensional portals." She then smirked playfully. "Come down to the lab. You'll find out everything down there." With that, Twilight Sparkle left my room, closing the door behind her.

Me, well, I was stunned. Twilight actually found someone that had more knowledge than her about something magical? This I had to see.

I should've expected it. I really should've. In hindsight the identity of Twilight Sparkle's so-called portal expert was super obvious.

But let's backtrack a bit. On my way down to Twilight's lab I stopped by the kitchen for a light morning snack. It was just a slice of buttered toast, but still enough to tide me over. Deciding not to keep Twilight waiting too long I scarfed it down on my way to the basement.

Once I saw who Twilight got it took all my willpower not to facepalm. It was someone I had met before, although it was my first time seeing her as a pony. Still, despite the species change I would recognize that red and yellow hair anywhere, even though she had forgone her usual leather jacket and instead wore a white lab coat.

Still, despite being annoyed with myself, I was glad to see her. "How's it been, Sunset?"

Sunset Shimmer looked up from the workstation she was sitting at and smiled. "Hey big guy. Lookin' good."

I blushed as I bit back a groan. Damn these ponies and their nicknames. "What brings you here? Isn't today a school day," I said teasingly.

Sunset scoffed. "Please. I was at a college level when I fled through the mirror the first time. The only reason I need to go to that school in the first place is history class; which I'm acing by the way." That last part just had smug oozing out of it. "Besides, Principal Celestia gave me a few weeks excused absence so I can work on this project."

My mood fell. "You're taking time out of class just to work on my transformation problem? Didn't Twilight tell you it was pretty much a lost cause?"

"Not that project, the other one. The portal project." She paused a moment to take in my uncomprehending expression. "Twilight didn't tell you?" I shook my head. "Figures. Anyways, you know how Twilight's been searching all over the multiverse for your Earth?"

"Yeah..."

"Well," Sunset continued, "she finally decided to bring in an actual expert on magic portals."

It took me far too long to get where she was going with this. "You mean to tell me that you can find my home?"

Sunset's ear-to-ear grin lit up the room. "That's right. Well, I have a good idea, at least," she said, hedging her statement. "I won't bore you with all the technical details, but the other Twilight and I have been doing some independent research on multiversal portals and we think we've found a way to trace an origin point for anyone who's been through one."

"But I didn't come through a portal," I protested.

"No, but it's the same principle," Sunset rebutted. "It won't be a hundred percent accurate. There's always margin for error when working with something of this magnitude. Still, I believe we can get it on the same continent at the least."

It was hard to keep my excitement tempered, but there was something that still needed to be addressed. "What about the whole... you know." I circled my arm around my torso.

Sunset's excitement dampened a little as I indicated the elephant in the room, but it didn't go away completely. "To be perfectly honest, I don't think this will help you with... that," she said. "My work's still in the very early stages; it's almost purely theoretical at this point. Even with my most optimistic estimations, by the time I can get a working portal to your homeworld you will have been a pony for a month." Well, that was a mood killer if I ever heard one. "But, it could help someone else in your predicament. If another human appears in Equestria, we'll be able to send them right home."

I had nothing to say to that, so I simply nodded. As I did, I inadvertently got a look at just what Sunset was wearing. Specifically, the lack of pants. "I see you've made yourself at home already."

She merely scoffed at me. "Well duh! I may have spent the past decade as a human, but I'm still a pony deep down. I understand why humans prefer clothing, don't get me wrong, but I still prefer going au naturel whenever possible. Besides..." Sunset smirked as she eyed me up. "It looks like you joined the "no pants party", as Pinkie would say."

Well, she had me there.

As we lapsed into silence, Sunset turned back to her workstation. It was moments like this that solidified just how much I liked Sunset. She, more than any other pony, actually understood what I was going through. She knew what it felt like to be dropped into a completely unknown situation and not only adapted but thrived. It gave me hope that I could do the same. Although I wasn't planning on taking over the world with an army of teenagers in my case.

While Sunset was working I couldn't help but notice that she was acting funny. Every few moments she'd glance over at me and bite her lip before returning to her work. Looking closer, I could see her cheeks darkening as she slowly developed a blush. It wasn't until I could just barely make out a whimpering noise that I had to speak up. "Something wrong?"

Sunset jerked her head to the side and slapped her cheek before turning around to face me. "Nothing! Nothing's wrong!"

"You sure?" I asked. "It certainly looks like something's wrong with you."

Sunset bit her bottom lip. "Okay, honestly, you're kinda distracting me."

I blinked. That was unexpected. "How?"

She threw her arms up in surrender. "Have you not looked at a mirror? You are literally a perfect match for the ideal pony form right now. You went from tubby bastard to sex goddess practically overnight!! I'm surprised you're not drowning in mares right now! Seriously, it's taking all my wilpower not to just bend you over the table and rut you until you can't walk straight!"

It was at that point that I saw Sunset's cock poking out of her sheath. Something she said must've rubbed me the right way because I felt my own length waking up. The only thing keeping me from popping a full-on stiffy was the idea that Sunset wanted to be the pitcher. I don't know how far my internal changes have gone yet, but I was hesitant to... test it out. Especially with what was looking more and more like a lust crazed hermaphrodite.

I was saved when Twilight kicked the basement door open and glided down the stairs. She was carrying a metallic briefcase of some sort, but I had no clue as to what it contained. "How's everypony doing?" she asked cheerfully.

Sunset grunted and went back to work. I shook my head to try and get the lewd thoughts out, with little success. "Just catching up," I said. It was the truth, but not the whole truth. I think Pinochio'd be fine in my position. "What's with the luggage?"

Twilight didn't answer right away. Instead she trotted over to her own workbench and set the case down. She unlocked the clasp and flipped the lid open, stepping aside to allow me to look inside. I walked over, and saw that the interior was lined with foam. Inset amongst it like a firearm in a gun case was a single small, corked, bulbous glass bottle filled with a liquid blacker than pitch on a moonless night. Seriously, it looked like it was absorbing the light around it.

"Magical resonant imaging contrast dye," Twilight said, answering the unasked question. "It's a very expensive substance, hence the special transport case, but I'm going to need it if I'm going to properly track your internal changes."

Hesitantly, I reached over to pick up the bottle. When Twilight didn't stop me I grasped it by the neck and pulled it free. As I jostled the bottle the liquid inside flowed like it was ordinary water and not the sludgy substance I was expecting. "How expensive are we talking, here?"

"Trust me, you're better off not knowing," Twilight replied. "Let's just say that even with my status as Princess I had to call in a few favors to get my hands on this much."

I eyed the bottle questioningly. "Is it going to be enough?"

"Easily," Twilight assured me. "A little bit goes a long way. I just went overboard just in case. If we don't use it all it's got a practically indefinite shelf life."

"I see," I said. "So, what do we need to do?"

Twilight's horn glowed as the bottle in my hand flew out of it and a tiny spoon, no bigger than one you would use to feed a baby, appeared next to Twilight on the table. She carefully uncorked the bottle and dipped the spoon into the black liquid. After letting the excess drip back into the bottle. Twilight held the spoon out towards me. Hesitantly, I took the proffered utensil and put it in my mouth and gulped the black fluid down.

I was expecting it to taste nasty; like cough syrup mixed with raw sewage. I was pleasantly surprised when I found that it didn't taste that bad. Rather, it didn't taste like much at all. Like dry water, if that makes any sense at all. It did give off a pleasant tingle all the way down, though.

"Alright, now what?" I asked.

"I'm going to need you to take your shirt off and stand very still.," Twilight replied. I quickly stripped out of the only clothing I had on and complied with Twilight's request. "Good. Now spread your arms and legs a bit, please." I did so without question. Twilight's horn glowed for a moment before a similar glow surrounded my now-nude body.

The glow around my body cut off after only a few seconds, but Twilight's horn started to glow brighter and brighter with each passing second. Soon the tip of Twilight's horn was as bright as the sun before, with a blinding flash, she cast her spell. Appearing before us was, well, me. Okay, it wasn't me, but rather a hologram, one with the outside bits cut away to show the internal organs. Kinda like one of those models you would see in a doctor's office, only made of light and not plastic.

I didn't have the foggiest clue what Twilight was looking for, but she made several pleased 'hmm' noises as she visually ispected the image. "Yes, as I suspected, the internal changes have progressed at pace and are well on their way to completion," she said, more to herself than anything. "It looks like the upper respiratory and digestive systems have finished their transformation, explaining Starlight's report of Ben's lack of a gag reflex."

Alright, I definitely didn't like how Twilight was talking about me like I wasn't in the room, but she was too 'in the zone' for me to get her attention. I simply watched as Twilight leaned in for a more detailed observation.

"Subject's lungs look to have grown a little bit, increasing in capacity. Mammary glands appear to be fully functional though not actively producing at the moment. Stomach appears to be unchanged, although I wasn't expecting any at the macro level. Will have to perform further testing to get a more accurate assessment."

As she continued her inspection, Twilight blinked and began to frown. She had found something that threw her for a loop.

"Something wrong?" I finally spoke up.

"Not wrong, per se," she replied. "I'm not getting a good reading on your prostate. It's being blocked by something. What, I don't know." Twilight scratches her chin in thought for a moment, then sighs in resignation. Her horn glows and she summons a table from the aether. "I'm going to have to do this the old-fashioned way."

I barely suppressed a shudder as I recognized the table. It was a simple thing; waist high, square, metal, and padded. It was what Twilight had me lay on during some of her more... invasive procedures. When she mentioned the word 'prostate', I knew what she'd want me to do. As if to confirm my thoughts Twilight put on a pair of latex gloves and began to thoroughly lube up.

Resigned to yet another hit to my dignity, I approached the table and assumed the position; face down, ass out. Thankfully Twilight's examination table was designed for comfort. I laid as still as possible as I heard Twilight's hooves clopping against the tile floor, approaching me from behind.

"Could you move your tail aside, please?" she asked.

I had almost forgotten about that little wrinkle. Unfortunately I hadn't exactly mastered moving my new appendage quite yet. I concentrated hard, but only got a pathetic little flick for my trouble. As if sensing my trouble, Twilight simply grabbed my tail with her clean hand and held it to the side. My trepidation only grew as Twilight got even closer. I yelped as I felt her lubed fingers touch my pucker.

It wasn't quite a new feeling. Twilight had given my a rectal exam once or twice since my arrival, so I knew what to expect. What I didn't expect was the feeling that my nerves were turned up to eleven. I felt every ridge of my anus being rubbed as Twilight thoroughly lubed up my ring.

Then she stuck her finger in and I nearly blacked out. My vision went blurry and I hissed in a mixture of pleasure and pain, although the pain was swiftly subsiding. I clenched my hands tight against the table as I fought hard not to tighten my hole, lest I not let Twilight finish the job. My cock had escaped the confines of my sheath and was dangling below the table, blood flowing southwards rapidly hardening it.

I tried to keep myself under control. Really, I did. But Twilight's ministrations were turning me on something fierce.

Then she stuck a second finger in and I yet again nearly blacked out.

"Subject seems to be experiencing increased sensitivity," Twilight said in a clinical tone. I could only just make her out over the haze of pleasure. My cock was rock hard and dripping precum like a leaky faucet. Twilight seemed oblivious to my ordeal as she kept going deeper and deeper.

I let out a gasp as she finally reached my prostate. Back on Earth I had read that the prostate was the key to the most powerful orgasm a male can achieve. Now, with Twilight rubbing on mine like a crystal ball, I thought that the people who said that were downplaying just how intense it was. Within mere moments I was ready to paint the floor with a heavy load of cum.

But, to my dismay, Twilight pulled out with a wet *schlick* before I reached my peak. "Okay, Ben, your prostate appears normal; for a pony at least. You can get up now, if you want-"

Twilight was interrupted as I backed my ass into her and started rubbing her crotch. In my lust-drunk state, there was no way in hell I was about to let Twilight not finish me off.

"Ben, what's gotten into you?" Twilight asked desperately as I continued to grind into her crotch. I could feel her cock beginning to poke out.

"Isn't it obvious, Twi?" Sunset chimed in. "Whatever you did really turned him on. I don't think he's going to just let you go without getting him off."

I whimpered pitifully as I waited for Twilight to take action, fearing that she actually would leave me in this state. My worries proved to be false as Twilight grabbed hold of my ass and began to rub into me, her cock growing harder and harder as she hotdogged me.

"Well..." Twilight began in a husky tone of voice. "You are right, Sunset. It would not befit my role as a Princess to leave a friend in such a state. I must see to my subjects needs above my own, after all."

Sunset giggled. "Especially if serving your subjects just so happens to serve your needs as well."

Sunset then got up and sauntered over to us, massaging her semi-hard cock all the while. She stopped in front of my face, allowing me to smell the musky aroma wafting off her member. Unlike Starlight, Sunset Shimmer's cock was as thick as a normal pony's. I gulped as I imagined her ramming that thick rod down my throat.

Unbeknownst to me, while I was distracted with Sunset, Twilight took that oportunity to line her royal scepter up with my asshole. I felt her cockhead press insistently against my well-lubed hole. After a token resistance, she forced her way in.

Oh dear sweet Jesus, Buddha, and Kami; I nearly came the instant she penetrated me. I was expecting a bit of pain, but there was none to be found; only pleasure. She kept sliding in with almost no resistance and I could only moan in response. Then I felt the medial ring pop on in. "Fffuuuuuuuck!" I yelled, and Twilight kept going. When I felt her ring rub against my prostate, that's when I reached my peak. I moaned even louder and jets of cum shot out of my cock, painting the floor and underside of the table.

I continued to moan and cum, my peak seeming to last forever. I was silenced, however, when Sunset shoved her own marecock into my mouth. It was a tighter fit than Starlight's, but my jaw somehow stretched enough to where it was only mildly uncomfortable and not screaming in agony like I was expecting.

My cock continued to spew cum as Twilight thrust again and again, continuing to rub her ring over my prostate. I had read that prostate orgasms could last a while, but this was ridiculous. I didn't care at the time. My vision began to blur while Twilight continued to fuck my ass. Sunset, conversely, had not moved at all. She was allowing the momentum from Twilight's thrusts to force me further on her cock while I simply sucked and licked her wonderful rod.

With a couple more jets, my first orgasm finally petered out, but I felt another one rapidly approaching. Twilight was now jackhammering away at my ass, grunting and moaning all the while. Sunset's cock twitched in my mouth, and she grabbed the back of my head before she finally began facefucking me in earnest, her moans almost a counterpoint to Twilight's.

Twilight's moaning reached a crescendo before she at last hilted inside me. Her cock twitched and I could feel jets of cum blasting the inside of my ass. She leaned forward until her tits were pressed firmly against my back. She then reached around and pulled my torso up a foot or so.

Sunset, rather than cumming straight into my stomach, pulled out and began jerking herself off. It took only a few seconds before the first jet blasted me in the face. Luckily I had closed my eye in time so I wasn't blinded. The next one went higher and managed to get Twilight, who was looking over my shoulder. Her third rope went a little low and practically covered my tits in Sunset's creamy essence. The next two barely made it out of her cock, dripping pitifully onto the floor.

With Sunset finally done, I licked my lips to clear them of her seed. Oddly enough, they tasted like oranges. I reached up and cleared the spunk from around my eyes. And my forehead. My cheeks as well.

Twilight pulled back with some difficulty, my now-eager ass not allowing her to easily extricate herself from it. She let me go and I just flopped down, landing in a veritably puddle of Sunset's jizz. I was smiling anyways, feeling almost drunk on the pleasure, and a bit worn out as well. My eyes slowly fluttered closed, but I maintained conciousness for a little while. Just long enough for Twilight to suggest our next move.

"We're definitely going to need a bath after that."

I awakened some time later chest deep in warm water. As my eyes slowly fluttered open, I saw that we had relocated to Twilight's luxuriously appointed bathroom. Although calling it a mere bath would be a gross understatement. The tub was the size of a small swimming pool to start. Made of the same crystal as the rest of the castle and interwoven with fine gold filigree, it was just bordering on extravagant for the mare with otherwise simpler tastes in furniture.

Further assessment showed that I was sitting in Twilight's lap; her purple-coated arm running a sponge over my cum-stained body as my back pressed up against her breasts and I ground my ass into her crotch, letting out a pleased 'mmmnn' as I did so. Across from us, Sunset Shimmer was lounging in the tub as well, and it looked like she was getting forty winks like I was.

"Looks like somepony's finally awake," Twilight said quietly, not pausing in her cleaning.

"Mmmhmmm," I responded as Twilight rubbed the sponge over my tits. "How long was I out for?"

"Not long. Only about ten minutes or so. How're you feeling?" she asked.

Her question gave me pause. How did I feel? On the one hand, I had just gotten fucked up the ass, something most men would call either humiliating or degrading. On the other hand, it felt good. Really good. Like, 'best sex I ever had' good. I honestly had no idea how to answer her.

Twilight seemed to take my hesitance as an answer. "I guess some confusion is to be expected. This was your first time on the... receiving end, after all."

I just nodded. "That was much more intense than what I was expecting."

"Same here," Twilight mumbled under her breath. I still caught it though.

I turned to look at her out of the corner of my eye. "Meaning?"

"I don't know," Twilight admitted. "The sensitivity of your erogenous zones has gone up. That's to be expected, seeing as how ponies are generally more sensitive than humans. But a sensitivity increase on this scale could mean any number of things!"

It was at this point that I started to get worried. "Like what?" I asked, a hint of fear in my voice.

"Nothing bad," Twilight reassured me. "Honestly, it could be nothing. There's so little that I understand about what's happening to you that at this point I can only guess. Hopefully when Starlight gets back from Canterlot I can hit a breakthrough."

"Starlight's in Canterlot?" I asked.

"I sent her earlier today to pick up a few tomes on transformation magic from the Archives. She should be back in the morning; just in time for the announcement."

That statement piqued my curiosity. "What announcement?"

"It's about... well, you." Twilight said. "We can't just keep this a secret. You've become something of a fixture for this town; ponies are already asking about your whereabouts. So, tomorrow, we're going to have a town hall meeting and explain to the citizens of Ponyville what you're going through."

I blinked. "So... you're going to tell them everything?"

"Not quite," Twilight replied. "There's a couple things that Princess Celestia doesn't want to leak just yet."

"Namely, what I'm working on," Sunset chimed in, proving that she wasn't actually asleep. "Can't blame her, really. After all, I am the one ripping the space-time continuum a new one. That'd give anypony with a modicum of magical knowledge a conniption fit."

Gotta admit, she's right there. I mean, look at all the crazy theories about the LHC that popped up over the years. "So, what now?" I asked.

"As far as we're concerned, you're done for the day," Sunset answered. She then opened her eyes and shot me a sultry look as the tip of her penis broke the water's surface. "Unless, that is, you're up for round two."

It took me less than a second to conclude that I, indeed, was up for another round.

Author's Note

Well, now it's Purple Smart's turn to get it on with our illustrious hero. And she brought a friend too. What luck.

Those of you who read the comments will know that I've gone on record that Ben will not be turning into an Alicorn. Well, it turns out, I might have lied about that. Keyword; might. Nothing is set in stone, but it looks like this story could go that direction.

The idea only really took hold a couple days ago, but I could see some interesting scenarios play out if I go that direction. But still, like I said, it wasn't the original plan, and it still might not happen, but it could.

Chapter 6

I inexplicably found myself standing in a black void with no memory as to how I got there. The landscape was featureless, with no walls, ceiling, or even a floor to give the area any definition. Yet I was standing as if on solid ground. To test the so-called floor's solidity I reached down to touch it, only for my hand to pass below my hooves. I reflexively jerked back, taking few stumbling steps backwards in the process.

"Okay, what fresh hell is this?" I asked the void, my oice somehow echoing on nothingness.

"Not hell," A regal voice called out behind me. I spun around and saw... nothing. Nothing but the featureless void.

"Apologies," The voice said. "Give me one moment to manifest."

With a flash of blinding light I was no longer alone. Standing before me was a certain midnight blue Alicorn. I fought back a reflexive gulp. I hadn't spoken much to Princess Luna, save for an exchange of pleasantries the few times I found myself in Canterlot. She was built much like her sister, only a little smaller. While Celestia was practically a giantess, Luna was only above-average in height in comparison; if by above-average you mean gives Yao Ming a run for his money.

"Hello, Ben," She said without fanfare.

"Uh... hi," I dumbly replied. "So... where are we?"

"Isn't it obvious?" she said, blowing an errant strand of her nebulous mane out of her face. "You're dreaming."

I blinked, and was suddenly flooded with recent memories. That second round with Sunset Shimmer led into a third. Then a fourth. By the time we were done we had to change the water in Twilight's bath just to get even remotely clean. Twilight didn't join in, though. She had taken her leave early on to get some work done and we didn't see her again until dinner, after which I exhaustedly trudged my way to my room for a well-deserved night's rest.

Which leads us to here. "So... what's with the blank void?"

"Again, my apologies," Luna replied. "I wanted to speak with you as soon as possible, so I intervened just before you could naturally form a dream. I dare say we hae much to discuss, you and I."

I frowned. "Such as?"

"Well, for starters, you," Luna responded. "How are you feeling? I honestly can't imagine what you're going through."

It took me a moment to formulate a response, to which I shrugged. "Honestly, I'm not sure. I'm just trying to take things as they come. No use worrying about the things I can not change."

"Wise words," Luna said with a nod of her head. "Still, this must be affecting you in some way. I find it hard to believe that you can just take this situation in stride."

"Oh, believe me, Princess, I've had my share of freakouts," I admitted. "But there's only so much I can get worked up about before it stops registering. That happened long before Twilight took my anal virginity."

Luna blushed a bit, then stepped over towards me. She reached out and wrapped me in her warm embrace. I hesitated a moment, before reciprocating. I hugged her in kind, laying my head atop her generous bosom. The steady rhythm of her heartbeat soothed the stress I wasn't aware I had.

"Thank you," I sad, still holding tightly to Princess Luna.

"You are welcome," she replied, not moving to pull away either. We remained like that for several minutes. Just the two of us holding on to each other in companionable silence. It was as if nothing else mattered at the moment.

Finally, after far too little time, Luna pulled away. "Well, with that out of the way, why not do something fun."

I tilted my head in confusion. "Such as?", I asked, earning a giggle from Luna.

"Silly, this is your dream," She answered, waving her arm out towards the vast expanse surrounding us. "If you just imagine it, it can happen here. Why not take advantage of that. I've been curious about your home as of late. Would you kindly show me a little bit?"

I blinked, taken aback by her suggestion. But then it was all I could do limit myself to a grin.

Santa Cristo. Home. It was a quaint little town in the Texas Hill Country, located a couple hours away from San Antonio, right on the Frio river. With a pop of only about ten thousand or so it wasn't on any maps.

I'd decided to plop us right on Main street, right in front of the bank and across from the Church. The beige concrete and stucco buildings looked like they were from the Nineteen Fifties, or the Eighteen Fifties if you're looking at the bar (conveniently next door to the Baptist church). The only signs of modernity were a few cell phone shops and Starbucks mixed in with the smattering of antique stores with a handful of 'Mom and Pop' joints.

I couldn't help but smile at the view. Luna, however, only frowned. "Where are all the people? Was this town abandoned?"

My happiness fell when she asked that question. "No, not abandoned," I said. "Honestly, I haven't been home in years. I left for college long before I ever came to Equestria. Even then, I didn't spend that much time in town. Too busy with my school work."

"Similar to Twilight Sparkle, in that regard," Luna remarked.

"It also didn't help that most of my friends moved away when I was young," I added. "Hell, I don't blame them. Or their parents. Hell, I up and vamoosed the first chance I got."

"Was it truly so bad? Growing up here, I mean?"

"Back then? I thought so," I said. "There was nothing for me to do, my closest friends had abandoned me. Hell, my job prospects after school boiled down to a minimum wage fry cook or cooking meth with my cousin. This town got hit hard by the big recession nearly ten years ago. The day I got my acceptance letter from college was the greatest day in my life!" I paused a moment to catch my breath. "Then I actually went to college and the Real World started slapping me around."

"What happened?" she asked.

"Crashed and burned," I replied, my voice going hollow. "I wasn't prepared for college. I flunked out my first semester, got fired from my job, hell I almost ended up living on the streets. Thankfully one of the friends I made let me crash at his place for a while."

The scene around us suddenly shifted. The town was replaced with the interior of a dilapidated building. The avocado-green painted drywall had various holes punched in, the sagging floorboards were covered by a threadbare rug, the drapes over the windows were moth-eaten, and the only furniture in the room was a nearly-shredded couch and a coffee table made out of an old hubcap and a pane of glass.

"Speak of the shit hole," I muttered to myself.

I blinked once and Luna was nowhere to be found. I looked around and didn't spot her. I then looked up and saw the Princess of the moon hanging off the ceiling lamp and shaking in fear. I looked down, and if I had wings of my own I would've joined her.

It was a cockroach. Not just any cockroach, oh no. This motherfucker was big as a rat and as mean as a snake. I should know, I've run into this asshole before. Fucker tanked an entire can of Raid and didn't even flinch. I threw my shoe at it one time and it came back chewed.

"Can we go somewhere else?" Luna whimpered, still hanging from the ceiling.

One scene transition later and we were on the shore of a beach of pristine white sand and clear blue waters, nary a hellroach in sight. Luna, still in midair but without a light fixture to hang on, plummeted down and landed square on her ass. Luckily the sand broke her fall.

I, being the consummate gentleman that I am, promptly fell over and started laughing my ass off. Luna responded with the dignity one would expect from someone of her station.

She grabbed a handful of sand and threw it in my face.

Luna's attack sent me sputtering; hacking and coughing as sand assaulted my throat. Luna, the heartless wench, just laughed at me as hard as I laughed at her. Eventually, I got my breathing back under control. Luna stood up first and walked towards me. She held her hand out, offering assistance. I gladly accepted, reaching out as well and letting her pull me back to my feet.

"Well, this is a much finer scene, Ben," Luna said. "Might I ask where we are?"

I looked around a bit before answering. "Damned if I know. This was probably something I saw on TV once."

Luna quirked an eyebrow in a Nimoy-esque manner. "Teevee? What, pray tell, is that?"

"Right right, I forgot you don't have those yet," I said. "Imagine a movie theater in the comfort of your own home. Shows are sent to your home in much the same way as radio signals."

"I see..." Luna said, though judging by her tone she only barely understood it. "Well, anything to get away from that... monstrosity. How could you live in such squalor?"

I shook my head. "I didn't. Not for long anyways," I said, turning to gaze at the distant horizon. The sun was beginning to set, though it looked to be doing so much quicker than it should. Then I remembered that this was a dream and simply chalked it up to 'dream weirdness'. "I was lucky. I managed to bounce back quickly. Got a decent paying job and managed to move into my own place. It wasn't exactly luxurious, but definitely a step up from... that place."

The background began to blur and melt as the beachfront seemed to disappear. Suddenly, quicker than I could blink, we were no longer on the beach. Instead, we were at my workplace. It was the typical cube farm; row upon row of cubicles, some occupied and others not. A few had some personalized touches; some artwork from children, awards, a few handmade holiday decorations that were ridiculously out-of-season. Most, however, were the typical dull lifeless boxes that they were.

And there I was too, sitting at my old desk in an uncomfortable polo shirt and slacks two sizes too small, typing away at my computer with a lifeless expression on my face. It was surreal, seeing myself. Almost like one of those out of body experiences. Even more surreal seeing what I used to look like. I couldn't help but compare myself now and back then. I really had come a long way, even without the magical transformations.

Luna was intrigued by the computer monitor. Not surprising, seeing how they didn't even exist in Equestria. Hell, Twilight has one of the most advanced Equestrian computer in existence down in her basement and it still had a paper readout. I don't think they've even invented CRTs yet.

"Such a fascinating device," Luna commented. "Like a paperless typewriter."

"That's... one way to describe it, I guess," I said. "But yeah, this was my average day, spending eight hours of my life just typing in numbers. It was mind numbingly boring. I nearly lost my will to live at one point."

"Was this what you were doing before your arrival?"

"God no!" I exclaimed. "I managed to get motivated enough to actually do something. I put myself through culinary school and was going to be a chef. I'd actually just graduated and quit this job a few days before, well, pfoopf! Shame too. I actually had a job at a nice restaurant lined up and everything. Now, thanks to that stipend y'all gave me I don't really have to work. Thanks for that, by the way."

"You can thank Twilight. It was her idea, after all," Luna said before turning back to face the real me. "Now, after Ive learned a little about your previous life, I must ask what you plan to do after you fully become one of us?"

I snorted. "What plan? Do I look like the kind of guy that actually plans things out?" I ask rhetorically. "Even if that were the case, this isn't something I can plan out just yet. Hell, I don't even know WHAT kind of pony I'll be yet. It'd really suck to have this grand plan to become the head of the weather factory and end up as an Earth Pony."

That earned me a giggle from Luna. "True," she said. "It does little good to plan things out with incomplete information. But, I might have a suggestion if you are willing to hear it."

"... Go on."

"Young Twilight Sparkle has told my sister and I of her plans to find your homeworld. Celestia has the utmost confidence that both Sunset Shimmer and Twilight Sparkle will succeed in their endeavor. Thus, she has comcluded that simply finding your homeworld is not enough. She would like to do even more."

"Such as..." I asked.

"Contact," Luna responded matter-of-factly, lacking the gravitas such an announcement deserved. "My sister wishes there to be formal contact between our world and yours."

I think my jaw hit the floor there. "Wha-?" was the only response I could manage then. Princess Celestia wanted to open diplomatic channels with my home. That... that was huge! Ginormous even!

"I see you understand the gravity of the situation," Luna said. "Starting tomorrow morning, my sister will looking for the right ponies to initiate contact between the nation of Equestria and your home. It will be a monumental undertaking, one that will change both our worlds in ways that we can not imagine. My sister believes that we can only benefit from such."

"But you don't agree," I noted.

"I'm... cautiously optimistic," Luna hedged. "I do see the benefits, but I worry about the risks involved, especially since none of the ponies we would be entrusting to make contact know anything about humanity. They would essentially be going in blind."

It didn't take a rocket surgeon to get what Luna was implying. "You're asking me to help them?"

"Was I that obvious?" Luna asked rhetorically.

"I'm not exactly an expert on humanity, Princess."

"But you are more intimately familiar than anypony we know," Luna responded. She had me there, technically. "We, My sister and I that is, are not asking you to be a diplomat, per se. Such a role requires years of education and training. Rather, we would like you to advise the diplomatic team instead."

"Advise them?" I asked for clarification.

"Indeed," Luna replied. "Mostly on cultural issues. We wouldn't want to accidentally insult anyone if we can avoid it."

Luna paused, giving me time to consider her proposal. It honestly sounded too good to be true. It would even give me an oportunity to look into my old home, even if I was a hermaphroditic pony.

That's when the bad thoughts started creeping up on me. What about my family? Would they understand what happened to me? Would they accept me? I was pretty sure they would, but there was that nagging doubt at the back of my mind that made me worry about it.

"Could I get back to you on that?" I asked.

"Of course," Luna said. "I was not expecting an answer immediately. It'll take quite some time to get a team assembled. My sister and I will send a formal request by post when we are ready. Until then, just think about it." Then, quicker than I could blink, Luna stepped close and wrapped me in another warm embrace. "And I do apologize for springing this on you so suddenly."

"It's... it's alright," I said, returning the hug.

Luna continued her embrace for a few moments before pulling away. "Now, with that settled, why don't we have some actual fun?"

"Fun?" I asked hesitantly. Considering how the past couple days have gone I had an idea of where this was going

Luna turned around and swatted me with her tail. "Not that kind of fun. I want you to show me something."

"Oh?" I asked, intrigued.

"Yes," Luna said. "I want you to show me, in your opinion, humanity's greatest accomplishment."

I couldn't keep the smile off my face. She just had to give me an easy one.

The landscape was dry, dusty and desolate, composed of gray stones and regolith. We had arrived on the edge of what appeared to be a small depression in the land; rocky hills surrounding us as far as the eye could see. It was a scene of magnificent desolation. They sky appeared to be night at first glance, though we could see as if it were bright as day.

Luna scanned the horizon, a look of bemusement on her face. "You brought me to the Moon?" she asked.

Of course, she would recognize it. "Not just any moon," I replied, trying my best not to sound smug. "It's my moon. See, look." I pointed into the sky, where Earth was hanging there like a blue marble. It was quite far away and quite small, but I could just make out the continents through the sparse cloud cover. The terminator was just over eastern Africa, right around where the Nile river is.

"Is that your home?" Luna asked, staring in awe. I simply nodded. "It looks so small."

"Yeah. Kinda humbling, now that I actually look at it," I said. "I've seen pictures, sure, but despite it being a dream, this feels more... real, if you know what I mean."

"I think I do'" Luna said, shooting me a knowing wink. "But I asked you to show me humanity's greatest achievement, and yet all I see is dust."

"Patience, Luna," I said, raising my hands in a placating manner. Suddenly, I heard a loud roar. coming from above. Luna reacted first and turned to look at what made the impossible noise, and her jaw dropped just a tad. I looked as well, although I knew what I would see. The LEM was descending onto the lunar surface, slowed by jets of silvery flame. The Princess' eyes tracked the craft as it slowly, ponderously lowered itself, until the Eagle had safely touched down.

I may not have gotten all the details right, but I think I got the point across. Luna looked absolutely stunned. Then, the hatch opened and Neil Armstrong stepped out and onto the ladder. Slowly, cautiously, he descended the steps one by one. He paused at the last one. minutes went by, and he still hadn't taken that last step. Luna stared on, spellbound at what I was showing her.

Then, almost unceremoniously, Neil Armstrong stepped down.

"One small step for a man," I quoted, "One giant leap for mankind."

"You... your species has stepped foot onto your planet's moon?" Luna asked, awestruck.

"Six times," I confirmed. "Was going to be seven, but there were some... problems with the third mission." I didn't go into details. I figured that, if we're going to be making contact with Earth I could show her the movie.

Luna continued to watch in wonder as Neil and Buzz went about their business. I had seen videos on Youtube enough times that I think I at least got the broad strokes right, even if some of the details were wrong. It wasn't until they began to unfold the flag that I spoke up. "You seem impressed. I thought you'd been to the moon as well?"

"It took the six most powerful magical artifacts to send me to my moon, and it only worked because of my personal connection," she said. "Yet your species sent people to their moon without any magic at all! Not only that, you did it five more times! How can I not be impressed? I want to call it a lie, yet I know it to be true."

"We're full of surprises, that's for sure." It was near impossible to not sound smug with that statement. Luna, in turn, continued to watch until the two astronauts began to head back to the lander. When I looked closer I could see the dream beginning to blur at the edges.

Luna noticed it as well. "It seems this dream is ending soon."

"We could always go somewhere else," I suggested.

Luna paused contemplatively, then nodded with a smile on her face. "Lead the way."

Next we found ourselves seated in the Coliseum. Now, this wasn't the ruined Coliseum. Rather it was the Coliseum in its heyday, back when it was still called the Flavian Amphitheater. The upper levels were intact and there were awnings extended out to protect the crowd from the hot Italian sun. And what a crowd, too. The place looked at full capacity, barring n empty section surrounding Luna and I. We were seated front and center, right near the action.

Down in the arena two gladiators were squaring off against each other, one wielding a sword and shield and the other a trident and net. The net guy was keeping his distance, but he couldn't quite get around the shield with his spear. Sword guy, a Secutor, I think, tossed out a few probing attacks, but was denied by his foe's superior reach.

"I didn't think humans would enjoy gladiatorial combat," Luna commented while watching the fight closely.

"Well, they have fallen out of favor these days, Princess," I replied as the net guy went on the offensive. He gave several quick jab with his trident, but they were all expertly deflected, and he only managed to back his opponent up "This arena is almost two thousand years old. These days it's considered a ruin."

"I see. Pity," she responded. "I quite enjoyed when I would oversee such spectacles back before my banishment."

That was news to me. Granted I hadn't really read that much into ancient pony history yet, but I never imagined that they would have gladiators. Then again, they do have professional wrestling and it is quite popular. Yes, it is also just as over-the-top as the WWE as well.

As I was contemplating that, there was a cry from the crowd. Net guy had made a fatal mistake. He thew his net, hoping to entangle the Secutor, but his opponent had anticipated it and deftly dodged out of the way. He then charged at his now-netless foe. Net guy wasn't going down without a fight. He jabbed with his trident, but it was ll for naught. The Secutor stepped aside and got real close, too close to have to worry about the spear. He then bashed his foe with the metal boss in the center of his shield, knocking net guy to the ground. He then stepped over his fallen foe and looked up to the distant stands. The crowd was calling for blood, shouting for the victor to finish his foe. But, whoever was officiating the match must've given a different signal, for the victorious gladiator sheathed his blade and helped his adversary to his feet. The crowd wasn't too fussed, as they continued to cheer as the combatants made their way off the field.

"A well earned victory," Luna commented. "I am almost surprised it wasn't a fight to the death."

"Those did happen," I said. "They were pretty rare though, usually only convicts were put to death in the Arena. Gladiators were extremely popular. Having them killed willy-nilly would lead to disastrous consequences for the Emperors."

"A fair point," Luna conceded. "It seems that our worlds have more in common than one would first think."

"I'll agree to that." As I said that, the walls began to blur and melt, signalling the end of this particular dream. "Okay, looks like it's closing time. Anywhere else you want to go?"

Luna shot me a sly grin. "Please, allow me this time."

I honestly should've expected this. The way the past few days had gone, it had to happen sooner or later.

Luna had weaved her magic and had taken us elsewhere. At first there was blackness. Nothing was visible, not even my hand in front of my face.

Then, in a flash of light, we had appeared in a richly appointed bedroom. Luna's if I had to guess, going by the star-motif silken bedspread. The room was the definition of luxury. A jeweled mirror was hung above a rich mahogany vanity, below which sat a mahogany stool with velvet cushions. The bed was a four-poster with lacy curtains and ebony posts. A faint hint of incense teased my senses, and I could hear violin music just on the edge of my hearing. I had arrived seated on the bed; soft as a cloud with satin sheets.

"Well, what do you think?" Luna asked, a coy smile on her face.

"I'd say you're trying to seduce me," I replied matter-of-factly. Luna dropped all pretense as her expression turned lascivious and she slowly sauntered towards me, her hoofsteps echoing off the floorboards. Her cock was peaking out like a groundhog in February. Mine was beginning to emerge as well as Luna stopped just short of my spot.

Unexpectedly, she reached forward and gave me a shove, pushing me flat on my back. She then proceeded to crawl atop of me, bringing her face level with mine, her breasts smooshing against mine and the same seductive smile beaming down on me. Luna leaned forward and kissed me on the lips. I was shocked for a split second, but recovered quickly enough to recognize her tongue probing my lips for entry. I opened up to allow her entry and our tongues battled for dominance. Mine was clearly outclassed, lacking in Luna's centuries of experience, but I made her work for it.

Her tongue lingered over my canines, clearly intrigued by their sharpness. I took advantage of her momentary lapse in attention to reach around her head and run my hand through her wavy stardust mane. It left a tingling sensation on my skin, akin to a static charge that had built up. She chuckled as my hand brushed the back of her head, still lip-locked with me.

Our cocks rubbed together as they grew more and more turgid. As they reached full mast sandwiched between the two of us, I discovered that Luna wasn't that much bigger than me. A couple inches if that.

Luna's lips broke contact and she pulled back. She then grabbed my tits and gave them a good squeeze, eliciting a mewl of pleasure from me. "Fascinating," she said. "It appears that you have acclimated to your changing body quite rapidly. But I wonder how much you'll like.... THIS!!"

With that shouted declaration she pinched both of my nipples and gave them a good tug. I expected pain, but it never came. Instead, I only felt near orgasmic pleasure as she steadily squeezed and pulled on my nipples. Then, I felt as something rushed out of my now-engorged teat.

Milk. Princess Luna was milking me, and it felt awesome. I let out a nigh ear-splitting moan to let my approval be known.

Without warning Luna released her hold on my teats. Before I could protest she latched onto one of my now free nipples with her mouth and began suckling. I threw my head back and moaned again, this time even louder. This was one of the best sensations ever! There was only one thing that could make it better.

As if responding to my thoughts I felt another mouth latch on to my free teat. My voice caught in my throat before I could moan again and I looked down to see who it was.

It was Luna. A second Luna had latched on and was suckling on my breast as well. Both of them had a naughty glint in their eye as they continued to drink from my breasts, slightly out of sync with one another. My cock gave an approving twitch, a veritable river of precum dripping from the tip.

My vision was occluded by a set of navy-blue testicles, beyond which was a light-blue slit attached to a midnight-blue flank adorned with Luna's ink-splotch of a cutie mark. My mouth dropped in awe, and the new Luna took advantage and lowered her balls into my now-open maw, my nose tickling her clit as she teabagged me. I could smell her arousal as I licked and sucked on her stones, tasting of sweat and flesh.

The bed shifted under me and it began to feel lumpy, albeit still quite soft. It wasn't until I felt a pair of arms wrap around me that I realised what had happened. Yet another copy of Luna had appeared below me and now the whole gang was lifting my bottom half up. I then felt a hard cock press at my backdoor and they dropped me onto the turgid shaft. There wasn't even a hint of pain, only pleasure. I was surprised that I hadn't cum yet.

The two Luna's working my front continued to nurse with no sign of stopping as the one below me pulled out and thrust back in slowly. The Luna I was servicing rocked back and forth, masturbating herself on my nose as I continued to suck and tongue her nuts.

I once more felt the bed shift, only this time it felt like someone was walking on it. Another Luna clone, if I had to guess. This one stopped right above my abdomen. The two sucking on m tits shifted aside to make room for the newcomer. I felt a pair of hands on my member as they held it steady. The newcomer then lined her pussy up with my tip and slowly lowered herself down, hilting herself in one motion.

I never thought I would ever find myself in the middle of a gangbang until that night. Then again, was it technically a gangbang? There were only two participants after all.

At the time those thoughts were the furthest from my mind. I was overwhelmed by pleasure as the gaggle of Lunas edged me along masterfully. Every time I thought I was going to peak, they would slow down and allow me to recover, the cheating harlots.

Without warning the Luna that had her balls in my mouth pulled off, my mouth making a soft popping noise as her nus left. I wasn't left wondering for long, as she had simple turned around and shoved the tip of her cock against my lips. I opened my mouth wide and she fed me her wondrous cock. It easily slipped into my throat and Luna began to thrust away at my drooling mouth.

The Luna pounding away at my ass was the first to give in. Her thrusts suddenly became jerky, less steady. She then hilted herself and I felt her cock flare and her cum explode into my bowels, rapidly filling them to capacity.

The one riding my cock was the next to fall. She slammed her hips down one last time and cried out in extasy as her own cock fired cum out with the force of a cannon, practically drenching the underside of my breasts. I didn't lat much longer, almost instantly I flared as well and began pumping her with a steady supply of semen.

Last, the one face-fucking me shoved herself all the way down my throat, depositing her load directly into my stomach. My throat bulged as she ejaculated. Eventually, she pulled out and I finally got a taste. Blueberries.

The last two Lunas stopped nursing and finally pulled off my nipples. I just happened to glance down at the right time to see them make out with each other, swapping mouthfuls of milk between them.

Someone lifted my head up and placed it down in their lap. When I looked back up all the extraneous Lunas had disappeared, and there was only one left, smiling down upon me lovingly.

It was too much for me, and I blacked out.

I awoke with a start and groggily raised my head. A glance out the window told me it was still night. Another glance at my alarm clock confirmed that dawn was hours away. Not even the nuttiest of ponies would be up at this god-forsaken hour.

I wanted to go back to bed. I was having a very pleasant dream. At least, I thought it was. The details were a bit fuzzy. Something about Princess Luna and.... gladiators?

Whatever the case, even though I wanted to go back to bed, I simply couldn't. I had awoken to find myself in a sticky mess under the sheets. Definitely a good dream, going by the evidence.

Then I felt something on my head twitch. It was somewhere between the top and my ears. Or, at least, where my ears were supposed to be. I reached up and confirmed that, indeed, I had grown pony ears, and they felt fuzzy. I glance at my mirror, and sure enough there they were. The fur was a dark indigo, almost violet color. And the bastarding things kept twitching. I sighed, resigned to my fate.

I rolled over and went back to sleep, sticky sheets be damned. I'd deal with everything in the morning.

Author's Note

The town of Santa Cristo is entirely fictional. The Frio River, on the other hand, is completely real and it lives up to its name.

Well, a bit of history in this one. Some more backstory on Ben, a glance into Equestria's past, and a nice gangbang to round things off.

This one went through a few revisions. At first, we were just gonna jump straight from the Moon to the action, but I decided a transition scene was needed. Then I was gonna have a scene from the outside of the ISS, but then said to myself "We were just IN space. Let's do something else." Then I pulled the gladiator fight out of my ass.

BTW, that gangbang scene was not easy.

Chapter 8

I awoke the next morning bright and early. Well, okay, ‘awake’ was probably the last thing you could describe me at that hour. Conscious would’ve been pushing it. I was a bad hangover away from what my uncle would’ve called ‘Morning After Shore Leave Syndrome’. Old salt served as a corpsman aboard the Nimitz back in the day.

But I digress. Smacking my dry lips, I extracted myself out of bed. Luckily for me Rainbow Dash had rolled over sometime during the night so my progress was not impeded in any way. Not that I was in any condition to actually pay attention to that at the time. It was one of those rare days that I’d actually need coffee just to function. Most days coffee would only provide a nice boost to get on with my day. Every now and then, however, usually when I’d get up particularly early, I would be a virtual zombie until I got my morning cup of joe.

With an objective in mind I shambled my way out of my room. I was aware enough to make sure I opened and closed my door quietly. Wouldn’t want to wake up Rainbow Dash before she was ready.

I shambled my way downstairs, my hooves dragging along the plush carpet. The clip-clop they make as I descend the crystalline stairs is deafening to my half-awake mind, my ears folding down to block out the noise. It wasn’t long before I found my way to the kitchen. Living in Twilight’s palace for a year gave me the ability to find it blindfolded.

I shoved the doors open a little more forcefully than I meant to. Spike was sitting at the table chowing down on a bowl of gemstones. He looked up as I entered, spoon halfway between bowl and mouth. Before he could greet me, however, he dropped his spoon and his jaw dropped. A little lower and it would’ve dented the table. ‘What’s his deal,’ I thought to myself as I made a beeline for the coffee maker.

Thankfully somepony had invented the automatic drip coffee maker years ago and Twilight’s was set up to brew a full pot every morning, so I didn’t even have to wait before I could pour me a cup. Plus, Twilight bought the good coffee; the kind that doesn’t need cream or sugar. I felt a bit more alert as the wonderful aroma of Twilight’s black gold wafted up my now-ponified nose.

Once my cup was full, I raised it up to my lips as I turned around. Twilight was standing in the doorway, eyes bugged out and making an expression similar to a fish out of water. If I were in any mental condition to do so I would’ve found the whole thing rather amusing.

I sat down at the table, hunched over and staring contemplatively at my mug of dark goodness. As the surface of the brew stilled I saw my reflection in it, a horn the same color as my coat poking out from my forehead. It didn’t even register in my mind at the time. I simply stared for a moment, then took a great big swig from my mug, downing nearly half of that sweet caffeinated goodness in one go.

Fuel cells.... recharging. Awareness... increasing. Ben.exe has successfully rebooted. I closed my eyes and took a deep breath. It was as if my exhaustion had drained out of me. Like I said, Twilight buys the good coffee.

I opened my eyes again and the first thing I saw was Twilight Sparkle, still standing in the doorway with the same goofy expression on her face. Spike wasn’t doing much better. He had managed to close his mouth, but he still looked like he’d seen a ghost.

“What?” I asked pointedly.

“Ben... uh...” Twilight began to say before running out of steam.

“Have you looked in the mirror this morning?” Spike asked, a look of cautious awe on his face.

I tilted my head a bit, like a dog that’d heard a new noise. “No... why?”

Neither of them responded verbally. Instead, Twilight lit her horn and teleported in a large stand mirror. Curious, I finished my coffee, got up, and stood in front of the mirror. The instant I did, my eyes bugged out.

Okay, let’s recap. First I grew a pair of tits. Then I went through an instant weight-loss program and gained the pony-equivalent body of a sex goddess, including hooves and horsecock. After that I grew a tail and my hair changed color to a nice burgundy. The next day I got an indigo fur coat. Lastly, a pussy grew in behind my balls.

Now that we’re caught up, let’s go over what changed overnight. My face had changed fully, complete with muzzle and cartoonishly-large ice-blue eyes. It was a cute face if I do say so myself, especially with the horn...

... And the pair of wings that had grown on my back.

Standing there, staring at my reflection, I knew something important had happened. Something strange and wondrous and mysterious that needed to be commented on. I thought long and hard on what I would say. It had to be something poignant, profound, something everypony would remember.

“...wut?”

Later that morning I was standing in the middle of the living room with three princesses going over me with a fine-toothed comb. Quite literally in Luna’s case.

Spike, proving forever that he was far wiser than anyone gave him credit for, was the first to act once he had gotten over the initial shock. He rushed off to find parchment and quill and promptly sent a letter to the princesses. Less than five seconds later and they both teleported in. Once they clapped eyes on me, they both promptly lost their shit.

Which lead up to the current situation. Once both princesses’ brains rebooted they began closely examining me. For what, I don’t know, but they were looking over every nook and cranny. Emphasis on every.

Rainbow Dash had come downstairs sometime during the examination. She took one look at me and immediately proved that she could react to the situation far better than the three royals in the room.

She began laughing the blue off her ass.

Granted, were I in her position I’d find the whole thing fucking hilarious. As it is, though, I was just plain mortified. Luckily for me Sunset Shimmer had my back. She walked up behind Dash and Gibbs’d her.

“Ow!” Rainbow shouted.

“Do you mind, Rainbow?” Sunset asked. “This is no laughing matter.

“Quite,” Luna concurred as she pulled away from me and finished her inspection. “Well, I don’t know what else to say, Ben. Much like young Twilight Sparkle, you have become an Alicorn.”

“I figured as much,” I grumbled, while internally thinking ‘no shit Sherlock’. “Any idea how?”

Celestia clicked her tongue. “I’m afraid that it would be next to impossible to divine a reason for your... metamorphosis? Ascension? Either way, for whatever reason you have been deemed worthy for this gift.”

“Deemed worthy by what?” I asked. “I know you said that magic is alive, but could it really be aware enough to decide something like that?”

Luna and Celestia looked at each other and shrugged. “Possibly,” Celestia answered. “It could also be any number of other factors. For all we know it might’ve been genetics, as was the case with little Flurry Heart.”

“Either way,” Luna piped in. “You becoming an Alicorn has... complicated matters, to say the least.”

“Indeed,” Celestia concurred, her tone completely serious. This was a side of Celestia I hadn’t seen often. Just about every time I’d seen her up until now she had always had this air of playfulness about her under that “all-powerful mother figure” most ponies saw when they looked at her.

Not here, oh no. The Princess Celestia that was speaking to me now was all business. Frankly, that was probably the most unnerving thing about my day up to that point. When Princess Celestia got serious, shit was about to get real.

And, of course, the whole situation completely flew over Rainbow’s head.

“I don’t see what the big deal is,” Rainbow said. “So Ben’s got wings and a horn. Big whoop!”

The *slap* of Twilight applying her palm to her face was loud enough that I was worried she might’ve hurt herself. “Rainbow Dash, a new princess appearing out of nowhere is a very big deal.”

I kinda wish that I was drinking something at the time. The spit-take would’ve been epic. “Wait,-”

“What?” Rainbow finished for me.

Both Celestia and Luna solemnly nodded at me. “You heard correct. Since you are now an alicorn, that automatically makes you a princess of Equestria,” Luna said.

I started pacing. My brain was lagging behind from this revelation. It made no god damn sense!

“Why?” I asked, a few decibels louder than I intended.

It was Celestia that answered. “It’s an old decree, one that was issued centuries before Nightmare Moon’s banishment.” Out of the corner of my eye I saw Luna flinch a bit at the reminder of her little temper tantrum. “Back then, my sister and I were having... issues with some of our followers.”

“Damnable cults!” Luna grumbled harshly.

“Yes,” Celestia said, barely suppressing a shudder. “Many of our ponies had taken their devotion to us down a dark path. They began worshiping us as living goddesses, and demanding that everypony had to do so as well. And when others refused... they committed truly heinous acts.”

I had a feeling I would regret it, but I had to ask. “How bad was it?”

“You’ve heard the Nightmare Night legend, right? How Nightmare Moon actually ate ponies?” Luna asked. I nodded in response. “While I have never done anything of the sort... well, let’s just say that there is some truth to the legend.”

I felt my morning coffee try to fight its way out of my stomach. Jesus Christ, and I honestly didn’t think ponies were capable of something that horrendous.

“Luna didn’t have a monopoly on... misguided followers,” Celestia added. “One of my students attempted to lead a crusade against all non-pony races in the world. The only reason she isn’t remembered even in legend is that I managed to squash that genocidal maniac’s movement before it could pick up any real momentum.”

Oh great, they even had their own little Pony-Hitler. Well, that would at least make teaching these ponies a bit about human history less of a daunting task.

“And those were just the worst of the worst,” Luna said, derailing my train of thought. “Celestia and I managed to put an end to these atrocities, but it cost us a great deal of time, effort, and resources. We always feared another alicorn would show up and take advantage of such devotion to throw the realm of Equestria into chaos. There was no immediate solution, but after many long debates, Celestia came up with a potential solution.”

Celestia’s horn began to glow and a scroll appeared in her outstretched hand. It was quite old and weathered, showing its great age. The Princess unrolled the scroll and cleared her throat. “By Royal decree,” Celestia began, “From henceforth, all alicorns are to be considered royalty. Should one be found, they are to be sent swiftly to the residence of the the Royal Sisters, where they shall be trained in the art of governance of the realm by the sitting princesses.” With a flick of her horn,, the scroll in Celestia’s hand rolled itself up and poofed out of existence. “It was the most effective method by which we could prevent any pretenders to the Throne from causing a problem.”

“I see...” I mumbled to myself, slowly realizing the gravity of the situation.

“And that is where matters become complicated,” Luna said.

“Yes,” Celestia added. “We were fortunate. No alicorns had manifested until young Cadence. Luckily she was only a filly, and I was able to raise her as family.”

“And let us not forget Twilight Sparkle,” Celestia added, favoring Twilight with a proud smile, causing the purple alicorn to blush. “While I didn’t know she would become an alicorn, she had spent her formative years learning at my hooves, so she was well prepared for her ascension.”

“Which brings us to you,” Luna said, turning to me.

“Yeah, I get it,” I said, somewhat bitterly. “I’m just a nobody who got lucky. Feels like I’m some character in a cheesy story.”

“Not quite what we were trying to say...” Luna said, rolling her eyes but holding back a giggle. There was that playful minx of a princess I knew. “What I meant to say was that Cadence and Twilight were eased into their respective roles. You however have been... I believe the term is ‘thrown into the deep end’. You’re going to need to undergo extensive training before we can bestow any power onto you. And before we can even think about that we have a coronation to plan, plus a formal ball to introduce yourself to the nobility. Add to that our little secret project and we’re all going to be busy as bees for the foreseeable future.”

It took me a moment to remember what secret project she was talking about, before I realized she meant the First Contact project she was planning. In all the excitement that little detail simply slipped my mind. But, some things definitely took precedence. “What first?” I asked, already resigned to my fate.

Princess Celestia’s horn began to glow. “We have some letters to send out. I’ll contact you as soon as I work out a few details. Sister, please join me at the palace as soon as possible. We have a lot of work ahead of us.” With that last statement she disappeared in a flash of golden light.

Luna lit her own horn as well. “Do not be frightened, my friend. While the task ahead may be daunting, I believe you shall handle yourself admirably.” With that, Luna fired off her teleportation spell.

It as at this moment I began to truly realize the gravity of the situation. All the power I was about to receive. The privileges... all the rules and expectations... the scrutiny of the general populace.

It was at THIS moment that I truly realized just how over my head I was. I was short of breath and beginning to hyperventilate as I began imagining one horrible scenario after another, usually ending up with me being either run out of town or tarred and de-feathered. It only lasted a few seconds before Rainbow took pity on me. Showing that she was the epitome of decorum, she slapped me in the face, near-instantly breaking my self-destructive train of thought.

“Thanks,” I grumbled, rubbing my injured cheek.

“Hey, the last thing we need is you getting all angsty again,” Rainbow replied.

Damn it, she had a point. Angsty Ben is no fun to be around. “Okay then,” I said. “So... I’m a princess.”

Twilight and Sunset both grimaced. “Yeah...” Twilight said. “I’m really sorry, Ben. I don’t know how this could’ve happened.”

“I hate to say it but I’m stumped as well,” Sunset added. “Maybe you just won the genetic lottery. If so... congratulations?”

I just grumbled to myself. I wasn’t saying anything, mainly just making displeased noises at the whole situation.

It was at this moment that Spike came in at last, humming to himself, wearing his signature frilly pink apron and carrying a tray laden with treats and mugs of hot cocoa. Bless his scaly little heart, he knew just how to cheer me up. And he had perfect timing as well.

I snagged a mug as he walked by and took a long sniff. The coffee at Twilight’s castle was good, but the chocolate supply was downright sinful. There was something about Equestrian chocolate that made it so much better than anything I’ve ever had back on Earth, and I’ve had some good chocolate. My mom was a connoisseur.

For the record, dad was a whiskey connoisseur. Not a drunk, but he enjoyed a glass every day.

“So, what’d I miss?” Spike asked. We spent the next few minutes filling him in on the Princesses’ visit.

MEANWHILE, AT ~~THE LEGION OF DOOM~~ CANTERLOT PALACE

In a twin flash of gold and indigo light both princesses suddenly teleported into the main room of Celestia’s suite. It was a large room, with marble walls with ebony accents. Off to one side a large bookcase stood against the wall, laden down with rare tomes from all across the land. Well, copies of rare tomes. The real ones were in the royal archives and treated like the treasures they are. Across from there was a fireplace, around which several plush chaise lounges were arrayed in an almost haphazard fashion. The walls were surprisingly bare, unladen with shelves full of expensive, hard to dust bric-a-brac one would normally see in a noble’s home, something the palace maids were infinitely thankful for. Only a few royal-purple drapes gave the room a bit of color.

The maids were busy tidying up the room, although how much work needed to be done was debatable. Princess Celestia was notoriously fastidious around her chambers, nearly driving her staff to unionize just so they actually had work to do.

Still, the maids were startled when both princesses teleported in unannounced. Still, they were professionals and swiftly bowed in their presence.

“Please rise, my little ponies,” Princess Celestia said, smiling beatifically. Being professionals, they did as their princess requested. “Thank you. Now, I know you have your duties that must be attended to, but we need you all to wait outside for a few moments. My sister and I have something important we need to discuss.”

Having dealt with a similar request numerous times in the past, the maids didn’t even protest. They did as commanded, leaving the room as swiftly as possible.

As the last one left the room and closed the door behind her, the two alicorns held their pose for a moment. Once they were certain they were alone, they both relaxed their posture and glanced at each other.

They were both grinning like the cat who ate the canary.

“Oh, this is going to be sooo interesting,” Celestia said.

“Indeed, sister,” Luna said, rubbing her hands together, an almost evil glint in her eye. “I can not wait until we break the news to the nobility. They shall, what’s the term, have a goat?”

“Cow, Luna, it’s ‘have a cow’.”

“Uh, Twilight... are you certain all of this is necessary?” I asked fearfully.

We had adjourned to the main Library. Well, I say adjourned, but it was more like Twilight forcibly dragged me there. Twilight then proceeded to, to use a technical term, flip her shit and go on a wild book-based rampage. She was dashing from bookcase to bookcase, taking out seemingly random tomes as she went. As fast as she was going I could’ve sworn that she was on the verge of breaking the sound barrier.

“Of course this is necessary!” she shouted, pulling yet another book out and tossing it on the pile. “You’re going to be a princess! We need to start your lessons post-haste!”

Lessons? Curious, I walked over and pulled out a book at random. The cover showed that it was a law book. A law book from three hundred years ago, at that. I picked out another book and it was on the same subject, only it was even older. I gulped as I realized that Twilight was going overboard. Again.

“Twi, I don’t think-” Before I could finish, the purple alicorn got up right in my face, glaring at me angrily. Her eyes were bloodshot and she had developed a noticeable twitch. I had to tread carefully here, lest I incur the wrath of the librarian. “What I meant was... wouldn’t it be better if we waited until Princess Celestia got back to us. I mean, she is the expert here, after all.”

Surprisingly, that worked. Twilight’s eye stopped twitching and she took a step back. She then went through a few rounds of her breathing exercises. I just stayed perfectly still as I let her calm down. Rainbow Dash, Sunset Shimmer, and Spike chose that moment to poke their head in through the door, a worried look on their faces. Spike was wearing a flak helmet. Where he got the damn thing I have no clue.

Twilight took one final deep breath before speaking. "Okay... okay." She looked up... and up at the massive pile of books in the middle of the room. "Whoa. I guess I did go a little crazy there."

"A little," I muttered under my breath.

"I'll say!" Rainbow shouted. "I thought you'd blow your stack again! I almost went to alert the town."

Twilight had the good grace to look embarrassed. "I wasn't that bad." she said in her best Fluttershy impersonation.

I just nodded at her, willing to put this all behind me. "Okay then, what should we do now? Other than cram centuries of obscure laws into my brain?"

"I think we should let Ponyville know," Sunset said as she stepped into the room, the others following her. "Otherwise we'll have to keep Ben locked up in here." She then paused, her finger on her chin as she stared off into space. "Also, we need to think up a new name for you."

"What?" I asked, dumbfounded.

"Yeah,...." Rainbow said, looking embarrassed. "I didn't want to bring it up but.... well, Ben doesn't sound like a pony name, really."

I had to agree with her there. Plus, it didn't really match my outward appearance either. "I honestly hadn't thought about that," I mumbled to myself.

Twilight, sensing my unease, placed a comforting hand on my shoulder. "We don't have to change your name, if you don't want to. I mean, sure it's non-traditional, but you wouldn't be the first pony who-"

I raised my hand to interrupt her by raising my hand. "It's fine," I said, trying to mean it. "I mean,it's not like I didn't change anything else. What's one more thing?"

"Ben-" Twilight tried to say, but again I interrupted her.

"No no, it's fine! I'll still be me. Just... with a different label." It wasn't Shakespeare, but it was still a good analogy in my opinion. Twilight opened her mouth to try and protest, but Sunset beat her to the punch.

"That's a good way to look at it," she said.

"Heck yeah!" Rainbow shouted in agreement. "But we gotta come u with a good one! Can't have the newest princess with a lame name, now can we?"

"Right," I replied drolly. "Let's table this discussion for now." As if to punctuate this discussion, Spike's cheeks puffed out before spewing a blast of green flame, which quickly rematerialized into a roll of parchment.

"That was quick," Rainbow said as Spike caught the letter midair.

He cut the seal open with a claw and unrolled the scroll, clearing his throat as he started to read.

Dear Twilight and Ben.

First I would like to apologize for our sudden departure. We shall return later this evening to finish or earlier discussion, and to go over a few more details we failed to bring up before.

We have gotten the ball rolling on our end and hope to see this whole matter settled before the end of the week. I will be making a formal announcement in the morning, and would kindly ask that Ben remain out of the public eye until then. Still, it would be appropriate to inform the rest of your friends about this recent development, but would ask that you remain discrete about it.

Cadance and your sister Gleaming Shield have been informed and are on their way down to Ponyville. They should arrive within the next couple of days . Fortunately the Crystal Empire doesn't require nearly as much hand holding as I have to do with Equestria at times, but I digress. I'm actually a bit jealous.

Ben, I sincerely apologize for the trouble you have been thrust into. We will help you get through this, mark my words.

Yours Truly:

Princess Celestia.

"Well," Spike said, "I guess we have some time to figure a few things out. Want me to go and get Rarity, Fluttershy, Pinkie, and Applejack?"

"Please, Spike." Twilight said. Spike gave her a salute and was out the door before anything else could be said. There was a crash out in the hallway and a few muttered apologies could be heard.

Then the door to the room opened again and Starlight Glimmer came strolling in. She took one look at me and stopped, blinking owlishly. "Okay, what'd I miss."

We waited until the rest of Twilight's friends showed up before informing anyone else. We were sitting around the Cutie Map as we broke the news. Reactions were... well, generally positive. A little shocked, to say the least, but all in all everypony was happy for me. Especially Pinkie. Pinkie was grinning like a loon and shaking so hard I that her chair was vibrating.

Fluttershy had, once again, latched onto me and was soothingly running her hand through my mane. Thankfully she wasn't holding on nearly as tightly this time and I could breathe easily.

Rarity had gotten out her sketchpad and had immediately begun to sketch out a new dress for me. Gotta give her credit, she was dedicated to her work. Granted they were in the almost-pornographic style that was so common in Equestria, but they looked lovely enough.

Applejack... well, it was hard to get a read on her. She was happy for me, don't get me wrong, but during the whole time we were explaining what was going on it looked like she was closely scrutinizing me. It wasn't until after we were done that she let us know what was bothering her. I had just finished telling them about the letter from Princess Celestia when she spoke up.

"No cutie mark."

I blinked. "I'm sorry?"

"Ya don't have a cutie mark, pardner," she answered, pointing a finger in the direction of my bare ass. I stood up and looked down, and sure enough my flank was as blank as a.... something that's blank. I don't know where I was going with that train of thought.

I looked back up and nearly recoiled at the sight of nearly everypony ogling my ass. "Hey! My eyes are up here!" I said snippily. They all ignored me.

"Oh.... this isn't going to end well," Fluttershy said.

"What?" I asked. "Yeah, I get that a pony's cutie mark is important, but it'll hopefully come eventually."

That's not the problem," Applejack responded. "When my sister and her friends hear about this...."

I shuddered. I forgot about their obsession with helping ponies earn their cutie marks. Granted, I try hard not to think about any pony under their age of majority. Something about them and the cultural nudity just gave me the heebie jeebies. I blame my Western upbringing.

"Now Applejack, let's be fair," Rarity said. "Those three haven't been that bad ever since they earned their own cutie marks. I dare say all we need to do is request that they leave Ben alone and they will listen this time. Besides, I dare say our dear little Ben will be far to busy to entertain their shenanigans."

"It's not them I'm worried about," Sunset chimed in. "Once the nobility gets wind of this, they'll all have a collective meltdown that'll make Nightmare Moon seem tame."

Oh joy, I'd nearly forgotten about those stuck-up assclowns. I'd had the displeasure of meeting a few of them once in Canterlot, and let me tell you it left a bad taste in my mouth. They all looked down on me like they expected me to take a massive dump on the floor right in front of them.

"We can worry about them later," Twilight chimed in. "For now, let's wait until Princess Celestia gets back to us.

Turns out we had to wait a good while before either princess graced our presence again. While we were waiting it was decided that Twilight's friends didn't really need to stick around. Pinkie was the first to run off, disappearing in a cartoonish cloud of dust. Applejack and Fluttershy headed home not long after, citing various responsibilities as their excuse. Rarity stayed for another hour before heading to her own home, leaving me with Twilight, Sunset, and Rainbow.

Rainbow Dash stayed by my side and provided much needed moral support. If we weren't careful we'd find it hard to deny the whole "girlfriend" thing in the future.

It wasn't until the sun set that Princess Celestia appeared again. Literally a minute after the sun went below the horizon she apparated in a flash of golden sunlight, right in the middle of the lounge we had retired to an hour earlier. Rainbow, who had been sitting in my lap at that time, was startled into a flailing mess that nearly hit me in the junk as she fell onto the floor.

"My apologies for taking so long," Celestia said. "My sister and I had a lot of little fires to put out as a result of these... unusual circumstances."

"How bad are we talking here?" Rainbow asked as she stood up, looking a little miffed.

"Not too bad, to be perfectly honest," Celestia replied. "Most of the more... troublesome nobles are out of town at the moment, thankfully. We should get this situation dealt with as soon as possible so they don't have time to raise too much of a stink. As such, Ben's coronation will happen in only a few days."

"Is that really necessary?" I whined.

"I'm sorry, my friend, but it is," Celestia said. "As obstinate as the Equestrian Parliament can be at times, it'd simply take too long to simply revoke the necessary law."

"Great," I grumbled, pouting. "So, what's the game plan? You said you wanted to get this over and done with soon, right?"

Princess Celestia nodded and, horn glowing, summoned a roll of parchment into her outstretched hand. "As I said, the more troublesome of the nobility are not in Canterlot at the moment and it will take some time for them to return. As such, we should get the coronation done as soon as possible, before they can get a chance to dig in and drag their hooves. As such, you'll need to do a little bit of study, Ben."

"Study?" I asked.

"A crash course, actually," Celestia clarified. "We've assigned you a tutor that'll teach you exactly what will be expected of you in the coming days. Despite her... shall we say, rough exterior, she is an expert in courtly behavior and has taught many prospective noblemares. She should arrive first thing tomorrow morning.

"Along with etiquette you will need to learn how Equestria's government works, although I am to understand that you have already learned the basics?" I nodded. "Then consider it a review. Twilight should be more than up to the task, provided she doesn't go overboard." She gave Twilight a pointed look,making her blush in embarrassment.

Celestia's horn glowed again and a bulging envelope appeared in her hand. This time she reached out to hand it to me. I took it, and she said "Give this to Rarity. It contains details for dresses for Luna and I. We shall be wearing them to the coronation. Tell her money is no object."

"Okay."

"We shall contact you the moment we have an exact time set for the coronation. After which, there will be a gala to present yourself to the nobility in person. Twilight, you and all of your friends are invited. That includes you, Sunset shimmer."

"Meep." Sunset seemed to shrink into herself at being singled out.

"Now, I believe that is everything. Any questions?"

I took a moment to to think before answering. Celestia was being a little vague, but it seemed more like she didn't have all the details worked out herself at the time.

In the end, I couldn't think of anything to ask. Starlight, however, did.

"So, who's this tutor?" she asked.

Celestia kept her face neutral, but I thought I saw a bit of mischievousness flash by in her eye. "Somepony who is more than qualified for the task."

Author's Note

No, the CMC are NOT going to appear in this story. Too many gray areas with regards to the site rules to include them, even if there's no actual sex involving them.

In other news, my tablet broke mid-chapter. The wifi adapter stopped working all of a sudden. Thankfully it is still under warranty and I should have it back in a couple weeks. Until then I have limited access to another computer, so some work will still be going into this story. Currently my primary internet access device is my 3DS, and the web browser suuuuucks. Barely good enough for reading fanfictions, much less writing, and Reddit only works through an archaic .compact extension. #firstworldproblems.

On another note, the tutor was originally going to be Cadance, complete with sexy hijinks, but I thought of somepony better for the task. Oh, don't worry, there'll still be sexy hijinks with Cadance. She's obviously the kinky one.

Chapter 9

Hay Bacon is delicious.

I guess I should explain. It was the very next morning. Rainbow had gone home late the previous night, so it was just me, Twilight, Spike, and Starlight for breakfast. Sunset had come in but only to grab a cup of coffee and a bit of toast.

Anyways, Spike had made everyone hay bacon and eggs for breakfast. Normally, this would've been a problem for me, since I couldn't eat hay bacon without getting a nasty case of the squirts. Hell, a lot of stuff ponies eat was inedible for me, either just passing through at best or downright poisonous at worst. As such, my diet had consisted of the few vegetarian items I knew I could safely eat, along with the occasional meat that I bummed off of Fluttershy.

Now though, I could eat all those things I missed out on. Like hay bacon. Which is awesome. Doesn't taste quite like regular bacon, though. It's more like turkey bacon, to be honest. Still, it tasted great, and that's all that mattered.

I was in the process of scarfing down a third helping when there was a sudden ringing at the door. Huh, I didn't know this place had a doorbell, I thought to myself as I swallowed.

Twilight, who had her head in the cabinet, called out, "Ben, could you get that for me, please?"

I paused a moment, my fork halfway between plate and mouth, then shrugged as I made an acknowledging grunt. Getting up, I made my way towards the front door. While the kitchen/dining room wasn't too far away from the entrance of the castle, it still took me a few moments to walk there. Plenty of time for whoever came calling to get impatient and ring the bell again. Which they did. Repeatedly.

By the time I finally reached the door I was understandably annoyed. I fought hard to adopt a neutral expression before I greeted whoever was so impatient. A herculean task for sure, but I managed as I grabbed the door and opened it.

She was pretty. Every inch of her was well groomed to a state of perfection. Her coat was as white and pure as the driven snow. It seemed to sparkle in the morning light. Her mane and tail were silky smooth, the color of golden wheat. It almost glistened in the light as if it were a halo.

Her figure was, like most ponies, to die for. Large breasts, narrow waist, and wide, child-birthing hips that were the envy of every mare. She wasn't that tall, either, maybe a couple inches shorter than me. She also had a long horn, one that came almost to a sharp point. Surely she was the image of feminine perfection.

That is, if you ignored the resting bitch face she gave me as she pouted and narrowed her ice-blue eyes at me. "Well? Are you going to stand aside and let me in or not? I am a busy mare, after all," she said, her voice sweet as a glass armonica despite her tone.

I did the only thing I could think of; I blinked and stepped out of the doorway. I honestly had no idea how to react. I was practically on autopilot. The mare simply walked on by me as if she owned the place, her nose firmly stuck in the air. With a downward glance I caught a glimpse of her cutie mark; a compass rose of some sort. As I went to shut the door, another, much mousier looking mare entered behind the first, dragging a large bit of luggage behind her. It was on wheels, but it still looked heavy as hell.

Finally, closing the door, I turned to ask who the hell this new mare thought she was, only to be met with an empty hallway. I rushed to catch up, but I didn't have to bother. She had stopped in the main foyer, looking around with a calculating look. "Well, at least it isn't as much of an eyesore on the inside," she said disdainfully.

"I'm sorry?" I said, dumbfounded.

"You should be," she said, turning to me. "Auntie Tia requests that I come to this podunk town and teach the new 'princess' how to behave herself around nobility, and she doesn't even bother to greet me properly! I swear, I'm almost ready to give you up for a lost cause."

I blinked as the light bulb went off in my head. "You're the tutor Celestia told me about?"

"That's Princess Celestia to the likes of you," she snorted. "You have yet to earn the right to drop her title."

My eyelid twitched and my fists clenched. I didn't know who this bitch thought she was, but I wasn't in the mood to put up with this horseshit. All I knew was that I was about to do something very ill-advised.

Luckily for everyone involved, my righteous fury was interrupted as Twilight called out from the kitchen, "Ben, who was at the door?" As she said that, she stepped out into the big central room. A look of recognition crossed her face as she saw our visitor. "Oh! Princess Platinum. I wasn't expecting you today."

Platinum turned to face Twilight, and she did something I did not expect in a million years. She smiled. "Ah, Princess Twilight!" she said, dipping into a low bow. I swear, her attitude just did a complete one-eighty. "My apologies for the surprise. You know how Auntie is with her secrets."

At that moment another piece of the puzzle clicked into place in my head as something Twilight just said registered in my brain. "Wait, you're a princess?"

Platinum turned back to me, her scowl right back on her face. "Yes, I am Princess Platinum the Fourteenth. And before you ask; no, I am not in line for the throne of Equestria. No, Princess Celestia is not my biological aunt; she and Princess Luna were adopted by my ancestor not long after taking the throne of Equestria to legitimize her rule. And lastly, no I am not planning to usurp the throne of Equestria for my own nefarious purposes. I have seen how much paperwork my Auntie has to deal with every day. No thank you!"

I quirked an eyebrow at that last statement. "That was... oddly specific."

"Yes, and irrelevant," Princess Platinum said, pinching the bridge of her muzzle in annoyance. "We have much to do and very little time in which to do it. Tell me, before your ascension, did you ever hold any landed titles? Were you a duchess? Countess? Baroness? Hay, even a knighthood will be fine."

Eeeeehhh.... can't say I did," replied.

Princess Platinum winced, as if my answer actually hurt her. "What about your family? Were they at least part of the upper class?"

"No... they're middle class"

This time she made a noise that sounded like she got punched in the gut. "What about your ancestors? Surely at least one of them was nobility!" she said, a hint of desperation in her voice.

"Uh.... would Colonial Governor count?"

Platinum blinked. "Colonial Governor?"

"Yeah, one of my ancestors was appointed as governor of the colony of Georgia a few centuries ago," I said. "Can't remember his name off the top of my head, but he was appointed by the King of England at the time."

Princess Platinum had a far-off look in her eye as she mulled my answer over. "It's... not ideal, but I think I can work with that," she said. "It will at the very least silence some of the more vociferous pests amongst the nobility."

"You never told me about this!" Twilight exclaimed.

I just shrugged. "I didn't think it was that big a deal. Hell, I don't even remember his name, I don't even see how it's of any use."

"The name matters not," Platinum cut in, "only that he existed. I hate to say it, but many of the upper class are a petty lot. So long as there is even a shred of evidence of your claim to nobility, even if it is mere speculation at this point, they will be satisfied."

"Then why not just make up a claim?" I asked incredulously.

"That was plan B," she replied with a self-satisfied smirk. "I'd prefer not to outright lie to my peers if I can avoid it, but if it means giving Auntie Celestia fewer headaches, then I will lie my pants off."

I just happened to glance down. "But you don't wear pants."

Platinum had a glint in her eye that spoke of endless pain for me. "It's a figure of speech, idiot!"

Thankfully for me Twilight chose that very moment to intervene. She grabbed Princess Platinum by the shoulders and pulled her back a few steps. "Okay, that's enough, you two. If you're going to be working together it'd be best if you're not at each others' throats."

I crossed my arms under my bust and pouted. "She started it..."

That was most assuredly the wrong thing to say. Twilight's mane began to smoke, as if she was trying to cosplay as pony Blackbeard. Platinum, wisely, took a long step backwards out of the possible line of fire, even though I was practically innocent in this regard.

Thankfully, I was saved from a thermonuclear Twilight Sparkle by the arrival of an unexpected guest. "Hello Twilight, it's been too long."

I turned to the doorway to see who had just barged right into Twilight's home at this early hour, and I nearly had to pick my jaw up off the floor. You can't really blame me. I mean, I was looking at a literal sex goddess!

There were a pair of ponies just casually standing just inside the doorway, one pink and one white. The pink one was... well, enchanting. They say that Celestia is the picture of ideal pony beauty, but the sun princess had nothing on this mare. She was buxom, with childbearing hips. Tall, but not as intimidatingly so as Celestia or Luna. She had a long horn poking out of her tri-color (purple, rose, and light gold) mane, and a pair of wings could be seem on her back.

Then there was her smell. I didn't know whether it was perfume or just her natural musk, but one whiff of it had a profound affect on me. Specifically my southern parts. It took all the willpower I could muster to keep my little soldier from standing at attention, but there was nothing I could do about my marehood. It was wet enough that I feared that I would begin dripping all over the floor.

Her partner wasn't that bad to look at either. The white-coated unicorn had an athletic build, a runners physique, though I could see that she had plenty of muscle to go with it. She wasn't freakishly large like Applejack's older sibling or that Biceps mare I'd seen around town; rather, her musculature served to compliment her figure. Her hip, although pronounced, were narrower than most ponies, and her breasts only amounted to a high B-cup. Maybe a low C if I were to be generous.

Her electric-blue mane was throwing me for a loop. Give the girl a pair of sunglasses and it'd be impossible to tell her apart from Vinyl Scratch. Well, almost. Her mane was nowhere near as messy as Vinyl's.

As soon as Twilight saw those two, her face instantly split into a grin. "Cadence! Gleamy!" With that declaration, Twilight rushed forward to meet the new arrivals. The pink one- Cadance I assumed, seeing as she was an Alicorn and Celestia mentioned a Princess Cadence yesterday- rushed forward as well on an intercept trajectory.

The two princesses met in the center of the room. I expected the usual pony greeting; either a hug or the more forceful glomp. What I saw instead was... well-

"~Sunshine sunshine~

~Ladybugs awake!~

~Clap your hands~

~And do a little shake!~"

It started off innocent enough. It was obviously some ritual the two had shared since one or the other was still a child. The ending, however... let's just say that, if they had done "a little shake" a few centimeters closer they'd have been tribbing right in the middle of the room. What little willpower I had left gave up the ghost and my cock fully emerged from my sheathe, and was now dangling at its full glory. I wasn't hard, but it wouldn't take much for me to reach full mast.

Once the Alicorns had finished their erotic little song and dance, they swiftly embraced one another. "Oh, Twily, it's been far too long since we last saw each other," the pink one said.

"I'm sorry, Cadence," Twilight replied sheepishly. "I've been so busy with... well, I just couldn't find the time to see you, Gleamy, or Flurry. Speaking of whom, where is my favorite niece?"

"Pinkie intercepted us at the train station," the Unicorn -Gleamy?- answered. "She talked us into letting her look after Flurry Heart while we came here." It may have been my imagination, but I could've sworn she was giving me the stink eye. "So, Twily, are you going to introduce us to your new... friend, or what?"

"Oh!" Twilight exclaimed, covering her mouth with one hand. "I'm sorry, it completely slipped my mind. Ben, this is my sister, Gleaming Shield," she waved towards the Unicorn, "and her wife, Princess Cadence."

"Hello," I said, a little too enthusiastically if I'm being honest. "It's nice to meet you both." I extended my hand to Gleaming Shield. I was not expecting her to try and crush it when she went for the handshake. I tried not to wince too much, but Cadence must've spotted it, because she gave Gleaming the look. You know the look. The one that promises a night on the couch should the recipient not toe the line.

"Ahem!" The four of us jumped in surprise before turning to see Platinum pouting at us. It seems that we had all forgotten about her. Gotta admit, her pouty face was downright adorable. "While it is good to see you again, cousin, you interupted us in the middle of something important."

Cadence blinked. "Oh, I'm sorry Platinum. I didn't see you there. I'm guessing Auntie sent you down for-"

"Yes, yes, I'm here to teach the new girl how to present herself to the nobility," Platinum interrupted, rolling her eyes. It didn't take a genus to figure out that she was getting tired of explaining herself. "Now, we have your claim to nobility settled. Next on the list is a proper name."

"Ugh," Twilight voiced her displeasure. "I know Ben's fine with this, but is changing his-er, her name really necessary?"

"Yes, it bloody well is!" Platinum said, almost yelling at Twi. Out of the corner of my eye I saw Gleaming Shield's hand clench tightly. "Appearances are everything to the nobility. A princess without a proper name would not sit well with them."

"I'm afraid I have to agree, Twilight<" Cadence said. "When I ascended to royalty, I was not allowed to keep the name I was born with. Although I am perfectly happy with ponies calling me Cadence, my official name is Princess Mi Amore Cadenza, and it has been ever since Princess Celestia brought me to Canterlot."

Twilight looked like she wanted to argue further, but she couldn't come up with a logical counterpoint on her own.

"Twilight, it's fine. Really," I said. I was glad Applejack was nowhere nearby. She'd have slugged me something fierce for lying through my teeth.

"Ben, you can't tell me that you're actually okay with this?!"

"I'm not exactly thrilled with it, no," I admitted. "But I see where Platinum's coming from. Besides, back on Earth, Ben isn't a common name given to females."

Twilight gave me an exasperated look. "For the love of- you're not a female, Ben!"

I just pointed at my tits. "These say otherwise."

Before we could get into an actual argument, Gleaming Shield cleared her throat. "Perhaps we could table this discussion for now. Ya know, calm down a little before any final decision is made."

Without missing a beat, Platinum seized the initiative. "Yes, the name issue isn't critical, it can wait a little bit." she said diplomatically. "However, I would lat least ike you to think of something... suitable for your nom de guerre while we move on to other matters."

"Uhh..."

Other matters, as it so happened, were magic lessons. As it so happens, being ninety percent Unicorns, I would have a difficult time earning the respect of Canterlot nobility if I couldn't perform even the most basic of magic. I didn't have to do anything on Twilight's level, thank Christ, Just basic stuff like levitation and light would be just fine for now.

"Again!"

Unfortunately, however, magic was hard. Like, really hard. I was giving myself the mother of all migraines just trying to light my horn up, and I couldn't even get a few tiny sparks to show for my effort.

"Are you even trying? Again!"

It didn't help that Platinum was a slave driver, and a terrible teacher to boot. Ever since she had commandeered one of the many empty rooms Twilight's castle had, Platinum began "instructing" me in how to use my magic, although her instructions were vague at best. Still, I grit my teeth, and tried once more to focus on my magic, whatever the hell that meant. Platinum didn't even give me a chance to ask questions before throwing me out into the deep end. After tying my feet to a cinder block.

"Well it looks like I made the right decision to see how you were doing after all," somepony said, breaking my concentration. Not like I was making any progress to begin with.

I looked over to see Cadence in the doorway, leaning casually against the frame and giving us a half-lidded look.

Platinum snorted derisively. "This doesn't concern you, cousin."

"I respectfully disagree," Cadence said. "I could tell at a glance that you're not making any progress at all, and it's frustrating you to no end. I hate to see you frustrated, Platy. It turns you into a complete bitch."

"Well what would you have me do?!" Platinum yelled. "Auntie wants the coronation over and done with and the new Princess presented to the court as soon as possible, and that can't happen unless she can demonstrate at least a modicum of skill in her magical abilities! Unless, of course, you want the nobility to tear into her like a bunch of sharks."

"Of course not," Cadence replied, horrified. "I just think that your... teaching methods may not be what our new princess needs."

"So you think you can do better?" Platinum asked, glaring at Cadence.

"Maybe I could," Cadence replied. If she was at all intimidated by Platinum, she didn't show it. "Why don't you step outside while I try and teach her. You do look quite stressed, and I hear that the Ponyville Spa comes highly recommended."

For a hot second there I thought that Princess Platinum was gonna go thermonuclear. I could hear her teeth grinding in frustration. But, in the end, she took a deep breath, in... and out, and it was like a switch was flipped. Perhaps... you are right, dear Cadence," she said. "Very well, then. I shall avail myself of the spa's services. In the meantime, you shall teach her what you cn." She shot me a glare. "I expect some progress by the time I return. I bid you both a good day." With that, Princess Platinum stormed out of the room. I thought she would slam the door on her wy out, but she just walked out without closing it.

"What a bitch," I muttered.

"Please don't talk about her like that," Cadence pleaded. "She really is a sweet girl once you get to know her. She just... has to put up with a lot of stress every day."

"If you say so," I replied, unconvinced.

Cadence had a look about her like she wanted to say more on the subject, but shook her head, as if thinking it a waste of time. "Very well. Why don't we start on where you're having trouble. What has Platinum had you do so far?"

I grunted. "She just wants me to light my horn up. Simple enough, from what I half-remember reading in one of Twilight's 'Magic for dummies' primers out of curiosity a few months back. I just gotta push the magic through my horn. Problem is-"

"You have no idea how to push magic through your horn, or where you're pushing it from," Cadence interrupted, a sly smirk on her face. "Am I right or am I right?"

I stared at her, wide eyed, and blinked. "That- that's exactly it! How did you-"

"Simply put, my dear, I had the exact same problem when I first ascended," Cadence replied. "Unicorns, you see, have this instinctive ability to just manipulate their internal magic reserves through their horn. This usually manifests at a young age as surges of wild magic that, while chaotic and potentially dangerous for unprepared parents, is essential for proper development of their... I'm going to call it magic sense, for lack of a better term. Twilight undoubtedly knows the proper one, but it'll do for now."

Scratching my head, I asked, "What's the point of this?"

"The point is," Cadence replied, "I know of a technique that'll help you. It won't turn you into a master magician over night, but it'll at least get the magic flowing through your horn."

"If it's so good, how come Platinum didn't bring it up?"

"She probably doesn't know," Cadence answered. "Most Unicorns think all magic works the same way. As a former Pegasus, I can tell you first hand that the way Pegasus magic allows us to fly and manipulate clouds is vastly different than what Unicorns use, and the same is true with Earth Pony magic. Plus, this technique is something I discovered for myself during some... youthful exploration."

That... that right there should've been the first warning sign. I should've known what I was getting myself into with just those two words. I'd like to say that I was tired and frustrated, but know, I was just being dumb. "Okay, what do I do."

I almost missed the predatory glint in Cadence's eye as she pulled up a comfy chair. "Just sit right down and I'll walk you through it."

Nodding, I sat down in that chair and made myself comfortable. Out of the corner of my eye I saw Cadence smirk. I then tensed up as she sat in my lap facing me, our tits mashed together.

"Relax," she said reassuringly, grabbing my face with both hands. With no more warning, her muzzle reached up and rubbed against my horn. My eyes crossed as a jolt rushed through my nerves. My breath quickened as she continued to rub up against my cranial protrusion. Then her tongue ran up the underside, and stars exploded in my vision.

She continued her treatment for a solid minute, alternating between licking and rubbing, all the while keeping a firm hold on my head. That was probably the only reason I wasn't thrashing about.

Finally, with one last lick from base to tip, my horn exploded in a shower of emerald sparks. Cadence backed off, still sitting in my lap but not in the direct line of fire. A few sparks landed on her muzzle with no ill effect.

I panted, desperately trying to catch my breath. My eyes were still crossed, and there was a goofy smile on my face. "Ohhhhh..." I groaned.

"Take your time," Cadence cooed. "We're in no rush."

I just continued to breathe deeply, Cadence smelled of lavender and rose. Whatever soap she used, I knew I had to get me some like it. Eventually, my vision returned to normal... sorta. I could see clearly, but everything around me looked... richer, for lack of a better term. It was as if there was a new color that I had been blind to until just now.

"Do you see it?" Cadence asked. At a loss for words, I simply nodded. "That is magic, as only a Unicorn can see. The other pony tribes can use magic, yes, but only those with a horn can sense it like this. Do you remember what it felt like as it flowed through your horn? Think you can achieve that on your own?"

I closed my eyes and focused inwards. Now that I had an inkling on what I was looking for it was amazingly simple. Before long I felt it; not the orgasmic burst from earlier, but merely a pleasant tingle in my forehead. I opened my eyes and looked up. There, just at the edge of my vision, was a faint ultramarine glow along the length of my horn. The smile on my face was radiant.

With a thought, I extinguished the light, and then fixed Cadence with a level stare. "Youthful exploration, huh?"

She just smiled, though her cheeks were extra-rosy. "Well, I am the Princess of Love..." Cadence trailed off as she wiggled in my lap.

That was when I realized just how compromising our position looked, especially since my member was rock hard and entrenched between her butt cheeks. I blushed and smiled awkwardly. Cadence took one look at me and giggled.

"Aww, is somepony embarrassed?" she teased.

I immediately launched a counteroffensive. "Well, what if your wife came in and caught us?"

"Well, considering we have an open marriage, she'd be asking to join in," Cadence replied. "Either way, we don't have to worry about that right now."

"... I'm almost afraid to ask, but why?"

Cadence's smirk turned predatory. "She and Twilight are currently locked in her room, going at each other like horny teenagers."

You hear that noise? That was my brain shifting from first to third without using the clutch. "Wha-"

"Are you surprised?" Cadence asked. "They do love each other very much, after all."

"But... sisters... siblings!?"

Cadence shook her head. "So, I guess humans have a taboo against incest? Pity. But that's not important right now." Cadence wiggled her ass, sending a fresh reminder to my loins.

I just groaned. "Are we really doing this?"

"Why not? Cadence asked. "We're two consenting adults about to engage in a healthy leisure activity. Is that so wrong?"

I actually took a few seconds to formulate an answer. "I suppose not..."

"Besides," Cadence added with a smirk, "how many Princesses have you bedded lately?"

Finally, it was my turn to throw her for a loop for a change. "Two," I said nonchalantly. Cadence blinked and tilted her head. I rolled my eyes and added, "Okay, one, I'm not sure if the second one counts. Crazy dream sex and all."

Apparently that wasn't surprising enough. Cadence was only stunned for a hot second before she just shook her head, smiling yet again. "Oh Auntie, up to your usual tricks I see. Still, that changes nothing. Wanna shoot for another?"

I was tempted. Sorely tempted. "... you sure your spouse won't mind?"

"Of course not," Cadence replied. "In fact..." Before I knew what was going on, I was blinded by a flash of pale blue light and felt my insides lurch, as if I were being dragged sideways. When my vision cleared we were no longer in our little repurposed practice room.

We were in Twilight's bedroom. Cadence's teleport was pretty precise, too. We ended up standing, side by side at the door. The air was heavy with the musky stench of sex, and I could hear the slapping noise of flesh-on-flesh. Then I saw it. Twilight Sparkle on her bed, on all fours while being pounded from behind by her sister. Gleaming Shield was definitely at peak physical fitness. She hadn't even broken a sweat while it was practically dripping from Twilight.

"Hey, honey," Gleaming greeted, almost conversationally, as if she wasn't going to town on Twilight. Or even concerned that we caught them in the act. Granted, that last bit wasn't surprising. In my experience most ponies play off someone walking in on them mid-coitus as no big deal. "What brings you two up here?"

"Oh, our newest Princess managed to access her magic for the first time and I thought we'd celebrate. Mind if we join in?"

Ok, I was not expecting that. Eh, no big deal. Not like Gleaming would let me-

"I don't see why not. Twilight, what do you think?" Despite her exhausted look, Twilight had enough energy to manage a thumbs up.

You know what, this was one of those times that I'd just roll with it. "Fuck it, I'm- EEK!"

I hadn't been keeping track of Cadence, and she had snuck her hand down and began probing at my moistened nethers. She ran two fingers up and down my outer lips, causing me to shudder. I pushed my hips back in an attempt to get even more inside me, but Cadence removed those magical digits before anything could be achieved.

"Well, let's not keep them waiting," she said breathily in my ear, She began walking towards the bed slowly, seductively, with an exagerated movement of her hips. Her tail flicked to the side, giving me an unobstructed view of her tone ass, and a little peek of her own wet pussy between her legs, right behind her low-hanging balls.

Taking in a deep breath, my nose took in a new scent. It was spicy, like cinnamon, and it seemed to be coming from the pink Princess. She looked over her shoulder and gave me a wink. I just began walking towards the bed, following Cadence as Gleaming and Twilight pulled themselves apart. Gleaming's cock, covered in Twilight's fluids, was an impressive specimen, one of the largest I had ever seen excluding Princess Celestia and Applejack's older sibling. Yet, it was not an intimidating sight at all. I felt my mouth water just looking at it.

Before long, I had crossed the distance and Cadence was helping me up on the bed. I needed a second or two to find my sea legs, as it were. Everything from the knee down was shaped differently than what I was used to, and I needed a moment to get used to crawling again. I took the lead, my turgid cock swinging below, but Cadence was right behind me. Her hot breath wafted over my lady bits.

Twilight and Gleaming were kneeling side by side, their hard members right at face level to me and dripping with pre. Amazingly enough, they were pretty close in size, though I think Twilight edged her sis out by a couple inches. I stopped, unsure how to proceed, who I wanted to taste first. I could start with Twilight, but we'd already had sex once before. Although, she only rammed my ass that time, so this'd still be a new experience.

As their cocks twitched in anticipation, I paused to consider my options. Cadence didn't like that idea. She planted her muzzle right on my lower lips and took a deep breath. I shuddered as she breathed out, the warm air flowing over my wet pussy.

"You smell divine, my dear," Cadence said breathily. She extended her tongue and ran it over my lips, causing me to shudder. "And you taste like fine ambrosia."

"Does she, now?" Gleaming asked, a smirk gracing her features. "If her pussy tastes that good, I wonder what her cum tastes like."

"Cherries and white chocolate," Twilight answered matter-of-factly. All three of us shot her a look. "What? You left more than enough when I took a sample. Semen taste is a good general indicator of a pony's health."

"Really?" I deadpanned, not buying a single word of it.

"Yes, really," Twilight answered without missing a beat. "It won't tell you anything specific, but certain tastes, particularly overly bitter ones, can be early indicators of disease in a pony."

"I have to confirm what Twilight 's saying, here," Gleaming said. "It's standard guard practice to taste one's own issue at least once a week. I knew one filly that found out she was pre-diabetic that way; her cum tasted sickeningly sweet to her. Thankfully the medics caught it in time and she finished her tour in perfect health."

"Less talking more fucking," Cadence blurted out. I felt Cadence's cock for the first time, sliding between my ass cheeks until it poked at the base of my tail It was only a little bigger than Twilight's and Gleaming's, maybe an inch or so. I instinctively flicked my tail to the side, giving the pink Alicorn unfettered access to me hindquarters.

"She loves getting it up her plot," Twilight said. I only grumbled in response, but still took hold of her cock in my left hand, while my right grabbed Gleaming's. Without any more support, my front half fell onto the bed, now resting on my rack. Cadence continued thrusting in between my cheeks while I began pumping Twilight and her sister.

Cadence's pace increased. She still hadn't penetrated me yet, seemingly satisfied with her hotdogging. I was starting to get frustrated. I began wriggling around trying to force Cadence to commit, but was rewarded by a firm smack to the ass.

"Now, now," Cadence chided. "There's no rush. We have plenty of time to enjoy ourselves," With that, she bid me to raise up She pulled me back until her breasts were squished up against my back. More careful repositioning saw her member jutting out through the space between my thighs, running over my increasingly wet sex. Cadence then reached around with both hands and began fondling my own breasts.

Twilight took the oportunity to close the distance and wrapped me in her arms as well. It was a somewhat awkward position, to be sure, what with our cocks pressed into each other's bellies, but she somehow made it work. Her muzzle reached up and took hold of the tip of an ear. I hissed as she began nibbling at it.

"Looks like she likes a lot of things, Twily," Gleaming said slyly. "Doubt she has as many kinks as my Cady, though."

Cadence scoffed. "Of course not. I am the Princess of love and Mistress of Sex. Nopony is as kinky as me."

Gleaming coughed at theat statement, and I thought I overheard her mumble something about a "Chrysalis" while doing so. What butterflys had to do with sex, I did not know. Nor did I really want to find out at the time either.

Twilight pulled back a few feet, giving me ample breathing room, and also giving her sister a chance to get in on the action. Gleaming leaned down, like she was going in for blowjob. Instead, however, she missed with her mouth completely, and it was only then that I noticed her horn glowing a bright pink. It didn't take me long to figure out what spell she was casting, only the time it took for her to place it on my erection.

She had turned her horn into a vibrator, and oh boy was it a powerful one. She had barely run it up my length before I was cumming,Near constant stimulation had left me on a hair trigger, and before I knew it I was shooting a load all over Twilight's belly, with a few back splashes getting into Gleaming's cobalt mane.

Without missing a beat, Twilight reached down with two fingers and scooped up a bit. She brought it up to her muzzle as if to have herself a taste, but she paused, considering. She then turned her hand around and held it out in front of my face in offering. With only a moment's hesitation I reached forward and engulfed her digits.

She was right, cherries and white chocolate. I had to be careful, otherwise I'd try to survive off my own cum and nothing else.

After tasting myself, an idea came to me. A wonderfully naughty idea. I looked over my shoulder, trying to give Cadence the slyest look I could manage. She must've had an inkling to what I was planning, since she let me go. Taking advantage of my newfound freedom, I reached forward and gave Twilight a shove. With an "oof" she landed on her back. I thew myself forward, landing face first into her belly, narrowly avoiding her rigid member.

I gripped her cock firmly with my left hand and then proceeded to clean the mess I made of her belly. With my tongue. I was glad ponies don't really shed fur all that much, otherwise my tongue would've been covered with lavender fur. Instead, all I tasted was delicious pony spunk.

"She learns quick," Gleaming commented. I blushed, not quite able to tune her out. Once I had finished licking up every last drop, I turned my muzzle to other matters, namely Twilight's cock. Still gripping the base, I kissed my way up her length until I reached the crown. I then began nibbling along the edge, eliciting a small hiss of pleasure from Twi.

"Didn't take her long to learn how to fellate a cock," Cadence commented.

I chuckled to myself. "I've been sucking cocks long before any of this happened," I said, pumping up and down on Twilight's member with my hand to keep up the pressure. It was true. Being around naked ponies and their penii just hanging in the wind for months on end, once I became sexually active with them it didn't take long before I became curious.

Yes, as I said before, it was hella gay. A lot of fun, though, once I got into it.

"Ooooh," Cadence cooed at me. "Our new Princess is such a little slut."

"Not like that's anything new. Isn't that right, Twily?" Gleaming asked, before leaning over and giving Twi a quick peck on her cheek. I returned my muzzle to Twilight's cock, taking the entire tip in my mouth. I worked my way down until it was poking the back of my throat, then continued even further. I was thankful that I lost my gag reflex with the transformation. Deepthroating was no fun if your body's fighting it, after all.

I hummed around Twilight's cock, sending vibrations up her shaft. She didn't last long after that. Within moments, while I was at the end of my downstroke, she cried out "C-cumming!"

The first jet of cum went straight into my belly. That wouldn't do. That wouldn't do at all. I swiftly pulled up until I just had her flared head in my mouth. I let her spun pool on my tongue. She tasted like boysenberry. Very nice. I let her issue fill my mouth a bit before swallowing. A little escaped around the edge of my muzzle, but I managed to keep most of it in.

As Twilight's orgasm tapered off, I felt a pair of strong arms grab hold of me. With barely any warning I was pulled off Twilight and thrown against the other edge of the rather large bed. "Ah!" I cried out in surprise. Looking up, I sw Gleaming Shield looming over me, a lustful look in her eye and her dark-blue cock throbbing. I gulped, then spread my legs as wide as I could. Intimidating she may have looked, but god damn was it turning me on.

I didn't have long to wait. Before I knew it Gleaming had the head of her cock under my balls, just rubbing the edge of my moist folds. "You ready?" she asked softly. I couldn't agree fast enough. Taking my furious nodding for permission, Gleaming Shield entered me, finding next to no resistance on my part.

"Oooh!" I cried out. Stars above, I was loving this. The anticipation, the ever-growing feeling of fullness, it was bliss. Being on the giving end simply didn't compare. When Gleaming finally hilted, she held herself there. Her throbbing length was driving me to ever higher peaks. Gleaming leaned forward until her breasts were squishing against mine, and then she surprised me with a kiss.

My eyes opened wide as her lips met mine, but that wasn't the only surprise. I felt her tongue prodding at my mouth, seeking entrance. I opened up, letting her flexible organ inside where it met my own on the field of battle.

it was a short battle for dominance, one which I lost obviously. Gleaming was simply too experienced in the art of the french(?) kiss. Accepting defeat gracefully, I moaned, my mewl of pleasure muffled by the mare atop me. A few seconds later, Gleaming pulled away, leaving me a panting mess.

Then, much to my dismay, the white Unicorn began pulling out. I whimpered pitifully as a feeling of emptiness overtook me. Gleaming retreated until only the tip remained, then thrust back in hard. I gasped, almost losing my breath at the sudden motion. My back arched as she pulled back once again. Out of the corner of my eye, I saw Twilight and Cadence going at it as well. Twilight was pounding Cadence fast and hard from behind.

Gleaming continued in that same manner. Slow, but steady and hard. "Faster," I gasped as Gleaming retreated once more. She grinned at me, and her pace increased, going faster and faster with each stroke. Gleaming still hadn't broken a sweat yet. Hell, she still wasn't breathing hard at all.

I was surprised when Gleaming pulled out fully. Before I could protest, she had once again flipped me over, and was pressing her cock against my ass. I didn't even have time to get myself situated before Gleaming shoved her way in, only reaching a quarter of the way in on the first stroke.

"Agh!" I grunted when Gleaming stopped. It took me a moment to get my bearings, and I relaxed. Gleaming shoved further in, reching the halfway point with barely any resistance. My pucker put up a token resistance against the medial ring, but it too slipped inside. As soon as it passed over my prostate, I shuddered in pleasure and my cock erupted. Cum shot out below me, covering the sheets with a pool of creamy white. Then my vision was obstructed by pink.

"Having fun, are we?" she asked. I looked up and got an eyeful of her limp cock, still dangling free and covered in Twilight's feminine juices. "Why don't you clean me up while Twilight has her turn with her sister's sweet ass?"

As if on cue, I felt increased pressure from behind, as if someone else was pushing Gleaming into me harder. I didn't even bother to look back and simply ran my tongue up the topside of Cadence's member, getting a taste of Twilight's pussy for the first time. As is typical, Twilight's juices didn't really taste like much of anything. While pony cum came in a variety of candy and fruity flavors, pussy didn't have much flavor at all, just a vague sweetness.

Gleaming's thrusting redoubled, and for the first time I heard her panting. Then I felt the head of her cock flare, and before long she was filling me with a wonderful warm feeling that was becoming all too familiar. I moaned around Cadenc'e cock as Gleaming blasted her load deep inside me.

All too soon, however, Gleaming finished and pulled out with a wet plop, and despite my ministrations Cadence remained frustratingly limp. The pink Princess finally pulled away from me and lit her horn. My body was then surrounded by a cornflower-blue aura as Cadence gently lifted me into the air.

I was slowly levitated towards the head of the bed. Twilight was waiting there, already curled up and fast asleep. Her little snores were cute as hell. I was gently laid down next to her. She must've sensed my presence somehow, since he then reached out with one arm and pulled me close. Twilight gave off a pleased mewl as she snuggled.

"Aww, isn't that just the cutest?" Cadence cooed, and I heard some suppressed snickering coming from Gleaming. Thankfully for them I wasn't in the right mood to so much as glare at them. Hell, with Twilight holding me I felt the first inklings of sleep overcoming me.

"Why don't you two rest for a little bit," Gleaming said. "Cadence and I have a few things we need to take care of."

With that, I gave up my fight to remain awake and surrendered myself to dreamland. Maybe Luna had a surprise for me.

Author's Note

Yes, this Princess Platinum is actually a gender-bent Prince Blueblood. Bluebelle seemed a little too overplayed for me. I figured, hey, a lot of fanon depicts Blueblood as a descendant of Princess Platinum, so I just took it and ran with it.

I've had fun writing for her. She's the first truly confrontational pony that Ben's interacted with in this story so far. Hopefully I can turn her into something other than one-dimensional in the future.

Oh, boy, it's been a while folks. Hurricane Harvey threw me for a loop and it took me over a month before I could actually get back to this story. Still rebuilding, but we're making progress. But, to make it up to you all, here's the longest chapter of this story yet, just in time for Thanksgiving.

Also, I've started on another story. It's not pony related, and it's very early in the writing process

Chapter 10

When Platinum finally returned from the spa she was pissed. Well, at least I think she wanted to be pissed, but just couldn't bother to make the effort. I guess that spa treatment put her in a much more agreeable mood.

Didn't stop her from shouting at me when she got back, though. Granted I was enjoying my nap and she needed to wake me up, but it was still rude of her. At least she showed some sign of approval once I showed her I could access my magic. It was just a small, barely perceptible nod, but it was something. At least during lunch I got a chanceto surprise her in our next lesson; table etiquette.

Long story short, I didn't need that lesson. I had already mastered it back on Earth, and it wasn't much different in Equestria. Yes, I knew the difference between a salad fork and a dinner fork. Granted there was a bit of overlap between the two in an herbivorous society, but it only thew me off for a second or two. Rainbow, who had crashed lunch, was having much more difficulty much to my amusement.

The next lesson, however, was a bit of a pain in the ass.

... And step step step step pause, I thought to myself, trying to keep rhythm. Who knew walking lessons would be so hard, right? It didn't help that everyone was staring at my ass. After lunch, we all adjourned upstairs to one of the largest rooms in Twilight's castle. It almost looked like an actual ballroom, but for a lack of its intended function it seemed that Twilight just used the place for extra storage. Needless to say, a few crates had to be pushed aside to make room.

Cadence and Gleaming didn't join us, though. Cadence said she had something important to take care of and left without another word. She must've passed Rainbow Dash in the doorway, because my favorite Pegasus joined us a few seconds later. Gleaming simply slipped out without saying a word.

"No no no," Platinum said. "You're far too stiff. your hips need to sway when you walk, this isn't Boot Camp! Turn around and try again."

I grumbled a bit, but complied. I turned around and began walking back to my starting point. Every step I took care to move my hips in an exaggerated fashion that was completely lien to me. I almost lost my balance at one point, but managed to catch myself and made it to the end of the room. Turning around, I saw Platinum give me an appraising look.

"Better," she said after a moment's deliberation. "It needs to look more natural, though. Once more."

"Oh come on!" Rainbow complained. "You've been at this for hours!"

"It hasn't been twenty minutes, Rainbow," Twilight said, not even looking up from her book. "Honestly, you should show some patience. Princess Platinum is doing everything in her power to help Ben along, and complaining won't make a difference."

"Considering this is the mare that ruined the Gala for two of our friends, I find her help dubious at best," Dash grumbled.

I snickered while making another round. "Really, Rainbow? Dubious?" I asked. "Since when did you pick up a dictionary?"

"Hey!" Rainbow exclaimed. "I may not be an egghead, but I'm not a complete dummy."

"If you are quite finished," Platinum interjected, "we still have quite a bit of work ahead of us. Now, your posture while standing still is fine and your gait is... almost acceptable. A little practice and you'll have the grace of a true Princess. A few more rounds and we'll take a short break."

Shrugging, I turned around and continued walking. At least P. P. hadn't broken out the old book-on-head cliche. I might've actually rioted if she had.

Hell, ever since showing her that I could make my horn glow on command, Platinum had been a lot more tolerable. Oh sure, she was snippy, and made few rude comments, but she wasn't yelling anymore so, hey, bonus.

Anyways, I continued practicing my walking skills for the next ten minutes or so. God, that was boring as shit. Back and forth and back and forth over and over again with no change in decor, at least the Grunts going through basic marched outside! They had scenery, damn it! The only change was Spike coming down and taking a seat by the wall, comic book in hand.

Rainbow, despite her earlier complaints, was enjoying it more than me by a long shot. Every now and then, out of the corner of my eye, I'd catch her staring at my ass with a line of drool hanging from her mouth. That actually made me feel a bit of pride. Sure, everypony had been telling me how sexy I was, but there was just something about Dash's reaction that stoked my ego. Dunno why.

Finally, after I was starting to go completely bonkers, Platinum called for a break. I had plopped down in the nearest chair when Gleaming came into the room. She was carrying a clipboard, oddly enough, and was scribbling on it.

"Princess Shield," Platinum greeted. "To what do we owe the pleasure of your presence?"

"Just going over a few things," Gleaming answered, not taking her eyes off her clipboard. "Guard rotations mostly. Not too much of a problem, really. Since our newest Princess is living with Twilight, we can pretty much add a couple more squads to Twily's retinue and they can pretty much share."

I blinked. "Twilight has Guards?" I asked.

"I have guards?" Twilight echoed.

"Yes, Twiley, you have guards," Gleaming answered. "After you became a Princess we had to assign some protection, after all."

"Then where are they?" I asked. "The only times I've seen anypony wearing armor is when Princess Celestia visits."

"Non-uniformed personnel," Gleaming answered, not missing a beat. "It was Princess Celestia's idea, really. While a Princess needs to have a retinue, she didn't want to cause too much upheaval in Twily's life. So, she had me put together a list of the best of the best mares serving and discreetly assigned them to Ponyville. It wasn't perfect; things always got a little hairy every time you and your friends left town, after all. Now that there's two Princesses in Ponyville, well, that just complicates matters.

"We'll need to assign a few squads of honest to goodness mares-at-arms. Logistics are gonna be a right bitch for a while. I'm just glad I managed to find a suitable barracks in the basement or we'd have to add construction costs to my headaches."

"Wait, really?" Dash cut in. "Just how big is this place, Twi?"

Twilight just shrugged. "It's quite sizeable. We really have more room than we need in this castle."

"And that's going to change, too," Platinum said. "With two Princesses and a guard detail, you're going to need a full staff, too."

"That's really not necessary," Twilight replied, a little subdued.

Gleaming wasn't buying any of it. "I'm afraid it is, Twiley," she said. "Unless you think Spike's up to cooking and cleaning for over twenty ponies on a daily basis."

"Yeah, no." Spike's disdainful look could've melted steel beams.

"It's a moot point, anyways," Gleaming continued. "As a Princess, even if the title is ceremonial in nature, it still comes with a number of minor responsibilities. You're both going to need a dedicated staff just to keep up. Twiley had her 'Friendship Council' as an excuse to keep some of them at bay. Unfortunately, Ben, you're going to be dropped into the deep end."

"Gee, thanks," I said.

Gleaming's look then turned sympathetic. "Look, it's really not that bad. At least you're not going to have to deal with Celestia's mountains of paperwork. The most you'll be doing is entertaining a few diplomats"

"Yeah, but that means I gotta be all... diplomatic." That last word left a bad taste in my mouth.

"Oh, come on!" Platinum groaned. "All you have to do is smile politely and laugh at their bad jokes. It's not like we're asking you to fuck them."

I bristled at that remark. No, really, with all this fur I have now that was a literal statement. I was about to shoot back a scathing retort, but Twilight beat me to it.

"P. P." she said, annoyance practically dripping from her tongue. "Could you please not be so crude. I get that you're annoyed but that was completely unnecessary. She's having a hard enough time with these changes without you throwing them in her face."

"She seems to have adjusted well in my eyes," Platinum retorted.

A sudden snap assaulted my ears. It seems that Rainbow was fiddling with a pencil and managed to break it in half. That's my girl, always sticking up for the little guy... er, girl in this case.

Luckily for Platinum, she was saved from intense mare-on-mare violence by a sudden interruption from an unexpected source.. "Yoo-hoo! Darlings! Where is everypony?"

"We're upstairs, Rarity," Twilight replied, barely raising her voice. "Fifth floor ballroom."

"Thank you, Twilight," Rarity replied, "I'll be up in a minute."

I blinked. "Where was-"

"Front door," Twilight interrupted.

That just raised further questions. "How?"

"Little enchantment that Sunset and I cooked up the other day," Twilight boasted. "Anyone that uses the doorknocker and calls my name out can speak to me, even if I'm on the completely opposite side of the castle. She says her apartment building has something similar."

Before I could say anything else, I caught a peculiar sight out of the corner of my eye. It was Rainbow Dash about to bust a gut. She was trying to hide it, but her poker face was atrocious, as usual. She was biting her lip and shuddering with suppressed laughter.

Note to self, never take Rainbow to Vegas. Scratch that, take her to Vegas, just don't give her any of my money.

"What's so funny?" I stage-whispered to her.

"Ya know how I said Platinum ruined the Gala for two of our friends?" she asked. I nodded in response. "One of them was Rarity, and she got it bad."

That piqued my curiosity. "How bad?"

"Used as a pony shield against projectile cake bad."

I blinked. "Pinkie Pie?"

"Pinkie Pie," Rainbow confirmed. "Point is, when the night was over, Rares was mad. And when she sees little miss stick-up-her-plot..."

I felt the beginnings of an evil grin of my own. "She's gonna go ballistic."

"Oh, yeah!" Rainbow replied, rubbing her hands together like a supervillain.

I was on the edge of my seat when Rarity sauntered into the room. She was her usual prim and proper self, although laden with several bags that were embroidered with expensive-looking labels. "Hello everypony. I hope I'm not interrupting."

"Not at all, Lady Rarity," Platinum answered. "Your mere presence brightens the room."

Rarity was most definitely surprised by P.P.'s presence, though not in the way either Rainbow or I imagined. "Oh, Princess Platinum," Rarity gasped, covering her mouth with her hand. "I had no idea you would be here." With that, Rarity dropped her luggage and casually strode over to the Princess and wrapped her up in a friendly embrace. "It's so good to see you again."

Rainbow Dash promptly fell out of her chair. "Oh come on"

"Rainbow, please!" Rarity exclaimed. "It's rude to stare."

"Rude nothing! I thought you hated her!" Rainbow "I mean, she ruined the Grand Galloping Gala for you!"

"For which she has already apologized, Rainbow Dash," Rarity admonished. "As it turns out, I was the unfortunate victim of a misunderstanding."

"Yes, you see," Platinum interjected without missing a beat, "Lady Rarity had the unfortunate luck to closely resemble a notorious... social climber, shall we say. One that I have had the misfortune to have dealt with in the past."

Rarity tittered "To be fair, I was acting like one myself, that night."

"Yes, quite," Platinum. "Anyways, long story short, once I spotted what I thought was a nuisance mare approaching me, I did everything in my power to dissuade her from pursuing me that night. I will admit that I acted rather uncouthly, myself. But, once I realized my mistake I immediately approached Rarity, in private, and offered my most sincere of apologies."

"Yes," Rarity said, a smirk tugging at her lips. "It was a most... vigorous apology."

Oh boy, good thing Spike didn't catch the subtext on that one. He had a certain image of Rarity that should never be broken. I prayed for a quick change of subject. Or at least a misdirection. Twilight, bless her heart, delivered.

"While I'm glad you did apologize, that was still very immature of you, Platinum," she admonished

Princess Platinum rolled her eyes and sighed. "Yes yes, I know. Auntie already read me the riot act for my behavior. Can we please move on."

"Yeah, like, what're you doing here Rares?" Rainbow asked. "I mean, not that it's not nice to have you, but..."

"Oh, I understand what you mean, dear Rainbow," Rarity replied. "I wasn't expecting to come over today, but Cadence stopped by my boutique and put in a rush order for a new dress."

That... didn't make a lick of sense. "But Cadence isn't here."

The other shoe dropped when I saw Rarity's evil grin. "Oh, the dress isn't for her."

I shot up and immediately put some distance between the two of us. "Oh hell no!" I shouted. "No way in hell are you putting me in a dress!"

"But it's for your coronation," Rarity pleaded as she took a step towards me. "You can't just show up skyclad, now can you?"

"I can and I will," I replied. I took another step, only to find out that I had not been paying attention to my surroundings. Rarity had backed me into a corner. Literally.

"I'm sorry, Ben, but she's right," Gleaming said, the traitor. "Even Princess Celestia has to dress up for a coronation, and that mare never dresses for anything. Not even the Grand Galloping Gala."

I emphatically shook my head. "Still not gonna. Look at it this way, it makes me a trendsetter!" I pleaded.

Rainbow Dash, the traitor, wasn't any help either. "C'mon, dude!" she said. "Don't you want to see how pretty you look all dressed up?"

New plan, try to crab-walk my way up the wall and make my escape that way. "Uh-uh, not happening!" One problem with that plan. I am not Spiderman.

"Must you make this difficult?" Twilight sighed.

"Yes, I'm contractually obligated." Okay, teleporting won't work either, due to the fact that I don't know how yet.

Platinum sighed. "Is all this drama over one little dress really necessary?"

There. I had just spotted an opening. A gap had just opened up between Rainbow and Rarity. All I needed to do was time it just right.

"Trust me, dear," Rarity said as she stepped closer, unknowingly giving me an opportunity to escape. "All I need are your measurements, and then-"

On cue, I shot off like a bullet. I had been conditioned to my new body over the past few days, and I was pactically flying to the open door. I could practically taste freedom. Victory was mine!

CLANG!

With an enormous racket, a pink barrier slammed down over the doorway. I was going too fast to slow down on my own. A crash was inevitable. Thinking quickly, I went into a baseball slide, giving my thighs a nasty case of rug burn. An impressive feat, considering the room's lack of a rug.

Problem was, I was still going to crash into the barrier. Luckily for me, whoever cast it shaped it so that the bit touching the ground curved upwards.. My hoof slid up the slick pink field and sent me ass over teakettle. I ended up with the back of my head on the ground and my hooves planted right beside my ears. This had the comical side effect of me flashing the entire room.

Twilight was looking at me, wide-eyed and concerned. Platinum and Rarity had her hand covering her mouth, but I could still tell they were holding back laughter. Rainbow Dash had no such reservations. She was doubled over and laughing the blue off her ass. Spike was on the floor right beside her, laughing just as hard.

Gleaming Shield, on the other hand, was not laughing. She did, however, have the biggest shit-eating grin I had ever seen.

She just made my list.

"Really, dear, you brought this down upon yourself," Rarity tittered as Twilight applied liniment to my bruises.

I just grumbled to myself while Rarity took the opportunity to get my measurements. It wasn't quite my Yosemite Sam impression, but I was working myself up to it. All that effort, gone to waste.

At least Twilight shooed everybody except Rarity out after I embarrassed myself. Small mercies.

Really though, was it worth it? I mean, it was just a dress. Just a bunch of dyed cloth arranged in a way to make me look pretty. That shouldn't have been so bad. Sure, Equestrian fashion didn't leave anything to the imagination, but a dress could've made me look good. All pretty and feminine and girly...

Maybe that's why I put up such a struggle. A part of me was latching on to the last shreds of manhood, silly as it may have been.

"Something wrong?" Rarity asked out of the blue.

"No, just... brooding," I replied. That... was probably the best way to describe my mood at the time. Let's face it, I'd been putting on a mask ever since this whole mess started. It's kinda my thing. Even as a kid I never let anything really get to me. I'd just take whatever lumps life threw at me, and that's exactly what this was. Just a weird, big lump.

And hell, not like there weren't advantages. I mean, I was in the best shape of my life. I had freakin' magic! I had the potential to fly under my own power, for crying out loud. Plus, the sex was amazing. Dear god, was it.

But the dress... Something about that caused me to snap.

Twilight finished her doctoring, and sighed. "This is just a mess. Cadence really should've consulted us before going to you, Rarity."

Rarity looked thoughtful for a moment, then nodded. "Yes, she really should have. For what it's worth, Ben, I am sorry."

I grunted noncommittally. "It's fine," I said, lying through my teeth. I was glad Applejack wasn't there. She'd have walloped me but good.

Twilight still wasn't fooled. "No, it is not fine. We should've taken your feelings into account. There is no need to force a crown on you,"

"I said it's fine," I repeated.

Twilight looked puzzled. "Is this a human thing? This is a human thing, isn't it."

"What?"

"This obstinate refusal to talk about your feelings," Twilight added.

"Ah, that," I replied. "Not specifically."

Twilight snorted. "And yet you're the only pony I've ever met that acts like this."

I winced. Was I really that much of an odd duck? I mean, it's not like there weren't ponies that kept their emotions to themselves. Hell, to get Rainbow Dash to talk about her feelings, you almost had to drag it out of her with a winch.

No, that wasn't quite true. Rainbow wore her heart on her metaphorical sleeve. She just didn't admit it when things got her down.

"I just... I don't know," I finally said. "I guess I'm worried about losing myself."

Twilight quirked an eyebrow at me. "Go on."

"I'm worried that this," I waved my free arm over my body, "is more than skin deep, What if I start forgetting who I am? What if, one day, Ben just goes away? What if it's already happening? I tried hay bacon this morning and liked it! What if that's a sign? What if I like the dress and-"

"Ah," Twilight said, interrupting me before I could go on. "I think I see where you're going with this. Let me assure you that it won't happen."

I frowned. "How can you be certain of that?"

"Because that's not how the change works. Trust me, I've checked," she said, with a certainty only a learned expert could have. "I've studied the transformation effect in detail. I've even developed a method to block it in the future. I've also studied the personal writings of several former humans that had undergone the process, and everything shows that mental changes are not the result of the metamorphosis. Trust me, you'll be fine.

My jaw almost dropped. "You've... found a way to stop it? And it works?"

Twilight looked off into the distance. "Well, I'm ninety percent sure it'll work. I won't know for certain until I test it, and suitable test subjects are... kinda scarce right now." She paused for a moment to let those words sink in. "But that's not important right now. Please, just trust me when I say that everything's going to be alright."

I opened my mouth to retort bitterly, but a rare moment of wisdom made me rethink it. I had no reason to not trust Twilight. She had never done me wrong before. When I arrived in this world, alone and confused, she was one of the first ponies to give me a chance. Hell, I trusted Rainbow Dash with my life, and the first words out of her mouth at that fateful meeting were hostile beyond belief. Some of her threats didn't even seem physically possible.

In the end, I just sighed. "You almost done down there, Rarity?"

"One must not rush perfection," she replied testily, "but yes. I just need one last measurement. Hold still, please." With that, she wrapped her tape measure around my sheathe. There was nothing exciting about it. Just down, around, and done. It only took a couple seconds. Finished, she hovered a notepad over towards her and jotted something down. "Yes, I can most definitely work with this. I'll have a preview ready in a couple of days. Do you have any color requests?"

"You know what I like," I grunted. She should've, damnit! She had been my tailor since day one, after all. "Just... nothing too flashy."

Rarity nodded. "But of course. Oh, I almost forgot. I have a present for you." As she said that, her horn glowed and one of her bags over to me and dropped it at my hooves.

I bent down to pick it up. It was a rather unremarkable package. Plain brown, with an odd symbol, what looked like a chili pepper surrounded by a stylized heart, discreetly embroidered on the side in thread only a shade or two lighter than the bag itself. It would appear almost invisible if you were looking at it from further away than arm length. Even up close it was hard to see unless you knew it was there already.

"What's in it?"

Rarity tittered as she headed for the door. "A few things every mare needs. Ta ta, darlings!" With that, she closed the door behind her.

With a sense of trepidation, I slowly opened the bag and peered inside. My cheeks darkened at record speed.

"Well, what is it?" Twilight asked, butting her head in to look as well. "Oh, she went to Pepper's!

"Pepper's?" I asked, still staring at my gift.

"It's only the most famous adult boutique in all of Equestria!" Twilight answered. "They cater almost exclusively to the rich and famous; celebrities, nobles, businessmares... you get the picture. Heck, they even have an endorsement from Princess Cadence herself!"

Gingerly, I reached in and pulled out one of the... items. It was an elongated, royal-purple box proudly bearing the store's logo; a red chili pepper within a hot-pink outline of a heart. There was a clear plastic window showcasing the product along one side. It was a standard issue vibrator, a smooth cylinder with a tapered end, all in a glossy black finish. No excessive frills or anything of the like.

Hell, it wasn't even all that big. Maybe five inches, six tops. All in all, not too threatening.

Item number two was a corked glass bottle filled with a clear liquid. Lube, I guessed, judging by the viscosity. There was no label, not even the store's logo. It was fairly hefty, as well. That one bottle would last a long time.

Lastly was... well, it was a fleshlight. That was the only way to describe it. Yet another instance of convergent development to add to the already long list. Not quite believing what I was seeing, I pulled it out and popped the top off. Yup, that was a silicone pussy, alright. A robin-egg blue one, to be specific.

I poked it. It even felt real.

"Necessities," I intoned.

"Well, yeah," Twilight replied. "Every mare needs to take care of their own needs from time to time. Do humans not give each other sexual aides?"

"No, not that I'm aware of."

Twilight frowned. "I forget sometimes just how prudish humans are."

I let out an un-princesslike snort. "You'd change your tune once you see the Internet."

"I have," Twilight replied. "The Mirror World has internet. I don't see what the big deal is."

"No, you've seen the internet's tourist zones," I shot back. "Trust me, Twi, I've seen some shit."

And yes, the Mirror World's internet is just like Earth's. Trust me, I checked.

But, I digress. "So... giving 'toys' as gifts is perfectly normal?"

"Amongst close friends and family," Twilight confirmed. "Most fillies receive their first dildo from their mothers when they hit puberty."

That nearly broke my brain. The idea of my mother buying me a sex toy... god, I'd be mortified beyond belief.

Luckily Twilight noticed my embarrassment. "So... have you put any thought into a Royal Name?"

I leapt at the subject change like it was a lifeline. "A few."

A Royal Name. I had some trouble understanding the concept until Twilight gave me the five-year old explanation. It was essentially the official title for a noble in Government beyond their rank. It could come in many forms. For most land-holding nobility, they took the name of their demesne. For others it could take the name of their household.

Alicorns, however, have a lot more freedom when choosing their Name. I am told that Celestia and Luna are not the Diarchs' birth names. Their true names had been lost to history, and the cheeky fuckers weren't telling.

Cadence, being of ignoble birth, simply fancied up her own name to Mi Amore Cadenza. Twilight Sparkle took the easy way out and Named herself... Twilight Sparkle. Since she came from a noble family, she could get away with that.

For me, it had to be special. "Princess Benjamin" just didn't sound right to me. My Name had to be something powerful, something grand, something uniquely me.

Naturally, I spent all of five minutes thinking about it.

"Terra?"

I nodded. "Yes. Whaddya think?"

Twilight pursed her lips, thinking. "It's... got a certain ring to it," she said. "Yes, it could work. Why, though?"

"I'm sorry?"

"Why that name in particular," Twilight clarified. "Is there any special meaning to it, or did you just pull it out of a hat?"

My face twisted in a sour expression. "I resent that remark, Twi. Of course I have my reasons."

"Okay, let me hear them, then." Twilight then puled up a chair and took a seat in front of me.

I just smiled pleasantly. "Well, first off, it sounds appropriately pony-ish to me, so that's a point in its favor. Plus it's feminine enough."

Twilight frowned. "Ben, I keep telling you, you don't have to have a feminine name. You can-"

"Twi," I interrupted. "Just... just bear with me on this, okay? It's for my peace of mind." Twilight's frown didn't let up, but she nodded for me to continue. "Okay, secondly, unlike most pony names, it's not an unusual one back home. Not exactly common, but I could introduce myself to anyone in an English-speaking country as Terra and they wouldn't bat an eye."

Nodding, Twilight said, "I see. What else?"

"It has a certain meaning in an ancient language," I replied cryptically.

Twilight's face scrunched up as she looked at me, unamused. "Really? The ancient Roamin word for dirt?"

"Dirt," I replied with a cheshire grin, "or Earth?"

It took her a few seconds to get it, but the look on her face was worth the price of admission. "Ooooh, that's clever," Twilight said.

I shrugged. "Eh, I'll take the compliment."

Twilight nodded. "Princess Terra... I'll admit, it does sound nice. But are you absolutely sure about this? I know it's been impressed upon you how important it is we keep to tradition, but if you really want to keep your old name-"

"Twilight," I interjected, "trust me, it's fine. Besides..."

"What?"

I looked off to the side. I needed a moment to gather my thoughts before I explained this to Twilight. "Terra... could have been my birth name."

"What?" Twilight asked.

"Terra was my Great-Grandmother's name. She was a highly respected schoolteacher back in my hometown. Heck, my old high school was named after her. Mom told me one time that if she ever had a daughter that she'd be named after her."

"Aww," Twilight cooed. "Were you two close?"

I shook my head. "Nah, she died about five years before I was born. Didn't even know that much about her until ninth grade when I had do do a report my family history. Got an A plus!"

"That sounds nice," Twilight said as she summoned a sheet of paper and a quill. "Alright. Before I get the paperwork started, are you absolutely sure about this? Once you sign the form and I send it off to Canterlot there's no going back."

"I'm sure, Twi," I replied a little too quickly. There were still a few lingering doubts, but it was best to just get it over with.

"Okay. "It'll take me some time to draw up the proper document," Twilight said as she stepped towards a nearby desk "Remember, you can change your mind at any point before you sign it."

"Terra, huh?" Rainbow Dash asked.

It was mid evening, just after dinner time and I had retired to my room. Rainbow Dash decided to come andkeep me company. At that moment we were both just lazing about my bed. Nothing untoward was happening. Neither of us were particularly in the mood at the moment. So we just laid there, talking.

For those wondering, Rarity's little goodie bag was tossed in the corner.

"Yeah. Got a problem with it?" I asked. I genuinely wanted to know, too. Rainbow may be a little crass but I still valued her opinion. More so than Platinum, anyways. When I told her my decision, she just frowned and grunted. Absolutely zero feedback. Not like she would've changed my mind.

"I dunno," Rainbow replied. "It's just weird, ya know?"

"I guess," I sighed. "You don't have to call me that if you don't want to."

"Meh," Rainbow grunted, noncommittally. "I'd have gone with Princess McAwesome, myself."

That alone spoke volumes. I thanked my lucky stars that I wasn't dumb enough to go to Rainbow Dash for serious advice on my new name. I love her to death and she's great for emotional support, but she's next to useless when it comes to politics. Applejack at least knows when she's out of her league and would've deferred to someone else's knowledge.

Not that either of them are stupid. Ask either of them about something they're knowledgeable about (farming and rodeo for AJ, flying and weather for Rainbow) and they could give a Master's dissertation with zero prep work. Ask them about anything else and you'd get mixed results at best.

"So... when do you gotta go back to the Wonderbolts?" I asked in an attempt to change the subject.

"Not too soon," Rainbow replied. "It's still our off season, and training camp doesn't start back up for a couple months. There is a team meeting in a couple weeks, but that's only for a few days, and it's in Canterlot."

"Are the rumors I'd heard about those meetings true?" I asked.

Rainbow smirked. "Oh yeah!"

By "rumors" I meant the oft-quoted gossip of just how rowdy those "meetings" got. Details varied, as gossip tends to do, but the description "drunken orgy" was thrown around quite often. When a bunch of young, fit, healthy mares that constantly work in close proximity get together for some team building it's only natural that nature takes its course.

And Rainbow Dash just confirmed the story. The tabloids would pay a fortune for a scoop like that.

"So... speaking of those rumors..." Rainbow said, giving me a sly look.

I just shook my head. "Not tonight Rainbow. I've had a long day and I really just want to turn in early."

"Alright," Rainbow sighed as she got off the bed and stepped towards the door. It might've been my imagination, but it looked like her ass was swaying more than usual. "If you change your mind, you know where my room is."

After Rainbow closed the door behind her, I drew my bed covers up and rolled over to get some sleep.

Author's Note

Well, this took a bit longer to get out than I wanted, but I've been busy. Just haven't had much time to write lately. Technically, it was ready a couple days ago, but I let it sit for a bit and come at it again with fresh eyeballs.

I've also gotten started on the next chapter. It's a short one, more of an intermission , really, and if it looks like I'm channeling Yahtzee then that's because I've been watching a lot of Zero Punctuation lately.

Interlude: Sleepless Night

Interlude: Sleepless Night

Or, at least, the plan was for me to roll over and go to sleep, but it was just not happening. It wasn't even the wings, either. One would think they'd be getting in the way and were a real ball ache to sleep on, but that couldn't be further from the truth. They were there and I could feel them while laying on my back, but that was it. I slept on them perfectly fine last night.

That might just be an Alicorn thing, though. Most Pegasi I've been with slept on their front or on their side, preferably on a cloud mattress.

But no, it wasn't a matter of being uncomfortable. Rather, it was my mind wandering at a million miles an hour. It wasn't even the productive mental wanderings, either. It was the idle thoughts of a man who says they're thinking about nothing, but instead thinking about any number of banal things not worth commenting on.

Compounding matters was that I was horny. No, I wasn't gonna take Rainbow up on her offer, even though she was just down the hall. I simply didn't want the company. It felt like this was my first moment to myself ever since this whole mess started.

So I lay there, rubbing my semi-turgid length as I let my mind wander. I may not have had access to internet porn, but my imagination was vivid as ever. Jessica Rabbit featured prominently, not surprising considering that she gave me my first boner at a confusing age.

But as my mind continued to wander, various Equestrian figures started to wander through my mind's eye. Sapphire shores, whom I had only seen on posters, was a frequent thought. Again, unsurprising, because even in the land of casual nudity, pop stars are oversexualized to a ridiculous degree. Yeah, just try and wrap your head around that one.

Trixie also popped up. I didn't know her all that well, but when she'd occasionally stop by to visit Starlight she most definitely made an impression. Now that I thought about it, those two probably "made the rabbit disappear" fairly often. Not that I blamed Starlight or anything; Trixie was hot! No, not the bustiest or most well hung pony I had ever seen, but there was a certain beauty to her that was strangely compelling.

Strangely enough, Princess Celestia showed up in my fantasies for the first time. Not that she wasn't hot; I mean she's the Equestrian standard for beauty for goodness' sake. I just felt extra dirty whenever I thought of her in a sexual manner. It was like imagining your mom naked. That all changed when I saw Twilight sucking her divine jizz straight from the source, and getting a small taste myself. Now she was in my head, flaunting those gorgeous melons at me and all I wanted to do was latch on and suck them dry.

On that lovely note I was fully hard and ready to go to town on myself, but there was something nagging at the back of my mind. Some niggling thought that just wouldn't leave me alone. That was when I happened to glance over at the corner I'd tossed Rarity's goodie bag earlier. I'd been trying not to think about it ever since I opened it up, but after that one glance I had a second thought.

Grumbling to myself, I got up from my comfy bed and stormed over to the corner. After grabbing the bag a bit more forcefully than I intended, I plopped back down on the bed and opened it up. I had enough hindsight to remember that there was a glass bottle in there, otherwise I'd have just dumped it out.

I took out the fleshlight and gave it a once over, and yes it looked almost exactly like one you'd find on Earth. Don't ask how I know, just take my word for it. Oh, the styling was a bit different, being almost devoid of straight lines, but it had the same basic profile and size. I popped the cover off and just... stared at it. The thing was as blue as Rainbow's ass. Probably Rarity's idea of a joke. All things considered, it was as accurate recreation of a marehood.

With a glance to the lid, I happened to notice what looked like a list of features, and my eyebrows shot up as I read them. this thing was pretty fucking advanced compared o back home. It was self cleaning, self lubricating, and it even vibrated if a unicorn channeled magic into it. There was also something about a portal function, but it required a separate purchase so I kinda skipped over it.

Examining it more closely, I gave it a tentative sniff, only to come back negative. An investigative poke revealed that it was textured similarly to skin. Ponies didn't have much if any fur around the vulva, after all. Satisfied with my initial findings, I gave it a tentative lick. As expected, there wasn't any real flavor, although further prodding seemed to trigger the lube function, as the interior began to secrete some sort of colorless, odorless fluid. Well, at least it worked as advertised.

Throwing caution to the wind, I thought 'fuck it'. Literally. I lined up the opening with my cock and began to press in. There was a token resistance before the synthetic folds parted and I slipped easily inside It was surprisingly warm wrapped around my shaft, a feature that was absent from the box blurb. Still, although it was damned close, only a complete moron would mistake it for the real thing.

Closing my eyes, I reversed course until just shy of pulling off completely. In my mind, Applejack was riding me, reverse cowgirl of course. Along with her ever present stetson, she also wore a bit and harness set, complete with reigns that dangled between her shoulder blades. Yes, those were fairly common pony fetish equipment. No, I'm not telling how I know.

I grunted as I fucked my new toy even harder. It was just me, my fleshlight, and the box springs squeaking away as I sped up. But, it wasn't enough. I reached a plateau, but nothing I did managed to push me over the edge. Reluctantly, I pulled the fleshlight off my throbbing length, and cast a wary eye back to the bag. I was... fearful of what remained.

But then I mentally slapped myself. Why was I afraid of a damn vibrator? It's not like I wasn't taking cock left right and center already. I grabbed the bag again and this time I actually did dump it out over my bed. The bottle bounced once before I had the presence of mind to grab it mid-air before it fell and shattered all over the floor.

I held the black metal vibrator close to my face, examining it closely. There was a button on the base. I pressed it, and the motor came to life. It hummed gently, and fairly weakly. I've had cell phones that vibrated more forcefully than this thing. Then I noticed that the base also pulled double duty as a dial. I twisted one way, and the vibrator slowed down considerably. Turning it the other way, it soon grew powerful enough to level cement.

Turning it back as close to default as I could get by feel alone, I laid back and brought the toy to my breasts "oh!" I exclaimed as it ran over a nipple. it was a surprise, although a pleasant one to be sure. I then pressed the tip against the same nipple and held it there.

"Ohhh," I groaned before pulling away. My breasts were pretty damn sensitive, as I already knew. I trailed the tip of the vibe down my sternum, descending slowly to its destination. I met sudden resistance right around my belly button. Gravity had pulled my cock down until it lay flat against my taught belly.

The opportunity presented itself and I set the vibrator against my glans. A sharp hiss was the only sound I made as I rubbed my stallionhood. Back on Earth I had... acquired a small bullet vibe and I tried it out on my penis, to no avail. It wasn't bad, but it still didn't feel all that great. This, however, was much better. But that wasn't what I was here for.

I continued my journey southwards, the vibe riding down my cock all the way. Far too soon, however, my exploration was at an end and my vibe was hovering over my delicate folds. After a moment to brace myself, I touched the tip to my nethers. I fought back a shout s I made contact. I most certainly was nt prepared for this. I pressed onward, and held the vibrator against my outer lips.

My breath was ragged as I tried to acclimate myself to the new sensation. I had nothing to compare it to. It was as if my honey pot was being prodded by millions of tiny fingers all at once. But I had come too far to stop there. With a titanic heave, I pushed further inside. The tip brushed up against the roof and I almost came on the spot. I had found my g-spot. Wanting the session to last just a little longer, I attempted to avoid that area.

Then I looked down and saw my throbbing, unattended cock. It was then that I had an idea. A wonderfully, naughty idea. It was something I always wanted to try, but couldn't before my transformation, when my penis was half its current size and I was built like Stay-Puft. It would take some precise maneuvering, and I would need both hands free. Reluctantly, I pulled my vibrator out and set it on the nightstand next to the lube.

With that taken care of, laid down flat and took a deep breath. Then another. I was about to try something based off half remembered instructions found on the internet during some late night googling session. I needed to psyche myself up a bit. After a moment I was ready, and threw my legs up and over. My first attempt failed, as did my second. I needed to put a little more oomph into it. My third attempt bore fruit, and my hooves clopped on the headboard. I winced, that was louder than I wanted.

I held that position for half a minute, waiting to see if anypony would come to investigate the noise. An ear was cocked toward the door, but I didn't hear anyone coming. Now, focusing once more on the main event, I saw my cock hovering tantalizingly mere inches above my mouth, a bead of precum gathering at the head. I could almost reach up and wrap my lips around it right then. But I wanted to do this right. Ever so carefully, I scooted towards the tail of my bed and let my hooves fall. They landed just above my ear tips. Damn, my new body was flexible as hell!

In the process I, well, booped myself. Right on the snoot. Nose scrunchies were had.

But nose scrunchies, as cute as they are, were not what I was here for, and I wanted to hurry up. One thing I forgot to take into account; this position wasn't all that comfortable for me. I definitely wasn't going to do this again anytime soon. Still, I came this far, might as well cross the finish line. I opened my mouth and engulfed my tip.

Looking back on my research, I remember one comment repeated over and over again. Sucking your own dick felt more like sucking dick than getting your dick sucked. Now, I can safely say that whoever first said that was totally totally right. Not that it was bad or anything. I mean, ever since I became sexually active in Equestria I had found out that I most certainly enjoyed sucking cock. It didn't hurt matters that pony jizz was almost universally delicious. Dunno about nutritious, I hadn't gone down that particular rabbit hole. Yet.

Point is, though it may not have been as mind blowing (heh) as I expected, it still felt pretty good as my tongue encircled the head of my member. But I wouldn't be satisfied with just the tip. Adjusting my weight slightly, I forced a few more inches of my rod inside, but I couldn't go any further. I simply wasn't flexible enough and I was already feeling the strain on my back. I pulled back a little, feeling relief as the strain on my spine eased up.

I wasn't about to give up, though. I was horny as hell and I had a cock in my mouth. By Celestia, I was gonna have a taste of my cum no matter what!

However, I lacked the coordination to actually give myself a blowjob. Yes, it was in my mouth and yes, I was sucking on it, but I couldn't move much without potentially going back to step one. Simple solution, though. I reached down and grabbed the exposed portion of my cock, right around the medial ring. I had figured out that the ring was almost as sensitive as the head, and I was going to exploit that fact for all it was worth.

So there I lay, jerking myself off and sucking my own dick. I wish I had a camera pointed at me. Pornhub would've loved this shit.

t wasn't long before I felt myself cresting. Before I could get past the point of no return, I reached out with my free hand and grabbed my vibrator. Lucky me that it hadn't been jostled from its spot on the nightstand. Acting quickly, I turned it on and brought it to my sopping wet snatch. I then shoved it in as far as it could reach.

That did it. My cockhead flared as I was pushed over the edge. I let out a muffled scream of pleasure as my mouth was filled with buttercream-flavored cum. jet after glorious jet of spunk hit the back of my throat as I struggled to keep up. But it was a losing battle, and it wasn't long before my mouth was filled to capacity and a little bit leaked out around my shaft.

As my climax tapered off, I withdrew myself from my mouth and licked my lips. One definite advantage of autofellatio; minimal cleanup. I licked my lips clean and wiped a bit of drool off my dick and I was done. I groaned as I laid back down straight, my spine finally getting some relief. That was fun, but definitely wouldn't be an everyday thing.

And no, I didn't forget the vibrator still buzzing away in my marehood. After a moment to catch my breath, I reached down and pulled it out. Turning it off, I then opened a drawer on my nightstand and set it inside. Yes, I knew I had to clean it off, but that was Future-Terra's problem. Right then and there I just wanted to roll over and go to sleep at long last. Hopefully this time it would take.

Author's Note

Well this chapter certainly took on a life of its own. this started off as just a simple solo scene, a little experimentation from our illustrious protagonist. Nothing too fetishy. But then, inspiration struck midway through wrtiing and I just had to add it.

I finally did something to get a bit more organized with this story and made a character sheet for Terra. Now I won't have to go searching previous chapters just to remember what color her hair is.

And yes, it is an actual DnD character sheet, although it is in no way legal under any rule set I know of. That goes double for the spell list, which doesn't take into account caster level and has spells from sources of... ill repute, shall we say.

also

I, well, booped myself. Right on the snoot.

Chapter 7

The town hall meeting went off without a hitch.

No, really, it did.

Twilight, dressed in her royal finery which consisted of a very-low cut dress and surprisingly minimal jewelry, stood up on the podium and made her announcement, after which she brought me forward to say a few words. Then there was a short Q and A session where the audience asked me a few questions which I answered to the best of my abilities. Rainbow Dash, who was by my side the whole time, preened a bit when it was announced that she was related to former human as well.

Long story short, the townsfolk were brought up to speed and showered me with sympathy. Say what you will about Ponyvillians, they might panic at the drop of a hat but they still evoked that sense of community that just makes one feel welcome. All in all, we were in and out in less than an hour.

The rest of the day, however, that's when things got weird.

Our little mini-procession walked back through the door to Twilight's home earlier than I was expecting. We made good time in the meeting, although the Flower Trio looked like they were about to faint. I thought I overheard them saying something about "body snatchers" or something... ah, it was probably just hysterics from them as usual. They still won't look me in the eye after they found out that I was an omnivore.

Anyways, I purposefully strode towards the nearest armchair and flopped myself down in it. "That went well," I commented offhandedly while scratching my chest furiously. Ever since breakfast I've had this bitch of an itch that just wouldn't go away. It was torture not being able to scratch during the meeting.

"Yeah," Rainbow Dash agreed, not noticing my plight. "I half expected a panicking riot going in. Thank goodness that didn't happen."

"Well, Ponyville is accustomed to strange occurrences." Twilight said as she moved towards a nearby bookshelf. "Honestly, this is definitely not the strangest thing they've experienced."

"It's definitely up there, though," Spike added in a wry tone. "Right behind the Cheesecake Debacle."

I quirked an eyebrow. "Cheesecake Debacle?"

"We don't talk about the Cheesecake Debacle," Rainbow said in a hollow tone. Her face had this haunted thousand-yard stare going on. Twilight suppressed a shudder, and even Spike winced in sympathy.

"Sorry," he said.

We were interrupted by an insistent knocking on the door. The three of us blinked in unison, all wondering who that could be. Spike did the only sensible thing and made his way to the door. He grabbed the knob and began to turn it, but before he could pull the door open he was knocked aside as a pink and yellow blur rushed through and made a beeline for me.

Let it be known that, despite my outward appearances, I did not scream like a girl. The sound that issued forth from my lungs was a manly bellow of terror, thank you very much. It was all I could do as my attacker charged me down faster than the eye could see. I braced for impact, hoping against hope that it would be enough to save me.

I needn't have bothered. Instead of the rough impact I was expecting I was instead glomphed gently, and I found myself suffocating in butter-yellow marshmallowy goodness.

"Oh dear oh dear oh dear, you poor thing," Fluttershy cooed at me as she lovingly stroked my hair. "You must feel absolutely dreadful, going through something like this. Is there anything I can do to help?"

I began to tell her to stop strangling me, but it only came out as "Mmmph mph mmmph", what with her smothering me with her tits. Still, Fluttershy seemed to understand what I was getting at. She loosened her grip, allowing me to get a breath of air. She still held me close, but only close enough that my head was covered by her tits and not smothered.

And what a pair, too. Despite her willowy frame Fluttershy was carrying around a great big pair of mgumbos. Only the Princesses beat her out in the size department, and even then only just.

"I am so terribly sorry, dear," an elegant voice called out from the now opened door. "I tried to hold her back, but you understand how she gets when she thinks a creature is suffering." I looked over and saw Rarity stepping inside. Rarity was the definition of beauty and elegance. She was wearing a touch of makeup, but not much. A hint of blush, a dab of mascara, and that was it, really. Her voluptuous figure was to die for. Her breasts, while not the biggest I've seen, were still quite large and in perfect proportion with the rest of her. Rarity's cock was on the smaller side, but still large compared to a human male's.

Applejack was not far behind Rarity. Once the farmpony entered she hip-checked the door closed.

I fumed a bit. It wasn't exactly dignifying to be compared to one of Fluttershy's critters. Then again, it was hard to remain angry at Flutters, especially when she started scratching behind my ears. God damn, no wonder dogs loved it so much. My right leg began autonomously bouncing up and down and I was practically putty in Fluttershy's hands. I undoubtedly had the dopiest grin ever hiding behind Flutters' boobs.

"Well, at least you appear to be in good spirits," Rarity commented. I couldn't muster the willpower to shoot her a glare.

"Ayep," AJ agreed, smirking at me. "Seriously though, pardner, how've you been. This can't be easy on ya."

Somehow I managed to extricate myself from Fluttershy's surprising grip, enough to speak properly at least. "I'm coping, that's about it," I said. That answer didn't seem to satisfy her. Before she could call me out on my bullshit, however, Rarity spoke up.

"It's wonderful that you're putting on a brave face, dear, but that is not necessary amongst friends. Please, be honest with us. This whole ordeal must be driving you mad."

Well, she wasn't exactly wrong. "Not much to tell, really. I'm just trying to take things day by day, and not let this whole... situation get to me. It's about all I can do, really."

"Awww," Fluttershy cooed as she continued to stroke my hair.

"That sounds about right," I heard Sunset call out. She had just stepped into the room, likely coming from the basement lab. Neither Sunset or Starlight had attended the meeting, having decided to stay home and compare notes. Turns out that Starlight had a knack for magical transportation.

"I'm sorry, I do not believe we've been introduced," Rarity said. "Are you a friend of Twilight's?"

Sunset seemed taken aback by Rarity's question, but recovered quickly. "Ah, yes, I forget that I haven't been introduced here. I'm Sunset Shimmer."

One by one, each of Twilight's friends instantly comprehended who she was. It was as if a wave of lightbulbs went off above their heads.

"Ah, yes, Twilight's... friend from the other side of the mirror," Rarity said. "Well, let me be the first to say that it's wonderful to finally meet you. Our dear Twilight's told us sooo much about you." She finished off with a formal curtsy.

"Charmed," Sunset replied, returning her own curtsy.

"And so polite, too," Rarity commented. "Now, what was it you were saying about-"

Rarity was interrupted by a new sound. A smarmy, almost greasy sounding chuckle that seemed to radiate from the air around us. What was strange was that it sounded vaguely familiar.

"What's this? Is somepony making assumptions about my favorite species?" The voice said. "And without inviting moi? That simply will not do."

That, ladies and gents, is when the lightbulb went off above my head. Quite literally, too, somehow. "Q!?" I shouted in both shock and awe.

The voice only laughed even harder. "Maybe in another life, my little human." In a flash of light, a full mug of tea appeared in my hand. Not knowing what else to do, I took a sip. Earl grey, of course, and quite hot. "Allow me to formally make your acquaintance."

I was once more blinded by a bright flash. Once I managed to open my eyes again, I saw... okay, I had no idea what the fuck I was looking at. It was like God or Mother Nature or whoever went to make an animal right after getting sloshed and stoned and threw the parts bin at the wall and used what stuck. It's body was long and sinuous like a chinese dragon. Its limbs appeared to be from six different animals; a lions' paw and eagle talon, while he stood atop a goat hoof and gator foot, and had one feathered wing and another webbed bat wing. His head, strangely enough, looked at first glance like an earth horse, although closer inspection belied the illusion. The sharp, snaggle-toothed grin and crazy red eyes gave the appearance of a madman just barely holding on to sanity. Capping it all off were his horns; one deer antler and another from what looked like an antelope.

Quicker than my eye could follow, it appeared right inside my personal space, towering over me. Then, surprisingly, it grasped my hand and began shaking it furiously.

"Name's Discord, how do you do."

Well, when Applejack said I'd know him when I saw him, she wasn't exactly lying. He was definitely one distinct-looking motherfucker.

"N-n-n-n-nice to m-m-m-meet you too," I replied. His handshake was strong enough to shake me like jello. It didn't last long, thankfully. Discord released me and casually backstroked away. Through thin air. With no wings.

Well, it was unlikely my brain would survive this encounter intact.

"Discord," Fluttershy said in her usual near-inaudible voice. Thankfully she decided to get up from my lap at that time as well. "Not that it isn't nice to see you, but what brings you here?"

"Moi?" Discord asked, feigning offense. "Why, I only wanted to see what all the hubbub was about. Why didn't anypony tell me we had a new species here? And a human to boot?"

"He's been here for prit'near an entire year." Applejack's eyebrows could've served double-duty as a level. "You haven't heard 'bout him?"

Discord rolled his eyes. They fell out of his eyesockets and rolled across the floor. Ick. "I've been busy, of course. Official draconequus business."

"Wait, you have official business?" Rainbow Dash asked accusingly.

"Well, duh!" Discord replied childishly. "What did you think I did all the time? Just laze around and get into mischief?"

"Yes," every one else chorused.

The draconequus was taken aback by that statement. His response was to cross his arms and pout. "Well phooey on you. I'll have you know I am a very busy chaos lord."

All of a sudden, something he said finally registered in my mind. "Wait, how the hell did you know I was a human?"

In a flash of light Discord vanished, only to reappear wrapped around my neck like a boa. He was smaller, obviously, but he still had that great big gaping grin of his. "Simple, really. I've visited your little corner of reality a time or two. Great vacation spot for a chaos-entity like myself ."

"Wait," Sunset said, looking skeptically at my hanger-on. "You mean to tell me that you know how to reach Ben's world?"

"Yes I do, Sunset Shimmer," Discord replied, now being worn by Sunset. I didn't even see him switch places. "But before you ask, I can't tell you how. It's against Da Rules."

Applejack snorted derisively. "As if ya don't see breaking rules as yer lot in life."

Discord responded with his own snort, one with an actual cloud puff coming out of his nose. "There's a difference between 'rules'," Discord made air quotes around the word rules, "and Da Rules!" With that, he summoned a large, pink book out of thin air and showed us the cover. On it, the words "Da Rules" were printed in gold lettering.

"There are rules that even cosmic powers such as I have to follow," Discord said as he opened the book and began flipping through the pages. He stopped about halfway through. "Ah, here we are, chapter fifty three, subsection three, paragraph b. 'Chaos entities must not involve themselves in the realms of other chaos entities, unless they themselves wish to claim dominion of that realm'." With that, the book disappeared in a puff of smoke. "The last time I popped in for a casual visit, a bunch of my colleagues were eyeing each other up and getting ready for an all-out brawl. No way am I setting foot into that hot mess."

Applejack blinked. "Yer telling us that there's more of ya out there?"

"Well, yes and no," Discord responded as he teleported once more, this time landing atop Applejack's head dressed in a blue sailor shirt and cap, his snout replaced with a duck bill. "I myself am a bit of an odd duck."

Alright, sanity had officially left the building. I felt my left eye twitching as I tried to keep up with Discord's antics. Plus that itch had not only not gone away, but had gotten progressively worse. I was scratching at my shirt like mad, but it just would not go away.

"Uh, you okay?" Discord asked. Apparently he was the only one paying attention to me until then. The others, startled by Discord's question turned and looked at me with concern. In a flash Twilight was standing right in front of me.

"Ben, what's wrong?" she asked as she leaned in for a closer look.

It took all my willpower to provide an answer, and even then I could only manage a single syllable. "Itch."

Twilight's horn glowed and I felt the tingly sensation of one of her scanning spells, which she used to scan me up and down. It actually felt pretty nice as she ran it over my torso. It even soothed the itch a bit. Twilight made a few passes before she cut her spell off. "I think I see the problem," she said.

Without warning or ceremony, Twilight grabbed my shirt by the collar and yanked it off, over my head. That instantly helped the itching problem, but left me with one more. I gave off a Fluttershy-worthy squeak before moving my hands to cover my exposed breasts. Yes, I was the only one wearing clothes up to that point, but it was the principal of the matter, damnit. Only three of them had seen me naked up to that point. Well, four if you count the time Rarity had me strip down to take my measurements, but that was before my transformation.

To make matters worse, everyone was staring at me, rendering me self-conscious as fuck.

"Well, that would explain the itch," Twilight commented. I looked down, and immediately understood why I was having a problem.

I had grown fur.

It was the same dark indigo color as the fur that came with my new ears, save for a diamond-shaped patch of white fur atop my cleavage. It was a lot of fur, too, nearly covering my upper torso. No wonder I was itching like crazy. Hell, that was probably why most ponies don't wear shirts.

My nipples had changed color as well. Now they were midnight blue, almost black.

"Oh my!" Rarity exclaimed. "What an interesting color palette. Designing a dress for you will be quite the challenge."

"Yes it will," I replied grumpily. Damn her and her misplaced priorities! I was just glad nobody was leering at me. Not even Discord.

Speaking of whom... "It seems I've caught you at a bad time. I'll Speak with you later. We have so many interesting things to discuss. Ta ta!" With a final flash of light and puff of smoke, mister Q-in-a-fursuit vanished without a trace, leaving the nine of us to our own devices. Needless to say, we were all completely and utterly flabbergasted, though it looked like Twilight at least handled his behavior better than most.

"Well, that happened," I said, summing up what we were all thinking.

"Yeah..." Applejack drawled. "I can't help but feel that he knew more than he were lettin' on."

"It's Discord, AJ," Rainbow Interjected. "He's always got an angle."

Twilight nodded. "Yes, he does, even when he's acting 'helpful'. But enough about that, how're you feeling now, Ben?"

By this point I was getting a little annoyed of the constant questions about how I was feeling. I had to bite back a sardonic reply. A herculean task, to be sure, but Twilight was just trying to help. No reason to bite her head off.

"I'm fine, Twilight," I said, not quite keeping the venom from my tone, but it was minimized. "Better, actually, since I'm no longer itching like crazy. Speaking of which, what the hell?"

It was Rarity who answered. While Twilight and I were talking she picked up my shirt and began inspecting it with an expert eye. 'I see the problem, darling. This material is notorious for being extremely uncomfortable to wear. Most ponies complain about it itching like mad."

"So... I need clothing made of a different material?"

"Well, yes and no," Rarity hedged. "Most clothing simply rubs our fur the wrong way, causing anything from a minor itch to severe irritation with increased exposure. Even the dresses I make are only meant to stay on for a couple hours at a time. Only a few rare, and therefore expensive materials are actually wearable for any considerable length of time."

"Yeah, like the Wonderbolts' uniforms," Rainbow cut in. "I think Spitfire said they were made from something called star-silk." At that, Rarity's jaw just about dropped fast enough to break the sound barrier. "Yeah, I looked up what they cost. Each suit's worth more bits than I make in a year! Intentionally damaging one is grounds for removal from the team."

"Star-silk can be damaged?" Rarity yelled.

"Apparently," Dash shrugged.

I was a bit lost here. "How strong is this stuff?" I asked.

Surprisingly, it was Sunset who answered. "A sheet of star-silk the thickness of the average cotton t-shirt is strong enough to stop a fifty-caliber bullet, easy."

Now it was my jaw that hit the floor. That was an insane amount of resilience for something so skin tight.

"Although I am not quite sure how accurate Sunset's assessment is," Rarity said. "It is quite strong. But it is not the only material that ponies can wear comfortably. If you would like, Ben, I could easily make you a set of clothing out of another material. It may not be as strong as star silk, but it will be just as comfortable to wear."

I thought about it for a good minute. On the one hand, Rarity was giving me an anchor to my humanity. On the other hand, it was a ridiculous concept. It is not clothing that defines humanity We just wore clothing because it allowed us to survive in cooler climates than we evolved in, and it eventually became the norm.

But, at the same time, if I gave this up, what was left of the old me?

In the end, I gave my reluctant reply. "It's fine... not like I'll need them anyways," Part of me felt like a large weight had dropped from my shoulders. I had finally taken a major step into my new life.

Another part of me, however, felt like I had just given up.

The evening found me lying awake in my bed. After the whole clothing fiasco Twilight, her friends, and i had spent a few hours chatting. Mostly small talk and the like, though Twilight did pop down to her lab to get her scanning equipment out. Thankfully it wasn't as invasive as her last test, but she seemed excited about the results.

Eventually, one by one, Twilight's friends made their excuses and headed for their own homes. My fur had continued to spread throughout the day. It had now spread down to my knees and elbows, and up towards my neck. If you watched closely you could almost see it spreading. Almost like watching paint dry. Twilight said that my changes had progressed more rapidly than predicted, and that they would be finished within a day or two.

So there I lay, alone with my thoughts, contemplating the future when the door burst open and Rainbow Dash almost sprinted inside. That's my girl, everybody. Subtle as a flying mallet. I almost didn't notice Twilight coming in as well, carrying a few bits and bobs from her lab.

"Hey Ben," she said, having stopped just before colliding with my bed.

I merely waved a hand in acknowledgement, still staring at the ceiling. I'd never noticed the unique design up there before now. It was almost hypnotic. Out of the corner of my eye I saw Twilight setting up some of her equipment. It looked like she wanted a more thorough scan of me. Joy. Thankfully it looked like she had left her more... intense equipment downstairs.

"You feeling alright, Ben?" The Princess asked me.

I sighed in annoyance. That question was starting to get old fast. "As I keep saying, I'm fine." I may have let some of my annoyance slip out. Just a little bit.

Rainbow Dash wasn't having none of that. "Yeah no. Sorry dude, but that won't fly anymore." She crossed her arms and gave me a level glare. "I know this is bothering you more than you say. C'mon, spill it!"

I groaned, annoyed t her pestering. "Why bother. It's not like bitching about it's gonna change anything," I said as I sat up, rubbing my eyes as I did so.

"That may be true, Ben," Twilight replied, "but you're our friend, and friends help each other."

"And you are helping, Twi," I retorted. "You're helping me understand what the hell is going on with my body! You've been nothing but supportive since the day I got here!" I took a deep breath, trying to get my temper under control before it became a problem. "All of you have done everything you can to help me. You've been figuring out this whole... thing. Applejack lent me an ear when I needed to vent, Fluttershy's first instinct was to comfort me, and Rarity offered to make me another set of expensive clothing just so I was more comfortable. The only one missing was Pinkie, but she probably had a good reason."

Rainbow snorted. "She's probably getting your party ready."

"Bingo!" I exclaimed, pointing a finger at Rainbow. "So don't worry about-" Before I could finish my sentence I was doubled over, an uncomfortable feeling in the pit of my stomach. It was like gas, but... different. I groaned as my insides squirmed and reshuffled, and I let out a yelp as I felt a sharp pain just behind my balls that lasted only a split second.

Rainbow Dash moved to hold me still, while Twilight hunched over her instruments. As soon as the new feeling started they had begun going off like fireworks.

Almost as soon as it came, the pain fled from my body, leaving me panting... and feeling slightly sticky downstairs. I looked down, assessing the situation. I hadn't cum, my penis was secure in its sheath and dry as a bone. But, as I looked down, I began to get a more general idea of where the sticky feeling was coming from. It was right below my balls.

Gulping with trepidation, I reached a hand down and lifted my scrotum. I stuck a finger past it, searching for the source. Once I touched it, I clenched my teeth and hissed. There was no longer a barren wasteland between my nutsack and asshole. Instead, there was a slit, and it was slightly damp.

It was official. I now had my very own pussy.

It didn't take long before the lightbulb went off above Rainbow Dash's head. She made a small noise of understanding, and wrapped me in crushing embrace.

"It's going to be okay, Ben," she whispered into my ear. "I'm right here. We'll get through this together."

"Can... may I see?" Twilight asked? I hadn't even noticed her get move away from her instruments, but she was standing right next to Dash and I, wringing her hands nervously.

I took a slow breath, and nodded. Dash pulled away, allowing me to stand up. I did so, a little shakier than normal. As I stood, Twilight gestured for me to turn around and lean over the bed. Doing so, I also flicked my tail to the side, giving both Rainbow and Twilight full access to my new... parts. Never before had I ever felt so exposed. It was a good thing Twilight was handling this situation with the decorum and professionalism it deserved.

"So.... awesome!"

Rainbow Dash... not so much. Twilight was on my side, however, and promptly swatted her upside the back of her head before continuing her examination. Give Dash some credit, she swiftly clammed up.

"Something's not right," Twilight muttered to herself. Guess he forgot that I now had pony ears, and they were a bit more sensitive than my old ones.

"What's wrong?" I asked, a bit worried as I looked over my shoulder.

"Nothing's wrong, per se," Twilight replied. "It's just... your transformation seems to have accelerated a little. Not much, it's still within the mean time frame. With this development, I think it'll be done by tomorrow morning. Mid day at the latest."

That piqued my curiosity. "Any idea what caused it?"

"No," Twilight replied. "There are too many variables to account for. Anything could've triggered the increased transformation rate; diet, stress, etcetera. The good news is that you are developing properly. Your vagina appears to be in good health."

"Yeah, great," I grumbled. "So what's next?"

"Well, obviously you're not quite done yet," Twilight said, reaching around to lightly tweak my still-human nose for emphasis. "But other than facial structure, you still need to express tribal characteristics."

"Hey, yeah!" Rainbow exclaimed. "Any idea what he'll be?"

Twilight opened her mouth to answer, but paused before she spoke. While she was gathering her thoughts, I turned around and sat on the edge of the bed. Rainbow Dash sat herself down next to me and reached over to give me a sideways hug.

"Well...." Twilight said, "It's still too early to tell with a hundred percent accuracy, but I'd bet money on it not being Earth Pony, at least."

I quirked an eyebrow in a Spock-ian manner. "You sure? What makes you say that?"

"Anatomy," Twilight explained. "Your body isn't nearly dense enough to be an Earth Pony. With a similar body size, I'd say an Earth Pony would weigh at least fifty-kilograms more, and even then I'd recommend that pony start eating more. Add to that the fact that you haven't been accidentally pulling doors off their hinges, and I'd bet good money that you'd become either a Unicorn or Pegasus."

"Sweet!" Rainbow exclaimed before turning and hugging me fully. "That means at least a fifty-fifty chance you'll get wings! Oh man, I can't wait to show you around my place."

I saw Twilight's eyebrow twitch, but she wisely decided not to launch into a rant on how statistics didn't work that way. As for me, well, to be perfectly honest I've been kinda hoping for Pegasus as well. I mean, sure, magic would've been cool, but flying would be even cooler! I always loved flying. My grandfather used to take me up with him when he flew an old B-17 at airshows. Let me tell you, the view from the nose of that thing was spectacular.

While I was reminiscing, Twilight went over to check her instruments. Her expression grew more puzzled the more she looked at them, before finally I saw the lightbulb go off above her head.

"Yes yes yes yes yes yes yes!" she shouted, jumping in joy. "I think I finally figured it out! I have a method that could prevent this in the future!"

That got my attention. "Really?"

"Oh yes!" Twilight exclaimed. "I'll need to double check my math, but if I'm right, Ben, you could be the last human that unwillingly gets turned into a pony!"

I couldn't help but smile. It was a bit too late for me, but if anyone else found themselves in my hoes sometime down the road, then at least they'd have a chance. "That... that's great, Twilight."

"Yes, but I better record this new data before I lose my train of thought," Twilight said as she gathered up her tools. Without ceremony she teleported away in a flash of light, leaving Rainbow and I all by ourselves.

Now that I think about it, that was the first time we were ever alone together since the whole transformation business started. That could've explained the tension in the air.

"Sooo....", Rainbow Dash started to say.

"Yes?"

"Well, when you were talking about how everypony helped you, you didn't mention me at all."

"... what?" I asked dumbly.

"No no, it's okay," Dash said, her ears lowering in a pittying manner. "I haven't exactly been there for you these past few days. I kinda feel like I abandoned you."

"Dash..." I said, pausing a moment to find a way to word this correctly. "You didn't 'abandon me', as you put it."

Dash just scoffed. "Please. I haven't even been around since that first day, and even then I was only there because we woke up next to each other."

"Oh no, you missed a day. How will I ever cope." My tone was flat enough to serve as a table. "This isn't exactly your wheelhouse, Rainbow. I don't blame you for not being there for one day. It's not like you missed out on anything."

"Yeah, nothing but you losing your anal virginity," she muttered. Guess she didn't realize that my ears were as sensitive as hers now.

I couldn't keep the trollish grin off my face if I tried. "Oh really, Dash? You wanted to be the first to fuck me up the ass?"

The look on her face was priceless. Too bad she wasn't drinking anything because the spit-take would've been glorious. "Y-you heard that?!"

In response I merely reached over and teasingly flicked her ear. She swatted my hand away and I wa forced to retaliate by going for her ribs. My delicate fingers made purchase and began their assault. Over time I had learned just about all of Rainbow Dash's ticklish spots and I was about to put that knowledge to good use.

She tried to fight it; to play it off like what I was doing wasn't having any effect, but I knew it was working. Her barely contained snickers were proof enough. After less than ten seconds she dropped all pretense and burst out laughing. Works every time.

Mission complete, I let up on my tickle assault, allowing Rainbow Dash to catch her breath. This gave her ample opportunity to launch a counter-offensive, an opportunity that she did not ignore. Without missing a beat she grabbed just underneath my armpits and reciprocated her earlier treatment. I didn't even have the willpower to resist and burst out in guffaws. Turns out my ticklish spots hadn't changed a bit despite everything else.

Rainbow Dash was merciless in her assault, not letting up even when I fell over onto my back. She followed me down and kept on tickling, now focusing on my ribs just under my tits. I didn't even recognize the compromising position we had ended up in; me on my back with Rainbow Dash between my legs just shy of groping me. I figured it out pretty damn quick when an errant movement resulted in Rainbow's hand landing on my tit and giving it a firm squeeze.

A sharp intake of breath later and fun time was over. Well, it looked like it would lead to more fun time, but this portion was over. Rainbow, to her credit, looked apologetic.

"Ah, jeeze, sorry about-"

I interrupted her by pressing a finger on her lips. It was an accident, after all, no use getting all worked up about it. Still, such an act required retaliation. So, I grabbed her tits in kind. She bit back a moan as I continued to fondle her assets. Soon, though, she realized what I was up to and returned the favor. Pretty soon we dropped all pretense and were moaning like a couple wanton lasses.

Both our erections were rubbing against each other, adding to our pleasure as we continued to run our hands over the other's body. It was only a matter of time before one of us broke.

It was Rainbow who broke first. She pulled back and lined her cock up with my new slit. I had a feeling this'd happen the moment Twilight left the room. Old-me would've balked a he very idea of what was about to happen. The new-me, however, was only slightly hesitant.

Rainbow must've saw my trepidation for what it was, and she began cooing at me in a calming manner. "Don't worry, Ben. I won't hurt you."

I take in a lungful of air as I close my eyes. Dash is rubbing her tip against my lower lips, teasing me. I hadn't noticed how wet I was getting until now. I take a few more calming breaths and I open my eyes, giving Dash a quick nod.

Rainbow Dash smiles back at me. Ever so slowly her turgid member presses forward, parting my lower lips. I gasp, causing Rainbow to pause before she can even get the head in. She's about to say something but I wave her off. It doesn't hurt, per se, but it wasn't exactly pleasant just yet. Soon, the unpleasantness fades and I gesture for Rainbow to continue.

Slowly, she continues pushing herself inside until her head passes my outer lips and I let out a moan. I'm left panting as Rainbow pushes in even further. I now knew how the other side felt and it was amazing! Don't ask me to describe it, because I couldn't think anything beyond 'wow', 'holy shit', or 'fucking awesome' at the time. Then the head of Rainbow's cock brushed up against a certain spot at the halfway point and it was like fireworks went off in my head. I'm pretty sure that Twilight heard what we were doing. Hell, I'm pretty sure Applejack heard all the way out at Sweet Apple Acres. Turns out that a g-spot orgasm makes me scream like a banshee.

It was in the middle of that orgasm that Rainbow finally bottomed out. All of her cock was burried deep inside me, and I felt so... full. Don't look at me like that, it's the only word that works here. I certainly hadn't felt like this when Twilight was pounding my ass.

Then Rainbow began to pull out, and I let out a whine as I felt her leave. I wasn't left in a lurch long; she had only pulled out halfway when she thrust back in again. Her hands kneaded my breasts, adding to my pleasure as she slowly, rhythmically began thrusting. Her pace quickens every other thrust, and it isn't long before she is going at my pussy like a savage beast.

I am beyond cloud nine at this point. I have lost count how many times I've cum. Strangely, my cock hadn't shot its load yet, though it was leaking pre like a faucet. Not like I was in my right mind to notice such things at the time, really. All I noticed was my shaft begging for attention. Dash couldn't help, her hands were busy kneading my tits. Instead, I reached down and took matters into my own hands, pumping furiously at my meat. The dual sensation of being fucked in my pussy and stroking my cock was swiftly pushing me to the point of no return.

"I- I'm close," I shouted.

"Me... me too," Rainbow replied.

That was all the warning I got before Rainbow' hilted her flaring cock. Within moments I felt the first blast of cum painting my inner depths white. That threw me over the edge one final time. My own cock flared and jets of cum shot out, hitting Rainbow in the face. The first rope overshot and landed on her rainbow mane, while the net crossed her closed eyelids. The next couple went a bit lower, landing in her open mouth and on her chin.

As our respective climaxes receded, Dash pulled out of my abused cunny, allowing I reached down myself and scooped up a bit of our combined fluids, bringing them towards my face. Without hesitation I began to lick my fingers clean. My word, it tasted amazing. Like a combination of Rainbow's distinct strawberry flavor and something else I couldn't quite identify.

"Ah!" I cried out. Turns out Rainbow Dash had the same idea as I, only instead she had gone directly for the source. She began to lick my pussy clean of our issue and I was slowly getting herd again. But, before she could go too far, Rainbow stopped. With a moment to catch my breath my lngth went back down. I was now fully spent for the evening.

"That..." I began, "that was.... awesome."

"That it was," Rainbow replied with a smile, giving me a nod. "Think this is such a bad thing still?" she asked in jest.

"Not in the slightest!" I replied, only somewhat seriously. Yeah, it's gonna suck not being human anymore, but if having a vagina meant sex felt that good, it was a decent trade off.

Rainbow snuggled up against me and ran her hand through my mane. I involuntarily shuddered every time she accidentally brushed up against my ears.

For a few moments we just lay there silently, basking in the afterglow. I couldn't keep the dreamy grin off my face if I tried. Between the two of us, nothing else mattered at the moment.

It was Rainbow who disturbed such a peaceful moment. "So, tomorrow's the big day. Anxious?"

I grimaced. Rainbow Dash ladies and gents. Subtle as a flying mallet. "A little," I answered.

"Don't be," she said. "No matter what happens, I'll be right behind you the whole way."

"So long as you're not staring at my ass the whole time," I quipped.

That earned a snort of laughter from my girl. "Hey, it's not my fault you have a nice flank. A work of art like that needs to be appreciated."

My face went red as I laughed at that. She may not be subtle, but Rainbow definitely knew how to put me in a good mood.

We soon lapsed into a companionable silence. The day's events had finally caught up to me and my eyelids were feeling heavy. Rainbow must've been feeling the same way, because I heard her cute snoring just behind me. I simply smiled and let sleep take me. No matter what tomorrow would bring, I would face it on.

Author's Note

I swear, I'm addicted to world-building.

We finally had it. The penultimate moment of Ben's transformation. It was only right that Rainbow was there for it.

Next chapter we finally learn what he's changing into. Y'all have given your feedback and I have made my decision. Earth Pony was nixed right off the bat because, frankly, I think a story about a human turning into an Earth Pony has much less potential than the other tribes. Yeah, super strength, woo hoo, but that doesn't hold a candle to the ability to fly or cast spells, imo.