The Big and Cuddly Ursa Minor

by Foal Star

Rating: teen
Tags: Random, Slice of Life, Alternate Universe, Trixie, My Little Pony: Friendship is Magic
Length: 18924

After her defeat in Ponyville, Trixie accidently wanders into a cave with a Ursa Major. When she wakes the next day she finds herself adopted by the Beast. To make matters worse she eventually learns that her body is morphing into a Ursa Minor.

This fic takes place after the events of: "Boast Busters"

After Trixie lost to Twilight in calming down a rampaging Ursa Minor. Trixie fleed ponyville and wonders into a strange cave unaware of a Ursa Major that lives there. When the magician wakes the Ursa Major takes it upon himself to treat the grown mare like a cub, and keeps her from leaving the cave. As Time passes Trixie slowly starts to change from a unicorn into a actual Ursa Minor cub. Trixie realises she has to find a way to escape the cave and find somepony to help her, or be trapped in the body of a Ursa Minor forever.

Editor:The Fan without a face

Published 2017-08-23 18:40:07 UTC
Last updated 2017-11-20 12:44:53 UTC

Prolouge: Lost in the Everfree forest

Trixie, a once proud magician, was glaring at the ground, quietly grumbling as she stomped down the road. Her purple cape, with it’s yellow and light blue star design, dragged along the dirt as her back slouched. The mare’s head drooped with her hat with a similar design similar to her cape tilted over her face shielding her from the setting sun; not noticing the shadows growing around her along with the underbrush and trees.

As the defeated magician continued dragging her blue coated hooves on the ground, her face was twisted in anger as her mind focused on the source of her rage….a mare named Twilight Sparkle.

“How could The Great and Powerful Trixie be bested by some random no pony from a backwoods town!? She must have cheated using some magical artifact of some sort. No ordinary pony could handle an Ursa, even a Minor, so easily. The Great and Powerful Trixie will get her revenge on Twilight Sparkle, Trixie swears it!”

Her thoughts were interrupted by a long and ominous howl,her head jerking in surpriseat the sound. It was then a horrible realization entered the mare’s mind. “How...how did The Great and Powerful Trixie enter the Everfree Forest?,” she managed to stammer out, terror dripping from each word.

Trixie looked around, horrified as the leaves rustled overhead, and the howling of the wind rushing through the forest. The frightened mare backed up,staring into the darkness, with sweat starting to form on her forehead. A sudden loud snap prompted the mare to scream and run in terror through the trees.

“The Great and Powerful Trixie has to get out of here!”

Trixie stumbled on a river with the rushing water flowing through the forest. She turned her head out of fear scanning the trees, trying to calm her now hammering heartbeat.

“Alright Trixie, just have to calm down and think. Trixie got in this forest, Trixie can find a way out.”

Her confidence however, quickly began to deplete as she realized there was no way to cross the river. Thus to her regrowing dread, she slowly trotted back into the forest. As she continued to trek through the wood she quickly noted the sun’s descent, causing the darkness and her fear to grow. However, the fear quickly began to shift to frustration, with her hooves now stomping through the bushes.

With each step her anger quickly began to boil further and further, until she couldn’t contain it any further.

“THIS IS ALL TWILIGHT’S FAULT!? Trixie could’ve defeated that Ursa Minor by herself, all I needed was a little time to formulate a plan.The Great and Powerful Trixie would have triumphed! But that meddling, bucking mare got in the way and ruined everything!”

Her shouts echoed throughout the forest, causing many birds to fly off. Trixie only glared at the fleeing avians, spitting at them in disgust... “Oh wonderful, they’re probably flying off to tell Twilight and little her friends that The Great and Powerful Trixie is lost!? Fine go and tell them, Trixie doesn’t care! Just make sure that they know Trixie shall return and when Trixie does, The Great and Powerful Trixie will have her revenge!”

Once her outburst was over, Trixie let out a couple of deep breaths trying to cam herself down. However, she quickly felt a chill go down her spine, and saw the shadows falling over her. The magician slowly turned her head to see the moon now rising over the forest. The frustrated mare felt sweat pour down her face as she groaned out of spite, “Oh thanks a lot Luna, you couldn’t wait until Trixie was out of this forest!”

Then the howls started to grow in number,becoming louder with each moment.The worried mare screamed in shock and turned her head to the dark woods with a fearful look as she whimpered in a frightened tone, “Trixie needs to find a place to hide or be she’ll be Timberwolf chow!”

Seeing nothing and the howls growing closing, she trotted as fast as she could through the woods, whimpering as she did.

“Need to find a place to hide, come on Trixie you can do it.”

Trixie eventually came upon a strange cave, with an abnormally massive as well a dark entrance. The blue mare was tempted to try her luck in the forest as an eerie noise seemed to emanate within the darkness. However, the howls could be heard, even closer than before. She turned to the cave with a unsure look gulped and mumbled with a trembling tone, “Tr..Tri...Trixie has to be brave, The Great and Powerful Trixie will get through this.”

The mare closed her eyes and ran through the dark mouth of the cave. She continued to run until her breath became haggard, forcing her to stop, only to find darkness in every direction.. Trixie closed her eyes and steadied herself, allowing a small light to build at the tip of her horn.

With the cave now lite, her eyes scanned for any signs of life, but all she could see was cold stone floors and walls, covered with stalagmites and stalactites. The exhausted unicorn paused, listening to the whistling wind, waiting still she couldn’t hear the howls anymore. Once all was silent, she started to calm down. After her heart stopped racing, she started laughing hysterically as she turned towards the mouth of the cave with a smug grin on her face.

“Take that disgusting Timberwolves! Make that a lesson to any who try to destroy, The Great and Powerful Trixie!”

She then skipped off down the cave, her confidence returned, e making loud clopping noises that echoed around the cave. Trixie took the time to look about and gasped seeing a rough patch of leaves and moss on the ground. The magician eyed it suspiciously and whispered to herself, “Why is this here? Did another pony get lost?”

The suspicious Trixie looked around the cave and it seemed clear that she was alone. There nothing but the rocky cavern and somewhat uncomfortable looking pile of leaves. However, the growing weariness in her body made the pile as appealing as a bed at a five star hotel, “Well it’s better than sleeping on rocks.”

The exhausted and frightened mare stumbled on the makeshift bed of foliage, curling up tightly to try and warm herself. However, her growling stomach made that and sleeping, much more difficult,“Trixie just wants to go to sleep but I haven’t eaten anything all day.”

The hungry magician looked around and saw some berries lying near her face. The mare slowly crawled toward the fruit and sniffed them for a few moments before her eyes lite up with excitement. “They’re ripe.”

Trixie blinked in confusion at her declaration as she prodded her nose with a hoof. “How did Trixie know that these berries were ripe?”

Trixie shrugged and nibbled at the berries she continued devouring them for quite some time.
As she finished licking her lips, now colored purple and red by the berries, the magician found, to her dismay, she’d eaten all the berries. Her stomach growled again as her hunger was still unsated. The unicorn turned to the mouth of the cave again with the wind whistling through and gave a exasperated sigh. “I guess the Great and Powerful Trixie will find some more food tomorrow.”

She buried her head into her forelegs and curled up, shivering as she slowly dimmed the light from her horn.

“Things will be better for Trixie tomorrow, Trixie knows they will. Trixie will find another town and perform a show there and get a big a breakfast.”

As tired worn out mare’s eyes drooped and she started to drift off to sleep. A giant shadow fell over the mare…

Chapter 1: Trixie's new predicament

Trixie slowly awoke the next morning, and much to her surprise, was a giant breakfast buffet laid out in front of her. Quietly standing up, she gazed in awe at the long buffet table, which stretched all the way to the now sunlite cave entrance.. Trixie blinked asked herself, “Where did all this food come from?”

She went up to the table and looked over the food. From Pancakes drizzled with syrup, eggs sunnyside up, french toast, and glasses of orange juice lined along the long table, there was almost no end in sight. The drooling hungry mare smiled and squealed, “Somepony made all of this for The Great and Powerful Trixie! Trixie must find whoever made this and make them Trixie’s assistant but first Trixie shall eat.”

With her magic Trixie slowly picked up a fork and knife and was about to feast on the extravagant breakfast, when the food suddenly disappeared. All Trixie received was a blast of ice cold wind, sending her shivering into a ball on the floor. She shivered

“What’s going on? Where did Trixie’s breakfast go?”

The mare was then suddenly lifted into a purple furry blanket, wrapping itself around the whimpering mare.Trixie then looked up and saw Twilight’s smirking face, but it oddly looked more like a bear’s than a pony’s.

Said face was currently looking at the blanket clad magician, giggling at her confused expression, “Aww is the hungry and cold Trixie tired?”

Trixie glared at her with a stern gaze and shouted, “Twilight Sparkle? What are you doing here!?”

Twilight gave her a motherly gaze and cooed, “Oh hush little Trixie mama bear is going to make everything better.”

The monstrous version of Twilight opened her mouth and a giant long pink tongue fell out. Trixie shrieked and tried to pull away, but was helpless as the slimy covered muscle licked her body…

Trixie woke up with shock, feeling something wet and rough rubbing her coat with a slurping sound coming after each lick. Her eyes shot open to see a blanket composed of shimmering starry purple fur. The sight, while eye catching, prompted to the mare to shirek in terror,“What in Equestria!”

Her body promptly rolled over, only to be met with a soft sea of purple fur, falling into it with a soft plop.

She turned over as her eyes came face to face with the Ursa Major! The beast was monstrous, towering over the mare at least a hundred times over. Trixie could only gape in terror as she looked up into the creature’s giant, dull yellow eyes and red pupils. It’s body was fat and bulky, with a giant set of fangs that grew from it’s upper lip, and a giant blue star on it’s forehead. The sight of the titanic creature froze the poor mare in place barely able to form any thoughts or words. ,

“Oh my Celestia, when Twilight said the Ursa Minor was a baby I never imagined the parent could be THIS massive. And ponies actually believed I beat something like THIS!?”.”

A gentle hisss broke the silence and echoed throughout the cave, making Trixie to look down between her legs and saw the stream of piss dripping down her coat making her whimper.The Ursa Major eyed the soiled mare, lowering it’s massive right foreclaw towards her, prompting the magicians to scream and curl up like a mouse. However,he Ursa Major gently lifted the frightened magician up,placing her next to it’s soft, furry chest. Trixie turned to face, it again gulping in fright.

,”Um...Mr .Bear don’t eat Trixie please.”

The massive beast looked at the blue mare with confusion, before without any warning, began it’s thick tongue, slathering the frightened mare’s face with it’s tongue. Trixie groaned as she felt the creature’s massive tongue move along her back and fur, covering it in a thick coat of saliva. . When the licking thankfully ceased, Trixie put a hoof to her face, feeling the slime covering, replacing her previous fear with clear disgust. , “Ugh gross! Stop licking Trixie!”

The beast only offer low, guttural grunt, followed by another lick to Trixie’s cheek, prompting the mare to shout in anger , “You stop it this instant or you will be sorry!”

The giant bear simply lowered its head to where it’s single eye was at level with Trixie, before it gave a deeper more threatening growl.Trixie’s confidence and voice quickly shrank, as she managed to whimper out, “ T..Tr...Trixie is sorry.”

The magician almost regretted backing down, as she found herself enduring another tongue bath, which didn’t stop until she was coated in a second skin composed of bear saliva.a. When the Ursa Major finally finished the tongue bath and slowly placed Trixie back on the ground with delicate ease with saliva dripping from her coat and she coughed and wheezed, “Wh...Why did you do that?”

The Ursa Major growled and then turned its forelegs, before slowly picking something up in the far corner of the cave. That something, was big, blue, covered in stars and all too familiar to Trixie. Much to her surprise, it was the same the Ursa Minor that attacked Ponyville not two days, now being cradled like a toy in the massive claws of its larger twin. Trixie could only shudder and whisper in horror, “Ponyville is so lucky those stupid colts didn’t upset th...this thing.”

The Ursa Minor squirmed and groaned waking up from its nap, but the Ursa Major didn’t care and went to work taking it’s tongue out and slathering the smaller Ursa’s coat with saliva. Trixie just blinked wide eyed,fear painted across her face as she watched the strange scene before her.

”Wait...if the Ursa Minor is a cub….then that would make the Ursa Major…”

Trixie looked down near the Ursa Minor’s underbelly and saw something that confirmed her suspicions , “The Ursa Major...it’s...it’s the Ursa Minor’s mother? And...and…”

The mare paused and thought back to the hulking mother bear licking her fur and cuddling her. Then the answer came to her,“Does she think that the Great and powerful Trixie is a Ursa Minor cub!?”

Trixie turned her attention back to The Ursa Major, now finished giving the Ursa Minor a bath, if it’s shiny and slick fur was any indication. The mother bear then placed her cub next to Trixie and the younger beast’s prompt growl of anger made the small mare fear for her life.Surprisingly., the Ursa Major growled at the bear cub who responded with evident confusion across it’s face.. She snapped back at him, leading to a conversation of grunts and growls Trixie couldn’t hope to understand. Instead she merely observed the strange conversion taking place. “What in Equestria could they be talking about?”

As if to answer her, Ursa Minor began to snort and stomp about like a angry toddler. The Ursa Major shook its head, let out a loud grumble that echoed throughout the cave, effectively ending the conversation. The pair turned their attention to Trixie, lept back out of fright and stammered at the massive eyes now glaring at her.,

“Oh don’t mind that… it was just Trixie’s stomach growling.”

The Ursa Major gave a few snorts that sounded like a chuckle and slowly took the mare into her claws. Trixie closed her eyes and groaned “Not another tongue bath!”

However, Trixie was lowered to the beast’s massive breasts shoving the helpless mare into soft fleshy mounds. Trixie eyes grew wide when she saw where she was and shouted in protest, “No! no way Trixie is getting breastfed!”

But through all her protesting and kicking her face was pressed into the right one and her mouth clenched onto a nipple making hot cream shoot into her mouth. Trixie squirmed but the giant paw she rested in, holding her tightl. The frightened mare’s eyes went wide and in her mind she screamed,“This is so gross and embarrassing! The Great and powerful Trixie won’t drink milk from a teat!” She tried to push herself from the fleshy mound but the claws that held her grew tighter to the point that she couldn’t move. Trixie closed her eyes and took a deep breathe, stopped struggling and started to suckle gently at the nipple getting squirts of fresh warm milk with every suckle. The exhausted and embarrassed magician could only sigh as she pondered her situation, “This is so disgusting! But it looks like Trixie doesn’t have a choice.”

The magician continued suckling the teat as she heard another growl right next to her and the magician turned her gaze and saw the Ursa Minor right beside her suckling on the left side of his mother’s breast. He turned towards her with a angry gaze glaring back at his new rival. Trixie just rolled her eyes and turned away thinking, “It looks like the Ursa Minor still doesn’t like Trixie. But Trixie is betting he can’t do anything with his mom watching.”

The once Great and Powerful Trixie was now slowly suckling on the teat drinking up warm creamy milk like a newborn foal. However, there was something with the milk, Trixie could feel her body becoming extremely full to the point of feeling nauseated. Yet, every time she felt like pulling away, the warm creamy taste of the milk ceased all thought of stopping, and she continued to suckle. After a few hours of this Trixie pondered the situation with her body feeling dreadfully ill and thought to herself, “There has to be a way to get out of this. Maybe I can show this Ursa Major that Trixie drank enough and Trixie can stop.”

The magician stopped suckling the milk all at once and removed her mouth from the nipple with a pop. She then heard a low growl and the Ursa Major turned to glare at her. Trixie groaning from the milk patted her stomach whimpering “Th...the ..Great and..P..P...Powerful Tr..Trixie thanks you for the milk but Trixie is f..full...Trixie can’t drink anymore.”

All of a sudden Trixie felt the milk come up through her mouth and gagged throwing up milk all over the ground. The Ursa major looked stunned and with a massive paw grabbed her and with it’s tongue began to lick the mare again. Trixie let the tongue bath precede smirking at the sensation.,

“Well its better then being breastfed at least.”

That thought process was quickly reversed, when she was quickly shoved back to the teat and her mouth went over the pink fleshy nipple again. Trixie shook her head and pulled away shouting in anger, “Stop it, Trixie is not hungry anymore! Trixie is sick from all that stupid milk already!”

The Ursa Major just snorted and shove Trixie into her breast again. Trixie kicked and screamed but the mother bear wasn’t letting up. Trixie turned to the nipple she grumbled but placed her mouth on it once more and started suckling again. Slowly and surely the exhausted and bloated mare started to feel drowsy. “Maybe after some sleep Trixie can find away out of this cave. When Trixie does she’ll get her revenge on this Ursa Major for this humiliation. Someday…” Her thoughts were cut off as her eyes slowly closed, being began lulled into a deep slumber.

A few hours later Trixie woke to a gasp feeling something poke her back and yet again could only see the sea of purple star filled fur. The mare wiggled and squirmed but something shifted around and she groaned as her body felt tender to move.

“What happened? What’s going on!?”

Trixie giggled and grunted until she found her way out of the mountain of fur,d poking her head out gasping for air. Trixie took some deep breathes before worming her way out of the underbelly of the Ursa Major. When she finally broke free she squealed “Yes Trixie escaped!’

Quickly clamping her mouth shut as she remembered her situation, she turned to pair of bears, thankful for what she saw. The Ursa Minor snuggled into his mom’s belly with a paw in his mouth slowly sucking on it. The magician smirked at the scene and scoffed, “So a Ursa Minor really is just a baby afterall.”

The mare then turned her attention to escaping the cavern and steadily crawled away from the slumbering bears and then she suddenly fell backwards with a gasp and onto the stone floor with a plop. Trixie was stunned and looked down at her legs and gasped to see that they grew plump, a belly protruded outward rounded with blubbery fat. The astonished mare gently took a hoof and rubbed the belly moaning a little at how tender her body felt. Slowly, she took her hooves and touched her fattened cheeks rubbing them to feel how soft and tender they are. Lying there Trixie could only whisper, “Wha..what’s happened to The Great and Powerful Trixie’s body?”

The chubby, confused mare got back on all fours and started to waddle away as fast as she could towards the entrance of the cave. The trek was quite difficult, with her belly swaying back and forth, making a strange e squelching noise that echoed throughout the cave which each wobbling step. Trixie also started to feel the affects of the excess weight, her body was slower and she was already heaving from walking a short distance. The mare paused and plopped onto the stone floor with a grunt to catch her breath.

She sat there wheezing trying to maintain her breathing. ,”Don’t worry about it, Trixie just has to get out of this cave first. Then Trixie can fix whatever is going on with Trixie’s perfect body.”

With some difficulty the magician grimaced as she stood on all fours again, with her body shaking from carrying the excess weight. She continued waddling towards the mouth of the cave until her hooves felt soft grass and she gasped in shock to feel how gentle and soft the grass felt on her pudgy hooves.

The mare looked around her, the dark trees, birds chirping, and the sun slowly rising above the horizon of the Everfree Forest. Trixie took a deep breath of fresh crisp morning air, letting out a contented sigh. “Alright Trixie got away from those disgusting Ursas. Now Trixie just have to find a way out of this accursed forest.”

Trixie slowly waddled through the wood, with only that sounds of her squelching fat breaking the silence. But she eventually found a small pond and and jogged clumsily towards it, still grunting heavily due to all her extra weight The mare sweated profusely before reaching the pond. However, when she finally looked into the calm waters, she recoiled in shock at her reflection, showing just how much an impact her weight gain had affected her. The sight brought Trixie’s anger to a boiling point, prompting her to shout loudly to the sky above. “It was that accursed Ursa Major’s milk that did this to me! I swear The Great and Powerful Trixie will destroy that monster for this!”

Then a shadow rose over her, bringing the mare to quiver as she turned to find thee Ursa Major now towering over the magician. Trixie screamed and started to run in fear but was scooped up by the Ursa Major’s massive claws, and the lumbering beast carried Trixie back into the cave and plopped the chubby magician right next to her still sleeping son. Trixie cursed and slowly turned to the bear and with a sheepish expression gulped and asked in the sweetest tone possible,”Um...Mrs.Ursa Major?”

The hulking purple bear grumbled and turned towards the magician. The Trixie gulped and asked,”Um Ursa Major T..Trixie is not a cub or a baby. Trixie is a full grown mare… Please Trixie just wants to leave.”

The giant bear growled and sniffed her and nudging her to the giant bed of moss and leaves. Trixie rolled her eyes and groaned then shouted, “Trixie, is not tired! I don’t want a nap!”

The Ursa Major raised itself and gave a loud roar,making Trixie whimper and tremble in fear as another hisss echoed throughout the cave. Trixie slowly peered down too see more urine dripping onto the stone floor below her hooves, and started to tear up, “Wh..why is this happening to Trixie?”

The Ursa Major gave the mare a warm smile before picking her up into its claws and stumbled back into the moss and leaves. The mother bear began to lick Trixie again, who was too stunned and scared to care as thoughts raced through her mind, “What’s happening? Why is Trixie losing control of Trixie's bladder? Why is Trixie growing pudgier? Something weird is happening and Trixie needs to escape.”

Trixie was so consumed by her own thoughts she barely realised that the Ursa Major was done cleaning her and was laying down with the mare and her cub, cuddling them near her ocean of fur. Trixie turned to the Ursa Minor still snoring deeply and she whispered in a frightened tone, “But even if Trixie does escape, what’s going to happen to Trixie’s body until then? Will Trixie become a Ursa Minor too?”

Chapter 2: Trixie's first escape!

Trixie woke the next morning with a jolt, turning her head to see the hulking Ursa Major lifting the mare near it’s bulging teats again. The still groggy magician just sighed, latched on one and started to suckle the hot, creamy milk from the breast. Oddly enough, Trixie was actually starting to enjoy the taste, gulping it down for several minutes without stopping.

“Who’d have thought Ursa Major milk would be so rich and creamy? I can't think of anything that tastes, pity I have to suckle for it like a newborn.”

Trixie continued to suckle for sometime, until she started to become drowsy and was slowly lulled into the comfort of the Ursa’s belly.

However, she was suddenly woken again, as the Ursa Major lowered the magician into the bed of leaves and roots, nuzzling her as she did. Trixie turned to the Ursa Major and returned the gesture, nuzzling the giant purple cheek, with the Ursa giving the mare a massive, motherly smile. The Ursa then slowly turned to her son, picked him up by the gruff of his neck and lumbered to the side of the cave to breastfeed him.

Trixie just turned on her side with a loud plop from her belly,slowly rising from the nest on all fours, groaning from the excess weight on her aching muscles. Once she was able to stand, she slowly turned towards the mouth of the cave, light breaking through the darkness. The sight prompted an unamused glare from the mare, who grumbled sleepily,“Trixie can’t believe it’s morning already.”

Trixie groaned, slowly heaving and puffing as she stood upwards,wheezing with each movement., “What is happening to Trixie's body? It feels like Trixie ate a ton of bricks last night.”

Her perplextion over her weight ceased, when she felt something soft fall from her head. She brushed the spot on her head for a few moments, before lowering her hoof to her face. To her horror, there were clumps of very familiar looking, blue and white hair on her hoof,”Trixie..Trixie’s mane!”

Trixie brushed again, with greater vigor, revealing more clumps and pieces. The action persisted until, to her growing distress, she felt nothing but a few strands of mane hair, amidst her fur. The poor mare’s pupils shrank as she started to whimper and tremble in shock.”T..Tr...Tri…”

She gulped rubbing her hoof over her head again, trying to find any sign of her mane, only to feel her fur. The confirmation hit her like a battering ram, and she responded the only way she could….screaming., “TRIXIE’S BALD!”

Trixie then noticed some weight was missing from her rump and gulped. The mare slowly turned to her backside, finding her tail and cutie mark were gone! The showmare tentatively brushed her flank, numb with shock as she tried to confirm what she feared. When it was clear that her tail and cutie mark were truly gone she responded with….more screaming. “Where did Trixie's cutie mark and tail go!”

She circled her rump, gasping for breath, having to try and keep herself from going into a panic attack. Her sense of calm was quelled when she saw the Ursa Major had returned its attention to her.. As the frightened magician looked up at her captor, she whimpered out,”Ur..Ursa Major. I’m cl..clean and full..I...I would like to… to leave, please?”

The Ursa Major just gave a snort, crawling over to the mare, and nudging her towards the entrance of the cave. Trixie could do nothing but slowly get up, straining from the excess weight, and toddling towards the entrance, while the Ursa Major continued to push her, with it’s oversized muzzle, out of the cave and into the sunlit, Everfree Forest. Trixie lumbered in silence alongside the Ursa Minor who kept giving her a nasty glare, the two eventually reaching the pond outside of the cave.

Trixie gulped as she looked down at the stagnant water, moving closer towards it and just stared at the reflection. The sight brought renewed horror, not only was she bulkier and taller than anypony she’s ever seen, but her now clearly maneless head gave her cause to stare in morbid awe. Trixie's blue and white mane was completely gone, and tiny sprouts of strange starry blue fur was growing all over her coat and face. The sight brought the mare to a whimpering mess, left only to ponder her current situation., “Is..is this it? Is Trixie going to become a Ursa Minor?”

Lost in thought, the paralyzed mare didn’t realise she was being pushed by huge claw, crashing into the water with a huge splash. Trixie quickly surfaced,shivering from the cold, crisp water, seeing the Ursa Minor gently enter the pond, quietly grumbling to himself. The Ursa Major smirked as it towered over them. Trixie, confused, turned to the Ursa Minor and asked,”So what does she want us to do?”

The Ursa Minor turned and splashed a massive wall of water at Trixie, knocking her back. Trixie quickly rose up, anger clear in her eyes,her horn quickly ignited, shoving a wall of water right back at the Ursa Minor. The Ursa didn’t take kindly to the aquatic assault, roaring back at Trixie in fury. Trixie in turn and to her own surprise, took a deep breath, and without warning,gave a loud guttural roar right back at him, making the Ursa Minor blink in surprise at the sudden outburst. Once her senses were regained, the soaked magician mirrored the Ursa’s shock at her actions. She whispered to herself, “Did that roar come out of Trixie?”

Trixie slowly turned to the Ursa Major, again smirking at the mare as if she knew what was going on. Trixie turned back to the Ursa Minor, now crossing his paws and resuming his previous frustrated grumbling towards her. The sight got Trixie to smirk. “He’s jealous that Trixie is getting all the attention from his mother.”

Unfortunately for Trixie, her smirk/subtle mockery, prompted the Ursa Minor to roar in frustration, before he started to charge Trixie charging. The massive bear, collided with Trixe at full speed,pushing her across the pond like with minimum effort. The mare shrieked as she was pushed, trying to cover herself with her forehooves after reaching the ponds edge. However, the Ursa Major’s shadow suddenly fell over the pair, growling glaring angrily at her son. The Ursa Minor quickly lost his courage, instead whining and stomping his legs like an angry foal. The Ursa Major only shook its head in annoyance, clearly annoyed at her child’s petty display. When he finally settled down, the Minor took a seat in the pond, pouting as he sat, which would have been adorable were it not for his size.The Ursa Major shook her head,scooping up her son before carrying him out of the pond.

Trixie, seeing the events unfold, realised that both the Ursa Major and Minor were away. A sense of excitement grew, as she turned her attention to the Everfree Forest. “This is may be Trixie’s best chance of escaping.”

She slowly got up and started to waddle towards the dark forest. She grunted with each step,her soaked fur and added bulk weighing her down, made more arduous by the leaves and twigs catching onto her fur. Yet, she still trudged onward, her exhaustion growing with each second she moved through the Everfree Forest. However, after only a few minutes of running, her belly started to swell outwards, causing her to fall on her bottom with a loud plop, groaning all the way.

“What’s happening!”

To her growing surprise, her hooves started to grow,becoming pudgier as starry blue fur grew all over. At the same time, she could feel her body swell and grow as well.

It didn’t take long for her to figure out the cause of her transformation. “It's that stupid Ursa Major’s milk!”

She shrieked once again, realizing her voice was now gruff and coarse. Trixie panicked, quickly getting up and waddling away as fast as she could, leaving behind clumps of blue fur along the way. However,as she grew bigger, so did her exhaustion, as she continued panting and heaving more deeply with each step, before stumbling over a root, onto her belly. “Tr...Trixie can’t do this...Tr...Trixie doesn’t think she can take...another...step.”

She somehow managed to push herself up, seeing again how big and pudgy her legs were, all covered in starry blue fur. She finally plopped onto her chubby rump and leaned against a tree. She looked up at the sun, tears leaking from her eyes she shouted in frustration, “Trixie was so close...so close to getting out of this stupid forest!”

Of course nopony responded and soon she could hear the roar of the Ursa Major, her heavy footsteps growing closer as she crashed through the trees. . The mare simply started to cry once again, feeling completely defeated. There was no way she could outrun the Ursa in her current state and even if she did, how could she return to Pony society the way she was. By all accounts, she was completely stuck.

“This is it, this is the end of The Great and Powerful Trixie.”

She closed her eyes and could only hear loud booms coming closer towards her, with trees being smashed just a few feet away. It was then, that everything became silent and the frightened magician felt herself being picked up. The Ursa Major threw her into a giant hug, crushing her face into the sea of starry fur, nuzzling her and licking the mare’s fur again.

Trixie blushed, her feelings of hopelessness and grief, replaced with something akin to love for the massive creature. Thus, she let let the Ursa Major finish cleaning her up, offering no resistance. The giant bear took the mare by the gruff of her neck and started to lumber towards the cave. Trixie was just stunned as she swayed back and forth, piddling a little on the forest floor, thinking about what she could do with her current situation.

“I guess that the Ursa Major really thinks Trixie is just a baby Ursa Minor. That means she won't hurt Trixie. Maybe just maybe...Trixie can bide her time and get used to this body, and then Trixie will make her escape.”

Chapter 3: The Ursa Minor Cub

It’d been two days since Trixie had been taken in as an Ursa Minor. She was now sleeping inside the cave, nuzzling into the warm embrace of the Ursa Major, along with her son. The magician’s body was now now almost unrecognizable, her light blue coat being replaced with a thicker, starry blue coat. Her body was now huge, with her skin and fat ruffling around in sacks, her body now built more like a bear, with massive shoulders and huge, thick legs. However, her hooves were still shaped roughly the same, along with her face retaining it’s equine features. Otherwise however, she seemed to be just like the Ursa Minor. The mare twitched an ear, feeling something strange on her backside. She grumbled turning her head to see what it was and her eyes went wide when she saw the foreign object, “A tail? wait…what?”

The surprised magician stared at the tiny fluffy thing, nothing more than a starry blue patch of fur on her rump. the mare wiggled it about, the sight of it twitching and turning caused the mare to sigh.

“A bear’s tail, Trixie should’ve know she was going to get one sooner or later.”

She then heard yawning and turned to see the Ursa Minor cub stretch its giant limbs, along with cracking it’s back. The grumpy beast turned its gaze towards her and pointed to his mom’s underbelly, grunting. Trixie shook her head and grunted back, trying to say, “No you go first I'm not hungry.”

It shrugged and turned to its attention mom’s teats. Trixie giggled as she lowered herself, waiting and watching the older Ursa Minor enjoy it’s breakfast. Once he seemed fully settled, Trixie ran at him at full speed, pouncing on the Ursa Minor, making him roar. But it didn’t last long, as Trixie rolled the Ursa Minor over and tugged at his ear playfully. The cub chuckled at the interaction, rolling the magician from his back and onto the floor, landing on top of her with a smirk. But, Trixie wasn’t done,kicking the big blue bear off her and into the back of the cave, before pouncing on top of him, pinning his paws to the floor, and using her horn’s magic to subdue him.

“Surrender?”

He looked into Trixie eyes with a pout and gave a whine, with the mare smiling back. Her opponent defeated, she lowered her horn, allowing it’s glow to fade. However,without a warning, then booped her “brother” right on his big, black nose. The Ursa Minor was stunned at what happened,looking confused at the mare, only for her to blush in response., “Trixie wanted to do that for sometime, hopefully he’s not to angry.”

The Ursa Minor, not understanding the gesture, took a paw and slowly booped Trixie back, making her laugh. She booped him again, leading the two to start aa boop fight, with the pair booping back and forth or sometime. The playing only ceased when the two heard a loud grunt, making the two “cubs”turn to see the Ursa Major rolling to her side revealing her breasts. The two waddled over to them and cuddled together, drinking up their breakfast, playfully batting at each other's noses. Trixie honestly, couldn’t help but feel happier and even safe with the Ursa family.

“This isn’t too bad. Trixie is actually quite happy, but still, Trixie wants to be a pony again. Trixie can’t lose focus, Trixie must find an escape.”

Her thoughts were interrupted as she was lifted for after another tongue bath, which lasted for quite some time. However, she’d since grown accustomed to the routine even but finding it soothing and relaxing, like being cradled in a big starry blanket.

“This is so comfy! Trixie has never felt so relaxed in Trixie’s life!”

Eventually she was placed down, and saw that it was the Ursa minor bathing time. At the same time, she felt pressure in her bowels and bladder, causing her to blush as she crawled to the back of the cave. Upon her relief, the scent nearly turned her body green and made her gag, “All that milk really goes through you. Hopefully I can eat something else soon.”

Then she got up, wiggling her tush and crawling back to the mother bear, who’d since crawled over to nudge the pair of cubs, out into the sunlit forest.

The sight of the Everfree Forest, brought a wide smile to the showmare,having grown infatuated by the sights and sounds of the forest. From the sweet chirping of the birds, to the whistling of the wind, mixed creaks and croaks from the pond nearby, it was all quiet soothing.. The Ursa Minor itself was looking around, sniffing the ground, and nibbling on some nearby berries . However, the sound of an all too familiar growling interrupted Trixie’s serenity. Trixie eyes shifted, spotting a group of Timberwolves staring at her, slowly advancing on the mostly transformed pony, who was stunned by their presence...

“Oh no timberwolves! Where did they come from!?

The group charged at her, only for the Ursa Major to step forward and roar, causing the piles of dead wood to flee back into the depths of the forest. The mare turned to the Ursa Major, currently standing over her, who nuzzled Trixie while looking her over for any injuries. The entire exchange made Trixie realize something. “I have to admit, with a Ursa Major even Timberwolves aren’t a threat.”

When the mother bear was finished, she helped Trixie up with her snout,leading her back on the trail, eventually coming upon a bustle of berry bushes of every kind in a small sunlit grove. The Ursa cubs could only gape at the bounty.

“My, that’s quite a lot of berries!”

The Ursa Minor was already rolling around, gobbling as many berries as he possibly could, while Trixie hadn’t moved an inch. The Ursa Major nudged her towards the fruit, to which the transformed mare did, though with a deal of uncertainty.. She reach of bush of bright, purple berries, which she nibbled at hesitantly, before n squeaking in surprise at how well they tasted. Now certain of their taste, the mare promptly gorged herself on as many berries as she could consume, before she was toppled over by her “brother.”. Said Ursa was Ursa Minor standing ontop of her smirking as his surprise attack. Trixie, a little dizzy but unfazed, shouted in response , “Oh yeah! No Ursa Minor will defeat the Great and Powerful Trixie!”

Her horn started to glow as she got up, ready to charge the Ursa, only for her to lose her balance and fall head first, her horn shattering on impact. Trixie, once back on her hooves, whimpered at the sight of her once beautiful horn, now in tiny blue fragments.

“H..how did that happen? Trixie’s horn..it..it’s gone!”

She shrieked trying to pick up the pieces, but the porcelain pieces, crumbled into dust with a and scattered with the wind. Trixie was so astonished and saddened by losing her horn, her whimpering turned to a scream, “Trixie’s horn, IT’S GONE!”

She started wailing in sorrow, clutching her oversized hooves to her face, with tears streaking down her cheeks. The Ursa Minor turned, unsure of what to do, before lumbering over and embraced her into a warm hug. Trixie was stunned by the gesture, but held the embrace for a long while, mourning her horn. “Trixie will get it back, Trixie is sure that Princess Celestia, or Luna or….even Twilight can cure Trixie, and she’ll have a new,better horn.

Seeing Trixie still saddened, the Ursa Minor gently took a claw and booped the mare’s nose, making Trixie look up at the big, blue bear with a smile, “It’s funny,Hhe's become almost more like a big brother to Trixie now. “

The mare embraced the bear, nuzzling his face in thanks for his comfort, while noticing the Ursa Major looking on with motherly approval at her son’s actions.,However, Trixie was pulled from this moment of somber comfort, by what sounded like heard somepony humming through the forest. It was faint, but she knew it had to be a pony. Thus, once the Ursa Major had turned her attention away, she released her hold on the Ursa Minor and quickly made her way towards She the woods, seeking the source,

“Somepony is out there. Whoever they are, Trixie must find them, if only to see if they can help Trixie somehow..”

She eventually came upon what appeared to be a strange, striped pony, adorned in gold jewelery, quietly humming to herself as she gathered what appeared to be herbs.

“Is that.…. A zebra? All the way out here?”

Said zebra, looked up, only to gap slightly at the sight of the oversized Trixie, sporting her large blue, star covered coat. Yet her eyes shifted from shock to analytical and finally understanding. “Unless my eyes need to be made finer, I’d saw you are somepony changing into an Ursa Minor.”

Trixie nodded as she replied, “Yes my name is Trixie and Trixie needs your help. Please, send somepony to get Princess Celestia, the Royal Guard, Trixie would even be grateful for Twilight Sparkle. Trixie has been held captive in a cave by an Ursa Major, and I’ve slowly been turning into a Ursa myself. Please, Help Trixie.” .!”

Zecora replied, “Help you escape I will do, but cure you first, we must do. Come to my hut you must, you want to leave soon I trust.”

Trixie paused, wanting to get as far from the Ursa Major as possible, but knew that she’d figure out that Trixie is missing. The showmare promptly groaned groaned. “Yes Trixie does want to leave, but the Ursa Major is nearby. She’ll hunt Trixie down and probably hurt you or worse turn you into a Ursa Minor too.” Then as right on cue, a loud roar echoed through the forest, making Trixie shrieked “You have to go now!”

Trixie lumbered off towards the roar, leaving Zecora blinking with surprise, before running in the other direction,, “I must go in haste, and tell Twilight with no time to waste.”

That night, Trixie had returned to full play mode, with the g Ursa Minor,tumbling around the cave, causing it to rumble as they played. Eventually, the Ursa Major gave a grunt, stopping their pay and prompting them to crawl into her embrace. They snuggled next to each other as the Ursa Minor booped her nose again and Trixie booped the bear’s nose as well, the Ursa growling to make them stop.. Trixie giggled and snuggled into the blubbery fur and slowly drifted,waiting until the snores echoed throughout the cave. Once she was certain the two titanic bears were asleep,Trixie slowly wiggled herself free from the big purple bear’s grasp. Once she was free, she quickly and silently, made her way towards the cave entrance, but made a turn towards the two bears,and uttered out a single, “Goodbye.”

She quickly made her way out of the cave and into the dark, Everfree Forest. She sighed, looking around easily, her eyes having adapted to the darkness during her time in the case, she slowly trotted through the wood. All the while, she listened to every creak and sound in the forest, jumping occasionally at a noise, but pressing onward.,

“Just keep moving, Trixie needs to get to Ponyville.”

However, her hooves continued to ache, before a sharp pain coursed through. A quick look down caused her to shriek, seeing her hooves turning into paws, with claws slowly poking through.

“Oh come on! When will this end?”

She groaned and twisted, trying to compensate for the change to her body structure, only to feel i her face grow hot and her nose started to form into a long snout, turning her shouts d into grunts and roars. Trembling ,she laid down curling up into a ball feeling hopeless, now completely changed and unable to even speak. However, out of nowhere a whisper echoed, “He..hello...Tr..Trixie?”

Trixie’s eyes shot open, recognizing the familiar, almost silent whisper voice. Sure enough, she spotted a yellow coated pegasus, with a light pink mane, slowly trotting up to her, shivering and trembling with each step.
”A..are..are you Trixie?”

Trixie tried to respond to the pony, ”Yes, I'm Trixie!”

However, all she managed were guttural, which actually made the normally skittish pony coo at the giant bear.”Oh that's good, and I'm surprised you speak bear now. It’s okay,I take care of bears all the time and learned their language, but I have to say you’re my first Ursa Minor.”

Trixie rolled her eyes and grunted, “Good to know, can we go now?”

Fluttershy gulped and explained. ”We..wel I love to and all, but Twilight read about your condition,..and..well she knows that the Ursa Major is treating you like a Ursa Minor cub. Which means if she found out you were in Ponyville, it could put everypony in danger.”

Trixie grew angry and roared,“What are you saying!? Do I have to stay here even longer!”

Fluttershy meeped stepping back mumbling, ”Bu..but that only means you should stay here for a little while longer, only until the Ursa Major goes into hibernation, I’m betting..th..that's why she’s making you eat a lot huh.”

Trixie’s eye twitched angrily at Fluttershy, obviously annoyed at even contemplating staying with the Ursa for another moment. However, she couldn’t fault Twilight’s logic and she didn’t want to hurt anypony, so she nodded in agreement.

Fluttershy in turn clarified at what the transformed mare had to do, “You only have to stay here for another day or two. I promise i'll come back every night to see if you’re here until you're certain that the Ursa Major went into hibernation.”

Triisx sighed and grunted, “Okay Fluttershy, Trixie will wait.”

Fluttershy came up to her and patted her muzzle, and nuzzled her “I gotta go now, but I’ll be back you be a good little cub.”

Trixie snorted, “Try not to be so cute about this.”

Fluttershy giggled lightly at Trixie's attempt to be scary, before fluttering off, leaving Trixie to think about her situation.

“Well at least ponies know where Trixie is. Hopefully this Ursa goes to hibernation soon, I don’t know how much more I can take before I go insane.”

With another sigh, that turned into a growl, the now fully transformed Trixie, slowly made her way back to the cave. Though at least now with some hope that soon this, “unusual” experience for finally be at an end.

Chapter 4: Trixie's new home

A week has gone by and Trixie was now waited, snuggling deep into the Ursa’s warm fur, but Trixie kept her mind busy to avoid falling asleep, until she heard the snores of her captors.

“It’s strange as much as Trixie wishes to flee and return to her normal life, she can’t help but feel saddened by such thoughts. If nothing else, these two have shown no ill intent towards Trixie….However, I can’t let that stop me. Trixie is a pony and I wish to return to how i was and I will do so, no matter the cost.”

Trixie waited a few more moments, taking one deep breath, before slowly getting her large body up. She walked towards the entrance of the cave looking towards it before taking a pause to look at the sleeping Ursas. With one last longing look she gave a long sigh and whispered, “Bye you two, hope you have a good hibernation.”

Trixie then slowly turned towards the entrance of the cave and slowly wobbled out into the moonlit Everfree Forest. She continued at a sluggish pace through the cold woods, until she heard a psst. Trixie turned her head to see the shy smile of a familiar yellow pegasus. “Oh uh..he...hello again, are they finally hibernating?”

Trixie gave a small nod, causing Fluttershy sighed in relief., “Oh that’s wonderful. Come on then let's get going.”

She lead the transformed Ursa Minor through the Everfree Forest, who only grunted as she strained to keep pace. “So where exactly are we going?”

Fluttershy gave her companion a warm smile and whispered sweetly, “Oh just back to my cottage. You’ll be staying with me until Twilight can whip up a cure.”

Trixie with a confused look posed the obvious question. “Wait, Trixie is a Ursa Minor? how can she stay in your cottage? Trixie doubt she’d be able to get inside, much less live there”

, “Oh, you don't need to worry about that. My friends helped build a little house just for you. In fact they’re probably finishing it right now.”

Trixie’s eyes went wide with surprise, “Really? They did all that for Trixie, even after what she did?”

Fluttershy nodded as she fluttered by the big purple bear, ”Oh yes of course, nopony should ever go through what you have.” Fluttershy then leaned towards one of Trixie’s ears, “Also, while they won’t admit it, some of the others agreed we may have been a little rude ourselves. Either way we’ve put the whole affair behind us.”.”

Trixie whimpered a little, genuinely touched by the sentiment, “Thank you, but are you sure it’ll be okay for me to live with you until Twilight finds a cure?”

The yellow coated pegasus cooed in response. “Of course it is, i've taken care of baby bears before, I don’t think you’ll be much different.”

The Ursa Minor shook her head at what Fluttershy said and stomped a paw and growled. “Trixie is not a baby.”

Fluttershy however, merely responded with a familiar motherly smile , “Oh well, I’m Sorry but you’re still technically a bear cub. From what Twilight told me you're actually no older than a few months in Ursa Minor years.”

Trixie’s jaw practically detached at apparently definitive classification of her as an infant, turning red and pouting in embarrassed anger. ”Does that mean I have to wear diapers?”

Fluttershy giggled sweetly. “Oh no, you’ll have the whole yard to yourself, so you can go wherever you like.”

“My doesn’t that just make Trixie’s situation all the more appealing. Anything else Trixie should be informed of.” Her deadpan delivery served to remind the animal caretaker that while the stage Mare was accustomed to her situation, didn’t mean she enjoyed certain aspects about it….like being too large to use a proper bathroom.

The pegasus fluttered by her and whispered, “ Well..um...you’ll still need to drink formula since your large body needs a lot of nourishment. Luckily, we found a company that makes it for bear cubs.Twilight also enchanted a blanket that heats up to keep you warm at night and even made an oversized pacifier. I myself bought you some mashed berry foal food that t I’m sure will help with digestion.”

Trixie all but moaned at the growing indignities she was visualizing following the Pegasus’s words. “And thus Trixie’s indignity continues, almost makes Trixie miss the breastfeeding….almost.”,

The two eventually made their way back to Fluttershy’s quaint, little cottage.,

“My, Trixie is impressed with you abode Fluttershy. Very rustic.”.”

Fluttershy blushed at the compliment, hiding her red face behind her wings. “Thanks...glad you like it but..”

She pointed a wing near her place to a hut with a thick stone roof and a wide opening, “That is where you’ll be staying until we can find a cure.”

Trixie sighed looking at it with a unamused face, “Well it certainly looks more welcoming than a cave.”

As the pair drew closer, both caught sight of Applejack in the process of finishing construction of the structure. She turned and gasped at the hulking Ursa Minor lumbering towards her. “Oh my Celestia it is true.”

The farm mare quickly jumped down from the roof with a grunt, “Did what I could to make something for ya, hope ya like it.”

Trixie gave it a quick look over, examining the structure. “Well I think it could use some more work, but it looks alright for now I guess.”

Applejack smirked., “How about ya go in and see if it's comfy?”

She shrugged and wobbled inside, seeing the rocks overhead reminded her of the cave, but it was nice and warm. She felt something crinkle beneath her paws and looked down to see the ground was padded down with a white fluffy fabric. She looked at Applejack with a confused look and gulped, “Um whats this?”

Applejack giggled as she strokes the back of her head completely clueless, “Um, Fluttershy, mind translating?”

Fluttershy turned to Applejack and giggled. “Oh she’s just surprised by the soft floor.”

Applejack turned to Trixie with a yawn and explained. “Well seein’ that we didn’ want ya sleepin on a hard floor and that ya not going to be able to control your bladder. This is like a big diaper covering the ground. It's super soft to sleep on and can absorb everything and anything that leaks out of ya. Heck, it can even be changed out too. Rarity made a dozen or so.”

Trixie, unamused at the reminders of her unfortunate bladder control issues, plopped her big rump down on the fabric, poking at it curiously at the strange crinkling noises it made. Fluttershy cooed, “Oh I think she loves it Applejack.”

The farm mare sighed, “Well that's good to hear, I'm sure this’ll work out for the time being. Hopefully though it won’t be for too long.”

Trixie continued to pad and paw around at the strange material underneath her, when another familiar voice threatened to rip apart her ear drums.

“Is that Trixie she's so CUTE!”

The transformed mare quickly found her blue fur being assaulted from multiple angles, only catching glimpses of a pink blur running across her massive body. g “Wow she so soft! And fluffy! How did you get so fluffy!”

Trixie in turn growled angrily at the unwelcomed contact, getting the attention of the two other mares. “Trixie is NOT some plush toy to be handled. I have put up with enough indignity as is.”

Applejack was quick to pick up on her discomfort let out a loud whistle, “Pinkie, I don’t think Trixie appreciates being handled like that. Might be wise to stop.”

Fluttershy nodded, “Yes, while petting animals is fun, you should only do it when they enjoy it rather than trying to force it on them.”

The pink blur, quickly halted in place, revealing the titular party pony, who was still bouncing in place oddly enough. “Oh sorry. I thought big fluffy things liked being petted!”

A loud gasp quickly halted any retort Trixie might have had, revealing the pony to who not to long ago, Trixie had blamed for all her misfortunes, Twilight Sparkle, flanked by the remaining members of her group Rarity and Rainbow Dash.
“Hehe, looks like the Great and Powerful Trixie really let herself go.” Dash chuckled light, trying to avoid going into full on belly laughs at the mages condition.

“Honestly Rainbow Dash, must you be so uncouth. The poor dear has clearly suffered enough as is.”

Twilight however, remained silent, horrorstruck at the sight before her. “Is that really Trixie?”

Fluttershy turned to face Twilight with a sad smile , “Yes, though you shouldn’t worry too much Twilight, she seems to be taking it pretty well and is more than willing to wait until you make up a cure for her.” ..”

Twilight,still astounded looking Trixie’s body, only offered a half hearted nod., “Of course, I’ll do everything I can to find a cure. It's just...I mean whatever changed her must be some kind of very powerful magic.”

She went over to Trixie's side and took out a pair of scissors, offering a sheepish smile. “Um Trixie, I'm going to snip some fur so I can isolate a cure. Is that okay?”

Trixie simply offered a nod, not wanting to make the task any more difficult than needed. With a sigh of relief, the purple alicorn quickly cut off a patch of fur and placed it in a test tube.

Rarity meanwhile came in closer, still taken aback by the situation. “I must say, I still have a hard time believing this is the same stage magician from before. Are you sure it’s really Trixie?”

Said pony turned bear growled, making the fashionista jump in fright. Fluttershy only offered her friend an uneasy smile, trying to put her at ease. “Um, she’s still a little fussy about the situation, so, try to be a little more considerate.”

Trixie was tempted to simply crawl into her house and wait until a cure was found, she liked being a center of attention, but not like this. However, before she was given a jolt at sensation of Rarity feeling her fur, captively brushing her hooves across it. "Oh my, your fur is even softer than any of fabric I have in my boutique.”

The sudden compliment made the marebear forget her anger and turn red with embarrassment, almost let out a cute little squeek.

“Oh Trixie, darling, may I have a sample as well? I must find a way to make this myself.” Rarity pleaded, attempting to guilt Trixie with her doe eyes.

Trixie, hoping to end this odd encounter, shrugged, allowing Rarity to take out a pair of scissors and taking a sample of fur too. Then she turned down to the crinkling padding and waved a hoof with a blush? “Oh do you like it darling?”

Trixie blushed and gave the fashion pony a nod. Rarity clapped her hooves and squealed, “How wonderful! I made it out of the same material they use in diapers so I'm sure it'll keep you warm and clean.”

Pinkie laughed out loud shouting, “Oh wow Rarity! Maybe you should try to make Bear sized diapers too!”

Everypony snickered, though Trixie was about ready to roar in anger. THIS IS RIDICULOUS. I don’t care what Fluttershy says, Trixie is an adult AND SHE WILL BE TREATED WITH PROPER RESPECT!”

Unfortunately, a Rainbow Dash, ever the oblvious, flew up towards the bear’s massive face and cooed at her,”Daww is little Trixie hungry? Does she need her bottle?”

At that point, Trixie’s patience had officially been used up. Her vision turned red as she glared at the blue pegasus with more fury than a raging dragon, and without missing a beat let out an earth shattering roar. The sheer volume of the roar sent the cocky Pegasus crashing into the nearby ground, actually leaving a pegasus shaped indent in the earth. The other ponies quickly clammed up, with Rarity fainting at the sound.

However, Trixie didn’t even care anymore, “Trixie is through with this. She has been humiliated by all the ponies in town, kidnapped by an Ursa, forced to drink it’s milk for days on end, turned into a Ursa herself and now after all that, this Pegasus has the GAUL to mock Trixie’s suffering…....RAAAAAAA” Her thoughts quickly turned to pure anger, as she stomped towards Rainbow Dash’s hole, possibly to cause more pain.

However, she stopped at the sight of Fluttershy staring her down, a look of disappointment quickly dosing her anger and replacing it with fear.

“Young Lady, that is not how you behave when someone is laughing at you. I understand you are angry and what Rainbow did to you is wrong, but violence is not proper. Now apologize to Rainbow, right now.”

Trixie stared into Fluttershy’s eyes, completely unnerved by her gaze. She quietly turned to Dash and grumbled, “Sorry.”

The angry yellow pegasus then flew down and turned her gaze to Rainbow Dash. “I think you should apologize as well.”

The cyan colored pegasus rolled her eyes, quietly spitting some dirt from her mouth, before mumbling out. “Sorry. Geez, just having some fun.”

Fluttershy then turned to her friends and grinding a hoof into the padding underneath she whispered. “Now um...I don't want to be rude but...well... I need to make sure Trixie gets her sleep. If you don’t mind.”

Twilight nodded giving Trixie a motherly smile, “Alright Fluttershy, we’ll leave you two alone, she is only a baby Ursa Minor after all.”

Trixie furiously glared at the purple pony, only making the mares laugh as they left. Fluttershy then came over to the big bear, “It's okay Trixie, i'm sure you’ll get used to all the extra attention. Though, Twilight has a point you know.”

She then helped the Ursa Minor lay on her back as the yellow pegasus drifted a giant blue warm blanket over her. Trixie blushed at how comfortable it was, as she laid on the soft padding underneath her. She turned to Fluttershy while she was stroking her fur, “What a good girl. Now do you want something to suck on?”

Trixie’s expression quickly dried up, past experience making her afraid to answer. “Um….sure?”Fluttershy simply giggled at her hesitation, quickly producing an oversized blue pacifier with a amber nipple and plopped it in her mouth and cooed. “There you go, now I’ll be in my cottage if you need anything.”

The yellow pegasus flew off as Trixie gave her paci a suckle and blushed, realizing it reminded of the Ursa Major’s warm teats. After a few suckles, she snuggled underneath her , thick, warm blanket, enjoying the sensation. She laid there for a few minutes before turning to stare at her ceiling.

“Well this isn't going to be too bad. Fluttershy is really nice to Trixie and will help her. All I have to do is wait until Twilight makes a cure. That shouldn’t take too long?

Chapter 5: The Adorable Ursa Minor

Trixie awoke the next morning to the sweet suckling sound of her paci boucning off her mouth. She moaned in the pleasure, suckling for some time as she snuggled deep into the soft padding and the thick blanket. Fluttershy peeked in smiling, “Good morning Trixie,how did you sleep last night?”

Trixie yawned and babbled, “Morning.” Her eyes focused on Fluttershy, who was standing with a giant sized foal bottle filled with formula. Trixie’s eyes went wide with disbelief at the size as Fluttershy slowly went up too her.

Her expression quickly turned sour once an obvious realization hit her, “Must you continue to treat Trixie like an infant. Haven’t I suffered enough indignity as is?”

Fluttershy only chuckled at her charge’s frustration, “Now, now. You may have the mind of an adult, but you’ve still got the body of an Ursa Minor. That means technically, you’re still a cub and can’t eat solid foods.” She quickly carried the bottle over to Trixie, who begrudgingly took it in one of her paws. “Now eat up.”

Trixie looked at the large nipple top, almost recoiling, being reminded of the Ursa, before sucking down the formula. Thankfully it actually had a pleasant flavor to it, and quickly stated to down its contents.

“Now that’s a good girl. Is that delicious?”

Trixie quickly removed her mouth form the bottle, looking unamused by Fluttershy’s tone.“Trixie understands she has to eat like a baby, but can you atleast not talk to Trixie like she was a foal?”

Fluttershy only cooed slightly, “Oh, but you’re just so cute, I don’t think I can help it.”

Trixie blushed. “Oh this is so demeaning, but she’s so nice. Almost makes this situation bearable.” The pony turned Ursa Minor continued suckling for sometime, just staring into Fluttershy’s sweet eyes. Once she finished the last drop, Fluttershy removed it with a pop. ”Good job, now it’s time for your mashed berries.” She quickly exited the small house, before rolling in a large barrel of berries inside. The sight of the berries actually make the large bear lip her lips, while Fluttershy continued to smile.

“Now, I can't spoon feed you so I hope you don’t mind eating with your claws.”

Trixie shrugged and mumbled “Well it can’t t be any more embarrassing than drinking formula.”

Fluttershy opened the lid and stepped back, allowing Trixie to scoop out a glop of mashed berries, before shoving it into her mouth. Her eyes went wide with surprise.

“Wow, these berries are actually better than the ones in the forest.”

She kept on scooping glops of mashed berry into her mouth for sometime, until her claws reached the bottom of the barrel and her face was red with berry juice. Fluttershy quickly flew up to Trixie’s now berry stained face with a moist towel, giggling at her now sticky snout.

“My my, you’re quite the messy cub aren’t you? Let’s get you cleaned up.”

Despite Trixie’s size, Fluttershy was able to wipe away the various stains on Trixie’s body, leaving the bear clean and content. “Now that you’re all full, I think it would be best if you got to stretch your legs and exercise a little. Does that sound okay?”.

At the mention of exercise, Trixie nodded with a surprising amount of vigor, “Yes please, Trixie would like very much to work off atleast some of this unsightly, excess weight.” As if to emphasize her point, she struggled at first to get to her feet and only managed to slowly hobble over towards the exist of the house.

Once both were outside, Trixie slowly started to stretch herself out, yawning as she shook off the last traces of weariness from last night.She smacked her lips and gazed a the field around Fluttershy’s cottage, filled with bunnies and squirrels, all staring up at her. She waved at them but they all scampered off making her pout. Fluttershy offered a comforting hoof., “It’s okay they're just not used to you yet.”

Trixie turned to Fluttershy, trying not to appear too broken up by the animals fear, though still seaking comfort. her “Fluttershy,..can..can you play with me?”

Fluttershy actually squealed in delight, “Oh, of course. I always enjoy playing with my animals and I’m certain that some of them will want to join in as well.”

It was Trixie’s turn to smile, eager to start playing….only for a slight conundrum to come up.

“What games can you play with a bear the size of a house?”

“Oh that’s easy….TICKLE FIGHT!”

With speeds that Trixie didn’t think she was capable of, Fluttershy dashed towards her charge’s unguarded arms. Once she’d gotten along side them, she started to move the tips of her wings, up and down along the bear’s armpits, quickly increasing in speed. .”

Trixie quickly began to roar roared with laughter as Fluttershy tickled a sensitive spot, toppling the large bear onto her back, exposing even more ticklish spots for her to torment….play with. Moving with surprising precision, the hovering pony, quickly target and in quick succession, tickled every possible spot she could. It wasn’t long before the at first intimidating bear, was reduced to a giggling, teary eyed mess, whilst Fluttershy simply chuckly quietly the entire time.

This continued for several minutes, before mercifully, the caregiving pony ceased her sensory assault, leaving Trixie breathing heavily, to recover the oxygen she’d lost from laughing so hard.

“Well that was certainly fun. Though I’m afraid we’ll have to pick this up later as you have an appointment with Twilight today.”

Despite her strained breathing, Trixie managed out a grunt of annoyance at having her fun interrupted. Fluttershy simply gave her the look of an impatient parent, “Now Trixie, I know you want to have fun, but Twilight made it clear this is important. So let’s get going and when we get back, we can make some cookies and tea, how does that sound?”

With an eager nod and chirp of approval, the still pudgy pony turned bear, got back on her feet and followed Fluttershy, towards the library, in the center of the town of Ponyville.

The pair slowly made their way towards the library,passing several ponies along the way, all looking at the transformed Trixie with obvious fright. The duo however, chose to ignore the stares, a task made easier when the library came into view. Trixie actually had to restrain herself from running straight through the door to hopefully get whatever cure Twilight had produced.

Once at the door, Fluttershy offered a few gentle taps, which despite being almost silent, were enough to get Twilight to answer the door.

“Good Morning Trixie, Fluttershy. Come on in, I’ve got some tea ready and everything.”

Fluttershy quietly entered without issue, but it was then the trio realized a problem...namely that the door wasn’t big enough for Trixie to fit through.

“Oh, sorry about that Trixie. I was so focused on working on a cure I forgot about the door.”

Trixie only grunted out lightly, “Let’s just move on with this, sooner we cure me the better.”

Once fluttershy translated Twilight’s expression changed to one of excitement.
“Well then, I have some good news.I think i've been making some progress on a cure.”

Trixie squealed “Really!” As she started to bounce up and down shaking the yard and thetree. Twilight had to use her magic to keep her tea as well as several books from falling to the ground.

“Now Trixie, I understand you’re excited but please try to keep yourself calm. Don’t want to break any of Twilight’s things do you.” Fluttershy lightly scolded the bear, who offered an embarrassed node.

She blushed stelling down a big grin on her face. “Sorry.”

Twilight, regaining her bearing, continued. “As I was saying, I have to isolate your old genes and create a cure that’ll splinter you from the Ursa Minor curse. Which means, I need to be a hundred percent sure I made the cure right or it could just end making things worse.

Ursa Minor groaned. “How long will that take?”

Twilight gulped “A...few weeks.”

Trixie’s expression quickly twisted into rage, as her roar shook the entire treat, “WEEKS! That's not good enough, Trixie need a cure right now!” The wind from her voice actually blew Twilight from her chair.

Fluttershy quickly flew up into the face of the Ursa Minor and shouted, “Young lady, what did I say about roaring!”

A single glance at Fluttershy’s disapproving eyes made the beast look looked down and grumbled, “Sorry Fluttershy.”

Fluttershy shook her head. “Not good enough; you say sorry to Twilight. She's doing everything she can to make you better and you need to be patient. “

Ursa whined, “But it's not fair. I don't want to be a Ursa Minor anymore. I want to be a pony again.”

Fluttershy patted her muzzle, “I know sweetie, but this will take some time. I promise you’ll be back to normal soon and in the meantime, we’ll take care of you.””

Trixie only groaned in response, before turning to Twilight, slowly getting back on her hooves, mumbled. “Sorry for roaring at you Twilight.”

Fluttershy turned to her friend “She says sorry.”

Twilight sighed, “It's alright. Now, um…. while Trixie is a Ursa Minor we might have some nosey ponies coming to talk to you about her.”

Fluttershy and the Ursa Minor both squeaked “What!”

Twilight nodded as she explained, “I’m not sure how it got out, but when word spread that a pony turned into an Ursa Minor and I was working on a cure, more than a few press ponies showed up asking me to grant an interview.. Sorry.”

Trixie, while normally would be ecstatic over press attention, was mortified at the idea of being question regarding her….experiences as an Ursa. “This is the worst thing that could happen. If they find out about breastfeeding and bladder control, I'll be a laughing stock of all Equestria! I’ll never be able to show my face in public again, much less perform. MY LIFE WILL BE RUINED!”!

Tears began to leak uncontrollably from her eyes as she felt her entire world spiral out of control. Fluttershy could only offer a light hug to one of the bears massive arms. “It’s okay Trixie, we’ll work this whole situation out.”

Trixie could only try to hold back her tears, looking unconvinced, “How? Bad enough Trixie is an oversized bear cub, but Trixie’s life will be ruined if word gets out any further.””

“Well ummm. I did everything I could to tell them to leave you two alone. I’m sure you two can come up with something to drive them off. If anything, we don’t have to tell them the whole truth atleast. I’m sure we can think of something to make them leave without revealing anything embarrassing.”.” Twilight offered some input, hoping to atleast make Trixie less emotionally volatile.

She then trotted off as Fluttershy sighed “Well sweetie1, let's get ready for those reporters. I'll give you a nice bath and get you some more formula, how does that sound?

Trixie blushed as she wobbled with Fluttershy, “Much as Trixie doesn’t like this situation, that does sound nice.”

Fluttershy was now with Trixie, washing her down in giant wooden tub, all the while humming a catchy tune to herself. “Sweetie can you lift your armpits?”

Trixie, seemingly trying to enjoy the soothing bath,grunted in mild annoyance, but lifted one arm as Fluttershy scrubbed underneath. “What a good girl. Now come on raise that tush of yours.”

That pulled Trixie out of her almost trance like state, meriting almost an offended growl. “Sorry, but you are very dirty. It must of been ages since you haven’t had a proper bath.”

Trixie, nodded and relented, allowing her to scrub.“Unfortunately it’s true. It has just been tongue baths and occasional swims in a pond. Trixie had never felt so dirty before.”

Fluttershy started to finish scrubbing under her other armpit then she looked around at the gleaming coat. “There all clean. Now how about we get some more formula in you before those nosey reporters come.”

Trixie nodded and hobbled over to her new home and laid on her back as Fluttershy took out another giant bottle of formula. The sight of Trixie suckling on the bottle brought a loving smile to Fluttershy’s face. “There there, drink up little one.”

Trixie’s eye quirked up and gave the animal caretaker a, “Please stop, that’s embarrassing” look. Some people may have liked being treated like an infant, but Trixie had some pride left. Still, between the formula and the warm bath, the blue pony/bear slowly drifted to sleep under the watchful eye of Fluttershy.

Said pony quietly took the bottle away and rubbed the Ursa Minor's belly. “What good little cub.” She placed a blanket over her and tucked her in. “Sleep tight.” She slowly walked out of the hut.

A few hours later Trixie awoke, yawning loudly, before she could hear the sounds of various ponies talking outside her little makeshift home..
“Great they’re here.”

Seeing no point in prolonging it, she got up and stomped through the doors, only to be met with the sight of reporters swamping Fluttershy with questions. Her stomps drew their attention, though they remained silent as the Ursa Minor positioned herself behind Fluttershy. The once noisy crowd, gazed at her with wide eyes one, one brare pony summoning the courage to ask, “Um… Mss.Fluttershy, is she dangerous?”

Fluttershy, struggling due to the large crowd, managed out a barely audible,“Nope, she's just woke from her nap, so she’s a little grumpy is all.”

They all nodded, but eyed her suspiciously as the questions continued.
“
So let's start with some simple questions how did she become a Ursa Minor?”

Trixie gulped, “Fluttershy don’t.”

She turned to the reporters and stammered “W...well you see, Trixie came to Ponyville a few days ago to perform and well...two colts named Snips and Snails woke a Ursa Minor so she could show off her skills to defeat it.”

Trixie looked down at her paws “Trixie should've never told those stupid colts about that Ursa Major. Trixie wouldn't be in this situation right now if it weren’t for them.”

Fluttershy continued the story “Then after Twilight was able to defeat it she fled into the Everfree Forest.”

One reporter replied, “Okay, but what about the actual transformation? How did that happen?”

Trixie, hesitantly, grumbled the answer to Fluttershy., “I found a cave and a Ursa Major took me as its cub. She...she breastfed me, somehow turning me into a Ursa Minor.”

Fluttershy blushed at the...details, of the transformation. Now she understood why the showmare was afraid to talk about the experience. Thinking quickly she offered her response to the reporters. “Well you see...she was taken in by a larger Ursa called an Ursa Major. It took her back to it’s cave, and I transformed her using powerful magic.” The pegasus winked at Trixie who blushed, “Thanks for not telling them about the breastfeeding.”

One reporter didn’t look convinced, “Wait so Ursa’s can use magic like Unicorns can?”

Fluttershy only nodded, “That’s what Trixie is telling me. Besides it’s not that shocking, we don’t know that much about Ursa’s as a species anyway.”

Her response seemed to satisfy his curiosity, and the questions changed topics.

“Question, how was she treated as a cub?”

Trixie grunted, “The Ursa cared for me like I was one of her own….Even if Trixie repeatedly demanded to leave only for her to drag me back by force.”

Fluttershy turned and cooed, “Oh yes Trixie was not harmed. The Ursa Major actually cared for her like if she was her own cub.”

The reporters dawwed at the mental image, snapping more pictures of the Ursa.. Though one reporter had another question to ask.
“So now that she's here in Ponyville does that mean the Ursa Major will come to find her?” The thought quickly sent shivers down the collective spines of all those present, simply imagining the thought of an angry Ursa Major.

Fluttershy shook her head, putting the crowd at ease. “No we planned it so she left while the Ursa Major was hibernating. Also Twilight is planning a special spell to ensure the Ursa forgets about Trixie when she wakes up..”

Trixie looked away with a solemn expression. “As much as Trixie realises this has to be done, it still saddens Trixie that the Ursa Major will forget about her.

They snapped more photos before the last question came from another reporter, “Will Trixie stay as a Ursa Minor forever?”

Fluttershy smiled and cooed, “Well only for now and I'm caring for her, but Twilight is working on a cure. So hopefully it won’t be for too long. Though I think that's enough questions.”

The reporters started shouting asking for more but Trixie was beyond irritated and roared at top of her lungs. This made all the squeak and quickly fly off,Fluttershy turned to Trixie with a smug grin, “Alright Trixie I’ll let that slide this once. But you need to learn how to control that temper.” The pegasus lead Trixie away to the hut and she fell into the fur of Ursa Minor snuggling deep into the sea of purple fur. Trixie smiled clutching Fluttershy who peered up, “Trixie I'm so happy I get to care for you. You’re like my very own foal.”

Trixie, slightly put off by the notion, still nuzzled up to her, “Trixie wouldn’t go that far with this...odd, relationship. However, she will concede you do make for a good mother.””

She blushed and Fluttershy dawwed and snuggled her, “Thanks.” They stayed like that for some time as they both slowly drifted to sleep.

Chapter 6: The Princesses meet The Big and Cuddly Trixie

Trixie snored loudly, as she shifted in her sleep, only to be startled as a giant bottle entered her mouth. The resulting shock woke her up, leaving her staring at the bottle in confusion. A soft chuckle turned her attention to the smiling face of Fluttershy.

“Good morning sleepyhead, sorry to wake you, but I thought you’d be hungry after last night.”

The Ursa Minor only smirked as she laid back down and just suckled away at the bottle as Fluttershy cooed, “Oh what good girl, yes you are.”

“Trixie thought we agreed, enough with the baby talk. While Trixie appreciates the sentiment, she is an adult and should be treated as such….current situation notwithstanding.”

Her response was another chuckle from the shy mare, meriting a snort of derision from the bear. “Okay, well, we have a big day ahead of us. The Princesses want to meet with you.”

The mention of the Princesses actually brought a sense of excitement to Trixie, the bottle falling out of her mouth, as she practically hopped around the small house with unbridled excitement.

“Trixie will get to me both Princesses. Never in her life did Trixie believe such a thing was possible.”

Her excitement however, quickly turned sour as her eyes and expression retracted inwardly into outright horror. “No, this is terrible. No doubt they will question Trixie about her condition and it’s causes….And she’ll have to reveal everything that transpired….EVERYTHING!”

The thought of having to so much as mention the mortifying acts she was forced to undergo with the press was bad enough….but to actually discuss it with the standing rulers of the entire country, it’d be the conversational equivalent to getting one's teeth pulled, slow and agonizing.

The Ursa Minor shakes her head “No, Trixie will not subject herself to further humiliation. She’ll wait here until Twilight creates a cure.”

Fluttershy however, wasn’t having it and shifted into her stern face,“Trixie, what did I say talking back?”

Said Ursa only growled again, “And what did Trixie say about talking to her like a child?”

Fluttershy’s expression grew sterner, almost entering her infamous “Stare” face. “Trixie, you may be an adult, but you are as of this moment a young Ursa under my care and as such there are certain rules you need to follow. That includes being polite and to not reject an invitation to meet someone just because you’re embarrassed.”

Trixie’s confidence dissolved as she turned to moaning in frustration, , “But..it’s degrading. Trixie doesn’t want to discuss what happened with the Princesses, it painful enough mentioning it to total strangers, much less the most revered ponies in Equestria.”

The sight of her distress, shifted the animal caretakers expression to one of comfort, she gave the bear a reassuring hug. “I know it’s an unpleasant thing to do, but if they know what happened they might be able to help fix it and you want that don’t you?”

Trixie only nodded in the affirmative.

Fluttershy’s smile grew wider as she lead the large bear outside the makeshift house. “Alright, now the Princesses are waiting for us at my cottage. They felt it would be better to meet in a more open area.”

As they made their approach, Trixie body continued to fidget and twitch with each step she took, which Fluttershy was quick to notice. “Everything alright Trixie?”

“Trixie is just a little nervous is all.”

“It’s alright, you have nothing to be scared of.” Fluttershy offered another comforting pat upon her massive legs, as the cottage came into view and with it the two princesses, seated by the front door, some of their guards standing nearby, all having varying reactions to the massive Trixie.

The guards, despite maintain their typical stoic demeanor, were clearly unnerved by the sight, if the sweat leaking from every pore on their bodies was any indication. Luna seemed almost gobsmacked at the sight, mouth hanging open and eyes open wide. Celestia however, didn’t seem too shocked.

“My, it seems Twilight wasn’t exaggerating about the situation.” Her eyes scanned all over Trixie, who attempted to hide her face behind one of her massive paws, meriting another chuckle from Fluttershy as well as Celestia.

“Well isn’t that adorable, in spite of her size, she’s still shy around us. Though having an Ursa, even a transformed one, react ot us like this, is a strange experience. Don’t you think Luna?”

Luna however, was still shocked, trying to come to terms with what was before her. “Celestia, she’s a pony that was turned into a constellation and I’m still trying that such a thing is possible. Noting how cute she may or may not be isn’t really the most pressing issue right now.”

The Ursa Minor blushed, while Celestia continued to lightly gush over her. “ Oh come now Luna, how can you not be drawn in by how that bright, blue face. Going by Ursa years, she’s still just a baby and looks like a big, blue teddy bear. It’s hard not to be distracted by it.”

Trixie blushed and waddled back making crinkling noises, causing Luna’s expression to match and even surpass Celestia’s.

“Oh, you’re right sister, she’s too cuddly to ignore.” The Princess of the Night took a step forward, cooing as she did. “Now dear, don’t be shy. I won’t hurt you”

Fluttershy joined in the calling, to which Trixie, reluctantly complied, though made a point to stay close to Fluttershy rather than the Princesses.

”Well she’s certainly grown attached to you Fluttershy. We can tell you’re doing an excellent job in caring for her. Though, it must be quite the undertaking caring for a full-fledged Ursa Minor.”

She nodded. ”Yes, and I’m happy to say Trixie has been very well behaved since she arrived here. We might have had a rough patch or two, but all and all she’s been positively wonderful.”

Celestia explained. “I’m glad to hear it, to be honest one of the reasons I came here was because I was concerned at how you’d handle this responsibility. Caring for an Ursa Minor, in general is a demanding task, but I’m happy you’ve taken to it so well.” Her expression quickly shifted, sending an air of unease through those present. “It’s good you’ve adpated to this task so quickly, as the other reason I came here is….far less pleasant.”

The ursa minor gulped, “What is it?”

As she turned to Luna who nodded grimly as her sister spoke. “Twilight is to ashamed to admit this herself, despite what I’ve I told her many times...well…”

Luna sighed and just sat it out, “Fluttershy I’m sorry to say this, but it appears that Trixie will remain an Ursa Minor until next year.”

They both shouted, ”WHAT!?”

Celestia continued, “I’m rather familiar with this curse, and even though Twilight is currently working nonstop to cure it, it’s not easily resolved. The curse itself happens every hundred years or so and the magic used by the Ursa Major is especially powerful. You’re certainly not the first pony to be subjected to this unfortunate condition.”

Trixie gasped, “Really?”

The alicorn princess nodded, “You’re actually quite fortunate. The magic of an Ursa is very powerful and sometimes is irreversible. Thankfully, according to some tests Twilight conducted on your fur, you haven’t actually been fully transformed. However, if you were to drink anymore of the Ursa Major’s milk, and yes I’m very familiar with that part of the curse as well…” Celestia had to pause when Trixie’s expression turned flaming red at the mention of milk, “The transformation would become irreversible.”

Both Fluttershy and Trixie didn’t seem especially happy about this revelation, Trixie almost looking like she’d have a panic attack, despite the butter colored pegasus attempting to comfort her.

“Well that doesn’t sound all bad. As long as Trixie stays here with me, we can avoid her running into the Ursa Major. And I’ll make sure she stays safe.” Her words were spoken with enough confidence that it managed to calm the once jittering Trixie. ”

Celestia quietly smiled at the sentiment, “We know you will Fluttershy, and ,I’m glad to know Trixie is in such capable hands. I’d never wish this kind of fate on anypony and will do what I can to expedite the process if possible.”

Those words brought a smile to the faces of all parties present, and Fluttershy gave another hug to Trixie, who returned it in kind this time, managing to wrap her large arm around the smaller ponies frame, almost burying her in a blanket of soft fur.

The hug however, was interrupted by a slight cough, courtesy of Princess Luna, looking upon the massive Ursa with envy. “We, don’t suppose you’d be willing to let us take part in the...hugging as well….it just looks so cozy. And We’ve always wanted to know what it’s like to sleep on the night sky instead of under it.”

Trixie and Fluttershy let loose shared bouts of laughter, Trixie’s actually causing some of the windows to shake, before coiling her other arm around the Princess, who hummed happily into the bushels of blue fur.”

“This is truly as heavenly as we had hoped.”

Chapter 7: The Furious and Rampaging Ursa Major

While Trixie and Luna snuggled some miles away the Ursa Major was sleeping soundly in her cave, hugging her son close. She was breathing heavily, deep in her hibernation, yet despite her current state she instinctively reached out with a paw out to make sure her cubs were safe. Naturally, she felt her son curled around her, but she felt around for her second cub she realised something was missing. Despite her mind being all but shut down, it was awake enough to form the familiar image of a little, blue, female cub, whom she’d come to care for greatly. Thus her hand began to reach with greater urgency, trying to locate her other cub, to her growing awareness and panic, she couldn’t find her. Once realization hit, it hit...Hard. The Ursa’s bloodshot eyes, ripped open with momentary panic, roaring in anguish as she looked over every crack of the cave, hoping to find what she had lost. .

Her distress nearly turned to unkempt frustration and were it not for her still sleeping cub, she very well would have torn the cave and mountain apart from it’s foundations to find her adopted child.

Thankfully, having a moment to calm herself, her nose picked up the scent of her missing child, directing her to the cave’s exit.

Eager to find her, The Ursa slowly got onto all fours and pulled herself upward, grunting wearily, as her body had just woken up mid hibernation. Not deterred, she quietly tucked her still sleeping soon under a pile of leaves, being as careful as possible not to wake him. Offering a single kiss to the creature’s blue forehead, her expression made her intention clear. She would find her missing cub, and would tear through anyone or anything that got in her way.

Making her way towards the cave’s entrance, she slowly started to pick up speed, almost breaking into a run once she exited the mountain all together. The scent trail she could tell continued out into the forest beyond view, which she was quick to follow for several yards. However, it wasn’t long before another scent appeared alongside her cubs and it sent her concern to become uncaged anger. Ponies!

Now safely away from her son’s ears, the Ursa let loose an earth shattering roar, splintering trees all around and shaking the ground with the force of a hurricane. Eyes maddened with rage over the thought of her precious child being abducted, she zeroed in on the direction of the scene and charged forward like an avalanche, eradicating every tree, rock and anything else unfortunate to get in the way of her wrath.
She would have her baby, and heaven help the pony who took her.

All the while, completely unaware of the rampaging Ursa, drawing closer and closer to their location, Princess Luna found herself buried deep within Trixie’s fur, held close by the massive bear, as if the princess were a plushie. The Princess of the Night could only sigh in complete bliss, practically drifting off to dreamland amidst the comforting fur, the sight of which made the transformed Trixie chuckle at the irony. “Not long ago, Trixie was in this same situation and now things have come full circle, with Trixie as the ‘Mama,’ to a Princess no less. Though Trixie most certainly won’t be partaking in any breast feeding of any kind, that is something Trixie never wishes to revisit in any capacity.”

The sound of giggling outside, along with her own squeak of surprise, brought the currently cursed mare, to look outside of her makeshift hut. To her surprise, and mild annoyance, it was Fluttershy and Celestia, drinking tea while making passing glances at both her and the Princess still clinging to her, letting off a chuckle every now and again.

“You know, when Trixie dreamed of entertaining royalty. This isn’t even remotely close to what she’d hoped for.”

She started to growl, almost getting up to try and atleast get the two to stop chuckling at her state, only for Luna to hold onto the Ursa’s belly even tighter. Trixie blushed, stopping in her movements, as she looked at the Princess of the Night, still lost in her dreams. “Well, at least Luna is being more...respectful I suppose about the situation...and Trixie would be lying if she said she didn’t find the way she’s behaving a little adorable.” Honestly she was contemplating just laying back down and sleeping some more, Ursa’s were supposed to hibernate right now and she was gonna be stuck like this for a year anyway.

As she laid herself back down, Fluttershy and Celestia continued to observe the scene. “She seems to be adjusting to her situation well. I was honestly concerned she’d become emotionally unstable when I told her just how long she’d be like this.”

Fluttershy calmly sipped her tea, as a small number of her animal companions laid around them, enjoying the peace, not unlike Trixie. “I wasn’t worried. Despite her being in this unfortunate situation, she’s managed to mostly take it in stride. I know I wouldn’t be able to handle it as well as she has.” Fluttershy may have loved animals, but that didn’t mean she would be okay with just turning into one of them, much less forcibly and as...unconventionally as Trixie had.

Celestia however, giggled at the idea of Fluttershy as an Ursa, “That would certainly be an interesting sight. Hopefully, if things remain as they are, then the year should go by rather quickly and Trixie will be back to her old self again.”

The mention of “her old self” made Fluttershy recall when Trixie first arrived in Ponyville and her...less than respectable behavior, both regarding her ego and her constant posturing. “Well, maybe not quite her old self.”

Thankfully Celestia didn’t see cause to question any further and the two continued to sit in relative peace, only sounds being the wind, the birds, and the calm breathing of Trixie and Luna nearby.

However, their peace was short lived, as a loud roar, almost like a boom of thunder shook through the woods. As it continued, everything, the trees, the water, even Fluttershy’s hut, started to shake, as loud stomping sounds echoing throughout the area. The shaking and booming, quickly woke Trixie up, but once she heard the roar, she knew what was causing it.

“She’s coming.”

The Ursa Minor got up with a jolt, effectively shaking Luna off of her, waking her up in the process. “What is it? Are we under attack?”

Celestia’s gaze remained zeroed in on the forest, fully aware of what was happening. “No, but I fear in few moments we will be.” “yeah..that sounds like!?”

Fluttershy’s own expression turned to horror, both from her cup shaking and the roar that echoed on the wind. ”The Ursa Major its coming!”

Despite her voice barely being above a whisper, both Luna and Trixie could easily make it out, confirming Trixie’s fears for certain.

A loud crashing could be heard nearby, as the stomping grew louder. Not far in the distance, they could see the trees in the forest falling over, birds flying in every direction and the sight of glowing purple fur beneath the sea of foliage. It was only a matter of moments before the beast tore through the forest entrance and upon Fluttershy’s hut.

The ponies nearby watched in horror as the beast towered above them, showing off its massive size. The beast easily stood over the trees, blocking the sun with it’s giant furry body. As the mares gaped in horror the creature started to stomp slowly towards Ponyville with a fierce gaze, it's breathing now echoing throughout the village.

Anypony near the Everfree Forest started fleeing as Celestia, Fluttershy, Luna and Trixie just stood gaping at the massive creature. They might have stayed that way, had Twilight’s voice not snapped them out of it, as she ran towards the group, clearly unhappy at the situation. “Trixie! you said that the Ursa Major was hibernating!”

Trixie turned and shouted, “She was! Trixie is just surprised as all of you! Honestly, Trixie believed she was asleep!”

Rainbow Sash, just as angry, flew into Trixie’s face, “Yeah! I bet you lured here on purpose!”

Trixie growled at the pegasus, “Yes, because Trixie wanted to be reunited with the Ursa she spent several weeks trying to escape from.”

Fluttershy came up and stomped a hoof, “Rainbow Dash that’s enough. It’s not Trixie’s fault the Ursa is here. She more than likely found her way here by following Trixie’s scent along with mine.” Her gaze almost shifted into the infamous “Stare” calming the Rainbow Mare, as her attention turned to the Ursa Major. “Besides, right now we have more important things to worry about than assigning blame.”

Rainbow, managing a one eyes glared at the transformed, blue bear, let out a defeated huff, “Fine, but what are we gonna do. I mean look at that thing, it’s like a mountain suddenly grew arms and made the sky into a fur coat. How are we supposed to stop that!” Her hoof shot out in tn the direction of the rampaging bear.

Another roar, with wind force comparable to a hurricane, ripped through the trees, shattering several nearby windows into millions of glass shards that, were it not for the circumstances, might have been perceived as a beautiful sight.

Both Celestia and Luna agreed with the sentiment from Fluttershy, with Luna seeming more eager for a fight, her horn actually starting to glow blue with magic. “Tis been much a time, since I did battle with one of the great star bearers. Large though you maybe, I will not allow thee to continue to threaten my subjects.” Her horn’s tip started to shine brighter as she readied an attack spell, only for Celestia’s own outstretched hoof to block her advance.

“What are you doing sister? Surely you don’t expect us to simply stand here and allow that brute to rampage across the countryside?”

“Obviously, I would like nothing more than to avoid that. That is exactly why I stopped you. If you attack that creature, then violence will be our only option. And we’d need our combined power and possibly most of the Equestrian military to stop it. The damage and lives risked would be too numerous to count.”

Luna’s horn dimmed as the potential toll was quickly forming in her mind. “Noted, but what do you propose we do then? You know that Ursa won’t stop until it is given what he desires.”

Celestia’s gaze turned to Trixie and Fluttershy, both turning pale at what she was obviously implying, as they turned their gaze back to the rampaging Ursa, knowing what they would need to do.

The Ursa Major continued to make it’s anger known, stomping and roaring just barely outside of Ponyville, sending every resident fleeing in a panic, hiding their belongings and many bolting themselves inside their homes.

Trixie gulped looking at her as Celestia turned to Fluttershy. “Fluttershy, I understand this is a lot to ask of you and were the circumstances more favorable I wouldn’t ask at all. However, do you think you might be able to calm the Ursa, at least enough for Trixie to speak with her perhaps?”

Fluttershy gulped looking up at the beast in terror “I..I don’t know she seems really angry.”
The sight of the Ursa stomping onto a nearby and thankfully empty home, did little to help her confidence.

Thankfully, a familar presence stood beside her, the yellow pegasus seeing the equally terrified Trixie, standing with her, face showing what courage it could.

Emboldened, Fluttershy shakingly, stumbled her way towards the creature, who nose promptly twitched as the pegasus got closer, making her massive eyes quickly direct all her anger upon the pony. The pink haired pony could actually see herself, almost like she was trapped, in those deep, yellow pools of animalistic fury, the two red irises like a pair volcanic craters. A single glance as all it took for the Ursa to spot her and unleash a roar, that practically ripped the ground near the pony apart, as she started to charge upon her target, blinded by her anger.

Fluttershy shrieked, cowering in fear as Trixie stared up at the Ursa Major, now crashing towards the pair. Yet, despite Trixie being in plain sight, her presence did not quew the Ursa’s anger. Knowing what would happen if she didn’t act fast, the transformed pony jumped in front of her caretaker and roared as loudly as her underdeveloped vocal cords could allow.

“STOP!”

The roar, while lacking the same hurricane like force of the Ursa Major, it was certainly loud enough to be heard all across Ponyville and into the Everfree. More than enough for the Ursa to recognize the sound, allowing the gaze of her massive eyes to widen enough to spot, the source of her strife and that which she sought.

The Ursa’s feet stopped in place, anger replaced with joy at the sight of the cub, eager to take her back. Though, it’s anger was far from gone, as it still growled at seeing her cub and the pony so close together and took a threatening step forward. However, Trixie roared again, more firmly this time.

“Trixie said, to stop. I won’t let you tear apart my friend or this town. This needs to end.”

The Ursa seemed confused, if only at Trixie referring to the pony as her “friend,” her body languaging saying all that was needed.

Trixie, now having the Ursa’s attention, continued, “Trixie will not be returning with you. You were very kind to Trixie, but Trix...I am a pony. I belong with other ponies and I want to go back to being a pony.” Trixie spoke as firmly as she could, trying to make the message a clear as she possibly could.

The Ursa however, didn’t seem to quite get it, taking another step forward, while almost cooing at Trixie, almost like asking a foal to take it’s first steps into its mother’s hooves.

Trixie groaned and shouted, “I can’t! iIm sorry! Trixie thanks you for caring for her and being so nice. But Trixie is a pony and she has to stay in Ponyville. Can’t you please understand that?”

The Ursa only growled instead, now seeing Trixie as simply a misbehaving child and was starting to advance on her more quickly.

Trixie groaned, giving a pleading look over to Fluttery, and back at the Ursa Major glaring down at her. “If I go back,Trixie will be a Ursa Minor forever, but if I stay, she’ll more than likely destroy Ponyville.”. At this point she was running low on options, Luna and Celestia could potentially stop the Ursa, but that would risk all of Ponyville and the surrounding towns. Fluttershy likely couldn’t do anything, if just from the creature's size and her own fright, and talking already proved ineffective. Thus, that left her with one possible option. Mustering what little courage she had, Trixie took a step towards the Ursa Major. “Trixie will leave, just don’t destroy Ponyville.”

Everypony gasped, staring at Trixie, while the Ursa merely looked thrilled at the declaration, practically directly the young Ursa into her open arms.

However,.....

“WAIT!”

A meek, but loud sounding voice caught the attention of all present, as a small yellow and pink dot found it’s way in front of the Ursa’s massive eyes. It was Fluttershy, glaring directly into the practically lake sized eyes of the Ursa.

“Now listen, please Ms. Ursa. I know you think that Trixie is your cub, but I can assure you she’s not. She’s a pony, and a pony with her own family and her own mother, who would probably be worried about her and miss her terribly if she stayed with you.”
This seemed to get through, atleast partially to the Ursa, while Trixie herself briefly flashed to memories of her own mother. “In all the drama, I’d completely forgotten about my own mother...I wonder what she would say if she knew about this.”

Fluttershy all the while, did her best to talk down the massive, star colored titan. “You’re a mother and I’m sure you can understand how painful it would be for a parent to lose their child and never see them again. Would you really do that to another parent, simply to make yourself happy? What if that happened to you?”

The Ursa’s massive eyes widened again, honestly thinking about what would happen if such a thing came to be. Yet her eyes continued to drift towards Trixie, to which Fluttershy offered, a sympathetic pat near the nose.

“I understand how you must feel. Though if you like, Trixie may still come and visit you from time to time. If she’d be willing to do so?”

Both pairs turned their attention to Trixie, whose thoughts had drifted to her own family life, before looking at the Ursa, and did her best to respond. “Trixie does not wish to abandon you or anything of that nature. And Trixie would love to visit you and the cub from time to time. I just want to go back to being a pony and live my life again. So please, let me go.”

The massive Ursa didn’t make a sound at first, before it took a long step towards Trixie, lowering it’s head until they were at eye level, to which Trixie could see the fate sign of tears, before it quietly nuzzled it’s large purple cheek against Trixie’s blue fur, a gesture she returned in kind

They quietly separated after a moment with Trixie looking the Ursa in the eye with a loving smile, as she planted a kiss on the creature’s massive snoot. “Despite everything that happened. Trixie was glad to have you as a mother, even if it was for a short time….and against her will, but still, thank you.”

The Ursa let off a sad moan as it slowly changed direction, heading back into the Everfree Forest to return to it’s child and hibernation. Both Trixie and Fluttershy simply watching as she slowly disappeared into the deep woods, offering one last glance before she left.

Once she was out of sight, a sense of relief feel over all those present, none more so that Fluttershy and Trixie, who practically collapsed next to each other.

Fluttershy, managed to work up enough strength however, to hug Trixie’s forearm with pride, “That was amazing Trixie. You finally stood up to her.”

“That she did, I guess I can actually say I did defeat an Ursa Major this time around. Maybe not in the traditional sense, but still.” Both shared a chuckle at the call back to their first encounter, but Trixie’s eyes stayed on the forest line, still able to catch glimpses of shaking trees and patches of purple fur amidst the sea of green.

“Though, this time, I think I’ll keep this story between us. I’ve had enough bad luck as a result of my incessant bragging.”

Fluttershy only chuckled at the comment, Celestia and Luna similarly following suit. “I must say Trixie, it would seem you’ve grown a fair amount from this experience. Seems being turned into an Ursa has some advantages after all.”

Trixie’s expression tuned flat, as she let out hollow chuckles at the Princess’s humor, “Yes, well. Regardless of those advantages, I can’t wait to turn back to my former self and start performing again.”

“Well, don’t be too impatient, you’re still going to have to wait a year.” Celestia’s eyes turned to Fluttershy who was still clinging to Trixie, while noticing several of the caretaker’s animals making themselves comfortable around her as well. “Though, by the look of things you’ll hardly even notice the time and it’ll only be a matter of moments before you’re a pony again.”

Seeing how the crisis was averted, both Princesses felt it was best to return to Canterlot, while Twilight continued to work on the cure for Trixie.

As they prepared to leave, via their chariots, Celestia offered one last glance at Trixie, “In the meantime, I’d also suggest having some fun with your new appearance. After all there are some benefits to this situation, best to enjoy them while you can.”

Trixie only nodded while Fluttershy, having released her arm, had climbed up the Ursa’s back and onto her shoulder. “Don’t worry, I’ll make sure she won’t just be sitting around all day. I plan to make this whole year as enjoyable for her as possible.”

Both Princesses nodded at the statement, and boarded their chariots, “Then I think you are in good hooves Trixie. I wish you well and hope to see you in the foreseeable future.”

“Indeed, I had much fun with you this day Trixie. I fully intend to return within the next few fortnights. I wish to experience even more fun in the weeks to come.”

With one last word the princesses left. Leaving Fluttershy and Trixie, behind. Once the two were out of sight, the pair promptly collapsed in a heap. Trixie laying flat on her belly, with Fluttershy perched on her back.

Both were out like lights, exhausted from their experience with the Ursa and fine with spending their now first stress free day together, simply sleeping under the sky. It would be the first of many days they would spend together and if this day was any indication it would be a fun year to be had.