“Okay, careful…” *BANG* “Ugh.” Twilight Sparkle, a female alicorn, took off her lab coat and walk up the stairs, oblivious to the fact that something fell into the potion she was brewing, to lecture the pony that caused the commotion, though she had a good idea who it was. Twilight wore a tight fitting shirt and pants, showing off her B-cup breasts and soft butt. “Hello, Rainbow” Rainbow Dash, a female pegasus, gave a small chuckle and rubbed the back of her head. She wore her normal clothes, a loose t-shirt and track pants. She had her goggles on her forehead. “Do you think you could be a little quieter? I’m trying to brew a potion.” This caught Rainbow’s attention.

“What potion?” asked Rainbow with her normal level of tack.

“It’s nothing special. It’s supposed to just change your appearance.”

“How is it supposed to do that?” asked Rainbow with a tilt of her head.

“It changes the pigmentation of your…” Twilight trailed off at the confused look on Rainbow’s face. “It changes the color of your hair.”

“Oh, well, why didn’t you just say so? Good luck.” Rainbow flew out of the castle quickly.

‘Did she think I was going use the potion on her?’ thought Twilight before going back to her lab. Though not as bad as Rarity, Rainbow did care about her appearance. She even scheduled secret spa appointments and went when she thought no one was looking. Twilight didn't understand the reason for hiding it, but she wasn't Rainbow Dash.

"AHHHH!" This was the sound that woke Spike and Starlight up. They quickly left their respective rooms and ran towards Twilight's. The door was locked and Starlight couldn't teleport in there due to a bubble Twilight had put up.

"Twilight, are you okay?" asked Starlight through the door. They waited for an answer and got it in the form of a note slipped under the door. "Yes, just surprised by something." She read. "What surprised you so much that you lock your door?" another note came under the door. Spike picked up and read it.

"I somehow messed the potion I was brewing." said Spike before panicking. "What happened? Do you have two heads? Three eyes? Is it Twilight Flopple?"

"What?"

"She and the other got exposed to poison joke and i gave them nicknames based on how they were affected. I'll tell you later." another note came with just the word no. "What is it? We can't help you if we don't know what we're helping with." another note came. "Promise not to laugh?"

"We promise that we won't laugh. Cross my heart, hope to fly, stick a cupcake in my eye." Said Starlight as she and Spike went through the motions. The bubble receded and they were about open the door. They were surprised when a rainbow blur shot past them and broke down the door.

"I heard a scream. Is everypony..." started Rainbow only to trail off at what she saw. Her face changed to show disbelief and shock, a face that was soon copied by Spike and Starlight. In the room was Twilight, but there was a major difference was that she was now a he. Spike then turned and walked out of the room. "Wait, where are you going?"

"It is way too early in the morning for this." said Spike as he walked down the stairs. "I'm not sure if I'm more surprised by Twilight's gender change or the fact that, after everything that happened to our group, I'm still able to be surprised."

"So, you said the potion did this?" asked Starlight.

"The hair changing potion did this?" asked Rainbow in disbelief.

"it is the only thing that makes sense." said Twilight with a deeper voice that came with the change. "I don't remember messing up the instructions, so maybe something else happened."

"Hey, I know that this is a big problem, but I'm going to change out of my pajamas." said Starlight as she realized that she was still in her nightwear. "Do you think you can handle him, err her?"

"Yeah, no problem." said Rainbow as Starlight left the room. As soon as she left, Rainbow turned to Twilight. "How does it feel?"

"What?"

"You know what? Being a guy. I'm certain that everypony must have wondered at one point what it would be like to be the opposite sex."

"It feel uncomfortable. none of my clothes fit and all of my clothes were made for females. other then that and some physical change, it isn't that different. It is still early, so i may be regretting those words."

"Can I see your wings?" at her raised eyebrow, Rainbow continued. "I want to make sure that the change didn't affect them negatively." Twilight turned her back to Rainbow and proceeded to spread her wings to their full length. Rainbow walk closer to inspect the body part and caught a whiff of Twilight's scent. She suddenly felt hot under the collar. her breathing grew heavy and she had to stop herself from touching herself. The heavy breathing was heard by Twilight though.

"Is everything okay?" said Twilight, afraid of what happened to her wings. "Did something happen to my wings?"

"Your wings look great. It wasn't affected by the change." said Rainbow between pants.

"Then why are you..." Twilight was cut off by Rainbow spinning her around and slamming her lips onto his. they fell onto the bed where Rainbow proceeded to straddle Twilight and continue the sudden make out session. she seperated, but before Twilight could recover, she took off her shirt and bra, revealing her small A-cup breasts and erect nipples, before going in for another kiss. This is what Starlight walked in on. she was now wearing a buttoned up shirt and jeans. She was about to turn around and leave, but saw the panicked look in Twilight's eyes. She ran over and forcefully pulled Dash off of Twilight. Dash shook her head and blushed after realizing she was topless.

"What just happened?" Rainbow asked, echoing the thought going through everypony's mind.

"You just tried to force yourself on me." said Twilight glaring at Rainbow.

"I know, but why?" asked Rainbow, putting her clothes back on.

"Just what happened after I left?" asked Starlight, clearly confused. "Maybe we can figure this out?"

"Well, we were talking about how she was feeling about the change and I didn't feel anything then." said Rainbow, now fully dressed.

"Then she asked to see my wing just in case." Twilight added. "That was when she started acting strange. I heard her breathing grow heavy."

"I don't know why, but I suddenly grew really really horny."

"Her wings?" she bend over to look at the body part in question. She, much like Rainbow, was exposed to Twilight's scent and proceeded to kiss Twilight passionately. Rainbow quickly pulled her off after recovering from her shock. "I'm sorry. I don't know what came over me."

"The same thing that happened to me." said Rainbow before turning to the frozen Twilight. "you said the potion did this? maybe Zecora can help us out." Twilight shook her head and nodded.

"I made two doses. one to make sure the potion works and another to reverse it."

"Then why don't you take the other potion?" asked Starlight

"Because the potion wasn't the one I was brewing. we don't know what will happen if I take another dose. I might turn into a horse." said Twilight who was starting to panic. she was stopped by an apple hitting her in the head. everyone turned to look out the door and saw Spike eating another apple.

"I'm already dealing with this. I'm not going to also deal with a panic attack. At least, wait until lunch." said Spike as he walked off.

"Hey, why don't we continue this downstairs? I haven't eaten breakfast yet." said Rainbow as she left the room. Twilight, now surrounded by a small bubble, and Starlight, sporting a bright red blush, followed the rainbow hair female.

it was the afternoon and after getting some help from Rarity, Twilight now had clothes that fit her new body. he was now wearing a simple lavender long sleeved shirt and black slacks. "I'm sorry,but it feels strange to call you Twilight." said Starlight. at the questioning look she got, she added. "It's just strange to call you by a feminine name when you are currently male."

"You want to change my name?"

"a little." said Starlight with a sheepish shrug. "I was thinking about Dusk Shine."

"Dusk Shine?" parroted Twilight with an intrigued tone.

"Well, dusk and twilight are both events that occur after the sun has set. the relationship between sparkle and shine should be obvious." said Starlight

"Please don't ever say that again?" said Twilight with a slightly green face. Starlight went over her statement and realized what she said. She broke into fits of uncontrolled laughter. "It's not funny."

"Sorry, but it is to me." said Starlight as she took deep breaths.

"If it bother you that much, you can call me Dusk Shine." said the now named Dusk with a small smile. "I wonder if Zecora figured something out." as if on cue, the next thing they heard was *BANG*. "Talk about timing." they went to the other room to greet their pegasus friend. "So what did Zecora say?"

"I got bad news." Dusk's world fell apart at those four words. "She said she never seen a potion like that, so congrats on making a new potion. She said that she will need to do a couple of tests to figure out a cure."

"How long will it take?" asked Dusk with worry in his voice.

"She said if nothing goes wrong, it will take about fourteen days"

"FOURTEEN DAYS?!" yelled Dusk as he started to panic again. he was once again hit by an apple, courtesy of Spike.

"We only have an hour left before lunch. Your panic attack can wait." Dusk took a deep breath and fainted.

Author's Note

hey, i am incredible nervous about this story, so i hope you enjoy it. the story will be 16 chapters long, and like i said there will be sex scenes in the following chapters. if you don't like that, then why are you reading this?
i wish you a good day/week/month/year/life. (choose the one that fits)