As Professor Rillan yammered on about something irrelevant, Dayson smiled and he played with his band.

Beside him, Becky giggled softly, just loud enough so he could hear it. She’d seen him. It was hard to concentrate on Rillian when the idea of having a very hot and horny ponygirl sitting beside him filled his head.

There was a buzz in his pocket. He glanced over to see Becky putting away her phone and trying to feign innocence. He smirked and pulled out his own phone. There was a single message this time.

Make it interesting

He bit his lip, looked around… and had an idea. Still, Becky was his friend… he should ask… right?

Glancing up at the old woman babbling in the front, he quickly typed out a response.

What if u didn’t know?

A few seconds later, Becky’s response came in. It was a simple one. A single blushing emoji.

This is going to be even more fun than seeing Naida and Tana this morning…

He slipped his phone away and took a deep breath. Some tiny piece of himself thought he might be a little too eager. He told that piece to shut up and focused on the band.

With a casual flick of his wrist, he gestured toward Becky. No one around him noticed when Becky gasped and arched her back. Lucious golden locked poured from her head, where once there had been nothing but plain blond mop. She let out a lustful moan as her chest swelled. Though the stretching fabric, he could see her delicate pink-colored coat shimmer into existence over her boring human skin. He felt himself harden as soon as he spotted her nipples jutting through the sheer fabric of her top. Then came his second favorite change…

She squirmed for a few seconds in her seat, her eyes rolling into the back of her head as a thick golden tail—the one that matched her new mane—burst from just above her ass. She barely contained her squeal as her clothes adjusted to her new form as her face finally took the last transformation.

Where his friend Becky had once sat, now sat a perfectly built ponygirl. Dayson’s eyes fluttered and in an instant, her name, her proper mare name came to him. And there was no doubt she was definitely a mare.

“Miss Valley?” called Professor Rillian. “Are you feeling well?”

Lily Valley nodded weakly, her mane flopping over her tight top. Her new voice drifted from her muzzle, a voice that sounded like vocal sex.

“Of course, Professor.” Lily answered, her voice doing just about everything to Dayson. “Just… distracted for a moment.”

“Very well,” Rillian said with a sigh. “As I was saying…”

A strange thrill came through him. A need. Just transforming his friend wasn’t enough. After all, even if he’d adjusted the magic so she wouldn’t truly realize it had been him… she still knew.

However, he sat in a class full of people who didn’t have a clue. And now that he thought about it, Rillian had actually used Lily’s pony name! This warranted further experimentation! For… science or something.

Something in the back of his head giggled. It sounded eager… and really amused. He chalked it up to his overactive imagination.

Ten minutes later, he had a far better view.

Dayson wondered what the dumpy older woman actually heard when her transformed students unleashed their heated moans at the end of each little ‘episode.’

Combined with the properly ‘adjusted’ Lily Valley, his view was complete. Sitting in the three seats in front of him were two pegasi and an earth pony. All mares, all with similar curves to Lily.

A little moan came from beside him and Dayson glanced over to see Lily's pink cheeks scarlet as she squirmed on her chair. She panted softly, glancing around nervously every so often, though never quite making eye contact with Dayson.

His eyes drifted down beneath Lily's desk and he gasped. Maybe she had adjusted too well to his little trick. From his vantage point, he could just make out what looked to be a medium-sized purple dildo thrusting in and out under Lily's skirt. He couldn’t even imagine where she’d gotten it from, but she was using it to incredible effect.

Even as Rillian droned on about something Dayson couldn’t care less about, the transformed girl began to buck in her chair. She whispered to herself, so quietly that no one else around could possibly hear. For some reason, the students behind them and to her right didn’t seem to notice the lust-filled mare’s desperate pants.

He found himself rock-hard now as he watched his ignorant friend almost lose herself in her new fuzzy body. One of her soft hands gently came up—and with another glance around—she gently caressed her new enhanced left breast. He bit his lip, trying to keep down his own gasp, but something in the noise must have broken through, because Lily Valley’s head whipped around.

There was no real hint of recognition. Just as intended…

Dayson blinked. Was that right? Did… he didn’t know Lily, did he? The band around his wrist pulsed and the world went strange for a split second. Then he shook his head, wondering why he’d had so many headaches since last night.

He vaguely had a somewhat confused memory of Lily Valley being a friend and occasional fuck buddy, but nothing more than that. It seemed to be half-imprinted on the memory of some human girl. It was silly, since Lily Valley had always been a ponygirl.

She stared open mouthed at him as she continued to thrust the toy into herself, apparently unable to stop. There was something in her gaze, a desperate pleading, as if asking him for permission to continue getting off in the middle of class. She licked her lips and stared at him with those half-lidded eyes. With every thrust of her hand, they smoldered a bit more, promising him things in exchange for not breathing a word.

He licked his lips and nodded.

Something in Lily broke right then. With a sharp gasp—covered only by a quick cough from Dayson—she slammed her dildo home. Her eyes wide, her face scarlet and her body shivering, Dayson watched Lily came hard beside him. Despite her bucking lower half, she never broke eye contact with him, as if they were lovers staring into one another’s eyes for their very first time together.

Without thinking, he reached out a hand to her—the one with the beautiful band—and flicked his wrist. In an instant, an understanding passed between them. Her eyes widened as she realized that he was making her come like she had never come in her entire life.

Then he remembered that, too. How’d he forget something like that?

He decided to leave out the part about the transformation. Nobody needed to know about that.

Something about that seemed… off, but he couldn’t remember what. Ugh. Ever since he’d found the band, he hadn’t been able to focus! It was annoying… but considering the possibilities the band gave him…

Well, he could be excused for some lapses.

She opened her mouth wide and let out a soundless cry as the rest of the orgasm crashed over her. Her breasts swelled a bit and little damp spots appeared on her blouse at her nipples.

And still, she never looked away from him. Seeing her like that… knowing that he had just made a woman—well, a mare—come harder than she ever had before… it was nearly enough to make him burst. He reached down…

“Mister Dayson?” snapped Professor Rillian.

His blood turned to ice as he whirled to see the Professor looking squarely at him from the front of the class, a furious expression on her face.

“I’m so very sorry my subject does not interest you,” the wizened old professor hissed. “To the point where you are staring off into nothing when asked a question three times!”

“Uh…”

“You will remain behind after your classmates have departed. Then we will discuss how to rectify this ongoing situation.”

With that, she turned back to the rest of her class, sending the occasional dark look toward Dayson. He turned with an open mouth, wondering how in the world the professor hadn’t seen Lily Valley orgasming like a slut in the middle of class.

Maybe… was this actually in his head? After all, wasn’t the girl next to him some human named… something or another?

But when he turned, Lily still sat there, looking delicious as she gently licked off her glistening fingers. The look in her eyes as she did suckled her index finger made it perfectly clear what she intended to do to him after class.

He could still feel Rillian’s glare. He didn’t really care.

Author's Note

Oooh, Rillian's MADDDDDD.

Oh wait, why do we care? We don't! :3

Dayson seems to be slipping a lot though, huh? And that giggle? Weird, right?

If you find a mistake, lemme know by PM! :3