Thankfully, class only lasted a few minutes after that. Lily Valley continued to tease him, cupping her breasts, licking her lips and making it known—at least to him—how badly she wanted to return his favor.

He loved every second of it, but what he loved even more was the sudden realization.

I can control other’s perceptions way more than I thought! The extra push! I must have made it so no one would notice Lily as she came! Like no one notices when the girls around me turns into sexy filly bombshells!

He now wished he had transformed Lyra and Bon Bon—er, Nadia and Tana—in a crowded hallway instead of that quiet hallway. It would have been far more interesting. Plus all the other girls around him… the implications of what he could do…

Though Lily had always been a ponygirl, she was a rarity. There were still so many humans left in the school… with this magic… maybe he could change that…

That concept kept his head spinning until the bell rung.

“Mister Dayson, I remind you that you are staying after class,” Rillian’s voice snapped as he tried to rise, all the while trying—and failing—to ignore the tent in his pants.

He swore and sat back down in a huff. Meanwhile, as the fillies in the rest of the room shuffled away, he watched their transformations slowly fade. But that was okay. As soon as his new toy revealed the fillies’ pony names, he knew he could transform them back in an instant.

Someone giggled behind him again, but when he glanced back, no one seemed to be paying attention.

Lily, on the other hand, stepped over and leaned down to his ear. Her hot breath tickled slightly, but he sat up so straight he couldn’t react. Lust dripped from every word as the anthropomorphic pony purred, “Did you really make me cum like that?”

The way she said the word ‘cum’ made it extremely clear how she was spelling it. But it was strange… hadn’t he already made her cum sometime recently? Why was she acting like this was the first time?

Well, there wasn’t any harm with rolling with it, right?

Dayson nodded slowly. Her hand reached down and grasped his cock through his pants.

“After you’re done with the crone, find me in the back of the stacks,” she murmured and lightly licked his ear as she ran a finger along his arm, tracing his bracelet. “Because first, I’m going to give you the greatest blowjob you’ve ever had… and then you’re going to fuck me until we both cum like that. And don’t take too long… there’s only so much a filly can take with her favorite toy before she needs the real thing. You know how us western pegasus girls are…”

With that, Lily Valley sauntered off. It was only then when he noticed the soft wings curled up on her back. She stopped in the doorway and waved at him, earning a glare from Rillian.

Then, to his surprise, he felt a pulse from his bracelet. It flashed pink and Lily Valley let out a low, long moan right there in the doorway in front of everyone… and no one noticed. He gasped at her as her chest swelled. Her rear expanded. Her mane and tail filled out even more. He wanted nothing more in that second to race over there, strip her naked and take her in front of the whole school.

He knew without a doubt that Lily would love cumming in front of everyone. In fact, she wanted to. She would cry out his name and—

“Ahem.”

Rillian stood in front of him, glaring daggers down at Dayson. The white hair hung loosely around her face. Half-moon spectacles perched on her nose, highlighting her dull gray eyes. She was only a little shorter than him, but she made up for that in sheer annoyed presence.

“Now, what am I to do with you?” Rillian demanded as she shook her head.

Dayson scratched his wrist, his mind immediately wandering to Lily Valley… her incredible muzzle, her pussy just begging for him, her tail lifted as she gave him the look that told her in no uncertain terms that she wanted him to mount her like the animal she was…

“Dayson!” Rillian shouted, glowering. “I swear… you are a junior in this university! You should not be having this… this…”

Dayson blinked and refocused on the moment… and gaped as pink mist swirled around Rillian’s lower half. Before his eyes, her skirt shifted and reknitted itself from a floor length black one-piece to a skimpy brown skirt barely long enough to cover her panties.

But that wasn’t the most shocking part. The shocking part was the light pink fur of her toned and athletic legs.

He glanced at the band on his wrist. It was glowing again. But… he hadn’t turned it on. Had he?

Don’t worry, he told himself in a weird, high pitched force. You get this one for free! She’s always wanted to loosen up a lot. I can tell. You’re going to help!

“You should not be having… hmmm…” Rillian didn’t seem to realize something was happening to her. She seemed… just… distracted? Her eyes became a bit distant before she shivered and refocused.

“…a difficult time paying attention. I know it’s hard around… uh…”

The pink mist curled up her waist and around her chest as the fur continued to climb… as did the woman’s height. She gained a few inches on him, her long legs and trimmer waist now revealed to the world. Then, her chest started to swell. Where once there had been next to nothing, two magnificent and perky breasts erupted into existence, stretching her tiny cotton blouse to the straining point. Her entire midriff was now on display, including a heavy portion of her enormous hanging tits.

“Around other pegasi… especially with so many western fillies around…” Rillian shivered again. In a flash, her arms grew pink fur and little white cuffs appeared upon her wrists. “And especially at this… at this…”

What had once been an old woman blinked. Even as she continued talking, her face transformed.

“…this time of year. The season hits some fillies particularly hard and they cannot help themselves. But here, we have support… support for…”

Rillian blinked three times as her face shifted from a human skin color into a soft pink fuzz. Her muzzle extended in a flash. Her hair changed into a thick, curling mane of light and dark pink. She twitched slightly and her tail burst into existence.

She seemed lost for a moment, as if she didn’t know where she was. Then she blinked one more time. When she opened her eyes again, they were a brilliant, smoky green.

“What… what was I saying?”

Mmmmm… looks just like her. Someone was paying attention to this pictures your roommate sent you. Still, not quite her. Don’t worry, I’ll make a few changes. She won’t be Cheerilee, but she’s be really close!

Dayson blinked. Who was talking? The voice sounded familiar, but he couldn’t place it. And who was Cheerilee?

Oh, don’t let me stop you! Keep going!

Without even thinking about it, Dayson flicked his wrist again. Her eyelids fluttered.

“Oh yes!” the light pink ponygirl said before him, her breasts jiggling with a small laugh. “I was saying that if you have pegasi fillyfriends undergoing those issues, we can put things in place. But that doesn’t explain how I can get you to pay better attention in class. Is there some way I can keep your attention, Dayson?”

His eyes ran up and down her voluptuous body and if it were any possible to get harder, he did. The gorgeous wet dream before him had intensely wide hips, an enormous full ass, breasts made to be groped and suckled and eyes that promised it could all be his. His little insight came to his rescue.

“Well, I have a few ideas, Miss Study Break,” he said with a smile.

Mmm… I’ve been waiting for this…

Author's Note

Oooh! Somepony else is gonna get in on the fun now! Who saw this little one coming? Heeee!!!!! :3

Lemme know if you find any errors by PM!