We’re all sitting in a circle by the fireplace, trying to plan our next move here, and I can grip the cup of hot cocoa well enough by bracing it between my hooves, but it’s too hot to bring my sensitive pony lips up to the surface.

“This is so unfair,” I say bitterly, looking down at the wonderful smelling drink I can’t drink, and then back up at Mira. “You’re the only one of us who wanted to be a pony, and you don’t get to be one! Meanwhile, I have to sit here, and... and I can’t even stir it with a spoon to cool it down. Why didn’t it work on you?”

“First off, here,” Mira says, cruelly presenting me with a spoon. Then she surprises me saying, “No seriously, take the handle in your mouth, then you can stir it just fine, right?”

A few moments later I’m torn between resentment and embarassment as I sulk there, stirring my hot cocoa with a spoon held in my lips.

“You must be the prototype,” Nick says thoughtfully, regarding a yellow and green girl pony, who is me. He’s not having as much trouble with his cocoa, mostly because he doesn’t let it trouble him. Curse his insufferable willingness to just wait for it to cool down! “Maybe Twilight figured out how to make you contagious, but she hadn’t gotten to the point it’d spread beyond that.”

“She sure got to that point now,” I protest grumpily, leaving the spoon in the cup, “You saw the notes we managed to recover. She’s gonna turn a whole bunch of people into ponies in Baltimore!”

“And that’s just the start,” Mira adds in horrified fascination, “They are gonna be contagious then, and we won’t be able to stop it.”

“We’re just gonna have to go there ourselves,” Nick says frankly, “We don’t know who in the police is compromised. We might be the only people on this planet who know what Twilight Sparkle’s plans are!”

“She has no idea we know about this,” I ponder, sipping at my cocoa. Still a bit too hot... not terrible though. The spoon bumps up against my snout. “She thinks she took all the evidence with her. If she figures out we know, she’ll just change her plans, and then we’ll all be in trouble, with no way to stop her!”

“We have to take a subtle approach,” Mira says, “We’re only gonna get one shot at this. If we can surprise her in her hotel room, and stop that... machine. If we have an actual device she made, the police will be forced to believe us, the one who haven’t been taken over that is.”

“Only one thing to be done then,” Nick replies, sitting up straighter from eyeballing the evidence piled in the middle of the room, and addressing us confidently. “We’re going to Baltimore!”

Dragging an overstuffed suitcase in my mouth, a twist of my rather thick neck delivers it neatly into the back of the sedan Mira drove up into the garage.

“Hey did you remember your toothbrush?” she calls out loudly, from beyond the doorway leading out of the garage.

“I don’t even have hands,” I shout back, “And you expect me to brush my teeth?”

“Well, haven’t you been?” Mira says, poking her head in the doorway so she can speak in a more normal tone.

“Uh... yeah,” I say, sheepishly fidgeting there next to her car, “I just wrap my hoof around it.”

“Don’t forget it,” she repeats, then swoops back into the house. What does she take me for, a forgetty forgetterson?

Shut up. It’s a valid phrase.

It’s cool in the garage in the early morning. We had to get up before the sun rose, just to make sure we wouldn’t miss getting there on time. All packed up, ready to drive on to destiny, now a couple of ponies have to figure out how to wear seatbelts in this thing. It’s not the problem I thought ponies would have, mostly because I thought ponies would be... bigger. Me and Nick pretty much sit there with a seatbelt tecnically wrapped around us, but I don’t know how safe it is. We don’t need standing room in the vehicle, don’t need seats removed or anything. We just... sit on the chair cushions like a couple of gangly medium sized dogs.

“You’re getting good at using your mouth,” he remarks from under the blanket, as the car shudders into motion and Mira pulls out of the driveway.

“Shut up,” I grumble back at him from under the blanket, “Just because I can buckle our seatbelts doesn’t make me good at it.”

In order to prevent anyone from reacting with dismay and alarm at a bright green and yellow earth pony mare, and a purple maned grey unicorn stallion sitting in the back seat of Mira’s car, we took back a dark fuzzy blanket to cover up both of us. It’s nice and warm under here. Trouble is, now I’m smelling him. It’s not an amazing smell. Honestly he still smells kind of soapy and a bit damp from his shower this morning. But as the light of the morning sun falls over and filters through the fabric, this peculiarly enticing sort of spicy smell fills up our blanket fort, and when I breathe it in, it seems to fire right down into my groin.

“So,” I loudly declare, trying not to breathe too deeply, “Anyone up for a game of I Spy?”

Nick smoothly cuts in with, “I spy with my little eye, something yellow and green.”

...oh.

“Is it me?” I ask, my ears flattening out under the blanket.

“No, it’s the other yellow and green thing I can see!” Nick drawls, “Of course it’s you.”

“How about this?” Mira asks, “I spy with my little eye, something... square.”

After a few moments, I whine, “Mira! We can’t look out from under the blanket, either.”

We sit there for a while, stumped, while the car turns down the city streets, heading for the highway. “Okay, so... 20 questions?” Nick asks, at last.

Time passes, and 20 questions starts to get a bit more ...focused.

“Is it bigger than a breadbox?” Mira asks.

“Nope!” I declare, giddy in the assurance that they’ll never guess what I thought of.

“Is it animal, mineral or vegetable?” Nick asks.

“Animal,” I say, with a chuckle—I mean—giggle. 2 down, 18 to go.

“Is it a squirrel?”

“Nope.”

They waste 7 more questions on that line, at which point Nick asks in exasperation, “Are you sure it’s an animal?”

“I never said it was an animal,” I reply snidely, “I said it was animal.”

“Is it... multiple animals?” Nick tries.

“Nope.”

“Is it part of an animal?” Mira asks. One of my ears tilts aside.

“Y-yes,” I say, and they’re down to 9 questions. Dammit they’re getting too close...

“Does it have any bones?” Nick asks.

“Nope!”

“Is it found on a pony?” Mira asks, slyly.

“Uh... yeah?” I say, blushing hotly under the blanket. They only have 7 left. If I can just—

“Is it my dick?” Nick asks cheekily.

“Dammit Nick, how did you figure it out?!” I shout angrily.

“Wait, seriously?” he asks, pulling back in surprise, “You were thinking about my dick?”

“It’s kind of hard to stop thinking about it,” I grumble, trying not to imagine it pushing into me, and failing, squirming.

“And I thought Twilight was your one and only!” Nick crows, eyes glimmering with amusement.

“Well maybe she would be, if I wasn’t... this... mare,” I say with difficulty, “I keep having these thoughts, and it’s just... it’s just biology, okay?”

“Having all those womanly thoughts, huh,” he replies in amusement, “Can’t help but think of my manhood?”

“You’ve been pitching a tent for the last hour!” I shout in exasperation.

“Woah!” Mira calls back in admiration, “You’ve had a boner for an hour, Nick?”

“Don’t be silly,” he replies, shifting to swing his... his boner away from my general direction. “No man can maintain a boner for an hour unattended! C’mon, you were a guy a few months ago, Meadowsweet. You know how these things work!”

“It’s been going up and down,” I admit shamefully, my hoof rumpling the blanket as I cover my blush with it. “And I have no idea how my thing works, so it’s kind of a big deal.”

“Well, I can’t help it,” he concludes, “If you’re gonna keep smelling like a girl, I’m gonna have a reaction to it, simple as that.”

“Me?” I retort fussily, “You’re the one who’s been stinking up this blanket with your stupid hot stallion scent.”

“Neither of you can help with that,” Mira calls back, “So who cares? Just be smelly horse buddies.”

We both blush at that. Nick lifts a hoof, and says amiably, “For the record, you smell really good, Meadowsweet. I don’t mind it at all.”

“Of course you like it,” I say mutedly, “That’s the problem.”

“You don’t?” he asks, “Because I can—”

“No, I like it,” I cut in hastily, saying quieter, “I really like it, and that’s a problem. It’s making me want to have sex with you and...” I’m whispering now, as I tell him, “And my scent’s making you want have sex with me. It’s just hard to ignore.”

“Yeah, uh,” Nick says uneasily, “Dunno what to tell you. Sex is a lot more serious for you than it is for me. Sorry I guessed what you were thinking about, flattered as I am. You wanna go again?”

“No, you figured it out,” I tell him with a sigh, “You get to go next.”

“Alright,” Nick says with a gratified smile. He pauses, thinking carefully before saying politely, “I spy with my little eye something wet and squishy.”

“Fuck you, Nick.”

I shift my sensitive haunches, trying to ignore the tingly flowy feeling down there, like warm milk and pop rocks. I know what that means, after two months of feeling that way, but I’m afraid to ask for a shirt to sit on or something, since then Nick would know I want to be a mare for him, even if I get pregnant. If I told him, then I’d have to do something besides sitting in this tense silence, as our vehicle powers on toward Baltimore. I can ignore my... marehood, for now, but ignoring Nick’s stallionhood is another story.

A glance at his own hips shows his dark, flat-headed shaft peeking out again, growing longer and stiffer before my eyes. “Like what you see?” he murmurs in nervous amusement.

I blush and tear my eyes away from his fleshy tool, hissing, “I have to like it. I’m a mare now, remember?”

“Not every girl appreciates me getting an erection, I’d say,” Nick replies quietly, not even trying to conceal his own staring at my hips.

“I can’t help it!” I whisper back offendedly, “I can’t stop smelling you under here!”

“What do you think is making me so horny?” he whispers, laughing lightly, “I bet we could smell each other getting horny from halfway across the room.”

I don’t tell him how I was practically huffing this smell through the crack in the doorjam the other day.

“You two okay, back there?” Mira calls out in concern.

“We probably should get separate blankets,” I reply in a worried tone.

“Yeah, Meadowsweet here is getting horny from being trapped under this blanket with a stallion,” Nick says in all too calm amusement.

“S-shut up,” I tell him, squirming, “I’m not the one with a h-huge hard-on, so there!”

“You wanna have one?” Nick asks, staring at my groin again, “I could give you one.” I don’t think he’s... joking.

“Just like that, huh?” Mira cuts in from beyond the blanket, “I wonder if you’re in heat, Meadows.”

“I’m in heat?” I ask in confusion, “That doesn’t even make any sense!”

“We don’t even know if ponies can get into heat,” Nick says, tearing his eyes away from my groin. “All I know is I’ve never wanted to... to fuck you more, since I changed into this thing.”

“Yeah,” I say in heated restraint, forcing myself to look away from him again, “I know how you feel.”

We sit there, waiting for Baltimore to come, and we don’t even want to stop smelling each other anymore. He smells so good it makes my lip curl. I want his spicy musk to surround me. I have to sit there shifting my haunches, so my... my labia rub against each other, and he’s a hair away from just masturbating right here. With every giddy inhalation, I feel wetter and emptier, and my scent’s making him feel the same way too, in its own way.

“You’re uh...” I say, checking his boner status, “You’re sporting a pretty good one, now.”

“Your hips are so gorgeous, you know,” he tells me a bit dazedly, “I don’t know how any guy could hold back against that. I just wanna take you and... and make you forget you were ever a man.”

“Oh Nick,” I whine tensely, “I don’t feel like a man, anymore. I’m trying not to want it, but it’s so achy and wet. I wish we could. I–I don’t want babies. What am I gonna do?”

“You don’t want babies, or you don’t think you should?” Nick asks skeptically, “If you could... grow a foal inside there, and give birth, would you want it?”

“Why do ponies have to be so horny?” I moan, not even trying to look away from Nick’s erection anymore. The one he wants to put inside me.

“Well I am horny, and you are horny. M-maybe we could just a little,” he whispers anxiously, reaching for my rear. “Just a little.”

I try to tell myself it’s not just a little, but a whole lot. But I want it and he wants it, and he wants me. “I–I’ll get pregnant,” I say shying away, then not shying away. “It makes me wanna get pregnant,” I tell him, pushing my butt into his hoof just to be closer to him, then shakily standing on the car seat, pointing my butt right at him.

Lifting the blanket with my tail, I tell him in a harsh whisper, “S-sorry... I can’t stop l-letting you into my...”

Then he’s on me, and weighing me down, and my rump pikes up against him because suddenly I want it so, so, so bad. The desire just flares in me, and it feels like I’m burning up between my legs. He’s hunched around my rear, a heavy, thick, male pony pressed against my back, strong arms gripping me, keeping me from running away so he can make me pregnant.

“Nick, stop!” I cry out desperately, lunging away from him, not because I’m afraid of him, but of my own desires. He thumps against the back of the seat, declaring,

“Dammit Meadows, I’m trying!” as I hit the door of the car and lie there on my side, looking at him. His penis.

“Are you two having sex back there?” Mira’s voice comes, sending a chill through me that almost quenches my horniness.

“It’s just hard to resist, f-for both of us!” I protest, “Nick was mounting me I couldn’t just let him.”

“Well you were sticking your butt at me,” Nick protested, “And even waving it around, trying to get me to mount you. Don’t act like you don’t want it!”

“Okay hold on, this blanket thing is doing a number on you two,” Mira says.

“Not just the blanket,” I protest, standing up to stick my butt up for Nick even though I shouldn’t, “I haven’t had any in the month he’s been right there. I could feel it, if I... t-t-the urges are... I just pushed it into Twilight Sparkle and came. I had a penis that could... I felt it cumming inside Twilight. Nick has a penis I could... it could make me pregnant...”

Nick starts to mount me again, as I docilely turn aside my tail, but then the whole car makes a sharp right turn, sending us both tumbling again. “What was that for?!” I protest shrilly as the car shakes and vibrates under us. Did she turn down a—?!

“I turned down a farm road, okay?” Mira says, stopping the car. “We’re out of sight of... I think nobody’ll see us here, if they drive by.” There was the sound of her unclipping her seatbelt and she said, “Hold on, I’ll get the blanket off you.”

Then something grabs the blanket we’re panting under, and lifts, sliding it right off of me and Nick. I take a breath of fresh air, and a slick droplet trails down my hind leg. That must be my... lubrication, just coming out of me. Nick and I look worriedly up at Mira leaning up on the back of the driver’s seat. She looks down, meeting our eyes in a timeless moment.

Then Nick looks away and puts his forehoof on my rump, and that makes me look away. I don’t understand how he can do this as he climbs atop my rump, and his forelegs slide down along my flanks. His penis smacks against me down there and I let it because I want it so bad. We urgently shift together until I feel Nick start to penetrate me.

It is nothing like when he was a human. My rear feels like it’s melting as I feel his penis spread open the sort of fleshy slot I have back there, then strong pressure that just sinks into me right there. Every inch of his fleshy pole, I have to stretch all around it. I just brace myself against the seat, panting harder and harder as Nick slides into me, until his hips press right up against mine.

Mira remarks, “So, I guess you’re gonna make some pony babies after all?”

Oh god, he is. I am. “Mira, I...” I say, looking up at her, then Nick just humps, humps, humps, stronger as I stare forward in a panic, gasping, “It... tingles! Can’t... think. unh unh unh unh...”

“Gonna do it, deep in you, gonna...” Nick murmurs, as we intensely thrust together. All I do is stare off feeling that penis pumping in and out of me, getting ready to ejaculate. Feeling with my round, receptive hips singing in pleasure as I slide all around Nick with my vagina.

“I really should separate you...” Mira says, biting her lip, “But I... wanna see my little sister getting pregnant. Just think of the cute foals you’ll make!”

“I don’t... wanna make... cute foals!” I protest tightly, “But oh god I’m doing it I’m doing it I’m doing it uhnnnh...”

Mira’s hand comes down on my mane as she says, “It’s okay Meadows, let Nick put that cute little foal in your belly now.”

“Love you... so much... Mira,” Nick says faintly.

My hot thick heavy hips need to feel this, to feel him. Finally. Mira can watch; I need to give into the hungry urges to do this to myself. It’s so powerful and bestial and thrilling. In and out in and out. I want it deep, deep, deep, just fucking I don’t care. All I can think about is panting and that inner sliding, and the memory of that one time I saw him cum. Big white spurts just jetting out of his huge penis. That’s what he’s gonna do in there.

Nick feels like he’s swelling even huger inside me. I don’t know what I’m feeling and I don’t care. Then he pushes deep and stops. I look back at him in hunger, terror, bliss and desire. He’s gonna do it! He’s gonna?!

Nick’s looking forward at me in pained anxiety, and then something... happens to him, and I think I know what. His anxiety fades, his teeth unclench, his mouth falls open to heavy panting, and he gives me a look of unrepentant purpose, no longer wondering if, or whether, but determined to do what he’s gonna do.

“Wow, Nick’s cumming pretty hard,” Mira observes, as I snap to look at her saying,

“Not yet! If he pulls out now I won’t—nnnhhh!” The penis spurting hot slimy pulses within me makes me stiffen, and that doesn’t stop it. Oh god it’s hot. It’s going into me!

“You’re really putting a foal in her Nick...” Mira murmurs, stroking my mane again.

My mind is blank with the feeling of his semen rushing into my vagina as hard as he can ejaculate it, pooling inside me. Just as much as he spurted on the floor, now it’s all going into me. I whimper, standing there in the back seat of Mira’s car, letting Nick impregnate me.

His penis calms, and his spurts slow, and I’m still tense as a whip, my tingling insides full of—semen! We can’t take that back! I don’t know if I want to take that back. “I–I’m getting pregnant!” I squeak, “I can’t stop! My belly’s changing in there!”

“Can’t believe I just let you do that,” Mira says, hand coming down to slide along my back, “I don’t care if you’re pregnant though. You really needed it. Not like a human baby either. You don’t mind having a cute little pony foal, do you?”

“I...I don’t know,” I tell her faintly, “I feel... s-strange. My whole belly’s... going off. Or something.”

“I could’ve pulled out, but... I want you pregnant too, Meadowsweet,” Nick says, still mounted, still penetrating me, as he sags against my rump, “I–I could smell how much you needed it. And now you’re changing... your scent is changing.”

“I just... I feel weird,” I say testily, lifting a hind leg and planting it again. “Your... penis isn’t shrinking very fast.”

“I’ll head off any farmers,” Mira says, though we are decidedly alone off the road here, “You two just... get a cute foal in Meadowsweet’s tummy, however you like.”

“I-it’s happening,” I inform Mira uncertainly, “My belly’s... m-making you a cute foal right now. Oh Nick...”

Somehow it’s easier for me to just... let myself be pregnant, with how fondly Mira, and... and even Nick feels about my foal. Would it really be so bad if I made a foal for them?

Nick eventually dismounts, pulling what he has left out of me to dangle between his legs. Something else slips within me, and I squeak in surprise as Nick jams his hoof right up against my... my entrance. “Oh jeez, can we get a towel?” Nick asks anxiously back there, “I don’t know how much of my cum is gonna... leak outta you!”

“I can’t believe I have cum in me,” I murmur.

“Yeah, I’m holding it in just to make sure you get as pregnant as possible,” Nick says with a wince that might pass for a smile.

“I don’t think it works that way, but okay,” I tell him, perhaps a little less than pleased.

I feel so pampered, with Nick pressing against my vulva to hold himself inside me, and Mira pulling the towel from out back. I’m definitely the center of attention. My “Ooh—!” when Nick releases me and his semen just dumps out of me is about the most womanly noise I’ve made yet.

So of course I have to be the worst at being a woman in the world, by looking between my own legs, and remarking, “Wow, just look at me go!”

“That’s uh... yeah it’s a...” I do believe I’ve made Nick speechless.

“Sorry it’s just so weird,” I tell the stallion sheepishly, “That I have female parts and they’re... y’know.”

“The weird thing is that it’s you who has it,” Nick replies.

“It would be less weird if you had it?” I ask him in confusion.

“No! Just...” Nick scrunches oh my god that is adorable, “It’s less weird when it’s just something she was... born with.”

“Well I wasn’t, but... I think I don’t mind,” I say, feeling all... fuzzy from that intense sex.

“You don’t?” Nick asks giving me a skeptical look.

“I feel pretty good actually!” I say, sauntering up to him, all giggly inside, “Maybe this being a girl thing isn’t so bad.”

“It’s great, except for the part where you get pregnant,” Mira says, wrinkling her nose at the towel and just tossing it into the back of the car.

My hips feel special. I could make a baby in there. “Yeah...” I murmur dreamily, leaning against Nick feeling so much love for the musky male who just made me a mother.

“You okay?” Nick asks, sounding worried for some reason.

“Oh Nick, you did this to me,” I tell the stallion, gazing at him in abject shining adoration, “I feel so different!”

“I meant to pull out, it just...” he says shyly, looking shamefully downward.

“And you couldn’t,” I coo, rubbing my... cheek against his, and then my whole body, “Because my vagina made you want to push deep in me and cum.”

“You seem really uhm... calm about this,” Nick says, albeit leaning back, a warm edifice of support.

“I guess I do?” I remark in surprise, crossing my eyes at my own soft yellow snout. But then I lean against him again, cheek to cheek, purring, “I feel wonderful!”

He stays with me back here as this thing happens to me. With us under the blanket again, Mira pulls the car back onto the highway, and his scent isn’t driving me insane anymore. Even though I feel like it should be. Maybe it’s because under here, I can smell the moment his penis erupted inside me. As my breathing returns to normal, I couldn’t be happier.

We sit together on our bellies in that silent, sideways contact for as long as it takes Mira to get back on the highway. Then Nick moves, and I move in response, and in moving, I feel funny. “Feels weird to be... just standing here, g-getting pregnant,” I tell him, in a slight flare of nervousness to my blessed calm. “I really was getting worked up there.”

“Yeah, I shouldn’t have done it to you,” he says unhappily, “I was gonna pull out.”

“Yeah, my vagina sure changed your mind,” I say, thinking back to the important place within me, and back in time to when male, I came inside Twilight Sparkle, “Soon as you started... penetrating, you just couldn’t hold back.”

“You changed my mind,” Nick says, nibbling idly at my flicky ear, “I just... started wanting you to get pregnant, and give birth. And you wanted it so much.”

“I didn’t say I did though,” I say worriedly.

“You did, though?” he says in confusion.

“Yeah, after you...” I puzzle out my fuzzy memory that only remembers with crystal clarity the feeling of that fleshy penis’s thrusts, “...I guess your penis changed my mind too,” I tell him softly, “I still feel kind of... tingly in there. Soon as you came, I just... changed.”

“Just glad you feel okay with it,” Nick says softly.

“God, I could be just like my mom now,” I realize in shock, “She felt like this when she was getting pregnant. With me!”

“I never wanted to be a dad before,” Nick muses, laying his head on the back of my neck, “But I was trying so hard to, when I was...”

“Cumming inside me,” I tell him fondly.

“So I guess I... will be a dad,” Nick admits uneasily, “If you really are gonna... give birth.”

“I... I actually can’t even imagine giving birth,” I confess, thinking of my well used vagina, “Even your penis was too big, when you were a human. It actually hurt to... to stretch around it. Your pony penis is amazing and perfect though. I–I guess that’s one good thing about this transformation.”

“Could be better,” he says noncommittally, “I miss hands. But yeah, I never came like that in a million years until I was a pony. It’s... nice.”

A moment later, and I feel a little worried, saying, “Ponies have such big heads. If it hurt when you were a human... I’ve seen girls giving birth o-on TV before, and they were in so much pain. They were just screaming and swearing, and... that’s just gonna happen to me?”

“It’s not like on TV, but yeah,” Nick says resignedly, “Haven’t read much about it actually, but I will if you’re pregnant.”

Despite both our efforts, my mood continues slipping down like that in fits and spurts, but it takes the better part of an hour to go into a total meltdown.

“Calm down, Meadows,” Nick says frantically, “It’s—”

“I can’t calm down!” I protest my breath coming short and shrill, blind as I stand up under the blanket, “It changed me somehow! I didn’t even care about your... your gunk inside me. Oh god it’s still inside me. If I get pregnant, I’m not ready to be a mom! Oh god what’s happening to me? I feel terrible about this! I felt so good before! Oh no, Mira, I’m sorry! I just... I just ignored you, and I didn’t want you to stop me so I could get pregnant. I should’ve said no! I should’ve never let you start, if I knew you couldn’t stop! Nick I’m sorry I—”

“Meadowsweet, calm down,” Nick says, pulling the blanket up and getting right in my face, “It’s just some hormonal thing. You’re fine. If you get pregnant we’ll deal with it, but now’s not the time to be upset. Just relax, and it’s okay if you freak out a little. Do you want... me to sit with you?”

“Uh... uh huh,” I say, feeling like a stupid little baby for saying it that way in a childlike, high pitched girl’s voice. Nick sits with me in the blanket, and he hugs me as I shiver there, afraid of my own bottom, full of the semen that I felt Nick’s penis so earnestly spurting into me. “God I’m a wreck,” I moan into his embrace, “I just wanted some relief. Didn’t want to turn into a girl, and didn’t want to want to be a girl, I just did.”

“No talking,” he says, “Just... go with it. Do whatever your body needs to do. And I’m sorry. I won’t ever do anything like that to you again.”

“But... but I liked it,” I whine.

Giving me a look, Nick says, “Just... no talking okay?”

I sit there shivering against his comforting warmth, and I feel awful and scared and pregnant and... he’s right I need to calm down. Now that I’m a girl, it really must be some hormonal thing. Not like back in college, when I couldn’t...

...it’s exactly like back in college, isn’t it.

“We’re gonna find Twilight, and we’ll have you changed back before you even think about getting pregnant,” Mira calls out behind her, as my awareness helps cool my anxiety, “Even if you are pregnant, it’ll probably be able to change you back. We have to stop her from doing this to a bunch of others. Then we can fix this. Don’t worry.”

It’s some measure of comfort.

Once I feel okay enough to talk, I say in a little voice, “Nick, I...” I turn to look at him, still flustered from what we did together, but not... panicking, at least. “I don’t blame you for this,” I finally settle on telling him, “I know how hard it can be to resist my... a female’s invitation. I couldn’t stop, either. Nick, I don’t know what to do!”

“Stop Twilight,” Nick suggests darkly, “Then we can... try to figure this out. She knows what’s going on here. She can change us back as easily as she changed us forward. I swear I’ve never been this horny before. Did Twilight plan this?”

“I don’t know anything about pregnancy,” I fuss in frustration, “Maybe it’ll stop me from transforming back. How long until we know if I’m pregnant? Because I never even... I never even looked up this stuff! What if it starts tomorrow? Or this afternoon?”

Mira speaks up then, calling over her shoulder, “Hey Meadowsweet, it’s uh... about a week, until symptoms—I mean—signs start showing up. If you start menstruating, obviously it didn’t take.”

“Menstruating?” I ask in confusion, “What’s that?”

The car swerves on the road. Mira pulls over, hard.

“You never learned about menstruation?” she shouts in outrage.

“I–I guess not?” I tell her, trying to tell what she’s doing through the blanket, “Is it a girl thing? Because if I learned about it, I don’t remember.”

Mira starts driving again.

“Wow,” she says in impressment, “Remind me to tell you about menstruation some time when Nick’s not around.”

I think about that a moment, then say in puzzlement, “Why can’t Nick be around?”

“It’s kind of a girl thing,” she says seriously.

“Oh, is that why I never learned about it?” I ask, thinknig on her words, “Because you can only tell it to other girls?”

“N—” Mira starts to say, then pauses. “Huh,” she replies eventually, “I guess that could be true? You might’ve learned it in sex ed.”

“Back in high school?” I ask critically. “I barely remember Geography!”

“Well, I do know what menstruation is,” Nick says with very flat ears. “Unlike some pony, I’ve had a girlfriend before.”

“Hey, I had a relationship with Twilight Sparkle!” I protest, frowning.

“Her evil twin, for two months, yeah,” he says teasingly, “You didn’t catch her at her period during that time?”

“Her... period?” I ask, a vague horror rising in me as that word reminds me of... something I heard before. Maybe in a movie?

“Okay, so imagine this,” Nick says.

“Oh no,” Mira moans, “Don’t you dare, Nick.”

“No, I’m curious,” I tell her. “What, is it disturbing? I’m not a little kid anymore y’know.”

“You have your girl laying against your chest,” Nick describes fondly, “She just rode your dick like no tomorrow until you nutted, and then you just slipped out of her. Then, you notice that your crotch is covered in blood.”

My teeth clench, as Mira whines, “Nick!”

“You think she’s dying,” Nick goes on eagerly as I listen in horrified fascination, “You freak out and jump out of bed, trying to call the ambulance. She stops you at the phone, and she’s freaking out too, but not for the same reason. She tells you she forget she was on her cycle, and you ask her what the hell does that mean. She’s standing there totally naked, as if she doesn’t even notice the blood dripping from her cunt. ‘I didn’t even notice!’ she tells you, ‘I swear I didn’t know my period started this early!’ You ask her if her period means that her vagina is going to be bleeding, expecting her to react with horror when she realizes her horrific injury. And she looks at you like you’re an idiot, still bloody mind you, and says ‘Um, yes?’”

“Nick, you seriously learned about menstruation by having sex with a girl on her period?” Mira asks in exasperation.

“No, I learned about it when she made me go buy tampons, and I read the label on the box,” he replies evenly, “But I like my story better.”

“Nick, shut up,” Mira growls, “I’ll tell her what it is if you’ll just shut up!”

“Shutting up now!” he says innocently.

There’s all too long of a silence.

“Meadowsweet?” Mira asks in honest concern, “Are you okay there?”

I try to breathe. “I’m—” I say queasily, trying to escape my own groin, “I just... I’m gonna b-bleed out of my...”

“It’s not blood, first off,” Mira asserts. “It only looks kind of like blood. And it’s completely healthy. Every girl goes through it, once a month. I guess they don’t bother telling guys about it, because they don’t have to deal with it.”

“Well it’s definitely a... a shocker!” I whimper.

“You think that’s bad?” Mira drawls, “Try never being taught about menstruation until it starts happening to you one day.”

“But didn’t you say they taught it in sex-ed?” I ask in puzzlement.

“Yeah, once you’re 16,” she groans, “Menstruation can start as early as age 9, and usually by the time you’re 14.”

“S-so you started bleeding,” I say with a wince.

“I thought I did,” she replies, “I tried to um, find the injury. Didn’t tell anyone at first ‘cause I was scared it’d be something serious. Then Mom was like ‘Oh Honey, you’re having your first period! That is such a magical miracle wonder at your time in life!’”

“Huh,” Nick remarks, “You sound a lot like your mom, Meadowsweet.”

“Mira was exaggerating. Mom does not have a high, squeaky voice!” I squeak in offense.

“No, I meant her deluded optimism,” he replies dryly, then in a falsetto, “‘Oh, Twilight Sparkle is visiting me! That is such a magical—’”

“I get your point,” I snap at him, cutting off Nick’s falsetto. “And it was literally magical. She’s a magical unicorn!”

“...changeling,” he adds.

“Right, changeling,” I reply softly, looking away from his eyes, back at this grey blanket covering the both of us.

“Menstruation is...” Mira says, pausing in thought, “Once a month, a female releases an egg, right? You know that, right?”

“I did pay some attention in sex-ed,” I say, rolling my oversized eyes.

“Well, the uterus has to get um... ready for that egg to implant itself,” she continues, “If it ever gets fertilized. So it’ll thicken, and engorge with um... blood. Just to connect with the egg, I mean. Not bleeding out the vagina, but like... blushing. Your uterus gets nutrients to the—er—the uterus gets nutrients to the baby through your circulatory system. Kid hooks up to it, and it all turns into like, the amniotic sac and the placenta and stuff. I dunno exactly.”

“So, when does the bleeding start?” I ask uneasily.

“If you don’t get fertilized,” she continues, “It can’t just stay engorged. Has to clean out and start over for the next egg. So all that um... tissue sort of comes off, and there’s only one way for it to get out of you.”

“How is that not bleeding?” I ask, turning on my side to squeeze my thighs shut over my feminine V. That thing’s gonna freaking... bleed?

“Because it’s the used tissue, not blood,” she says nonchalantly, “It’s totally isolated from your circulatory system before it starts shedding. So you don’t have any cuts or injuries. Just a lot of um, bloody tissue that makes its way out of you. And blood...ish. Old, unused blood.”

A moment to blink at that bizarre... image, I ask in a small voice, “Do... do you get enough iron in your diet?”

“What?” Mira asks cluelessly.

“You’re not injured, but you’re still losing iron,” I tell her, “You know, hemoglobin?”

“Um... red meat, mostly,” she says, “I never had any sort of problem. I think when guys eat all that iron, it just passes through them.

“It might be why I like spinach more than you,” she suggests on an afterthought.

“I... actually like spinach now,” I mumble sheepishly. “I was hungry, and... and it was all Nick got from the store, because... I was a pony.”

“Well, um... yeah, so... once a month a girl will start y’know...” Mira trails off.

“Bleeding out of her vagina,” Nick says helpfully.

“So, if that happens, you’re not injured or anything,” Mira replies, “It’s just your monthly attempt at pregnancy. You can... you actually can stick a tampon in there, to keep from making a mess.”

“Oh, so that’s why nobody likes tampons,” I say faintly.

I have a lot to think on as we drive down the road. “I’m not going to have menstruation, am I?” I muse to the solemn silence. “At least that’s something good about getting...

...

...pregnant.”

“Yeah, but then you have to give birth,” Mira groans, “And then you really do bleed.”

“O-oh right,” I say mutedly, “How am I going to... how am I going to do that?”

“From what I hear, it’s mostly automatic,” Nick replies helpfully.

“Yeah, but... me?” I reply, looking down at my yellow forehooves. “I can’t even imagine... no, I can imagine, and that’s kind of terrifying.”

“That it’d hurt?” Nick asks sympathetically.

“I feel like I’d want it,” I tell him, hugging my forehooves against me, “Even while it’s hurting.”

“Better to want it than not want it,” he muses.

“Never thought I’d... enjoy having sex as a girl,” I tell him shyly, looking Nick’s way with a blush.

“Yeah, it was pretty incredible,” Nick says distantly, remembering the experience.

“Are you two gonna go for round two?” Mira asks cheekily.

“Round—?!” I utter, lifting my head and looking her way in shocked outrage.

“I had sex with him too, y’know,” Mira says with an audible roll of her eyes, “I know Nick can get it up again.”

“O-oh that’s right, you did,” I say faintly, staring forward.

“Sorry if I’m ...out of line,” Mira says uneasily, “I mean you were the one talking about sex and how sex changed you into a pony. I figured you were... I mean I know you’re into that stuff: it’s just biology, but we just never talk about it because... well... y’know.”

“I really don’t,” I say in a resigned frustration.

“You know, how I’m your sister?” Mira says cautiously, “It’s just inappropriate for us to uhm... talk about that stuff.”

“It’s not like you were having sex with me,” I gripe, “Nobody was!”

Mira doesn’t answer that, and considering I just had sex in front of her as a girl and got pregnant, I’m feeling unusually bold about it, so I tell her, “I’d appreciate it if... you’d tell me about that stuff. I won’t get offended; how could I? Even if I can’t... get any myself. Once I change back.”

“Well I know it’s awkward to talk about,” Nick says, “When you can’t get any, and I don’t want to... y’know go gay for you, so there’s nothing I can do to help once you get changed back. So much easier to talk about, now that it’s an option.”

“And it’s not gay?” I ask.

“I’m a vagina man, what can I say?” Nick says in amusement.

Sighing, I just give up and say, “If it’s hard to talk about sex with someone who can’t get any, that would explain why I couldn’t get any.”

“And now you can,” Nick insists, “And Mira’s right I can get it up again. Not like you’d be any more likely to get pregnant, right?”

“Hold your horses,” Mira calls back, “I need to find a place to park already.”

Nick and I can’t resist peeking out from under the blanket as Mira says, “Oh wow. The convention center’s pretty spectacular. Look at this architecture!” The space age modern building with its tall columns and faceted glass ceilings is pretty amazing it’s true. I haven’t seen much like it in my life, not that I can see much without risking someone seeing us.

Mira drives around looking for parking as Nick and I retreat under the blanket. His penis is starting to come out again. He looks down at me looking, and before he can say something snarky, I stammer, “S-so about that round um, two?”

“We don’t have time,” Nick says in disappointment, so I turn and present for him under the blanket, saying,

“Maybe we could just do it a little?”

Blinking at me, Nick stands and moves forward, his penis hanging between his legs before he unceremoniously mounts me, saying, “Meadowsweet, you’re amazing.”

Blushing hard, I stammer, “W-well it’s just I can’t get any more p-pregnant and if youu...” His penis is just going right for me. “Oh Nick,” I say, trying to angle myself to get him in, and it just works, and as he sinks deep I have to say huskily, “I wannit.”

“Ugh, parking here is terrible,” Mira says, the car turning this way and that, making us struggle to stay put and thrust him into me, but boy do we try. Nick wants in me bad, and I want him. “I’m going to try this garage,” Mira says.

Mira revs down the car, giving us some precious moments to urgently thrust together. I stumble forward as the car lurches forward again, Nick slipping sloppily out of me entirely. I guess as Mira passes the toll gate, and the light outside the blanket darkens.

Nick’s mounted up again by the time Mira finds a parking spot, and we’re both panting quietly as he thrusts in and out. The car finally stops and turns off. Then the overhead light comes on through the blanket, and Mira lifts the blanket off of me and Nick. U-uhm.

“We um, we wanted...” I say looking up at her as Nick rolls his hips against me and his penis within me, “R-round two.”

“It’s fine,” Mira says appeasingly, “You two are still adorable. Um... you might wanna stop though, because we need to figure out what our game plan is here.”

“We can talk like this,” Nick says, thrusting deep and holding there, “Unless Meadowsweet thinks I’m too heavy?”

“N-no you’re wonderful!” I exclaim, looking back at him, then blushing again and looking forward. “Yes, we can... talk like this, I guess,” I agree self-consciously.

“Not like you get many chances to do that,” Mira replies in an impressed tone, “So... any thoughts?”

“Besides Nick’s penis in my vagina?” I ask, wryly, though a little surprised that I can think about more than that. When he’s not actively thrusting as fast as he can, I just feel wonderfully full, and an urge growing in me to thrust, but nothing stopping me from waiting and letting it grow. “A-actually, where’s the floor plan we printed out?”

Mira unfolds the floor plan in front of um... us, and I can crane down and look at it with no problem, as long as I don’t try to thrust too hard.

“We need to find the Ventilation System,” Nick points out atop me.

“There’s a service entrance here,” I remark, “It’s marked so it’s... probably where Twilight went in.”

I try to reach a spot on the map, but I have to pull away from Nick to do so, and he pulls me against him, snorting as he starts to thrust. Soon we’re both just having sex again, not really paying attention to anything else.

“Well that explains how that turns out,” Mira says, in a strange sort of melancholy as she asks, “So are you two just gonna finish or...?”

It’s hard to think, but I’m worried about her, and full of penis, but are we doing something wrong? I try to separate from Nick, but he just pulls me against him as I just want to stand there getting fucked. But...!

Wincing at the... tension at my entrance, I lift a hind leg and firmly push back against Nick’s abdomen to stop him from thrusting into me. Nick just releases me then though, dropping out entirely and coming to all fours beside me. “Yeah, it’s... it’s too hard to talk like that,” he says, somewhat mollified.

“It’s weird that we can just... do that,” I say, looking at my own hindquarters in disbelief, “I mean, wow. Just...”

“Back to the matter at hand,” Mira says, sounding irritated enough for me to give her another worried look.

“Twilight doesn’t know I’m a pony, so I can get the jump on her when she comes in and sees Meadowsweet,” Nick goes on, the stallion who should be inside me, instead jumping down between the seats to look at the map. When he rears up on it, his dick hits the seat. I can’t imagine he doesn’t feel that. I can’t believe that fits in me.

“I-if she uses some sort of changeling mind control,” I contribute, pointedly not looking at Nick’s penis, “Her notes said it made ponies into loyal slaves.”

“If she tries anything, Mira can come in and subdue her,” Nick says, with a look Mira’s way, “She’s not a pony so she should be immune.”

“And I call the police, soon as we see her,” Mira says, “That way she won’t havn time to signal her corrupt cops to stop it.”

“The entrance is out on the street, though,” I say, touching the spot with a hoof, “And it’s broad daylight outside.”

“I can go out in broad daylight,” Mira says confidently, “So how about you two stay hidden in the car here, while I look around for some way to get you there unseen.”

“That’s perfect!” I tell her in delight. I walk up to Nick hopefully. He’s so big, and smells good and there’s no more risk putting him inside me. Turning my rear his way and lifting my tail, I notice Mira’s still there giving me a very amused look.

“I didn’t know you’d be such an insatiable minx,” Mira says, as I blush hard, stammering,

“I–I was just—”

I can’t help taking heavier breaths then, because Nick mounts me, hooves sliding down along my flanks and oh, there’s his penis touching my belly! “I was just trying to... help him finish,” I try to explain to Mira.

“You look like you need some finishing too,” Mira says appraisingly as Nick’s already pressing into my vulva. I think he’s getting better at finding his way into me already.

“He’s—penetrating me~“ I tell Mira as I can’t stop that penis spreading me open deeper. I can’t help but start panting hoarsely at the feeling. I look up at Mira guiltily, feeling him slide all the way up inside me, in a few hot thrusts, until I’m full again,

“He... he’s in,” I conclude.

“Yeah I can see that,” Mira replies, “Giving me a play by play, huh?”

Why was I telling her? It just seemed so important, because I was—oh yeah, “So just... go unh, do your thing,” I tell her, having a hard time talking as Nick starts thrusting, not even really remembering what Mira’s thing is, only thinking about how to get more of those hearty thrusts into my passage.

“You two are so horny, it’s just taking you over,” Mira says wistfully.

“Sorry, I just—just want to...” Nick says atop and inside me.

“No don’t worry, it’s adorable,” Mira says with that melancholy to her voice that gets through the foggy lust that’s already descending upon me.

“You two keep making pony babies then,” Mira tells us casually, as we mate together here in the back seat, “Don’t worry about me. I’ll be back once I’ve found something you can hide in.”

“You can... stay,” I say senselessly, “You can h-have Nick too. You were leaning on the... the wall, with his seed coming out of you. Your... h-hips looked so beautiful!”

“Nice of you,” Mira replies curtly, leaning over us as we hump together to turn off the overhead light, but then backs out of the car again saying, “Cover up with the blanket after you’re uh, done. Just in case anyone parks near here.”

She closes the door and leaves then, and though I watch her go worriedly, it’s wonderful as silence descends, and Nick continues to thrust. I don’t want to make noise, just feel this eager hefty sliding of that flesh pole dripping with my juices. We’re just quietly thrusting together, in the darkness of the parking garage. It’s okay I don’t want to do anything else now. Not talk, or think, just the same thing over and over again, in a rhythm that’s gonna get Nick to cum.

Besides that utterly satisfying sliding stretch of a penis within me, a tingling is growing, descending up into my pelvis. I’ve never actually... orgasmed as a female. Am I gonna do it this time? The echoey car noises in the distance make my ear turn that way nervously, as I crouch there, urgently fucking him. He bites my neck then, just... grabs me with his teeth. I–I don’t know why. I feel him, want him, have to stand here for him and have his babies.

He pushes deep then and I can’t escape. He won’t let go. Then with a snort of hot breath against my neck, I feel Nick ejaculating into me again. I don’t try to escape. I just close my eyes, feeling his cum rushing into me. As if his sperm weren’t already inside me. I had to have produced an egg. Just popping outta me in there, and now it’s gonna grow into a pony baby. Nick doesn’t cum as much this time, which is probably good, since Mira’s not here to help clean up what’s dripping out of me. I still relish every rushing spurt in me, staring off with slitted eyes, feeling him do this to me.

Nick releases the skin of my neck then, saying “Sorry, I...” I feel a soft tongue lick there, right by my mane, “Just seemed like...”

“No, you did... good,” I tell him reservedly, “It made me feel... ready to have your babies, so it’s probably supposed to happen.”

“I guess ponies are cats after all,” Nick says.

A laugh belts out of me at the fitting absurdity of that. My laugh gulps to a surprised halt right away though.

“You okay?” Nick asks worriedly.

“It feels... really weird to laugh with a penis inside me,” I tell him, wide-eyed.

A moment’s pause, then Nick starts laughing too, and it’s contagious. And this time I don’t care that my vagina is sharing in the amusement, twinging unmistakably around him with the hearty contractions of my diaphragm.

It’s only after Nick pulls out, and unmounts, and cuddles my still giggly, female pony body against him under the blanket, that my ardor start to cool. “I... I’m feeling weird again,” I tell him nervously, as anxiety flutters in my chest, “It’s weird being a female. I... I really did start wanting to get pregnant.”

“And you don’t now?” Nick asks quietly.

“...I don’t know,” I mumble into his chest, “I can’t really... get pregnant anyway because we’re gonna make Twilight change us back.”

“No, that means you can get pregnant,” he says, “Because it won’t matter when you change back. So you can get as pregnant as you want.”

Shivering at the forbidden thoughts, I pull Nick’s hooves down to my belly, pressing them against my lower belly, where my soft round pelvis only holds an entrance. “That’s where my uterus has to be,” I tell him, “That’s where I want to... make your baby. I feel like such a girl now. The sex... I don’t feel like a guy anymore. I feel like a... a girl. And a mom.”

“I’m just glad you’re not freaking out about it again,” Nick chuckles, affectionately nuzzling my animate ear. “You’re okay with just... having my penis in you now, huh?”

“I guess I was getting awfully worried about sex, and ‘us’ for a while there,” I murmur, “It was... a lot better than I thought it’d be.”

“You were so stressed at becoming a... mare, and a useless earth pony,” Nick says emotionally, “But between your legs you’ve got a treasure that’d put Griffonstone to shame.”

“So do half the gryphons in Griffonstone,” I point out a bit unhelpfully, squirming my legs together around that slimy “treasure.”

“Well yeah, but... you know what I mean,” Nick replies.

“I... I can’t believe I feel so calm about this,” I say in the sacred quiet of an echoey car garage. “Hope it lasts this time.”

“Sorry you’re going through this,” Nick replies sympathetically, “But it’s so fascinating what you’re figuring out as a mare. I mean how many chances do guys get to be female? And you’re paying attention to it.”

“Why wouldn’t I pay attention?” I ask the warm unicorn against me, an ear flicking in... some emotion. I don’t really have much control of my ears either.

“I don’t think many girls would think about how arousal makes her want babies,” Nick points out, “Other people don’t even want to think about it, but you pay attention to yourself. It’s just really cool. That’s one thing I’ve always liked about you, even when you weren’t a pony.”

“Paying attention to myself?” I reply curiously.

“Paying attention,” he says, “Exploring new ideas. It’s something I’ve never gotten from a girl before, and now my friend gets to be a girl.”

“I’m sure lots of girls explore new ideas...” I say uncertainly, holding my forelegs over his hooves hugging my fuzzy chest. His seed slips slowly within me.

Nick sighs against me, and says, “They don’t think it’s safe to tell it to a... a boy, I guess. You’re just so open and trusting. Others think I’d just use that knowledge to trick them into having babies, but you trust me enough to ask me to help you with it.”

“But...” I murmur uneasily, “Didn’t you trick me into having a baby?”

“T-that doesn’t... I mean, not intentionally,” he stammers, flustered, “I meant how guys intentionally do it, because they... hate women or something.”

“Yeah, you were just...” a warmth flares in my heart as I snuggle closer to him, “Being an animal. And I did tell you it was making me want babies.”

“You trust me enough to open up to me like this, and that’s just amazing,” Nick says gladly, “It’s just really cool to be with you like this. Even if I...” his ears go down again, “Kinda might have gotten you pregnant just now.”

“I suppose if I was less trusting, none of this would ever have happened,” I say in surprisingly little regret, “It’s really... it’s not like I condone Twilight’s actions, or want to be pregnant, but I... think it’s really cool to be with you like this, too.”

After a pause, Nick adds, “Cumming inside you is also a nice perk.”

Blushing, I squeeze my legs a little tighter together on Nick’s penis, saying, “Y-yeah it sure is. I guess maybe it’s not such a bad thing that I got changed into a mare?”

“Hey, I’m not complaining,” Nick says in amusement.

“I’m just glad I can feel this way,” I tell him quietly, cuddling closer, “I... I know I’ll worry too much about this stuff later, but right now, I feel like I can just lay here with you and... just be here.”

“Me too, I haven’t felt like this in... forever,” Nick says, close and calm.

“I wonder if Twilight will let me stay a pony, until I can have your baby,” I muse in the quiet darkness.

“...you don’t have to,” Nick says again, “But if you want to, then... I don’t see why not. I think you’ll be a—a wonderful mom.”

Swallowing I tell him in a strange excitement, “I’ll t-try my best.”

So we lay there, with automobile traffic noises drifting around us, under this blanket where we... where I got so freaking impregnated I’m surprised it’s not coming out of my ears. How the heck did things get this far, this fast? It all just bowled me over like a wrecking ball, and now we’re... um...

“Am I your girlfriend, now?” I ask Nick in confusion.

His quiet snore says I’m not gonna be getting answers any time soon. Amusingly enough, he hasn’t... entirely slid out of me yet. So I just lay there feeling his chest rise and fall against me, until I drift off, myself, my whole new womanhood purring at the memory of the manhood calmly quiescent in its little sheath again, within the stallion behind me.

Author's Note

Yep, the entire rest of the story is pretty much just unrelated sex scenes that don’t move the plot along at all. Nobody ever heard from Twilight again, and they never the plan, until everyone almost accidentally the whole thing, and then sexytimes abound. That’s pretty much exactly how it goes. Hope you didn’t expect any mysteries to be revealed or anything!