Unexpected Changes

by BrightestMidnight

Rating: mature
Tags: Sunset Shimmer, Main 7 (EqG), My Little Pony: Friendship is Magic, Human, Other, Romance, Porn, Mystery, Cutie Mark Crusaders, Equestria Girls, Sex
Length: 23314

A mysterious magic is turning humans into ponies and other species. With her and most of her friends already in stages of the transformation, Sunset has to figure out what's going on before its too late.

It all started with a series of mysterious magical readings picked up by Twilight Sparkle that were heading towards Canterlot. A mysterious magical force is starting to infect people and turn them into ponies, but with her friends already starting to change, Sunset Shimmer seems to be the only one who remembers they were ever human.

What will happen? Will she be able to stop this or will there be no humans left?

This has sex scenes in it tied into human to pony transformation, but its more of a clop with a plot thing. All characters are at least 18.

Published 2018-06-08 21:50:14 UTC
Last updated 2018-07-02 05:38:31 UTC

It Begins

"Hey Twily, is everything okay?" Sunset asked as she carefully opened the door to Twilight's room. "Your mom called, she said you've been up here working for the last couple of days without coming down except to eat."

"Huh, oh, yeah," Twilight said as she rubbed her eyes a little and looked at the young woman with a tired smile. "Sorry Sunset, I've just been looking into something lately."

"Is there a problem? I mean, you only work like this when something important is going on," Sunset said as she gently wrapped her arms around the purple skinned girl. "Come on, your family and friends are getting worried about you, what's going on?"

"Have you heard about the recent rise of weird power surges in rural areas?" Twilight asked as she removed her glasses and sighed a little.

"Yeah, I saw something on the news about that," Sunset said with a shrug. "I thought it was weird, but they said it was just a glitch in the system or something. Why is that bothering you?"

"Its not a glitch, see, every time a surge happens I've been getting a massive reading from my own equipment," Twilight said with a shake of her head. "Its Equestrian magic, and I'm afraid that its not just in one area either."

"What kind of Equestrian magic do you think?"

"I honestly have no idea, I've been going through historical records, legends, anything," Twilight said. "The closest I can find is a story about a village that vanished near one of the sites. There's no information on what happened, just that it vanished into thin air one day."

"Weird," Sunset said and paused a moment as she thought about that for a long moment. "So, you think this might have something to do with Equestrian magic?"

"Yeah, I'm running a search for weird disappearances right..." Twilight said as there was a ding from her computer. "Did you find something?"

"Maybe," Twilight said as she pulled open the window and both of their eyes went wide when they saw the news article that had been found and the picture that was under it.

SEARCH FOR MISSING GIRL CALLED OFF.

The search for 8 year old Sunset Shimmer has finally ended after almost two months. The local orphanage that she was living in the town of Sunrise Lake has said that the girl had attempted to run away on several occasions before, and believes that this was another attempt. The police have searched the surrounding woods thoroughly, but there have been no leads on the whereabouts of the young child and she is believed dead.

If anyone has any information, please Call the Sunrise Lake Police Hotline at...

Below the article was an image of a young Sunset Shimmer that looked like she was about 7 or 8.

"But, that's impossible right?" Twilight asked as she looked up at Sunset. "This article is over 10 years old, how long ago did you arrive on Earth?"

"Not even half that long," Sunset said with a pause. "Is it possible this is the me from this universe?"

"Maybe... but then why did she go missing?" Twilight asked.

"And what happened to her..." Sunrise added and shook her head a little. "I don't know Twilight, something about all of this is weird. I don't know what's going on here, what's the connection?"

"Its where the first of the surges came from, and where the missing village was," Twilight said and paused a moment. "I don't like this, something about all of this is weird..."

Sunset nodded softly as she looked at the screen for a long moment. She had sometimes wondered where her own counterpart in the human world was, had she really been missing this whole time? Was it possible she was dead?

She sighed a little, that was going to bug her to no end, but for now they didn't have any options but to hope that if her counterpart was out there somewhere she was okay.

"Alright, lets see if we can find something else out, but you need to get out of the house," Sunset said. "Besides, we have a double date tonight with Rarity and Applejack remember? Do you really want to explain to them why we had to cancel on them?"

"Oh that was tonight?" Twilight asked and facepalmed. "I'm sorry, I've been so busy with everything I don't even have an outfit picked out yet!"

"Twily, calm down, you'll look fine no matter what," Sunset said with a chuckle as she kissed her girlfriend gently on the lips. "Come on, how about you show me what you've found and we can figure out a pattern. We still have a few hours before its time to go anyway."

"Alright, well the surges seem to be popping up at random," Twilight said as Sunset leaned over and looked at the screen for a long moment.

Neither of them noticed that Twilight's tablet had a notification of a new reading coming from Sweet Apple Acres.

<--->

"Rarity, Ah don't understand why yah have ta spend so much time gettin' ready," Applejack commented as she waited outside of her bedroom where Rarity was trying on outfits that she had brought with her to show off to her girlfriend.

Correction, the small mountain of outfits that Rarity had brought with her.

"Darling, I want to look my best! This is our first double date with Twilight and Sunset," Rarity said from inside.

"We ain't exactly goin' ta tha fanciest restaurant in Canterlot yah know," Applejack said with a roll of her eyes. Still, she knew that Rarity was going to look beautiful no matter what she dressed in, the farm girl sighed and looked out the window towards the barn where Big Mac was working, she chuckled a little when she saw a woman with lavender skin and a curly purple mane walking out of the car and off towards the barn.

"Looks like we ain't tha only ones havin' some fun today," she commented with a chuckle.

"What was that Applejack darling?" Rarity asked.

"Oh, nothin' sugarcube, Sugar Belle just came by is all," Applejack said with a shrug and started to look away from the barn when she stopped in mid-stride.

She could've sworn she saw a quadrupedal figure with a golden horn sticking out of a cloak moving out of the shadows near the barn. It suddenly snapped up and looked at Applejack in the window with barely visible green eyes.

"What tha..." she said and the figure vanished in a flash of green.

"I'm coming out," Rarity said and opened the door revealing the pale skinned woman dressed in a long flowing purple dress that hugged her curves nicely, but Applejack was still looking out the window. "Applejack, what's wrong?"

"Ah have no idea," Applejack admitted as she looked back at Rarity and smiled a little. "Yah look beautiful Rarity, sorry Ah just thought Ah saw somethin' outside is all."

"What did you see?"

"Ah, don't know... Ah swear it almost looked like a Unicorn or somethin', in a cloak," Applejack admitted as she rubbed the back of her head sheepishly. "Ah know it sounds crazy, but its what it looked like ta me."

"I see, well, maybe we should call Sunset," Rarity said.

"Nah, its probably nothin' more than mah imagination," Applejack said and shrugged a little. "Ah mean Ah know Unicorns are real in Equestria, but its kinda silly ta think that they're over here. We'll talk ta her about it tonight, Ah doubt its that big a deal."

"Oh all right, so how do I look?" Rarity asked and did a little twirl. "I just finished this today."

"Yah look amazin'," Applejack said and leaned in and kissed Rarity softly on the lips.

"Applejack, you say that about everything I wear," Rarity said with a smirk.

"Because yah look amazin' in everything," Applejack said with a chuckle as the two shared a long kiss.

They didn't notice as there was a soft glow coming from outside and motes of energy flew through the window into the two women. They glowed briefly before it faded just as they broke the kiss.

"Did yah just feel somethin'?" Applejack asked as she looked at Rarity.

"No, did you?" Rarity asked and Applejack shrugged. "Come on, lets get you ready for the date, I'm not letting my marefriend go looking like a slob."

Applejack just groaned and rolled her eyes as she let Rarity push her into the bedroom to get changed. "But Ah don't have anythin' nice ta wear."

"That's why I brought some for you silly," Rarity said with a giggle. "Don't worry darling, you'll look fine."

Applejack just snorted a little and shook her head as she let Rarity start to undress her and go over the clothing options that she had brought with her.

<--->

At the same time Applejack was waiting on Rarity, Big Macintosh was working on getting his chores done in the barn. He had finished feeding the animals and stretched out a little bit, he knew that Sugar Belle would be there soon so he was hoping to get everything done so he could spend some time with his girlfriend with time to spare.

He smiled a little, it had only been a few months since he had met Sugar Belle and while it had taken some getting used to the fact that he had a girlfriend he had done his best to be the boyfriend she wanted him to be. He took a deep breath and smiled a little when he heard the sound of a car pulling up and he looked up just in time to see a cloaked four legged creature move out of his view.

"Hey Big Mac!" Sugar Belle said happily as she made her way into the bar and noticed the confused look on his face. "Is everything okay?"

"Eyup, just finished here," Big Mac said as he looked at Sugar Belle who was dressed in a cut off t-shirt and shorts, she gave him a big smile. "Ah just thought Ah saw somethin' weird is all, it was probably just mah imagination."

"Well, I'm glad to see you again," Sugar Belle said as she leaned in and kissed Big Mac on the lips as the same motes of energy that entered Rarity and Applejack swirled around and entered them. "So, what did you have in mind for today? You said your sister and her girlfriend was going out later."

"Eyup, Ah was thinkin' we could take a ride out ta tha lake," Big Mac said as he nodded to a couple of horses that were already all saddled up. "Ah made us a nice picnic that we could enjoy together, and just, yah know..."

"Enjoy each other's company?" Sugar Belle asked with a smile as she gave him a soft smile and pressed closer, Big Mac blushed a little as a scent hit his nostrils that he didn't recognize.

"Eyup," he said with a shake of his head as he tried to ignore the scent. "So, do yah want ta go?"

"Sounds nice," Sugar Belle said as they got up on their horses and they started off together.

<--->

As the couple reached the lake, Big Mac climbed off first and offered his hand to Sugar Belle who took it and climbed down and into his strong arms. As the two had traveled though, things had started to get weird without them noticing, Big Mac's skin had turned red and fur was starting to grow over his body and Sugar Belle's ears were migrating to the top of her head and becoming more pointed.

As the two came in close contact with each other, tails grew out of their tail bones that formed fur that resembled their hair. The couple didn't even notice as these changes were progressing and Big Mac set out the picnic that they had brought with them.

"This is really nice," Sugar Belle said as Big Mac finished laying it out. She smiled as she took a seat and picked up a sandiwch before taking a bite. "Mmm, yummy, did you make this yourself?"

"Eyup, nothin' but the best for mah Sugar Belle," Big Mac said as Sugar Belle smiled and leaned in and kissed him again, the smell hitting his nostrils once more. "Yah smell great today Sugar. What is that smell?"

"Really? I'm not wearing anything new or anything," Sugar said with a blush but smiled a little when she saw the growing bulge in his pants. "Mmm, somepony's happy to see me. Did you have an ulterior motive for bringing me out here Big Mac?"

"Enope," Big Mac said with a blush as she leaned forward more. Actually he really had just wanted to enjoy the day with her, he hadn't even considered it but now Sugar Belle was pressing up against him and pushing him back against the ground.

"Mmm, too bad, I guess we have to improvise then," she said with a smile as she pulled off his pants revealing his erect shaft. "Improvisation can be fun though, what do you think?"

"Eyup..." Big Mac said and leaned back a little. This was admittedly his first time, and as far as he could tell it was Sugar Belle's first time too, so he had to admit he was a little nervous, but he couldn't help but be aroused as she removed her shirt and bra, revealing her bare chest and fur covered breasts underneath. "Are yah sure..."

"I'm very sure Big Mac," she said with a smile as she leaned down and ran her tongue slowly along his shaft's tip. He let out a whinny of surprise as he felt her tongue work and the changes the two were undergoing suddenly started to accelerate from the sexual contact between the two.

As the magic began to concentrate, their hands started to fuse into hooves and a bump began to form on Sugar Belle's forehead.

<--->

"Rares, Ah feel like a mannequin," Applejack said as she rolled her eyes and held her arms out while Rarity worked on making sure her outfit was just right. "Do yah really have ta keep workin' like this? Why don't Ah just wear somethin' in mah closet?"

"Applejack, you need to look presentable," Rarity said with a roll of her eyes. "You keep fidgeting and I keep having to re-do measurements for some reason. Its a good thing I always bring my emergency sewing supplies with me."

"Yeah, good thing," Applejack said with a roll of her eyes and let out a light eep when Rarity wrapped the tape around her chest to measure her bust. "Yer enjoyin' this aren't yah? Havin' yer girlfriend completely at yer mercy like this."

"A mare has to enjoy what she does," Rarity said with a giggle as she kissed the back of Applejack's neck lightly. "Besides, if you're good I may give you a nice reward tonight. What do you think, does that sound good?"

"Ah suppose, but Ah think its silly, its not like we normally wear clothes," Applejack said with a roll of her eyes as she swished her newly grown tail behind her a little. "Ah mean, we're not human fer cryin' out loud even if we kinda look it, what's even tha point of actin' like we are?"

"Because humans have their little hang ups on public nudity and we're not exactly equine looking," Rarity said with a roll of her eyes as she swished her tail a little. "Besides, I think you'll look wonderful in this. Don't worry Applejack, I'll make it up to you tonight."

"Yah better," Applejack said with a huff as she felt Rarity's hands working. "Ah still feel silly wearin' this thing."

"Well, at least do it for me, okay?" Rarity said with a smile as she finished working on it. "You're going to to look beautiful darling, and besides, I'd rather not have those silly humans checking out my beautiful marefriend."

Applejack blushed a little and smiled as Rarity moved up and kissed the farm girl gently on the lips as she wrapped her arms around her waist. The two shared a long kiss, closing their eyes as they started to deepen it, as much as Rarity wanted to wait she had to admit she was tempted to pounce on Applejack right then and there.

"How about we..." she started to say when her phone started to ring and she sighed a little before checking it, it was Sunset Shimmer and she answered it. "Sunset darling, we were just getting ready for tonight."

"Rarity, are you at Sweet Apple Acres right now?" Sunset's voice asked on the other end.

"Yes of course I am Sunset, I had to make sure that Applejack looks her best when we go on our date tonight," Rarity said with a smile as she looked over at Applejack and gave her a wink. "Why do you ask?"

"Well, uh, do you see anything strange going on over there?" Sunset asked. "We're getting some strange magical readings coming from your area and I wanted to make sure that nothing is going wrong."

Rarity blinked a little as she walked over to the window and looked out, her tail swishing a little behind her as she looked around the farm. She had no idea what she might be looking for, but as far as she could tell there was nothing wrong where she was.

"No Sunset, everything looks normal here," she said. "Is it possible you're getting a false reading or something? I'm sure its nothing."

"Yeah, maybe," Sunset said with a sigh. "Sorry, we've just been really on edge lately. If you see anything unusual, could you let me know?"

"Of course, I'll tell everypony here to keep an eye out," Rarity said. "I'll see you and Twilight later, okay? Try not to be late this time, I know you two have work to do but you should always be punctual for a date."

"Alright alright," Sunset said. "I'll make sure Twilight doesn't keep us."

"Good, I'll see you later," Rarity said as she hung up her phone and looked back at Applejack with a smile.

"What was that about?" Applejack asked as Rarity returned to her side and made sure that everything was in place.

"Oh, Sunset and Twilight were worried because they were picking up some sort of unusual magical readings coming from the farm," Rarity said with a shrug. "But since nothing seems to have changed or whatever, I doubt its anything to be worried about right now."

"Yeah, Ah hope so," Applejack said as she looked at herself in the mirror. "Wow, Ah look..."

"Beautiful? I know, I really went all out on this one," Rarity said with a smile as she wrapped her arms around Applejack from behind. "I love you Applejack, I couldn't ask for a better marefriend."

"Ah love yah too Rarity," Applejack said with a smile as she turned around and gently kissed the pale skinned woman on the lips. "So we still have a bit before we have ta get goin', so what did yah want ta do before?"

"Oh, I'm sure you can figure it out," Rarity said with a giggle as she played with the straps of Applejack's dress a little. "Come on, lets just enjoy ourselves for a bit."

The two women kissed each other passionately as they started to pull their dresses off slowly, careful not to rip them.

<--->

"What did she say?" Twilight asked as she looked at Sunset worriedly. "Did she see anything in Sweet Apple Acres that might explain the magical surge?"

"No, she didn't seem to think that anything was out of the ordinary," Sunset said with a shrug. "Is it possible its just a false reading or something?"

"Maybe," Twilight said as she looked at the information again. "This is very sensitive, so its possible that it just picked up their crystals or something. I wish I knew though, maybe we should go to..."

"We'll worry about that later," Sunset said with a laugh as she kissed Twilight gently. "We don't have to go right now you know, if Rarity doesn't think anything unusual is going on then its probably fine."

"I hope so," Twilight said with a shake of her head. "I'm still worried though, I haven't seen this much magical activity in... well, I don't think I've ever seen this much magical activity. Something about this whole thing is weird, like there's something we're missing and I can't place my finger on it."

"Yeah, I know what you mean," Sunset said with a sigh and a shake of her head. "But Rarity and Applejack know this stuff as well as we do. I'm sure that if they say everything is..."

Sunset paused a moment when she thought back to the conversation she had with Rarity. Rarity had said "everypony" not "everyone." That was odd when she thought about it, why did Rarity say that?

"Is something wrong Sunset?" Twilight asked as she looked back at the flame haired girl. "Something seems to be bothering you."

"Its just, I don't know, something about this doesn't feel right to me," Sunset said with a shake of her head. "I can't put my finger on it, but I get the feeling that something bad is going on there. Maybe we should go see what's going on."

"I think we shouldn't worry right now," Twilight said as she leaned in and gave Sunset a soft kiss on the lips. "You know how those two are, they're probably more in tune with the local magic than we are so they know better than we do what the situation is like. We'll talk to them about it when we see them tonight, I promise."

"Alright, I'll take your word for it," Sunset said with a nod. "I just hope you're right and it really is nothing, the last thing we need is more Equestrian magic causing trouble around here."

"I know, and I'll help as best I can," Twilight said with a smile. "But for now we just need to get ready for the date and maybe look into some more things. I'm sure if we put our heads together we can figure out what's going on here, right?"

"Yeah, I hope so," Sunset said with a smile as she looked back at the readings. "I just have a really weird feeling about this. I can't place my finger on it, you know? Its like there's something going on here that we don't know all the facts to."

"Don't worry Sunny, we'll figure it out," Twilight said with a smile. "Now come on, lets get ready, besides, I'm sure everything is just fine over at Sweet Apple Acres. What's the worst that could be happening?"

<--->

Big Mac let out a whinny as his seed spurted out of his growing shaft into Sugar Belle's mouth. She smiled up at him as she licked her newly formed muzzle to get the juices off and pulled back a little. The pair was now almost completely unrecognizable from their human selves, resembling more humanoid ponies that could barely stand on their hind legs.

"Mmm, hey stud," Sugar Belle said as Big Mac looked at her and his stallionhood slid back out of its sheath when he saw that she was on all fours and had her tail pushed to the side to reveal her winking marehood. He could smell the pheromones coming from her, and he realized she was in heat. "What do you say big boy? Take your mare like you know you want to..."

"Are yah sure? Ah mean, yer..." Big Mac said as he could feel his arousal starting to grow. "What if yah get pregnant?"

"Do you think I care? I want to do it... I want to carry your foal," Sugar said as she swished her tail and let out a light moan. "I don't care if I might get pregnant, I want it... I want you more than anything."

Big Mac blushed a little as he stared at her flanks a long moment. He honestly wasn't sure exactly what to think of that, it wasn't that he didn't consider having a foal with Sugar Belle, but they hadn't even talked about it before. They weren't even married yet, but he was starting to consider doing it anyway.

The scent of her heat still pressed against his nostrils, enticing him. There was something about this that bugged him, but he couldn't figure out why. It was like he didn't remember her being like this at all, like she had been different before but he couldn't imagine why, he shook his head and looked between her legs again as her marehood winked at him.

"Big Mac, I wouldn't ask this of you if I didn't think you'd make a great father," Sugar Belle said with a smile as she looked back at the stallion. "I love you and I want to bear your foal..."

Big Mac didn't need much more prompting, he wanted to mate with her more than anything, but something kept pressing at the back of his mind. "Sugar Belle, do yah, think that somethin' is weird?"

"Like what?" She asked.

"Like, we ain't what we're supposed ta be," he said with a shake of his head.

"Nope, we're like we've been for years," Sugar Belle said with a smile. "We were born ponies, we haven't ever been anything different."

Big Mac paused a moment, he certainly remembered that. Spending time with his sisters, his parents, they weren't anything other than ponies. His memories felt fuzzy though, but at the same time he had no reason to doubt them, he was what he had always been and he wasn't anything different.

And his instincts as a pony were telling him to mount the mare in front of him. He loved her and he wanted to have a foal with her, they both wanted this and they weren't about to pass up this opportunity.

He nodded a moment before he moved in close and rubbed the tip of his shaft against her slit. She moaned and turned back and looked at him with a smile. "Does this mean you want to do this?"

"Eyup," Big Mac said with a smile as he placed his weight on the mare as her unicorn horn completely formed out of her forehead.

"Then take me big boy... I want you inside me so badly..." Sugar Belle said as she wiggled her butt at him a little "Come on, mount me you know you want to you big stud."

Big Mac needed no further prompting as he put his full weight on her, wrapping his forelegs around her a little as he thrusted into the waiting mare as she whinnied loudly. Any doubts left his mind as Big Mac thrust faster and deeper into her, the two ponies driven more by instinct than anything else as they mated.

This wasn't the first time they had sex together, but the sensation never felt better for the two of them. Sugar Belle let out a whinny as she felt his stallionhood, now at its full length, rub against her inner walls as he pushed past the medial ring. She moaned as he thrusted faster and deeper into her, nearly getting all of it into her as he did.

"Ohh... yesss... yessss..." she said as the medial ring rubbed against her g-spot. "Don't stop, I want you inside me so badly..."

Big Mac just grunted in response as he thrusted in deeper, his balls pressing against her as the sound of wet fur rubbing against wet fur could be heard. The stallion threw his head back as he felt himself getting closer, his stallionhood pressing up against the entrance to her womb as they both let out a loud whinny as he filled her with his seed.

Sugar Belle's marehood clamped down on him, drawing more out as they started to slow down a little before Big Mac finally dismounted from her breathing heavily. The two fell onto all fours, not even realizing how much had changed since they had first arrived, their bodies and minds were completely different because of whatever magic had done this.

"Wow, that was, different," Sugar Belle admitted as she fell back onto the blanket, blushing a little as the mixed juices leaked out.

"Eyup," Big Mac admitted as he looked at Sugar Belle and smiled softly. "Ah love yah Sugar Belle."

"I love you too," Sugar Belle said and leaned in and kissed her stallionfriend gently as the two laid there for awhile. "We should probably eat this lunch shouldn't we?"

Big Mac chuckled as they started eating together, not noticing that they were being watched from the shadows just as an apple appeared on Big Mac's flanks and a cupcake on Sugar Belle's.

Their transformation was complete.

<--->

After awhile the couple headed back to the farmhouse where Applejack and Rarity were just now getting ready to go. Rarity smiled and waved at them as they arrived, a Unicorn horn now sticking out of her forehead as she unlocked the car doors.

"Looks like someone had fun while they were gone," she said with a chuckle as she looked at Applejack and gave the other girl a kiss on the lips. "So, shall we get going?"

"Yeah, lets go," Applejack said as the two got into the car together with Rarity behind the wheel. "Ah still feel silly wearin' this dress yah know."

"I know, but I think you look beautiful," Rarity said with a soft smile as she leaned over and kissed Applejack again. "Besides, its only for a few hours. I promise, I'll make it up to you this evening."

"Yah better," Applejack said with a chuckle and nearly jumped a little when she felt a light pinch on her butt, which just made Rarity laugh. "Hey, no fair usin' yer Unicorn magic!"

"All's fair in love and war darling," Rarity said with a laugh as she started the car up and took off towards Canterlot.

The same cloaked figure looked towards where they were going and smiled as she looked down at a glowing pendant around her neck.

"Excellent, it is only a matter of time before I have all the power I need," she said as she levitated the pendant up and looked at it. The glow was coming from two gems that were in it as it glowed with intensity. "And with the magic in this city, I'll soon have everything I need to get rid of humans once and for all."

She chuckled as her horn glowed green again and she teleported away from the farm, her work here was done and she just had to find more victims now.

More Transformations

"Sunset was actin' mighty strange tonight," Applejack commented as they pulled up in front of Rarity's house. "Do yah really think she was just bein' jumpy or is there really somethin' we should be worried about?"

"You never know, you know how she is, she's way more in tune with Equestrian magic than either of us so its possible that its affecting her somehow," Rarity said with a shrug. "Frankly, I was more worried about Sweetie Belle tonight."

"Oh, didn't yah say that she went on a date or somethin'?" Applejack asked.

"Well, more like Scootaloo wanted to ask her to be her special somepony," Rarity said with a chuckle. "She actually came and asked me if it would be okay since I'm usually the one taking care of Sweetie Belle. I thought it was sweet, so who was I to say no?"

Applejack chuckled a little at that. "Well that's good, Ah wonder how that went."

"We'll find out later, but for now, I just want to enjoy an evening with my mareffriend," Rarity said with a grin as her horn glowed blue for a moment and Applejack felt a light pinch on her butt.

"Hey, no fair!" Applejack said in protest as she jumped a little and they got out of the car. "Yer cheatin' with yer Unicorn Magic."

"Oh, you know you enjoy it," Rarity said with a giggle as she used her magic to pull her marefriend in close and gave her a kiss on the lips. "Well, Sweetie Belle isn't home yet and you're not expected back at Sweet Apple Acres until the morning. How about, you and I go inside and spend some, quality time together."

"Mmm, sounds nice," Applejack said with a smile as they walked up the stairs and into the house with their hands entwined together as Rarity smiled and unlocked the door and they entered. "Ah just can't wait ta get out of this dress. Don't get me wrong, Ah love it but it feels weird ta be wearin' clothes all tha time."

"Oh, I don't know..." Rarity said with a smile as she wrapped her arms around her marefriend gently from behind. "They have their uses, like giving you something to look forward to when you get home."

She giggled and gave Applejack's breasts a light squeeze as the farm mare let out a light whinny of surprise. Rarity smiled a little as she played with the straps of her dress a little.

"Yer enjoyin' this aren't yah?" Applejack asked with a light moan as she felt the dress starting to slip off her shoulders. "This is tha real reason yah wanted me in yer house isn't it?"

"Oh yes, I set up this date so that it would run late and your family wouldn't need you tonight, so that I could get you into bed, yes that was totally my plan," Rarity said with a giggle. "Like I'd really need that as an excuse to get you in bed with me."

Applejack just laughed a little as she let the dress fall around her ankles, leaving her just in her bra and panties before she turned around and looked at Rarity. "Well this just ain't fair, yah know that?"

"What's not fair?" Rarity asked as she smiled innocently with her arms over her chest as she just gave Applejack a giggle.

"Oh, yah know what Ah mean," Applejack said with a laugh as she moved in and kissed Rarity on the lips, starting to remove the Unicorn mare's dress as she did, running her hands along her bare shoulders as it slid down slowly to reveal the pale skinned mare's breasts.

"Now who's not being fair" Rarity said with a giggle that made her breasts jiggle a little. "Come on, lets get upstairs."

She took Applejack's hand and the two headed upstairs together with Rarity's tail swishing behind her as the dress slid off to reveal her bare body underneath.

"Ah didn't know yah were so naughty," Applejack said with a grin.

"Mmm, anything for the most amazing mare in the world," Rarity said with a smile as she swished her curled tail a little, using it to cover up her butt just a little. "Come on, lets have some fun together."

<--->

Sunset yawned a little as she stretched out a little as she laid back on the couch at her and Twilight's house. She smiled as Twilight took a seat and yawned a little.

"Well, that wasn't so bad," Sunset admitted with a shrug. "I'm still worried about all of this though, what if there's something big we're missing for some reason?"

"I don't know, are you sure Princess Twilight didn't say anything else?"

"No, she hasn't replied since the restaurant," Sunset said with a shake of her head. "Did you get any new readings?"

"My phone died," Twilight admitted as she rubbed the back of her head a little as she plugged her phone in. "Sorry, I didn't want to worry you, I didn't have a chance to..."

She trailed off when she looked at the notifications on the phone that had come from her equipment. "Sunset, we have a problem..."

"How big of a problem?" Sunset asked as she looked at her girlfriend suddenly very worried. Twilight looked scared, and that didn't bode well for her or the current situation.

"I'm getting reports all over Canterlot as well as the rest of the country between Sunrise Lake and here," she said and looked at Sunset terrified. "If you're right and this really is Transformation magic, then we're not just talking about a few people..."

"We're talking about thousands, if not more..." Twilight finished as she looked at Sunset terrified. "If there really is someone causing these transformations then..."

"Then we might not be able to cure them all..." Sunset said and looked scared for a moment. She didn't think that it was just her friends targeted, but that many? It was like whoever it was that was doing this had used it on every town between Sunrise Lake and Canterlot."

"Yeah..." Twilight said as she looked at Sunset. "You should send word to Princess Twilight, this might make the situation even worse for everypony if you're right."

"Yeah, I'll just..." Sunset said as she took the book out and paused a moment when she realized what Twilight just said. "Uh Twilight, what did you just say?"

"That it would make the situation worse for everyone if you're right?" Twilight asked and Sunset blinked. "What's wrong Sunset?"

"Nothing, nothing, just thought you said..." Sunset said and shook her head before she started to write, now she was more worried than she had ever been before.

"Twilight, the situation here is getting worse. We may be looking at thousands of people affected already. And Twilight over here is acting weird, she just said "Everypony" instead of "Everyone." I can't be sure, but I think she might be affected, but its slowed down for some reason. If you can help any, it would be really useful right now."

She sighed as she looked down at the book and shook her head. Something about all of this was weird, the fact was that they didn't know anything about what was going on right now.

She just hoped that everything was going to be okay, somehow.

<--->

"Is everything okay Scoots?" Sweetie asked as Scootaloo blinked and looked back at Sweetie. The pale skinned mare was getting ready to start the car as she looked at her new girlfriend.

"Huh? Oh, yeah, I guess I'm okay," Scootaloo said with a shrug as she glanced back at her wings again for a long moment. "I'm just thinking is all, I guess it has me more distracted than usual."

"Yeah, I understand," Sweetie said with a smile as she leaned in and gave Scootaloo a kiss on the cheek. "Are you thinking about your wings again? I know it hasn't been easy ever since the doctors said that you can't fly after the accident."

Scootaloo paused a moment as she looked down at her leg. She had gotten into a car accident when she was younger that had caused her to lose her right leg, she didn't expect anything like that to come up, she hadn't even thought about trying her wings right now.

She sighed a little as she gave Sweetie Belle a smile. She had been surprised a little that Sweetie Belle had actually agreed to be her girlfriend, she just had a lot to think about right now.

"So, should we head to your apartment or back to my place with Rarity?" Sweetie asked as she looked at Scootaloo. "I think Rarity's having Applejack over though, and you know how that's probably gonna go if we walk in while they're, occupied."

Scootaloo blushed a little at the thought as she thought about it for a long moment. She smiled a little and leaned over and kissed Sweetie Belle softly on the lips, even if she wasn't sure what was going on with them, she knew one thing hadn't changed.

She still loved Sweetie Belle, and that wasn't going to change just because they were becoming... something else entirely. She smiled and they broke the kiss after a moment.

"Lets go to my apartment, your sister can wait," she said with a smile as Sweetie nodded and started the car up and they took off towards the apartment complex.

Scootaloo looked out the window at the passing city streets and on occasion at the people that passed. She smiled as she looked back at Sweetie Belle, noticing there was a horn growing out of her forehead. She smiled a little, maybe this wasn't so bad, but maybe she should talk to Sunset Shimmer or something in case it was something related to magic.

She sighed and laid back and closed her eyes. There was a lot to process right now, and they just had to figure out what they were going to do together.

She loved Sweetie Belle, and that was what really mattered to her right now.

<--->

Rarity smiled as she laid back on the bed and swished her tail back and forth as she looked up at Applejack. She grinned and ran her hands along her silky white fur that covered her body, she didn't have anything to hide, she was happy to have a chance to spend more time with her marefriend.

Applejack grinned as she leaned in and gave Rarity a soft kiss on the lips as Rarity wrapped her hands around her a little and played with her bra straps.

"Well, this certainly isn't fair," Rarity said with a giggle as she unhooked the strap and tossed it to the side as she smiled up at Applejack.

"Well, Ah didn't think yah were goin' commando," Applejack said with a laugh as she kissed Rarity gently on the lips as she ran her hands along her body slowly.

"Mmm, maybe we should make sure that we match from now on," Rarity said with a giggle as she pulled off Applejack's panties and over her hooves with her telekinesis.

"Yer enjoyin' this ain't yah?" Applejack asked with a grin as she started to kiss along Rarity's neck slowly, which sent shivers along the Unicorn mare's spine.

Rarity moaned as she felt Applejack's hands rubbing against her breasts as her nipples hardened a little and she felt her arousal growing. She wanted Applejack more than anything right now as she leaned up and kissed her softly.

"So, what are you waiting for darling?" Rarity asked with a giggle as she stroked Applejack's mane lightly. "I'm all ready for you."

Applejack didn't need any further prompting as she started kissing down Rarity's neck more which caused her to shiver again as Applejack gave her breasts a squeeze. Rarity whinnied lightly and arched her back, her body reacting to the sensations being sent through it by Applejack's touch.

She let out a moan when Applejack's kisses finally reached between her breasts as the farm mare looked up at her and licked along the fur between them lightly.

"Oh... Applejack..." Rarity said with a moan as she stroked the farm mare's blonde mane lightly, her fingers hardening and balling up as they became hooves without either of them noticing. "I love your tongue... keep going darling..."

Applejack grinned as she started to kiss along Rarity's right breast, rubbing her other one with her hoof as she ran her tongue in circles around Rarity's nipple causing the Unicorn to whinny and moan louder. She finally got her wish when she felt Applejack's tongue brush against her waiting nipple, curling itself around it little while she squeezed her other breast a little.

"Your teasing me aren't you?" Rarity asked as she shivered a little as her nipples hardened a bit as her breasts started to shrink into her chest. She let out another whinny as Applejack smiled up at her.

"Yah know yah enjoy it Rares," she said with a giggle as she ran her tongue slowly along Rarity's nipple as her transformation continued, her arms and legs becoming equine as her face pushed out into a muzzle and she shivered and moaned loudly. Applejack smiled as she gave Rarity one last smile and started to move her kisses down her body slowly.

Rarity arched her back a little as she felt Applejack's tongue nearing her waiting slit. She shivered as her marehood winked a little just as Applejack reached it and ran her tongue slowly along it, causing her to moan and shiver more.

"Oh, I want you inside me..." Rarity said with a loud moan as she felt the tongue running along her slit teasingly. "Ohhh, keep going..."

Applejack smiled as Rarity spread her now hind legs and the Earth Pony mare pressed her muzzle right up against it, sliding the tip of her tongue into the white Unicorn. Rarity moaned louder as she felt her marefriend's tongue probing at the inner folds of her marehood and flicked her tail up against Applejack's chest a little.

For a moment somethin about it felt weird to Applejack, though she couldn't place her hoof on it, but she didn't care right now as she breathed in Rarity's pheromones. She pushed her tongue deeper into Rarity, licking at her inner walls and licking up her juices a little.

Rarity moaned softly and arched her back a little, pressing her marehood up against Applejack's transforming muzzle as her breasts moved down between her hind legs and formed her teats. She whinnied loudly as she felt Applejack's tongue push in deeper, her body reacting to the wonderful feelings that Applejack was sending through her.

"Ohhh... Applejack... I'm... so close..." she said through her moans as she wrapped her hind legs around her marefriend who had her muzzle pressed right up against her slit.

Applejack just smiled up at her as she pressed her tongue in as deep and as fast as it would go. Rarity screamed as she reached orgasm, her juices flowing over Applejack's muzzle as she fell back, breathing heavily. Applejack licked the juices clean as she looked up at the Unicorn and smiled.

"Did yah like that?" She asked with a smile as she slid up and kissed Rarity softly on the lips.

"Don't I always?" Rarity asked with a giggle as she wrapped her hind legs around Applejack's flanks and gave them a light squeeze as she smiled up at her. "I love you so much Applejack."

"Ah love yah too Rarity," Applejack said with a smile as she leaned in and kissed her again, the magic swirling around them as Applejack's body finished its transformation into an Earth Pony mare, neither of them aware of what had happened to them.

"Mmm, I don't think I'm done with you just yet," Rarity said with a giggle as she rolled them over and licked Applejack's nose a little.

"Oh?" Applejack asked as she looked up at her curiously. "What do yah have in mind sugarcube?"

Rarity smiled as she rolled the two of them over and kissed Applejack again. Applejack let out a moan into the kiss as she felt Rarity's magic brushing against her marehood. Rarity smiled as she broke the kiss after a moment and smiled.

"Darling, I can think of a few things that we could do," she said with a smile as she turned her body around and pushed her tail to the side to reveal her marehood which winked at the Earth Pony while she nuzzled Applejack's marehood a little.

"Ohh..." Applejack said and whinnied lightly as she felt Rarity's tongue running slowly along her slit. She smiled and leaned up and pressed her muzzle right up against the Unicorn's marehood and licked at it, enjoying the taste of her juices for a moment as she nibbled lightly at her lips.

Rarity smiled a little as she moved her magic away and started to lick and nibble slowly. She spread Applejack's lips a little and pushed her tongue inside, running it along the mares's inner walls while she continued to lick, shivering a little as she felt the Earth Pony do the same.

Shivers went up and down Rarity's spine as she felt the farm mare's tongue slide into her waiting marehood. She pushed her tongue in deeper, licking at Applejack's inner walls as she did, her tongue pressing in deeper as she probed around for the farm mare's inner walls.

Applejack shivered as she pushed her tongue in deeper and let out a whinny as she felt the unicorn's tongue pressing against her g-spot gingerly. She pressed her tongue in deeper, probing around to try and find Rarity's G-spot which sent more shivers through the Unicorn's body.

"Ohhh... so good... so close..." Rarity said with a muffled moan as she plunged her tongue in as deep as it would go, Applejack's body tensing for a moment.

Rarity let out a loud whinny as she felt Applejack's tongue press right up against her g-spot and she reached orgasm, her juices pouring out over Applejack's muzzle. Applejack shuddered as she orgasmed at the same time, leaving the two mares breathing heavily.

Not aware of the glow coming off their bodies and flying out the window and into the night.

<--->

The cloaked figure smiled lightly as she moved freely through the Streets of Canterlot. With the way her magic was working to change reality itself, no one even noticed a pony moving through the city streets, somehow this felt more right than anything else.

Her horn glowed a little as she held up the medallion from around her neck. The third crystal was glowing even brighter now and the fourth was starting to glow, that was a good sign. When transformations were finished it powered them up more based on the magical potential of the new pony, and that meant that the newest ponies had a lot of magical potential.

"Thanks for helping me out tonight Rainbow," a soft voice said from ahead of her and she looked up to see a yellow skinned girl with long pink hair coming out of a building that said "Canterlot Animal Shelter" with a blue skinned girl with rainbow hair. "I know it was running kind of late, but it means a lot that you were willing to stay the whole time."

"Hey, don't worry about it, I'm always willing to help a friend out, Fluttershy," Rainbow (what an original name the cloaked figure thought to herself) said.

"Well, still you didn't have to, and I'm glad you did," Fluttershy said and leaned in and gave Rainbow a quick kiss on the cheek, causing the athletic looking woman to blush. "Is everything okay with Scootaloo? You said she sounded worried about something."

"Yeah, weirdest thing, she seemed confused by the fact that she and Sweetie Belle are ponies," Rainbow said and rubbed the back of her head a little. "Strange right? I mean, Scootaloo's a great kid, but that doesn't mean she's human, I just found it weird really."

The cloaked figure narrowed her eyes at that. That had to have been one of the humans she had used the magic on before, but there was no way she'd be able to remember being human right? That was a risk sure, but she hadn't ever transformed anyone that was unaffected by the reality altering effects of the magic before.

At least other than herself. Something about this bothered the cloaked mare, and she made a mental note to investigate it further later on.

"Its probably nothing, but maybe we should talk to Sunset Shimmer about it," Fluttershy said as she looked at Rainbow for a long moment. "Do, you think she's going to be okay? Scootaloo's always had a hard time since the car accident."

"Yeah... I hope she'll be fine," Rainbow said with a shake of her head. "And you're right, I'll talk with Sunset as soon as I can. If anyone knows about this kind of thing its probably her."

The cloaked mare narrowed her eyes a little before holding up the medallion and it started glowing lightly. If these two were friends of Sunset Shimmer, they might be useful to her, she just had to use her magic to change them too.

"Fluttershy, I wanted to do something special for this tonight, but..." Rainbow said as she rubbed the back of her head a little. "I'm sorry, I didn't ask you this before, I mean with everything that's going on at the shelter and with Scootaloo I didn't really get a chance..."

"Its okay Rainbow, just tell me what you want to say," Fluttershy said with a soft smile as she looked in her girlfriend's eyes for a long moment. "You know you can ask me anything right?"

"I know, and this is probably the most important question I'll ever ask you," Rainbow said as she reached into her pocket and got down on one knee as she took out a small box that she opened to reveal a gold ring encrusted with rubies and sapphires. "Fluttershy, will you marry me?"

Fluttershy's eyes went wide in surprise as she looked at the ring and then at Rainbow Dash who blushed a little. The shy girl was at a complete loss for words as she tried to decide what to say.

"Rainbow I..." Fluttershy said though the words were lost in her throat.

"Fluttershy, I love you more than anything, I want to spend the rest of my life with you..." Rainbow said as she looked at Fluttershy for a long moment. "It would mean the world to me if you said yes."

Fluttershy couldn't say anything for a long moment, but she pulled a surprised Rainbow Dash up and kissed her passionately on the lips. Rainbow Dash's eyes went wide but she closed them after a moment and enjoyed the kiss, wrapping her arms gently around Fluttershy's waist.

Neither of them noticing as motes of magical energy flew into them.

"Yes, I will marry you..." Fluttershy said with a smile as they broke the kiss after a moment. "I love you Rainbow Dash."

"I love you too Fluttershy," Rainbow said as she held her new fiance close, the two enjoying the moment and the warmth they shared.

The cloaked mare rolled her eyes a little and trotted off past the couple. Fluttershy opened her eyes for a moment and looked at the passing pony as if trying to figure something out.

"What's wrong Flutters?" Rainbow asked.

"I, don't know," Fluttershy said with a shake of her head. "Its like there was something familiar, but different at the same time, I can't put my finger on it though."

"Don't worry about it, I'm sure its nothing," Rainbow said and smiled a little as she held Fluttershy close. "Come on Flutters, we should probably figure out how we're going to tell our friends and families the good news."

Fluttershy giggled a little at that and the two walked off together.

Mysteries

"Sunset, I'm still tracking down all the information, but I seem to have found a possible answer. There's a story in one book I found about a Unicorn named Silver Hoof. He apparently was experimenting with an advanced method of transformation magic that wouldn't just change the subject, but change reality itself so that no one thought they had ever been anything different. Its not clear if he was ever successful in his experiments or what his ultimate goal was. He vanished over a thousand years ago, its possible that somehow it wound up in the Human World, but I can't prove anything. I'm sorry, I know its not a lot to go on, but its a start. I'll see if I can get any more information on it, maybe Celestia or Starswirl the Bearded might know something."

Sunset sighed as she read the words Twilight had written and laid back in the bed. She vaguely recalled Silver Hoof being the name of a Unicorn Stallion who had specialized in transformation magic, but she didn't know a lot about him beyond that.

She sighed a little and adjusted the covers a little as she reached over and picked up a pen before she started writing her response.

"Yeah, I vaguely remember hearing about him while I was at Celestia's School. Thanks for looking into it, I know its not easy to find information on this kind of thing so I'm just glad you found something. We'll keep an eye on things here, maybe we can find whoever is using this magic and put a stop to it before its too late."

She set the pen down and closed her eyes for a long moment. She didn't know what might be causing this, but she still got the feeling that there was someone, or somepony, out there that was purposely causing this to happen. It was the only thing that made sense to her.

The fact that it had tied to a town that her human counterpart had vanished from still bugged her as well. Something about that felt weird, was it possible she had been the first victim of the magic? Or was there something more sinister going on and it was just a coincidence?

She sighed and opened her eyes to see the book glowing as a response came from Princess Twilight.

"Be careful, from what I've learned it seems like Silver Hoof's notes said that cutie marks are the key to making sure the transformation is permanent for fully grown ponies. They seem to emerge during moments of extreme emotion following the full physical transformation. If you or any of your friends are infected by the magic, then you have to be careful or you might not be able to be transformed back."

"Great, no pressure right?" Sunset said with a groan as she looked back at the door to the bathroom where Twilight was getting a shower.

She sighed and picked the pen back up for a moment as she tried to think of what to say next. There was a lot of problems going on right now, and if they didn't stop the magic soon it might be too late.

She finally started writing again:

"Okay, thanks Twilight. We'll do everything we can to make sure that its stopped, I just hope that we're not already too late. Let me know if you find anything else."

She closed the book up and put it off to the side, looking at herself in the mirror she flinched when she saw a pair of pony ears poking out from her hair. It wasn't like when she ponied up, this was something weird, and almost unnatural, it was as if she was losing part of who she was.

She sighed a little as she laid back in the bed and stared up at the ceiling. Maybe it wouldn't be so bad, she had been born a pony and it had been strange being human. She had actually thought about going back to Equestria more times than she wanted to admit to her friends.

But her friends? They didn't deserve this, no one did, they were having their humanity taken away from them and they didn't even know what was going on. She sighed and just hoped that it wasn't going to be too late, they were going to meet up with their friends the next day anyway.

"Hey Sunny, any word from Princess Twilight?" Twilight asked as she came in with a towel wrapped around her body.

"Yeah, she thinks she found some information on it, but she doesn't..." Sunset said and stopped when she saw a tail poking out from behind the towel that Twilight swished unconsciously. "Twilight, you have a tail."

"Huh?" Twilight asked and looked behind her at the tail. "So? That's always been there."

Sunset blinked and groaned, yeah, it was too late Twilight was infected and so was she. That just upped the time table too, they had to figure out a cure before they got their cutie marks, and before Rarity and Applejack did too. She sighed a little and patted the bed next to her.

"Okay Twi, lets just relax for tonight," Sunset said with a smile as she looked at her girlfriend. "With everything that's going on, I just want to get a good night's sleep."

"Alright," Twilight said as she dropped the towel and laid down next to Sunset and wrapped her arms gently around the fire haired woman. "Is everything okay?"

"Yeah, everything is fine..." Sunset said with a shake of her head. "I'm just worried about everything that's going on is all. If there really is someone out there transforming humans into ponies...:"

"Then we'll stop them like we stopped all the other threats," Twilight said with a smile as she kissed her neck gently. "Don't worry about it Sunset. You've got friends who are willing to help you no matter what, you just have to figure out how to tell them what you think is going on without them thinking you're crazy."

"Yeah, I know," Sunset said with a chuckle as she snuggled up with Twilight. "I just feel like there's something big we're missing here. Why would someone want to turn people into ponies?"

"I don't know," Twilight admitted. "There's always been humans and ponies on Earth, maybe they didn't want there to be any more humans?"

Sunset sighed a little, this was getting harder and harder to explain. She sighed and nodded a little. "Yeah, maybe... I just wish I knew who was behind it."

She yawned a little and drifted off to sleep. Twilight smiled a little as she pulled the covers up over the two of them and fell asleep soon after, still holding Sunset close to her.

<--->

Sunset sighed as she looked at the book as she and Twilight took a seat in the living room. Their friends would be here soon and she wasn't exactly sure how she was going to try and break any of this to them, something about this was weird and she still didn't like it.

"Still no word from Princess Twilight huh?" Twilight asked as she looked over at her girlfriend who shook her head. "Well, there's no use moping about it right now. Lets just try and enjoy our time with our friends, okay?"

"Okay," Sunset said and shook her head a little. "Yeah, that's gonna be a fun time. 'Hi Rarity and Applejack, your lives as you know them are a lie because Equestrian magic is turning you into ponies.' Yeah, they're not gonna think I'm crazy at all."

"We've seen magic with a transformative effect before," Twilight pointed out. "You, Gloriosa, me..."

"Yeah, but, that's different, its more like a side effect of the magic," Sunset said with a shake of her head. "This is transformation magic, its a completely different thing. I know its kind of hard to explain, magic is, weird and this kind of magic its beyond anything I've ever seen before."

Twilight just sighed a little as she pulled Sunset in close and let her rest her head on her chest as Sunset smiled softly and looked up at Twilight. "You're going to be just fine Sunset, we all are. If you're right and someone or somepony is messing with humans like this, then we're going to stop them somehow."

"Yeah... I know," Sunset said with a sigh. "I just hope that we'll be able to stop them in time. If this thing is as powerful as it seems, it may be able to transform all humans..."

"That is a scary thought," Twilight said with a chuckle as she swished her tail a little. "Then again it has its bonuses."

"Oh, like what?" Sunset asked.

"Like I get to see your sexy bare butt all the time," Twilight said with a giggle as she swatted at Sunset's butt a little which just made Sunset laugh. "And it gives us more time to focus on other things, and who knows maybe some good will come out of it."

"Yeah, maybe..." Sunset said with a shake of her head. "Its still weird though, I feel like I'm just getting used to being human after everything that's happened and now its being taken away. I don't know, maybe its not a bad completely bad thing, I wouldn't mind being a pony again, but..."

"You wish you had a choice?" Twilight asked and Sunset nodded a little. "Don't worry Sunset, you're going to be just fine, we're still going to be friends no matter what. That I can promise you, we just have to make sure that we make it through this together."

"Thanks Twi," Sunset said and leaned up and gave her a light kiss on the lips. "I just hope that we'll figure out what's going on before any of our friends get transformed fully."

"Don't worry about it Sunset, I'm sure it won't come to that," Twilight said with a roll of her eyes as she nuzzled Sunset lightly. "Come on, we'll just talk to them about everything that's going on and hope that maybe we can figure something out if we put our heads together."

"Yeah, hopefully," Sunset said as she swished her tail unconsciously and looked down at it for a moment. "Its weird having a tail in this body, I don't even know what to expect right now. I guess I've just gotten so used to being human that I'm worried about what's going on."

"Don't worry about it, you'll be just fine," Twilight said as the doorbell rang. "Ah, that should be our friends, I'll get the door."

Sunset sighed a little as she leaned back on the couch and let Twilight get up and head for the front door. She stared at the journal for a long moment as if hoping that just watching it would will it to respond and say that Princess Twilight had an answer.

But it remained as it was with no sign of changing. She sighed a little and set it off to the side as she waited for Twilight to return with their friends.

"Sunset darling, are you doing okay?" Rarity's voice was heard from behind her and she turned and her face fell at the sight of a Unicorn and an Earth Pony mare that looked like Rarity and Applejack standing there.

"Yeah... never better," she said with a weak smile that she didn't really feel. This was going to make things even more complicated.

<--->

Scootaloo sighed a little as she opened her eyes and looked up at the ceiling. She checked her body, though thankfully other than fur starting to grow she still looked human. She swung her leg around and slid her stump into the prosthetic leg that had been made for her.

She had spent the night on the couch while Sweetie Belle took the bed. She looked back at her wings and tried to figure out what she was going to do about all of this, there weren't a lot of great options and she still needed to try and get in touch with Sunset right now.

She smiled lightly when she heard the shower running and the soft, sweet singing voice coming from it. Sweetie Belle had a lovely voice that Scootaloo had to admit she envied a little sometimes. But for now, she just had to try and relax and maybe figure out what she was going to do next.

She headed over to the kitchen and poured a bowl of cereal as she started to eat it. She yawned a little as she played with the spoon a little, thinking about what had happened the night before.

She had finally worked up the courage to ask Sweetie Belle out, that was what she had expected to happen. But why had they suddenly started to transform like this? There didn't seem to be a logical explanation for that, but then again a lot of what she had seen while she was in High School defied explanation too.

Magic, it always seemed to come back to magic and this time it was affecting her and her friends. She just hoped that whatever was going on, she could get some sort of answers from Sunset Shimmer.

"Hey Scoots, what's on your mind?" Sweetie Belle asked as she walked out of the bathroom and gave Scootaloo a smile. She had barely changed overnight as well as she slid up to Scootaloo and wrapped her arms around the orange girl gently.

"Just thinking about some things is all," Scootaloo said with a shrug as she felt Sweetie's embrace. She felt soft, not like her skin, but the fur growing on her arms was softer than Scootaloo had expected. "I was thinking maybe we could swing by Sunset and Twilight's place after awhile."

"Really, why's that?" Sweetie asked as she planted soft kisses along the back of Scootaloo's neck. "Is something wrong Scoots? You were acting kind of weird last night."

"No, no, everything's fine," Scootaloo said, she was lying through her teeth but she didn't want to worry Sweetie Belle. She shivered a little at the feeling of the girl's kisses. "Also still kind of reeling from the fact that I have a girlfriend now. I've never really been in a relationship before, you know?"

"Yeah, I always figured you were just waiting for the right pony," Sweetie said with a light chuckle. "I know I was, I guess I didn't really think that you might be waiting for me until last night."

"I love you Sweetie Belle, that's never going to change," Scootaloo said softly as she closed her eyes.

"Why would it?"

"Oh, no reason," Scootaloo said with a shake of her head. "I'm just thinking out loud is all."

"Well, I have work in a bit," Sweetie said, she worked as a singing waitress at a local restaurant that took up most of her time as she saved up for college. "Maybe you could swing by for lunch? I'd love to have you there."

"Yeah, I might just do that," Scootaloo said with a soft smile. "I just have to get some things done first, and I'd like to swing by Sunset's house like I said. Its probably nothing, but I'd like to check on some things just in case."

"Oh, okay," Sweetie said though she looked confused at that. "Is this about what you were talking about last night? I mean, I don't think I've ever heard of anypony thinking they were human before."

"Yeah, kind of," Scootaloo admitted, but she just shook her head, she didn't want to sound crazy to Sweetie Belle. "Its probably nothing you know? Maybe I'm just remembering wrong or something."

"How about, we take a little time to relax and maybe enjoy ourselves a little before I have to go to work," Sweetie said as she rested her hands on Scootaloo's chest a little.

Scootaloo blushed and moaned softly. If it was any other time she certainly wouldn't hesitate to take Sweetie up on that offer, but something about this whole thing still felt weird to her. She sighed a little and shook her head. "Not right now, I'd like to get some stuff done first."

"Aww," sweetie said with a pout. "Are you sure?"

"Absolutely, I promise I'll make it up to you later," Scootaloo said with a soft smile. "I promise."

Sweetie Belle smiled a little as she leaned in and kissed Scootaloo gently. She smiled and flicked her tail a little, wrapping around Scootaloo's waist as she giggled a little. She pressed up against Scootaloo and smiled at her, grinning evily as she used her magic to pinch the transforming Pegasus' butt.

"Hey!" Scootaloo said with a laugh as Sweetie just giggled. "No fair doing that just because I said not right now."

"You know you like it," Sweetie said with a laugh as she kissed Scootaloo again. "Come on, you still need to get a shower anyway."

Scootaloo smiled and nodded a little as she headed off to get her clothes and then to the bathroom. She looked back at Sweetie for a long moment and smiled a little as she swished her tail, trying to resist the urge to invite the white furred Unicorn in with her.

She sighed and closed the door to the bathroom as she slid off her clothes and looked at herself in the mirror. She sighed a little as she saw the fur and wings were still there, whatever was causing her body to be transformed wasn't stopping, she just wished that she could understand exactly why it was happening to them.

She wondered what might be happening to Apple Bloom, whatever was transforming them had started while they weren't together so she was probably still human. Well, unless something else happened with her, but Scootaloo shook her head a little at that thought, she didn't want to think about that.

She turned on the water and let it get to just the right temperature before slipping inside and enjoying the feeling of the water running over her naked body. She closed her eyes and shivered lightly at the feeling as the water ran over her sensitive body, it was as if the fur that was growing over her made her feel even more sensitive.

She sighed a little as she opened her eyes, trying not to think about the growing desire to have sex with Sweetie Belle. She didn't like the feeling, it was like her body was trying to get her to give into her most basic desires, and she was more and more tempted to do it.

She let out a soft moan as she rubbed her vagina lightly, it felt more sensitive as she shivered lightly. Her body shuddered as she rubbed her breasts. She had to deal with this and keep from telling Sweetie Belle what was going on, she knew that if Sweetie walked through that door she wouldn't be able to stop herself.

She moaned as she plunged her finger into her slit, trying to suppress a louder moan as she moved her fingers in and out of herself. She shivered, just happy that she had a chance to relieve the growing sensations in her body even if it was begging for something more than just her fingers.

She gave her breast a squeeze as she moved her finger in and out and pushed in a second to join it. She moaned louder as she kept going, her body reacting to the sensations as shivers ran up and down her spine. Images played through her mind of Sweetie Belle and she tried to shake them away as she thrust her fingers in and out of her slit.

The images of Sweetie Belle didn't stop, her imagination was getting wilder and wilder as she imagined her girlfriend sliding over to where she was and licking her waiting slit. Her tongue working its magic over Scootaloo's vagina as she imagined what it would be like.

She gasped as her vaginal muscles clamped down on her fingers as she reached orgasm, now breathing heavily as she leaned back, slowly sliding her fingers out of her slit.

But as she slid them out something felt weird, and she looked down at herself and let out a small scream of surprise to see a winking horse vagina looking back at her.

"Are you okay in there?" Sweetie Belle asked as she knocked on the door.

"Uh, yeah, everything is fine," Scootaloo said as she started to wash herself clean again. "I'll be out in a few minutes, don't worry about me."

She just hoped that she really was going to be okay. She felt like she was going insane, maybe there was something more going on than she knew, but she felt like her sanity was slipping away. Was it possible that she had imagined ever being human and this was the truth?

No, she remembered everything, something about all of this was weird and she knew that she had to make sure that it really wasn't just her imagination. Hopefully Sunset would be able to give her some sort of answers.

She sighed as she washed her hair and then turned off the water and got out of the shower. She dried herself off and ran a brush through her hair before she dropped the towel and looked at herself in the mirror.

She could still see her human self hidden behind the strange transforming body. Her wings were limp on her back and her already fairly modest breasts were starting to shrink a little into her body.

Whatever was happening to her, it seemed to be turning her into some sort of horse, maybe a Pegasus. She had heard stories of Equestria from Sunset, but she hadn't imagined that she'd ever be anything more than human.

She sighed and pulled her clothes on. She had to get to Sunset and Twilight's place and hope that she'd be able to get some answers there.

"Scootaloo, are you sure you're okay?" Sweetie asked, her voice sounding worried.

"Yeah, I'm sure," Scootaloo said with a small smile as she unlocked the bathroom door and headed out, nearly running into Sweetie Belle who was standing outside the door. "I'm sorry, I just have been, distracted lately."

"Its okay Scootaloo," Sweetie said and leaned in and gave her a kiss on the lips. "I love you Scootaloo."

"I love you too Sweetie," Scootaloo said with a smile, this one was genuine. The only thing she was sure of was that she loved Sweetie Belle, right now that was enough. "So, about making things up to me..."

"Don't worry, meet me here tonight," Scootaloo said with a smile as she reached around and gave Sweetie's butt a light pinch.

"Hey!" Sweetie said with a laugh.

"All's fair in love and war, besides, its payback for using your magic on me," Scootaloo said with a laugh as she picked up her wallet and put it in her pocket. "I'll see you later, I promise."

"I'll hold you to that," Sweetie said with a smile as the two headed out, sharing one last kiss before they parted ways.

Scootaloo took one last look towards Sweetie Belle as she climbed onto her motorized scooter. She had no idea how far Sweetie's changes had progressed and she was honestly worried, but at the moment there wasn't a whole lot she could do.

She sighed and motored off, she had to get a few things done before she went to see Sunset. She just hoped that everything was going to work out okay.

<--->

"Yah have ta be kiddin' me, mah family's always been ponies goin' back as far as anypony can remember," Applejack said as she laughed a little.

"Yes darling, even with the occasional magic coming from Equestria, this sounds pretty unlikely," Rarity said, she and Applejack were seated together. "I think I'd know if Applejack was ever human."

Sunset sighed a little, she had hoped that they would at least be willing to hear her out. She had to admit that it did sound pretty unlikely, but there wasn't a lot she could do right now. She had to figure out how to convince her friends that it was the truth.

"I don't think she's kidding," Rarity said as she looked at her marefriend before she looked back at Sunset. "Look Sunset, its not that we don't believe you but..."

"We don't believe you," Applejack finished with a shake of her head. "Sunset, Ah know we've seen a lot of crazy stuff around here related ta magic, but this ain't like any magic we've ever seen before. Ah really don't know, Ah mean mah head's tellin' me somethin' different than ya'll."

"Yeah, I was afraid of that," Sunset said with a shake of her head.

"Sunset darling, its not that we don't trust you, but this is a lot to take in," Rarity said. "I mean, we've both been ponies for as long as we can remember so why should we believe anything different?"

Sunset sighed a little as she looked over at Twilight. This probably hadn't been a good idea and they should've just waited until they had more evidence than just a theory and some weird magical surges. She brushed her hair back and sighed a little as she looked at Twilight and then at her friends.

"You're right, there's nothing I can do to prove it," she admitted with a sigh. "But I'm not so sure that something isn't going on here. I just want a chance to prove it before its too late."

Rarity and Applejack whispered between themselves as they discussed what was going on. Sunset tensed up for a moment but she felt Twilight put a hand on her shoulder and gave her a reassuring smile.

"Alright Sunset, while we don't entirely believe you, but we're willing to at least consider the possibility," Rarity said with a shake of her head. "You're our friend and you wouldn't have any reason to lie to us."

"Yeah..." Sunset said and sighed a little as she heard the doorbell ring. "That should be Pinkie or Fluttershy and Rainbow Dash, I'll get the door."

She got to her feet and headed to the front door and opened it expecting to see one of her friends, she was surprised to see Scootaloo standing there. Sunset flinched a little when she saw that Scootaloo's body was in the middle of a transformation into a Pegasus, and she looked at Sunset with a worried look on her face.

"Hey Scootaloo, can I help you with something?" Sunset asked as she put on a smile, she didn't want to scare anyone else right now.

"Can I come inside?" Scootaloo asked as she looked around for a moment. "I'd like to talk to you and Twilight in private if possible."

Sunset blinked a little and nodded as she held the door open for the younger woman to come inside. She headed into the living room and whispered to Twilight that Scootaloo wanted to talk to them about something.

"Is everythin' okay?" Applejack asked.

"Yeah, everything's fine, we'll be back in a few minutes," Sunset said as she and Twilight headed upstairs with Scootaloo and looked at the girl. "Is everything okay?"

"This might sound crazy, but before last night I was a normal human," Scootaloo said and Sunset blinked in surprise at that. "Then something happened and I've been turning into, I guess a pony or something ever since."

"Wait, you remember being human?" She asked as she looked at the purple haired young woman.

"Yeah, why?" Scootaloo asked as she looked between them. "I mean, Sweetie Belle was affected too but she doesn't remember being human."

"That means the magic is spreading," Twilight whispered to Sunset who nodded a little. "Scootaloo, we've been following some magical surges leading to Canterlot and we think they may be tied into some form of transformation magic from Equestria."

"Yeah, I thought it was something like that, its why I came to you," Scootaloo said with a shake of her head. "Do you know of any way to reverse it for me and Sweetie Belle yet?"

"No, we're still trying to figure out who's even causing it," Sunset said and brushed her hair back a little. "But, if its spreading around the city then it could be anyone. And anyone could be a target, and without a cure there won't be any humans left."

There was a long pause as they let that sink in for a long moment. Scootaloo finally sighed and nodded a moment. "How can I help?"

<--->

Rainbow Dash yawned as she woke up and felt a weight on her chest. She smiled as she looked down at the sleeping Fluttershy who was snuggled up with her at the moment. The pink haired girl had a smile on her face as she snuggled up against Rainbow's body in her sleep.

Rainbow stroked her hair gently as she let Fluttershy sleep. She picked up her phone and looked at the time, they had slept latter than they meant to but there was no harm in it, it wasn't like they couldn't wait a little longer to go to Sunset's house.

She closed her eyes and leaned back in the bed. She and Fluttershy had been dating since high school, and the shy girl was everything Rainbow could ask for in a girlfriend. Rainbow had even helped her come out of her shell a little while Fluttershy helped the usually brash woman be more grounded.

Now she was just glad that they were going to spend the rest of their lives together. She swished her tail a little as she felt a light stirring on her chest as Fluttershy opened her eyes and looked up at her.

"Hey sleepyhead," Rainbow said with a smile as she leaned down and kissed Fluttershy lightly on the forehead. "How'd you sleep?"

"Fine I guess," Fluttershy said as she smiled softly. "Did, you really propose to me last night or was that just a wonderful dream?"

"Oh, it wasn't a dream, I can promise you that," Rainbow said with a smile as she held Fluttershy close. "I'm lucky to have you Fluttershy, you're the best thing that's ever happened to me."

Fluttershy smiled and snuggled up against the blue skinned woman's chest, feeling the soft fur tickle her cheek a little. She smiled and closed her eyes, the two of them just holding that position for a few moments as they enjoyed the feeling of closeness between them.

"I love you too Rainbow Dash," she said softly.

Rainbow sighed happily as she pushed Fluttershy's hair back out of her eyes. She didn't want the moment to ever end but she knew that they had to get going soon.

"So, I was thinking we both need to shower, why don't we..." Rainbow said with a teasing smirk as Fluttershy slugged her lightly.

"Not funny Rainbow Dash, you know I'm not ready for that yet," she said with a smile that didn't seem to match her words.

"Yeah, yeah, you can't blame a mare for trying," Rainbow said with a laugh as she hugged Fluttershy tightly. "Don't worry, lets just get ready and then head for Sunset's place, sound good?"

"Sounds perfect," Fluttershy said softly and smiled up at her again. "But, lets just stay like this for a little while longer, okay?"

"Sure Fluttershy," Rainbow said as she smiled and held her fiance close to her. "Anything you want, its yours."

Fluttershy smiled and closed her eyes as she snuggled up with Rainbow Dash for a moment. She sighed happily as she let her thoughts drift, briefly thinking about what had happened over the past day when she suddenly opened her eyes as she realized something.

"What's wrong Flutters?" Rainbow asked as she looked at Fluttershy worriedly for a moment.

"I just remembered where I saw that cloaked pony before, well not me specifically but I remember a bird telling me about it," Fluttershy said as she looked at Rainbow Dash. "He said that he saw a cloaked pony like that at Applejack's family farm yesterday, and that it had a sort of weird glowing necklace."

"Are you sure its the same pony?" Rainbow Dash asked, suddenly a bit confused by that. "Why would they be hanging out around the Apple farm?"

"I don't know, but he said the necklace did something to Applejack's brother and his marefriend," Fluttershy said and shook her head a little. "I'm sorry, it might be nothing, but unless there are two strange ponies walking around Canterlot like that..."

"I see," Rainbow Dash said and sighed a little as she held Fluttershy close. "What do you think we should do then?"

"I, don't know, it was just a thought," Fluttershy admitted. "The bird got a pretty good look at the cloaked pony and it did look a little like the one we saw, same coloring and everything from what we could see at least."

"Alright, lets talk to Sunset Shimmer, maybe she knows something," Rainbow said with a sigh. "There goes enjoying our morning together..."

"Don't worry Rainbow Dash, everything will be just fine," Fluttershy said with a soft smile as she leaned up and kissed Rainbow softly on the lips. "Besides, it doesn't seem to have done anything to us, right?"

"Right," Rainbow said with a shrug. "Or Applejack's brother, maybe its nothing. I think we should at least look into it though, I don't like this at all."

"Okay Rainbow, lets go talk to Sunset," Fluttershy said as the two women got out of bed and went to get dressed.

Rainbow smiled a little as she snuck a quick look at Fluttershy as she got changed into her clothes for the day. She knew that even if something weird was going on, then she was going to be able to face it together with her friends.

<--->

"Silver Hoof, Silver Hoof..." Twilight said as she ran her hoof along the books in her library in the Castle of Friendship. "I know I had something in here about him..."

"What are you looking for Twilight?" Starlight Glimmer asked as she came into the library and looked up at the Princess who was looking through books on one of the top shelves.

"I'm looking for any information on either transformation magic or a stallion named Silver Hoof," Twilight said without looking back down at Starlight. "he was apparently some great user of transformation magic some 1000 years ago, but I don't know a whole lot about him."

"Silver Hoof huh?" Starlight asked as she rubbed her chin thoughtfully. "I seem to remember that name coming up once, where was that book..."

She trotted over to a bookshelf and went through the books one by one.

"I already looked through those books," Twilight said with a sigh as she put another book away. "There isn't a chapter or anything about him in any of them."

"No, no, it was more like a brief mention, something easily missed," Starlight said and then took a book out and flipped to a page. "Here we go, its from a mare named Light Side's journal. She apparently was a traveling Unicorn that sort of, solved problems wherever she went. She mentioned him right here."

Twilight flew down and landed on the floor next to Starlight as she took the book and read it carefully.

"I passed through another village that had been targeted by Bandits. The Bandits' reign of terror seems to have come to an unexpected end here however as they crossed paths with a stallion of some minor renown in this area of Equestria. The reports go that he approached the bandits unarmed, and with a single spell transformed all of them into mice. He only gave his name as Silver Hoof before continuing on his way towards the Castle of the Two Sisters. I've tried to track down more information on this strange stallion but with no luck."

"Curious," Twilight said as she read it again, she flipped through a few more pages in hopes that she'd find something but the journal didn't mention the strange stallion again. "Do you think Princess Celestia may have encountered him then?"

"Maybe," Starlight said. "Didn't you send a letter to her to see if she knew anything?"

"Yeah, but I'm still waiting to hear back from her," Twilight said with a shake of her head. "Something about all of this is weird, I don't know what to make of it honestly."

"Why are you even looking for information on Silver Hoof?" Starlight asked curiously.

"It seems that there have been reports in the Human world of transformation magic and I'm seeing if it may somehow be connected to him," Twilight said with a shake of her head. "I don't think it was him personally, but I don't really know what to make of it."

"Well, with what you've told me about the Human World, weirder things have happened than a 1000 year old Stallion still being around," Starlight pointed out. "I think we have to consider all the possibilities."

"Yeah, I know, I just have to hope that Celestia can give me some sort of information," Twilight said with a sigh. "Sunset seems really worried about this so I honestly don't know what to do."

"Well, I honestly don't know what to say," Starlight said with a sigh as she put the book back. in its place. "Magic seems to be showing up in that world a lot. Maybe its just a side effect of the large amount of Equestrian magic that's been reaching there or something?"

"No, if that was the case it would've started in Canterlot and expanded outward since that's the highest concentration of Equestrian magic," Twilight said with a shake of her head. "But Sunset said that it started away from Canterlot and started moving towards Canterlot instead."

"Weird," Starlight said. "So what are you going to do? If there is something going on in the Human World, they're going to need help."

"Yeah... I know," Twilight said with a sigh as she shook her head a little. "I'm worried though, I honestly don't know what might happen if this goes too far. This kind of magic is, well honestly its kind of unprecedented, I just hope that Sunset and her friends are going to be okay."

"Me too," Starlight said as the door to the library opened and Spike came in carrying a scroll.

"This just came from Celestia," Spike said as he gave the scroll to Twilight and she unrolled it and read what it said, her heart sank when she saw what it said.

"Dear Twilight,

If there is truth to your theory that this is somehow tied to Silver Hoof, then you and Sunset need to approach with extreme caution. Silver Hoof himself entered the portal to the Human World some 1000 years ago before we could stop him. The biggest concern we have is that he's able to tap into the natural magic that all species in this world have and change it into something else. If there is some remnant of this power in the Human world, then there is a real chance that it might be too late.

What we do know about his power is that he could use it to re-write reality and change a species of anyone he wanted. There is a real risk that someone could use this power to get rid of an entire species. I do not know why they would want to do this, but whatever force is behind this in the Human World, you have to approach with extreme caution.

I would suggest going through the mirror and seeing if you can help Sunset figure out what's going on over there. I wish you luck Twilight, but approach with caution. It is hard to tell exactly what is behind the threat to that world, and it may be dangerous to Equestria as well.

It may be nothing, but he seemed to channel his power through a medallion that he carried with him at all times. This could possibly be the source of whoever is doing this' power, I just hope that it can be stopped before it is too late.

Sincerely,
Celestia."

"Well, that answers that question," Twilight said with a sigh as she looked at the scroll and rolled it back up. "I'm going to the Human World then. Starlight, can I trust you to keep an eye on things around here while I'm gone?"

"Uh, but shouldn't you have some sort of back-up in case something goes wrong?" Starlight asked as Twilight took her journal out and started writing in it to tell Sunset she was going. "I mean, I've only been on the human side of things once, but if there is some threat over there maybe you shouldn't go it alone."

"Yeah, I agree with Starlight," Spike said with a nod as she looked between them. "Maybe it would be a good idea to bring at least somepony with you."

"Maybe," Twilight said thoughtfully as she started writing in the journal. "I think I might have an idea, Spike can you get ready to send another letter for me?"

"Sure, who are you sending it to this time?" Spike asked as he took out a piece of parchment and pen.

"Just a new friend, lets hope she can help us out," Twilight said with a sigh as she started dictating to Spike what she wanted the letter to say.

She just hoped that everything was going to be okay.

<--->

"There's one thing I still don't get," Scootaloo said as they finished discussing what was going on. "Why aren't I affected like Sweetie Belle and the others are? I mean, I'm not really anything special."

"Well, if we compare it to a disease outbreak, its entirely possible that you have some sort of natural immunity, at least to the mental effects for some reason," Twilight said as she adjusted her glasses a little. "I mean, I can't really prove it, and even I don't know how all of this works. But the fact is that so far only you two remember being human, I don't know why that might be, but its something that's worth investigating at least."

Sunset looked at the purple haired young woman for a moment as she thought about it. She was likely immune because she had been born in Equestria, but that didn't explain Scootaloo at all. Unless there was something that they were missing, there was no obvious reason that she shouldn't be affected by the mental changes. It was like there was something that wasn't obvious, and she hated not knowing what was going on.

"I honestly don't know either," Sunset said with a sigh. "There's something about it that's weird... maybe we're missing something or there's a variable we missed or something. Regardless, we have to approach with caution and hopefully we'll be able to reverse it for most of us."

"Most of us?" Scootaloo asked, she suddenly looked afraid.

"Cutie marks seem to be what makes it permanent," Sunset said with a shake of her head. "And Rarity and Applejack already have their cutie marks so they're probably locked in pony form permanently. I don't know what that means for their family like Apple Bloom or Sweetie Belle though, its possible that they are still human and can be reversed."

"Yeah, Sweetie Belle still looked pretty much human this morning, other than some pony parts," Scootaloo said with a shake of her head. "Apple Bloom, I haven't really seen her since yesterday afternoon and she said she had to get back to Sweet Apple Acres."

"Great..." Sunset said. "Since that was where it began in Canterlot, that means she's probably infected. So, what are we going to do?"

"We'll have to approach it scientifically," Twilight said as she adjusted her glasses again. "We need to figure out who is doing this and why for one thing. You don't just go around turning people into ponies for no reason, and we should also see if we can figure out if there's anyone else who remembers being human."

"Right," Sunset said as she looked back at Scootaloo. "Are you going to be okay Scootaloo?"

"Yeah... its funny, yesterday I was more worried about how I was going to ask Sweetie out than any of this..." Scootaloo said with a sigh as she played with a lock of her hair. "Do you have any other ideas?"

"Well, if all else fails we could go to Sunrise Lake," Sunset suggested. "If there's any clues there then we should..."

"Wait, did you say Sunrise Lake?" Scootaloo asked.

"Yeah, its where it all started, my counterpart in this world is apparently from there but she went missing years ago," Sunset said as she looked at Scootaloo confused. "Why do you ask?"

"Because I was born in Sunrise Lake," Scootaloo said and blinked a little. "I was raised in the orphanage there until I was adopted by a couple that moved to Canterlot."

"Okay, that's interesting," Sunset said and looked at Twilight. "What do you think?"

"It could be nothing, but there's always a chance that its connected to why she can remember being human," Twilight said as she shook her head a little. "I wish I had more information, do you know anything about your birth family Scootaloo?"

"Not really, they died when I was a baby, I think I might've had an older sister, but we were separated when I was adopted, I don't really remember her..." Scootaloo said as she shook her head a little. "That was when I was about 3, I only know it was Sunrise Lake because Rainbow Dash's family tracked down some information on it and told me when I was older."

"I see," Sunset said and looked at Twilight again. "So, we've got another connection, that's not a lot to go on but it still might be something. Do you have any suggestions?"

"We could talk to her adopted parents, see if they have any information," Twilight said with a shrug.

"No, probably not, those records are sealed..." Sunset said with a shake of her head and was about to say something else when the journal started glowing.

She opened it up and read the message from Princess Twilight and let out a sigh of relief. Twilight said that she had found evidence that Silver Hoof had come to the Human World and possibly what to look for so she was coming through the portal.

"Please tell me that means you have some good news," Scootaloo said as she looked at Sunset with apprehension. "Any chance Princess Twilight figured out how to undo it?"

"Sadly, not yet," Sunset said with a shake of her head. "Sorry Scootaloo, but we'll do everything we can to reverse what's going on here. She is however coming here with their world's Spike, that's something at least."

The three sat there for a long moment, there was one thing that was worrying all of them but they weren't sure exactly how to put it into words. It was the worst case scenario right now, and saying it out loud would make it feel all too real, and that terrified them.

"What do we do if we can't stop whoever's causing this?" Scootaloo asked, finally putting a voice to the question that had been worrying them. "I mean... we don't know anything about what's going on here, what if by the time we stop whoever is behind this, its too late?"

"Then we might not have a choice but to adapt and learn, we don't seem to lose friendships so that's a good sign at least," Sunset said with a sigh as she shook her head and looked back at Scootaloo's wings. "Until then, we should probably act as if nothing is out of the ordinary. Maybe if we can get some answers from Twilight and track down whoever is doing this it can be stopped, but we do have to consider the possibility that it won't be."

Scootaloo and Twilight nodded in agreement. Scootaloo sighed and got to her feet. "I should get going... Sweetie's going to be worried about me if I don't make it to lunch and I still have a few things to do."

"See if you can check in with Apple Bloom," Sunset suggested. "We have to see if she's been affected, let me know if you see anything suspicious okay?"

"Okay," Scootaloo said as they got up and started down the stairs just as the doorbell rang and they opened the door to show Rainbow Dash and Fluttershy standing there.

"Oh, hey Rainbow Dash," Scootaloo said with a smile as she looked at her adopted sister.

"Hey Scoots, I didn't expect to see you here," Rainbow said with a soft smile as she gave her sister a hug. "Is everything okay? You were acting kind of weird last night."

"Oh, everything is fine, just needed some time to talk with Sunset is all," Scootaloo said with a smile as she looked back at Rainbow Dash and Fluttershy. "I should get going, it was nice seeing you again."

"Okay Scootaloo, but how about we meet at your place later? I've got a surprise for you," Rainbow said with a smile as Scootaloo put her helmet on and climbed on her motorized scooter.

"Huh? Oh, yeah, sure," Scootaloo said with a smile, she was still a bit distracted by everything that was going on but she was curious.

"Say hi to Sweetie Belle for us," Fluttershy said as she waved a little before Scootaloo took off.

Rainbow looked at Sunset and Twilight worriedly for a moment. "Is she going to be okay? She's acting kind of, strange."

"Yeah, she'll be okay," Sunset said with a nod as she held the door open for her two friends. "Come in, come in, Rarity and Applejack are already inside, we're just waiting on Pinkie Pie."

"Oh, she said she had to work today," Fluttershy said with a shake of her head. "But we wanted to talk to you about something."

Rainbow nodded as they came in and took their seats in the living room, holding hands as they did. Sunset smiled a little and took a seat with Twilight as they looked at their friends.

"So... what's up?" Sunset asked as she crossed her legs a little, looking between her friends for a long moment. "Is there anything new going on?"

"Well, umm..." Fluttershy said as she looked at Rainbow Dash for a long moment. "Me and Rainbow, umm..."

"What is it darling?" Rarity asked as she looked at the shy girl curiously for a moment. "Is everything alright?"

"Better than alright, Rainbow, do you want to tell them or should I?" Fluttershy asked as she looked at the rainbow haired girl who was staring off into space for a moment.

"Huh?" Rainbow asked and then shook her head. "Sorry, just worried about Scoots is all. Well, you know me I'm not really one for mushy stuff like this but... I proposed to Fluttershy last night."

"Awww, that's so sweet!" Rarity said with a broad smile. "Maybe I could make your wedding dresses, I've been working really hard on learning them lately and..."

"Dress," Rainbow Dash said as she rubbed the back of her head a little. "I'd rather wear a tuxedo honestly."

"Fine," Rarity said and pouted a little which just made her friends laugh. "But I'll still make yours even if you're not letting me have any fun Rainbow darling."

"Don't worry about it Rares, Ah'm sure yah will figure out some way ta make up fer it," Applejack said with a chuckle before she looked back at their friends. "Congrats ya'll, Ah have ta say Ah didn't think yah would be tha first of us ta get married."

"Well, I love Fluttershy a lot and I want to spend the rest of my life with her," Rainbow said with a soft smile as she leaned in and gave Fluttershy a kiss on the lips. "I'm just glad she didn't say no."

Sunset smiled a little as she looked at her two friends. She sighed a little, she could see the telltale signs of them transforming that she had gotten used to seeing by now, but it was interesting to her that the reality change didn't seem to actually change much other than their memories of what species they were.

Maybe that meant they weren't targeting her or her friends to break them up or something. That was kind of a relief, but still she couldn't help but be a bit worried about this. Her friends were potentially in danger and only Twilight really believed her.

She sighed and rested her head on Twilight's shoulder, maybe it wouldn't be all bad if there wasn't any humans left, at least that way she'd be among her own kind and not have to lose her friends. Still, she just wished that there was some way she could know who was behind this and why they were doing it.

"Oh!" Fluttershy said startling Sunset for a moment. "I meant to tell you Sunset, we saw a strange pony last night."

Sunset blinked a little as she looked at Fluttershy and Rainbow, that was the last thing she had expected them to say. "A strange pony? What do you mean?" She asked as she looked over at Twilight.

"Well, see last night we saw this pony dressed in a cloak," Fluttershy said. "Nothing that unusual really except then a bird I saw earlier had said that they had seen a weird pony like that in Sweet Apple Acres that used some sort of medallion on the Apple Family."

Sunset blinked, they had actually seen the pony who was doing this? That was not what she had expected to learn, and it was certainly something that needed investigation, there was only a few ponies in Canterlot that she knew of and maybe it would be a clue.

"Did you notice anything else?" Twilight asked.

"No, just that they had kind of a green-ish aura," Rainbow said.

"Why do you ask, Sunset?" Fluttershy asked she suddenly felt very nervous and unsure of exactly what was going on.
"Its a long story, but if my hunch is correct, that might've been a dangerous pony," Sunset said with a shake of her head.

One thing bugged her for a moment though, they had said pony specifically, and probably a Unicorn based on the use of magic. What was a pony doing In the Human World at all? Was it possible that it was a result of the magic, were they themselves a victim and they were just spreading the curse?

She knew she had to get to the bottom of this before it was too late.

Date Night

As the time passed there wasn't anything new in terms of readings, in fact it looked like the one coming from Sweet Apple Acres had died down so Sunset and Twilight had started to relax a bit, figuring that it was just a fluke or a false reading, but there was still something that bugged Sunset.

"What happened to the other me?" She finally said out loud as she sighed a little. "It feels like we're getting pieces of a puzzle here but not the whole picture. No one just vanishes like that, even if its connected to Equestrian magic..."

"I know, but I think you're worrying too much," Twilight said as she adjusted her glasses a little. "While its very weird, we don't know the whole story here. It could easily be unrelated to everything that's going on here, the only connection seems to be that it was in the same area as the first magical burst. We have no idea if the two really are connected, I think we should just see what's going on."

"Yeah, you're probably right," Sunset said with a shrug as she leaned back and thought about it for a long moment. "There hasn't been a lot of readings of Equestrian magic lately has there? Not since we graduated high school at least, I wonder what caused this sudden new surge."

"I wish I knew," Twilight said. "Something about all of this is weird, maybe you should send a message to Princess Twilight, maybe she will know something that we've missed."

"Its worth a try," Sunset admitted as she reached over and picked up the journal and started to write in it.

"Dear Princess Twilight, I know its been awhile since I wrote to you but we've got something of a problem over here. It might be nothing, but Twilight in this world has been picking up strange readings that seems to be coming from Equestrian magic. I know you don't really know much about what's going on, but if you can give us any advice that would be great, I'll let you know if we learn anything new."

She closed the journal back up and sighed a little as she leaned back. "I hope she can help, but since we don't even know what's going on we can't exactly figure it out from here."

"Yeah, I know," Twilight said as she gave Sunset a smile. "But we have to get going now, lets just keep an eye on things and hope that she comes back with something."

Sunset smiled as she leaned in and gave her girlfriend a soft kiss on the lips before she wrapped her arms around her gently. "I love you Twilight."

"I love you too Sunset," Twilight said. "Come on, lets get going, I'll keep any notifications coming in on my phone just in case something happens."

Sunset nodded a little and the two women got up and headed for the front door where Sunset's convertible was waiting for them. She smiled as she got inside and started it up as they drove off towards the restaurant that they were meeting Rarity and Applejack at

<--->

"So I told him, 'What makes you think it was us?' And then he opened up the classroom and it was full of sticky notes," Scootaloo said with a chuckle as she shook her head. "And then he took out Apple Bloom's bow that she had accidentally dropped, whoops."

"So, how'd you two not get detention?" Sweetie asked with a chuckle, she had been sick that day but it had been her friend's job to do the senior prank.

"He caught us the day before graduation," Scootaloo said with a chuckle. "So there was absolutely nothing he could do at the time, besides it was all in good fun and we helped clean it up."

"Well, I still wish I could have been there," Sweetie said with a chuckle as they ate their ice cream. "This was nice, I'm glad you invited me, too bad Apple Bloom couldn't come."

"Yeah, too bad..." Scootaloo said with a blush as she took a lick of her ice cream cone. "Look, Sweetie, I..."

"Yes?" Sweetie asked as she looked over at her purple haired friend. "What's up Scoots?"

"I, wanted to know if maybe you..." she said and blushed more. "Wanted to maybe make this, more than just, you know... being about two friends hanging out."

"Are you asking if I'll be your girlfriend?" Sweetie asked as she looked at Scootaloo surprised. "Do, you really mean that?"

"Yeah, I've kind of had feelings for you for awhile..." Scootaloo said and blushed a little as she rubbed the back of her head a little. "I didn't want to ruin out friendship, but I wanted to get a chance to tell you how I really feel about you. What do you say, do you want to be my girlfriend?"

Sweetie thought for a long moment before she leaned in and kissed Scootaloo passionately on the lips. Scootaloo's eyes went wide before she gently closed them and enjoyed the kiss as they held the kiss for the longest moment.

They didn't notice as the same cloaked figure teleported in behind them. She smiled as she looked at the kissing couple and levitated her pendant up a little as the third crystal started to glow a little and energy flew out of it.

"Enjoy what's left of your humanity girls," she said quietly as the magical energy flew into the girls before it flew back out into the pendant and the crystal glowed before she went to find more as the two broke the kiss.

"Mmm, is that a yes?" Scootaloo asked with a smile as she looked at Sweetie Belle's green eyes. "Are you really ready to be my girlfriend?"

"Mmm, I'd love to be your special somepony," Sweetie Belle said with a smile as she hugged Scootaloo who blinked a little, why had she said that.

"Uh Sweetie, are you okay?"

"Yeah, I'm fine," Sweetie said with a smile. "More than fine in fact, I've got the most amazing mare in the world as my marefriend. I can't be happier."

Scootaloo looked at her confused as she tried to figure out what was going on. She shrugged finally, maybe this was just her imagination, but still she loved Sweetie Belle and didn't care so she was just happy that she felt the same way about her. She couldn't help but feel a bit confused though, what was going on here?

She leaned in and kissed Sweetie again as they held the kiss for along moment before she broke the kiss. "Same here Sweetie Belle, I'm just glad I finally got to tell you how I feel."

Sweetie smiled and the two girls returned to eating their ice cream, occasionally exchanging looks.

<--->

"I told you we were going to be late," Sunset said as she and Twilight headed into the restaurant.

"Its okay, Rarity and Applejack aren't even here yet," Twilight said as they were seated by the hostess. "Why are you suddenly so on edge? Ever since we started picking up the readings in Sweet Apple Acres you've been more nervous about this than I am."

"I know, sorry, I don't know why but something about all of this doesn't feel right to me," Sunset said with a shake of her head. "I don't know really, might be my imagination but it just doesn't feel right. Like, there's something about all of this that we're not understanding and its just bugging me."

"Well, you are a lot more sensitive to magic since you're from Equestria," Twilight said with a shrug. "Maybe whatever is going on is affecting you somehow. We're out on a date, you don't have to worry about anything right now, just relax."

"Yeah, you're right, I probably just need tor relax a bit," Sunset said and kissed Twilight softly on the lips. "I love you Twilight Sparkle. I'll relax for tonight at least, we can figure this out tomorrow."

"Yeah," Twilight said as her phone went off and she checked it just as the waitress came up to them. "Ah, looks like they're about here they said to go ahead and order our drinks."

They ordered and the waitress went off to get them. The two women chatted for a few minutes as Sunset tried to take her mind off of the strange magical readings. She actually smiled a little and placed her hand on Twilight's before giving it a light squeeze.

She had been surprised when Twilight had asked her out not long after they had graduated. She had admittedly felt something about the woman, but she hadn't expected her to actually feel the same. She smiled and closed here yes as she hugged Twilight lightly and just enjoyed the moment as they waited for their friends to arrive.

Sunset sighed and looked at Twilight again. Maybe it wasn't anything more than here just being sensitive to magic, but it had never happened like this before. It was like something about this magic was different from anything they had ever encountered before and that worried her more than anything.

Still, they would figure it out in time and hopefully everything would be okay. They had faced challenges before, so how was this going to be any different? They'd face it together as a team and figure out exactly what was going on.

"Sorry we're late, traffic was a nightmare," Rarity's voice said as Sunset started to open her eyes.

"Its okay Rarity, we just..." Sunset started to say when she looked up and stopped in mid-sentence.

Standing there wasn't Applejack and Rarity, at least not the Applejack and Rarity she knew. Applejack was covered with orange fur and looked a little bulkier than she remembered, while Rarity didn't look that different other than her fur was white and silky and she had a horn sticking out of her forehead that was the same color. And they both had tails that matched their hair colors.

"Hey you two, its good to see you again," Twilight said with a smile as she gestured for the two to take a seat across from them.

Sunset just blinked in confusion, they looked almost like ponies, only more humanoid and Twilight was just acting like this was normal. What was going on here? Why did they look like that and was it connected to the magical surges that they had been picking up before.

"So, what was it ya'll were sayin' before about magical surges comin' from tha farm?" Applejack asked as they took a seat across from them. "Rarity filled me in, Ah'm not sure what yah might be talkin' about frankly."

"You, uh, didn't notice anything weird then?" Sunset asked.

"No, sorry Sunset but we just don't know what could've been causing it," Rarity said with a shake of her head. "You said that they were strong readings right?"

"Yeah, stronger than anything we've ever picked up before, at least recently," Twilight said with a shrug. "I figured since you two were more in tune with magic than humans are, maybe you'd know more about what's going on. Something about it has been bothering Sunset as well."

Sunset was even more confused by that, she was talking about them like they weren't even human anymore. Something about this was very wrong and she couldn't place her finger on it, she glanced down subtly and noticed that their feet had been replaced with hooves that were definitely more equine in shape.

Why did they suddenly start acting like this? And why did no one seem to think it was unusual but her? Something about the way this was happening bothered her, it was more than just the magic it was the fact that whatever it was was affecting her friends and she didn't know what it could be.

"I, have to go to the bathroom," Sunset said and started to get up as the waitress came back with her drink and was ready to take the orders.

"But Sunset, you still have to order..." Twilight started.

"You know what I like, I'll be back soon!" Sunset said as she ran off towards where the bathrooms were, she wasn't going to stop until she figured out exactly what was going on here.

And why it was affecting her friends.

<--->

Sunset looked at herself in the mirror for a long moment as if she was expecting herself to suddenly sprout fur and a tail, but nothing happened. She splashed herself with some cold water and even tried pinching herself but it didn't feel like a dream, this was real, whatever it was it was all too real.

"Okay, get a hold of yourself Sunset, there's got to be an explanation for what's going on," she said to herself as she paced back and forth a little. "There's Equestrian magic at play here, and something is causing people to be turned into ponies but what is doing it and why?"

She sighed a little and shook her head, that wasn't the biggest question really, the biggest question was why did she seem to be the only one that found it strange? Twilight had greeted them like they had always been, anthro ponies she guessed was the best term to describe them since they had first met.

She closed her eyes and tried to think back to her studies in Equestria. What kind of magic could possibly create this? There was transformation magic sure, she had studied that a bit while at Celestia's school, but this kind of transformation magic? That was beyond anything that she could've studied at the time.

It was like whatever it was was re-writing reality itself, making everyone think that they had always been ponies. But was it only going to be limited to her friends or was it going to be more widespread? She was afraid of what the answer might be and she had to figure out what to do and fast.

That's when the journal started to glow in her bag, she let out a sigh of relief and opened it up and read what Princess Twilight had said.

"Do you know what kind of magic you're dealing with yet?"

Sunset took out a pen and wrote in the journal:

"I think we're looking at some sort of advanced transformation magic. It turned Rarity and Applejack into some sort of, mix of humans and ponies and no one seems to find it strange but me. I don't know what's going on here, do you have any suggestions?"

There was a momentary pause as she waited for some sort of answer from Princess Twilight. She hadn't ever felt more worried about what might be going on than she did right that moment, and if the Princess didn't know what was going on then she might be in trouble.

Finally she got an answer, though it wasn't what she wanted to hear.

"Sorry Sunset, I've read stories about that powerful of Transformation magic but it requires some sort of magical item to concentrate it. I'm going to have to look into some things before I can give you a definitive answer. But what I can tell you is that its dangerous, I can't even promise you that it'll be possible to reverse the transformations. If someone is turning people into ponies, then you're going to have to be very careful."

Sunset took a deep breath and shook her head, that was not very helpful but it was better than she could have expected. It meant that there was probably someone out there doing this, so who could it be? Who would want to turn all humans into ponies?

She picked up the pen and started writing again:

"Thank you anyway, let me know if you find anything. Do you know why the mental changes don't seem to affect me?"

Twilight answered quickly:

"It might be because you're from Equestria, if you were born a pony then there's no reason why the mental changes would affect you maybe. There's also a chance that it might not just apply to you, but I can't make any promises. For now, just be careful and keep an eye out for whoever might be causing these changes."

Sunset nodded and closed the book up. It wasn't a lot of information to go on, but she was going to have to at least try and figure out what it might be.

"Sunset, are you okay?" Twilight asked as she opened the door and came in, adjusting her glasses a little. "You kind of ran out on us unexpectedly, what's wrong?"

"Its a long story," Sunset said with a shake of her head. "I need to tell you something, and it might sound crazy but you have to believe me."

"Sunset, you come from a world ruled by ponies and artifacts and people from that world has been showing up here for the last few years," Twilight said with a chuckle. "I don't think there's much that will surprise me right now."

"Okay, well, last time we saw Applejack and Rarity they were, well, normal humans and not like that," Sunset said which made Twilight blink. "Yeah, I knew that would sound crazy to you."

"I mean, they've always been ponies, the Apple and Belle families are two of the oldest pony families in Canterlot," Twilight said and looked at Sunset confused. "Sorry, I'm just kind of confused as to what you're talking about. Why do you think this?"

Sunset was about to take out her phone and show pictures of them when she looked at them, they were changed in the pictures too. She blinked and shook her head a little, this wasn't getting her anywhere and she didn't have any idea exactly how she could prove this to Twilight.

"Look, I can't prove it," Sunset said with a shake of her head. "But you still remember those magical surges right?"

"Right," Twilight said with a nod.

"I think they're somehow connected to this, but I can't explain what's going on or who is doing it," Sunset said with a shake of her head. "Princess Twilight said that there is record of powerful transformation magic, but she's still looking into what might be doing it."

"And you think that whatever it was turned two of our friends from humans into ponies along with their families?" Twilight asked and Sunset nodded. "Honestly, I have no idea what to think of this. It sounds pretty unbelievable to be honest, like you're telling me that everything I knew about them isn't true."

"I know, but if you know as much about magic as I do, you know that its certainly possible, we've seen other unbelievable things," Sunset said with a shake of her head. "I can't prove it, but Princess Twilight is looking into it now."

"But I mean there's nothing wrong with them," Twilight said with a shake of her head. "I mean, were they any different than they were before?"

"Well, no they're pretty much the same, only more pony-ish," Sunset admitted with a shrug. "You don't believe me do you?"

"I don't know, you're telling me that two of our best friends are actually not the species I thought they were, and that you're the only one who remembers them as humans," Twilight said. "I've been studying magic for years and honestly I don't know as much about it as you or Princess Twilight. You honestly could be right for all I know, but its hard to prove it right now."

"Yeah, I know..." Sunset said and shook her head. "I'm going to try and look into it, I wouldn't say this if I wasn't sure that it was the truth. I need your help Twilight, if there are any other surges can you tell me about them?"

"Of course, and if you're right maybe we can stop it before its too late," Twilight said and Sunset flinched a little. "What is it?"

"Uh, even if we stop it, I don't know if its reversible," she admitted with a shake of her head. "Like I said, lets just keep tracking things and see if we can figure out what's going..."

An alert suddenly went off on Twilight's phone. She looked at it and then blinked as she showed it to Sunset. "Sunset... that's where we are now."

The two women's eyes went wide as they ran out of the bathroom to see what was going on.

<--->

"Hey squirt, what's the word? Did Sweetie say yes yet?" Rainbow Dash asked as Scootaloo talked to her over the phone while Sweetie was in the bathroom.

"Well, yeah, but..." Scootaloo said and looked around for a moment. "She's started acting really weird, like calling us ponies or something. I'm not really sure what's going on here, do you have any idea what's going on?"

"Scootaloo, what are you talking about? You've never been anything other than ponies," Rainbow asked confused. "Why would you think you were supposed to be something else?"

Scootaloo blinked and looked at the phone confused. Why did Rainbow Dash seem to think that what Sweetie Belle was saying was normal? Why did she think it was strange but Rainbow didn't? Something about this was weird, but she couldn't put her finger on it.

"Right, right..." Scootaloo said as she looked at the phone for a moment.

"Did you hit your head doing a trick again?" Rainbow asked concerned. "What's wrong Scoots?"

"No, nothing's wrong, I just, I don't know what to think right now," Scootaloo said and put on a smile. "But hey, I've got a girlfriend now, that's good right? Still, I wish I knew what was going on."

"Don't worry about it kiddo, its probably just love messing with your head, it happens to the best of us," Rainbow said with a chuckle. "Look, you two crazy mares have fun, I don't want to keep you from your special somepony. Call me when you're on your way home, okay?"

"Okay," Scootaloo said and hung up the phone as she sat down and looked up at the sky.

It was a clear night, so even with the light coming from the buildings around her she could still see the stars twinkling above. She sighed a little, something about this still bugged her and she had no idea what it might be. Was it possible that there was something magical involved here?

She didn't know a lot about magic, but she had been filled in on some of the details by Rainbow Dash and her friends and she wasn't sure what to make of it. She had to figure out what to do and fast, or her life might never get back to normal.

Then again, would that be so bad? She had always been kind of an outcast, the only time she ever felt like she belonged was when she was with Rainbow Dash or the other Crusaders, being a pony wouldn't be that different.

No, she couldn't think like that, she had no idea why her humanity was suddenly gone and why she seemed to be the only one who remembered being human, and she wasn't about to take that lying down.

"Hey Scootaloo," Sweetie said and she looked up to see the other girl walking over to her with a smile. "Sorry I took so long, so, did you want to do anything else tonight or..."

"Well, I was thinking we could maybe go to this place I know outside of town," Scootaloo said, she had to try and sound as normal as she could right now. "Its pretty nice and its perfect for stargazing, what do you think?"

"Sounds nice," Sweetie said and giggled a little. "You never struck me as a romantic Scootaloo."

Scootaloo blushed and rubbed the back of her head a little in embarrassment. "Yeah, well, its for you and I wanted to do something nice, you know?"

"Thank you Scootaloo, you're quite the sweetie," Sweetie said with a giggle as she leaned in and gave Scootaloo a kiss on the cheek.

Scootaloo smiled a little, maybe things weren't going to be so different after all. She lowered her hand and stopped when she felt it brush against something that felt fleshy, and then like there was feathers.

"Excuse me a moment..." she said and got up and ran for the bathroom, leaving Sweetie confused as she opened the door to the small bathroom and locked it behind her.

She closed her eyes, afraid of what she was going to see when she looked in the mirror. This was not what she needed right now, she didn't want something else freaky or bizarre to be happening, but she knew that whatever it was, it couldn't be that bad.

She opened them and looked at her reflection, growing out of her back though still small at the moment was a pair of orange wings.

It took everything in Scootaloo's power not to scream.

<--->

"Are you sure this wasn't a false alarm?" Sunset whispered to Twilight as they looked around the restaurant which didn't seem any different from when they left it.

"Yeah, I'm getting readings from here still," Twilight whispered back. "They're getting weaker, but they're still here, its like whatever caused it is dissipating quickly."

"Great..." Sunset said and shook her head as she looked around.

There wasn't anything unusual, just a few people talking and enjoying their meals, there wasn't any sign of something that might count as a dangerous magical threat that they could see.

But something was bugging Sunset, like there was something that was poking at the back of her mind about this and she couldn't place her finger on it. It was like there was something there that neither of them could see, as they thought about it though they didn't notice the motes of magical energy flying into them.

"Well, we don't really know what's going on here, lets at least go back to the table and see what Rarity and Applejack have to say," Sunset suggested as the two headed back to the table and took their seats.

"Is everythin' okay?" Applejack asked, she was starting to look more and more like an earth pony but her body was still vaguely human in shape.

"I don't know," Sunset admitted. "Do you remember those readings we called you about?"

"Yes, how could we forget?" Rarity asked. "We told you that we didn't have any information on what they could be at Sweet Apple Acres."

"Yes, well we picked up the same readings coming from here," Twilight said and Rarity and Applejack looked at her surprised. "Did the two of you see anything unusual in the last few minutes?"

"No, not really," Applejack said with a shake of her head. "What about yah Rares?"

"No, nothing that unusual, at least not for a place like this," Rarity said with a shake of her head. "I'm not nearly as sensitive to magic as other ponies are so I can't say if there was anything specific either. I'm sorry, but I don't really know what might've caused it."

"Great..." Twilight said and shook her head as she looked at Sunset. "What do you think Sunset? Do you think it was another false alarm?"

"I doubt it," Sunset said with a sigh and shook her head a little. "We just can't see what's going on for some reason, its like whoever is doing this is hiding it from us."

"What exactly are they doin'?" Applejack asked as the two mares looked at their friends confused.

"You wouldn't believe me if I told you," Sunset said with a shake of her head.

"Trust me, I have a hard time believing it myself," Twilight said with a shake of her head as she looked at them. "Lets just try and enjoy our dinner for now, okay?"

"Alright, well, if you think there's not anything wrong at least," Rarity said.

Sunset wasn't so sure, but there wasn't anything they could find around here given there didn't seem to be anything unusual. Though that was assuming that it wasn't part of whatever was causing them to have their minds re-written, she just had to hope that everything would be okay.

"Why didn't you tell them?" Twilight whispered to Sunset. "If it affects them and their families, don't you think they should know what's going on?"

"It was a lot for you to take in and you don't think you've been a pony your whole life," Sunset pointed out with a shake of her head. "Lets just wait until we hear back from Twilight, she might be able to give us more information, I just hope that whatever it is will be good news."

"What are ya'll whisperin' about over there?" Applejack asked as she looked between the two curiously.

"Oh, nothing, lets just enjoy our dinner," Sunset said as she tried to force a smile.

For now, she'd just enjoy the double date and hope that nothing else happened that would catch them off guard.