It was a beautiful day. The sun was shining, the birds chirping. To make it better this was the famous day of love, Hearts and Hooves day! A day Sweetie Belle had been waiting all week for! Her and Button were going to make the best of it! Perhaps go all the way if her plan worked!

So of course she had to get sick the day before. What's worse she wasn't feeling any better the day of.

“This sucks…” She groaned, fighting through another round of coughing. Her two best friends stood over her bed, looking down at her with both worry, and a small twinge of pity.

“I talked with Zecora,” The yellow mare known as Applebloom said, standing over her, her arms crossed under her rather generous chest. “But her and I kinda agree. Any sort of ‘quick fix’ might just make things worse.” Sweetie wasn’t surprised really, she figured it was a long shot from the get go. As much as this sucked she found it kinda funny.

In the past they’d have probably thrown caution to the wind and immediately gone about brewing up some potion to ‘cure’ her. Likely causing all sorts of mayhem from the results. it almost brought a smile to her face despite her current sorrow.

Long past were those days. The three of them having just turned eighteen, Sweetie being the most recent of last month in fact, and with age came certain changes. Such as the growth spurts her two friends were showing off rather nicely.

Applebloom had begun to blossom into a similar frame her sister Applejack held. Strong hips, powerful muscles in her legs and arms, yet to the naked eye, she remained slim, almost petite. No one who didn’t know her would ever guess she had casually tossed a drunken stallion twice her size through a window once. Her chest didn't help matters, with a breast size that were larger then Sweetie’s own, much to her secret irritation. Applejack sported a fine pair of double D’s and Applebloom was well on her way to matching them. Her own set just barely budding into a D cup themselves. She was turning into a fine looking mare indeed.

Still, Bloom's chest held nothing when compared to their friend Scootaloo. It was funny that Scoots held Rainbow Dash in such high regards, because her body followed more along the lines of Fluttershy’s. Her hips were wider then either of them, and her chest blew both of them out of the water. While Fluttershy still beat her with her massive G cup, Scootaloo was quickly gaining ground with her double Ds, if not soon to be E cup. Yet despite all this, she was still as swift and athletic as ever. One would think having such a body wouldn’t fit for that, but then again Fluttershy did enjoy a good game of Buckball.

Then came Sweetie herself. While it was true she felt certain aspects of her body were inferior to that of her friends, she couldn’t deny she held a beauty of her own. Her sister was the Rarity after all. That DNA was in her blood as well.

True her chest wasn’t up to par with her friends, but they were a modest C cup all the same, and likely still developing. She didn’t feel she had the wide hips or the appealing legs Applebloom had, but she was no slouch either. While she didn’t want to get a big head about it, deep down she knew other ponies found her beautiful. Especially the one who counted most, Button Mash. Often describing her as a ‘fairy tale princess’. Something that lit a fire in her every time he said it.

Of course she probably didn’t look quite like that given her being sick, and that fact just depressed her further. Today wasn’t supposed to be like this! What happened to her plan?!

“Ugh! I can’t believe we have magic that can change your size and species, like that time Princess Twilight made her friends into Breezie fairies, or magic that can change your age or gender like Starlight has displayed, and yet we can’t cure the common freaking cold!” Scootaloo lamented, throwing her arms into the air.

“I know, but you know what both Twilight and Starlight say. Magic can’t fix everything all the time.” Applebloom added with a sigh. “Still I have half a mind to try anyway. Tis ain’t fair!”

“I have half a mind to take you up on the offer.” Sweetie said between coughs. “Today was supposed to be amazing! I-” She blushed, almost too embarrassed to admit this to her friends. “I even went as far as to use that enchantment we found on these panties.” As she had spoke, she had reached into a nearby nightstand drawer to reveal a pair of purple panties that were very much on the lacy 'adult' side of things. Specially magicked with a particular spell that would have driven Button wild had she worn them. The sight of them caused both her friends to blush.

“For real?” Scootaloo said eyeing the pair with wide eyes.

“Ya really went for it?” Applebloom added. Sweetie nodded a slow sad nod in response.

“Yeah… not that they do me any good NOW.” She huffed, throwing the pair into a nearby pile of dirty clothes. Both friends felt their hearts break a little at that.

“H-Hey, it’s not so bad. You’ll have other days.” Applebloom said placing a hand on her friend’s shoulder. Sweetie sighed, but tried her best to give her friend a smile.

“I know, it just sucks.” She plopped back down feeling defeated. Already the world seemed to spin a bit from her sitting up. “I just hate that this happened. I haven’t even gotten to tell Button yet that I’m still not feeling well.”

“Well we can go tell him.” Scootaloo suggested, placing her own hand on Sweetie’s free shoulder. “Heck if you want I can even stay here all day with you. Not like I have a special somepony waiting for me.”

“H-Hey! Don’t leave me out!” Applebloom added in haste. “Tender Taps and I can always postpone any plans. We didn’t have nothing real fancy planned.”

“And get you both sick? No way, you go, I’ll be fine.” Sweetie piped up, waving her hand dismissively. As much as it’d be nice to have her friends watching over her, she’d hate herself if she was the reason they gave up their Hearts and Hooves day. “You know how it goes. I should sleep and regain my strength. My dad will be here to watch over me, and Button was due to check up on me in a few hours anyway. I can talk to him about all this then."

“Are you sure? We don’t-” Sweetie shushed them.

“I’m sure. Now go before I have to threaten you with telling Rarity you want to model her next spring line for her!”

“Okay! Okay! We’re going!” Applebloom said with a laugh. It was only a half threat, though both girls knew if Sweetie made good on that, they’d be trapped for hours. Both Bloom and Scoots cracked up into giggles over that, remembering last time it happened. Eventually Sweetie joined in too. She really did have good friends.

The next few minutes were filled with their laughter, before a knock on the door interrupted them. It opening just a crack mere seconds later.

“Hey there Pumpkin. Feeling any better?” Sweetie's dad, Hondo Flanks called from outside. He had opened it enough to call in, but not enough to see who was inside, though their laughter likely gave it away.

“It’s okay dad we’re decent.” Sweetie said, trying once more to sit up, and once more the room swam in her vision. Damn, at this rate she worried about being able to speak with Button at all.

“Can never be too careful. A lesson I learned with your sister.” He said walking in. “Applebloom, Scootaloo,” he nodded at each of them, “thank you so much for looking after my daughter while I was out.”

“Heck it’s no problem. Mr. Flanks ya know that!” Applebloom beamed. Scootaloo nodded her agreement.

“Anything for our best friend and fellow crusader!” Hondo smiled in return as he walked up to the edge of the bed, a thermometer in his hands.

“So are you feeling better?” He asked, giving Sweetie said thermometer.

“Not better enough.” She sighed before sticking the thing in her mouth. After waiting the allotted time, Hondo pulled it out and gave it a look, a frown on his face.

“Sorry darling, but you’re still just around one hundred degrees. Still it’s better than your one o three temp of yesterday.” He gave her his best smile, which she graciously returned.

“Thanks dad, but I’m going to guess you’d tie me to the bed if I tried to get up?”

“No I’d just tell Rarity I need her help to watch over you.” It was still funny how much Sweetie’s eyes would widen at that.

“Ugh, never again. I’ll be good.” The last time Rarity had tried to play nurse, she had insisted in modeling no less than fifteen different nurse outfits while proceeding to burn any food she tried to make for her. To think it was Sweetie that the family used to fear burning dinner!

“Speaking of Sweetie staying in bed. Now that I’m home I’ll take over watching her. You girls should get out of here before you catch this as well.”

“Yeah, we were just talking bout that.” Applebloom nodded, making her way to the door. “We’ll be back tomorrow to see how you’re feeling alright sugercube?”

“Yeah, and we’ll have plenty of stories to tell ya okay?” Scoots added, joining Applebloom at the door. Sweetie smiled and thanked them both before laying back down.

“I’m sorry Sweetie. I wish I could kiss this away like I did your pain when you were little.”

Sweetie giggled at the thought. “Daaaad, I was like five when you used to do that. Thanks for the offer though. I’d take it even if I would feel silly.”

“And likely embarrassed in front of your friends. I figured you’d want to wait for them to leave before I said that.” He gave her a wink, causing her to smile more.

“Thanks dad. You’re the best you know that?”

It was his turn to smile as he gave her a soft kiss on the forehead. “I try. Gotta make it count when I can. With you being an adult now, I feel as if my time with you is slipping away.”

“Oh dad, don't you always say I’ll always be your little girl? You still tell that to Rarity all the time.”

“Well it’s true, you two will always be my little girls.” He kept his smile for a few moments more before the reality of it hit him, his gaze shifted toward a picture of Sweetie and Rarity, their faces smothered with ice cream.

“You know with your sister as she is, all her responsibilities and adventures. It feels like forever since I got to spend the day with her.” Lifting up the picture he drank it in for a few moments more before turning back to his youngest daughter. “Promise me that when you’re better you make some time for your dear old dad?”

Sweetie grinned, nodding her head as best she could without causing herself a headache. “Yeah, that sounds great dad. Maybe we can get Rarity to join us sometime as well.”

“Now that’d be nice.” He laughed, giving Sweetie’s head a soft ruffle. “Till then you rest and let me know if you need anything okay?”

“I will dad.” Sweetie yawned as she felt what energy she had left slowly seeping out of her. “J-Just wake me when it’s lunch time okay?”

“Sure thing dear, and I’ll get you whatever you want. Well that you can actually eat anyway.” He saw the ever so slight of a nod from his daughter before she rolled to her side, squeezing one of her pillows to her chest. Poor girl was worn out. While his heart went out to her, part of him was almost relieved though he knew he shouldn’t feel that way. Still with her sick in bed, it meant less of a chance of some boy trying to snatch her up today.

Walking toward the door, he stopped just long enough to pick up her pile of dirty laundry. The least he could do is give her some clean clothing to wear when she was better. Making sure to shut the door, he made his way down the hall toward the laundry room.

Sweetie on the other hand had only the vague notion that her dad had left, sleep quickly approaching. It dawned on her she had never warned him that Button was supposed to come over. She briefly thought of calling him back, but knew she was too exhausted to be heard.

Well Mom knew she was dating Button, so dad had to know right? After all a mare her age? This probably meant a 'talk' with Button was long overdue. She’d just have to apologize and make sure their next date was extra special.

* * *

Hondo was having his own disappointments to deal with during the holiday today. Cookie Crumbles was off in Canterlot on some important business. Meaning any plans they might have had were already out the window. Though he supposed that was for the best given his sick daughter in the other room. No way could he focus on having a night out with Cookie while Sweetie was here all alone, Rarity doing Celestia knew what today. Besides it was nice to spend time with Sweetie, even if she couldn’t really do anything at the moment. He'd give anything to be able to take her out for ice cream or something, anything to lighten her spirits.

“It’d be nice to do something special for this day…” He mused to himself, his eyes glancing toward a particular brown box that looked very much out of place sitting on the dryer in their laundry room. He set Sweetie’s clothing into the “To be washed” basket before walking over to pick up said box.

He still couldn’t believe he had actually gone through with the order. He also couldn’t believe how accepting Zecora had been to brew the potions. Opening the container, he gazed again at two vials of liquid. Settled firmly in some black foam laying side by side. One red, one white.

His lack of time with his daughters wasn’t the only problem he had been having as of late. Much as he hated to admit it, he felt his age creeping up on him. In a few more years he’d be well over fifty. Already his daughters were doing such amazing things, going on all those adventures. Would he be able to keep up?

Then there was his wife. While their love for each other hadn’t wavered, he couldn’t help but feel as if they had hit a rut of some sort. They hadn’t ‘fooled around’ as it were for a few days now. Heck it had been a few weeks since they had even made love. It’s why he had gone to Zecora in the first place. Talking to her about any sort of aide to spice things up in their bedroom. Seemed his wife had been thinking that too, given she had suggested maybe asking the Cakes over for some adult games again.

This though. These potions were something else if they worked, but from what he heard, there was no reason to doubt Zecora’s abilities. Holding the red potion in his hand, he gazed at the red liquid as it sloshed around. To think he had come across this thanks to Rarity, during a rare moment together. She had been sewing off in her own world again. Talking about how fabric well loved could hold the memory of its wearer in its threads.

He hadn’t thought about it much at the time, but apparently it stayed with him as he found himself talking to Zecora about it during one of her trips to Sugar Cube Corner. Surprisingly, she told him that it wasn’t a stretch, as she knew of a potion that could give you the body of whoever wore a particular item of clothing last. Though she did admit it had to be something rather ‘intimate’ to work. He probably couldn’t use it on an old jacket for instance.

Luckily, he did have something that’d work just like that. Reaching into the dryer he pulled out a pair of dark blue stallion’s swimwear. A pair of men's bikini briefs meant to hold his 'junk' in place under his real shorts. Something he hadn't worn since his early twenties. He couldn’t believe he had even hung on to this pair. Sure back in the day he considered them his ‘lucky briefs’ but that was years ago. The mere thought that he once did such a thing made him wince. Ah to be young and lame.

Then again, maybe they were lucky after all. If this worked, he’d have his young body back. Being in his early twenties again sounded great at the moment!

“Of course it wouldn’t matter with Cookie being delayed in her trip.” He told the ceiling as another long sigh left his lips. He had it all planned out too. He’d dip these swimwear into the potion and then put them on, well after cleaning them anyway. True Zecora didn’t say they had to be, but they’d been sitting in the back of his closet for years. Better safe than sorry.

And According to Zecora they’d only have to be in the liquid of the potion for a few seconds and the magic should seep into them. Then all he had to do was put them on and the memory of how he looked back then would replace the pudgy body he held now.

Gripping said flab, he wondered just how long it had been in such good shape. He wasn't unhealthy by any means, just a bit more rounder then he once was. He also couldn't remember the last time he really went all out in swimming. He might not have a cutie mark for it, but he always enjoyed being by the water. It's why he fished even now.

When he was young though... Back in school he had been part of the swim team. With a fresh strong body, ready to face the world. If he could just have that back for only a night, well it’d be a great surprise for Cookie that's for certain. Without thinking he almost popped the cork on the vial just then.

'Whoa, hold on there Hondo.' He told himself placing the vial down on the dryer. Was he really going to do this here? In the laundry room? The only reason the box was in here was because it was close to Sweetie’s room, and he’d wanted to make sure his daughter was well before anything else.

He picked up the swimwear, the fabric of the briefs feeling smooth in his hands. The temptation causing them to itch. There was an empty tin right there on the shelf. Likely had held some of Rarity’s sewing supplies at one point and left forgotten. How perfect it had avoided removal during any of their cleaning.

A youthful body would be great wouldn’t it? He'd never have issues keeping up with his daughters then! It also wasn’t like he wouldn’t seem himself either. Sure it'd probably look strange, but he could chalk it up to some magical illusion of a beauty product. Only his family would question it, and he wanted Cookie to know. He could figure out what to tell Rarity and Sweetie later.

“Damn it why not?” He told himself grabbing the tin and popping the potion open. It’s not like there was a time limit. That’s what the white potion was for. If he drank it, he’d end the spell and revert back to his current body. Staring at said vial he almost considered pouring it down the drain. After all, why would he want to become this old again? If he remained young he could do so much more! Maybe not just keep up with, but actually help out his daughters!

His hand nearly reached for it before he grabbed his own arm. No. No that vial was included for a reason. Besides it wouldn’t be fair if he got to remain this way and Cookie didn’t. Heck how did he know Cookie would even care for this idea? Well he’d cross that bridge when he came to it. Until then he’d keep the white vial safe so he could end the enchantment anytime he needed.

Filling the tin with the red potion he watched it with mild interest, looking for any shimmer of its magic. Instead he got what looked like red paint sloshing around an old tin. Well, it didn’t need to look impressive, it just had to work. Holding the swimwear up, he took one last look at the reminder of his past. He hoped this worked. He really did.

He was just about to dip them in, when the sound of a door opening halted him. Sweetie Belle? What was she doing out of bed? Was something wrong?

“Ugh, Stupid bladder.” He heard her mumble, which was quickly followed by coughing. Oh that explained it. Wait this was bad! The bathroom was right next to the laundry room! She’d have to walk right by the very open door to get there. She’d see him for certain! How was he supposed to explain this?

Panicking he scrambled to turn the light off, before racing to duck behind the washer, trying his best not to bump into anything on the way. In his haste he felt the swimwear fly out of his hands as he ducked behind the washer at the last second. Shit, no time to worry about them now. Ugh, he couldn't believe he was hiding from his own daughter! Once he heard the fan turn on in their bathroom he thought about closing the door, but was too afraid that even in her sick state, she’d notice how it’d been open beforehoof. He didn’t need her investigating in here.

He sat there for a few moments feeling silly. Did it really matter if Sweetie saw what he was doing? Well maybe, but she’d be back in her room before long. In the meantime he did his best to see through the darkness for his swimwear. He didn’t really like the idea of it possibly sitting in a dusty spot on the floor if he was to wear them soon. Using what little light he could, he scanned the area, till finally finding them sitting atop the dirty clothing. Well that wasn’t ideal, but it’s not like just from touching those clothes they’d be that soiled themselves.

Picking them up he made his way back to his hiding spot and waited for Sweetie to shuffle back to her room. Soon as he heard her door close again, he rushed out and quickly sank the clothing into the potion. Once they were submerged, the liquid seemed to glow for a few seconds before disappearing completely, leaving only the seemingly fresh pair of swimwear in its wake. Alright that was rather impressive.

Now he just had to put them on. Hurriedly undressing he piled his clothing on the floor while berating himself for not closing the door or turning the light back on before this. Was he really so eager to do this that he'd rush it this much? Looking down at the loose flab of his belly, his gaze steeled. Yes, yes he was.

Finally as his current underwear hit the floor, he scooped the clothing up and threw them in the dirty pile. No need for those soon! Now to put these briefs on and claim his prize! Thank Celestia Zecora told him that the potion should let them stretch to any size without tearing. Something he was finding very useful at the moment as he tried to slide these up his legs. Was there really a time he had worn these?

After some struggle, and a deep fear they'd tear to pieces despite Zecora's insurance they wouldn't do that, he managed to get them on. Ow! They felt like they were cutting off blood flow! He couldn’t wait for the spell to kick in so he could have the proper body for these!

Shutting his eyes he waited. And waited. In fact he waited for several moments without so much a tingle. Disappointed he slowly made his way to the light, switching it on as if it'd make a difference. He was just about to examine the tin he'd used, when a patch of blue caught his eye. There on the dryer handle were his swim briefs.

“But… if that’s the swimwear…” He began, attempting to bend down to see his crotch. If that was the swimwear, then just what in Tartarus had he just put on? He could just make out something purple. Well it was no wonder he mistook these for his briefs with that coloring, but it didn't explain what they were. Just what had he-

He had just enough time to register what he was wearing when a horrible warmth began to flow through his body, A warmth that had meant to be his savor, was instead a nightmare.

Panties! He was wearing a pair of purple panties! He had to get out of them now!

Hooking his thumbs around their waist band, he tried to pull them down, when another wave of heat caused him to shudder, forcing him to his knees. No! He had to stop it! The magic! It was…

A sudden hotness in his arms and hands made him nearly cry out. Just barely keeping his voice down in fear of alerting Sweetie Belle to his embarrassing situation. Bringing said hands up to his muzzle, he watched as they slimmed down. Their shape taking on a very slim and feminine form. His nails even grew out to be the perfect length for any young teen filly! His fur on them also began to change. What once seemed to be a light almond coat became near snow white. Shorter too, as well as a lot less thicker than his own.

Not that he had time to worry about that as the changes quickly flowed down his legs, causing them to go from flabby to slim and graceful in mere seconds, his feet shrinking into cute dainty little things. His stomach was next, as he watched the flab melt away, his waist sucking in till it was flat and hour glass like. The rest of his frame followed suit, shrinking him down a good few feet in the process. It was strange seeing the world enlarge around you. This couldn't be happening! He was a stallion damn it!

As if to say it disagreed, the magic sped up, attacking his head next. Long strands of a purple and pink mane fell past his shoulders rapidly, gaining the curls Sweetie was so famous for seconds after. He was running out of time!

“I-I have to-Ah!” He whispered before snapping his muzzle shut. It had already gotten to his voice! Now he sounded just like her!

“I-I’m Hondo Flanks not Sweetie Belle.” He said in a perfect imitation of her vocal cords. The sensation was unreal. To speak and hear your daughter’s voice come out. It couldn’t get weirder than this!

That's when the next wave of heat quickly reminded him that yes. It was going to get weirder. A LOT weirder.

By this point, most of his body had been reshaped into its new feminine form except for two very important parts. Parts the potion was now doing it’s best to correct.

“N-No! Not T-There!” He squeaked, hearing the same adorable crack in his voice that Sweetie still had. He had always found it so cute when she squeaked like that. Never in a million years did he think he’d hear the same sounds coming from him! The heat swelled in his neither region. No! At this rate...

“N-No! Ah! M-My dick! It’s!” He squeaked out, his voice shaken. He thought it might feel painful for him to lose that part of him, but instead it just felt odd. As if someone was simply molding his body with clay.

“W-wait I can’t… I’m not..” She protested weakly, as the magic finished it’s business down there. Her dick was gone. She was no longer a ‘he’ in the scientific manner. Now she was most certainly a her.

“I-Is it over?” She squeaked again, looking down at her fresh new body. It seemed to be mostly done. Possibly only doing a few more minor alterations, though something seemed off. It already took her best part, so what was-

A burning warmth in her chest reminded her of the one thing she still didn’t have. She barely had enough time to reach up and cup her increasingly sensitive nipples as the burn pulsated, causing her to squeak in pleasure as her non-existent breasts suddenly sprung into being.

Another pulse rippled through her as she felt the jiggly flesh press into her hands. Yet another pulse followed by another ripple caused them to push even further. This continued on as each pulse caused pleasure and an increase in bust size. Each ripple causing her to let out little coos of pleasure. Why was this happening to her? It was going to drive her mad! How big were they going to get!?

Finally after what seemed like several dozen pulses, the magic died down. It’s warmth growing colder and colder before seeming to dissipate completely. Leaving a very tired, yet very obvious teenage filly on the floor of the laundry room.

Hondo just sat there for the moment, not sure if she really just experienced all that. Everything in her new body felt all wonky! The size of the appliances around her were huge! Every inch of her body looked way too feminine. Even the sound of her breathing sounded girly! Each breath also caused her new breasts to jiggle, throwing her entire sense of being off.

‘Great Hondo, just great, how in Equestria did you manage to get yourself into this?’ She thought, too afraid to speak and hear her daughters voice again. Slowly standing up she tried to get her balance, wobbling at first, before she found herself perfectly posed as if she had simply slipped this body on like a glove. Great, another side effect of the potion no doubt. Zecora had said it was supposed to make you feel natural in the body you ended up with, taking into account of the body you wanted being vastly different then the one you started in. Well that was certainly a correct statement now!

Looking around she shivered at just how small she felt. She didn't remember it being like this when she was eighteen! How did Sweetie go out and do her CMC stuff when she was so tiny!?

Lifting up her new hands she turned them this way and that admiring them for how… perfect they seemed. Hondo didn’t have any romantic, or worse sexual, thoughts about his daughters of course, but he wasn’t blind or stupid either. Rarity was likely one of the most beautiful mares in this town or any other, and Sweetie wasn’t far off from joining those ranks.

Now that Hondo was in her body, that meant he or rather she was in the same boat as them when it came to looks. All she had to do was smile, and any boy would fall to her charms. That's it, it was time to drink the white potion. A shame she'd lose out on her youth, but better her old self then a copy of her daughter!

Hooking her new thumbs once more on the waistband of her panties, she pulled down and… nothing. They refused to budge.

Blinking, she tried again, and again the same result. They refused to slide down her perfectly slender legs even by an inch. Wow she really did have great legs didn’t she? She bet any boy would love to slide his hand up them to her-

She violently shook her head, banishing the thought. Shit, looks like she got some of Sweetie’s mindset in this transformation. Or did she? She knew as Hondo she didn’t like guys, so thinking of all the cute tasty colts in the town, with their nice big bulges-

Again she violently shook her head, her new mane and tail swishing this way and that. Okay, what was going on? The… frightful thoughts were one thing, but she had an explanation for that. Why weren’t these panties letting go of her?

Trying to remove them again, they seemed to finally react, though not in the way she hoped. Instead of budging, they sent a sudden buzz of movement through her crotch. A buzz that somehow moved straight down her new... mare area.

Another stronger buzz pulsed through the panties, causing yet another phantom 'stroke' as it were. What were these things!?

“O-Okay something weird is happening.” She whined, forgetting to speak in her head. The Sweetie Belle voice that escaped her sounded so hot and bothered. A tone she hadn’t needed to hear in her daughter's voice ever!

Still the fact the panties were doing this meant magic had to be involved! But Zecora certainly hadn’t mentioned the concoction doing anything like this! So why?

Thankfully both he and Sweetie were unicorns, so that meant he, well she still had access to it, though she supposed it’d be a copy of Sweetie’s this time.

Lighting up her new horn, she shivered at the sensation of it. W-why did that feel so different? So alien? It was the same kind of magic that any unicorn could use, yet... Yet this was not like the magic she was used to using. When he used his it gave him the sensation of drinking a warm cup of coco. A small yet pleasant feeling in his head.

This felt like she was taking a hot shower, the warmth exploding around her body all at once, and not helping the budding sensation she was feeling thanks to the buzzing of her panties.

“C-can’t believe it feels this different!” She breathed, trying to focus. Everything felt so different in this body! Like it's sensitivity was cranked up! How did his daughter not go crazy from all this? Was it really just because she grew up in it? Gritting her new teeth, even that felt off as she tried to focus. What magic was on these?

Though strained, she managed her scanning spell, the answer causing her to gasp. S-Sweetie had a pair of panties with that on them!? Why? Hondo knew she was growing up but...

Never mind, these had to come off NOW. If she was right, the spell could be broken from simply cutting the band. When she became Hondo again he’d simply have to remember to hide these in the trash and play dumb. Lest Sweetie find out what he did. He wanted none of this getting out!

Racing into the bathroom, she flicked on the light and began to search for a pair of scissors. She was sure they had a pair in one of these drawers. Unable to avoid it, her eyes eventually were drawn to her reflection during the search, causing her to pause.

Staring back at her was an image of Sweetie in a way Hondo had never seen before, had never been meant to see before. Shaking she reached out a hand to touch her reflection’s. She knew Sweetie was pretty, beautiful even, but only now was it hitting her just how much!

In the mirror was a late teenage girl that had grown wonderfully into her curves, much as Hondo hated to admit it. Her hips, her legs, every inch of her seemed sculpted to heighten her allure. Then came her chest. Or rather, Sweetie’s breasts she chastised herself. She may have the body of a late teen, but she was a mature adult in mind. Even though she felt all sorts of shame and guilt at seeing them laid bare like this, she couldn’t help but admire them...

They weren’t huge, but they didn't have to be. They were the perfect shape to be cupped, even fondled. Before she knew it, she was cupping them. Gently testing their weight and jiggle. H-How could she be doing this with her daughter’s body!? Even more, the sensation made her knees weak. A fact made worse by another pulse of the enchanted panties. That was it, time to grab those scissors and-

BOOM BOOM BOOM BOOM!

She froze. That was a pounding at the door. Oh this was the absolute worst time for someone to come! Maybe they’d go away?

BOOM BOOM BOOM BOOM BOOM!

Came several more knocks, a muffled voice asking if anyone was home, even worse she thought she heard Sweetie's name called. Shit that meant it was likely a friend of hers, and that meant they weren’t going to stop anytime soon. What’s more if they kept pounding away like that they’d wake the real Sweetie!

“J-Just a minute!” She called out, hoping to Celestia that the real owner of this voice was fast asleep, she rushed toward the door, only to stop a few feet forward. What was she thinking? Was she going to answer the door topless!? Clothes! She needed clothes!

Rushing into the laundry room, she looked around for something, anything she could throw on real quick. Damn it, she only had a minute at best before whoever it was began to knock again! What could she wear? Her clothing was much too big, even the t-shirt wouldn’t work. Wait hadn’t she grabbed some of Sweetie’s clothing earlier? That’s how these stupid panties ended up on her in the first place! Digging through the rest of the pile, she came upon the first thing she could find that looked like it’d do. A blue sweater top with long sleeves. Perfect.

With no time to waste, she made her way back toward the door, frantically trying to get the stupid thing over her head before it was too late. She had just managed to wrestle it on when the knocking continued.

BOOM BO-

“Y-Yes! I’m here!” She squeaked, throwing open the door, expecting to see Applebloom or Scootaloo before her. Instead there stood a rather tall dark brown teenage colt, his caramel mocha tinted mane swaying in the breeze. He was wearing a simple black t-shirt with white letters spelling out the phrase “Don’t Mine at Night” a videogame thing if she had to guess. For whatever reason, her gaze continued downward, showing he was wearing a pair of tan shorts. Shorts that did nothing to hide the slight bulge contained within them.

She felt herself lick her lips. Were colts really that big now a days!? Well okay he was eighteen as well, but still!

“Sweetie! You’re up! Does this mean you’re feeling better? I brought soup!” The colt said, shaking her from her thoughts. What the buck had she been thinking? Another buzz forced her to accept exactly what she had been thinking and it wasn’t good. She needed to get out of this body!

“Sweetie? You okay?” The colt asked. She blinked and remembered that was her for the moment. Shit, she hadn’t prepared for this!

“Huh? What?” She stammered, trying to process several things at once. She was in her daughter’s body, dressed only in a sweater top and panties, and standing here before a boy her age! What’s more the stupid panties were still buzzing from time to time, causing her to... She didn't want to think about it!

“I came by to see how you were doing.” The colt said, giving her a smile. It took a few seconds for her to process who this was. Button Mash wasn't it? He was a colt that Sweetie had hung out with a lot in her younger years. Crap, showing up before him like this was probably giving the guy ideas. Taking quick stock of Button’s face she confirmed he had indeed noticed what she was currently wearing, a small blush giving him away.

Well shit.

“O-Oh yes! How I’m doing! Yes me Sweetie Belle!” She quickly blurted out with a nervous laugh. Her reward was a very confused and concerned look from Button.

'Oh yeah that was natural.' She thought sarcastically as she tried to figure out how to manage this.

“I’m gonna guess the flu still has you feeling a bit out of it.” He said with a chuckle while holding up a large container of some sort of liquid. “So, my mom actually made this for you when I told her you were sick. I can put it in the fridge if you want? Or would you like it now?” Huh? Oh right soup.

“Oh uh, y-yeah the flu.” She said, quickly trying to fake a cough. She only hoped it sounded passable enough. “Y-Yeah it’s got me all mixed up s-sorry Button. The fridge will be fine, I’m not very hungry right now.”

“That’s fine, I’ll just put it away. May I?” He asked taking a step toward her. For whatever reason this caused her body to heat up, making her move back quickly without thinking. An act Button took to it being okay for him to come in.

“I’m glad to see you’re feeling better, but I’m fine with you getting more rest today.” He said as he walked into the kitchen to open their fridge.

“Oh uh yeah, I think that’s a good idea.” She said as she screamed inside her mind.

‘Why did I let him in!? Why did I have to use that stupid potion!? Why couldn’t I find something better to wear then this? A-And why won't these panties let up!?’

Button nodded. “I know it sucks that all our plans got canceled, but I much rather know you were getting better rather than pushing yourself.” That Button, he really was a good kid. Shit, if he was a good friend, that meant anything she did right now might make him think of pursuing Sweetie later. She needed to get him back outside so she could drink that damn antidote.

“Y-Yeah it sucks, but there’s always next time, I-I guess.” She said slowly, trying to sound as much like his daughter as possible. Crap this was difficult. It didn’t help just how self conscious she was beginning to feel from her outfit. Shit was she flashing him her panties?

Well there was a thought she never thought she’d have. Gripping the front edge of her sweater, she tried to pull it down enough to cover her bottom as the top dripped down one of her arms, exposing a good bit of shoulder. Shit this was only making her look sexy wasn’t it? Biting her lip, she looked up at the almost flustered looking colt who seemed to just remember he was holding the door to the fridge open as he pushed it closed. Yep, this was a disaster from all sides.

“A-Anyway, t-thanks for the soup EEP!” She yelped as the panties suddenly sent a stronger jolt. Bad! Very bad!

“Sweetie? You need to lay down?” Button asked, stepping toward her in concern.

“O-Oh no I’m fiiiineee” She squeaked, the panties not letting up. Damn it why were they getting so active now? Button was going to think Sweetie was coming on to him! She couldn’t do that to her daughter! True out of all the boys that might try for her affections, Button was likely the most trustworthy, but that was for Sweetie to decide, not her!

“Okay you don’t sound fine. I think you need more rest Let's get you back to bed.” Button said with a sigh as he glanced around the room. “Anyone else here, or is it just you?”

Her mind immediately thought of the sleeping Sweetie in the other room. “Yep! Just me! No one else!”

“Really? I thought your dad was supposed to be here. Did he seriously leave you alone? That doesn’t sound like him.” Damn it, why hadn’t she said her ‘dad’ was sleeping in his room or something? Now what was she supposed to do? She’d just raise his suspicions if she backpedaled now!

“W-well he was of course, but as you can see I’m feeling a lot better, and well Cook- M-Mom needed someone to deliver, that is she forgot something here, so uh yeah he went to take it to her after I chased him out. He totally didn’t want to leave me alone!” Nailed it!

“Oh wow, I guess you are feeling a bit better then, b-but uh I still don’t want to push you, so I’m fine if we just stay in for the night…” He moved beside her. “I do appreciate you trying to dress up for me though.” Without warning, his arm went around her shoulders, pulling her against him.

“Thanks for reminding me of how sexy my girlfriend is, even when she's sick, but really you don’t need to force anything tonight. I just want you well.”

Hondo's mind hit the breaks. G-Girlfriend!? Her? She's his girlfriend? No Sweetie was his girlfriend. Wait or was that a way to ask to be? Had they been dating already? Well given her age... How had she not noticed this!?

“I-I, t-that is, B-Button…” She could barely speak, her voice coming out as strained yet soft. Shit, even she could tell how sexy that sounded!

“Come on, let me get you back to bed.” He said rubbing her shoulder and leading her toward the hallway. Right toward the door that would lead to a very sick and sleeping Sweetie Belle!

“W-Wait! I’m not sleepy!” She cried, trying to back herself up. Unfortunately with Button’s arm still around her shoulder, all she managed to do was to knock them both over, their rumps miraculously coming into contact with the nearby couch.

“Owie…” She whined, wincing at the girly choice of words as she shifted her body, trying to get a proper seat, while trying to get her sweater un-tucked from under her legs, not realizing the show she was giving Button.

‘S-Sweetie those panties. Did you wear those just for me?”

She froze. Shit.

“I-I uh…” She stammered, letting the sweater fall back down. “Y-You see I-" She lurched forward, trying to plead for his understanding. "N-Now don’t think-” She yelped, moving to grab him by the shirt. However only her left hand caught his shirt. The right hand slipped and ended up grabbing something lower. Much lower that was quickly growing long and hard from her touch.

“O-Oh wow, you’re uh, you’re all worked up aren’t you?” He said looking down at her crotch. What? Why was he? It was then she realized something she had been trying so hard to ignore from the buzzing panties. She felt… moist down there. Without thinking of what she was doing, she reached down with her left hand to rub what was very much some soaked panties. Arousal. The panties had been arousing her this entire time. She was wet.

SHIT!

“Sweetie I… are you sure about this? You weren't feeling well...” She heard someone say, but their voice was distant. Her mind reeling from the several bizarre and alien sensations buzzing around in her skull.

First was just how… wonderful it felt to touch herself there. The second was the absolute absurdity of this entire situation, and the last… the last thing was the hard thick rod she was still holding in her hand, her fingers tracing just how massive it felt. She couldn't help but stare at the very impressive bulge. Earth ponies really were blessed!

“S-So big…” She whispered a bit too loudly as Button most certainly heard her if the sudden twitch from his dick meant anything.

“Dear Celestia you have no idea how beautiful you are. I love you.” Button wrapped his arms around her, leaning forward. Closing his eyes, she felt his muzzle and lips press firmly against her own.

A kiss! Button was kissing her!

It was… warm...

“MMMF! M-Mmmmmmmm,” She heard herself murmur as her body pressed into his, her new breasts pushing against his chest and thus the fabric of the sweater, causing her nipples to slowly harden.

“Was this your plan? A private night together? I suppose I can spare an hour or two…” He joked, pulling her onto his lap. Her mind was still reeling from the kiss for her to respond. H-How was it that felt so wonderful? She wasn’t a young mare! S-She was a stallion! S-She shouldn’t-

“OH!” She cried out, her voice trailing off into a moan as a firm hand reached up to grasp one of her breasts. Button wasted no time in rubbing little circles, causing wave after wave of new sensations to fire throughout her body. Too fast! This was all too fast! She had to stop this!

“B-Button…” She heard someone moan. It took a few moments to realizes it had come from her! The feelings from both her chest and pussy being stimulated barely let her speak, her voice coming out quiet and ever so needy sounding. Pussy… she hadn’t wanted to think about it, but that’s exactly what she had right now. A pussy that desperately wanted something. Every buzz of the panties making that desire all the stronger. She was losing strength…

“Yes honey?” Button whispered in her ear before making a trail of kisses down her neck, eliciting more coos of pleasure as he went. “Enjoying yourself? I know it’s not what we envisioned for the night, but I’m loving it all the same. I’m loving having you all the same.”

As he spoke, she felt him shift her weight so she was facing him. Vaguely her mind realized that at some point he must have removed her sweater, as her... boobs were exposed for all the world to see. Boobs that for the moment were for Button and Button alone to gaze upon. Knowledge that both embarrassed and excited her.

“Have I said I love you yet?” He said, taking off his own shirt. She could feel her heart hammering as she realized just what was happening, where this would lead. She tried to push herself off, but the moment her hands came in contact with his chest, she found herself rubbing her hands up and down it. His fur was so thick and pleasant to touch. Was this how Cookie felt when she rubbed his fur?

“Like the feel?” He asked with a playful smile. “Can’t say I don’t mind, but it’s got nothing on how wonderful your chest is.” His smile grew wider, lowering his head to her chest. She had just enough time to process what was happening when she felt his tongue lick one of her nipples, causing her to squeak out in a type of shock/moan.

“Oh wow, that was hot. I love hearing your voice like that.” Button said before going back to playing. Her entire body shook from the feeling, another long, louder moan escaping her lips.

Desperately she tried to wrestle her jumbled thoughts. The buzz from the panties and his mouth on her boobie was causing her brain cells to misfire. It was getting harder to focus on anything but the sheer overload of all this.

Deep down she knew this shouldn’t be happening. She knew she had to try and stop it. Try.

“B-Button…” She moaned again trying and failing to ignore his efforts to please her. “I-I need… I NEED.” She cried through gritted teeth, once again trying to push herself away. Instead her hand had once more came in contact with Button’s dick. A dick that was practically throbbing in his shorts with a need of its own. This was bad enough, but then for whatever reason she found herself stroking it! What was wrong with her!? What was happening to her body!? Her mind?

“R-really? You mean it?” Button asked, dick practically trying to split the fabric that contained it. “I-I know we talked about it, but… are you sure?” Despite his words, he was already undoing the buttons on his shorts, pulling them and his underwear down to expose the large black phallus for her to see in all its glory.

Her breath caught. She had been a grown stallion and was never that big! She could scarcely believe it! Sweetie was so lucky! Gulping she stared at it as her slit began to scream at her to take it. The buzzing of the panties now a steady vibration then the occasional pulse. Her nipples were rock solid, her body on fire. S-She wanted it. Celestia help her she NEEDED it!

“Button…” She breathed, lifting herself up. Her body was moving on it’s own! Unable to stop, she found her crotch rubbing against it’s tip, forcing another moan. The only thing preventing her from impaling herself was the fact that she still couldn’t pull down the panties that had gotten her into this mess in the first place. Stupid enchantment! If only... Wait no, wasn't that good? She shouldn't do this right? Maybe this meant...

“I-I’ll take that as a yes!” Button cried, reaching up and ripping her panties down without effort. The shock of this was just long enough for her to gain a pinch of control over herself. He took them off!? Then that meant…

She knew this spell, it was one they had put on Cookie one night. A spell that would get the mare all ‘worked up’ it's pulses becoming stronger and stronger till the one pony the spell caster had granted permission to remove the enchanted clothing did so. Permission that usually wasn’t the wearer themselves.

Sweetie had cast the spell with Button in mind! They were dating, and if she did this that meant… that meant tonight she…

“Ready?” Button asked, lining himself up to her rather soaked pussy lips, causing another shudder to rock her body. Sweetie had wanted this to happen! She wanted to have sex with him!

“That’s it!” She cried before she could stop herself. Too late did she realize how that would sound to the equally horny boy who’s lap she was perched on. Too late did she realize just how serious the relationship between this boy and his daughter was, and too late was she to stop any of this. Her former body be damned, she wanted to continue. She wanted more of this body's sensations!

No longer resisting, she felt Button slowly lower her downward, his dick pushing passed her marehood to slide down her most forbidden tunnel. Without warning she felt him push past her hymen, a sharp stab of pain making her to cry out.

“Shh, shhh it’s okay. We knew this would hurt…” Button cooed to her, rubbing her back. He pressed his muzzle back against hers in another kiss as he gently lowered her the rest of the way, waiting for her pain to pass. Their tongues dancing in the meantime.

Pass it soon did as she felt the same bundle of bliss begin to form within her. She was barely surprised it was her who began to bounce, no prodding from Button. She could hardly fathom how something so big was filling her. Filling something she was never meant to have, yet she praised this time with it!

“A-Ah! B-Button! M-More! Take me!” She cried, not truly believing she willingly spoke such words. Button said nothing and simply granted her request, his hands reaching up to play once more with her lovely boobies! She giggled at that. Boobies. It was so great to have boobies! It was so great to be a pretty mare! It was so great to have sex!

As she continued to bounce upon him, she could feel both of their paces slowly increase. Her hips rocking in a way that tried to match his rhythm. Desperate to squeeze out every last bit of pleasure she could. Deep down she knew they were awkward. Their pace was uneven and bumpy, their method unpolished and rough. It in a sense was both their first time, but she didn't care. She wanted more! She wanted to feel Button inside her again and again! Till they made it an art!

It should feel wrong, she still knew that. But being taken like this felt good. Feeling something fill her like the needy little filly she was felt wonderful. Feeling every bump and vein of his juicy throbbing dick rubbing against her inner walls like this! Hearing her voice moan out his name! She wanted it all!

Too soon she could feel him nearing his limit, and thanks to the foreplay of the panties so was she.

'Just a little more.' She thought, her moans raising in pitch and volume. 'I just need you to last a little longer!'

Blessingly Button had enough sense as a lover to catch on as he grabbed her hips, doing his best to hold her steady as he rammed into her again and again, focused on trying to please her more then himself.

The effort worked, the ocean of her climax zipping toward her like a bullet. Slamming into it mere moments later, her body went numb from the impact. Was she screaming? Or maybe moaning? She didn't know. The world was a splash of colors and sounds, drowning her.

Button wasn't far behind as he began to convulse before firing a large hot load of spunk directly inside her. The feeling was indescribable. Hondo had cum in mares, namely one mare several times, but to be a mare and have a stallion cum inside you? It was something else entirely, and she loved it.

“Y-Yes! Button fill me!” She cried, basking in the warmth of each spurt that forced itself inside her. Her mind had officially lost to the pure bliss of this. She wasn’t a stallion. She wasn’t a grown up.

She was a late teen, A beautiful mare, and last of all she was being given such a wonderful gift from her adorable dorky boyfriend!

“W-Wow…” Button said, panting from his efforts. Hondo felt strangely prideful of that. Even for her first time, she had been a good fuck. Hopefully next time it was even better!

“Geez, why is it so loud out here?” Sweetie’s rather annoyed voice called from the hall. Hondo felt her blood run cold. There, emerging from the hall was a partially recovered Sweetie Belle, who froze in groggy confusion at the sight of her boyfriend with what appeared to be her exact double on his dick!

“W-What Sweetie?” Button cried staring at his girlfriend who was several feet away. “B-but how? Who?”

“W-Who are you?!” Sweetie stammered out, staring at her apparent clone. Hondo immediately felt the world crash around her as her mind fired back into action on all cylinders. Driving home just how bucked up all of this was.

“I-I’m uh… Well this is going to sound very strange…”

This could NOT get any worse!

“Hondo? Sweetie? I’m home!” Came the voice of Cookie Crumbles as she threw open the door, only to stop and gap at the sight before her. Hondo could barely turn his gaze to her wife while still impaled on her daughter's boyfriend, in a copy of said daughter's body.

SHIT!

Author's Note

So some of you may be wondering where this story went for a while. Fun Fact, Anthros under the age of 18 by site rules may not engage in sexual activity. I did not know this. I very much know this now. Officially all characters in this story are of the age of 18 or above, as of this current edit.

I can't believe I managed to finish this in time for the contest. Now fingers crossed I didn't mess up somewhere that gets it rejected. >_<

It was hard to keep this at 10,000 words. I'm just not good at writing small stories it seems. (Glad Author's note words don't seem to count against the word count)

So that was fun. I do plan to add at least an epilogue to this later, but it'll be after the judging of the contest is over. For anyone wondering, the Sweetie clone does have her own name. One I'll hint that Button calls her in the fic. Just add 'Belle' to the end of the word and you have her new name.

Few things I wanted to mention:
This was my first attempt at anthro, and I'm sure it's not the best. I also find it ironic that I found a comment on one of my old stories expressing how I wasn't into anthro and didn't feel like writing it.

Guess I've changed in the coming years.

Despite this being anthro you can consider it canon to my my Cake Mix universe. Taking place the same day both Mr. Cake and Big Mac find themselves joining the fairer sex.

I'll be honest, if no one stops me, there just might be a few more transformations happening on that day. I have a rather big idea for the family of Diamond Tiara...

Last of all, I wanted to mention why I gave Scootaloo the body type I did, when I know most fans draw/write her as being similar to Rainbow Dash.

So, the reason is silly, but I like it.

Scootaloo can't fly.

Fluttershy isn't a good flyer either. Fluttershy has a very voluptuous body in the head canon of most fans.

Therefore I decided that since Scoots can't fly, she gets blessed with a voluptuous body of her own.

That's really it. I probably didn't even need to include that in the story, but I wanted to.

So that's all for now. In time I'll have a short bit between all the ponies present at the end and what they'll do going forward.

Oh and uh, I guess one last thing. You don't have to say anything, but what do you the readers want?

Did "Hondo" just get knocked up? Or did she just manage to avoid that? I'll leave it to you for now.