Author's Note

Thank you everyone for the kind reception of the story.
General warnings, this chapter contains in-depth kissing, cuddling, genital prodding and groping between human and pony.

Step 2: Trial and Error.

Step 2: Trial and Error

Standing in the middle of the castle library and casting his uneasy gaze about the place, Derpy waited for Twilight to finish her last bits of research. He had been instructed to “hold still and not touch a thing” by the twitchy Princess the moment they entered. The stallion had heard that line many times before when his friends and family feared his titanic rump would wreck anything delicate he came across. When surrounded by massive walls of sharp crystal and towering shelves of books full with unknowable and arcane knowledge however, Derpy couldn’t help but sway on his hooves and meekly try to keep himself tucked in.

Things were already buzzing with energetic magic conjuring around him in preparation for their work. Churning fields of purple sparkles danced about him in noisy whooshes and swishes of windy ferocity that spooked the simple pony. He truly trusted Twilight, but the further along this process went the less sure he became.

“Uh, Princess?” He finally spoke up and interrupted her intense reading of several open tomes.

“Am I supposed to do something? Should I-”

“No, no, Derpy. Everything’s just fine.” Twilight spoke stiffly and turned through several pages with her magic. Scrawled text and ancient incantations poured into her mind like the funnel for knowledge it truly was. Scanning eyes and acute senses took in every single bit of information and combed through it at unreasonable speeds. Turning a stallion to a mare was a delicate operation if it were to be done convincingly. Slapping a rounded snout and a vagina where a penis once brazenly flopped would never pass for this instance, nor would turning Derpy inside out into a goopy pile of guts and slime. Modifying the body was very much like taxidermy, in that an expert’s touch could be near indistinguishable from the real thing. But a novice would create a putrid beast that leapt out from the uncanny valley with frothing puss and exposed bone. Twilight’s intricate and advanced mind calculated proportions, examined facial structures and estimated the proper positioning of every feature in scribbles of dusty chalk.

“Lift the nose, round the cheeks, strengthen the hips… Derpy? Turn around.” She huffed, looking up from her books for but a fraction of a second. Her nervous subject did as he was told, exposing his shapley and squishy bum to her. His clothes had been tossed aside to make sure they didn’t get in the way or fuse with his body in some horrific melding of flesh and cotton. Thus, his grey expanses of almost spherical buttocks, his winking and ebony pucker and heavy testes were on full display.

“Like this? Is this what you need?” He asked with a weak smile that belied his terror. Building energy surrounded him on all sides as the elements of the spell were brought together and mixed into an ethereal machine. Sparkles and chirps of glimmering diamond danced in his vision like rain falling in reverse.

“Hm… I was thinking you’d need wider hips. But it looks like I can leave that out.” She scribbled a few more calculations and figures onto a scroll, leaving Derpy to blush in his lonesome. Finally, after several more seconds of grinding through the intense mathematics, Twilight was ready. She drew a sharp breath and focused every aspect of her being into perfecting the shape and feel of Derpy’s body. Soon, it would be a simple matter of timing each pulse of magic to strike the stallion in exact rhythms.

“Alright! Hold still! This won’t take long!” A low roar became a deafening groan from deep within the Earth. Derpy rose off his hooves and wiggled like a frog pulled from a river. His heart skipped beats and his goofy eyes rolled about in a frightened and twitchy manner.

“Wha- ha, nng! Princess?!” He whimpered and brought his gaze upwards to the foreboding sphere hovering inches below the ceiling. Colors and flashes of divine light thundered inside of its belly with growls and screeches of energy. Turning tides crashed and beat into one another violently and explosively from all angles again and again. Its rotund mass pointed directly at him with an intimidating and smokey-smelling aura that spread out in super-heated waves. It was so intense that portions of the atmosphere caught fire around it and fell to the floor in clots of molten slag tinted a bright assortment of dirty colors.

“Oh…” Derpy squeaked to himself and covered his eyes. Racing thoughts soared back to you. Images of your kindness, your touch and your affection were what strengthened his resolve. If there was any other way, he would’ve dropped to the floor now and went squealing into town in absolute panic. If he didn’t have to become a mare to earn your hand, he would never have submitted to this magical monster hovering so evilly.

However, it was worth every ounce of fear. In his heart of hearts, Derpy could not help but do whatever it took to be with you. In his dreamy flickers of the future before him, you and him were finally together. You, and your mare. Forever bonded by whatever means were available. You stroked his fluffy mane and held him close to embrace him in your warm touch. Fireworks burst in his belly when your hot breaths tickled across his girly and lithe neck and settled on his sensitive skin. The world stopped turning in awe at the depths of your mutual devotion to one another. Man and mare, as he thought it ought to be.

Twilight stopped those dreams by bringing the ball forward and submerging Derpy in its effects. Colliding tides now had their chance to manipulate and reform his body into the most perfect and pristine mare she could create. Through her deep sense of magical flows and changing reality the Princess tracked her progress. Derpy morphed quickly and turned with stunning ease, she found. A soul strong as his normally put up a tremendous fight when their body was being altered and required enormous flows of magical energy. It only meant that she needed to use the lesser margin of error in her calculations and pull off quicker than initially thought. Just a grazing of magic would seal the soft features surely as lacquer over stained wood.

“Almost… almost!” The final touches came in lightning crackles belching from the sphere. Its tenuous presence in reality was slowly shredding into pieces and ripping it back out of existence, all Twilight had to do was give a nudge and the entire process would grind to a halt. Her expert knowledge allowed her to release everything at the exact moment of total conversion and throw Derpy into a slow and gentle glide back to the floor. His transformation sphere obliterated itself into a hazy cloud of disparate particles that fluttered about in burning confetti ribbons. Sparks and glowing heat tumbled to the ground and disappeared into tiny puffs of submission to the natural flow of magic until the mess made by the process was wiped clean from reality. Blinking and wiping her light-strained eyes, Twilight rushed toward the stumbling and mumbling pony left where her subject once stood.

“Derpy? Derpy, can you hear me?” She approached quickly and wafted the thick fumes away with both wings. Dusty clouds became banished memories as the light revealed the Princess’ doubtlessly immaculate and excellent work.

“I… I feel weird. My tummy hurts.” A voice that wasn’t Derpy’s answered as the mist cleared away. Twilight’s searching eyes took in all the features that had changed. Her hooves felt softer fur, they felt more ample stores of mature fat and most importantly her ears took in the sound of a mare’s soft and sweet voice. Twilight grinned ear to ear in devious satisfaction… at least until she got an unclouded few of Derpy’s coat.

“Guh- Son of a-!” She huffed in frustration to see that Derpy didn’t make it through the process without changing in an incorrect manner. He now resembled a perfectly healthy and pretty mare, albeit with his colors flipped. Derpy herself inspected the bright yellow of her legs and snout whilst locks of grey hung over just within her view. Skin tingled and things seemed perfectly backwards when she laid eyes on her new “self,” for it was entirely unfamiliar to the form she once inhabited.

Her limbs were lighter than before and much less bulky. Breaths were gentler and had less space inside her now tight and smaller chest cavity. Her belly still hung downwards somewhat in a show of pudgy softness, but now it was worsened by another layer of distinctly female cushioning to show fertility and maturity. Worst of all, Derpy’s backside felt even stranger than it had before. Her rump was boiling hot and giving off an intense aura of the most unusual sort. Teats ground and tickled against belly and thigh alike with engorged and wild sensitivity that begged for more room. His once rather sizable and appealing penis was now a puffy and oozing slit hanging off his backside with a sticky sheen of needy musk painted across its soft lips. She shifted somewhat from hoof to hoof to try and settle the sloshing currents within her, but Twilight continuously interrupted the process with pokes and prods and measurements.

“Ung… am I a mare yet? Am I pretty now?” Derpy whimpered, examining herself from front to back with weary eyes. Her new, yellow coat was quite similar to Fluttershy’s, albeit with splotches of grey hidden in the fluff. Her hooves remained grey as her new mane, which reflected light in white patterns from the naturally soft composition of mare fur. Her tail hiked upwards and flicked from side to side somewhat to get a better look at the ashy color there, which inadvertently allowed Twilight to examine Derpy’s new assets with a prying glare.

“Hm… you didn’t move while I was casting the spell, right?” Derpy’s snout scrunched in embarrassment when Twilight came back around to face her. The mare scraped at the floor below and averted her gaze.

“I might have… covered my eyes?” She admitted just as the Princess shined a bright light into both her peepers. Intense beams of bright rays were shone into each pool of yellow to grey gradients to inspect proper function of irises and pupils. Shockingly, while the transformation wasn’t entirely clean, Derpy had full use of both eyes in a perfectly symmetrical and healthy manner.

“Your eyes respond to light. Your muscular tension is normal. Fur patterns are fine… why did you move? I told you to hold still!” Derpy blinked and rubbed at her strained eyes. Twilight’s voice was chiding and cut deep into her like a teacher’s judgmental hiss.

“I’m sorry Princess, honest! I didn’t mean to! It was just really, really scary! I was afraid that big magic thing was gonna make me explode or something! Then I’d NEVER get to be with Anon!” Her blubbering was stopped when Twilight gripped her jaws in her magical aura and pried them open for a quick inspection. Light once again shone invasively into Derpy’s maw to examine what could be seen of her internals. Despite finding her new shape satisfactory, the Princess could not help but huff in frustration that her exact instructions were not followed.

“You could’ve been trans-morphigated into any 3-dimensional shape when you moved. Only Celestia knows what those high energy toroidal mana fields would do to an unprepared stallion. You’re lucky, Derpy. Very, very lucky to have come out with only minimal changes.” Derpy shamefully tucked her ears against her head and tried to pull back from the intense alicorn chastising her. Twilight was kind and sweet when she needed to be, but her experiments were NOT something to tamper with. Her methods were concise and tightly run in every single minute calculation. So much so, that even the slightest hiccup frustrated her to no end. She wanted to go on and on about the dangers of magical transference equations and conversion metrics, but at a certain point it was a lost cause. Canterlot wizards might understand a fraction of what she was talking about while Derpy would just sit there and feel terrible about messing up the experiment. So, using one of the new skills the Princesses had imbued in the young diplomat, Twilight sighed and let it go.

“Tell me how you feel. Are you alright? Does anything hurt?” She asked with eyes scanning over the new mare and a clipboard hovering into view. Derpy moved herself somewhat to shake the magical dust off her haunches and get a feel for her range of motion. Wings flared up and her legs stretched into perfectly healthy and strong bends. All seemed well, say for the fire screaming like rocket exhaust inside of her new canal.

“Nothing hurts. But I feel… weird.”

“Weird how? Be specific.” Twilight quipped with a snappy display of her closest approximation of “compassion.” She genuinely cared about the well-being of her subject. But results like this couldn’t be half-assed and poorly explained.

“I dunno. My rump is all itchy and hot now. I’m so sleepy I just wanna go home and flop in bed.” Twilight hummed in thought and scrawled each observation down.

“Are you experiencing any increases in body temperature? Difficulty breathing?” Derpy spun about to look at her own flanks. Her cutie mark had become gray spheres shining in their old pattern, but now in a shape that more resemble pearls than bubbles.

“It feels hot. But I think I’m alright! Can I have a mirror?” Twilight catalogued the replies dutifully and made sure to give Derpy what she asked for. Her reflection startled her initially, for the mare standing in the full body mirror floating within her view was one she had never laid eyes on before.

The Derpy before was a handsome stallion fraught with issues. His eyes were askew, he was clumsy and his indulgence in sweets made him embarrassingly round about the belly. Drab grey was the very best he could do before, but this pony before was bright and colorful. She stood out from the background and let subdued compliments further accentuate the beauty of her body. Gold colors made the mind excited to look upon her just as she stared back with two perfectly aligned eyes. It was probably the proper eyesight that made Derpy feel so loopy and dazed from a stable field of view coming into strange focus. Her simple mind was unsure what to do with such clear and crisp images. She was entirely taken off balance by the straightforward sight she was given, Twilight making sure to note it all down.

“My eyes! They look- I’m all fixed up!” Derpy gasped with a beaming grin crossing her rounded snout. She touched at her cheeks and pulled away the lids hiding her new and brilliant eyes. Her heart skipped beats and lit dangerous flames inside her belly. She looked so much better, she looked brilliantly sweet and soft and girly. Her new body was extremely difficult to adjust to and created immense difficulty in movement, but there was no denying that Derpy was now a gorgeous and mature mare. Her thoughts were immediately flying right to that burly and handsome human waiting for her. That prize held high above all this effort and strain for her to finally take the final leap toward.

You would accept her like this. You would have to! There was no way that any stallion with his head screwed on right could tell such a prim and soft mare no. This was the only aspect of her new body that felt normal, that felt right. While everything else stirred in violent hurricanes that Twilight stared at and poked with her pen, Derpy’s image of you was crisp and clear as summer skies. You would fall head over heels for her just like she had done for you as a stallion. But now, it would be “right.” It would be “natural.” Everything that befuddled the stallion, would make perfect sense to the mare.

“Ugh, this isn’t right. This is completely wrong. So many variables are completely different now!” Twilight huffed and fussed all about the place as Derpy sat in peaceful contemplation of her change. She was pretty, she was cute, she was perfect stallion-catching material. All the changes made were perfections of a losing formula that held her male-self back for so long. She was streamlined and perfected. Her hoof touched her soft and plush cheek just to see if it was all true and corporeal.

“Don’t worry, Derpy. The spell should wear off soon if we don’t stabilize it. Give it… 7 or 8 hours and we can try again.” The amber mare twitched and snapped her gaze to Twilight. She was already working out calculations and scribbling down formulas on her chalkboard to try and correct for any wiggles Derpy might make in their next attempt. Panic overtook the pony when she realized this shot at being near-perfect would be ruined, thus sending her simple mind into somewhat of a tizzy.

“Bu- but Princess?” She whimpered as her wings shuttered nervously. Twilight was far too deep in her mathematics to hear the meek call, which gave Derpy time to think of a way around this predicament.

“What makes it… not go away? You know? Like what’s the thing that makes it forever?” She asked whilst still trying to adjust to her own voice. She couldn’t believe her throat could make such sounds that weren’t so dopey and stupid sounding. Twilight huffed and paused for the briefest moment to think it over.

“My best guess is some archaic form of compassion or love or whatever. This spell is much older than what I usually deal with.” Derpy’s ears stood on end as she watched the busy Princess work.

“Like a kiss?” She asked hopefully with her eyes training toward the door.

“No, no! It’s old fairy-tale magic! It needs to be really dramatic. Something like ‘I love you,’ or ‘let’s get married,’ or whatever ponies say when they commit.” Derpy squealed to herself. Blood ran hot in her veins at the prospect of such an easy task. How could Anon NOT love her when she was a pretty mare that was desperate to have him? She could easily get him to confess his affection and keep her this way. Keep THEM this way. The puzzle fell together in her mind with no checks of balances for possible kinks. Truly, her strategy was formed more from fantasies than logic. Twilight must’ve noticed the dreamy and hopeful expression on Derpy’s snout, for she quickly interjected with a cautious glower.

“Derpy?”

“Hm?”

“Derpy. Don’t go to Anon.” Twilight said simply as if her command was the end-all and be-all. The yellow mare recoiled from the idea and communicated her confusion through a most offended expression.

“Don’t do it.” Twilight emphasized with eyebrows raised and a harsh tone.

“Wha- how come, Princess? I’m a mare now!” She said with beaming confidence and a matching smile.

“I’ve written enough friendship reports to know that lying, plus friendship, always equates to bad things.” Pinkish magic quickly spun her chalk board over to the bare side where green perfectly contrasted with white. Quick and poorly done drawings of mare Derpy, Derpy’s old self and Anon were put into a simple mathematical model to predict the outcome.

“Look, okay? Female you, doesn’t look like male you. Therefore they don’t equal the same thing.” Twilight explained to a dumbfounded Derpy who was only briefly listening before phasing out and staring at the Anon drawing. Even in stick-figure form, you were so handsome.

“Therefore, if you plug it into the equation…” Jumping chalk drew you, plus female derpy and an equal sign leading to a devastated and crying derpy. An underline helped to drive home the undeniable truth of Twilight’s thought process.

“You, plus Anon, multiplied by purposeful deceit, equals tears, possible ice cream binges and a broken heart. If the spell had functioned properly and you still looked like your old self? It might work. But as of now, I doubt he’d be able to recognize you. Therefore lying. Therefore, BAD.” Derpy’s eyes stayed focused in a manner that would normally indicate that she understood the long diatribe just thrown at her. But in reality, she resented such an intense doubting of her abilities. She puffed her chest out in a very stallion-esc show of dominance and refused to be put down by such an absurd issue.

“He doesn’t have to know it’s me! He can- he- I’m a mare now! That’s all that matters!” She turned on a stiff hoof and made for the door, her tail raised in a posture of defiance.

“Derpy! Don’t you do it! The math isn’t in your favor!” The wheat-colored mare stopped just before throwing herself out of the castle. Her face contorted with such intense and dire focus. Her resolve was clear just in the scrunch of her snout.

“I don’t need math and I don’t need to be me!” She barked with a false triumph. Her words were sharp and well-formed by lips that weren’t even her own.

“That old Derpy isn’t good enough for Anon! He needs a real mare, so that’s what I’ll give him!”

“Derpy! The math! DERPY!” Twilight rushed to the door and failed to catch the very end of the mare’s tail. By the time she was prepped and ready to chase after her, the fool had already taken to running away in denial of the truth. Her hooves smashed the Earth with purpose and drive yet seen in the stallion she once was. Twilight huffed and imagined just how unreasonable Derpy would be from here on out. There was in all likelihood nothing that she could say to the silly mare to convince her to be patient. No level of logic or statistics or graphs would be sufficient to convince one now running on pure and virulent emotion.

So, Twilight did what she did best. Her door closed and her board was erased in a flash of pink magic. Papers and pens reassembled into neat piles several feet above her work tables before descending down like orderly rain. The Princess cleared her thoughts and visualized the process in her mind of cogs and gears. In all likelihood, Derpy would be discovered and devastated. You- being more brick wall than stallion would surely draw out the process of stabilizing the spell and break it under the weight of unrelenting idiocy. The guarantee of that failure meant only one thing, Twilight was on clean-up duty.

If she were going to solve a friendship problem like this, it would be best if she had a model for it. Several shards of chalk were guided at once under her magical influence to work out the variables and the solutions to each potential problem. The fallout would be catastrophic in nearly every case that Twilight predicted, so she did her math with a careful eye hyper-focused on a delicate balance of recovery and eventual acceptance.

She had hoped to take this in the same direction a bridge builder might. The goal was to do such a convincing job the first time around that there would be no need to question the results. A solid preparation would pay off in a flawless and air-tight execution. But fate and Derpy’s rash attachment conspired to alter her otherwise precise operation. Just to be sure, the Princess constructed several adjacent solutions to bring about optimum friendship equilibrium.

Derpy herself, ran a precise operation to prepare herself for you. Strutting about with confused stares and questioning eyes from bewildered friends, the mare rattled her mind on how to perfect her now beautifully feminine body. She tried to imagine what her old stallion self might’ve liked to see in a mare, but that was no use when the only thing he ever truly desired was a human. Instead, he took cues from other mares he had seen. Dresses and hairstyles and fragrances and fur treatments juggled in her mind as she went from place to place as a stranger in her own home. Whilst it was odd to see old faces contort in confusion upon meeting a total stranger so friendly to them, the general kindness of Ponyville cushioned most of the awkward interactions.

Derpy counted on no one knowing it was her, as everything was part of her quickly formulating plan. Now that she was a new mare, she could make a fresh impact with Anon. He wouldn’t think of her as a stallion imitating the real charm of female anatomy, but a true and naturally bred woman worthy of his attention. She was excited by the prospect of frilly mare clothes and jewelry and hair products when they jumped at her from the shops and market stalls. Ponies she had known for decades showed her unparalleled kindness in meeting her “for the first time” and showing off all their girly products. Each one smelled so sweet and deliciously candy-like that Derpy wondered why stallions didn’t use them.

Love potions and bright colors and expertly tailored clothing would secure a quick and sincere “I love you” from the stodgiest of stallions. Derpy had confidence that enough femininity would overwhelm your otherwise reserved and quiet personality. For the first time, she felt a sensation she would call “pretty,” in her heart. She tried on dresses and booties and hats that turned her already handsome mare form into a ravishing diva. The laces and the blooms and the trims hugged her body in unfamiliar ways that forced blushes to burst across his cheeks each time she saw herself in the mirror. Odd tendrils of warmth tickled through her when she felt the touch of panties and their snug fit about her plump mound. While it worsened the screeching jets of white-hot fire inside her, other infernos of conflict were put out. She was finding herself comforted by soft silks and intricate laces as one would be by a lovely mattress. Though her body fought her at every turn, it felt undeniably wonderful to be wrapped up in the gowns of a Canterlot duchess.

As it was, Derpy’s mare parts were hyper-sensitive to touch and feel in the air. Derpy began to miss her fleshy and warm sheathe when stiff autumn breezes ran between her legs and zapped her bare skin. Teats were heavier and less wieldy than testes, but also came with the benefit of bulging far less. Her lips jutt quite far from her body in a needy and puffy form that simply begged for male attention. Some stallions caught themselves tracing the banana-colored new mare jiggle her rotund and shapely flank about in the market. Derpy didn’t spend much time ogling her new set of parts, as she assumed Anon would give her the only opinion she needed.

You hovered in her thoughts the entire time she worked. Every choice made was for your benefit in some way or another. She took into consideration your favorite color, your preferred scents and the outfits you already wore. She needed something to compliment your own wardrobe and personality. She needed enough to hide her identity with absolute certainty. And she needed something sexy. Her clothes reflected this agenda perfectly by the end of the several-hour shopping spree.

200 bits were well spent on a plaid shirt, a blue headband, professional hoof polishing, a fur trimming and a set of fake glasses. Her shirt was a wonderful shade of blue and teal switching over and over again in an intricate weave of stripes and squares that showed just how boyish and fun she could be. Her headband held back ample waves of gray mane and restored the tight and youthful expression in her face. Clean hooves and soft fur were perfect for touching and admiring with intimate and romantic interest she could surely use as a highway to your heart. Her glasses were just a fun portion of her own new style. Thick frames that lacked any sort of lenses accentuated the shape of her face and drew attention to her shining gaze. Plump and pillowy lips, mushy cheeks, bright and soulful eyes that were perfectly aligned painted a portrait that radiated nothing but confidence.

She gave herself one last look in the bathroom mirror as the sun just began to touch the tops of the jagged forest horizons. Everything was just as she planned. Her wardrobe was perfect. Her scent was perfectly fruity and inviting. You were perfectly on time for her to strike. She knew you were one for drinks after work. Almost every night without fail, you and the boys went for a cider or 7 and then straight home. Unless it was the weekend, it would be a quick delivery system for her to snag an unsuspecting human male for herself.

She waited at Sugarcube Corner with eager eyes watching each and every entrance you could’ve made. Every street became a red carpet for her to follow right back to the handsome and burly prize her life needed. Nursing the same milkshake for 20 minutes, Derpy finally spotted you when her sugary lips had become totally glued together. Her mouth took the straw right out of the creamy treat when she hopped down to follow closely after.

She wanted you to sit and set her up for a grand entrance. She could really play up her new clothes and new body in the dim lighting of a bar’s outside seating, which would most certainly give the mare proper leverage to work you over. She had never tried to woo a stallion before, thus she knew it would take every ounce of her effort to learn on the fly. The wheels were rolling as you and your friends came to the edge of the establishment.

But the wheels then screeched to a stop when you waved them goodbye and left. Derpy had to stop dead in her tracks and bump into several displeased ponies in an effort to recalculate. Her simple mind traced your movement away from the bar and toward the forest, of all places. Immediately the game plan shifted and tumbled uncontrollably into a different set of goals and efforts. Derpy tracked you from further behind to conceal herself behind a crowd. Her haphazard and slap-dash plan led her to trot to your side in the dark the moment you borth had an empty expanse of road to share. Her approach began with a terrified and simultaneously giddy trot.

“Hey, excuse me! Mister?” She huffed and chased despite the fact that you never come to a stop. The butter-colored mare kept her pace and only slowed when both feet and hooves were synced together on the walk. Her eyes were stuck onto your face the instant she could see it, yet you were slow to return the gaze.

“Yeah?” Was all you replied with. A distinct unfamiliarity with pony features and the nuances of their appearances made most of them look very similar to the human perspective. Sometimes you could judge one from the together with plentiful ease because of their colors or their tendency to break out into random song, but the less out-going members of Ponyville often evaded your memory. Thus, it was easy to assume this mare was just another pony that lived here, but you’d never taken the time to converse with. She seemed to think differently and kept up with your walk as if the two of you were acquainted better than brother and sister.

“Hi! I uh- hello! I’m Amber! What’s your name?” This pony was awfully chipper for the nighttime. Folks around were usually done with the day by the time their shifts ended and you were no different. A few drinks with your friends was the very best socialization you could muster these days. But now, for whatever reason, someone wanted an interview. A sigh meant that you would humor the inquisitive little pony no matter how badly you didn’t want to.

“You’re not from around here, are you?” You asked first and foremost. She looked as if she were about to blurt something out before quickly snapping her snout shut. Her grey mane caught the wind and bristled across her ears to further accentuate her nervous twitches.

“Oh, me? I’m from somewhere else! Definitely!” A man couldn’t help but snicker at such an answer.

“Where?” You asked again to get her to stumble again. Something was amiss with this young lady, least of which was her constant tripping and struggling. From this close up, you almost assumed she was blind and didn’t know where she was going. Every root and pebble and slight breeze put her trot off balance and sent her tightly-tied mane into a frizzy mess atop her head. The band holding it all back had been sloppily tied and thus didn’t provide any real grip for the struggling pony.

“Filly! I’m from Fillydelphia.” She huffed once another dangerous pebble had been dodged.

“But you didn’t answer my question, Mister! What’s your name? I never seen a human like you before!”

“How many humans have you seen?” You asked with both hands migrating to your pockets.

“Like, one. But he wasn’t near as cute as you. I didn’t know humans could be so handsome!” Laughing at the massive layers of schmooze this mare was piling on top of you wasn’t even worth the effort. Poor thing must’ve been pretty desperate to come after you, of all creatures.

It was true that you were romantically starved after being so terribly alone for all these weeks. Knowing that you were totally alone in this place with not a soul like your own to bring comfort was a frightening thought that took quite a while to suppress. At times it had overwhelmed you and sent you into a dive of drunken nights and frustrated cries to the sky above, but that was then. Now you were trained in the art of not letting it bother you. And right now, you weren’t in the mood to be bothered by anything. Not even a cute mare showing such brazen signs of interest.

“Layin’ it on kinda thick, don’t ya think?” Words so cold shattered the wheat-colored pony’s composure. She stopped smiling for a moment and lost her pace with you, but it was evident that nothing was going to hold her back. Not even reason.

“Laying it on? Is that a human thing? Is that a thing ponies don't say? What’s it mean?” If both eyes could’ve rolled out of your skull and returned home they would’ve abandoned you then and there.

“Ugh…”

“What’s the matter, Mister? Is something wrong?” The mare brought herself close to you, close enough to touch your leg with her barrel. Amber was soft and affirmative in her pressure, something that lit up strange portions of your unconscious mind. Instantly your thoughts when spiralling back to the adorable little mail-stallion that pestered you every morning. The weight and pattern of his broad shape pressed against you rang true in this mare like the same note being struck on a different instrument. It made you strangely uncomfortable and unable to focus. Derpy was still a strange figure in your life, one that you couldn’t understand in the context of Equestria. You liked him, but you wanted to truly know him. This mare simply didn’t know when to give up, either. Your thoughts were clearly somewhere else whilst she chased and harassed you down the winding forest path.

“What’s a human like you doing in the woods, by the way? Don’t you have a home, Mister? You could come to my place, if you want! I’ll let you sleep on the cou-”

“Look, dude. I don’t wanna talk.” You admitted with a tone perhaps too cold for your own liking. Amber didn’t deserve this spit of rejection, but there had to be a line drawn somewhere before you said something you would REALLY regret. Her expression turned darker than the leaves surrounding you on the sequestered path. There was a twinge of despair in you watching that smile fade away, but there was just something off with her. You kept thinking of Derpy. Your mind, robbed of innocence long ago, continuously drifted to terrible thoughts of leaving him alone when he might need you. Abandoning a confused and desperate soul who couldn’t even name what was different about them was simply wrong beyond any minor cruelty you thought yourself capable of.

“Wha- how come?! Mister!” Amber scurried in front of you and stood as a barrier to your progress. Her size and stance made it impossible to politely pass her, thus you were forced to come to a grinding halt. Frustration was building on your face when she came forward and reared up toward you.

“Mister! Mister please! I’m sorry if I’m being weird!” Both hooves pressed and resisted your efforts to side-step her. Your hands likewise went up into a defensive posture of confusion and growing anger.

“Stop it! Stop woman, damn!” You barked and attempted to peel her off. But unbeknownst to you, Amber couldn’t possibly let go. She wiggled and thrashed back into grabbing you whenever she could with a wild and ridiculous fury. Her limbs kept pulling and wrapping about your legs until there was no other option other than stumbling around with her strapped tight as a belt. You felt as if she were a babe that clung to her mother in a wild, instinctual drive that warned her of imminent destruction should you ever escape her sight.

“What’s your problem man?! I don’t even know you!” She whimpered and whined against your thigh. Heart Wrenching cries pulled away at your will to resist her and get to your relaxation spot hidden in the forest. Pressing against her face proved fruitless as pressing against her chest. Pony hooves turned out to be just as sticky and difficult to remove as human hands when they were used right.

“Mr. Anon please! Please don’t be mad at me! I didn’t mean to be a big dummy and annoy you! I promise! I just- I just- JUST!!!” She was just about crying before things finally began to slow down. Kicks and jerks for freedom dwindled as her flaring eyes skewered your very living soul. Yellow that faded into the shiniest grey assured that your walls were brought down brick by brick. Fatigue was kicking in, you were dying for a drink, the sun was descending above and now? Now there was an emotional situation happening right at your feet. Nothing could cripple you faster than a sad pony begging and pleading for something.

“Please, please, please gimme a chance! I promise I’ll be cool, Mr. Anon!” The second time around, that name finally hit you. The one little clue that Amber was certainly a pony hiding her full hand.

“Wait, wait. Why do you know my name?” That little question put quite the damper on her attack. Amber held you tight, but she didn’t clamor for more grip on the fabric of your shorts. Both of the whites in her eyes had begun to bead up with tears and pulse with aggravated red, each one bright and innocent as a child’s. Amber stopped wiggling and slowed herself down to a gentle, albeit painful breathing pattern. You waited expectantly for an answer with both hands drifting down to your hips. She simpered and whined in hopes that they wouldn’t dare try and pry her off.

“Mr. Anon… I’m not from Fillydelphia. I’m from Ponyville.” Words crept from her mouth more than emerged, each grinding syllable fighting to get past her lips.

“I know who you are. I see you sometimes. I just… I just wanna talk. Please? Please can we talk?” If you were a colder man, or more sleep deprived then you already were, this might’ve been the point where you bunted her and got to your special spot for a rest. You wanted to be that man to a certain capacity, but the new crowd you found yourself a part of were simply merciless with the cute shaming. Amber wasn’t Pinkie-Pie’s level of making her victims feel like wretched pigs for crossing her… but she was pretty close. You relented and offered an outstretched hand welcoming her to walk with you as equals.

“Fine. Just… please don’t cry. I really hate that.” Her sadness didn’t disappear, but an offer like that diminished a vast majority of it. She took your hand right in her wing so she could walk alongside you and maintain contact. You found the tactile limb wrapped tightly about your fingers and squeezed with needy pressure that came in pulses. Each time she worried even the slightest that you might break free, she pulled you back. Not a breeze could get between your bodies, though words freely jumped from man to mare in that slight space.

“So you’re from Ponyville?”

“Yessum.” She answered quietly, once again giving you flashes of Derpy’s weird manner of speaking.

“You get out a lot? I don’t think I’ve ever seen you.”

“No… I don’t have too many friends.” You shrugged in response.

“Me neither.” The special place you had in the forest was just on the border of the scary parts of the Everfree. A hop, skip and a jump from this smooth stone was the domain of manitcorns and monsters and giant spiders, but in this bright glen there was no need for fear. You came here to sit on that rock and think about your life to come. Sunshine would comfort you with the tweets of unusual birds singing you into smooth and steady thoughts. Without people or many good prospects, there were times a’plenty where a good and steady thinking did you good. Now was perhaps another instance where you needed a good while to think to yourself, but the impromptu guest invited to come along disrupted intense introspection. Amber sat there and touched you with the desperation one might show a life-saving rope when dangling off a cliff. While that was unusual, the stranger aspect of it all was the lack of discomfort you felt in being squeezed so tight.

You both sat there and took in the feel of the atmosphere as if trying to judge whether this was right. Hooves and fingers tangled together with the delicate twitches and movement better suited for the inside of a clock. Neither of you were sure what exactly to do with the other, but both of you knew what felt natural. Amber’s hoof fit perfectly in your hand. Milled brass pieces cut specifically for their sockets within machines couldn’t hope to match this precision. Your skin felt wonderful against her snout when she nuzzled and poked against you in experimental nudges. The rubbery and warm touch of her rounded nose took in your texture and feel again and again, her short little presses concerningly close to kisses.

“I never knew you uh… felt so strongly about me.” You chimed in whilst stroking and massaging her hoof. Amber dragged her nose from your shoulder to your elbow in efforts to detect every detail about you. Ponies were used to bumping one another with their snouts in order to better acquaint themselves. Smells would tell them the mood of the other and their feel would reveal their comfort around the other pony. Tense skin and fearful musk always shouted “get away from me,” but your mellow aroma and smooth hide brought Amber closer. She could sense your conflict of comfort and confusion fighting to understand one another in the swirling vortex your inside had become.

“I know a lot of ponies that like you. Ponies that like you a real awful lot.” Amber spoke in ragged little whispers to hide her lies from the trees. Her main dragged against your bare shoulder and made lightning bolts crash through your heart with their slight brushes. Both her front hooves were caressing and holding your arm like it was a priceless and ancient relic she endeavored to understand.

“They just don’t know what to say. You know? We don’t know how humans work, Mr. Anon.” The silence filled in the gap between your words, though the silence itself was filled with the last chirps of crickets and the fleeting calls of birds.

“Sometimes I kinda feel the same way.” Your answer perplexed the clingy mare whilst she brought your arm close to her chest. Gold fur surrounded your limb in a blanket of security and ever-lasting affection that fought ravenously with the discomfort hiding in the back of your mind.

“I’d like to have a companion. You know? Someone that’s more than a friend. But I can’t shake this weird feeling in my gut.” Amber stroked and hugged your arm with shimmies toward you. The simultaneous move you made toward her clapped both mare and man together in a bond that was tenuous and insecure as it was earth-shatteringly powerful.

“Do you like ponies, Mr. Anon?” Amber asked bluntly, as she only really knew blunt. In her thoughts she begged some higher force to compel you toward her. She wanted to see your mouth form that simple word and confirm every labor of hers. If you just said yes, it could all be over. Everything could fall into comfortable places and forever be right. The sun was going down just as her time to secure a firm “I love you” was.

“I don’t-... I’m not sure.” Frustration manifested in Amber’s squeeze of your arm. Careful placement of your hand let it rest on her thigh rather than her engorged teats, a place that received assuring grips and squeezes.

“I get the feeling that I need to wait. There’s a pony or a human- someone that’s waiting for me. It’s pulling at me, man. I can’t shake this sensation that there’s this poor thing waiting for me to come and show it the way.” Amber stared at you with searing eyes focused to infinitesimally small pin-pricks. Quivering lips found themselves gripping and mouthing at the air in need of your intended guidance. She was lost before this light shone upon her and brought all things into clear view. This thing you lacked a name for, lacked an explanation for, was equally mysterious to her. But together, the concealed mechanisms of its unusual function were somewhat clearer.

“Sounds asinine, doesn’t it? I mean, the hell could I do? Why would anyone need help from a man who’s probably just as confused and lost as they are?” Amber answered with a silent stand on her hind legs. She said not a word as her face ascended to your eyes’ level. The side of your skull warmed from her burning fixation and compelled you to snap toward her. In that simple twist, nose and snout touched together with incredible friction that locked unnatural bodies together. You, who didn’t belong in this realm of existence and her, who had defied reality for passion. Both of you were connected by the thread of unacceptable and disruptive conception seeking resolution.

So when Amber snapped forward and connected your mouths in a tight bondage of molding flesh, you could not resist. Those unsure feelings and the nagging temptations became distance flows lost in an ocean of unrivaled satisfaction. Carnal and ancient pleasure that had hidden within you both bubbled up and over the stony shield of your skin. Amber was screaming with speed as much as she was grinding with the slow and intentional effort of brewing affection. You could taste years of waiting in her that long predated your arrival. This hidden reservoir, so deep and sweet and swelling with heat was now blasting directly into your face with closed eyes and the twinkling beads of pearly spittle building at the corners of puckered lips.

“Sllrp, sllp, hhmp! Rrrph…” Amber molested your face and strapped you into a tight harness made from her own body. Legs bolted to your form and secured themselves about your neck and belly surely as steel welded to steel. Her wings bristled and stuck out from her body with flutters and twitches of uncertain strain. All you needed to do was add the slightest input to calm the thrashing sea. Warm hands, shaking from surprise and slowly descending into a firm grip about her chubby sides were just the cure she needed.

“Hhhn… mmph, yes! Yesh- llmmmn!” Bubbles formed from the speech that tried to fight through the building slobber. Amber was clearly the aggressor that asserted her true affection. She dominated you with presses and pushes of unbridled need. Her need was like one’s starvation for air under deep water. Once she had a taste, all she could do was take every single gasp she possibly could. The mare was ravenous and intense with her kissing and touching of you despite the relaxed and accepting position you took. It was so intense that the air had begun to grow stagnant between your noses and rob your mind of proper oxygen. Nourishing air was exchanged for the fetid and exciting fumes of melding bodies crushing against one another in the most intimate fashion behind intercourse.

You tried to break free for the slightest instance for a breath. Just a quick huff of cool forest oxygen to regenerate your senses and dive back into this whirlpool of heat overcoming your body. But the instant smacking lips broke their hermetic seal, Amber fussed and gave quick chase.

“Mwuah! No, no!” She grabbed your cheek and jerked you right back into her clutches. You’d never felt such raw power in a creature. Amber was driven to slobber on you beyond all measures of reason that ponies could judge by. Her desire went so far beyond the physical desire for affection that the tiny fraction of her seeking sexual release was but a twinkling speck in her overall vision.

She needed this satisfaction. She needed this closure not only with you, but herself. Her uncomfortable body was a tool for good things to be crafted from. Your union was more than lips and spittle sliding and grinding over one another. It was a double helix of souls that stretched high into the sky and split the clouds apart with fire.

Of course… that didn’t mean that both of your animalistic urges weren’t playing their parts. Physical coupling was nothing without the sugary and savory taste of another’s shape. The contact of warm flesh and the friction between bodies was so compelling that it drove you both to plunge the deepest trenches of depravity in a blind spiral of wild abandon.

You savored her soft and squishy feel. Amber was like a stuffed animal that came alive and boasted the softest lips possible. Rubbery and pillowy and highly flexible, the thick organ squished and slipped all about your mouth and face on a layer of smeared lipstick. Her colors became painted smears across cheeks and chin and even nose when her excitement overcame her aim. Amber smothered you and eagerly shared her tongue for your approval.

“Sllrrp, sllp, haaahng! Hnng! Annnnnnon…” She moaned between open mouths that filled their void with writhing muscles of glistening pink. The fur covering her face was soon matted and wet from the heated exchange that created sweaty droplets on yours. Amber was there to absorb every aspect of you into her eternal memory for purposes just shy of worship. She slathered and slurped on your predatory teeth to admire their fearsome sharpness. Her tongue wrestled with yours and found infinite pleasure in your tactile feel.

She had no idea what affection tasted like. She never knew the satisfaction of fulfilling lewd sensations. Her heart was swelling and pumping with the most enthusiastic cocktail of compounds simply from kissing. Holding and smooching and groaning with you in a proper exchange was beyond description. She had no words for this feeling, for this rancor shred every pre-conceived notion of romance into pathetic tatters. Derpy now loved nothing more than your mouth. Her hooded eyes stared into your exasperated and satisfied expression as if inspecting her work.

Plunging deep enough, she could taste your cider. Your breath combined with the sugary syrup left over from her milkshake to create a soupy broth that glued your faces together at the seems. Naturally, she wasn’t entirely driven by the depraved act of mouthing another’s face. Tongues were not a necessity for Derpy to find her wholesome satisfaction in you. She found the soft cushion of a human’s lips more than alluring and maddening. Kissing and listening to the smacking music it made enthralled her weakening heart like oil poured directly onto a shrieking fire. Fleshy suckles and muted smacks were so arhythmic and random that they turned about and became the most infectious tune she’d ever heard.

She governed when kisses were sloppy or loving, but allowed you to manipulate her body however pleased you. Derpy discovered just how strong you were when her body became your dumbell. Grip alone was enough to mold the loose skin and hillocks of pudge about as if she was nothing but a sack full of cream. She could tell that you were a dam holding back oceans of power. The shaking grip in your fingers spoke of monstrous fury that wanted so badly to claim and to dominate that it couldn’t stand being kept inside.

“Hahff, mmmhn! Mmmllah! Kiss me, Anon. Kiss me forever, please!” You didn’t allow her to speak for very long. The intervals between suffocating smooches were mostly reserved for sucking down whatever breagh one could find before slamming themselves back into the slobbery frey. You twisted and turned her about to feel her give like a sapling to the wind. In most cases, it would’ve been a pleasure to lay the mare down and simply loom over with a divine being’s sense of power and presence. But with her soft rump grinding and mashing into your groin, you wouldn’t dare dislodge her.

Amber’s, or Derpy’s, hind legs were strapped tight around your barrel and positioned such that your throbbing manhood could prod her sensitive underside. Elastic shorts made for comfort were no good for discreteness, your hardening length made a near vacuum-sealed tent that rose higher and higher with each second of passionate kissing.

“Anon’s kissing me! I’m kissing him! He’s so strong and warm! This is amazing! I love kissing humans!” Derpy’s thoughts raced quickly as zooming meteorites in the night sky. The random words tossing themselves around inside her skull were quickened and given yet more reason to panic when she felt the all-new sensation of intrusive maleness at her heated opening.

“EEK!” She squealed and squirt vagrant lines of her syrupy affection onto your trousers. The touch was like fire to gunpowder and set off a chain reaction inside her body. Nerves that had only been created several hours before were burning in the righteous fire of sexual pleasure. Insane heat rampaged through her virgin body and made everything tingle and destabilize. Your lips may have driven her crazy, but your masculinity made her melt. Derpy was ripped from your mouth in the aftershock of that single touch and the warm wetness running between her thighs.

“Unf- eek! O- Oh no! Mr. Anon I’m sorry!” She gasped and panted and covered her engorged gash with a bashful hoof. You too were drunk off her affection and the pungent aroma of mare excitement to notice what had gotten her so twisted up.

“Wha- huh? Why you- why’d you stop?” You found it difficult to talk with a jaw slackened by aggressive mare kisses and a mouth flooded by her sugary spittle. Amber blinked to try and regain her senses and properly throw her gaze down to your sodden and marked groin. You spotted the same scene, but you weren’t misled by any manner of ignorance.

“I- I just-... I think I peed on you.” She admitted with a mortified look about her. The depth of pony ignorance never failed to impress. The fact that his poor mare didn’t even realize how her own body worked was quite startling to you, but nonetheless adorale in a rather perverted and twisted sense.

“Nah… don’t worry about it. That’s something else.” You quipped and pulled her close for another set of in-depth kisses. Now that you had tasted pony, it would be impossible to go back. Unless something a million times better came around, your starvation for affection would need to be sated by Amber’s capable and moaning mouth. She protested at first, but once your nibbles and nips at her cheek had chipped away at her endurance, it was simply a matter of natural forces compelling her toward you.

“Just means you’re excited.” You huffed before closing the gap.

“Hhmmmmn… mmmph, nnnah…” She groaned and pressed hard into your face. Her pressure was met by your own that squashed opposing maws into a single pipe through which centuries worth of emotion flowed.

Somehow, you had gone from 0 to a million miles an hour in the space of kissing this mare. What began as an insistence to get her away from you had almost instantly turned into drawn-out and breathless couplings. Lips wouldn’t disconnect for minutes on end once both of you had adjusted to breathing through flaring nostrils. Snogs rotated from deep plunges of tongue and teeth to affectionate smacking of wet lips made sticky from the froth of mixing pony and human slobber. Strings of spit connected you two in the rare moments you broke away to kiss her nose. Breaths turned to steamy puffs in the moonlight when she pulled back to run her tongue along your jawline and savor the slightly salty taste of delicious human.

You thought it perhaps TOO fast. As if you were rushing headlong through pitch darkness without a heading or a hope to find your way out. There were still notions of doubt hidden in your thoughts and kept away from your actions. Some squealing part of your brain commanded your hands to remain at the small of Amber’s back rather than gliding downwards to cup her smooth, rotund butt.

“Mmuuuuh… touch me.” She begged with hushed whispers into your ear. Amber squished herself against you so tight that your ribs were only separated by a layer of fur and clothing and skin. Hearts could beat against one another like drums crashing in a tight barrel rolling down a mountainside. You oblige that simple request with both hands mashing her ample buttocks.

“Fffffffuck…” You hissed the first swear you had said in 3 weeks when taking in the mind bending softness of pony cheeks. Amber was not only soft, but firm and warm. You squeezed and pulled and mushed her ass together into a messy tangle of jiggling and rippling mass that hugged your fingers just as tightly.

Derpy, on the other side, was swimming in affection. Her eyes rolled back into her head as you played with her so luridly. It felt so wonderfully wrong to be handled like this, to let her special place be played with. Stretching and flexing glutes spread her lips and squishy doughnut with stimulation that was simply out of this world. Thunderstorms crashed up her spine and boomed inside her mind with proclamations of unparallelled pleasure.

“Sun in the sky, this feels even better! Anon’s touching my booty! It feels so good when he squeezes my butt!” her thoughts were just as disjointed and random as her kisses now. Derpy panted into your face and nursed herself on the side of your head and neck. She bit you and nibbled you and licked you with affection filtered through the earth-shattering pleasure of a Lover’s first touch. It was a delight to watch her tail lift and soon after feel the heat radiating off her duofold holes.

Your erection was cushioned between plush and soft teats, though tremendous trembles from within Derpy were stimulating you far better than expected. It encouraged you to be more aggressive with her despite the protests weakly made in your deepest thoughts.

“Aaahng, touch me! You really like my butt, Mr. Anon? You like touching my butt?” She blabbered into your ear and kissed the unusual structure several times with smacking lips. You nodded in affirmation and nuzzled tightly into her thickening, morphing neck.

“Yes. Holy shit, yes. I can’t stop.” Your words made pride swell inside Derpy. Rising flood waters were spreading to the belly and genitals alike to create a lighter-than air feeling of superiority. Both of you were blind to the changes going on, for the love and the affection was simply great. Your fingers dipped deeper and deeper into the valley between her bubbly cheeks and found the furless sections of her love steaming in the night. Skin rubbery as latex and slick with sweat and musk smeared Amber’s unique flavor onto your fingers for every pony to recognize. You belonged to her like her ears belonged to her. Your body and your very soul were now painted with her unforgettable and lingering scent such that no mare would dare come near her property.

Or “his” property, as it soon became. You felt Amber’s girly cheeks widen and gorge in your hand like they were filling with muscle and strength. Her weight settled on you with heavier and heavier force until both of you tumbled back onto the stone under the burden.

“Unf! Hlk! Babygirl, you’re crushin’ me!” You warned the blubbering and hissing stallion piled on top of you. Pulling at his cheeks, you sent him into flurries of humping and prodding motion. Though concealed by the tight bond between yours and his, you could still feel the intrusion of a white-hot rod.

“Mmph! Call me Babygirl from now on! I like that name!” Derpy said out loud with his normal, masculine voice.

Blood became icy rivers dragging and slicing through Derpy’s veins like razor blades hidden inside him.

His wings slowly descended from their extended state as he dragged his brick-shaped snout back and met your gaze. He saw the shock in your expression, he felt the confusion in your hands that were mere millimeters from his clenching, musky butthole. He felt himself squirt the slightest jet of pre-cum onto your shirt.

“... Derpy?” You said after a moment of taking in what the moonlight revealed. Not only had you been kissing on a stallion for several minutes, but the evening sky above had long since turned into an inky black canvas of night. Fingers unwrapped from the stallion’s butt and let the plump cheeks return to their normal shape with an audible clap. That was dejection enough to send the heated stallion charging off into the woods. He scrambled and kicked and threw himself into the darkness without another word besides-

“GUAAAAAAAH!!!”