Rainbow fell to her knees and began sobbing as if her heart would break. She put her face in her hands and wailed, "I'm not a pegasus anymore! I...I can't fly! I'm nothing!" She looked up at her friends and screamed, "What have I done to myself?!"

Pinkie immediately fell to her side and hugged her. "Shhh...it's okay, Dashie...we'll figure this out..." Twilight joined her on her other side and held her as well.

"Lyra's books said this is a temporary change, Rainbow...remember?" Dash reluctantly nodded. "So...all we have to do is wait a few days, and you'll be fine!" But Twilight's words belied her inner turmoil, for she actually remembered Lyra saying a liaison between Mac and another pony would have unexpected results...

She could only hope this wasn't permanent.

Lyra stared at the Human as if all her dreams were coming true. His shape! His form! His smell! And best of all, that, wonderful, wonderful Human male member she'd only ever heard rumors about...and now here it was before her, tall, erect, throbbing, and glistening with another mare's spit...

But there was something she had to do first. She knew of the surveillance devices installed in the room, and while she normally didn't mind them, for she had long ago accepted her marefriend's secret life and allegiance to the Crown, this time? It was different.

So, she fired up her horn...

"Are you alright?" cried Celestia, as she rushed to pick up Her agent from where she'd fallen.

"I...I think so..." said Sweetie Drops, as she sat up and woozily shook her head.

"What has occurred?" asked Luna, just as concerned.

Sweetie looked up at Her, and then she looked at Celestia, then closed her eyes. "I'm...not sure. Something went...wrong...with my surveillance devices' memory cores..." She looked back up at them. "It's affected my present memory as well. I can't remember what happened."

Lyra's Wish

Having switched to tea, Agent Drops leaned forward in her seat and held her cup in her trembling hands, as both Sisters watched her with concern. After a few minutes, she spoke. "It's no use...try as I might, I cannot recall what happened while Lyra and the alien were alone in the room." She took a tentative sip from her tea, but then she smiled. "However, I do remember what happened after she opened the door and beckoned myself and Derpy within!"

No sooner had the door opened than the ditzy blonde bounced in and cried, "Cock for Derpy?!" Lyra smiled and stood aside, to reveal Alex lying supine on the bed, looking both renewed and as if he'd just come out of the shower, with the added bonus of being at full erection! Derpy threw up her hooves, screamed, "YAY!" and leaped mouth-first onto the bed, swallowing his cock in one swift motion! She closed her eyes and moaned as she bobbed her head up and down, finally able to savor Human dick uninterrupted at last!

So she didn't notice that she's bounced past a very Human Lyra...

Bon Bon, however, had not been so inattentive. She stood stock-still in the doorway, staring up into the serene gaze of her marefriend, trying to sort her feelings. Her face remained the same: she'd retained her pony ears, snout, and horn...but her body was now much taller...and her breasts were...impressive, to say the least! They'd moved from their natural position between her legs up to her chest and were enormous, with protruding nipples and dark areolas. Bon Bon's gaze wandered down to her new hands, as Lyra held them out for her to inspect. Over the sounds of Derpy's satisfied moans, she asked, "Is...is it everything you wished for?"

Lyra beamed and nodded. "That...and more!" She bent down and gently took her love's face in her Hands, causing a warm thrill to shoot through her. Bonnie closed her eyes and shuddered as her breathing deepened and her legs grew weak.

She opened her eyes and looked up at her. "What...what was that? Did you...inherit the Human's...touch?" Lyra smiled and nodded. But when she bent down to kiss her, Bon Bon pulled back and turned her face away. "It's not right, Lyra." She gazed back up into her lover's face, whose eyes were rapidly filling with tears. "I'm sorry! I can't do this! I just...can't!" She spun about and fled, crying as she went.

Lyra watched her leave as tears poured down her face. Then, she slowly brought her new hands up and looked down at them. Ignoring the sounds of passion behind her, she stumbled out of the room and began to look for something sharp...

Both Luna and Celestia exchanged shocked looks, then stared at their agent. "Hold..." Luna finally managed, "...you...fled? Then...how...?" while taking in her Human form. Bon Bon smiled up at them over the rim of her cup.

"I was just getting to that." Then her eyes grew inward, and she added, "Also, I need to inform you about Twilight's new... change..."

"Uuuuuuhhhhh!" Alex grunted as he arched his hips, fully burying his cock inside the happy throat of the delirious blonde mare. She smiled around her mouthful and greedily swallowed every ounce of his thick, creamy, TASTY Human spunk, sucking harder and hollowing her cheeks while sultrily gazing up at him as she emptied his balls. She kept her eyes on his face as she gulped it all down, knowing from VAST experience that guys LOVED it when mares watched their faces while sucking their dicks! And it seemed Human guys were no different!

When he finally relaxed and fell exhausted back onto the pillows, she gave his cock one last suck to make sure she had gotten every drop and asked, "Did I do a good job, Mister Hoomun? Am I a...good girl?"

Alex wearily raised his head and smiled. "You...Sweet Celestia! you...are a VERY...good girl!"

Derpy smiled her silly smile up at him...then froze. Her ears perked up, and then she rose to her hooves and looked towards the door as her lopsided eyes grew wider, then she screamed and rushed out of the room! Alex barely had time to raise his head and shout, "Derpy! What's wrong?!" before he heard what sounded like a violent struggle, so he jumped to his bare feet and gave chase.

His heart beating rapidly, he ran as fast as he could towards the sounds of fighting until he'd reached the downstairs, and froze only for a moment as he saw the transformed Lyra and the blonde mare locked in combat, with the mare desperately clamping her mouth around Lyra's new hand that was holding a knife, while Lyra fought to free herself! Alex arrived just in time, as the mare was nearing her limit trying to match her strength against the enraged semi-Human! Lyra had already flung her against a wall and smashed a table with Derpy's body, but she had held on, though clearly injured.

"Lyra! NOO!!" screamed Alex as he lunged forward and grabbed her around her body with one arm while using the other to pin her wrist to free Derpy. "I've got her, Derpy! You can let go! YOU CAN LET GO!!" As he held the struggling Lyra still, Derpy slowly opened her mouth...and fell limp.

"Get off me! GET OFF ME!!" shouted Lyra, "I don't want this anymore!"

Alex slapped the knife out of her hand and grabbed her by her shoulders. "Lyra! What have you done?!" He turned her to face the comatose mare. "LOOK at her! What's wrong with you?!" He pushed her mightily away, where she fell back onto her butt, and then he gathered Derpy up gently in his arms. With one last look of disgust at the former unicorn, he turned and rushed out the door. Lyra watched them go, as her eyes began brimming with tears.

"Der...Derpy? I...I'm...sorry..."

The sight of the naked Human running through Town while carrying the unconscious and bleeding mailmare was enough to trigger serious alarm in everypony that saw it. Several ponies kept pace with him, crying out, "What happened to her?! What did you do?!" But Alex was in too much of a hurry to answer, which, as it turned out later, was a grave mistake. By the time he'd reached the hospital and burst through the sliding doors with his precious burden, a sizable herd of suspicious ponies had followed. Some pressed through in after him, determined to find out how Derpy had been injured, while the majority had to be turned away as there simply wasn't enough room for them to crowd inside.

"Help! We need help here!!" shouted Alex as he ran inside, followed by the herd. The nurses sprang to their hooves and immediately had him lay the injured mare on a gurney, while an emergency room unicorn doctor rushed over and started his examination. After a few moments of anxiously watching them, Alex asked, "Is she going to be okay?"

The doctor looked up at him with a frown over his glasses and said, "We'll know more in a few minutes." He nodded towards the bench set against the far wall with the padded cushions. "Take a seat over there, Human. We'll have some questions for you...but for now...I need you to stay out of our way." He then turned back to his patient and directed his nurses to wheel the bed off to a more private area. Alex walked over to where he'd been told and sat, oblivious to all the unfriendly stares he was receiving from just about every other pony in the room.

Just about...

As he sat there with his head in his hands, he was interrupted from his internal thoughts by a mare clearing her throat. He looked up, and a nurse was smiling up at him while holding a towel in her mouth. He sat up slowly and took the towel from her, as she dimpled again and said in a sultry voice, "I thought you might be needing this to cover your...ahem...BIG friend there..." She then openly stared down at his cock and licked her lips, which were covered in a slutty blue lipstick, and complimented her yellow coat.

Alex blushed, placed the towel on his lap, and muttered, "...thank you?"

She tore her blue-shadowed eyes away from his..."friend"...and looked up at him again. "No problem, stud. Just ask for Nurse Snowheart if you need anything...I won't be too far away..." And with that, she winked, turned, and swished off, tail swinging from side to side as it revealed her incredible ass! For only a second, Alex was distracted, but then he shook himself and remembered why he was there. He furrowed his brow as he tried to make sense of the scene he'd briefly witnessed. What was Lyra doing with a knife, for God's sake?! One moment she'd been happy beyond her wildest dreams, or so he'd thought, and then less than an hour later, he'd found she and Derpy locked in what had looked like a life-or-death struggle! And what was she screaming about, "I don't want this anymore!" Want what? It made no sense!

Then, he thought some more. Maybe...Bon Bon could shed some light on the problem. If anyone knew the unicorn best, it had to be her! Just as soon as he knew Derpy's condition, he'd seek her out. But, there had to be somewhere more...private he could wait. He looked around at all the unfriendly faces staring at him, stood with the towel wrapped around his waist, and approached the front desk. He cleared his throat as the nurse startled and looked up at him. "Excuse me...is there somewhere I could wait for news about my friend that's not so...public?" He glanced over his shoulder at his...audience...and added, "I...don't think I'm very welcome out here right now."

The nurse stood, leaned over to look at the herd, then sat and looked back up at him and nodded. "I think I can accommodate you, Sir." She pointed with a hoof and said, "Right through those doors and down the hallway. There's a private room we set aside for friends and family."

Alex smiled and said, "Thanks...I really appreciate it." The mare recoiled for a moment upon seeing his canines, and he inwardly kicked himself for forgetting some ponies still saw him as a predator. Attempting to cover the awkward moment with a wave, he turned away and, keeping one hand on the towel as he made his way through the doors, pushed through and left, feeling every single one of their eyes boring into his back as he left.

He quickly found the indicated room and breathed a sigh of relief to find it empty. Though the chairs were small (for his size) they were comfortable enough, so he sat down on one that looked like it could not only hold his weight but also recline. But he was too keyed up to relax, so he sat at the edge of the seat with his elbows on his knees and his head in his hands, trying not to worry.

Lyra sat in her misery for a few minutes, then squared her shoulders, took a deep, booby breath, and got to her new feet. She remembered a saying her father had told her a long time ago: "Never meet your heroes," and she'd never fully understood what he'd met until now.

For most of her adult life, she had been fascinated with Humans, ever since she'd first heard about them. There was just something so...tragic...and heartbreakingly beautiful about their history...that she'd become instantly smitten. She smiled quietly to herself as she climbed the stairs back to her bedroom to find something that might fit her new body. She knew other ponies considered her a 'kook' at best..."completely out of her mind" had been whispered behind her back more than once, but she hadn't let it bother her. She had always believed in her heart of hearts that if they once existed, they still did so, no matter how much scoffing she had to endure.

And now? Her dreams had finally come true: not only had she met a Human, she had been able to make love to one, and beyond her greatest hopes, she had BECOME one!

But...at what cost? A tear slipped down her cheek as she recalled Bonnie's face...the face of the pony who meant more to her than anyone or anything in the world...even being a Human. If not for Derpy's intervention, she would have...done something...extremely foolish in the heat of the moment. Pulling a sheet off the bed, she wrapped it around herself like a toga, and then made her way back downstairs and out of the Shoppe.

Before she made any other decisions, she needed to know Derpy was alright.

After some minutes, Alex looked up to the sound of the doors opening, and his face lightened once he saw that same doctor enter the room wearing an assuring smile. "I've been searching the hospital for you, Human...I have good news concerning Miss Hooves." As Alex started to rise, the doc held up a hoof and said, "She's not quite out of danger yet, but she's coming along. She's sustained a serious head injury along with trauma to her back." The doctor looked over his glasses at the alien. "What exactly happened?" Very quickly, Alex explained how he'd found her fighting with the transformed Lyra. The doctor looked grim, stepped closer, and lowered his voice... "And this...new creature...is she a threat to herself or anypony else?"

To this, Alex had no answer. "I...I'm not sure, Doctor. I was waiting to see how Derpy was, but I think...I think I'd better go see to Lyra myself." But the doctor shook his head.

"There's no need for that." He walked back to the door and opened it. "You may enter, now..." he spoke to someone outside. Alex stood, then kept his face neutral as Lyra walked in with her head down, wearing what looked like a bedsheet.

The doctor looked from one to the other, then said, "I'll give you two a moment," then left.

They both stood there, not moving. At the awkward silence, she slowly raised her head and reluctantly met his eyes. Seeing no pity in them, she cleared her throat and whispered, "I'm...sorry about Derpy. She shouldn't have gotten hurt because of me...it was stupid...." To her surprise, the Human's voice was gentle but firm when he finally spoke.

"Why?"

She blushed and looked away. "I...thought being near you...being one of you...was my ultimate dream...until I saw Bonnie's reaction."

Alex audibly swallowed. "How...did she react?"

She turned and glared up at him. "As if I was...I was...a monster!"

Alex's face softened, and he started forward to hug her, but thought better of it and stopped. "I'm sure she didn't mean it, Lyra. She loves you." But Lyra shook her head.

"You didn't see her face! Hear her voice! See her eyes!" She looked down at her hands. "I've waited my entire life for these, and they cost me what was most precious to me." She glared up at him again. "It wasn't worth it!!"

Alex's jaw tensed at the injustice of her blaming him for her own actions, but bit back the retort. Instead, he quietly said, "It will be alright, Lyra; you know the effect is temporary."

She looked away again and sighed. "I know...I know...but...will Bonnie ever look at me the same way again? Or will she ever think of me as a monster once...and never love me the same way? I'm...not sure I can live with that...uncertainty."

At this, he did reach out and gently lay a hand on her shoulder. "You know that's not true. As long as the two of you have been together, she could never turn away from you for...this." She turned a face up to him with eyes that were now filled with tears.

"How do you know?"

He smiled down at her. "Because I've been in love before."

She stared into his eyes, searching for the truth of his words as she began shaking, then closed them and enfolded him in a hug. "Thank you, Alex..." she spoke into his bare chest. "I...needed to hear that."

Still holding her, he said, "You're welcome. Now...no more ideas of hurting yourself?" She shook her head while still hugging him. "Good. Now then, I'm going to stay here and keep an eye on Derpy...you go find Bon Bon and talk to her, okay?"

She leaned back and smiled up at him. "Okay." Then she stood on her tiptoes and kissed him, wiped her face, then turned and left. The doctor came back into the room just as she was leaving.

"Is everything alright with her?" Alex shook his head.

"No, but I think it will be."

The doctor nodded. "Good. I'd like you to stay here for a while if you could; I might have some more questions for you concerning Miss Hooves."

Alex went back over to the recliner and sat. "Not to worry, Doc...I'd like to stay until I know she's going to be fine."

"Excellent...and besides...there's a crowd of ponies outside that are rather...restless...concerning you, Human. They still believe you are the cause of Miss Hooves' injuries, but I will do my best to allay their suspicions. I think it best if you wait a few hours. I'll have better news concerning your friend by then, in any case."

Alex slumped back in the chair. "All right, doc. But, can you send word to Princess Twilight? She and Pinkie were going to my house, and that's probably where you'll find her. I'm sure she'll know what to do."

The doctor nodded. "That, I can do." He pointed towards the wall. "There's an intercom there if you need anything, and one of the nurses will see to you. I'll try to keep this as brief as possible." With a final nod, he turned and left.

About an hour later, a certain yellow Earth pony nurse peeked her head into the family waiting room to check on the Human. When she saw him lying back in the recliner, fast asleep and snoring, she slowly opened the door so as not to wake him, and walked quietly up to his side. Spying the enormous bulge underneath the towel, she licked her hot, wet, sultry blue-lipstick lips and whispered, "...yum, yum..."

"So...what do I do now...?" Rainbow looked up at her friends as she sat on the carpeted floor. She looked back over her shoulder at her now-useless wings and gave them a flap, then closed her eyes and broke out into fresh tears. She bowed her head and whispered, "...I'm so stupid..."

Twilight frowned. She was still furious with her, but despite her foolishness, the former pegasus remained her friend, and she knew harsh words wouldn't help right now. "Rainbow," she began, "...just...wait a few days. I promise you'll be back to normal by then!" She then offered her a reassuring smile, hoping she'd calmed her fears.

Rainbow looked up and returned her smile, sighed, and then got clumsily to her hooves. "Is...Big Mac still upstairs?"

Twilight and Pinkie exchanged a look, then Twilight narrowed her eyes and slowly answered, "...yes...why?"

Dash grinned. "Because I'm still horny!" As she turned and started for the stairs, she made it only a few steps before she heard an, "AHHHHHHHHHHHHH!!!" behind her! She spun around just in time to see Twilight leaping towards her with eyes wide and wild, teeth bared, FOAM flying from her lips!

Twilight's flailing hooves were mere milliseconds from Rainbow's bare, exposed throat just as Pinkie was able to tackle the now-deranged Alicorn and wrestle her to the floor! Still, Twilight struggled to free herself, screaming, "Let me go! I almost had her! LET ME GO! I'm gonna STRANGLE her!!"

"Uhhhh...that's...wait...what's happen...." Alex sat up with a start and opened his eyes. He'd been having the most wonderful dream, full of sensual images and feelings, only to find it was actually true! He looked down at his waist, and saw that the towel had not only been drawn aside but his cock was still erect and throbbing! Cum was not only leaking out of the tip, but there were...blue streaks up and down the shaft! Then, he looked to his right, and across the room was that yellow nurse he'd met earlier, the one who had given him the towel. She was currently looking away from him, but applying the same shade of lipstick to her lips! Alex smiled, and said, "Umm...thank you?"

She deigned to look over her shoulder at him and said haughtily, "Thank you?' For what?"

Now, he simply stared at her, dumbfounded. He indicated his cock. "For...this?"

She gave his dick the same look and sneered, "You aren't seriously suggesting that I had anything to do with that, are you?!" Now, he was really confused! He looked at her lips, then looked down at the lipstick marks on his cock (AND his balls!) and opened his mouth to speak when she cut him off. "Let's get one thing straight, Human: I don't know what the nurses are like on your world, but we're consummate professionals here on Equestria! We don't go slobbering all over huge, meaty, tasty, delicious cocks all day and night!" She stepped closer to him and added, "I'll have you know I have far too much to do than to waste my time running my wet tongue all over your big, throbbing, veiny dick, then opening my hot, moist mouth and sliding it down my tight, velvety throat again and again and again until you EXPLODE and shoot your warm, creamy cum inside my mouth while I suck and suck until I swallow every delicious drop!"

A bead of sweat began dripping down his forehead as she was speaking, and his cock, which had been flagging, became ROCK HARD. She looked down at it, then glared up at him. "Control yourself. Think about something else, like...oh...I don't know, mare butts...."

Alex swallowed. "M...mare butts?"

She nodded and turned around, then looked over her shoulder at him. "Of course! Big, pillowy, soft, supple..." she gave hers a slap..."bouncy...with a perky ponut that is just right for your cock to sliiiiide into..." as she raised her tail to give him the best view. She smiled. "Now then...doesn't that take your mind off getting your cock sucked?"

"Buhhhh..."

She frowned. "Oh, dear...I'm just making things worse, aren't I?" She shrugged. "Well, I'm sorry, Human, but I can't help you. As I said, I'm a professional." As she was turning to leave, Alex stopped her.

"Can...can I ask you...a question?"

She stopped with her back to him and with one hoof on the door, and sighed. "No, Human...I'm not going to suck your cock."

He shook his head. "That wasn't my question. I was going to ask: have you...heard anything about me? Anything...special?"

She looked back at him and frowned. "Didn't I already indicate how busy I am? I do NOT have time for idle gossip!"

Alex grinned. "So...you don't know anything about me, then?"

Her brow lowered even further. "I now know you're annoying! Now, if you don't mind, I have to—" then stopped as he held out a hand. "And just...what am I supposed to do with...that?"

"I'm offering you a 'handshake.' It's how we HUMANS apologize. I'm apologizing for our earlier...misunderstanding."

She rolled her eyes, "Fiiiiine. Let's get this over with!" She turned and walked back to him, and then raised her Earth pony hoof. Alex smiled as he grasped it, then tightened his grip. There was a beat of silence as she stared up at him, and then her eyes rolled back in her head as she was overcome by the most intense orgasm she'd ever felt!!

"AAAAaaaaaaOOOOOOhhhhhhhAAAAHHHH!!" she screamed! "OH! OH! OH! OH!" as she thrashed and bucked her hips until Alex relented and let her go! Once he did, she fell to the floor panting, and then stared up at him. "What. Was. THAT?!" she moaned. Her pussy was still convulsing and squirting, and her body still shook from the intensity of her ordeal. "I...I've NEVER cum that hard before! What did you DO?!"

Alex chuckled and looked down at his hand. "You really should get out more, and start listening to "idle gossip." He looked up at the door. "Weren't you leaving?"

She threw herself at him! "NO! I'll suck your cock! I'll let you do whatever you want to me! Just...make me feel that way AGAIN!"

But he held her at arm's length. "Naw...I don't think so. You're quite the bitch."

She sat down and stared up at him with tears beginning to form in her eyes. Finally, she wailed, "I know! I'm sorry! I won't treat you like that again, I promise!"

He leaned down and glared at her. "Or other stallions?"

Her bottom lip trembled as she hesitated, but as he turned away with a snort, she blurted out, "I can't promise that! I can't change my ways all in one go! But I can with YOU, I sincerely promise!"

Alex looked back at her, then grimly nodded. "That was an honest answer, and I can respect that." Her face brightened.

"So...you'll let me suck your cock?!"

He spread his legs. "Just this once. If you do a good job, I might give you an orgasm like that one again. IF I feel like it..."

"Yes, Sir!" she cried, then snuggled between his legs. She closed her eyes and sloooowly licked him from his balls all the way up his throbbing shaft, then ran her tongue playfully around the head, lapping up all the precum that she had caused earlier. She then kissed his cock, from the head and down, getting those same blue lipstick marks all over it, then took one of his balls into her mouth and began lovingly sucking on it. Once that was sopping wet with her spit she switched to the other one, giving it the same loving treatment as she moaned and slurped, making sure she was offering him all the pleasure she was able! She then started humming and vibrating her tongue all along his balls, a trick she'd been taught when she was young from an ancient Blowjob Guru (her MOM!), that was sure to please any stallion! She then drew her tongue up his shaft, opened her mouth wide, and swallowed him all the way into her throat, bobbing her head up and down, up and down while still swallowing and vibrating her tongue, remembering her other lesson that, "Breathing while sucking a cock is for LOSERS..." so she kept up her pace until she felt him beginning to buck his hips. She did suck in air through her nose, but kept up her pace of bobbing, swallowing, licking, and slurping with her hooves planted firmly on his thighs to keep them apart so she could work. Faster and faster she drove his cock into her throat, all the while going, "MMM! MMM! MMM! MMM! MMM!!"

"N...Not...bad..." grunted the Human, as he felt his balls beginning to unleash their loads! The slutty nurse smiled around her stuffed mouth, took him to the back of her throat, and started gulping, allowing the stimulation of her throat muscles all along his cock to push him over the edge. Alex grabbed her by the back of the head and held her down as he filled her stomach with Man-seed, while her eyes rolled back and she experienced her own climax from being treated like a whore! Only after she had drained his balls did he allow her to come up for air, yet she paused for a moment after she was freed to give him a few more sucks and to show that air was for newbie cocksuckers!

She slooowly pulled his slimy cock out her throat, threw her head back, and made a show of swallowing and moaning, then opened her eyes and turned the full force of her baby blues up at him. He met her gaze for a moment, smiled...and then pushed her away. From her position on the floor, she stared up at him and stammered, "W...Wait! What?! I...I thought you said if I did a good job you'd..."

"I said 'if I feel like it.'" He frowned at her. "I don't."

She continued to stare as her bottom lip began trembling. In a small voice, she whispered, "...you...can't do this. You can't treat me like...a...slut..."

He leaned down into her face as she shrank back. "You are a slut."

She wasn't ready to give up. "What...what must I...do...to change your mind?" Alex sat back and replaced the towel on his lap.

"You'll think of something."

She looked up at him with her eyes sparkling. "Nopony has ever been so...assertive with me like this before..." She got to her hooves, slowly walked forward, then placed her head on his feet. "I'm...yours...if you'll have me...Human..."

Alex stared down at her for some moments as she lay there waiting. Then, he tossed the towel aside, knocked her nurse's cap off, grabbed her by her mane with one hand, picked her up by it as she gasped, and set her on his lap. He could feel her trembling as she looked down between her spread legs and felt his erect cock pressing up against her sex and between her tits, then she turned frightened eyes up at him. They locked gazes on each other as he lifted her under her arms until his cock was pointed at her cunt, then she closed her eyes and moaned as she slid down, taking every inch of him up into her needy hole. He then ripped the net that was holding her mane together off, so that it flowed freely about her shoulders, then leaned back and uttered one command:

"Begin."

"Oh...YES!" she moaned as she placed her front hooves on his chest and started bouncing up and down on his lap...then as her tongue lolled out she ground her hips in a circle then bounced some more, getting him as deep inside her as she could! "Sho...DEEP...sho...THICK...I...LOVE...IT..." with each bounce. She wrapped her hooves around his neck and plunged her tongue into his mouth as she circled her hips once more, as Alex grabbed her by her plump, luscious ass and squeezed. She felt the warmth beginning to spread from his hands into her body...not as intense as when he'd touched her hoof, but still amazing! "Oh! Oh! Oh! I'm cumming! I'm cumming AGAIN!" And that was when he relented, reached up, and tightly gripped her by BOTH of her front hooves, which drove her INSANE!

"AAAAAAAAAAhhhhhhOOOOOOOOOOHHHHHaaaaaaaaHHHHHHHHAAAAAAAAAaaaa!!...ahhh!...ahhh!...ahhhhhh..." convulsing and shaking, as she felt his cum filling her insides and further threatening to break her mind. She fell against his chest completely worn out and helpless, without an ounce of strength left.

With her head against his chest and her heart still pounding, she managed, "Th...Thank you...Human..." He smiled to himself as he hugged her to his body, then corrected her.

"Call me Alex, slut." Another shiver went through her at this, and then she smiled and snuggled further against him.

"Yes. Yes, I am. For you."

Bon Bon slammed her hoof on the bar and yelled, "Berry! Gimme 'nother!" She frowned at her empty mug (one of several!) in front of her, picked it up, peered into it, and then turned it upside down. A single, golden drop of ale spilled out as she caught it on her tongue. Then, she slammed the mug down and yelled, "Berry!"

The owner of The Maiden's Hoof, one of several taverns in this growing Town, took her time wiping down one end of the rustic, wooden bartop, considering. Finally, she took a clean mug, went over to the tap and filled it, then slid it over to her boisterous customer. "That's the last one, Bonnie...I'm sorry..." The Earth mare snorted and started gulping her ale, as Berry watched her with a worried expression. As a bar owner, barkeep, and former drunk, Berry was well aware of the signs of somepony trying to "drink their troubles away," and she was also well aware of how futile it was to try. Or to be the one to talk some sense into them.

Still...

Wiping her way down the counter, she stopped in front of her and said, "Whatever it is, you're not going to find in the bottom of those mugs." Bon Bon gave her a sullen look over the rim of her mug and kept drinking. Tipping it up and leaning her head back, she went, "...aaaahhh..." then slammed it back down on the bar. She gave Berry a bleary gaze, wobbled a bit, then belched. She raised her hoof and opened her mouth, but just before she could well...speak...Berry shook her head.

"No." Berry stared straight into her eyes, and nodded at the mug. "I said that was your last one, and I meant it." She leaned closer. "Go. Home." Bon Bon tried speaking again, but Berry shook her head and pointed to the door. Bonnie slowly put her hoof down, then slid off the barstool. Staggering through the door, she gave Berry a sour look over her shoulder then pushed her way out. But as soon as the door was closed, she straightened up, frowned, and then made her way steadily and without misstep home.

It was time to talk to Lyra.

The only sound was the ticking of the clock on the far wall, and the occasional rustling of the ponies in the room. Big Mac was seated on the couch, holding a beer, while Fluttershy had chosen to remain upstairs, even though her giggles could still be heard after she'd taken one look at the tableu downstairs, then fled back to the bedroom. Pinkie sat back in her ease in Alex's recliner, as she sipped some tea while unabashedly smiling at Twilight and Rainbow.

Rainbow shifted slightly in her bonds and groused, "...so, how long are you gonna keep us tied up, Pinkie? We can't stay like this forever!" She and Twilight had been bound by ropes to two of Alex's dining chairs, and were currently on opposite sides of the room, facing away from each other.

Pinkie smiled and took another casual sip of her tea, then remarked, "As soon as you both calm down; you stop doing stupid things, and Twilight stops trying to strangle you."

Twilight shouted, "I'm calm! I'm perfectly in control, Pinkie! Now, release me, and I promise I won't try to murder a certain mare who, despite every warning, did the dumbest thing she could possibly do, and turned into a freak!!" She struggled against the ropes and added, "And while we're on the subject, just how did you manage to tie us both up like this?!"

Pinkie laughed. "Oh, Twilight! What a silly question!" She turned to Mac and smiled, as he hastily shoved a conspicuous pile of rope behind the couch he was sitting on and blushed. "I have my sources!" Pinkie finished with another grin, as she took another leisurely sip of her overly-sugared tea. "Now then, since I have both of your undivided attention, (giggle!) let's discuss our next move!"

Rainbow looked over at Mac, gulped, and asked, "Umm...sex?"

"NO, you idiot!" yelled Twilight. She struggled all the more fiercely against her bonds, and cried out, "Let me go! She's hopeless! The only solution is to beat what's left of her brains out! AHHHHHH!!!" Just as Pinkie was rushing over to try and calm her, there was a knock on the door, and all inside froze.

Pinkie looked around at everypony, then shrugged and went to the door. Opening it a crack, she peered out and asked, "Yes? Can I help you?"

The nurse looked up at her with wide eyes. "I...heard yelling. Is...everything alright in there?"

Pinkie tried to smile. "Y...Yes! Of course! Everything is completely normal, with nopony tied up or anything else like that out of the ordinary! Why would you think that?!"

"T...Tied up? I wasn't thinking..." the nurse faltered, then said, "I was sent to find Princess Twilight and tell her about Miss Hooves' condition. That...alien...said she would be here."

Pinkie's eyes grew wide. "Derpy? What happened to her?!"

"I don't know all the details, but it seems she was injured in a fight with a transformed pony...Lyra, I believe. The Human asked for the Princess to meet him at the hospital." She tried to peer around the pink pony. "Is she here?"

"Wait just a second!" cried Pinkie as she slammed the door. The nurse stood there for a moment, then set her ear to the door. She heard muffled shouts, the sounds of a scuffle, what sounded like somepony yelling, "nonononononono!" and then a loud >SMACK!!< ...followed by complete silence. She jumped back as the door opened and Pinkie and the Princess Herself were revealed. The Princess was rubbing one hoof with a satisfied look on her face.

"Let's go," she tersely spoke, as the nurse turned and galloped back to the hospital, with Twilight and Pinkie in pursuit. Back inside the house, Mac was placing a wet cloth over Rainbow's blackened and rapidly swelling eye. She was still tied to the chair as she looked up at him with her one good eye.

"Do you think...she's still mad at me?"

The first sound Bon Bon heard when she entered the Shoppe was somepony quietly weeping. Her heart gave a guilty lurch, and then she swallowed past a dry throat and slowly made her way to the stairs. As she passed through the kitchen, she felt a brief sense of alarm as her practiced eye told her a fight had happened here, and quite recently. The table was askew, there were signs of an impact on the wall...and worst of all, she detected the faint but unmistakable scent of...blood. Her eyes grew wide once that scent hit her nose, and she cried out, "Lyra! I'm coming!" as she rushed up the stairs. Shoving the bedroom door open, she saw her still changed marefriend lying on their bed, and just rising to a sitting position as she flew through the door. Bon Bon wildly scanned her face and body and cried, "Lyra? What happened?! Are you hurt?!"

The transformed pony twisted away from her and hung her head. "No...I wasn't the one who was hurt..." She turned eyes still full of tears to her and whispered, "It was Derpy...and it was my fault."

Bon Bon felt a rush of relief, quickly followed by concern for the mailmare. She climbed up onto the bed next to Lyra and said, "Do you...want to talk about it? What exactly happened?"

Lyra wiped her face with the back of a hand, then stared down at it with a frown. "I had a...bad moment...after you left," she began, "...and Derpy stopped me." She met her marefriend's gaze briefly and then looked away again. "Alex picked her up and carried her to the hospital...so I went there to see her. The doctor said she was stable but he wouldn't let me see her." Another tear spilled down her cheek as she quietly said, "I never meant for anypony else to get hurt...but I don't know what would have happened...what I would have done...if she hadn't been here."

"Oh, Lyra! I'm so, SO sorry..." whispered Bonnie as she shed tears of her own. She held out a hoof, beginning to place it on her lover's shoulder, but then thought better of it and drew it back. "I...just want you to know I'm...very sorry I freaked out as I did...and that nothing has changed between us." Lyra drew a sharp breath and turned to face her fully.

"You...mean that? You...don't see me as a...freak?" Bon Bon smiled and shook her head.

"NO, love, I don't see you as a freak. But...what frightened me was the idea of you and I becoming...intimate...at that moment, knowing the danger involved if I were to be...changed...by you..."

Lyra's eyes grew wide, and then she slapped herself on the forehead. "Of course! How could I have forgotten?!" She leapt to her feet and said, "We need to get Alex, so he can change you safely!" Then she stopped, and her face fell as an errant thought hit her. "That is...unless you don't want to be changed?"

Bonnie smiled up at her. "Of COURSE I do! I told you, after the both of us sampled his "touch" how eager I was to get him back here!" She turned to the door and added, "Let's get that meat for him, and then I finally get his "meat!"

Roseluck had learned of the crowd that had followed Alex when he made his desperate run through town while carrying the unconscious Derpy, having heard the commotion from her home. She'd followed soon after, and then milled about on the outskirts, listening to the conversations around her as ponies expressed their renewed mistrust of the alien, and how many were blaming him for the mailmare's injuries. She knew that couldn't be true, for due to all of her spywork on him she knew him to be a decent and trustworthy creature, yet she saw this situation as an opportunity! So...she kept her true thoughts to herself, and considered how best to enter the hospital unnoticed, or at least without arousing suspicion, until she could find him somewhere inside.

Then...she came up with...A PLAN...

"Why won't they allow us to see the alien?!" she shouted. "Let's all go in, and demand they bring him out!" The herd, which was already restless and suspicious, became unruly, as many echoed her "demand" and began to crowd the doors. The hospital staff, already outnumbered, called up every guard and focused their attention on trying to keep the herd out at the front...which drew their vigilance away from the back. Rose smiled to herself, then slipped around to the back of the hospital. Being the hypochondriac she and her sisters were, from their frequent visits to the hospital she knew it like the back of her hoof...and therefore knew which doors were easily opened. Once inside, she quickly made her way to a patients' linen closet, donned a spare gown and mask, then quietly began checking rooms.

After about ten minutes of searching, she finally found her target in one of the family waiting rooms. Her heart raced once she'd slowly opened the door and saw him lying back on one of the recliners...yet he was not alone! Lying on his chest, with a thoroughly satisfied look on her sleeping face, was that bitch of a nurse Snowheart! She backed out of the room and ducked into an adjoining one, trying to come up with a new plan. There was no telling how that slut would react if she'd seen her, so she couldn't risk it!

And that was when her problem was solved for her, as a tense voice called out over the intercom, "To all personnel! Please report to the front of the hospital! We have a situation!" Rose went to the door, opened it a crack and peered out. In a few minutes, she saw Snowheart stumble out of the room while trying to repair her mane, and then disappear down the hall.

Perfect...

Drawing a deep breath, she quickly exited her hiding place, and then placed a hoof on the Human's door. Her heart beating like a drum solo, she closed her eyes and pushed it open.

There he was.

AT LAST...

By the time Twilight and Pinkie made it through the crowd, checked on the now peacefully sleeping Derpy, and were directed to the room where Alex was still waiting, they opened the door and stopped when they saw his...face.

He was staring at the floor (while almost naked) with a stunned look on his face, so they exchanged a worried expression and ventured up to him.

"A...Alex? Are you...okay? What's wrong?" Twilight placed a hoof on his bare knee as she spoke, which made him jump slightly as he looked up at her. As he met her eyes, and then Pinkie's, he smiled wanly and explained.

"I just...had the weirdest conversation I have ever had in my life...."

Twilight looked around. "With...who?"

Alex sat back and drew a deep breath. "One of those flower-sellers...named Rose, I think she said." He looked down at Twilight and frowned. "She...asked me if I could...chase her..."

Twilight shared another look with Pinkie. "'Chase her?' You mean...as a 'hunter?'" Alex nodded.

"Yeah...and not just as a hunter...but...she asked me not to say any further details."

Pinkie piped up. "You don't need to say anything, Alex. I know Roseluck...probably more than I should, so I have an idea what she wants." She leaned it closer. "The question is: are you comfortable with doing as she asked?"

Alex looked at Pinkie and then looked away. "I'm...not sure. I told her I'd have to think about it, and I'd let her know." Just as they were about to further question him, the door opened again, and in walked Lyra, followed by Bon Bon. All the mares' sensitive noses immediately picked up the smell of the meat in Bon Bon's saddlebags, and so the two's intentions were quite clear! Bon Bon broke the ice.

"Alex? We need to talk."

Almost since the first month he'd arrived in Equestria, not a day had gone by when Alex had not been in a state of near-arousal. Some days were easier than others, for those were days he kept to himself and seldom went out. But any day he had to leave his home and interact with the locals was...a challenge...for then he was greeted by the sight of Just. So. Many. Fine. Asses!

After so much time, he thought he'd get used to seeing all of the mares' naked, round, soft asses...healthy tits, sweet smiles, flowing manes...but if anything, his attraction to them appeared to only grow stronger! And his libido seemed to match, as well as his sperm production! Living in this world had affected his body in more ways than one, for on (his!) Earth he'd never been able to last as long as he did in bed, nor be able to satisfy so many girls one after the other after the other in so short a time!

So that was why, after being escorted through the herd at the hospital by Princess Twilight, making it back to Bon Bon and Lyra's Sweet Shoppe, and devouring a huge chunk of meat, he was able to fuck the brains out of Bon Bon, Twilight, and Pinkie...

"Oh..my GAWD!!" All FOUR of the mares screamed and thrashed about on the bed once Alex had eaten the meat, for the power of his touch became amplified once more and radiated outward, affecting even the transformed Lyra.

Shouting to make himself heard, Alex cried out, "Should I stop?! I don't want to hurt any of you!"

Whether it was her Alicorn strength, or just plain horniness, Twilight grit her teeth and grunted, "D...don't y...you...DARE...stop!" She turned and presented herself, spread her back legs, flipped her tail up, and arched her back while looking lustfully over her shoulder at him with her eyes crossed! "St...stick th...that...c..c...cock...in...m...me...NOW!" As he grabbed her and lined his throbbing cock up with her pussy, she threw back her head and howled, while the other mares tumbled off the bed and put some distance between themselves and the Human until they could regain control over themselves!

No sooner had Alex plunged inside her than Twilight's eyes went pure white! Her magic radiated outward from her horn and lifted the both of them off of the bed, as their bodies shook from the intensity of the immediate ORGASM, while Alex's eyes also went white! He threw back his head and roared as he was being drained, and he could feel his enhanced touch being pulled out of him and into the diminutive mare's body, while the others shielded their eyes from the brightness of the magical display.

When they opened them, they looked to the bed, only to see two Humans lying there, one with a long purple mane, GIANT tits...and one other feature none was expecting.

Her hands had six fingers.

With the appearance of the transformed Applejack running through the middle of the Town earlier that day, and the accusations of the Human hurting one of their own, further news of the "afflicted" ponies was spreading like wildfire, causing mixed reactions among the population. Some, like those mares still camped out at Alex's home, were unbothered by the rumors and were waiting and eager for a chance to sample Human dick! Others simply chalked it up to the weirdness that came with living in a place that had the Six Element Bearers, an Alicorn Princess, and PINKIE, but among the rest, there was a growing fear, which could turn into outright panic.

Fully cognizant of Celestia's veiled threat concerning their prior treatment of the Human, this growing number of ponies banded together to discuss their best options, although they knew trying to get rid of the Human was off the table. Still, something had to be done! Or else, they ALL might end up becoming two-legged, unnatural freaks!

Gathering in the basement of the Town Hall, sneaking in by ones and twos as to throw off suspicion, the place soon became crowded with anxious ponies all chattering together at once, all exchanging the most dire rumors, gossip, or outright lies they'd heard. "The alien dragged that mailmare into that crazy Human-lover Lyra's candy shop! I saw it with my own eyes!" one pony whispered. Another: "I saw what that apple-seller turned into! I've been buying apples from her for years, but she ran right past me, and didn't even recognize me! Her mind must be broken along with her body!" "I heard that this is all Princess Celestia's plan! That She wants to turn us ALL into Humans!!"

At this, there was a loud cry of both fear and rage. "That's right!" another mare shouted, rising to her hooves. "You all heard how She defended that alien...that...that...FREAK!" She placed a hoof angrily against her chest. "WE are the Ruling creatures of this Land! So what if Humans once existed here?! They don't now, and I say, good riddance!!"

From the back, a lone pony cried out. "But, what can we do?" At this, the one who had shouted turned and looked at him, then grimly smiled.

"There's only one thing we can do..." She looked around the herd, ensuring she had their full and complete attention. From the looks on their faces, they knew what she was about to say, but they needed to hear it anyway.

"We kill him."

Author's Note

This version of slutty Nurse Snowheart is on loan and is brought to you courtesy of Pillowfight!

Be sure to check out his stories!