Twilight licked her lips as she continued down the street leaving a group of stallions laying in an alley with goofy grins on their faces. She considered casting a spell to have them go and join the herd. But decided to simply leave them thinking a random slut had given them the time of their lives.

"You know. I was against the idea of joining the herd at first." She told the stallion that had joined her on her mission. "But the more I think about it. The more I actually like the idea." She stopped as she spotted Capper. "And I think I found our next member."

Looking around, the tomcat smiled, spotting Twilight. He rushed over to say HI. But as soon as he saw her new look, he slid to a stop falling onto his back. "T...Twilight? What happened to you?"

She smiled and moved over to hover over him. "Joined a herd and got a new look. You like it?" She replied.

Gulping, he slowly nodded. "It'll take some getting used to… but it's nice… you are still you… right?"

Twilight shrugged and sat on his hip, grinding on his crotch a little. "Well… I do have a stronger sex drive. And new magic to get used to." She replied. "But I promise it's still me."

"So…ummm… do you think you can get up? You're kinda… you know."

Twilight sighed and rolled her eyes. "Fine. But you have to come and join the herd."

He thought for a moment. "Are the other girls there?"

"Unless they're taking care of something for our alpha. They should be." Twilight replied, getting off him. "Oh and fair warning. They don't look like they did the last time we met." She motioned for the stallion to help him up before turning to return home. "Sorry if I didn't help you with my magic. I didn't want to risk… influencing you in any way." Capper nodded thankfully as he got up and followed them.

Scootaloo followed Spitfire and smiled at seeing her menter's team waiting. Smirking, she motioned to Spitfire to lock the exits.

Seeing their leader lock them in, the team looked at each other then at the approaching mare.

"So… who wants to be first to join the herd?" Scootaloo asked, licking her lips. "I promise to make it… enjoyable."

Gulping Thunderlane stepped forward. "Scootaloo?"

"That's me." She giggled, eyeing him over as they approached each other.

"How's Dash?" He asked, trying to keep from backing down.

"She's fine." Scootaloo replied, moving around him. "I see why Dash has a collection of calendars of your guys." She licked his balls before giving them a nip.

Stepping back she watched as his balls swelled and knew the rest of him was soon to follow. "While that's taking effect, I think I should see about the others." Scootaloo giggled seeing the collection of wings standing erect. "So? Who wants to be next?"

Fleetfoot stepped forward and bowed. "I… I'd like to join." She said softly.

Scootaloo smiled. This was going to take a while, but it was going to be fun forming her team.

Braeburn made his way to the end of town where Captain Celaeno, an interesting looking red coated dog standing on two legs, and… Fizzlepop Berrytwist?

Braeburn cleared his throat as he approached the group. "Howdy. Welcome to Ponyville."

Celaeno turned and smiled. "Hi. Have you seen Rainbow? I was hoping to catch up with her and introduce her to my new friend." She said motioning to the dog.

"Names Lucky." He said with a bow. "I'ma diamond dog. Though personally I think the proper term should be a diamond fox." He laughed.

The two females joined the laugh. "And I'd like to get caught up with Twilight."

Braeburn thought for a moment before nodding. "Luckily I know where they are. But we'll need to make a quick pitstop first." Shrugging the three nods and followed him as the stallion led them down the street to where Scootaloo had set up her recruitment station.

As he led them down the back street, Braeburn smiled to himself knowing he was doing a good job at following his mistresses' orders.

Trixie stumbled into the throne room and bowed to Spike and the dark figure. "Looks like your slut is ready for her stuffing." The figure hissed. "And you're growing well."

"Spike… want…" the dragon growled lazily, as he slowly rolled onto his back.

"You heard him slut." The figure snapped at the mare. "Get up there and pleasure your superior."

Trixie whimpered and carefully climbed onto the large dragon. Gulping, she went to work to try and pleasure him.

FrostBite laid back as Sweetie sat on top of him moaning as she rocked back and forth with his dick logged in her. "So… full." She panted as she licked her lips.

"I'm glad to see you're feeling better Sweetie. But we should hurry up and join the others." FrostBite groaned as he fought the urge to thrust into her.

"Just a little bit longer?" She asked.

Narrowing his eyes at her, he smirked. "If we don't finish now. It'll be longer before you get another ride."

Blinking in realization Sweetie whimpered. "Will you at least fill me before we go?"

FrostBite grabbed her hip. "I plan to." With a hard thrust he started to pump her full of his "love".

Author's Note

Still need to think of nonbat things to make the other members of the night guard. Not to mention the other members of the herd I have yet to choose a transformation for.