The Change!

"Twilight! Come back! I was just kidding!" yelled Rainbow, to her friend's retreating form. The Six had been having a lovely early Autumn picnic out in the middle of Ponyville Park, when the subject of stallions had invariably come up.

"Girth!" Pinkie had replied cheerfully, her mouth stuffed with cake. "I just love it when a guy can spread me wide, and stretch me out!" She bounced in place as she knelt, making her curls (and her tits) jiggle. "It's so much fun!" Rainbow smirked and turned to Applejack.

"And how about you, cowpony? What kind of fun do you like about stallions?" The blonde mare took a careful sip of her cider before answering.

"Cum. Delicious, tasty cum. Loads of it. Enuff ta make me gag, an then some!" She took another sip before adding, "Ah also luv it in mah ass." This caused Twilight to spit out her drink and begin choking. Fluttershy, who sat nearest to her, smacked her on the back, being careful of her wings.

"Are you okay, Twilight?" she asked.

Twilight took a few moments to compose herself, then managed, "Y...yes, I'm alright." She stared up at Applejack, who cooly returned her gaze. "Applejack! Doesn't that...hurt?"

Applejack shrugged. "It's a good kinda hurt. An it gits better an better wit each pump. When yer wit a stallion who's got a big dick an who knows what he's doin', it's pure Heaven!" All around her, the mares were nodding, even Fluttershy and Rainbow!

Twilight stared at them all. "Wait...every one of you know about this?! Even you, Fluttershy?!"

Now it was Fluttershy's turn to shrug. "I like male company," she quietly offered.

Twilight shook her head in disbelief and finally looked at Dash. "And you? I...I thought you...were...not into ...males?" she sheepishly queried. Rainbow gave a hearty laugh at this.

"Oh, Twi! I'm into anything with a pulse! You oughtta know that, given how long we've known each other!" Her eyes took on a dreamy look as she added, " And I just looove a big, hard, stiff dick pounding me until I can't see straight! Just ask Thunderlane!" Then she also gave a surreptitious smirk at Applejack, who briefly met her gaze and then looked away, smiling herself.

Twilight sat up, her back ramrod straight. "Well! It would seem I have some catching up to do!" She looked down at herself, noting her own B-cup breasts, and silently compared herself to divas like Rarity and Fluttershy. But she stared a bit too long, long enough for Rarity to notice.

"Darling, why are you staring at my tits? You do know that's not all that's needed to get a stallion's attention, correct?"

Twilight startled and jerked her eyes upward. "I wasn't staring!" her face turning an interesting shade of red. "But...what else is needed?"

Rarity waved a hand airily. "Oh, sweetie, it's all about attitude!" She looked around the Park until she spotted some stallions playing an impromptu game of football off in the distance. Getting to her feet, she smiled at her friend and said, "Now watch me!" They all watched as she bounced and jiggled her way over to the group of men, then simply stood there and waited. After a very short time, one by one they all stopped playing and came up to her and started talking. They could see her giggling and running her fingers through her mane, then she turned and pointed over her shoulder to her group of friends. The stallions all looked over at Twilight and Company, then they all got huge smiles on their faces. Rarity took the biggest one by the hand and led him back to her party, followed by the others. "Ladies!" began Rarity. "These gentlestallions would like very much to join our picnic! Won't you please welcome them?"

Applejack was the first to respond. After undoing the top buttons of her shirt and sticking her generous C-cup chest out, she smiled up at them and said, "Well, howdy! C'mon an' sit next to me, big fella!" to one of the stallions, who after getting over being stunned by the sight of her freckled boobs, sat awkwardly down. Applejack leaned in close to him, took one of the desserts, and slowly licked the frosting off, her sultry gaze never leaving him. "Do ya like...apples?" she whispered. He could barely nod as she smiled and brought the turnover up to his lips. After he took a careful bite, she closed the distance with her mouth and kissed him, then whispered, "Ah'm an Apple..."

While this was going on, two stallions seated themselves next to Rarity, who was openly flirting with them both, then two had sidled up to Pinkie, who promptly glomped one down to the blanket and began kissing him, getting frosting and cake crumbs all over his mouth, but he didn't seem to mind! She then reached up and grabbed the other by his t-shirt collar and pulled him down onto his back into the pile, went, "Stallions! Wheeee!" and started shoving her tongue down his throat as well, while she straddled the other and ground her crotch (in her tiny pink short-shorts) against his lap.

Twilight, who had yet to be chosen, glared at Pinkie and yelled, "Pinkie! We're in public!"

But Pinkie was now nearly drunk on male pheromones! She stopped kissing and grinding on her helpless, dazed playthings, (who by now were both sporting rock-hard tents in their athletic shorts) then gave them both a face-full of sweet, soft, hard-nippled boob as she hugged them by their heads to her ample chest. She folded her ears back, returned Twilight's glare, and through gritted teeth snarled, "MINE!" then went back to her sexy business. Embarrassed, (and more than a little turned on!) Twilight looked around for any families within sight of the scene that was quickly becoming 'X-rated.' Even though none were close by, she used her magic to encase them all in a dome shield that not only hid them all from view but also muffled sounds.

As the last two stallions were standing there drooling over Pinkie's "affection" with her playmates, and while Twilight was distracted putting up the shield, Dash kept her eyes on them, leaned over to Fluttershy, and whispered, "Flight school?"

Fluttershy startled and looked sharply at her friend, then grew a knowing smile and nodded. "Flight school." She and Dash then drew close to each other, cheek to cheek, and lightly drew their fingers over each others' breasts. They turned their faces to each other and kissed passionately, then, still cheek to cheek, turned again and locked their smoky gazes on the stallions, still running their hands over each others' boobs. They now had the guys' full and complete attention, and while Rainbow's tits couldn't compare to her butter-yellow friend's, she extended a leg and arched her back, drawing attention to her magnificent ass. The fact that she was wearing skin-tight, black knee-length leggings only emphasized her sweet curves. Both mares then crooked their index fingers at them and beckoned them hither.

Yep!

As they both sat down, one next to Dash and the other with Fluttershy, Twilight finally noticed and frowned. How the HECK did she get left out...again?! She looked over at Applejack, whose shirt had just somehow come off one shoulder as she giggled and played with her guy, then Rarity, who to her shock was now completely topless, on her back with her tongue down the throat of one stallion as the other was sucking on a breast, while she looked like she was having the time of her life! She pointedly refused to look at Pinkie, who was long done with kissing and had moved...lower...then she glowered over at Dash and Fluttershy. Dash noticed Twilight's glare as she was flirting with her stallion and smirked, "Sorry, Twi...you snooze, you lose!"

That! Pooping! Did it!

She got to her feet and stormed off, ignoring Dash's apology.

She was still steaming when she reached the Library! She kicked the door open, then slammed it shut, and went straight up to her room. She paced back and forth, reliving each and every frustrating moment. Rainbow's smug smirk! Rarity hogging two stallions to herself! And Pinkie! She didn't even want to think about Pinkie, who, just as she was leaving, had made one of her stallions reach climax as she'd suckled his...his...penis! Right in public! Twilight ground her teeth as she remembered both the male's satisfied, drawn-out moan and Pinkie's delighted, "MMMMMMM!" as she was shamelessly swallowing and slurping! As if his semen was the tastiest treat she'd ever had in her mouth! Here she stopped pacing and paused. It...it couldn't taste that good, could it? Then she remembered what Applejack had said about it, and had to reconsider. At least her friend Applejack had the decency to choose only ONE guy for herself! Though by now, she was probably enjoying his..."cock!"...in her..."ass!" Twilight put her hands to her cheeks as she thought these naughty words, trying to hide her blush, even though she was alone.

Twilight went over to her full-length mirror and stared at her reflection. I'm certainly not ugly...but maybe...I could stand to change some things about myself... She brought her hands up to her breasts and hefted them. True, they weren't as big or inviting as Rarity's or even Fluttershy's, but she wasn't flat-chested either. She turned in the mirror to get a look at her butt. She'd always been on the small side, having entered Celestia's School for Gifted Unicorns at an early age, so she'd developed later than all her classmates. None of these things had ever bothered her before, as focused as she'd been on her schoolwork, but now that she was out in the real world, and had made friends away from the ultra-conservative city of Canterlot, she was seeing a very new side to life.

A sexy side!

While she'd heard rumors of Canterlot having a..."red-light" district, residents there mostly kept their more...hmm...sensual activities to themselves. Such was not the case here in Ponyville, as she'd soon discovered. Founded by Earth ponies, the town still mostly observed the Earth pony views toward sex: as long as two (or more!) adults were consenting, then go nuts! She couldn't count the number of times she'd been out at the Market, or at Sugarcube Corner, or even on the way to visiting Fluttershy's cottage when she hadn't overheard more than a few openly discussing their bedroom activities! Most times, she'd blushed and hurriedly finished her shopping and left, her ears ringing. But she'd heard enough to pick up on a common complaint: there simply weren't enough stallions in the town to satisfy all the mares that wanted one. So it was those who were the most attractive that received the most attention, and that usually translated to large breasts, large butts, tiny waists, and pouty lips. Twilight sighed as she continued to stare at herself in the mirror. So basically, if she wanted to get her share of male attention in this town, she'd have to look like a...a...bimbo!

Then a wicked grin spread across her face as a crazy plan birthed itself in her brain. With her extensive knowledge of both magic and alchemy, and having access to one of the best-equipped laboratories this side of Canterlot, such a thing was doable. Her grin grew wider.

I can do it! They'll think me mad, but I'll show them! I'll show them all!!

Outside, a thundercloud appeared over the Golden Oaks Library as lightning struck and the thunder rolled, while the residents of Ponyville all paused and shuddered at the sound of maniacal laughter and ominous organ music coming from the middle of Town.