Mistress's Downfall

by thriller1234519

6 - An Apple a Day

Previous ChapterNext Chapter

Author's Note

It should be noted that it is at this point the story begins to diverge from my original animation series on DeviantArt. As I was writing this chapter, I decided to take a more serious approach to the story going forward, though it will still at least roughly follow the same general path, and still have plenty of fun moments.


6 - An Apple a Day

The rest of the day passed without any notable incidents. Rarity kept herself occupied watching soap operas, Pinkie kept herself occupied planning a "Rarity finally changed back into Mistress" party, Fluttershy kept herself occupied by reading some romance novels, and Twilight kept track of the bimbos and remodeled everyone's rooms.

However, 'Logan' never went back home, for obvious reasons. One of his friends who didn't know Mistress personally, but knew where Logan had gone, came looking for him the following morning...


Jack was a 26 year old young man with brown hair and light skin. He wore a red jacket over his black shirt, and wore black pants. It was lucky he had the money to rent a boat for a couple days...
As he arrived at the island where Logan had vanished, he half expected to just see him sleeping on the sand. Jack had no idea why Logan came out to this specific island so often. It was completely uninhabited, aside from the wildlife and plants. Anchoring the boat he rented, he briefly considered calling 911 and letting the authorities handle this.

"Nah...Logan's probably just sleeping somewhere else on the island. I'll just look around, it's pretty small." Jack got out of his boat and began exploring the island...

Just as he was about to give up and call for help, he spotted a...door? Like a door to a fallout shelter. Maybe Logan was inside...? Running his hand along his firearm that he brought along just in case, he carefully ventured inside...


Jack was surprised to find the inside was well lit, electrical lights running along the ceiling! How did this place have power? He didn't see any power lines on his way over! This also meant that someone was living out here. He readied his handgun, hoping whoever it was, they were at least friendly...

"You there!"

Jack drew his pistol and aimed it around wildly! "W-Who's there!? Come out! I have a gun!"

Twilight knew she had to handle this situation quickly! Using the base's built in magic generators, she teleported the gun out of the intruder's hand and into a safe lock box! Jack was speechless! One second his gun was in his hand, and the next it was just gone!

The immediate threat dealt with, Twilight's hologram came down from the ceiling. "You need to get out of here Immediately! You'll be contaminated!"

Jack stared at the fucking HOLOGRAM in front of him for a moment, before remembering why he had even come in here in the first place. "W-Where's Logan!? I know he came to this island! What have you done with him!?"

Twilight gasped! "H-How do you know Logan? Was-er-IS he your friend?" Twilight silently cursed her programming for automatically using past tense to refer to Logan! Why did Rarity make it do that!? Twilight instantly fixed the minor bug, but the damage had already been done...

Jack went from frightened to angry in a heartbeat! "I'm sorry, WAS!? Where is he!? Tell me or I'm calling the cops!"

Twilight began to panic! If the police came here, they'd all be contaminated! "No! You can't bring the police here! They wouldn't understand! They'd all transform!"

Jack's mood flipped again to confused. "Transform...? Seriously, what happened to Logan!?"

Twilight knew this guy wouldn't believe her...then again, maybe he would? "Logan...isn't Logan anymore. He's um...well...do you know the TV show My Little Pony?"

Jack of course knew the show, being a brony, but he didn't see what that had to do with anything! "Well yeah, but what the hell does that have to do with anything...?"

Twilight couldn't believe her luck! This guy was one of those 'bronies'! Maybe she could get through to him! "Take a good look at me. Don't I look familiar to you?" for extra emphasis, Twilight gestured to the starburst symbol on her skirt.

Jack stared at the symbol, the gears turning in his head...before everything fell into place. "WHAT!? Sci-Twi!?"

Twilight smirked at him. Now she had his attention! "Actually, I just prefer Twilight. What's your name?"

"I'm Jack...Don't take this the wrong way, but are you really THE Twilight? Because Twilight isn't a hologram."

Twilight giggled. "No, I'm not THE Twilight! I'm just A Twilight. But seriously, you NEED to leave! Just being inside of this place will cause you to transform if you stay too long!"

Jack gulped. "I-Is that what happened to Logan...?"

Twilight looked downcast. Poor Jack..."I'm afraid so, yes. PLEASE do not tell anyone about this place. We're working on a way to fix it, but I can't promise anything..." how could she tell him that Logan was planning to stay as Fluttershy? There was just no way...

Jack had just one more question. A very important one. "Did he turn into an MLP character?"

Twilight supposed that he at least had the right to know Logan's fate..."...Yes, he did. Fluttershy, to be exact."

Jack made up his mind almost instantly. "I'm staying."

Twilight couldn't believe her sensors..."Um, I'm sorry, what? Are you saying you actually want to become a character from the show...? There's no guarantee we'll be able to turn you back, and your personality will be completely overwritten!"

Jack hesitated for only a few seconds. "...Yes. It's always been a dream of mine, even after all these years."

Twilight's hologram briefly mimicked a fish. "I...I better get Rarity..."

Jack's mouth dropped open! "Rarity's here!? Holy crap, she's my favorite~!"


A few minutes later, Rarity teleported several feet away from Jack, surprising him! "Whoa! That was awesome! Hey wait, Rarity can't teleport...can she?"

To say that Rarity was surprised when Twilight told her that a man was here, and he wanted to be transformed, was an understatement! It was extremely rare for even Mistress to find anyone actually willing to be transformed!

Realizing that she was just staring at him, Rarity sheepishly began speaking, "Er...well, let's just say that before I was Rarity, I was quite powerful. And most of my powers stayed with me after my transformation. But! That's not what's important right now. I understand you want to become, for lack of a better term, a pony girl?"

Jack had a silly grin on his face as he heard Rarity's actual voice in real life! "Yeah...I've always wanted to know how it would feel~...Oh, and could I stay human, please?" He was half convinced this was just an amazing dream, but he wasn't going to complain either way!

Seeing that he was serious, Rarity relaxed a bit. "What? Oh, of course, darling! It didn't mean a literal girl pony!" thank goodness she didn't turn David into an actual pony...things would be even more of a mess if she had!

Before she went through with this, Rarity needed to be absolutely certain Jack knew what he was getting into. "Now, are you...truly certain you want this? It'll take quite a bit of doing to change you back, in fact, I'm not even sure how to do it right now! So you should consider this a one way trip, so to speak..."

Jack knew this was his last chance to change his mind, presumably once the spell was cast, that would be it...
With a determined look on his face, Jack reaffirmed his conviction that he wanted this.

Rarity still felt a little conflicted...but then again, what would the harm be? She'd be making someone else happy, and gain another friend at the same time! Mistress was complaining about being lonely after all, and happened to be a fan of the show herself! Surely she would appreciate having two real life pony friends?

Her mind made up, Rarity slowly approached Jack. "Well...in that case, the least I can do is make sure you become whomever you want to be. One thing first, no...'copies', please. It would get confusing who's who, you know? Now, who would you like to become?"

Jack silently cursed his luck. He of course wanted to become Rarity, but it looked like that role was already taken..."Well...if I can't be Rarity...how about Applejack? She's my second favorite, plus I always loved how AJ and Rarity played off each other!"

Rarity allowed herself a small smile. "Applejack? Certainly! Just hold still for a moment." Even though she still planned to change herself back, she had to admit, having Applejack would certainly make things more interesting around here! Rarity raised her hand and thought about Applejack, then cast a small transformative spell...

Jack closed his eyes, silently saying goodbye to himself...Then opened them, only to discover that he hadn't changed at all. "...I guess it takes a while to start?"

Rarity smirked, placing a hand on her hip. "Yes, I suggest you get comfortable. Oh! One more very important thing! Until I can figure out WHY we are contagious, you MUSN'T leave. Can you imagine if this became an epidemic?"

Jack, for just a second, considered rushing out the door to spread pony magic all across the world...But then he came to his senses, realizing that most people wouldn't want this. "Yeah...that wouldn't be good...I'll stay here until you figure it out. Just...please try not to take too long?"

Rarity nodded, then turned to face Twilight. "Excellent! Now Twilight, be a dear and set up a room for our guest. I need to make sure Pinkie is doing alright." With that, Rarity teleported away.

Soon enough, Jack found himself standing in a near perfect replica of Applejack's room! He had no idea how they had managed to build it so fast, but he reasoned it was probably magic. The only thing in the room that was out of place was the large computer screen next to the entrance.

Twilight's avatar appeared on the screen. "Okay Jack, is there anything you need? Do you...want me to keep you company? While you change?"

Jack thought to himself for a moment..."...No, I think I'll be alright. I can't believe I'm gonna be Applejack! This is so exciting~!"

Twilight smiled before her avatar vanished from the screen. Normally, she would just silently monitor the room, but she shut off the camera feed, opting to only listen in on Jack. If anything went wrong, he could just yell for help. Besides, it had been at least 10 minutes since she last checked on the bimbos! She had to admit, she was beginning to really 'enjoy' watching them all day~...


Jack eagerly waited for the magic to start changing him, unaware that it had already started. As he admired the fine craftsmanship of the double bed in his new room, the magic slowly worked on his mind, subtly shifting his preferences and tastes to make the transformation go more smoothly...Once it was satisfied, it chose to cause Applejack's signature hat to appear on his head, further locking in the changes it had made to his brain!

Jack felt an odd, yet somehow familiar weight on his head! "Ooh~! This must be Applejack's hat! The changes must be starting~!" He tipped the hat back a bit, noticing how...natural it felt to wear it. "Whoa...I don't think I've ever worn a cowboy hat in my life, but...somehow, it's like an old friend..."

The magic sensed Jack's acceptance of the changes, and quickly went to work on his face! It first shrunk his nose, then it softened his jaw and brow...
"Mmm~...I can feel something!"
Meeting no resistance, the magic continued by turning his skin a light shade of yellow-orange, and turned his hair blonde! It then enlarged his eyes and turned them a pretty shade of green, as well as slightly lengthening his eyelashes! Finally, it added a few freckles onto his cheeks, completing the look!
"Ooh~! My skin looks so soft~..."

Jack was beside himself with joy and wonder, completely oblivious that his mind had already been significantly altered thanks to his eager acceptance of his changes! "Hmm...Maybe I should go watch the changes happen in that big mirror!"

No sooner than Jack got in front of the mirror did the magic begin lengthening his hair! Thanks to the lack of resistance, the change was very quick, in just a few seconds he had hair down to the middle of his back! Capitalizing on the momentum, it moved directly into his shoulders, narrowing them with a painless crunch!

"Wow! It's happening so fast!" since Jack's mind had already been altered to accept a more girlish body, he felt no fear or concern for his changing body, only joy at the fact that he was getting the body he always(?) wanted!

Not wasting a second, the magic quickly shrunk Jack's torso, but left the muscle intact! This actually increased his upper body strength, since the muscle was now more concentrated! Jack only grinned at the change, his altered mind well and truly accepting of what was happening...Deciding to push his limits, the magic flared, and absorbed his entire outfit, leaving him completely nude!

"O-Oooh...! I-I'm naked! Heh, I hope Twilight ain't watching..." Jack admired his penis for what he suspected would be the last time. He idly noted that he was kinda...attracted to it. Must be the magic! He supposed Applejack was straight after all...

The magic concentrated itself into his upper torso, steadily building up, until it caused a rapid expansion of breast flesh to practically explode out of Jack's chest~! The sheer pleasure of so many new nerves forming all at once caused him to orgasm on the spot, conveniently emptying his testicles! The magic took full advantage by sucking them back up into his pelvis, though it left the penis alone for the moment.

Jack let out a high pitched moan as he came, feeling his balls being sucked back inside him! "Unf~...It feels so dang good~...Oh! My voice! Ah sound just like Applejack~! Heh heh, sounds kinda funny hearin' HER voice comin' outta MY mouth!"

Jack took the opportunity to feel up his new boobs, he reckoned they were a C cup! Maybe not the biggest, but any bigger and they'd just get in the way. He had no idea how much his mind had already changed, how even a few of his memories were beginning to shift...

The magic continued its work, concentrating into his pelvis and slowly widening his hips with an audible grinding noise...It then moved into his penis, slowly but steadily shrinking it and converting it into a vagina...

Even though Jack had just barely orgasmed, he could feel another one comin' on...! But, this one was somehow different, like it was happening all over her body~...
"Mmm~...Feels so...soo...Aaaah~...!"
As she came again, feminine juices leaking down her thighs, her leg and stomach muscles became much more concentrated, leaving her MUCH stronger than before! Her legs also became longer, bringing her back up to her old height!

"W-Whoa...! Ah'm so tall now!" Jackie felt herself up, feeling amazingly strong and sexy, like some kinda Amazon! She was still completely oblivious to the fact that her mind was continuing to change, well past anything the others had experienced...

The magic took its stored energy and used a small amount of it to create Applejack's boots...
"Oh! My boots! Er, Ah mean Applejack's boots...."
The magic then crafted a pair of green panties, followed by her denim skirt, secured by an apple-themed belt...
"This just looks so darn familiar...Like Ah've dressed this way for years..."
Finally, the magic added her white shirt and green crop-top, after a bra of course, completing her outfit...
"Ah gotta admit, it's almost scary how comfortable it is wearin' Applejack's clothes..."

Applejack noticed she had forgotten to tie her hair, so she quickly did so with practiced ease. Then Jackie stared at herself in the mirror. She had just called herself Applejack...without even remembering who she was before! What was...happening...

The magic could sense a bit of resistance coming on, so it quickly concentrated itself into Applejack's mind, using the energy it normally would've used for the initial personality changes to slowly begin rewriting her memories to fit her new form...

Applejack could feel something funny goin' on in her head...like she was forgettin' all kinds of stuff, but rememberin' stuff at the same time? It was really hard to think about anythin' right now...Then it was over. Everythin' made sense again, except her memory of being on some island instead of home on the farm...


"Why...why am Ah even here...?" Applejack stared at the mirror, not completely sure why she was looking at herself. She looked fine!

Twilight was glad she had at least kept listening in on Jack...According to her files, all other 'MLP' transformations so far didn't disorient the victim to the point that they forgot why there were here!

Reasoning that 'Jack' would now at least prefer her new name, she used it. "Applejack? Are you okay?"

Applejack was not expecting to suddenly hear Twilight's voice in her own room! "What'n the - !? Twilight? Where are you?" didn't she know better than to just barge in?

"Over here, Applejack. On the screen?" Twilight was really getting worried now. Jack seemed completely surprised to see her...

Applejack was very surprised to see a fancy computer screen attached to her wall, with Twilight on it no less! "Uhh...Twi? Why're you on my wall?" Granny didn't like computers, she was gonna flip!

This was not good. Jack didn't even remember that this screen was here! Fearing the worst, Twilight asked directly, "...You do remember what just happened, right?"

At first Applejack was confused...why was Twilight asking her that? Then again, she had no idea where this screen came from, so clearly something weird was goin' on. "Let's see here...Ah woke up, got dressed, and checked myself in the mirror...then you suddenly showed up on this here screen on my wall." Best to just be honest.

Even though she technically didn't have one, Twilight felt her heart sink as she took in Jack's...No, Applejack's words.
She seemed to have absolutely NO memory of who she used to be! Alright, time to stop beating around the bush.

"Okay, try to focus AJ...What is your real name?" Twilight hoped she could maybe trigger the memories to resurface by prodding hard enough.

Applejack was definitely confused now, not to mention worried...This reminded her of that time Discord messed with all their heads, only worse! Twilight was worried Applejack didn't remember who she was! "Ah'm Applejack! Twilight, what's goin' on? Did Discord or someone mess with everyone's heads again!?"

Twilight decided to push as hard as she could without outright telling Applejack what happened. "Applejack, I want you to think as hard as you can. Does the name 'Jack' sound familiar at ALL?"

Applejack had no idea what was going on, but she did as Twilight said and thought as hard as she could. But it just wasn't ringing a bell. "...Sorry Twi. Ah have no idea who you're talkin' about. Also, ain't 'Jack' kinda short? Who'd name their son 'Jack'?" even though she didn't want Twilight to freak out even more, she knew she had to be honest with her.

Oh no...what would Rarity say...? Twilight knew she'd blame herself for this...It might not even be possible to change Applejack back at this point, it seemed like there was no trace of him left!
Wait...how would Applejack react to all this!? She probably thinks her family is downstairs! Applejack loves her family! What in the world have they done...

"Twi...? You're really startin' to scare me here! Just tell me what's going on, please!" Twilight looked sadly at Applejack...How could she tell her that she comes from a fictional TV show...? How could she tell her that her whole family wasn't here? Or that her home didn't even exist!?


"Oh Applejack...I don't even know where to begin...You should sit down for this." Applejack was REALLY scared now, but she still did what Twilight said and sat down on her bed.

"Twi...just please tell me our friends are okay." Applejack had a really bad feeling about this...

Twilight quietly locked the door, just in case Applejack freaked out. "Applejack...I really don't know how to tell you this without upsetting you a lot...so I'm just going to say it. You are...from a fictional world."

Applejack just stared at the screen as Twilight continued. "Everyone you think you know, besides me, Rarity, Pinkie, and Fluttershy, aren't real. And the only reason we're real is because of a messed up magic spell. You used to be a man named Jack, who was a fan of the TV show we're all from. He wanted to become you, but the spell went too far and...And now you don't remember ever being Jack at all."

Applejack looked at the floor...and then burst out laughing. "Ha-ha-ha-ha! Oh Twilight, you really had me scared there! Okay, ya got me! But seriously, don't do that again, okay? I thought something was really wrong. Also, could we get this screen outta here? You know Granny doesn't like computers."

Twilight just looked sadly at Applejack, having more or less expected this reaction. It would take a little more convincing for her to believe her. "*Sigh*...Applejack, you aren't really in your room, or even on the farm. You're in an underground bunker. That window over there is just a screen, like the one I'm on right now."

Now Applejack was getting mad. She was fine with a good natured prank, but this was going too far! "Twilight, I told ya to knock it off! This ain't funny no more!" When Twilight just looked sadly at her, Applejack started getting worried again..."Seriously! Stop it! What, do Ah have to stick my arm out the window or somethin'!?"

Applejack got up from sitting on her bed and walked over to her window and...touched glass. She tried to open it, but it wouldn't budge. She pulled harder and harder, until the window came off the wall, revealing some kind of metal underneath! "W-What the hay!? Twilight, what did ya do to my window!?"

Applejack ran over to her door and tried to open it, but it was locked! "Twilight, let me out! This is really goin' too far!"

Twilight just sighed, silently thanking what ever Rarity did to her programming that prevented her from getting truly upset. "Applejack, please...I'm not lying. Everything I said is 100% true, as much as I wish it wasn't now..."

Now Applejack was furious! If there was one thing she couldn't stand, it was lies! She marched up to the screen and pointed her finger at it. "Now you listen here, missy! You are gonna stop lyin' right now! Tell me what's really goin' on!"

Twilight quickly sent a text only message to Rarity informing her of the situation, suspecting that Applejack wasn't going to accept the situation, at least not without some property damage. "Applejack. I swear to you I am telling the truth. Wouldn't your ability to tell when someone's lying tell you that?"

Applejack leveled a dangerous glare at the screen. "Well, Ah know what's really goin' on now...You. Ain't. Twilight." Applejack proceeded to punch the screen as hard as she could, shattering it, while barely hurting her hand!

Applejack started breaking down her door, which was a lot harder than she thought it would be. 'Twilight' kept on talkin' the whole time, probably through some kinda speaker hidden somewhere. Applejack didn't know what was going on, but she definitely wasn't gonna listen to no fake Twilight! Finally busting down the door by kicking it, she rushed out of her room -

Metal walls. A long hallway leading in both directions. She WAS in some kinda bunker! Just as she was about to run to the left, she spotted Rarity comin' from that way! No...that wasn't really Rarity. She couldn't trust anything she saw in here! Applejack completely ignored 'Rarity' calling out to her and ran the other way.

Rarity promptly teleported in front of her, causing Applejack to crash right into her! "Stay away from me, whoever you are! Ah'm gettin' outta here!" with that, Applejack was off running down the halls. She passed by a lot of doors, each one of them locked. Finally, she spotted a long staircase leading up. She bounded up the stairs three at a time, and shoved the door open...


She was on a beach...she was on an island...just like Twilight said she was. The reality of her situation came crashing down on her. The truth was, she could tell Twilight wasn't actually lying at the end there. She just couldn't believe it. Applejack fell to her knees, and began to shake...

"AAAAHHHG!!!"

Next Chapter