As if things couldn't get any more unlucky, the island had an unscheduled visitor coming as the girls were playing poker. Twilight would normally detect them, but simulating all four of her friends at once was was actually taking up a lot of resources, and since it was highly improbable that anyone else would be coming for at least the next hour, she decided to conserve her energy...

Max was a 27 year old man with black hair and tanned skin. He wore a green hoodie despite the heat, being skinny enough to actually need it. On his legs he wore blue jeans.

He saw the 2 boats anchored off the island and was hopeful that he would find his girlfriend Nomiko here! He knew that she went to an island somewhere out here, but there were a lot of islands. This was the 5th one he had been to. He had of course filed a missing person report, Nomiko's mother insisted that Nomiko would never be stupid enough to go to some island all alone. So, the police were busy searching the city for her, instead of the islands!

As Max search the island, he started to despair. What if he never found her!? What if something horrible had happened to her!? What if - whoa...what if she was inside that...bunker? Was it on old fallout shelter? Whatever, it was the most likely place she'd be, especially if she was in trouble or...or worse. He carefully and quietly entered the bunker...

And it just so happened that the poker game was just wrapping up at the same time, and the girls were heading back to their respective rooms...

Oh man, I really hope Nomiko's okay... Max thought to himself as he crept up to a corner. A corner that Applejack happened to be nearing from the other direction!

BONK!

Two heads collided as Max and Applejack rounded the corner at the same time! Both of them were knocked to the floor, dazed by the impact.

Applejack was the first to recover. "What in tarnation!? Who're you!?" Applejack shouted as she got to her feet!

Since Applejack was actually pretty normal looking for an Equestrian, Max saw nothing out of the ordinary, beyond the fact the western outfit of course. "Ah! I'm sorry! Um...is this your property?" Max asked, getting to his feet as well.

Surprised by the question, Applejack actually started to answer it. "Well, no but...Oh shoot! Did Ah touch you!?" She suddenly realized what had happened!

"Uh...you ran into me like a truck...I think that counts as touching." Max had no idea why the strange girl looked so upset as he confirmed her fears...

"Aww HAYSEED!" Applejack facepalmed! "Ah dun infected ya! Ah'm sorry..."

The magic stirred inside Max, gradually tinting his skin a light sky blue...

"Infected? You mean like a cold? I don't feel sick..." Max was worried now! Was this girl sick with something!?

"Eh heh...um...ya might wanna look at yer skin." Applejack tried her best to hide how upset she was, not wanting to freak him out too much.

Max looked at his hand in disbelief! "AH! I'm becoming a smurf! Help!"

Sensing extreme resistance, the magic chose to bide its time for now, steadily building itself up and trying to wear him down...

Applejack had no idea what a 'smurf' was, but she knew that he wasn't becoming one. "Um...not quite. Lemme give ya the lowdown..."

Applejack explained how there was an out of control magic spell that had infected her, and a few others. It was turning anyone they touched into characters from a TV show, and changing their memories, at least sometimes.

"Somethin' about accpetin' the changes, at least that's what Twilight said. So, whatever you do, don't accept what's happenin' to ya! Unless you wanna end up like me, with a buncha fake memories of a family that doesn't really exist..." Applejack started to tear up a little as she thought of Applebloom...

Max was scared now. He didn't have any reason to doubt what she was saying since he had just turned blue for seemingly no reason! "U-Uh...any idea who I'm gonna become...? I don't know the show you're from..."

Applejack had a pretty good idea..."Well, Ah reckon you'll probably turn into RD. Rarity said we're all the 'Main six', and Ah remember bein' a hero with my 5 friends. The only one we're missin' is Rainbow, and she's got blue skin. So, yer gonna turn into a girl..."

"...WHAT!?"

Applejack instinctively backed up. "Ah said Ah was sorry! Wasn't MY fault ya came creepin' around! What're you doin' here, anyhow?"

Suddenly realizing that Nomiko might've fallen victim to this crazy spell, he desperately said, "I'm looking for my girlfriend! She's been missing for weeks! But now I'm kind of hoping she isn't here..."

Rarity had mentioned something about bimbos...maybe Nomiko was one of them? But...naw, Rarity wouldn't do somethin' like that! Still..."...Ah better take ya to Rarity."

Rarity was upset with Applejack, but according to both of their stories, this was a simple accident. She was also much more concerned about his reason for being here in the first place..."You say he's...looking for his girlfriend? But why would she be here?"

Max spoke before Applejack could get the chance to answer! "YES! Have you seen a girl named Nomiko Asahara? She's Japanese, and would probably be wearing a swimsuit or something if she came out here!"

Rarity instantly recognized the name...Nomiko came here by herself for a short vacation and happened to bump into Mistress when she was out for an evening stroll. Mistress saw her attractive body and selfishly took it for herself, reasoning that no one would ever figure out what happened...

I am beginning to think Mistress may be a villain...I know she's technically me, but...perhaps I shouldn't be trying to turn back? Food for thought later, for now I must try to right this wrong!

"She...may be here. Unfortunately, due to my current...condition, I am unable to go near anyone who is not already 'infected', as it were." Rarity didn't...no, couldn't admit that she had done something so horrible to an innocent girl...

Max was horrified to hear that Nomiko was on this cursed island! "Does that mean Nomiko was infected too!?"

Rarity couldn't handle the conflicting feelings running through her mind! She could feel Mistress trying to break free, but the magic was keeping her suppressed. The result was that Rarity's mind was gradually being twisted back into its original state, and she was trying her hardest to 'fix' Mistress in turn, but -

"Please, say something! Is Nomiko...O-One of you...?" Max pleaded!

She could deal with her own problems later. "No, at least as far as I know. If she's here, she's...fine, more or less. I'll have Twilight search for her. In the meantime, I suppose you can wait in the guest area." Rarity hated herself for this, but this man was already infected...she was hoping he would just forget about Nomiko...

Applejack knew what Rarity was doing. She considered calling her out, but...she knew Rarity was probably right. "Ah'll take ya. C'mon, this way..." Besides, Nomiko would probably be freaked out that her boyfriend was turnin' into a girl...

The 'guest area' really looked more like a waiting room than anything else. Rarity had yet to redecorate it, since she wasn't expecting any guests any time soon. Max soon found himself sitting on a couch with nothing to do but stare at the girl that had infected him...

Applejack really didn't know what to say..."...Uhh...need anythin'?" she knew this was pretty much her fault, but she knew there was no way she could fix it!

Not wanting to say something he might regret, Max just told her to leave him alone. I don't want anyone seeing me...just in case I start crying or something...

Applejack wordlessly walked away, a horrible feeling in her gut. She had basically killed him...sure, it was an accident, but this was terrible!

Max picked up a magazine to try and distract himself, only to discover it was a fashion magazine! He threw it across the room, refusing to do anything girly! Little did he know, rejecting the magazine actually caused the magic to begin taking root in his mind...

The magic knew it had to be patient with this one...if it didn't build itself up first, he would be able to fight off most of the mental changes. It was nearly ready, just a few more minutes...

As the seconds ticked by, Max felt a deep dread overcoming him. Would it hurt? Would he even realize he was changing? What if he had already started to change and just didn't know it!? He frantically checked himself over, finding nothing out of the ordinary, aside from his blue skin of course...

As he looked at his hands, the magic finally decided to make its move. With a painless, unnoticeable wave, Max's jaw reshaped, becoming smoother and losing what little stubble it had. Meeting no resistance, the magic began working on his mind as well...

A few minutes later, Max was officially bored. He idly thought to himself that he should've asked for some kinda game to play...As he slumped back in the couch, his hoodie lost its hood, becoming a regular green sweater.

Max sat back up, having felt something shift behind his neck. "What the hell...? I guess she wasn't kidding about the clothes..."

As the minutes continued to tick by, the magic slowly continued subtly changing Max's brain. As it did so, his boredom grew, and his shoulders narrowed, millimeter by millimeter, so slowly that he never noticed the change...

"Screw this...I gotta stretch my legs..." Max stood up and began pacing around the boring waiting room, having no idea that his mind had already been changed quite a bit, his interests in art and music having been replaced by an interests in sports and videogames...

As Max paced around the room, his green sweater and black T-shirt slowly changed color, becoming blue and white respectively. His torso also slowly started narrowing, and his waist began to pinch inwards...

Sitting back on the couch, he happened to glance down at himself and saw his changed outfit! "Whoa...cool!" Max blinked at his words, remembering what Applejack had said! "Wait, I'm changing! This is NOT cool!"

He looked closer at himself, and realized that his waist had become narrow and fit! "Dude...this is getting freaky..." he didn't notice that his speech patterns had already begun to change, along with his voice gaining a certain raspyness to it...

Feeling bold, the magic decided to test his resolve by transforming his legs right in front of him!

"Ahhhh!" Max felt an almost painful burning as his thigh muscles became thicker and more compact, perfect for running! His legs then stretched longer, while his overall height was reduced! "W-Whoa...I got legs for DAYS...!" Max said with a fierce blush on his feminine face!

Sensing that if it kept pushing, Max would start fighting back, the magic backed off for a while, choosing to focus on calming his mind and getting it used to its new body...Max sat back down, still a little freaked out by his body, but soon enough, the shock wore off and the boredom returned...

Max looked down at himself, frustrated. Ugh...why am I so bored!? I'm turning into a BLUE GIRL for crying out loud!

As time continued to pass, the magic continued gradually shrinking him, slowly enough that he never noticed. He eventually did notice his growing hair as it got in his face more and more...

As his hair touched his open eye, he yelped in surprise! "Hey! What the...Aw, c'mon!" he instinctively brushed his bangs behind his ears, before realizing that he shouldn't have been able to do that..."Ugh...I JUST had a haircut..."

Getting impatient, the magic started raising Max's body temperature, trying to force him to make its job easier by removing his clothing...

"Jeeze guys, could ya turn down the heat?" getting no response, Max gave in and removed his shirt, not realizing it was odd that he was getting so hot...

"Ahh...that's better...Whoa..." as Max looked down at his exposed torso, it really struck him how much it had changed! It was so slim and fit, unlike the skinny yet somehow flabby body he had before...

"I'm so fit now...Holy crap I'm hot! What the heck's wrong with me?" He slipped his pants and even his boxers off and sank to the floor, feeling like he was burning alive! "Wha...agh...too hot..."

With Max thoroughly distracted, the magic surged into his chest, causing sexy C-cups to burst out of it!

"Aaahhh~...!" Max came on the spot, making a sticky white mess on the floor in front of him! Just like it had with Applejack, the magic moved into his balls and made sure they were totally empty...

As Max was reeling from the incredible orgasm he glanced down at himself. What he saw instantly shocked him out of the haze his brain was in! "Ohmygosh! B-Boobs...!" he cupped his boobs in his hands, and the sensations sent more jolts of pleasure into his foggy mind..."Ohhh~...Oh man~...that feels so awesome~..."

Max heard his own words and snapped out of it! "GAH! What am I saying!?" he looked at his hands, still squeezing his tits! "Oh God, what am I DOING!?"

Standing up with a determined grunt, Max tried to harden his resolve! "Okay, that's it! Sexy girl or not, I am MAX! I gotta put my clothes back...what the!?" as Max went to grab his clothes from the couch where he left them, he found that they had vanished! "Where the hell did my clothes go!?"

The magic had secretly absorbed them while Max was distracted, in preparation for the next step...

"Okay, this is seriously not cool! I can't go around with my tits hanging out! What the-!?" just as Max was complaining about his tits being exposed, a blue sports bra appeared on his chest, along with his underwear tightening and turning blue as well! This was quickly followed by a muted version of Rainbow's outfit appearing over his body, all of it form fitting yet flexible.

"Oh come on! I might be turning into a sexy girl, but no WAY am I wearing these lame clothes!" as if in response to his words, his shorts transformed into a pink and white skirt, and the muted colors became more pronounced! "Okay okay okay! I'll WEAR these girly clothes! Just stop with the changes already!"

The magic had no intention of stopping until its work was done. His hips popped as they widened, along with his ass plumping up with a little fat and a solid amount of muscle! It then surged inside his empty testicles and penis, lewdly inverting her gender!

Max's hands flew under her skirt, inside her underwear! "*Gasp*...! I...I have a...!" it was one thing to be told it would happen, but to actually FEEL her new pussy!?

OhmygoshOhmygoshOhmygoshOhmygoshOhmygoshOhmygosh...! Max's mind raced at the implications of being female! "No...NO! I have a girlfriend! How...how am I supposed to..." Nomiko was straight too...wasn't she...?

Capitalizing on Max's sexuality crisis, the magic push into his mind, altering his mental pathways...

Hmm...I wonder if Nomiko's into sexy sporty chicks~...? as Max's mind began to shift, the magic attempted to push Nomiko out of her mind entirely, only to be met with incredible resistance! Backing off instantly, it instead focused on the rest of her personality, working to solidify Rainbow's way of thinking and totally erase Max, reasoning that Max would forget Nomiko on her own...

"Wait, what am I thinking!? I'm not supposed to be a girl! I've gotta...gotta..." the magic pushed hard, manipulating Max's childhood memories, slowly switching his identity to female.

"Kn-Knock it off..." Max's hair grew down to his waist in a windswept style, and turned every color of the rainbow!

"Whoa...AWESOME! I-I mean NOT awesome...Heh...totally not awesome in any way..." Max was quickly losing the battle for his mind and he knew it. With what little strength he had left, he desperately clung to his memory of Nomiko, refusing to let her go...

"No...Nomiko...I...I love you..." Max let go of herself, in a way bargaining with the magic coursing through her mind. Her identity...in exchange for being allowed to remember Nomiko. The magic resisted at first, but then relented, realizing that it would soon have another target in Nomiko...

As Max felt herself slipping under, she laid down on the couch, suddenly feeling very sleepy...her last thoughts were of her girlfriend, as she fell asleep without a single thought of her own well being...

"Um...Max? Er, I mean, Rainbow?"
"Zzz...Zzz..."

Twilight sighed at the sight of Rainbow Dash, splayed out on the couch, sound asleep. Twilight doubted there was much left of Max at this point, but Rarity had told her to at least try to get Rainbow to remember.

"WAKE UP!"
"Guuh! Wha!?"

Rainbow woke up with a start, nearly falling off of the couch! Her head felt a little fuzzy for a second, but then she remembered where she was and what she was doing there. "Oh, hey Twilight! Whoa, cool spell! You like, casting yourself here so you don't have to walk all the way down here? I knew you were lazy, but jeez!"

Twilight sighed, it seemed Max's memories had been messed up just like Applejack's. "Oh dear...do you remember anything at all?" She hoped this wouldn't be a repeat of last time...

Rainbow looked at Twilight with a confused expression. "...Uh, what? What kinda question is that?"

"Max...?" Twilight had a sinking feeling how this would go...

"Max...? Oh, you mean Big Mac? What about him?" Rainbow had no idea what Twilight was talking about, so she just gave her best guess.

Twilight preemptively sent Rarity a text message, suspecting Rainbow would freak out just like Applejack did. "Do you remember that you were a guy a few hours ago?"

Rainbow promptly started laughing her ass off! "BAH-Ha-ha-ha-ha! Good one, Twi! Me, a guy! I know I'm not all prissy, but I'm a girl!"

Twilight decided to not push it, wanting everyone to be here for 'the talk'. Instead, she continued to see if Rainbow had any memories at all. "*Sigh*...oh well. Do you remember Nomiko?" Twilight already knew the answer, but she had to ask.

"Uh, duh. My sexy girlfriend, came here to find her, YOU said you were gonna go look for her?" Rainbow said with an annoyed look on her face. What was up with all these weird questions?

Twilight was pleasantly surprised! "Oh! Good, at least you didn't forget that. But...I'm afraid I have some...bad news."

Dread filled Rainbow's heart! "Just spit it out, Twilight! Is she hurt!?" Rainbow braced herself for the worst...

Twilight hoped Rainbow wouldn't be too furious..."She's sort of been...magically transformed into a bimbo?"

Rainbow blushed heavily at the thought of her already hot girlfriend with huge tits and a big booty...". . . . . . . That's kinda hot." she finally said, a silly grin forming on her face.

Twilight's hologram facepalmed. "Ugh...why am I not surprised?" though she supposed this was actually a good thing. Rainbow seemed happy at least.

Rainbow felt herself becoming moist at the thought of burying her face into bimbo Nomiko's giant tits~! "So? Where is she? I wanna meet my new bimbo girlfriend~!"

"Funny...she kind of said the same thing when I told her that her boyfriend is now an athletic girl..." Twilight said, blushing a little herself.

Rainbow's mind ground to a halt. "Wait, that wasn't a joke? I was really a guy before?"

Not wanting to go through the whole process, Twilight nipped the conversation in the bud. "Yes. I have recordings if you want proof."

Rainbow thought about it, before just shrugging her shoulders. "Eh...I'm good, thanks...Soooo...sexy times with Nomiko~?" She could deal with existential stuff after she had fun with Nomiko~...

Twilight promptly went into lecture mode. "Ugh...you'll infect her if you do that. She'll become -" "Don't care. She's already a bimbo, what's the worst that could happen?" Rainbow could barely contain herself at this point! She always had a thing for bimbos, not that she'd ever told the girls~...

In reality, the magic was still subtly working on her mind, shifting her tastes in girls so that it would be more likely for her to infect Nomiko...

Rarity took a lot of convincing, but perhaps because of the magic's influence on her own mind, she eventually agreed to allow Rainbow to see Nomiko.

Rainbow was actually getting just a tiny bit nervous as she opened the door to the room Twilight said Nomiko was waiting in..."Uhh...Nomiko? Twilight said - wha...whoa..." her mind ground to a halt when she spotted Nomiko...

Nomiko was already decently attractive before with a trim figure and squeezable boobs, but now she was just drop dead sexy! She was dressed up in a revealing version of a stereotypical Japanese schoolgirl outfit, with the too-small jacket completely open, exposing her extremely tight bra and massive H-cup tits!

Nomiko had a strong blush on her face as she looked at the multicolored girl that had found her. "You are my boyfriend~?" because of the mental changes Nomiko had gone through at the hands of Mistress, she had lost the ability to form complex sentences.

Rainbow's jaw dropped as she took in Nomiko's incredibly attractive form..."Holy crap...Uh-I mean-Yeah! Totally! Or well, ya know, I was? I guess? I don't really remember."

Nomiko giggled at her stuttering boyfriend! "You are funny!" Her memories were a little fuzzy, but she still loved him, even like this~!

"And you're sexy~!" unable to stop herself any longer, Rainbow openly groped Nomiko's huge tits, spreading the magic into her! "Wanna have some fun~?"

Nomiko eagerly removed her jacket! "Oh yes~! We will have MUCH fun now~!"

Author's Note

I decided to change the boyfriend's name to 'Max', if anyone who watched the original animation was confused.