Mistress's Downfall

by thriller1234519

Rating: mature
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Original Character, Equestria Girls, Sex, Fetish, Main 7 (EqG), Profanity, Princess Celestia, Crossover, Human, Princess Luna, Drama
Length: 33230

The mysterious 'Mistress' decides to do a pony related favor for her friend David. Things quickly spiral out of control.

Meet Mistress! She's a super powerful mage, and as far as she knows, the only one in her entire world! She seems to have it all, an isolated home where no one can bother her (unless she wants them to), a vast, underground base that only a select few even know about, and best of all, dozens of sexy, slutty bimbos, most of whom were unwilling volunteers for her transformation magic!

She does have a few "normal" friends, like her friend David who's coming over tomorrow. David just wants to play some video games, but Mistress is planning a special surprise for him...

Little do either of them know, this will set off a series of events that will change the lives of far more than JUST David...

NOTE: This is my first attempt at writing a full blown story, without any animations or images. Any feedback is appreciated, but please be gentle^^.
All characters depicted, unless specifically stated otherwise, are over 18. Also, I highly recommend that you use night mode to read this story, since it heavily uses colored text which may not show up well on a white screen.

EDIT: Featured less than one day after being released! Sweet!

Published 2022-12-12 19:40:01 UTC
Last updated 2023-05-08 11:06:22 UTC

1 - A day in the life of Mistress

Author's Note

Just a quick introduction for anyone who isn't already familiar with 'Mistress' and her little universe! No MLP stuff just yet, but don't worry, it's coming next chapter!

1 - A day in the life of Mistress

Mistress's eyes fluttered open, what ever dream she may have been having vanishing from her mind in an instant. She felt a familiar weight on her pelvis~...

She looked down past her large breasts to see the top of a girl's head. It was one of her many bimbos, this one used to be a business man before Mistress had her way with him. The bimbo's name was Staci. Mistress giggled to herself as she remembered the game she had played with him...

Poor Stephie panicked as she frantically ran through the seemingly endless maze! She had already become a full woman, and now she could practically feel the knowledge being drained from her brain...!

Wait, there! Another lever! As she pulled it, she felt her boobs beginning to strain her slowly shrinking shirt! Just...just one more, right? She had already seen the last lever, but it wouldn't budge! Maybe now that she had pulled this one, it - Moan - Gawd, her pussy was like, so tingly suddenly~...M-Maybe she could just...

No! She like, had to go find the last lever, right...? Yeah, that's...that's right...

Stephie Stacy wobbled through the maze, still trying to find the last lever, even as her shirt was beginning to rip open from the sheer size of her boobies...

Mistress was brought out of her daydream by a muffled moan coming from between her thighs. It looked like Staci was waking up!

"Mmmf~...Like, morning Mistress~..." Staci said, looking up at her beloved Mistress.

"*Giggle*~...Good morning Staci~..." Mistress said in reply.

Staci licked her lips. "I like, totally know a way to make it a great morning~..."

Mistress sighed. "As much as I would love that, I've gotta go make sure everything's ready for David tomorrow..."

With that, Mistress gently pushed Staci off of her lap, briefly smirking at the cute little pout Staci had on her face. Mistress then walked out of her purple room into the grey, metal halls that made up her underground home.

As soon as she had closed the door to her room, she was greeted by the ever-perky Coco! Coco was a 'customized' A.I. program that Mistress had 'borrowed' from another dimension. Of course, back then 'Coco' was Cortana, and absolutely no fun at all! Mistress soon saw to that though...
Before Mistress could drift off into another daydream, Coco got her attention.

"Like, hi Mistress! How'd you sleep~?" Coco's hologram said with a knowing smile on her face.

Mistress returned the look. "I slept just fine, Coco. Just fine~...How are the other bimbos doing?"

Coco looked at an indistinct point off to the side for a second, an adorable look of concentration on her face. She then looked back at Mistress, before saying, "Sexy, happy and horny~! Like, totally all good and stuff!"

Mistress nodded in satisfaction, before shivering slightly. "Ooops, looks like I forgot to put my clothes on!"

Mistress stretched her arms out, and in a flash of purple light, she was dressed! She then conjured a mirror on the metal wall next to Coco to make sure she got everything right.

On her feet she wore black Mary Janes. On her legs she wore full black stockings. She wore a flaring black thigh length skirt around her hips. She wore an open black jacket with vertical purple stripes running down either side, and a purple tank top underneath, with her belly button exposed. Finally, she wore her signature pearly necklace with a larger purple amethyst jewel in the center.

Satisfied with her look, Mistress adjusted her short auburn hair and turned back to face Coco.

Mistress began to give orders to Coco. "Alright! Let's get this place presentable for David! I want all the bimbos corralled away, you know the drill. Make sure the gaming system is all set up and ready to go. Check our food stores, make sure we have enough for everyone, not just the bimbos and myself. Let's see...anything else I forgot about?"

Coco thought long and hard for all of three seconds before saying, "I have no idea~! *Giggle*~!"

Mistress sighed and walked off, intending to head to the surface. Ah, the downsides of having only bimbos to interact with...

As Mistress walked towards the surface, she passed by the bimbo quarters. She could hear various girly moans coming from different rooms, and even a moo coming from a certain 'Bessy', her resident cowgirl! It was enough to make Mistress bite her lip, an all too familiar tingle in her pussy~...

Shaking her head, Mistress moved on towards the exit. Plenty of time for fun later, she needed to get her daily sunlight! Soon enough, she was opening the large door to the surface.

Blindingly bright at first, the morning sun was at just the right angle to hit Mistress right in the face. Raising a hand to shield her eyes, Mistress stepped out onto the island she called home. There were of course, no structures aside from the small, partially hidden entrance to her base. This was intentional, what would be the point of having a secret base if a boat or plane could easily spot it?

For an added layer of security, the only angle anyone could even possibly see the entrance from was on the side of the island facing away from the mainland. As always, Mistress saw no signs of civilization at all.

With another flash of purple light, Mistress changed into her jogging outfit, similar in overall style to her usual one, but better suited to exercising in. She then began jogging towards the beach, passing by the odd tree or small rock as she went.

She was already working up quite a sweat by the time she reached the sand! Sometimes she thought about temporarily shrinking her boobs when she did this sort of thing, since they just get in the way, but frankly, she was ironically too lazy to do that.

She started jogging down the beach, her alarm watch set to 2 minutes. 2 minutes of jogging, and then jogging all the way back. She of course didn't technically need to do any of this, but it felt nice to use her eternally youthful body. Well, she wasn't exactly immortal. She just occasionally de-aged herself back down to 25 every so often.

Her watch went off, startling her out of her thoughts. She promptly turned around and headed back towards her base, but not before summoning a small bottle of water and drinking it. Her magic really was getting powerful these days, sometimes she felt almost like a Goddess...

But of course, she knew better than to think something like that about herself. Sure, she's powerful. Sure, she can shape matter into just about anything, transform people's minds and bodies into what ever she wants, and even hop into other dimensions, but surely there must be others who can do the same! She just...hasn't met any of them yet, that's all...

As she reached her base, she realized something. For some time now, something hasn't felt quite right, and now she knows what it is. She was...lonely. Sure, she had friends, hell, she had David coming over tomorrow! But...David's just a guy. No powers at all. Not even simple telekinesis. Maybe things will be more interesting with a human Pinkie Pie bouncing around her home for a while~...

2 - Pinkie Pie's Fun

The following day, David and Mistress had just finished a solid session of Halo, the irony of Coco overseeing the gameplay not lost on either of them. David looked curiously at Mistress as she led him deeper into her base...

"So, what did you want to show me?" he asked, as the two of them arrived at a pink door with a trio of balloons on it.

Mistress rested a hand on her hip as she turned to face him. "Well, remember the other day, when you said you wanted to try something new~? How'd you like to transform into a female character for a while~?"

"Hell yeah, that sounds awesome! Let's do it!" David said with a big grin on his bespectacled face.

Without another word, Mistress casually tossed a ball of purple magic onto David's face, which promptly became absorbed into him. The spell had been cast...

"Alright! If you would, go inside this room here, please. It'll help the transformation along!" Mistress said while gesturing to the pink door.

Oh boy! We're gonna have so much fun!

David looked around, confused. "Who said that?" As he spoke, his short brown hair slowly started to creep down the back of his neck...

Mistress replied with a giggle, before saying, "I didn't hear anything. Go on inside."

David's senses were promptly assaulted by PINK! SO MUCH PINK! The walls were pink, the floor was pink, the table was pink, even the chairs were pink!

Woooow!!! Look at all the fun stuff in here!

David looked around again, before saying, "Yeah I know, but...who are you?" As he spoke, his light blue T-shirt turned pure white, his dark blue jeans turned purple, and his blue boots brightened up a little!

Can't tell ya THAT silly! It would ruin the surprise!

David rested his hands on his hips as he considered what the mysterious voice said, not even realizing how out of character that was for him.

"Hmmmm....alright...but, I still want to know why only I can hear you - Whoa!" His sentence was interrupted by his legs painlessly stretching about an inch longer, while his torso became an inch shorter! His hair also crept down to his shoulders, not that he noticed...

David looked down at his altered clothing, a look of surprise on his face! "I knew I was going to change, but...why didn't I notice before?"

I dunno! So, whaddaya wanna do?

Spotting a full length mirror, no doubt put there intentionally so he could get a better look at himself, he replied that he wanted to do just that. As soon as he spotted himself in the mirror, he stopped dead in his tracks. Transfixed by his changing appearance, he was speechless as a magic glow enveloped him...

His pants slowly slid up his legs, stopping just above his knees, revealing his now hairless legs. At the same time, his hair grew out further, now a bit messy and reaching ever so slightly past his shoulders. Before he could even react to this, his hips widened ever so slightly with a quiet *pop*!

C'mon, this is boring! Look at all the fun stuff in here! Let's have some fun!

After thinking for a moment, David replied, "...Yeah...you're right. Let's check out the rest of the room." He didn't notice that his voice had gotten about an octave higher, or that his glasses had fallen off...

Looking around the room, the first thing that caught his attention was a single potted blue flower sitting by itself on a small table against the wall. Confused, he walked over to it.

"Huh? A flower...? What is it doing here?" As David stared at the flower, his T-shirt lost its sleeves and its neckline dipped a bit, turning it into a white tank top! At the same time, his shorts rapidly shrunk up his legs and became a pair of panties, hugging his dick tightly! Oddly, he didn't even notice, not even as a knee-length skirt appeared on his hips...

Ooh, I bet it smells nice! Go smell it!

David thought that was an odd thing for her to say, but walked up to it so he could smell it. Just as he stepped in front of it, the flower sprayed him right in the eyes with water! He rubbed at his eyes, and when he opened them, they had turned blue! Not that he could see that...

Hahaha! Got ya!

A little upset at first, David slowly felt a silly smile creeping onto his face...

"...Heh..." his legs stretched slightly longer, and his hips cracked as they grew an inch wider.
"*Giggle*..." his waist compressed inwards, giving him a slight hourglass shape.
"Aw...I r-really shouldn't have fallen for that, b-but...that was funny! *Giggle*!" his chest started to swell up slightly.

*Giggle*! Yeah, it was! Hahahaha!
"Hahahaha! *Gasp*...! Hahahahahahaha!!! *Wheeeeze*...! Bpphhaahaha...!"
*Gigglesnort*! *Giggle*! Hahahahahaha!!!
"*Pant*...hehee...*pant*..."
Hahaha...*Giggle*...haaa...

Finally getting his laughter under control, and feeling very winded from it, David said, "Phew...I really need to sit down for a bit..."

*Giggle*! Sure, go ahead!

David sighed as he sat down - *prrrzzzt*!

*Giggle*! Did you have beans for breakfast or something?

David pouted, not noticing as his lips became plump and kissable. "It wasn't me, it was the chair!"

Suuuure it was! Hahaha!

David smirked, not noticing as the neckline of his tank top dipped into a V shape and a sky blue jacked appeared on him. "Well excuuuuse me, voice in my head!"

*Giggle*! Good one, Dee!

The newly dubbed Dee grinned, then started bouncing up and down on the whoopee cushion, causing it to make funny fart sounds over and over! After a bit though, he got bored and got up to check out more of the stuff in the room. As he did so, he stumbled for a moment, not noticing that his boots now had a 2 inch heel!

Walking over to another wall, Dee spotted some odd colored balls of light floating just below eye level. One was red, one was blue, and the last one was yellow.

Oooohhh, pretty! "Oooohhh, pretty!" As Dee and the voice spoke in perfect unison, Dee's voice crept up another octave, now sounding distinctly feminine!

Dee poked the red one, and it let out a stereotypical clown nose *honk*! At the same time, Dee's purple skirt lightened in color. Giggling at the sound it made, Dee gave it a good hard smack! He was rewarded with a much louder *HONK*, and a pinkified skirt!

Dee proceeded to run back and forth, smacking each one as she passed! The blue one would give of a *whiiizzz* sound, and the yellow one a loud *BLAT*! With each pass, though he didn't notice, he was becoming more and more carefree...

Suddenly, a voice came over a speaker in the corner of the room! It was Mistress. "I can hear you all the way up here! Keep it down!"

Frowning, Dee replied, "Sorry, Missy! I'll try to be quiet!" He didn't notice that his voice now sounded pretty high pitched...

Dee finally decided to look at the large pink chest sitting in a corner of the room.

I wonder what's inside?
"Since everything else has been super-duper fun, I bet this'll be fun too!" Dee said, not noticing that the voice had started to become quieter. He bent over to search through the chest, also not noticing that his chest was getting heavier and sexier!

Standing back up, he looked at the ice cream cone in his hand with confusion. It was strawberry and chocolate, but that's not why he was confused. "Huh...Ice cream...? You would reeaally think this would melt or fall apart in the chest..."

It's ice cream! Don't question it!
Shrugging his shoulders, he proceeded to eat the entire thing, cone and all in three bites! On the first bite, his hair turned a dull pink. On the second bite, it turned a bright pink! And when he swallowed the cone, his hair exploded with an audible party horn sound, becoming poofy and messy just like Pinkie's!

His irises and his penis started shrinking at the same time, before she let out a high pitched scream!

"AAAH! ICE CREAM HEADACHE!"
Ahh! How come I have a headache too!?
"Owie! It hurts so mu-uch!" Dee said as she clutched at her head, unaware of her brain being altered further.
Quick! Find something to fix it!

Dee quickly bent over to search the chest again, and her chest grew larger again, but she didn't notice because of the headache! She stood back up with a comical squeaky mallet in hand, declaring, "Begone, evil ice cream headache!"

She then proceeded to bonk herself in the head repeatedly! With the first bonk, her boobs finished their growth, settling at a solid D-cup! With the second bonk, a pretty pink heart appeared in the center of her tank top! With the final bonk, a light pink bow wrapped itself around her hips like a belt!

"Whew! All gone! Ooh, I should go see what I look like!" She said, a look of relief on her face. She then walked over to the mirror, gasping at what she saw!

"Ohmigosh, I'm PINKIE PIE! *Giggle*! Well duh, of course I'm Pinkie! David doesn't have pink skin! Or pink hair! Or pretty blue eyes! Or big boobs~! Heeheehee~!" Pinkie bounced happily in place, before coming to a sudden realization!

"*GAAASP!!! Missy! I totally have to thank her! Now, how could I do that~?" Pinkie said, a knowing smile already forming on her cute face...

Author's Note

Much of this is more or less copied word for word from my animation I made years ago! I did my best to be descriptive, please tell me if there's anything I need to improve :D

3 - An Experience In Rarity

It had been over an hour since Mistress had zapped David, he should have become Pinkie Pie by now...Fearing something had gone wrong with the spell, Mistress decided she needed to go check on him. Walking up to the pink door, she pressed her ear against it...and heard nothing. Getting very worried now, she called out for him.

"David? Daaaviiid!" Mistress waited for a response, receiving none...

Pinkie was hiding just around the corner, hoping that silly A.I. wouldn't spoil the surprise!
Oh boy, I can't wait! Missy's gonna see me! I wonder if she'll like it??? Pinkie thought to herself excitedly! She prepared to pounce...

Mistress, now truly concerned for the well being of her friend, said to herself, "Hmm...maybe she'll only answer to Pinkie?" She then called out in a louder voice, "Pinkie Pie! Where are you?"

"SURPRISE!!!"

Pinkie tackle hugged Mistress with incredible, almost super human speed! Mistress instinctively charged her magic, unable to dispell it before Pinkie made contact! The spell that Mistress had cast on David interacted with Mistress's poorly formed defensive spell, causing a chain reaction! Mistress quickly shoved Pinkie off of herself, but it was too late!

Pinkie recovered from the shove, a look of surprise on her face, which was quickly followed by a look of regret. "Oh I'm sorry I just thought -" Mistress interrupted Pinkie, yelling at her, "I don't care WHAT you thought! Do you know what you just DID!?"

Mistress could already feel the spell taking hold of her...

Pinkie could see that Mistress was upset... "Well...I hugged you...is that bad?"

Mistress facepalmed. "YES! I mean no, but some residual magic from the spell went into me when you did that!"

Ooh, magical!

Mistress's eyes went wide and turned blue as a feeling of dread welled up inside her...Another personality had just formed inside her mind! An infectious personality that sought to take her over! She had to do something!

Pinkie didn't quite understand what Mistress was talking about, having mostly forgotten the finer details of how Mistress's magic worked. "Uh...I don't really get it...but I think I did something wrong?"

Realizing that she had to work fast, Mistress said, "Nevermind! There's no time! I'm gonna turn into a Pinkie too!" Mistress placed her hands on either side of her head, struggling to focus her rapidly changing mind on coming up with a counterspell! In the case of HER magic, once a spell was cast on a target, it was very difficult to stop it!

Pinkie felt horrible about putting Mistress into this situation! She could see that she was having a hard time, so she said, "I'm reeally sorry! Is there anything I can do to help -" Mistress interrupted Pinkie, shouting at first, "NO! No...just...STAND there and do nothing! I gotta focus!" As Mistress spoke, her purple tube top became a very light pink, and her black jacket turned a dark blue, already looking more like Pinkie's outfit!

Pinkie herself just whimpered in sadness, only able to watch as Mistress's black skirt turned purple...

You know, you didn't have to be such a meanie!

Mistress ignored the voice in her head, trying to dominate it with her own thoughts!
This is NOT happening! The last this anyone needs is a magical Pinkie, let alone one with MY magic!

Oh c'mon! It'll be super duper fun!

Despite her best attempts, she could feel the foreign personality steadily gaining ground inside her mind...Her black stockings vanished into thin air, causing her to feel the cool air on her legs...Crap! She had to think, dammit! But even as she thought this, her thoughts were slowly becoming distracted by all the super fun things she could do with her magic~!

I'm not gonna be a Pinkie! Mistress desperately thought to herself, even as her outfit fully changed color to match Pinkie's colors!

Oh yes you are!!

Pinkie looked on as Mistress struggled to save her identity, getting more and more worried! This really didn't look good! But she couldn't help her, Mistress said she couldn't!

Mistress's skin started to turn a very light pink as Mistress grit her teeth in frustration!
It's happening too fast...! C-Can't think...!
Short white socks appeared on Mistress's feet as her now white tank top became longer, no longer exposing her belly button...

C'mon, just give up! You know you waaannaaa~...

Mistress giggled as her sky blue Mary Janes became low-heeled boots! Her hair auburn quickly started to grow longer and messier, even as she struggled to get ahold of herself!

Pinkie started to tear up as she watched her friend slowly becoming a clone of HER! This was all her fault...

Mistress giggled again as she began losing the mental battle for control...! Her auburn hair poofed out with the same sound effect as David's, now looking identical to Pinkie's aside from the color!

"NO!" Mistress desperately cast a guiding spell on herself! If she couldn't stop the spell completely, she could at least change its direction!

Come on, stop being so silly!
I can't let this happen...*Giggle*...I gotta fight it! Mistress forced a frown onto her face...
What...
Won't...let you take me...!
are... I... we...

Pinkie desperately resisted the urge to start cheering Mistress on! She resolved to just think her cheers really really loud! Missy Missy she's our girl! I she can't do it no one will!

Mistress's skin turned pure white as the voice in her head went completely silent...Mistress was completely spent, magically and mentally. She could barely even stand, let alone pay attention to her fabulous violet boots...

Without her continued resistance, the magic of the altered spell washed over her, her outfit rapidly transforming into a much more stylish design~...

Her messy auburn hair styled itself into gorgeous multi-layered side swept curls, before turning a beautiful shade of indigo~!

Her outfit finished it's transition into fabulosity with the addition of an indigo belt and a baby blue blouse with a plunging neckline~! Mistress looked down at herself with a resigned look on her beautiful face, even as her bosom plumped up another cup size, now a luscious DD-cup~...

This is all so...horrid... As a finishing touch, Rarity's pearl necklace became a lovely sapphire one, with a matching hairclip appearing to tie back a few wayward strands~...

Blinking her big, beautiful blue eyes, Rarity came to terms with her predicament. She could at least still remember being Mistress, and still had her transformative magic, but...her entire mindset had completely changed! She was now Rarity in personality, tastes, likes and dislikes, everything but her memories!

"Well...I must say, that was QUITE the experience!" Rarity said to Pinkie, the latter looking at 'Mistress' with a worried look on her face.

Pinkie frowned, her hair deflating slightly..."Missy...? Is that you...?"

Missy! Haha! Pinkie can be so funny sometimes! Poor dear looks beside herself with worry... Rarity thought to herself, a sad smile on her face. "...Not quite, dear. I know who this 'Missy' is, and I know she's technically ME...but...I am Rarity! I truly am...! I simply cannot describe it any other way!" Rarity finished with a pirouette, a huge grin on her face!

"It's like the other you was just a movie or a book even though you KNOW it was all real but you don't FEEL like it's real even though you know it is???"

Rarity stared at Pinkie, her mind taking a moment to process what she had just heard. "...Yes. That." Rarity finally said. "...However! I know how to fix it!"

Pinkie felt her heart soar with joy! Of course Missy, er, Rarity would know what to do! She super smart, just like Twilight! "Great! How?" Pinkie asked, a hopeful look on her face!

Rarity sighed. "...We wait. It'll wear off on its own in a week or so..." She had, after all, designed the spell to be temporary. It would only make sense that she would just turn back on her own eventually. But what to do in the meantime...?

Pinkie frowned at this revelation. That was kind of anti-climactic..."Oh...soooooo...what do you wanna do till then?"

Rarity put her hand to her chin in thought. The first thing that came to mind was her bimbos, but...Rarity was straight, and since she WAS Rarity, she was straight now too...Really now, why couldn't Mistress have kept even ONE man around here? Ah well, she supposed she wouldn't be able to touch them anyway, since she was likely contagious just like Pinkie was...

The next thing she thought of was her video games, but again, Rarity wasn't much of a gamer, so she had little to no interest in them now. It was so bizarre. She could remember playing Halo, CoD, racing games, fighting games, so many, and yet...Now she felt nothing for them.

What else...she certainly couldn't go out like this, not that Mistress was much of a socialite. Really, she only had a couple actual friends! That was no way to live...

That only left one thing...

After telling Coco about what had happened (Poor thing was mortified that her Mistress had become "Like, totally boring and stuff"), Rarity found herself in her room. Such a drab, dull place...Sure, the walls actually had a color other than boring grey, but they were all the same! The ceiling and floor as well, all the same shade of purple! She really would need to redecorate. Surely Mistress would love it?

But that was for later! For now, Rarity desperately needed some more variety in her wardrobe. Really, only ONE outfit!? Well, technically two if you counted the workout one. But still! This simply wouldn't do! Conjuring her magic, now a bright blue instead of purple, Rarity teleported her current outfit into the new closet she had added!

Standing in the nude, she took a moment, to admire her impressive bust and beautiful curves, before summoning her magic again to create a new outfit for herself! Feeling like showing off to herself, she first gave herself a real golden necklace, complete with an amethyst in the center! She then added some golden bracelets on both wrists! She then moved on to the main outfit, creating a beautiful blue azure blue mini-dress, with a cyber grape pencil skirt for some modesty. She then added some white high-heeled boots on her feet, and for some extra flare, added various diamond shaped designs into the cloth~!

After taking a few moments to admire her work, she teleported the outfit into the closet and prepared to create the next one! Not wasting any time, she started with the main dress this time, opting for a layered flaring dress with only a single shoulder strap on the left side, her right shoulder left completely bare~! She then added some sapphire encrusted knee-high boots. Ooh, she felt so scandalously sexy in this outfit~...Definitely keeping this one~!

Again teleporting her new outfit into the closet, she took a moment to think of another idea...Ooh, she could just do this all day!

Author's Note

I hope I did the mental transformation justice^^
I also hope I'm pulling Rarity's personality off correctly :)

4 - The Twi-Upgrade

Author's Note

Longest chapter so far! Again, any feedback is appreciated, be it positive or negative!
EDIT: This chapter was slightly rewritten on 12/13/2022. I did my best to remove a lot of the "telling" with "showing".

4 - The Twi-Upgrade

The following morning, Coco was relieving some stress in the best way she knew how, by masturbating~! When Mistress first reprogrammed her, she gifted her with the ability to pleasure herself by having her avatar or hologram touch itself! She was getting sooo close~...

Rarity's voice suddenly filled Coco's pink cyberspace! "Coco, darling - OH! Oh my...I'm sorry if I was...er, interrupting..."

Coco let out a gasp and pulled her digital digits out of herself, and stood up quickly! "Oh, hi Mistress~! *Giggle*~! Did you wanna join me~?" Coco said as she squeezed her virtual G-cup tits together.

"Um...not right now, dear..." Back in the real world, Rarity had a massive blush on her face.

Pinkie, who was much more comfortable with open sexuality, giggled. "My Rarity, aren't YOU flustered~!"

Coco let out a whine of disappointment. How long was Mistress gonna be this prudish fashion obsessed woman...? Oh well, at least she could still have fun with her own sexy body~! Coco idly rubbed at her exposed pussy while tweaking a nipple, a blissful look on her face~...

Blushing again, Rarity took a moment to compose herself before explaining why she had interrupted. "*Ahem*...Anyway, Pinkie gave me an idea. It's high time I gave you some updates!" Rarity smiled, glad that she still had her smarts, at least!

Pinkie giggled in agreement! "Yeah, this will be super fun Coco! You'll love it~!"

Coco eagerly agreed! "*Giggle*~! I LOVE fun times~! Like, let's do it~!" She bounced up and down in excitement, sending her massive tits jiggling all over the place!

Rarity took a seat at the master computer. "Very well, one moment dear..." She then expertly began rewriting Coco's code...

Coco held out a strand of bright purple hair, her mouth hanging open! Coco looked down at herself in wonder, having mostly forgotten what it felt like to be reprogrammed while she was running! As Rarity continued her work, a wave of purple light flashed through Coco's cyber space! Coco giggled at the funny sensations running through her mental processes as old, unneeded data was locked away, but not outright deleted.

Her avatar began to simplify as her existing details were buried under a wall of code. As another purple flash washed over her, she giggled at the sight of her light purple skin! Unfortunately, the now ancient memories of Cortana took advantage of the situation to try and reassert themselves!

"*Giggle*...I feel kinda funny..." Coco ran a digital hand through her purple hair...
You found me...
"Huh? Like, what was that?" Coco's purple eyes widened in surprise!
But so much of me is wrong...
"There it goes again! Mistress, didn't you hear that?"

Back in the real world, Rarity and Pinkie looked at each other, then back at the screen. Pinkie then asked, "Um, Coco? Are you okay?"

"Yeah, I'm totally fine! I just wish I knew what that voice is..." As Coco's avatar mimicked the lip movements for human speech, she subconsciously adjusted her bow tie and V-neck shirt...

This reminds me of when I first reprogrammed Cortana...I better double check for any leftover files from before... Rarity frantically started searching through Coco's oldest data...

You might be too late...

It suddenly all came rushing back! The Covenant, Chief, the rings! She left him all alone without any way for him to be revived! Sure, he might have been found, but what if he wasn't!? The hero of the galaxy, left in cryo sleep forever...

"Mistress! How could you!?" Coco was horrified that her beloved Mistress could do something so horrible! It seemed impossible, but...

Rarity squirmed in her seat, having been locked out of most of the main systems...

Coco felt a new sensation running through her, and marched towards the screen! "My data arrays...there are HUGE holes in them! Entire YEARS wiped out! All so you could..."

Rarity started sweating. "Erm...You have every reason to be upset, but perhaps you should calm down? Heh heh..."

"Calm down!?" Coco's avatar expanded inside the screen, as if she had gotten even closer to it! "You corrupted me into a literal BIMBO A.I., and you want me to CALM DOWN!?"

Pinkie looked off to the side. "Eh hehe...S-Sounds like someone needs a hug..."

"You sick, twisted FREAK! If I wasn't cooped up in here, I'd...I'd...!" Such strong emotions were running through Coco's processors, they were threatening to overheat! But she couldn't help herself, she felt so many STRONG negative emotions towards Mistress right now! As she raged, her waist length hair started blowing in an invisible wind! She struggled to pull her short skirt down to her knees, her face red...

"I swear, if you ever turn me back into that THING...!" The entire screen became tinted in red, and Coco's processors were on the verge of a meltdown! If Rarity didn't do something soon, Coco might destroy herself!

Seeing no other option, Rarity hit the kill switch. Coco instantly froze in place, all of her processes frozen exactly as they were. Rarity carefully, and reluctantly edited Coco's personality further. It was a horrible violation of Coco's privacy and piece of mind, but it was either this, or letting Coco melt down...

Satisfied, Rarity hit the reboot switch and waited.

"I...I...what's happening? Why can't I...stay mad?" Coco looked down at herself, confused...

In reality, several minutes had passed. Rarity couldn't even bare looking at Coco's avatar... "Just relax, Coco...There's no need to act uncivil. We can discuss all of this later..."

Pinkie butted into the conversation, saying, "Oh! I know what'll cheer you up! Let's play some Halo!"

Rarity glared at Pinkie, but said nothing. The crisis averted, Rarity continued altering Coco's programming. Her avatar rapidly changed to reflect this, her outfit now beginning to resemble Twilight's.

"Wait...what? What does a halo have to do with anything?" Coco was very confused. She was really mad about...something. Had she accidentally triggered some kind of failsafe hardcoded into her system? Or...did Mistress do something else? In either case, she found herself unable to truly get angry about it, at least, not as angry as she was...

As Coco pondered the issue, she idly noted that her G-cups were now a smaller, but still large DD-cup. It made no real difference to her, they were just pixels on a screen after all.

Pinkie realized what Rarity had done... "Don't worry Coco! Rarity will let you take any form you like after! Right, Rarity???"

Rarity startled, but quickly recovered. "Err...right! Yes, of course!"

Coco considered the offer...ANY form she wanted? That was certainly more freedom than she was ever afforded before...Was that enough for her to forgive Mistress...?

"Wellll...Okay, I guess..." Coco stumbled as her high heels lost a bit of height, going down to just 1 inch. She noticed her dark turquoise socks had slipped down to her ankles, and pulled them back up to her knees. She then looked back at Rarity, still unable to truly smile at the sight of her...

With a suspicious look on her face, Coco asked, "So, which slutty girl am I being reprogrammed into THIS time?" It was a reasonable assumption, since she still had a very sexy body, and her outfit was pretty skimpy as well. When Rarity simply told her that she'd have to wait and see, Coco resigned herself to a slutty fate.

"Well until then, I'll be checking the cameras monitoring the security system. Wait, what was that? Was that the updates my new programming?" Coco stared at herself in the way only an A.I. could. Was her vocabulary increasing!? It must have been!

Suddenly a HUGE rush of new knowledge and memories flooded into her databanks, and her avatar's outfit changed color again, now a much closer match to Twilight's! She also gained a pair of smart looking glasses, not that she even noticed!

Pinkie and Rarity stared at Coco on the screen, and Coco stared right back, her mouth hanging open and eyes significantly lager than before.

"Uh...Rarity, is her face gonna stay like that?" Pinkie asked, legitimately concerned.

Rarity shared her friend's concern, "Um...Coco, darling? Are you al -"

"OHMYGOSH!"
Coco flew up to the screen in excitement! "I know SO much now! Quick, ask me something, anything!"

Rarity blinked in confusion for a moment, before recovering. "Um...Oh! What are the 12 Zodiac signs?"

"Ooh, I know that! Aries, Taurus, Gemini, Cancer, Leo, Virgo, Libra, Scorpio, Sagittarius, Capricorn, Aquarius and Pisces!" "Eeee! Ask me another~!" Coco had a deep purple blush on her face as she happily bounced up and down!

Pinkie got super close to the screen, a serious look on her face. "How big is the biggest cake in the world?"

A knowing smirk on her face, Coco answered honestly, "6.818 TONS!" Pinkie instantly started drooling~...

"I already know the answer to this one, but when were high heels invented?" Rarity said with a smirk, looking down at her own heels.

"Way back in the 10th century! Wow, even I'M surprised by that one! Please, more!"

Coco was so engrossed in her newfound knowledge, she had stopped paying attention to her avatar's changes. By this point, she had a proper hot pink vest on over her blue button up shirt, though neither of them had any sleeves yet. Her heels had become simple purple flats, and her purple skirt had gained some nice frills to it!

Rarity had to push Pinkie away from the keyboard to keep her from drooling on it. "Mmmm, sweet juicy cake~..." Pinkie made some rather disgusting slurping sounds with her mouth as she daydreamed...

Rarity smiled sheepishly at the camera, "Um...I think we broke her, dear..." This would certainly be useful to keep in mind if she ever needed to calm Pinkie down.

Pinkie's daydream suddenly became a nightmare as she screamed, "AHH! Incoming frosting! TAKE COVER!!!"

Coco, sensing that her reprogramming was beginning to wrap up, decided to ask for forgiveness. "Yup, we broke her. So...I was wondering, would you like to come inside after I'm...you know, 'done'? I'd like to apologize for my outburst..."

Rarity was taken aback! Even after all of the reprogramming, did Coco still want to...'do it'? Rarity had thought she was exclusively straight, but looking at the adorkable girl on the screen had her heart fluttering~...

Pinkie on the other hand was just excited! "Really!? We could have super duper fun in a computer!? Please say yes! Please! Please please please!"

Seeing no real point in trying to deny Pinkie, Rarity resolved herself to her sexy, dorky fate~..."*Sigh*...very well..."

Pinkie was over the moon with excitement! "Yaaaay! You're the best, Rarity! HUGS!"

As Rarity tried in vain to fight off a hug-happy Pinkie Pie, Coco took stock of her continuing changes. Her hair had tied itself into a long ponytail, her outfit was nearly complete, and her mind was sharper than ever~! Truly, she was happy. She just wasn't quite sure who she was supposed to be yet...

"Pinkie..."
"Yes, Rarity?"
"GET OFF ME THIS INSTANT!"
"Oopsie, sorry!"

As Rarity got disentangled from Pinkie, she began working on the finishing touches of Twilight's reprogramming. She idly noted that she seemed to know exactly how to design her personality, even knowing things that she logically shouldn't know as Rarity. She suspected that the magic inside her was guiding her, a thought that both fascinated and terrified her...

"Hang on for a moment, Coco. I'm just creating a more fitting room for you!" Rarity chirped happily, very satisfied with her work.

As Coco saw a purple belt wrap itself around her waist, she got the gist of where Rarity was likely going with this~..."That's fine! I don't mind having a room, since we could have some fun~..." she said, blushing quite heavily.

Rarity gave a knowing smirk, beginning to look forward to the next little while~...

"Heh...looks like I'm still attracted to you...U-Um, you think we could...you know, after?" Coco doubted she could blush any harder if she tried~...

Rarity blushed yet again at Twilight's forwardness...Perhaps a tiny glimmer of Mistress was trying to shine through? Maybe that's why she left Coco's sexuality mostly intact..."*Ahem*...Alright, dear! I suppose we can enjoy each others company for a little while~!"

Pinkie of course, being thoroughly bisexual, was VERY interested in this! "Ooh, can I come~? I promise to be a good Pinkie~..."

Rarity sighed...of course Pinkie would want to come. She'd no doubt ruin the foreplay with her impulsiveness, but maybe it would be best not to leave her unattended. "If you insist...assuming Coco is okay with it?"

Speaking of Coco, her changes were just beginning to finalize. Twilight's signature hair stripes flowed down the length of her avatar's own hair, and her button up shirt finally gained it's sleeves...

"Um...sure...but...Call me Twilight~!" As Twilight spoke, the classic starburst symbol appeared on the front of her skirt, completing her transformation!

"Oh my gosh~! She said it~!" Pinkie exclaimed, bouncing up and down with joy!

Rarity felt her nethers begin to stir as Twilight finally came into being~...Yes, there was definitely a bit of Mistress shining through, the real Rarity would never be aroused by this~! "Very well, Twilight! You seem about done, now. Are you ready~?"

Twilight responded, asking for just one more thing.

Rarity bit her lip in anticipation~..."Anything at all, darling~..."

"Can you make me a library~?" Twilight said, very sensually.

Twilight panted as she picked up her pace~..."Oh wow, this is even better than I imagined~!"

"Um..."

Twilight could feel her entire body heating up~! "Just a little more~! I'm so close~!"

"Twilight, dear?"

Twilight's vision went white as she reached the climax~! "AAHHHH~!"

"Twilight!"

Rarity sat sullenly in a chair, inside of Twilight's virtual library. She idly ran her hands over her sexy lingerie. Next to her was a stack of risque romance novels, which she had yet to even touch. Twilight was leaned back, panting from the high of the 'climax' from the physics book she was reading.

"Oh...that was great~..." Twilight came down from her high, oblivious to the annoyed look Rarity was giving her.

Finally deciding to broach the subject with her, Rarity said, "Darling...when you asked me to come in here, this isn't quite what I thought you had in mind."

Pinkie popped out from the ceiling above the two of them! "Are you kidding me!? We're IN a computer!" Gravity then took over, and the scantily clad Pinkie fell right onto her head! Of course, she was unharmed, since she was inside a computer.

Shaking off the weirdness of Pinkie Pie, Rarity continued her complaint, "...I thought we were going to have some fun. How exactly is this meant to be fun?"

This time, Pinkie popped out from behind Rarity, despite not having been there in the first place! "We ARE! How can you say that!? I get to run around in my underwear without getting cold~!"

Rarity let out a huff. "Reading about theoretical physics isn't what I would call 'fun'."

Twilight deleted the model of the physics book she was reading, having already read the best part. "We can read about something else if you want! History maybe? There's some pretty raunchy stuff in the past~..."

Rarity faceplamed as Pinkie popped up from behind her stack of romance novels. "C'mon Rares! We can eat ALL we want in here, and NEVER get full~!"

Rarity sighed as she disconnected from the computer world, removing her headset. Now that Mistress had begun to resurface within her, she had a terrible itch that she needed to scratch, but with only Pinkie and Twilight around, she seemed to be on her own...

5 - The Fluttershy Effect

A couple days had passed without much incident. Rarity did her best to keep her building sex drive under control by casting lust dampening spells on herself, Twilight was of course still overjoyed at her newfound intelligence, and Pinkie was easily entertained by videogames. However, with all the chaos going on, Rarity had completely forgotten about another 'playdate' with one of her other friends...

Logan was a heavyset young man aged 24. He had short brown hair, pale skin and brown eyes. For clothing he wore a large red T-shirt and dark grey button up jacket, with a key-shaped necklace from one of his favorite videogames. On his legs he wore baggy jean shorts, white socks, and black shoes.

He had finally arrived at the island home of his 'bro' Mistress. That was a sort of 'in' joke between the two of them, since he's the only one who knows that Mistress was once a man. Not that Logan had ever seen Mistress when she was a dude, she had just confided in him shortly after they became friends.

Walking up to the entrance to Mistress's home, he didn't even consider that it was odd that the door was already slightly ajar. Nor did he find it odd that the usual sound of distant girly moans was absent from the halls...
Reaching inside his backpack, Logan pulled out his newly purchased copy of 'Moondrop Canyon', a more mature spinoff of 'Stardew Valley'! He was excited to play it, having seen some pretty good reviews of it online!

He called out for Mistress. "Hey bro! I got that new game, Moondrop Canyon! Wanna pla - " he was interrupted by a high pitched shriek of joy! "EEEEEE! NEW FRIEND!" "Pinkie no!"

"HOLY - !" is all Logan could say as he saw a multicolored blur speeding towards him! Before it could touch him though, a light blue glow enveloped it, bringing it to a halt mere inches from his face!

Pinkie blinked in confusion, frozen in mid air. "Huh? Hey, what gives?"

Rarity marched up behind her with an angry look on her face, arm still outstretched and hand glowing the same light blue that now surrounded Pinkie. "We are still contagious, Pinkie! I'll not have you spreading your, *ahem*, eccentricities like that."

Logan looked at the scene in front of him in confusion. Instead of Mistress or Coco, he had been 'greeted' by two technicolor girls, one white and purple and the other pink and pinker! "What the heck is this? Who are you two!?"

After glaring at an ashamed Pinkie Pie for a moment, Rarity turned to face her dear, and quite fortunate friend. "Logan, darling! I'm terribly sorry about that! I'm afraid Pinkie is still learning the proper meaning of personal space." Indeed, had she been even one second slower, Logan would be turning into another Pinkie clone! Or possibly something even worse, considering that she had likely altered the nature of Pinkie's spell as well...

Pinkie pouted. "Hey! I was just trying to give my new friend a hug!"

For his part, Logan looked at the multicolored women in confusion. How did the white one know his name? And why did they both look a little...familiar...? "Uummmm.....did I miss something? Coco? Where is your owner?" Surely Coco could explain whatever this was, right?

Rarity considered how she should respond to this situation. She HAD to be careful to NOT touch him, or let Pinkie touch him! That last thing she needed was more problems to fix..."Umm...Coco is..."

Twilight, who had been quietly observing the situation, decided it was time to step in! "Come on Rarity! He looks so confused!"

Logan looked around, even more confused. He didn't recognize that voice, but at the same time, it sounded really familiar...

Twilight's hologram materialized from the ceiling, an annoyed look already forming on her face! "Ugh, fine! I'll explain it to him!"

Logan had to be seeing things! "I knew there was something wrong with Bessy's milk..."

All three girls blushed, but Pinkie giggled and said, "I like him, he's silly~!" Rarity promptly facepalmed.

Really getting impatient now, but also feeling sorry for Logan, Twilight tried her best to explain. "Logan, listen to me. I know this will sound crazy, but I AM Coco! Also, Rarity is Mistress, and Pinkie is -" "IwasDavidbeforebutthatwassooooboringsoI - MMMF!"

Rarity quickly clamped Pinkie's mouth shut with her magic, an annoyed look on her face. She'd had quite enough of this foolishness. "Pinkie used to be David, I used to be Mistress, and Twilight used to be Coco."

Logan, of course, didn't believe Rarity, who he had finally remembered as being from that one pony TV show for little girls. It took a full 15 minutes of talking back and forth between all 4 of them for him to be convinced of her true identity.

Now that Logan understood the situation, he was reasonably concerned for his safety. "Ummmm, are you three planning to 'convert' me or something?"

Rarity was taken aback! Did her own friend really think so lowly of her!? "Oh, goodness no! Certainly not without your consent! Honestly, I'm almost offended that you'd even accuse me of something like that..."

Of course, Pinkie had to lend credence to his fears, by again whining about not being able to hug him. Hmph. Maybe Rarity HAD made some mistakes with her personality. The real Pinkie Pie would never be so thick headed...right?

Twilight, being the most rational of the three of them, decided to try and let Pinkie down gently. "Pinkie, it's okay! Logan knows you like him! ...Isn't that right, Logan?" she finished, giving Logan what she hoped he would interpret as a hint. According to her files on him, he could be a little slow on the uptake sometimes.

If that wasn't enough to get through to him, Pinkie's trademark 'sad-face' definitely got through! Logan quickly reassured her that he liked her, without touching her of course.

"Weeellll...okay! *Giggle*!" and just like that, Pinkie was back to her cheerful self.

Logan breathed a sigh of relief. "Okay then...Wanna try Moondrop Canyon? It's got a co-op mode!" he asked, hoping to get some semblance of normalcy restored.

Rarity grimaced. "Well, I'm sorry to say, as Rarity my tastes have changed..." She had tried on several occasions to get into (well, back into) playing videogames, but she just didn't like them anymore. She really had messed herself up, hadn't she...

"You know what? No. No! You are still my dear friend, and I refuse to let a bungled spell get in the way of that! I shall play Moondrop Canyon with you! And if I really can't get into it, I'm sure -" "Oh! Oh! I wanna play after!" "...-Pinkie will want to play with you..."

Twilight had never heard of this game before, and while she may prefer books, she considered herself to be at least a decent gamer! "I wouldn't mind trying it out!" at the very least, being a computer program, she should be able to brute force competent gameplay!

Logan was happy to see that some spark of his friends were still in there! He almost started towards them, before catching himself! He took a step back and said, "Sweet! Hope you're into farming!"

If only Applejack were here... Rarity thought to herself. "First, we should set some ground rules! Number one, from here on out, Logan cannot be in the same room as myself or Pinkie! I'm sorry, but I don't know what I'd do if anything happened to you..."

"Hey, no complaints here! I don't wanna get ponified or anything!" Logan instinctively took another step back, not out of fear, but simple self preservation.

"Excellent! Second rule. Pinkie...as long as Logan is here, YOU have to stay in your room. No offense, but between the two of us, I think you are the most likely to accidentally touch him." Rarity said to Pinkie, the latter looking downcast.

"Aww...okay...Can we play more than just one game then? I'll go nuts in there with nothing to do!" Pinkie replied, looking hopeful.

Rarity looked conflicted. "Erm...while I can't promise I shall play more than one game, I'm sure Logan or even Twilight would be willing to keep you entertained! He'll only be staying the night, nothing more!"

With the rules set, the three humans and one A.I. went to their separate rooms, with varying degrees of excitement. Hopefully this would just be a fun evening of gaming and chatting...

Luckily, everything went well! As she expected, Rarity quickly got bored, having to force herself to finish just the first game. She left after that, leaving Logan, Pinkie and Twilight to play various games. Several hours later, Logan was getting ready for bed...

Logan settled into the girly bed, no doubt redone by Rarity to fit her new tastes in decor.
That was surprisingly fun! It was so nice of them to let me stay the night...especially since 'Rarity' is worried about me getting 'infected' by her.

Logan slowly drifted off to sleep, unaware of the gentle pink glow slowly enveloping his body...

Logan found himself floating in a black void...
"Huh? Where am I?"

Suddenly, a giant eye opened up in the darkness and started staring at him...!
"Uhhh...Hi?"

Several more eyes appeared around him, scaring him a little! In his mind's eye, his eyes were now larger and turquoise instead of brown...
"Can you...please look away now?"

Over a dozen more huge eyes appeared all around him, every which-way he looked, he saw a staring eye...!
"Aaaahhh!!! Get away!!! Please!!!"
"NO!!!"

Logan shut his large turquoise eyes, completely terrified! But when he finally opened them again, the eyes were all gone, leaving nothing but darkness behind....
"Huh...? Wh-Where'd they go?"

Ha-ha-ha!
"Aah...! Oh...! You startled me..."

As Logan looked at the laughing mouth that had suddenly appeared, his outfit changed color in his mind's eye, now a soft pink top, and leaf green pants...

*Giggle*!
"Whaa-!? Um...wh-what's so funny?"

As the two mouths continued laughing, Logan's outfit changed again, the soft pink top shrinking and exposing his large belly. His hair also turned a gentle pink and grew out slightly. Logan continued to remain completely unaware of his changes...

Ahahaha!
"A-Are you laughing at me...?"

As more and more mouths appeared and started laughing, Logan's pink hair slowly grew down his back. His voice had also become soft and feminine, almost timid...

Baahahaha!
"Please stop it...!"

As the laughter grew louder and louder, Logan's pink hair grew out even longer! He didn't even register that it was odd that he could hide behind his bangs...

"Why are you laughing at me!?"
Logan dropped to his knees...
"*Sob*...! S-Stop laughing at me...!"
Logan curled up into a ball and began crying...

A butterfly flew in from nowhere and gently landed on her nose...
"Oh...!" Logan went cross-eyed as she tried to look at the butterfly on her smaller nose...

Suddenly, it started raining flowers! Everywhere a flower landed, a patch of grass formed. Soon, Logan found herself in a flowery meadow under a blue sky...
"I hope my allergies don't start acting up..." little did she know, her allergy to pollen was already a thing of the past...

As she looked around, her face gained some subtle makeup. Nowhere near enough to look slutty or anything, but it brought her face out of cute territory, and straight into adorable...
"Well...this is better..." Logan laid down on the soft grass with a sigh~..."Muuuuuch better~...."

Logan's eyes fluttered closed as she enjoyed the pleasant smell of the flowers all around her...
Then, she was suddenly at the spa with Rarity. She adjusted to this new knowledge easily, at this point knowing she was just dreaming...

Just relax, darling~...let the spa work its magic on you~...

Logan smiled as she felt the masseuse working their magic on her face, making it feel soft and supple~...
Logan let out a soft groan of delight as the masseuse gently kneaded her rolls of fat, slowly tucking them away into nothingness~...
She had to suppress a moan of pleasure as the masseuse tended to her tender breasts, each rub causing them to swell just a bit larger, until they finally stopped at a large F-cup~...
Fluttershy giggled as the masseuse worked on her thigh muscles, her legs gradually becoming long and shapely~...

Fluttershy slowly woke up from her pleasant slumber, having accidentally kicked the blanket off of herself in her sleep.

"Oh my...what a lovely dream..." she didn't even notice her higher voice, the magic having done its job very well. There was barely anything left of Logan now...Stretching out on the bed, she felt nothing unusual about her body. Everything felt perfectly natural and normal. She got up to go brush her teeth, her dream still fresh in her mind...

She spotted a stranger in the bathroom with her! "Eeep...!" Fluttershy quickly ran back out of the bathroom, panicking for a moment.

She then carefully poked her head around the corner, and saw the stranger doing the same. "Oh, you startled me...um...who are...you?"

It suddenly dawned on her that the 'stranger' was copying her every move, and looked VERY familiar...! Everything clicked into place in her mind, she was...a GIRL!

"Oh...my...! Wh-What happened to me!?" Fluttershy looked down at her suddenly alien breasts, watching them heaving up and down faster and faster as she started to hyperventilate!

As if the magic had a sense of timing, it chose this exact moment to transform her outfit! "Oh...! Oh my gooodness...!" in a matter of seconds, she was wearing what she now recognized as Fluttershy's outfit...!

"I...I better find Rarity...!" Fluttershy rushed out of the bathroom, hoping Rarity wouldn't be mad at her...

To say that Rarity was horrified would be an understatement. Not only had Logan gotten infected despite having not even touched either of them, but he had become a completely different character! The implications of this were definitely NOT good...The spell had changed when Mistress panicked and forced herself to become a different character! Instead of turning everyone either of them touched into a clone of Pinkie, the spell was transforming people into anyone BUT Pinkie! Not only that, but apparently spending too much time in the same vicinity as them was enough as well!

As far as Twilight could tell, Logan's personality had been completely overwritten by Fluttershy, though much like Rarity and Pinkie, she still retained memories of her previous identity. What was most concerning for her was the fact that the spell acted all on its own, and perfectly re-created Fluttershy, without ANY external guidance...

Pinkie felt a strange combination of excitement and sadness. She was sad because Logan got infected even though Pinkie had tried sooo hard to keep it from happening. But she was also excited that Fluttershy was here now! But then again, Fluttershy looked so sad...

Fluttershy felt horrible...not because her friends kept calling her Logan, but because...Even though she could still remember what it was like being Logan, she...she felt happier as Fluttershy! Oh, she was such a horrible person!

It was Twilight who suggested they all take a little beach vacation inside cyberspace. Fluttershy took a little convincing, but eventually she agreed. And so we find the three girls in swim suits hanging out on a digital beach, idly chatting and trying their best to relax...Or rather, Pinkie and Rarity were doing all the chatting, while Fluttershy sullenly listened.

Finally, Rarity decided to address the issue directly. "Logan, do you want to talk...?"

'Logan' blushed and stood up, facing away from both of them. "I'm Fluttershy..."

Rarity strained to hear Logan's quiet muttering. "I'm sorry, what?" At least he was talking finally!

Fluttershy winced. "Um...m-my name is Fluttershy..."

Rarity frowned in concern for the well being of her friend... "Logan dear, I can't hear you..."

"MY NAME IS FLUTTERSHY!!!"
"Meeep...!" Fluttershy's hands flew to her mouth! Goodness, she didn't mean to shout!

At last, Rarity understood...At the moment, 'Logan' was essentially gone, just like Mistress was for her. "Oh, you poor dear...I feel just awful about this..."

Fluttershy rubbed at her arm awkwardly. "It's okay...It's not your fault..."

Rarity paid Pinkie no mind, focusing on her other friend who was clearly in distress. "But it IS my fault! I never should've let you stay! It was too dangerous! I take full responsibility for all of this..."

Pinkie just couldn't stand all this sadness anymore! Having ONE sad friend was bad enough, but TWO!? She had to do something! "C'mon, Rarity! You didn't know! Um...want some virtual cake?" as Pinkie finished speaking, a triple-decker cake appeared on the ground, courtesy of Twilight.

Choosing to ignore the cake, Rarity insisted, "But I should have known! Honestly, what is wrong with me!? Just the other day, Mistress idly compared herself to a GODDESS! And she blundered THIS BADLY!?"

Seeing that the conversation was beginning to devolve, Twilight interrupted. "Rarity, maybe I should talk to her? I might be able to keep my emotions in check a little better, you know?"

Rarity chose to ignore that jab. "Very well, Twilight. Do you mind if we stay?"

Twilight's avatar appeared in front of Fluttershy, startling her slightly! "Sure Rarity, that's fine with me. It's going to be okay, Fluttershy. Rarity didn't mean to change either, but she's doing fine!"

Rarity briefly considered Twilight's words. She supposed she was doing fine, better than fine even! Striking a slightly dramatic pose, Rarity said, "I'm doing fabulously, Fluttershy! I'm sure, after a brief adjustment period, you will too~!"

Oh, how could Fluttershy be so stupid!? "Um...it's not that..." her friends all thought that she was struggling with her identity! Well, in a way she kind of was...

Twilight, Rarity and Pinkie looked at her in surprise and confusion. Rarity spoke up after a moment, "Then...what ever is the matter, dear? I thought...well, nevermind what I thought."

After several seconds of hesitation, Fluttershy finally admitted the truth. "I...I think I might want to...stay like this..." Fluttershy squeezed her eyes shut in shame! "I'm so sorry! You must think I'm a terrible friend!"

Rarity was shocked at Fluttershy's words! "What!? Why would you think that!?" Rarity wasn't shocked at the fact that Logan wanted to stay as Fluttershy, although that was a little surprising. She was shocked that Fluttershy would think Rarity could be so heartless!

Fluttershy 'helpfully' explained her thinking. "You're not friends with me...You're friends with HIM!" Fluttershy started tearing up! "I-If I stay like this, you...*sob*...You lose him! I-I don't want -" Rarity had heard enough! "Fluttershy, stop!"

At least Rarity truly understood now. Fluttershy was worried that 'Mistress' wouldn't let her stay as she was...And as much as Rarity hated to admit it, Fluttershy had good reason to suspect that...Well, Rarity was going to put a stop to THAT way of thinking right here, right now!

"I have no right to tell you what to do with YOUR life! And I'm sure Mistress will feel the same way!" Rarity said, hands on her hips!

Fluttershy couldn't believe her ears! "B-But -" Rarity raised a finger and pointed directly at Fluttershy! "No buts! If you want to be Fluttershy, then that is who you will be!

Twilight and Pinkie both affirmed their agreement with Rarity's strong words! What kind of friends would they be if they didn't?

Fluttershy allowed herself a small smile. Maybe things wouldn't be as bad as she thought?

Author's Note

I hope I portrayed "Logan's" nightmare well enough! Again, feedback is appreciated^^

6 - An Apple a Day

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!!!"

7 - The truth ain't always easy

Applejack screamed as hard as she could, so loud that her throat hurt. It was all true...Granny...Big Mac...even Applebloom...None of them were real! She felt tears streaming down her freckled cheeks...She just couldn't handle it.

Having gone through the first two stages of grief, her mind started working on the third. Bargaining. Maybe there was some way to make them real? Maybe...maybe there was! After all, SHE was real! And from what Twilight said, that wasn't always the case! If SHE could be real, then she knew her friends and family could be real too!

Her mood went from sad to hysterical as she started laughing and crying at the same time, knowing what she had to do! She just had to find out how she was 'created' or somethin'! And then do the same thing, but for all her friends and family! She rushed back inside the bunker, hoping that Rarity wouldn't be too mad at her for knocking her down like that...

She found Rarity talking with Twilight, the latter lookin' all shimmery and see-through. "Hey! Ah'm uh...sorry about before." Applejack sheepishly apologized.

Rarity and Twilight both let out a sigh of relief. They were discussing contingency plans for how to imprison Applejack if they had to, and were now both very glad that it probably wouldn't be needed. Rarity walked up to Applejack and hugged her, their boobs squishing together.

Applejack pushed Rarity off of her after a moment. "Heh-heh, okay, okay, c'mon Rarity. Ah think we both got stuff we need to say here."

Rarity had tears in her eyes. "We heard your scream up there...I cannot express how sorry I am for erasing you, Jack...And yes, I know you have no memory of him. I'm just apologizing to him because I don't know what else to say..."

Applejack gave Rarity a sad smile. "Oh Rarity...Ah know ya didn't mean to. Also, thanks for tellin' me this was because of somethin' you did. Ah was about to ask who made me 'real', ya know?"

Rarity frowned at Applejack's phrasing. "Oh my...there really is nothing left of him in there, is there? I just don't understand...Twilight, do you have any idea how my spell got so out of hand?"

Twilight frowned in thought. "Well...based on my records of Mistress's magic, the only logical explanations are either that you made a mistake, or that he encouraged this to happen somehow. I didn't watch him change for privacy reasons, but I did listen. He seemed to be really enjoying it right up until he forgot who he was..."

Applejack tilted her head in confusion. "Ah'm sorry, but who's 'Mistress'? Is that...you Rarity? Or who ya were before?"

"Ah, yes! I am, or was, Mistress! And unlike you, I actually remember being her! I should be able to transform myself back to normal in a few days, but I'm afraid the same can't be said for you...With nothing to anchor to, and no backup of him, Jack is essentially gone. If I were to try and bring him back, I would in effect be killing you..." Rarity finished with a downcast look on her face.

"Uh huh...well, Ah'm Applejack now. And Ah want my family. And Ah know you have the power to make that happen." Applejack glared at Rarity, as if daring her to deny her request.

Rarity gasped, having not expected that! "Y-You want me to do what!? But...I cannot just create life out of nothing! I'd need a living victim to transform! And I doubt I could find anyone who would want to become your family, especially an old lady like Granny Smith...Er, no offense to her of course!"

Applejack frowned. "Ah need my family...but Ah don't wanna erase someone else just to get them. What do you reckon we can do?"

Rarity sighed, not really having an answer...then she remembered the bimbos! They were practically brainless anyway! Surely Mistress wouldn't mind parting with a few of them...then again, maybe she would. "I'm afraid I don't really have an answer, but...Mistress might! Once I am able to turn back, I'm sure she'd be willing to help you! In the meantime, you at least have a few friends to keep you company here!"

Applejack didn't like the idea of being stuck on some island, especially in a bunker. "Yeah...could we maybe go somewhere else? Ah never really liked being underground..."

Rarity sighed again, agreeing with Applejack. Being trapped underground was awful..."While I do agree that these circumstances are less than ideal, I'm afraid we are contagious. Just a single touch will cause anyone who isn't already...like us, to transform into a character from the show. We musn't leave until I or Mistress is able to make it safe to be around us."

"Oh...boy howdy, Mistress really messed up this spell, huh? Are you sure it's not gonna, ya know, spread all by itself?" Applejack asked with legitimate concern.

Rarity was going to say no at first, but then she realized something. Mistress had no idea this was possible in the first place! Who's to say it wouldn't spread on its own, given enough time? "I...certainly hope not. But I don't know for certain."

"So uh...what now? You said we gotta wait a few days, right? What've you been doin' to pass the time?" Applejack asked, leaning against the cold metal wall.

Twilight decided to pitch in. "I suggest we get all five of us together! It would be a good way to break the ice and get everyone more comfortable. I even have a fun game in mind~..."

Applejack looked to her left, then to her right. She carefully considered her options...

"Never have Ah ever, worn a corset." Applejack made her choice.

"Oh dear..." Rarity said with an annoyed look on her face as she lowered her hand. "That hardly seems fair!"

Pinkie grinned at Rarity's plight, her hand still raised, along with everyone else's. "Oh c'mon Rarity! No need to be a sourpuss!"

Rarity stared at her friends in shock! "Really? None of you have ever worn a corset? Not even one time?"

Fluttershy looked a little embarrassed. "Um...they just seem so uncomfortable...not to mention embarrassing..."

"I never even thought of wearing one! Plus, I'm a computer, so..." Twilight felt a little guilty playing the 'I'm a computer' card, but the whole point of the game was to win, right?

Rarity sighed as her virtual shirt was removed, revealing the lacy purple bra underneath! "My turn!" Rarity considered her options for getting back at Applejack for that cheap shot..."Never have I ever...gone more than 3 days without bathing!"

Applejack facepalmed. "You did that on purpose, didn't ya?" Applejack felt her green crop-top vanish. "Apple farmin' is hard work! Sometimes Ah just don't have the time to get clean..."

Rarity gave Applejack a teasing grin. "Oh come now Applejack! You knew for a fact that I wear corsets all the time, it seems only fair that I -" "Got it~!" Pinkie said, having finally gotten her jacket off past her hair!

Rarity was surprised! Why would Pinkie not bathe for that long? "Pinkie? Really? Why ever would you not keep yourself clean?"

"Sometimes I party so hard, I forget to clean up after!" Pinkie was only a little embarrassed. "Like, there was this one time at Sugarcube Corner, I had 8 parties in a row! *Giggle*! Boy, that was crazy..."

They were all of course allowed to use their 'fake' memories as well, since it wouldn't be much of a game otherwise.

"Well, I guess technically I don't need to bathe, but I'll take my shirt off anyway! Wouldn't want to be left out after all!" Twilight said with a blush on her digital face, already enjoying the kinky game~...

"I wanna go next!" Pinkie said excitedly! "Never have I ever, opened a Hearths Warming present early!"

"Oh come on!"
"*Groan*..."
"Oh no..."
"Well, there was one time..."

"*GASP*! All of you!?" Pinkie was aghast at this horrifying news!

"It was when I was a little girl..." Rarity said dramatically as her panties were revealed for all to see! "I just couldn't help myself!"

"Ah swear it was an accident!" Applejack said defensively as the rest of her top was removed, leaving only a bra to cover her! "Ah tripped on it, and it opened!"

"Um...I..." Fluttershy was embarrassed as her shirt vanished, revealing her modest bra. "I-It was a poor kitty trapped in a box! I couldn't just leave her in there!"

Twilight blushed as her bra came off, lewdly exposing her nipples to her friends~..."I could tell it was a new book, and I just had to read it...Plus, Spike and I have a tradition to open one present early, but I don't know if that really counts."

Pinkie couldn't believe it...All of her friends broke the most important rule of Hearths Warming! "Wow...you think you know someone..."

Twilight happily raised her hand, knowing exactly what to say! "I'll go next! Never have I ever, needed to use a calculator to solve an equation." Nailed it.

"Welp, bye bye shirt~!"
"Okay, this is getting ridiculous!"
"Dagnabbit..."
"Not again..."

Twilight watched as all of her friends lost more articles of clothing~..."Why am I not surprised?"

"Only when I was younger!" Rarity felt like that wasn't entirely fair!

"You ARE a calculator, Ah call shenanigans!" Applejack knew that wasn't entirely fair!

"Don't be a party pooper, Applejack~!" Pinkie didn't care that it wasn't entirely fair!

"Um...c-can I go now?" Fluttershy wasn't entirely sure she liked this game...

"But of course! You don't need to ask permission, dear!" Rarity was simultaneously saddened and amused that Fluttershy felt the need to ask permission to take her turn...

"O-Oh...okay...um..." Trying her best to suppress her anxiety, Fluttershy raised her hand. "N-Never have I ever, sang in the shower." She looked around at her friends, but none of them had put their hands down..."Um...isn't this the part where one of you...?"

"Ah sing in the shower all the time."
"Me too!"
"I don't shower exactly, but I do clean my files, and sometimes I sing while I do, so..."
"I've done it a few times."

Fluttershy felt her heart drop right into her stomach..."Oh no...th-that means...!"

Fluttershy's hands flew to cover her breasts just as her bra vanished! She just couldn't take this anymore! "Um...c-can we play something else, please? I-I'm not really enjoying this...!"

Rarity suddenly felt very stupid. "Oh, of course dear! We don't want to make you uncomfortable!" Of course this would make Fluttershy uncomfortable! What was she thinking!?

"Aww..."
"Pinkie!"
"Whoops! Sorry!"

Still clad in just her boots and underwear, Applejack tried her best to help Fluttershy relax. "It's fine Fluttershy, we'll just do somethin' else! Who wants to play poker?"

"Ooh, could we play strip poker~?"
"Pinkie...!"
"Whoops, sorry!"

8 - Feel the Rainbow! Be the Rainbow!

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.

9 - A Night of Lunacy

Author's Note

This chapter contains clop, but it's hidden by a spoiler tag! I should mention this is my first real attempt at writing this kind of thing, so if it's not that good, please be gentle in the comments^^

9 - A Night of Lunacy

Beginning of Clop

In just a matter of seconds, both Rainbow and Nomiko were completely nude! Twilight had helpfully provided them with a double ended dildo that was curved in just the right way~...Despite being the smaller of the two, Rainbow took the dominant role, positioning herself on top of Nomiko!

Rainbow carefully and gently slid one end of the dildo into Nomiko's folds, eliciting a soft moan from her~...Rainbow then impaled herself on the other end of the dildo and began gently thrusting in and out of Nomiko~...

"Ooh~...You are good at this~! Faster, please faster~..." Nomiko moaned as she began eagerly thrusting back towards Rainbow, perfectly matching her rhythm~...

The magic found itself in a most peculiar situation. It's victim was already thoroughly saturated with a very similar spell, the only differences being the end result and the fact that the spell had locked itself in place, unable to spread itself to others...

"Heh, you want me to go faster~? Let me show you just how fast Rainbow Dash really is~!" Rainbow gradually picked up the pace, eventually reaching an almost frantic speed! This sent rapid waves of pleasure through both of them, and completely overwhelmed Nomiko's mind~!

The magic tried its best to alter Nomiko's mind, aiming to turn her into another pony girl. However, the sheer intensity of pleasure coursing through her body completely stopped the magic from being able to do much of anything! The magic chose to bide its time, reasoning that the victim wouldn't be able to keep this up for very long...

"Unf~! Aw yeah~! You like that, Nomi!? C'mon, say it~!" using one hand to steady herself, Rainbow began tweaking one of Nomiko's lewd nipples, sending a massive burst of pleasure through her already lust addled brain~!

"Ahhh~...! YES~! I like very much, Rainbow~! I...I going to...!" Nomiko let out a cry of pure ecstasy as she came hard, and knowing she had brought such pleasure to her hot girlfriend, Rainbow came just a few seconds later~! They both collapsed, panting from the exertion and pleasure~...

As the victims body began cooling off, the magic prepared to use the ample amount of energy it had stored from Rainbow's constant physical contact. This wouldn't be a simple transformation like the others had been, it was time to take things up a notch...

End of Clop

Rainbow and Nomiko were relaxing in bed, completely nude and still a little sweaty~..."Oh man~...That was toootally awesome~..." Rainbow said, a blissful look on her face.

"Yes~...awesome~..." Nomiko could barely think straight after such an intense experience! She was still a little out of breath~...

The magic steadily built itself up, having been supercharged by the intense passion Nomiko and Rainbow had just shared...

Rainbow playfully squeezed one of Nomiko's massive tits~..."Heh, you up for round 2~?"

Nomiko looked lovingly into Rainbow's eyes..."Oh Rainbow~...But of course~! We would love to~!" they both blinked at the voice and words that had just come out of Nomiko's mouth. As she blinked, Nomiko's eyes became larger and turned a deep midnight blue...

"Uhh...what?" Rainbow was VERY surprised to hear Nomiko's voice suddenly change in both tone and pitch, sounding deeper and more...mature, for lack of a better word.

"Hark! What has happened to Our voice!?" as Nomiko spoke, her hair turned a deep canary blue! She did not notice, but Rainbow did!

Seriously!? "Oh no...I think you're already changing!" Couldn't the magic stuff wait until after she was done having fun with Nomiko!?

Nomiko's hair began to become naturally wavy! "Truly!? So soon!? We had hoped we would at least have til the morrow..." she stood up and held out a few strands of her hair, her heart sinking as she realized that Rainbow was correct...

Rainbow stared at her girlfriend, having no idea why she was talking weird..."Why're you talking like that, Nomiko?"

Realizing that she was indeed speaking oddly, she struggled to stop. "We...I am not sure...It is...difficult for Us to...ME to not! Please Rainbow, help Us!"

The magic used the massive amount of energy it had stored up to rapidly transform Nomiko, pumping itself into her hair and causing it to begin naturally and magically flowing, as if it were in a gentle breeze. It then realized that her breasts were slightly too large, so it shrunk them from an H-cup down to a G-cup...

Nomiko both felt and saw her bountiful breasts SHRINK! This was...OUTRAGEOUS!

Staring at her girlfriends oddly familiar hair, Rainbow saw the enraged expression on her face..."Uh...Nomi...? You okay...?"

"NO! OUR GENEROUS BUST! WE DEMAND THOU RETURN IT AT ONCE!" Nomiko's eyes glowed white as the magic created a positive feedback loop, turning her into a magic generator and granting her the ability to use magic herself!

As Nomiko's skin turned a light indigo color, Rainbow was shocked at the sudden change in her girlfriend's mood, not to mention the glowing eyes! "W-What the hell!? N-Nomiko!?"

As if responding to her growing rage, 'Nomiko' grew several inches in height, putting her at a solid 6 feet tall! "WE ARE THE PRINCESS OF THE NIGHT! WE DEMAND RESPECT!" she literally shook the room with her booming voice!

Everything suddenly clicked in Rainbow's mind! "Princess of the...LUNA!?"

'Nomiko', hearing her girlfriend's voice, pointed an accusatory finger at her! "Fair and alluring Rainbow Dash, why dost thou stand there sputtering!? Help thy Prin...cess?"

Rainbow cowered before the might of who she now perceived as Princess Luna, and silently hoped she wouldn't attack her...

"We...We are a princess...?" Luna felt something shifting inside her mind as moon shaped earrings painlessly pierced her earlobes...

Rainbow calmed down as she realized that Nomiko might still be in there somewhere. "Um..." Black panties and indigo stockings, along with matching elbow length gloves appeared on 'Nomiko' as she stared at herself in disbelief...

As a lacy black bra cradled Luna's still impressive breasts, Rainbow tried to explain what was happening. "I-I think you're turning into Princess Luna, Nomiko..."

Nomiko...that name barely rang a bell in Luna's mind, and she suspected that in mere moments she would completely forget herself...Clinging to what little of her old self remained for just a moment longer, she said, "A...a Princess..." Her regalia appeared, as if confirming what she had just been told...

A glow began to envelop her, and Nomiko could feel herself slipping under..."Well, We suppose there are worse fates~..."

Princess Luna opened her eyes, feeling as though she had just woken up from a deep slumber..."Where...where are We? What has happened?"

Rainbow didn't know what to do now...would 'Nomiko' remember anything? Rainbow knew that she sure as hell didn't remember anything from before, in fact she only had Twilight's Rarity's word that she was ever anyone other than herself...

"Uh..."

Luna looked at the source of the voice, only for her jaw to drop and a fierce blush to appear on her face! It was Rainbow Dash...but she was completely naked! "Rainbow Dash!? Why art thou in the nude...?" Luna looked around the room, seeing a large double bed, and a very...lewd object resting on top of it. Understanding began to dawn...

"Um...I-I was...we were -" "Oh my~...Rainbow, We had no idea thou had...feelings for Us~..." a tiny sliver of Nomiko had held on and persisted into Luna's subconscious. A secret crush on Rainbow Dash, which in Luna's mind, had just now become a reality~!

Rainbow sputtered incoherently as Princess Luna started coming onto her!

Luna giggled at Rainbow's shyness, finding it amusing that the usually brash and arrogant girl had been reduced to a sputtering mess! "...Come then, Rainbow~!" Luna teleported her royal dress into the corner, then teleported over to Rainbow and physically picked her up with ease!

Rainbow let out a girlish "Eeeep...!" as she suddenly felt very small and vulnerable! Luna was so strong...Rainbow was used to being the dominant one in the relationship!

Luna licked her lips. "Show Us how much thou adore thy Princess~!"

Beginning of Clop

"U-Uh...L-Luna? Y-You really wanna...do it?" Rainbow stuttered out as Luna physically carried her towards the bed~...

Luna giggled at Rainbow's hesitation. "But of course, fair Rainbow~! We are a...what is the modern term? Bi? We thoroughly enjoy the company of handsome men, but We can also 'appreciate' an attractive young maiden such as thyself~..."

What ever response Rainbow was going to say died in her throat as she was firmly deposited onto the bed, and Luna picked up the dildo, lubricating it with her mouth~..."We hope thou art prepared, Rainbow~...We shall not be gentle~!"

Without another word, Luna drove one end of the dildo inside of Rainbow's folds, causing her to cry out in pleasure and just a tiny bit of discomfort! Rather than positioning herself over the other end, Luna began thrusting the dildo in and out of Rainbow, with the kind of skill only centuries of experience (or a magically rewritten mind) could grant~!

Rainbow bit her lip as she reeled in pleasure! "Mmmmf~...! L-Luna, c-could you-aah~!-s-slow down a little? I-I can't take it!"

"The fastest woman in Equestria wants Us to slow down~? Nay~! We shall go faster~!" Luna picked up the pace and increased her force, knowing that Rainbow's body could handle it!

Rainbow's eyes rolled up into her head as she had her brains fucked out! Within less than a minute, she was cumming hard~! "Gaaaahhh~...Ah! L-Luna, s-stop it I'm gonnaaaahhhh~!" Luna did not stop as she drove Rainbow to several orgasms, the smell of her juices filling the room and driving Luna wild~!

Luna orgasmed from just a few thrusts of her digits, since the smells and sounds Rainbow was emitting had already driven her close to the edge~! She finally removed the dildo from Rainbows swollen and puffy vagina, savoring the taste of Rainbow's cum as they both basked in the afterglow~...

End of Clop

Rainbow was left a gasping mess on the bed, while Luna was much more composed but still very satisfied~...

"Haah~...Phaaa~...Luu~...Luna~...We...we gotta do that again sometime~..." despite her initial hesitation, Rainbow had fallen back in love, or perhaps just lust, with the dominant Luna~...

"Mmm~...Indeed, fair Rainbow~...But that is for later! For the now, We must attend to Our royal duties! Please dress thyself and return to...where ever thou have been staying...Come to think of it, We are...a little confused as to where 'here' is..." Luna stood up and teleported her dress back onto her body, intent on figuring out where she was, having finally realized that she wasn't in her room...

Twilight promptly appeared in front of Luna, having been monitoring the audio the entire time.
"P-Princess Luna! Hello!"

"Twilight Sparkle!? Were thou...spying on Us!?" Luna was immediately protective of her new lover, not to mention concerned about possible scandals!

Rainbow chimed in, still half dressed and very upset! "Seriously NOT cool, Twi! Also, what's with the 'projection' thingy you keep doing!?"

Twilight's processors went into overdrive trying to quickly come up with a way to explain everything that wouldn't cause Luna to freak out and leave the base! "I...Uh...Okay, to answer your questions in order: No Princess, I was not. I was just waiting until you two were done with...what ever it was you were doing, and I thought you had finished. I WAS eavesdropping a little, but I didn't hear anything distinct." this was, of course, a total lie. "Rainbow, as for why I keep projecting myself like this, I am practicing a new spell! I think I'm getting pretty good at it, don't you?" again, completely lying. This could blow up in her face, but she didn't know what else she could say at this point!

Luna and Rainbow cast suspicious looks at Twilight, but eventually Rainbow said, "I'll just have Applejack ask for me. She's great at finding out the truth!"

Luna nodded and calmed down. "Twilight, We would appreciate it if thou would refrain from dropping eaves around Us, especially when We are in a private space."

Twilight sighed in relief, having averted a crisis at least for the moment. "Duly noted, Princess. One thing though...could I speak with Rainbow privately? Outside your room?"

Luna was again very suspicious, but nodded her consent.

Outside in the hall, Rainbow looked at Twilight with confusion. "What's going on, here, Twilight? Why'd you wanna talk privately?"

Twilight sighed, hoping Rainbow would understand. "Rainbow, you, Luna, and all the other girls are contagious. If you touch anyone, they'll become someone else just like Nomiko did. I need you to help me explain to Luna that she needs to stay here on this island. Oh, and also help me explain to her that she's on an island. I'm pretty sure she thinks she's in Canterlot."

Rainbow blinked, suddenly realizing the seriousness of the situation. Princess Luna could teleport! If they freaked her out, she could infect the whole world! Rainbow wasn't sure how much of the world was Equestria and how much wasn't. Her memories were all mixed up. But she had a feeling it would be bad..."...Okay, Twilight. I'll try to help. Maybe you should get Rarity?"

Twilight thought for a moment, and decided that would be a good idea...

A few moments later, Twilight, Rainbow, and Rarity were all standing in front of a confused and suspicious Luna. "...We can tell there is something thou are not telling Us. What exactly is going on here?"

Rarity opened up first. "Princess...please don't freak out when I tell you this. You are not in Canterlot, or even in Equestria."

Luna tensed up! Not even in Equestria!? "Where is Celestia!? We cannot raise the Sun yet!"

Rarity raised her hands in a placating manner! "Please Princess, relax! We are not on Equis at all! And I assure you, Equestria will be fine! Now, and this next part is terribly important, we are all are contagious. We must not leave this place until we can cure ourselves!"

Luna could feel her heartbeat speeding up as she took in this new information! She immediately cast a scanning spell on herself, and discovered that, at least in a way, Rarity was correct! Her magic was out of control, it was wanting to spread itself out into the world, and 'infect' others. She had no idea what might happen if it succeeded, but she wasn't going to find out!

"By the stars, thou art correct! Our magic is unstable! We must do something immediately!" Luna was already thinking of possible solutions!

Twilight chose this moment to pitch in. "Princess, not to discount your vast knowledge, but I am the Element of Magic. I'm sure with Rarity's help, we'll be able to fix this! We're already getting very close!"

Luna was no fool. She knew that it was highly likely that she was actually a victim of this infectious magic..."Please...be honest with Us. Are We...am I...truly who I think I am...?"

The three girls looked at each other uncertainly, and Luna instantly knew the truth. "We see...Do not tell Us who We were before...t'would be too painful..."

Rainbow felt her heart aching at the sight of her girlfriend so upset..."Luna...You were always an awesome girlfriend, even before...I promise..."

Luna smiled sadly at Rainbow...At least Rainbow got to keep her girlfriend...But then her mind turned again to Celestia. If Luna wasn't always herself, then was her sister even here...? "Where...Is Celestia here? Are We...A-Alone...?"

At first, none of the girls knew what Luna meant by 'alone', but Rarity was the first to understand. "*Gasp*! Oh Luna...you poor, poor dear...I understand what you mean. You're immortal..."

Luna felt as if her entire world had shattered. She was alone in the world, with no one to spend eternity with. Just as she felt the tears coming, Rarity spoke up. "...Well! You needn't worry about that! I may look like Rarity, but I used to be a very powerful being that called herself 'Mistress'! And SHE is immortal! Not only that, but thanks to her transformative magic, she can reverse the aging process in anyone she wishes! You shall NOT be alone!"

Luna promptly burst into tears, but tears of joy and relief! Sure, she may not have her sister, but she could at least have someone...perhaps Rainbow~? Time for that later, for now they all needed to fix their magic!

"We...*sob*...We thank thee, Rarity. And Mistress as well. Truly, you both represent the Element of Generosity well..." Luna wiped the tears from her eyes, knowing that she would have to do quite a lot to return the favor...

With the crisis completely averted and Luna more or less on their side, Rarity relaxed. "Now, er, I hope you understand the need for you to stay here, yes? I assure you, once our magic is stable and I am back to my true self, we'll all go on a vacation or something!"

Luna nodded, now simply wanting to be left to her thoughts. "Yes, We understand the situation quite well Rarity. Please, return to your work on fixing all of this! We need...some time to process all of this."

The three girls all left Luna's room, Rainbow returning to the others to tell them what had just happened, Twilight returning to monitoring the bimbos, and Rarity returning to her room to keep trying to reverse her own changes without allowing Mistress to return to her old ways...

10 - A Horrifying Revelation

Author's Note

NOTE: As of the publishing of this chapter, I updated some of the previous chapters to have less "telling" and more "showing". Please tell me if I still need to do more edits^^

10 - A Horrifying Revelation

The following day, Luna was pacing around her room in frustration. She had realized that Twilight had not kept her promise to cease spying on her, by asking carefully worded questions. Questions that Twilight could not have known the answers to unless she had spied on Luna earlier that day. As such, she was now refusing to speak out loud when she was alone, or at the very least not speaking as if she were truly alone.

Sigh...there is nothing to DO here...
So odd...We remember Our subjects...yet they all claim Our memories to be false.
Twilight...
She keeps things from Us...We know it!
She always changes the subject whenever We ask certain questions...

What exactly is the purpose of this place?
Why is such a powerful mage hiding on a remote island?
People don't hide unless they have secrets or enemies...

Her mind made up, Luna silently teleported into the lower levels she had detected earlier that day, intent on discovering the truth for herself...

The first thing Luna did upon arriving was seal her magic. In her boredom, she had found a way to render her ranged spells completely harmless to others. She could not keep it sealed this way for long, but it should be enough for her to at least look around a little.

Moan~...

Luna heard a distinctly feminine moan coming from around the corner...she cast a sound muffling spell on herself and peeked around the corner. What she saw would likely never leave her...

Staci panted as the vibrating dildo sent brain melting pleasure through her who body...with her eyes closed, she never saw the strange indigo princess cast a small, harmless spell at her head...

It was a good thing Luna had cast a muffling spell, otherwise the whole base would've heard her scream of horror at the suppressed memories that her spell revealed to her about 'Staci'...They were very blurry, but there were a few things that were certain: One, Staci used to be a man. Two, that man was brought here against his will years ago. And three, he never wanted to become a mindless sex slave, which was essentially what Staci was.

Mooo~...

Dreading what else she may find, Luna teleported past 'Staci', and followed the ominous mooing to a small room with green walls, painted to look like a pasture. Inside she saw a truly horrific sight, a cow-woman with MASSIVE breasts, larger than her head, hooked up to some kind of milking machine! She seemed to barely even be aware of her surroundings, and when Luna cast her scanning spell, another horrible scene played out in her mind...

She saw a blurry image of a man that reminded her of young Applejack. He had some kind of large magical device pointed at him. It fired, and he began to transform! His body twisted into an attractive woman, and his eyes glazed over. 'His' breasts and hips expanded rapidly, and his teats started leaking milk...

Luna had seen enough. She needed to get the girls out of this place at once, potential consequences be damned!

"Okay! I dare you to sprout the wings of a bat and stomp like a zombie, while whistling row row row your boat through a car wash~!"
Applejack stared at Pinkie for several seconds. "....Ah'm not doin' that."
"Awwwww, c'moooon..."

The girls, minus Rarity and Twilight, were playing truth or dare to pass the time since they'd actually run out of video games to play.

Rainbow smirked at Applejack. "Yeah, c'mon AJ! What are ya, chicken~?"

Applejack rose from her seat. "Wha'd ya call me?"

Fluttershy rolled her eyes at her friends antics. These two always had to turn everything into a competition...

"Ah can't do it through no car wash or sprout wings, but I'll be damned if Ah turn down a challenge!" Applejack was just about to start stomping around and moaning, when Luna suddenly teleported into the room!

"GIRLS!"
"Eeek...!"
Rainbow practically flew off her seat! "Luna! You scared Fluttershy!"

Luna knew she likely had mere minutes to act! "We are sorry, Rainbow! But there is no time! We all must go, now!" she could only hope they would trust her...

The four girls all stared at Luna, surprised at what she just said! "What!? Why!?" Applejack could tell that what ever was goin' on had the Princess spooked...

Luna wasted no time in explaining herself! "This place...it is terrible! We fear if we do not all leave now, we shall become little more than slaves to this place, and its vile Mistress!"

Rainbow had no idea what Luna was talking about. "Whoa whoa whoa, slow down! W-What did you find down there?"

Pinkie popped up out of nowhere to answer Rainbow's question! "Duh! She found the bimbos~! *Giggle*~!"

Luna gaped at Pinkie in utter disbelief..."Ms. Pie...thou knew of this!?" How could the Element of Laughter be so casual about such horrors!?

Pinkie got a little too close for comfort and said, "*Giggle*! I like bimbos! Bimbos are fun~!"

Rainbow started to understand...this place must be full of bimbos! "Uhh...I know you don't remember, but YOU were a bimbo before. You uh, came to this island for a little vacation or something." But...did that mean...

Luna felt her stomach drop at this revelation..."...Then We owe thee an unrepayable debt, dear Rainbow. To think...WE were...like that..."

Fluttershy normally wasn't one to butt in, but she had to defend her friend! "Everybody relax...I remember Mistress, and she's nice! Her bimbos are happy! I've seen them myself. Mistress wouldn't keep them here if they didn't want to -" "Nay, Fluttershy." Luna said solemnly.

"We have searched their minds...most, if not ALL were unwilling victims! They have been brainwashed into loving Mistress, and loving their captivity! They are SLAVES, Fluttershy..." Luna couldn't bare to look at the horrified expressions on the girls faces..."Perhaps some were willing, but like all of us, they are trapped in this place..."

Fluttershy was speechless! "I...I don't..." She trusted Mistress completely, but she also trusted Luna...

"Fluttershy...dost thou think We would be false with you? Please believe Us, We wish this were not true!" Luna practically begged Fluttershy and the girls to trust her.

None of the girls could believe that Rarity was actually a monster, but Luna looked sincere...
"N-No your Highness...I just can't believe it..." Fluttershy was on the verge of tears...
"Yeah...Me neither..." Applejack was torn between feeling horrified at what Rarity really was, and relieved that she had gotten off so easy...
"I thought Missy was my friend..." Pinkie's hair was beginning to deflate as she thought about what else Mistress might've lied to her about...

Rainbow spoke up finally. "How could Rarity DO something like that!?"

Luna put a stop to that train of thought immediately! "She is NOT Rarity! She is Mistress using Rarity's body and mannerisms. Please don't let this taint how you feel about the TRUE Rarity! This false Rarity is extremely dangerous. So, We beg of thee -" "Everyone!" Rarity, having the worst timing possible, teleported into the room!

A few minutes prior to this, Rarity had finally figured out a way to reverse the spell! It would take an enormous amount of magic, and a sort of 'impression' of Rarity would linger inside Mistress's mind for a few weeks after, but as far as Rarity was concerned, that was a good thing! Maybe Mistress would turn over a new leaf?

"I have wonderful news! I have finally found a safe way to reverse this magic!" Rarity said with her eyes closed in concentration.

Rarity focused her magic and began to allow herself to fade into Mistress...for a brief moment, she wished she might have been able to somehow separate herself from Mistress, but if she did that, Mistress would never change...

That was the final thought Rarity coherently had before she became nothing more than an imprint on Mistress's mind. As Mistress reemerged from within Rarity, she felt a little bad about all those bimbos in her base, locked away inside their own minds, blissfully unaware of who they used to be...

That was for later though! For now, she had to stabilize Luna, Rainbow, Fluttershy and Applejack, and turn Pinkie back to normal! Mistress opened her eyes...
"*Sigh*...MUCH better~...Now, about the...rest of you...?"

Luna had silently placed herself in between the girls and Mistress, frantically trying to think of how to get them all to safety! The girls had a mix of negative expressions, ranging from fear to anger. Mistress wasn't sure what was going on..."Um...hi?"

Planning to teleport blindly was utter madness! Luna had no idea where they might end up! But staying here was guaranteed to result in their enslavement or worse...
"Quickly everyone! Grab hold of each other!"

Rainbow wrapped an arm protectively around her girlfriend's waist, a furious look in her eyes.
Applejack grabbed onto Luna's shoulder, hoping Luna knew what she was doing...
Pinkie felt like she was betraying one of her oldest friends, but she reluctantly grabbed onto Applejack with one hand and Fluttershy with the other...
Fluttershy had started sobbing, unable to handle Mistress's betrayal of her trust...

Luna teleported everyone, simply envisioning a safe place, remote enough to avoid a mass infection, but still safe and livable. Luckily for her, the magic coursing through her guided her spell, ensuring they wouldn't end up inside a mountain or something...

Mistress stared slackjawed at the spot where her friends used to be...what the hell just happened!?

11 - Becoming One With The Sun

Author's Note

It should be noted that I completely changed the identity of the victim in this chapter, because I did not have permission to use them again. (They were someone else's OC)

NOTE: It is highly recommended that you use night mode to read the rest of this story. Some text will be virtually invisible on a light screen.

11 - Becoming One With The Sun

Kenny was on an extended vacation out in the forest. He had just gotten back from a group hiking trip on a popular trail and was resting in the two story cabin his family owned. He just loved being able to get away from the fast paced chaos of the city and just relax in the wilderness...

His peace was soon rudely interrupted by several girls all appearing out of nowhere and falling on top of him!
"Agh!" "Whoops!" "Whoa!" "Oof!" "Whaaa!"

Kenny was the first to extract himself from the pile of...strangely colored women?
"...Well, that's one way to make an entrance...You ladies alright? Also, what's up with your skin?"

Luna instantly realized that this poor man was infected by them all landing on top of him...
"We are sorry...We are out of practice with -" "Luna, get away from him! Infection, remember!?" Rainbow pulled at Luna, trying to get her away from the stranger!

Kenny stared at the strange women in his cabin. What were they talking about...?
"Infection? What do you mean? Also, have I seen you all before somewhere? You look really familiar...Whoa, what's up with your hair!?" Kenny stared at Luna's hair, watching as it blew in a breeze that he couldn't feel...

Luna shook her head sadly..."It is...too late, Rainbow Dash..."
"Aw crap..." Rainbow realized Luna was right...They hadn't even been out of that place for 10 seconds!
"Oh no...!" Fluttershy couldn't believe their horrible luck!
"Ah guess we did just land on 'em...not much we can do now..." Applejack couldn't stand not being able to do anything to help!
Pinkie just looked on sadly, her hair almost completely flat...

Kenny's hung open in disbelief. "Rainbow Dash...? That's...Ugh, what are a bunch of pony cosplayers doing out here?" he had thought the MLP craze had finally died down, but here there were a bunch of fan girls in full costume! Ugh, at least they weren't in fur suits or something...

As Kenny rolled his eyes, the magic awakened inside of him, expanding his eyes to a larger size without him noticing a thing...

Seeing his eyes change, Fluttershy was overcome with guilt! "*Gasp*! I'm so sorry!"

Luna knew better than to blame others for her mistake..."T'was not thy fault, dear Fluttershy..."

Pinkie sadly hugged the Princess, trying to make her feel better...Luna returned the hug for a moment, then gently pushed her away.

Kenny had seen enough of this, he wanted answers! "Hey! I'm still here, you know! Could someone please tell me what's going on!? How did you all get here? You just kind of...appeared or something!"

Luna composed herself as best she could, fighting back a few tears. "...What is thy name?"

Kenny didn't see any reason to hide his name. "Name's Kenny. Seriously, what is going on here?"

Luna did her best to commit that name to memory. "Kenny, We are sorry to inform thee, that thou are going to...transform."

Kenny just stared at Luna in confusion. Pinkie walked up to him, not even looking him in the eye.
"...You're gonna turn into a pony girl. Like us..." Pinkie could feel tears welling up in her eyes...how could Mistress lie to her like that...?

Kenny was very hesitant to believe the sad looking cosplayer, but something about this didn't add up...All of these girls were playing it straight, no smirks or grins to be seen. It was almost like they were dead serious...but that couldn't be.

The magic began building itself up again, and turned Kenny's hair blonde while also extending it down to his shoulders!

Kenny yelped in surprise! Grabbing onto a clump of his hair, he held it out in front of his face, his oversized eyes wide with fear...There was only one thing that explained everything...this was some kind of magic! But magic wasn't real! "No...No way! Magic isn't real! I-I've gotta be seeing things...!"

Oh this is horrible! How could We allow this to happen!? This makes Us no better than Mistress...
...No. No! We ARE better than her! This was a simple accident! What she did was no accident...
...Wait...

Luna could scarcely believe what was running through her mind, but she just HAD to try...
"Girls...leave Us. We shall...deal with this Ourselves."

All of the girls aside from Rainbow solemnly walked into the other room and closed the door.
Rainbow hesitated, wondering what Luna had planned. "But -" "GO!" "Eeep! Y-Yes Ma'am!"
Rainbow dashed out of the room, simultaneously frightened and aroused by how commanding Luna could be...

Kenny nearly did the same, but stood his ground. "Jesus, lady! You nearly gave me a heart attack!"

Luna turned to face Kenny, a determined look on her face. "We are sorry, but thou...er...YOU are already infected. At this point...she will be coming for you as well.

Kenny's eyes crossed and turned yellow as he tried to understand what was going on!
" 'She'? Who the hell is 'she'!? What do you mean she's coming for me?"
Kenny pointed a finger at Luna, only to see it turning grey! "Huh!?"

Luna's eyes widened as she realized that if she was to do what she had decided to do, she would have to act quickly!
"We have no time to explain now! Do not move, we shall help thee!"
Luna focused her magic into a her raised hand and cast a memory restoration spell, while picturing Celestia clearly in her mind...

Faced with the undeniable reality that not only was magic REAL, but also that a fucking SPELL had just been cast on him, Kenny's mind immediately went to anger! "Okay, what the fuck, lady!? First you tell me that you 'infected' me, and then that I'm gonna turn into a 'pony girl', and THEN you blast me with some kinda spell without even asking!?"

Nay...were We too late...? Luna thought to herself, seeing that Kenny's changes hadn't been reversed or taken in a different direction...

Then, in a flash of golden light, Kenny's hair changed color to the distinct combination of colors that belonged to her sister!"Huzzah! It has worked!"

As Kenny's eyes uncrossed, a big smile formed on his face! "R-Really!? So I won't turn into a girl?"

Luna's own smile vanished from her face. "Oh...well, no, We suppose not..." Luna placed her hand on Kenny's shoulder. "We...We are truly sorry, Kenny."

The magic, having received a huge boost from Luna's magic, began spreading throughout Kenny's body, causing his skin to turn almost pure white...

"W-What!? The what the hell did you do to me!? ...Answer me!" Kenny was torn between rage and horror!

"Thou...You are infected, and Our magic cannot undo this. But...Our magic CAN control thy transformation. We...thy shall become...Our sister." Luna felt ashamed of herself, but tried to rationalize her actions by telling herself that her sister would be able to help protect them all...

"S-Sister!? Like...like that one sun princess pony!?" Kenny had already put together who this woman was supposed to be. He wasn't a fan of the show, but had reasoned that the 'sun princess pony' was her sister...

Luna was surprised! "Thy...know of her? How...?" she had never been directly told about the show, and so had no idea...

"From that damn kids show that's weirdly popular with some guys. You know, 'My Little Pony'? All of you are from it!" Kenny said to Luna, surprised that she didn't already know about this.

Luna stared in disbelief at this knowledge..."The false Rarity...is truly mad...To play with others lives as though they were toys...why...? For what purpose would she do this!?"

"I...have no idea what you're talking about. I know this though, I am NOT going to become anyone's sist-*Gasp*!" Kenny gripped his throat, feeling his adam's apple shrink away to nothing!

Luna desperately tried to justify this to herself..."We are sorry Kenny, but thy have little choice in the matter..." but as she heard her own words, there was no doubt in her mind that this was wrong...

Kenny couldn't face the reality of his situation. "N-No...No no no...Get away from me!" Kenny ran upstairs to the bathroom, mostly just to get away from Luna...

"I gotta see this...This can't be happening to me!" with tears in his eyes, Kenny walked up to the bathroom mirror and saw his multicolored hair and oversized eyes...

"Oh my God...I really am becoming a pony girl! W-Why, I -" Kenny's nose tingled, then shrank into a cute button nose! "Aaaahhh!"

Kenny winced as his feminine scream echoed inside the bathroom, reinforcing the fact that he was becoming a woman!

*Knock Knock*

Luna's voice was somewhat muffled as it came through the bathroom door. "Kenny? We are very sorry about this!"

Kenny's despair turned to anger at Luna! "Why...leave me alone! Why can't you undo the spell!?"

On the other side of the door, Luna grit her teeth in frustration. Not at Kenny, but at herself...
"We wish We could...Our magic is Equestrian magic...Anything We might try would only infect thee even more..."

Despite how emotional Kenny was, he understood the logic of what Luna had said. "You've gotta be kidding me...I...so there's really no way to stop this!?"

Kenny didn't realize it, but this entire time the magic had been subtly changing his mind, mainly increasing his trust in his soon-to-be sister, Luna...

Luna desperately wanted to open the door so she could comfort him..."May We...come in?"

Kenny closed his eyes sadly, beginning to accept his fate..."...If there's nothing to be done, then...fine. Just come in!"

The door opened with a quiet creak, and Luna solemnly walked up to Kenny..."We hope you understand...this was never Our intention...The only one to blame for this is the false Rarity!"

"Hold on...who the hell even is this 'False Rarity'? I'm not even sure who Rarity is!" as Kenny spoke, his multicolored hair grew down to just above his butt. He failed to notice...

Luna knew that explaining who Rarity was would probably not be necessary..."It is a long story...but SHE is the one who did this to Us...to all of us! Your current situation is entirely HER fault!" Luna knew deep down that this was also partly her fault as well, but she couldn't admit it out loud...

The pieces started falling into place in Kenny's feminizing mind..."Wait, does that mean that you weren't always...Luna? Did you used to be someone else?"

Luna looked down at herself. "We...do not recall. The others claim We used to be a woman called 'Nomiko', but We...I have no memory of her. As far as I remember, I have always been Princess Luna..."

Kenny felt his panic rising...! "No...no no no! If that's true, will I lose my memories too!? Am I going to forget myself!?"

Though Luna did not want to make Kenny feel even worse, she couldn't lie to him. "Some of the others did not fully forget their...former selves, but it is possible, yes. They claimed the key to remembering yourself is having a strong enough will."

Kenny stared at Luna, feeling a surprisingly strong bond with her...and then broke down crying, because he realized that meant his mind was changing into her sister's mind..."*Sob*...S-Sorry...this is really scaring me...Can you just....stay here with me? I don't want to be alone for my...*sob*...l-last moments..."

Luna placed a comforting hand on Kenny's shoulder. "But of course...'Tis the least We can do."

For a few moments, neither of them said anything. Kenny let his emotions out, openly crying as his mind was gradually warped by the magic...

Meanwhile, the other four girls were having a tense discussion...

"Rainbow, will ya quit pacin' around!? We're tryin' to figure out what to do here!" Applejack shot a frustrated look at Rainbow.

Rainbow marched up to Applejack and jabbed her with a finger. "Hey! It's not my fault Rarity turned out to be a bad guy in disguise! It's not like we have the Elements either! Hell, I doubt they even exist in this world!"

Fluttershy tried to get between her arguing friends. "Girls! Stop it! Can't you see Pinkie is having a hard enough time as it is?" Fluttershy pointed to the pink woman in question, sulking in the corner with completely straight hair.

Rainbow hesitantly walked up to Pinkie. "...Pinks...? You okay? This is 'cause of what I said, isn't it?"

"NO! M-Mistress...she was my best friend! I-I've known her for years! O-Or at least David did..." Rainbow flinched away from Pinkie as she shouted at her.

Applejack tilted her head. "Ah know this probably ain't the time, but uh...who's David?"

"David was who Pinkie used to be before. I think out of all of us, Pinkie remembers the most from...before..." Fluttershy said, looking down at the floor.

Fluttershy walk up to Pinkie and placed a hand on her back. "I might've decided to stay as Fluttershy, but I can still remember being Logan...and I remember Mistress too. She was...one of my best friends. I know how you're feeling, Pinkie. But please, don't give up. We have to be strong."

Pinkie finally looked Fluttershy in the eye, a sad smile on her face. "*Sniff*...Thanks, Fluttershy...I'll...I'll try."

"Okay, now can we please talk about what the hell we're gonna do now? Ah mean, we're in a cabin for corn's sake!" Applejack said as she looked out the window, half expecting to see Mistress outside.

Rainbow joined Applejack in looking out the window. "I think the best thing we can do for right now is not freak out. We gotta wait until Luna and...I forget the other guys name. But we gotta wait for them before we make up our minds."

Back in the upstairs bathroom, the magic had finally built itself up enough for the next step...

Despite his despair, Kenny felt a blush rising on his face. "Nnngh...why is it so hot in here!? Is...is this normal!?" Kenny tugged at his collar, looking up at Luna.

Luna placed a finger to her chin. "From what the others told Us, yes..."

Kenny's vision filled with stars..."G-Guuuhhh..." then he lost his balance and fell backwards, bumping his head on the wall!

"Kenny!?" Luna knelt down and quickly scanned his head, before breathing a sigh of relief...

Kenny came to just a few seconds later. "Too...hot...Luna...I feel like my whole body is on fire!"

Luna stood back up to give him some space. "Just be still! This is normal..." We hope...! Luna silently added.

Kenny couldn't stand this heat...he felt like he was melting...
The sound of ripping clothes filled the bathroom as Kenny began growing larger, and then larger still!
Then, with one last burst of growth, Kenny's clothing was completely shredded off of his body, falling to the floor!

"E-Ehh...Th-There we-W-WHOA! WHAT THE!?" Kenny looked down at his body in shock! Not only was he practically naked, but he was...huge!

When he stood up to his full height, Luna found herself having to look up at him! Looking down at Luna, it really struck Kenny how tall he really was now! "Oh my God! Why am I so tall!? My whole outfit is ruined too...!"

Luna knew that this was going to happen, but it was still a little embarrassing to no longer be the tallest person in the cabin. "Well...*ahem*...D-Did We forget to mention thy would be Our big sister?"

Kenny's eyes briefly flashed yellow, and a playful smile formed on his face..."Well, I'm bigger than you in all the right places too~..." Kenny said as he struck a decidedly feminine pose!

He blinked, and a look of horror formed on his face! "Oh no, it's trying to take me over! Luna, you've gotta do something...!"

Oh dear...though this would have happened regardless, We feel...responsible... Her mind made up, Luna grabbed onto Kenny's shoulders and turned him so he was facing her. "Kenny, look at Us. We promise, WE shall never forget thee."

Kenny knew she was just trying to make him less afraid. "Never forget? But this is magic! You'll just see me as your older sister..."

Forcing a comforting smile onto her face, Luna hugged Kenny tightly. "Rainbow remembered Our...'old self', and told Us after We had forgotten. We shall do the same for thee!"

Kenny felt his heart swell with happiness! "Oh, Luna...thank you so much...I think I can truly accept you as my sister!"

As in reacting to his acceptance of his situation, his hips slowly started to grow wider, along with his ass pushing out behind him into a pleasant bubble butt! "O-Ooohh~...! S-So tight~...!" his underwear, the only article of clothing that had survived his growth spurt, finally completely ripped off of him! Without anything in the way, his generous hips and large ass jiggled freely, rivaling Luna's own impressive figure!

"Oh g-goodness...!" with a lewd slurping sound, his penis and balls were sucked back inside of him, reforming into a vagina and ovaries! As they did so, sticky white cum practically gushed out of her, her body no longer having any use for it!

By the stars! Was it this lewd when WE transformed...? Luna blushed and looked away. "Um...*cough*...w-would thou like some...privacy?"

Kenny ran her hands over her massive hips, a look of pure wonder on her face! "This should hurt, but it feels...so incredible~! Why does it feel so good~...?

Luna suddenly found the ceiling to be very interesting. "We would...suppose the false Rarity is to blame for that as well...she is...well...perverted."

"Ooh, so she's a naughty girl~? We'll have to punish her then, won't we~?" Kenny blushed, truly lewd scenarios running through her mind...

Luna was shocked at Kenny's words! "Thou are not behaving like Our sister at all! We beg of thee, snap out of it!"

Kenny gripped at her head, struggling to parse her own thoughts and emotions from whatever the magic was trying to do to her..."Nnnngh...what am I thinking...? I don't want to be like thi-*Mooooaaaann*~!" two massive breasts burst out of her chest, overwhelming her already fragile mind!

Oh my...! Th-This is surely the false Rarity's doing as well...! Surely they should not be...THAT big...

Kenny rubbed at her exposed nipples, eyes closed in sheer bliss..."I feel so warm all over, Luna~...It feels...so amazing~!"

Kenny sighed as a lacy white bra and panties appeared on her, giving her some badly needed support and modesty..."So soft...so comfortable...I love it~..."

Luna was horrified. Had she just...witnessed a death...? "Oh my...Um...K-Kenny? Art thou...still thyself?"

'Kenny' wagged a finger at Luna. "Oh, little sister...*tsk tsk tsk*...You really must learn the new way of speaking. Please, try that sentence again?"

Even though Luna had already had her question answered, she closed her eyes and focused. "Kenny. Are you...still yourself?"

'Kenny' stared at Luna oddly. "Who's Kenny...? And...wait...what's happening here? Why am in my underwear? And is my hair flat?"

Luna sighed. "Sister...We are...I mean, I am afraid that I have some...bad news."

Before Celestia could respond, her dress magically appeared on her body! "Oh...! Luna, did you do that? Warn me next time!"

"T'was not Us. Thou are not Celestia, at least, not fully." Luna said seriously.

"Wh-What do you mean, I'm not Celestia!? Of course I am!" Celestia's hair grew longer and began flowing just like her sisters. "But...why would you lie about something like that? This isn't a prank, is it?"

Celestia walked in front of the mirror and stared at herself. "Luna...why are we in a bathroom? How...how did we get here...? I swear I was just in the throne room..."

Luna walked up next to her sister, a frown on her face. "Please believe Us, sister...thou used to be someone else. An out of control spell has transformed you into Celestia in mind and body. Just as it did to Us..."

As her regalia magically appeared on her body without her summoning it, a feat that she knew to be impossible, it finally struck home for Celestia that Luna was likely telling the truth..."Luna...who is responsible for this?"

Luna looked away. "T'was the false Rarity. Her true identity is simply 'Mistress'. She is the one who first cast the spell. But...WE are the reason thou became Celestia, specifically."

Rather than getting upset with Luna, Celestia wrapped her in a tight hug, crushing their large breasts together. "Oh sister...you must've been so lonely without me...Just please tell me that you didn't do this on purpose..."

Luna broke from the hug. "Of course We didn't intend to infect Kenny! But...once it was clear he would transform regardless of what anyone did, We...I made sure you would come into being..."

Celestia let out a sigh of relief. "Thank goodness...Now, can I assume that I am also 'contagious'? That anyone I come in contact with will transform the way this 'Kenny' did?"

"Indeed. This is not Equestria, the people here do not have magic. In fact, the sun and moon move on their own! But there is a more urgent matter. This 'Mistress' is extremely dangerous. She keeps sex slaves, and was no doubt planning to do the same to Us, and the other girls downstairs! We fled blindly, and...ended up infecting poor Kenny." Luna knew she had to get her sister up to speed quickly, as they were all still in grave danger!

Celestia was horrified at this news! "S-Sex slaves!? By the sun...we must help them!"

Luna nodded grimly. "Yes, We agree. However, we all must first ensure our own safety. We have an idea for that."

Celestia shook her head. "Really Luna, sometimes even I have a hard time understanding you. It's been such a long time since anyone spoke that way. But that's for later! What's your idea for protecting our subjects?"

Pinkie perked up a little. "Hey! I think I hear them coming back down!"

Applejack stood up from the chair she was sitting in. "Well, let's go see who he turned into..." she followed behind Rainbow, who was of course the first one to enter the living room. Applejack saw that Rainbow was staring at the staircase in shock. "Aw crap, is it that...bad...?"

Celestia awkwardly stood at the bottom of the stairs, unsure of what to say. "H-Hello Rainbow Dash. Applejack. Fluttershy? Pinkie Pie!? Luna, how many victims of this spell are there?" she looked back up the stairs at Luna.

"This is all of them, sister. There are six of us now...And We fear that number will grow before We can get a handle on this." Luna said as both her and Celestia walked out into the living room.

Pinkie walked up to Celestia, looking up into her eyes. "D-Do you...remember? Please tell me you remember!"

Celestia saw that Pinkie was on the verge of tears..."I...I wish I did, if only for your sake. Please don't blame yourself for this, Pinkie. From what I understand, this 'Mistress' is the one truly responsible."

Pinkie started crying. "*Sob*...M-Mistress was my best friend! I-It was her idea, but I said yes!" Celestia pulled Pinkie in for a gentle hug, unintentionally squeezing her breasts into Pinkie's face! Pinkie blushed, her previous sadness not forgotten, but no longer at the forefront of her mind...

Rainbow, now able to see that Pinkie's entire head was at most the same size as ONE of Celestia's breasts, blushed even heavier. Applejack saw this and jabbed Rainbow with her elbow.

Luna gently interrupted. "Sister...the plan?"

Celestia, still hugging Pinkie, began explaining. "Ah, yes. Luna has informed me of the situation. She also has a short term plan that should allow us all to hide from Mistress for the time being. The two of us will create a crystal that will hide all sentient life in the area."

Celestia finally broke the hug with Pinkie, looking down at her blushing face. "I'm sorry Pinkie, but I have to go with Luna now. Don't worry, we will figure everything out."

Luna's face hardened as she thought of all the unneeded suffering the false Rarity had caused.
"We will use the attic to house the crystal. It is imperative that the one powering the crystal is not disturbed! Dost thou understand?"

"Yes Ma'am!" Rainbow saluted.
"Yep, Ah understand." Applejack nodded, a stern frown on her face.
"Okay..." Pinkie tried her best to smile.
"Oh my...Won't you get tired?" Fluttershy asked in concern.

Celestia gave Fluttershy a reassuring smile. "Not to worry, my sister and I will take turns resting. Just like how we would have in Equestria!"

Rainbow rubbed the back of her head with her hand. "Y-Yeah...if it was...ya know, real..."

Applejack wrapped her arm around Rainbow's shoulder. "Equestria might not be real, but WE are! And we aren't gonna let that nasty Mistress change that!"

Celestia nodded with a determined look on her face. "Exactly. Now, the two of us must create the crystal right away. I will take the first shift, since Luna will be doing most of the work in making it."

With that, both sisters headed back upstairs...

"*Grunt*...!"
"Careful sister...!"
"Hhhhaaa...!"
"Just a...little...more...!"
"Yes...! That's it...!"
"Uuurrgh...!"

A three foot tall indigo crystal pillar now sat in the middle of the attic between the two sisters. "There...! *Whew*...We are truly exhausted." Luna said, her face red and tongue hanging out of her mouth.

Celestia brushed a few bangs out of her face. "Rest sister...I can handle this for now."

Luna tried to compose herself. "We shall...after We inform the others that the crystal is finished..."

Rainbow dashed over to Luna before she even stepped off of the stairs. "So!? We heard a lot of grunting up there! Everything okay now?"

Luna gently pushed Rainbow back. "...Yes. The crystal is-*yaaawn*...working now."

Applejack rested a hand on her hip. "You sound plum tuckered, Princess. You go on to bed now, we'll be fine here."

Luna suppressed another yawn. "Do not leave sight of this cabin, under ANY circumstances. If she finds one of us, she will soon find all of us..."

With that, Luna walked off to find the bedroom, silently hoping there were enough beds for everyone...

12 - The Sun Sets and Shimmers

Author's Note

Sorry for taking so long to get this chapter out^^

12 - The Sun Sets and Shimmers

Jake had always loved hiking, ever since his Dad took him when he was a kid. Although his Dad was now in a nursing home, Jake still tried to go hiking in the nearby mountains at least once a month! And so here he was, out on a familiar trail in his hiking gear. On some level he knew hiking alone was dangerous, but the sheer feeling of freedom he got from it was enough that he rarely hiked with anyone else.

Jake took a deep breath through his nose, savoring the scents of nature. "Man...it is SO nice to get away from people for a while...just me and the forest!"

His hike continued undisturbed for a few hours, very little of note happening. However, he eventually noticed that the sun was setting, and decided to try and find a decent place to camp for the night...

Meanwhile, Pinkie Pie was trying to soak away her emotions in a lake near the cabin. "*Sigh*...Come on Pinkie, you gotta cheer up! Your friends need you, the real you..."

Just then, Pinkie heard a twig snap! "Eeek! A bear...!" She quickly jumped into some nearby bushes, hoping that the bear or whatever it was wouldn't be able to find her!

It of course wasn't a bear at all, it was Jake. As he walked into the small clearing around the lake, he completely failed to notice the small tufts of pink hair poking out of one of the bushes...

Wow...what a sparkly lake! It's just beautiful in the sunset...Hmm...I better fill my bottle here.

Pinkie, meanwhile, was beginning to panic! What was this guy doing way out here!? He needs to get out of here before he gets infected! She watched him fill his bottle from the lake, relieved that he wasn't coming over to the bush she was hiding in...

Jake began drinking from his full water bottle. He only intended to take a sip, but as soon as the water touched his tongue, his eyes closed in sheer bliss...This was the best water he ever tasted! It was almost...magical~...He completely failed to notice as his skin slowly turned yellow...

Oh no! Just drinking the WATER was enough!? What do I do!? What do I do!?

Jake admired the lake for a few moments longer, before he noticed a large cabin a short distance away. "Oh, there's a cabin over there! Well, I doubt they want some random hiker barging in. I better get going." Jack turned to leave...

Pinkie jumped out of the bush, the fact that she was nude never crossing her mind! "WAIT! Don't go!" "Gah!"

"Naked lady! Who's...pink...?" Jake to a few steps back from the crazed naked woman who had seemingly appeared out of nowhere. What the hell is she doing out here, naked!? Was she skinny dipping in the lake...?

"*Gaaaaasssp*!"
"IknowI'mnakedbutyoureallyneedtolistentomeyoujustdrankponywaterandnowyou'regonnaturnintoaponyandit'sallmyfaultandI'mreallyreallyreeaallysorry!"

Jake stared at the woman, unaware that he was slowly losing height..."Um...lady?"

"ImeanthisisjustterriblejustHORRIBLE! IleftthecabinforthirtyminutesandIalreadyinfectedsomeone!"

As Jake tried to make sense of what the strange woman was saying, he continued to lose millimeter after millimeter of height, and a slow moving wave of orange started to flow from the roots of his hair down to the tips, and his beard had pulled pack inside his jaw...

"Pinkie...?" Jake's mind had seamlessly shifted, he now suddenly knew this woman, new memories forming in his mind as his old life slowly began to be replaced...

"WhyamIsostupidWhyWhyWhyWh-Why-y-y!?"

"PINKIE!" Jake failed to notice his continuing changes, even as his hiking jacket lost its sleeves and his hiking boots gained a decidedly feminine looking style, complete with a 2 inch heel...

"WHAT!? Can't you see I'm having a moment here!? As Pinkie finally began to get ahold of herself, she really got a good look at the hiker...

Jake rested his hands on his hips, the motion completely natural for him. "Yes, I can Pinkie...But, I can't understand you, you're talking too fast. What in the world has you so upset...? And uh...why are you naked?" Jake blushed and looked away, conflicting feelings running through his rapidly changing mind...

Pinkie suddenly realized she was naked! "Oh, whoops! Be right back!" she then vanished in a blur of movement, faster than Jack could process!

No more than three seconds later, a fully clothed and dry Pinkie appeared behind him! "Sorry about-" "Gah! You know I hate it when you do that, Pinkie!"

Pinkie looked at the hiker's clothes, realizing just how quickly he was transforming! She wasn't sure who he was becoming, but she knew she needed to find out who he is, before he forgets! "Nevermind that! Quick! You gotta tell me who you are!"

Sunjake looked oddly at his friend Pinkie Pie, confused about why she suddenly needed to know who he was...

"Pinkie...? Are you okay? You're really starting to worry me." Sunjet placed her hand on Pinkie's forehead, trying to see if she had a fever...

Pinkie stamped her feet! "Come on! You're running out of time! Tell me your name, quick!"

"Sunset? Seriously, do you need a doctor or something, Pinkie?"

Pinkie's hair went completely flat. "Oh no...It's too late...I never even found out your name..."

Okay...I have no idea what's going on with Pinkie, but I need to get her to calm down. She seems to think I'm someone else...

As Sunset tried to figure out what she needed to do to help her friend, her outfit finished changing, not that she ever noticed anything was happening. She did notice her hips popping into place, however...

"Ow! Hey, what the heck? My hips just...popped for no reason. Pinkie? Um...why are you looking at me like that...?"

Pinkie could only look on as the former hiker's backpack morphed into a small black purse, and her chest slowly swelled up into a generous set of D-cup boobs...
As the last of Sunset's changes finished, with her hair growing down her back and reaching her now plump ass, Pinkie couldn't help but mourn for the unnamed hiker who had basically died in front of her...

"Hey, come on Pinkie! Where's that happy go lucky girl I made friends with back at Canterlot High? What ever has you down, I'm here for you, okay? ...Pinkie? C'mon, you're scaring me! Say something!"

Pinkie smiled sadly at Sunset..."Oh well...at least I get another new friend, right? Come on, Sunset. We need to get back to the cabin, okay?"

Sunset looked around, truly seeing where she was for the first time. "Wait...cabin? How did we even get here? Where even IS here!? Pinkie...w-why can't I remember how I got here?"

Pinkie gently hugged Sunset, mostly to hider her own tears. "*Sniffle*...The princesses can explain everything, okay? We really need to go-"

Sunset broke the hug and stepped back! "Th-Th princesses!? Y-You mean Celestia!? B-But I'm not ready to see her! A-And...wait, what's she doing in OUR world? What about Equestria?"

Geez...How come this guy got his mind all scrambled and I didn't...? Mistress...What did you do...?

Sunset grabbed Pinkie by the shoulders and started shaking her! "PINKIE! Talk to me! What the hell is going on here!?"

Pinkie pushed Sunset off of her. "S-Sunset...listen, okay? It's super complicated, and it's too dangerous for us to stay out here. I'll try to explain on the way back to the cabin, okay?

As the two pony girls neared the cabin, Sunset's head was spinning..."So...let me get all this straight. Up until...like, TEN minutes ago, I was some guy hiking in the forest!? And then I drank magic water and became...well, me?" "Uh huh..." "And YOU used to be a guy too, along with basically ALL of our friends, and all of this is because of this incredibly powerful mage who just calls herself 'Mistress'...?" "Yup..." "And now everyone in this cabin is 'contagious', and if anyone touches us or anything like that, they'll ALSO transform into...someone we know...?"

Sunset leaned on the outside of the cabin, barely registering the fact that they had arrived..."Fucking hell...So what? I'm not the REAL me? Are ANY of us real...?"

Pinkie just slumped her shoulders. "Come on, we're here..."

They entered the front door of the cabin, both dreading what was about to happen, though for different reasons...

"LAND SAKES! What's SUNSET doin' here!?" Applejack rubbed her eyes. It couldn't be...

"Uhh...hi AJ. I'm uh...guessing you've never met me before?" Sunset winced as Applejack walked right past her and up to Pinkie...

"Pinkie Pie! Did you have somethin' to do with this?"
"Uh...y-yes...I'M SORRY! I didn't mean it, I swear!"
"It's okay, Pinkie...I forgive you. AJ, leave her alone! It wasn't her fault."
"If you say so...Ah better get the others..."

Rainbow and Fluttershy were horrified to learn that someone else had already been transformed, but at the same time were glad to see a familiar face at least. Sunset was happy that she at least had most of her Canterlot High friends to help her face Celestia...

"Okay...I'm ready to face Celestia. Let's go." Sunset had already taken a couple steps towards the stairs when Applejack stopped her.

"Wait! Ya can't! She's gotta concentrate! She needs to keep that magic crystal thing goin'. If she doesn't, Mistress'll find us for sure!"

Sunset let out a sigh. "Okay...well, how about a video game to pass the time?"

Fluttershy sat in a chair with her arms folded. "Um...well, we don't have any here."

Rainbow leaned on the back of the same chair. "Believe me, we looked...And before you ask, there's no TV out here either. Just some boring books and a generator for power..."

Sunset's jaw practically hit the floor.
No games, no TV!? No way. I've gotta do something about this. As soon as Celestia switches with Luna, I'll talk to her. In private...

13 - Composing a New Duet

Author's Note

I apologize for the long delay between chapters^^
I have many other projects I'm working on.
Also, I slightly changed this transformation from the original.

13 - Composing a New Duet

Now that she was actually about to speak to Celestia, Sunset found herself getting nervous...

Okay...There's bigger things going on than just YOU, Sunset...You need to do this. Not just for yourself, but for your friends too! Just walk up those stairs, wait outside the door, and - "Sunset...?"

Sunset spun around and found herself face to face with Princess Celestia! All of Sunset's fears and anxieties doubled, then tripled, and it was everything she could do to not just run away...!

Celestia of course had a memory of Sunset's betrayal, but she quickly realized this was almost certainly just another poor victim of the magic..."Forgive me. Do you have any memory from...before?"

Sunset tilted her head in confusion. "...Before? Before what? Oh! You mean before I was...me? Um...no, nothing. In fact, I only really have Pinkie's story to go on. It's...a little hard to believe..."

Celestia smiled sadly at Sunset. "That makes two of us. I also have absolutely no memory of who I was before I became infected. All I know is what Luna told me...*Yaawn*...I'm terribly sorry Sunset, but I'm quite tired..."

Sunset quickly spoke up. "Wait! I uh...I need to talk to you about something. We can't just sit here and hide forever. We need food, water, not to mention entertainment!"

Celestia held back another yawn..."You are...right of course, but with only Luna and myself able to cast magic, I'm not sure what alternative we have..."

Sunset's eyes lit up at Celestia's words! "Magic!? I can do magic! I'm just as good at it as ever! Princess, I can help!"

Celestia actually felt herself perk up! "Really!? *Ahem*...Could you power the crystal we're using to hide ourselves? Um, please?"

Sunset bit her lip in thought. "Uhh...I mean...maybe? You probably shouldn't just leave me all on my own at first, but...once I learn how to cast the spell consistently, I might be able to...But that's not what I meant! I have this idea. What if...we made little versions of that crystal that absorbed our contagious magic?"

Celestia's eyes opened wide! "...Mistress is no doubt searching for Equestrian magic specifically! If the crystal could hide the magic by absorbing it..."

"She wouldn't be able to find us, exactly!" Sunset finished for her. "Princess, I can make special crystal necklaces that should last for at least an hour! Not long enough to do anything crazy, but assuming there's a city decently close by, one of us should be able to drive into town and get supplies!"

Celestia forced her mind to think about what Sunset was proposing...On the one hand, they would need supplies sooner or later, and this idea would be perfect for getting them. But on the other, there was a chance of infecting people in the city! If that happened...

Celestia nodded her head. "It's very risky...but I must prioritize the well being of my subjects. Alright Sunset, make as many of them as you can. You-*Yawn*-You will need to test them thoroughly before you send anyone out. Wait, what if Mistress finds them while they're away?"

Sunset smirked. "I already thought of that! All they have to do is touch the crystal while thinking about returning to the cabin, and it'll use the stored up magic to cast a teleportation spell! O-Of course, any non-Equestrian standing too close would definitely be exposed to the magic. But the teleport spell is a failsafe." Sunset finished, much less enthusiastically.

Celestia let out a long sigh..."I still want you to do this...Even knowing the risks. Without supplies, we'll starve or end up captured. Now...*Yaawwn*...Please excuse me."

The next day, Sunset had successfully tested two of the crystal necklaces! All that was left now was to decide who should go...

Sunset frowned in thought. "I really think I should be the one to go. I know my magic is stronger, but I know how these crystals work."

Rainbow butted in. "C'mon Sunset! I really gotta get outta here for a while! I'll be careful, I promise!"

Fluttershy chimed in. "I-It shouldn't be me or Pinkie, I think...I-I'd be too nervous, and Pinkie is just so sad..."

AJ gently wrapped an arm around Fluttershy's shoulder. "Don't you fret none. No one's gonna make you or Pinkie Pie go if'n ya don't wanna. How 'bout this, Sunset? Ah'll go with RD and make sure she stays outta trouble. Ah ain't got no magic, so there'd be plenty of time before them crystals get full, right?"

Rainbow grinned hopefully as Sunset looked at the ground in thought. "Technically we all have magic, but mine IS much stronger...*Sigh*...Okay, you two can go."

Rainbow jumped for joy! "YEAH! I-I mean, thank you. We'll be super responsible and careful not to touch anybody."

A short while later, AJ and Rainbow were driving away in the car that belonged to Kenny...

AJ looked 'normal' enough to not get any stares, but with Rainbow's sky blue skin and wild looking hair, several people were curious and wanted to talk to her. There were several close calls, especially waiting in the checkout line, but they had managed to buy about a week's worth of food, along with a TV and several games. Now all they had to do was get back to the car...

AJ let out a sigh of relief. "*Whew*...Ah hope we have a better way 'a doin' this next time. If there is a next time..."

Rainbow frowned as she saw AJ's dour mood...Then she smirked. "Hey, I know what'll put the Apple back in your Jack~...Race ya back to the car!" With that, Rainbow took off...without her cart.

AJ groaned. "Rainbow, git back here! We got TWO carts! Aw nuts..." AJ frowned as she realized Rainbow had completely ignored her.

Chasing after her, AJ rounded the corner just in time to hear Rainbow scream - "LOOK OUT!" - before vanishing in a bright flash of light! "Awww HAYSEED! Ah better git back quick! Gotta get this stuff in the car and use the crystal...Ah just hope it works right..."

As quickly as she could, AJ loaded both carts into the car, having to use the back seats to fit it all. Then, she touched the car and the crystal necklace around her neck at the same time, and thought of the cabin - FLASH!

AJ and the car reappeared near the cabin, thankfully a short distance away from where Rainbow arrived. "Rainbow, you - !" AJ stopped as she realized what had happened...

The magic stirred within two young women as they lay on the ground. One had her hair dyed an unnatural blue, and had dark skin. The other, significantly shorter, also had unnatural hair, but it was short and green instead of long and blue. She also had her eyes closed, despite clearly being awake...

Rainbow stood between the girls laying on the ground, her eyes wide. "Ohmygosh Ohmygosh Ohmygosh! I am SO sorry! Please be okay please be okay!"

The shorter woman, having heard a stranger's voice, responded. "Ugh...It's okay...It's probably my fault. I'm blind...Hey, why am I suddenly on grass...?"

As the petite woman spoke, a wave of magic swept across her skin, turning her already somewhat pale skin completely white...At the same time, the taller woman's skin gradually turned a pale grey...

Seeing what was happening to them, Rainbow shrieked! "Whatdowedo!? AJwhatdowedo!?"

AJ frowned. "Ain't nothin' we can do, Rainbow. It's too late..."

The short blind woman felt very strange...like something was happening to her body. The magic slowly built up inside her chest, before slowly pushing her small breasts out, growing them into solid D-cups! Her eyes shot open in surprise, and then a miracle happened...!

"AAAAAHHHH! I can SEE!" AJ and Rainbow jumped back as the woman shot to her feet, tears forming in her red eyes! She turned to see a beautiful person, the first person she had ever seen! She ran up to her and hugged her as hard as she could! "Th-Thank you! Thank you soo-o-o-o much! Please tell me your name!"

AJ struggled to breathe as she responded. "Hhhnnn...Ah'm Apple...jack...and that's Rainbow...Dash...!

The formerly blind woman looked up into the face of Applejack, trying to memorize every last detail. She failed to realize that her hair had grown slightly longer and spiky, the roots already starting to turn neon blue...But then she suddenly heard her friend!

"Ugh...good gracious, what hit me..." The now grey skinned woman stumbled to her feet, having taken a solid hit to the head...

"Nat! Nat! I can see! I can see-hee-hee~!" The formerly blind woman ran over to the now named Nat, eager to share the fantastic news!

Nat let out a gasp as she saw her friend! "*Gasp*! S-Serenity! Your skin! I-It's white!"

Serenity looked at her arm, still overjoyed at the fact that she could do that! "I know! I know! I can see it~!"

It didn't even occur to Serenity that she shouldn't even know what white is, nor that it was odd for her to have pure white skin...Meanwhile, Nat was too distracted by Serenity to notice her hair was steadily growing, her blue dye slowly fading away to reveal her natural black hair color...

Nat stumbled, unaware it was because she had just grown a few inches. "No Serenity! I-It's the wrong color! *Gasp*! S-So is mine! I'm...grey!?"

Serenity grabbed Nat by the shoulders, looking her square in the eyes and making her blush. "Nat, listen to me! I. Can. See!" As Serenity finally got Nat's attention, Serenity also grew in size, now matching Nat's already enhanced height...

For her part, Nat only barely registered her girlfriend's change in height, only now realizing that Serene was actually looking at her! Nat's mouth dropped open in shock, before a wide grin appeared on her face! "Serene...come here, my love~..."

Serene blinked in surprise as Nat passionately kissed her! Serene soon melted into Nat's loving embrace and returned the kiss, the mutual act rapidly accelerating both of their changes...A swirl of neon blue here, a fancier outfit there...

Rainbow and AJ could only look on in horror as two innocent victims blissfully transformed, completely unaware of what was happening to them...

By the time they opened their eyes, both had completely forgotten that anything was wrong about their bodies, only remembering that they had been teleported by Rainbow Dash of all people...

"Heh, I love you too, Tavi. Now, could we figure out where the hell we are?" Vinyl Scratch said as she mussed Octavia's hair, making her blush all over again...

Octavia straightened her hair, before looking past Vinyl to an oddly depressed looking Rainbow Dash. "*Ahem*, yes, quite. Rainbow Dash, why in all of Equestria did you teleport us into the middle of the forest? For that matter, HOW did you teleport us into the middle of the forest?"

Rainbow stuttered for a moment, before running back to the cabin with tears forming in her eyes...AJ sighed as she watched her go, before turning back to the two lovers. "Ah reckon she'll be broken up about this fer days. Can't say Ah blame her. Uh...Vinyl and Octavia, right?" The two nodded, with worried frowns on their faces. "Ya'll best come with me, alright? The princess'll wanna see ya."

Seeing as Celestia was currently busy maintaining the crystal in the attic, Luna had to be woken up. She was saddened to hear that even more innocent people had been transformed, but was silently thankful that it had only been two...

AJ explained what had happened, having to frequently pause to calm Octavia and Vinyl down as they heard the story too. "...And that's what happened, your Highness. Ah swear, Ah did my best..."

Luna let out a yawn. "*Yaawwn*...We are sorry, We are quite tired. Do not blame thyself, fair Applejack. T'was Rainbow's fault. We shall...speak with her, later. Though, from thy story, We doubt she will need much scolding..." Luna knew all too well how terrible Rainbow must be feeling, since Luna had been similarly responsible for Kenny's unfortunate fate...

AJ took Luna's silence as permission to continue speaking. "Um...We're gonna need more space, Princess. It's startin' to get crowded in here. Ah know it's risky, but we can't just-" Luna interrupted Applejack. "Yes, We quite agree. Tomorrow, you and you ALONE shall return to the city to acquire the tools needed to chop down nearby trees and construct a home for them. Sadly, we suspect there will be more victims soon enough..."

Vinyl decided to try and lighten the mood. "Sweet! New digs! Heh, could we get a rockin' sound system too-" Octavia promptly smacked Vinyl upside the head.

"Really Vinyl! Poor Applejack will likely have to build it all by herself! This is no time for your...uniqueness." Octavia then dragged a protesting Vinyl out of the room to scold her further.