I opened my eyes, seeing the blonde hair that belonged to Derpy as she cuddled into me, she lightly giggled as I rubbed my hand, up and down her side. "Morning Marshall." She lightly stretched and I yawned, doing the same. She opened her eyes, and they were still their cute crossed, her smile an innocent one.

"Hey Derpy, gotta get ready for work?" She nodded and moved a bit before looking back at me, and I knew she didn't want to leave, but she sighed and rolled out of bed, her hoofs hitting the floor with a dull clack. "Well I had better get heading out too, I have somepony to see." As I was getting out of bed, Derpy had her saddlebags on her flank, and she was pulling them tight with her mouth. I went over to my dresser, getting some clean clothes when I felt somepony wrap their hoofs around my chest. I looked down, seeing the grey hoofs belonging to Derpy, she nuzzled her cheek into my back.

"Thanks for letting me stay the night, I will see you later." She whispered and hopped hopped down, trotting out of the room, leaving me alone. I picked up a saddlebag I modified to rest on the small of my back, picked up my goggles and put them on my forehead, got my clothes, sword, and a small bag of bits just in case and tip toed out of my room. Spike was asleep in his basket, his blue blanket wrapped tightly against him, rising and slowly falling to his breaths. I looked at Twilight's bed and smiled, she was wrapped up in a blanket, a pillow next to her as she had her hoof over it like the pillow was me. She was rubbing her cheek into it a little, a smile on her face as she slept. I tip toed over and kissed her on the forehead. She smiled, rolling on her back, her hoofs shooting up towards me, reaching for something to hold. Her smiled turned to a frown as she couldn't quite reach me, making me chuckle and I picked up the pillow, letting her grab it. She smiled and grabbed it, holding it to herself, rolling to her side and kissing it. I chuckled lightly, and went towards the bathroom, closing the door behind me. I turned on the water and stepped in, letting the hot water drain over me as I ran my fingers through my hair. I quickly got lathered up and washed off, stepping out and wrapping a towel around me, drying myself off. I got dressed, putting on a sweater and strapping my sword to my back, my bag of bits to my waist. My hands glowed, and I closed my eyes, thinking of the castle in Canterlot and a white flash happened and I felt like I was falling. I opened my eyes and I was in a courtyard and I looked around for where I was at.

"Intruder!" I turned around, lights flooding the yard from a wall above me, and I spun around, drawing my sword. I kept my head moving, looking for anything coming at me. I heard hoof steps and I spun around, a unicorn in armour was slowly walking towards me, and I took up a fighting stance. He looked to be a white unicorn, in silver armour with gold highlights, his face and flank covered so I couldn't tell who he was. His cerulean eyes did seem familiar though, but I shook it off. He smirked, and his horn glowed, drawing his sword. He narrowed his eyes and bent his front down, the sword swinging in front of him and I gulped, taking defensive stance. He smirked and came running at me, the sword swinging at me as I rolled out of the way, my sword swinging against his armour, but I hit a bad angle and it slid off. I jumped back just in time to look up and see the stallion ram me with his shoulder. I fell back and my sword slid across the floor, and I saw his sword come right at me. My hand glowed and I grabbed the blade, my magic acting as a barrier and I grunted, feeling the barrier dig into my hand. He pushed harder, and I gripped the blade, blood starting to leak from a cut that the barrier made in it. I yanked the blade and threw it across the room, my own sword glowing red as it came to my hand. I back rolled to my feet as he bucked for my face, I grabbed his left hoof with my hands and turned around, throwing him to the floor. He rolled and got up, shaking his head and came again his sword no where in sight and I closed my eyes, the room being outlined in front of my eyes and I saw his sword coming right at me. I jumped, landed on it and this startled him. I smiled and kicked down, making the sword go into the ground. I flipped in the air, my wings spreading as I charged at him, taking the offensive and I rammed into him with my shoulder, it hurt a little, but I sent him to the ground. I was about to attack, but his sword came back and almost hit me, forcing me to jump back as he got to his hoofs. He charged and I clenched, his sword swinging at me and I dodged, kicking him the side making him stumble a little but the sword came thrusting at me I narrowly avoided, time slowing as I moved quickly, swinging my leg and tripping him, slicing his sword right off at the handle as I back flipped to my feet and put the tip of my blade to his neck. He tried to crawl back, but I put my foot on his chest, pushing him down and he squirmed. He grunted and his eyes became wider as he looked at the tip of my sword.

"NOO!" I gasped and looked, a mare trying to get past two guards and I looked back at the stallion at the end of my blade. I closed my eyes, my better nature getting the best of me and I threw my blade across the floor, falling to my knees and prepared to let them do what they wanted. I heard the stallion get to his hoofs, other hoof steps running up to him and I closed my eyes, breathing shortly as I waited. I felt a hoof on my shoulder and I cringed. "Hey, were not going to hurt you, Marshall." I opened my eyes and looked at the pony who's hoof was on my shoulder. It was Princess Cadance! I gasped and looked at the stallion as he removed his helmet and saw it was Shining Armour! I felt really guilty, I almost killed Twilight's brother and Cadance's husband, I looked down and shook my head.

"But why did you fight me?" He chuckled and floated my sword over to me and I took it from his magic, sheathing it again.

"I wanted to see if you have what it takes to be the protector of Ponyville, and I dare say, you do." I smiled a little, taking the praise from a stallion I could of killed. "I didn't think you could do it, but you did, using all the things you have to your advantage. Your magic, and your wings." I spread them and looked back, the see through red feathers looked pretty cool, and I think Cadance like them because her own wings spread. Shining looked at her with a stifled chuckle, bringing his hoof to his mouth, and I joined in. She blushed and closed her wings, hiding her face in her mane.

"Sorry, they are just so big." I closed them and looked around, the guards no longer on the wall. "Anyways, Luna is expecting you, I will take you to her, follow me." I nodded and followed Cadance, waving goodbye to Shining. We walked into a hallway, my foot steps and her hoof steps echoing in the emptiness. "Sooo, Marshall, I heard you want to get something special for Twilight, you know, I used to foal sit her." I looked at her, she was up to my shoulder height so I didn't have to look down at her. I chuckled and smiled.

"Really? And yea, she helped me when I broke my leg, I want to pay her back with the thing she loves most." I looked at Cadance and she blushed, making me raise my eyebrow before I realized what she was referring too. "Not that! Books! She really like books so I plan on getting something from the Canterlot library." My cheeks were red and she giggled.

"You are pretty cute when you blush." This made my cheeks get hotter and I looked away. "Aww come on, I'm just teasing a little Marshall." I smiled and turned back to her, her greyish purple eyes sparkling a little as she looked at me, a playful smile on her muzzle. "Anyways, you treating my little Twilight alright?" She was a little more stern and I nodded, gulping.

"Ye... Yes Ma'am." She giggled and shook her head while looking up at me, giggling a little.

"I know you are, she sends me letters sometimes as well, keeping me up to date. Anyways we are here, Luna is asleep, but she should be waking up soon." She started to walk away, looking over her shoulder at me. "You can go in, I will see you later perhaps?" I nodded and grabbed the door knob, slowly opening the door and stepping inside. I heard a light breathing, and I looked at the bed. Luna was sleeping, her blanked tucked under her hoofs as she laid on her back, a smile on her face. I tip toed towards the bed, and undid my sword, laying it on her night table, my wings disappeared and I moved my hand to her face, lightly caressing it and her hoofs reached out towards me. I smiled and sat on the bed, her right hoof going around my stomach and she pulled me down to her. She sighed as she nuzzled her cheek into my side, her smile made me smile, a warm feeling coming over me. I looked down at her as she slowly opened her eyes, those moderate cyan eyes sparkling up as she looked at me.

"Hey Marshall..." She rasped a little, licking her dry lips as she blinked sleepily. I moved my hand to her side, slowly rubbing my hand back and forth over her. "Mmm, what a way to wake up." She closed her eyes and smiled as I ran my hand over her side.

"Good morning sleepy head, sleep well?" She nodded slowly, enjoying the feeling of my hand on her, my warmth on her face as she nuzzled me. "So, what did Celestia say?"

"Yes, you may take a book from the Canterlot library." I gasped and looked towards the door, Princess Celestia was standing in the doorway, a small smile on her muzzle as she looked at me and Luna cuddling in her bed. I blushed as I was in her little sisters bed but Celestia just giggled. "Here, I will take you to the library." I nodded and was about to get up when Luna grabbed me, pecking me on the cheek and I blushed, making Celestia giggle and I got up. I picked up my sword, strapping it to back and my hand glowed as my wings appeared and I stretched them a little, making Luna and Celestia gasp. "That spell, I have never seen anypony preform it before." Celestia walked up, her eyes glued to my wings as I spread them fully, prompting her own wings to spread. I looked over at Luna, her cheeks a dark red, her wings spread as she looked on. I felt a tingling pleasure run up my spine as Celestia touched them.

"Ahh." I looked at her, a seductive smile on her muzzle as she looked at me and giggled.

"Sensitive wings huh?" I closed them and my cheeks got hotter, making both mares giggle. "Anyways, let get going." I nodded and followed her out of the room and into the hallway, turning left and walking the stone hallways. "So how are you feeling Marshall? Your leg feeling better?" She looked at me and I raised my eyebrow. "Oh, I guess Twilight never told you about how she got where she is today, allow me to tell you the whole story..." After about fifteen minutes, we came across a place with a golden gate in front of it. "And I get her to send me letters, describing what she learned about friendship." I was amazed, the Twilight I know, was very different not to long ago. A pony who liked her books, but didn't have many friends. Silly Twilight. I chuckled and Celestia looked at the gate, her horn glowing and the gate opened. My eyes opened wide as I looked at all the old books that were in there. "I have one in mind, here." Her horn glowed, and a book floated to my hands. I looked at the book, it was a black book with star swirls on the cover, the binding was old rope and I felt a weird sensation as I held it.

"Wait, star swirl?" I looked at her, a small smile on her face as her mane covered one eye. "Is this from?" She nodded and I looked back at the book, a smile coming over my face as I knew Twilight was really going to enjoy this. I put the book in the bag I had, and hugged Celestia. She wrapped her hoof around me. "Thank you Celestia, I owe you one." She pulled back and shook her head.

"Anytime Marshall, anytime. I shall see you later, I have things to attend to." I nodded and let go, my hand glowing and the white flash blinded me for a second before I blinked and I was back in my room. I smiled and went towards the door, looking for Twilight. She was sitting at a low table, a couple stacks of books on either side of her, her eyes looking over the book in front of her. I walked down the stairs, and she looked over her shoulder, smiling.

"Hey Marsh, where did you head off too this morning?" I smiled and pointed towards my bag, making her raise her eyebrow.

"I picked up a little something for you, I wanted to thank you for helping me while my leg was broken." I reached back, pulling the book out and her eyes lit up, her hoof raising up and trembling.

"Is that... from... the Star Swirl The Bearded section in the Canterlot library?!" I nodded and she gasped loudly, her smile of pure excitement as she got up and tackled me. "Thank you! Thank you! Thank you!" She hugged me tightly, rubbing her cheek into me and I hugged her back. She got off me and I placed the book on her table, and I pet her head.

"Well, I will let you get some reading done, I'm going to make myself some food." She looked at the book, glancing at me, then back to the book. "Read Twi, I know you want to." She smiled and hopped up, putting her left hoof around my neck and the other on the back of my head, pulling my lips to hers, I pushed her back to the floor, her head tilting to the side and her lips started moving, I smiled and did the same, moving my hands to her sides as we kissed on the floor. I soon broke the kiss, pulling up and looking down at her, her cheeks were pink and she had tucked her hoofs to her chest, looking cutely at me.

"You're the best Marshall, I love you." She smiled and I picked her up, getting her up on her hoofs. I scratched the back of my head and grinned a little.

"Well you deserve it, helping me out when I needed it for a couple days, you deserve the praise Twilight." She blushed and looked at me, smiling. "Well, I'm hungry, I will see you later Twi." She nodded and I headed towards the door, stepping out and into the mid morning sun. I looked around, seeing all the ponies walking around, some starting their days, or going to do some shopping. My stomach growled and I rubbed it, before heading towards Sugarcube Corner. I walked towards it, my wings folded to my back, bit it still made a couple ponies stare at me, wide eyed. I chuckled to my self and spread them, rolling my shoulders and taking off into the sky a little, flying over the houses before landing in front of Sugarcube Corner. I smiled and closed my wings, walking into the shop and looked at all the different things they had. I then laid my eyes on a huge chocolate muffin, with small chunks of chocolate in it, my mouth watered as I looked at it, licking my lips when I heard a giggle from behind me.

"See something you like Marsh?" I turned my head and saw Pinkie Pie in a apron, and she was smiling. I nodded and pointed at the muffin that got my attention, she nodded and smiled, going behind the counter and picking it up on her nose, placing it on top of the counter. I smiled and my stomach growled again as I took my bag of bits off my belt and put ten bits on the counter.

"That should cover it, right?" She nodded and I smiled, picking it up and taking a big bite out of the side. "Thanks Pinkie, see you later!"

"Bye Marsh! See you later!" I waved goodbye and walked out, savouring the taste of the muffin and swallowing what I had in my mouth, walking back home to the library, eating the muffin that filled me right up. I finished it as soon as I opened the door, licking the rest off my fingers and I looked around the library. Twilight had the book I got her in front of her face, her horn glowing and it stood up on an angle, a smile on her muzzle and I walked past her, not wanting to disturb her as I climbed the stairs, tip toeing to my room. I closed the door behind me, looking around my room. I unstrapped my sword, saddlebag and bag of bits, placing them on the dresser and I picked up my bass, turning my amp, sitting on my bed, my back against the wall as I sat back, scrolling through my song list. Hmm, Tom Sawyer by Rush, sweet. I plucked the low string, the room vibrating a little from the low end and I smiled, my hands running over the neck as I played the song. "A modern-day warrior, mean mean stride, today's Tom Sawyer, mean mean pride." My right index and middle fingers plucking the strings easily. "Although his mind is not for rent, don't put him down as arrogant, his reserve a quiet defence. Riding out the days events. The river!" I added my ring finger on my right hand, doing triplets as I closed my eyes and played the song, getting to the nice bass and synth part, my left hand moving fluidly over the neck as I my right two fingers plucked the strings quickly, a smile coming over my face. The song ended and it rolled onto the next one, the music familiar and I knew the song title. When You Were Young by The Killers I stood up, my bass resting on my hip, and I started playing, my fingers alternating on my right hand and my left hand moved up the neck and my fingers pushed down the string on the frets. I looked up and saw Twilight standing in the door, motioning for me to walk out. I raised my eyebrow and did as I was told, walking out with my bass on onto the upper floor, looking down to see the mane six, Lyra, Vinyl, and Octavia all sitting at the bottom, smiles on their faces as I seen Vinyl had her two stacks of speakers on either side of the room, and a mic stand up in the middle. I blushed a little bit stepped towards it and the music started coming out of the speakers as well as my bass as I switched my cable to hook up to them. I started playing, making the girls clap their hoofs and I got right into it, moving around a little to the music, before I stepped up to the mic and started singing. "You sit there in your, heart ache, waiting a beautiful boy to, to save you from your old ways. You play forgiveness, watch him now here he come. He doesn't look a thing like Jesus, but he talks like a gentleman, like you imagined when you, were young." I looked at the girls, smiles on their faces as I sang my heart out, their eyes sparkling a little as I rocked out. "Can we climb this mountain, I don't know. Higher now then ever before I, know we can make it if we take it slow, that's thinking easy, easy now, watch it go! Were burning burning down the highway skyline. On the, lack of a hurricane, that started turning when you, were young." I rocked the song out, and it quickly ended, my ipod floating up to me as my hand glowed and I scrolled through the list. I picked something I thought the girls would like. Freebrid by Lynyrd Skynyrd. The song started, the acoustic guitar and the drums, got my head going to the beat. My hands moving fluidly, the guitar intro got the girls swaying their heads as well. "If I leave here tomorrow. Would you still remember me?... For I must be travelling on now. 'Cause there's too many places I've got to see. But, if I stayed here with you, girl, Things just couldn't be the same. 'Cause I'm as free as a bird now, And this bird you can not change. Lord knows, I can't change." The song picked up and after the chorus was done, a little guitar solo kicked on and I was swaying from side to side, Lyra, Rarity, and Twilight's horns were glowing, going side to side as the room was a bit darker and my little 'stage' was lit up. I rocked the rest of the song out when it soon ended. I sighed and a glass of water floated up with a purple glow and I took it, drinking the whole thing down, and looked at the girls. "Thanks girls, I think that's enough for now."

"Encore!" Vinyl yelled out and the other girls stomped their hoofs in agreement. I chuckled and picked up my ipod, scrolling through the songs and finding a perfect encore song. I removed my bass, my guitar floating to me and my bass floating towards my room. I scrolled through the song list and found a good one to end off on, and make Vinyl happy. Perfect, Bangrang by Skrillex. I started playing the guitar, Vinyl smiling and nodding her head to the beat. My fingers moved quickly as I played the notes, waiting for the bass to drop. Once it hit that, I kept on playing, looking down at Vinyl with a huge grin on her muzzle, her head nodding to the beat, obliviously liking the song. My hand slid up and down the neck easily, my right hand picking the strings quickly. I kicked into a guitar solo over top the song, improvising off the top of my head and the girls really enjoyed it, smiles on their faces and their heads nodding to the beat. The song ended and I removed my guitar, my hand glowing and I put it into my room, walking down the stairs and got tackled by all the girls.

"That last song was awesome!" Vinyl put her glasses on her head, those red eyes looking at me with excitement. They all hugged me, squeezing the life out of me.

"You are a real talented musician Marshall." Octavia looked at me with those grey purple eyes, her upper class seductive stare made me smile, her grey silver mane cascaded down her back, her white bow tie looked really cute on her.

"You are absolutely, positively, awesome!" Pinkie grinned hugely, her excited blue eyes made me chuckle a little, she gripped me tightly around the chest, her cheek pushed into me. I looked at the other girls as they all let go, and I yawned, my adrenaline running out as I came down from my excitement.

"Well, I'm a little tired, I think I'm going to turn in for the night." I got up and walked towards the stairs. "See you girls later." They waved and I went into my room, sighing and removing my shirt and my pants, sock and shoes as I pulled the blanket back, climbing in and pulling the blanket over myself. After about ten minutes, I heard the door open, hoof steps coming closer to the bed.

"Hey Marsh, you awake?" I opened my eye, looking at Twilight, she was smiling lightly, her eye half lidded. I nodded and sat up, pulling the blanket down and petting the bed. "Thanks Marsh." She climbed in bed, cuddling into me, her hoof rubbing my chest.

"Enjoy the book?" I looked at her, those curious lavender eyes looking at me and she nodded, small smile on her face.

"I've only read a couple pages, but it is awesome so far. There are a lot of spells that I can't wait to try. Thank you so much Marshall." I smiled and rolled over, my arm moving down to her lower back, holding her tightly to me. She tucked her head under my neck, placing light kisses on my neck, her lips sending tingles down my spine. I started rubbing my hand up and down her back, making her sigh and run her hoof around my mid section. Her body heat combined with mine, the blanket covering us both to our necks as we held each other and fell asleep.

I awoke, my arm still wrapped around Twilight, her light breathing made me feel relaxed, I ran my hand over her back, making her slightly open mouth form a smile. She shifted lightly, getting closer to me and I held her close, her head right beside mine on the pillow. I leaned to her and I kissed her on the forehead, she smiled bigger, her eyes slowly opening as she looked at me sleepily. "Morning Twilight." She sighed and blinked slowly.

"Morning Marsh, mmm, you are the best cuddle buddy." She moved closer, her nose lightly rubbing mine. I leaned a little close, lightly kissing her on the lips and I pulled back when her hoof traced from my side to the back of my head and pulled me back, her lips moving against mine. She rolled over on top of me, her lips never leaving mine as she straddled my chest. She pulled back, her cheeks pink as she looked down at me, she looked cute, her smile made me chuckle. "Octavia said last night that she wanted to see you." I rasied my eyebrow and she shrugged. "Don't ask me, she didn't say what she wanted." I nodded, Twilight rolled off me and I sat up, running my hand through my hair and I stood up, stretching as I went to my dresser and got all my stuff. Clean clothes, bits, sword, saddlebag, and goggles. I got in the shower, the hot water cascading down my body as I cleaned myself, a nice feeling being clean. I stepped out, getting dried off and dressed, strapping my sword tightly to myself, my bits strapped to my belt, saddlebag around my waist and my goggles on my forehead. I walked out of the bathroom and walked down the stairs, Twilight had her face in her book, reading over the new spells she could learn. I chuckled and left, not saying a word as I stepped outside, a couple ponies talking as they walked past me.

"Yea it's The Great and Powerful Trixie!" The two mares were smiling as they headed towards the market place. I raised my eyebrow and followed, wanting to see what the commotion was about. I soon arrived there, walking to the left side out of sight, when some blue unicorn wearing a wizard hat stepped onto the stage.

"Ah, The Great and Powerful Trixie welcomes you all, prepare to be dazzled with my ultimate magic abilities!" Her horn glowed, some sparks shooting out, and it looked cool, but not that amazing. She continued on for about a half hour, my patience running thin, she was a real bore, her tricks getting the better of the rest but not me. I yawned and her ears twitched. "Who dares yawn at the Great and Powerful Trixie?!" She looked around before her eyes met mine, a cold stare coming from her. "So, you, whatever you are, dare yawn at me, the Great and Powerful Trixie?" I nodded, taking a couple steps forward.

"Yea, I do. Frankly, your little act is boring." The crowd gasped and she gritted her teeth.

"You think you are better in anything over me?" I smirked and nodded, crossing my arms and leaning on a wall. "Bah! No one is better then the Great and Powerful Trixie!" Her horn glowed and sparked a little in her anger. I uncrossed my arms taking a step onto her stage and she gasped a little, taking a step back as I stood straight up, rolling my shoulders.

"Prove it." A little grin coming on my face as she narrowed her eyes at me, before realizing and softening her expression to a smug one.

"Well, I can use magic, so instantly I..." She gasped as my hand glowed, my eyebrow raised as I looked at her shocked expression. "Well, I am a much better magic user then you."

"Oh yea, how about you do this spell." My hands glowed and my wings appeared and I spread them, her jaw literally hit the floor, no words coming to her as she looked at me. Gasps ringing out through the crowd as I flapped them a little. She shook her head and removed her hat, her cape floating a little as she concentrated her magic hard, her horn glowing as she tried to do the spell I did. She grunted, her hoofs digging into the stage but she couldn't do it.

"Damn, it's only because you are not a pony! If you were, I would be much better then you!" I raised my eyebrow and chuckled.

"How does my species alter the outcome? It won't, I doubt it." She snickered.

"Is that so?" Her horn glowed and I got lifted into the air, grunting as her horn glowed brightly and I felt my hair stand on end, my skin rippling a little as my vision blurred and I think I passed out for a bit. I hit the floor, shaking my head and I tried to stand up, but fell, I looked at my hand and... a hoof? Shit... you can't be fucking serious. I looked at my other hand and it to was a hoof. I looked at her and she was staring at me, a small blush on her cheeks as I stood up on my four hoofs, shaking a little. I was tall as hell, if I stood on my hind hoofs I could easily tower over Celestia, I was her height but built. I looked into a mirror she had and I looked over myself. I had a white coat, with matching horn, my ring on the horn, I had blue tribal designs over my body. My sword was strapped to my back, my bag of bits attatched to the lether strap and my saddlebag was on my lower back. My mane was black and a bit longer, my hair had changed as well, it was black with red and blonde highlight in it and was straight kind of like an emo cut. My hair almost covering one eye and I shook it, bring my hoof to my body. I spun around, and I had a cutie mark, it was a bass and treble cleft. "Oh wow..." I looked back at Trixie, and she was smiling a little, looking over me. "Well, that ought to teach you, now I must be leaving." I gasped and tried to run at her but tripped and she laughed, throwing a smoke bomb and running off I hit the ground, looking around, seeing everypony shaking their heads and I got to my hoofs and my horn glowed and I teleported out of there, appearing just outside of the Cafe. I looked around, and I saw Rarity trotting towards the Cafe, Octavia right beside her. Shit, I can't let them know who I am. They were talking and Octavia looked up, gasping as she blushed. Rarity raised her eyebrow and looked at me, he white coat becoming pink around her cheeks. She smiled seductively, trotting towards me and she looked at me.

"Well hello there, I have never seen you around Ponyville before. I am Rarity, and this is..."

"Octavia Melody, pleased to meet you." She stuck her hoof out and I blushed, not knowing how to hoof-shake. "Somepony is a shy one huh?" She smiled, those grey mulberry eyes looked at me with interest. I looked away and they giggled. "Would a handsome stallion like some breakfast?" My stomach growled and they giggled, walking past me, their sides rubbing against mine as I turned and followed them to a table, both girls looking back at me. We sat down, and we ordered daisy sandwiches, all of us digging in.

"So, what it your name?" Rarity looked over at me, scooting a little closer. I blushed and swallowed what I had in my mouth.

"M... Marcus..." I realized my voice was a bit deeper then normal, changed just enough. They smiled and I took another bite, wanting to get the hell out of there in my current state.

"Marcus huh, that's a pretty name." Octavia smiled and looked at me, and I choked a little, coughing as the girls giggled.

"So Marcus, where are you from?" I gulped and looked at the girls.

"Uhh, Canterlot." I mentally face hoofed, it was the only other place I knew of besides Ponyville, and saying I was from Canter lot would set Rarity off. She gasped and smiled.

"You're from Canterlot! I have always dreamed of living in Canterlot! The class, the elegance, the ponies, the culture!" She put her hoofs under her chin, rubbing them. I soon finished and my horn glowed red, both girls looking at me and I floated five bits from my bag and put them on the table.

"Thanks but I should be going." I was about to get up when Octavia looked at my flank and gasped.

"You're a musician?! I am one too!" Her eyes lit up and Rarity snickered and stood up, putting a couple bits on the table.

"I will let you two get to know each other." I gulped and Octavia came a little closer.

"So, what instrument do you play?" I looked at those eyes, they were filled with wonder and a little bit of lust. I scratched the back of my head, smiling a little.

"Well, play a couple different ones. What do you play?" She smiled and got really close to me.

"I play the cello, would you like a little taste?" I gulped and nodded, my heart feeling a little tight and I felt my stomach fluttering a little. She looked at me, her eyes half lidded as she stood up, nodding her head towards her house. "Follow me, handsome." I stood up and followed her, her hips were swaying a little and I couldn't keep my eyes off her. We soon arrived and she opened the door for me, as I walked in, looking around and she closed the door behind me. She closed the blinds and turned a little light on, getting beside me and she pushed me to the floor, she pushed her lips to mine and rubbed her body to mine. "Mmm." Her lips moved against mine, and she dove her tongue into my mouth, and stopped, looking into my eyes. She pulled back and looked at my piercing, looking up to my eyes and I gulped. "Ma... Marshall?!" I nodded and she looked into my eyes. "What happened?" She didn't get off me, her hips still moving a little.

"Trixie, I show her up on stage, and she did this." I blushed and looked at her. "Umm, you mind getting off me?" She stopped and blushed, getting off me and I got to my hoofs. "I wonder if I can get this spell undone, I need to find her. I will see you later." She looked a little disappointed and I chuckled. "Don't worry, once I get back to my regular self, we can continue this." She blushed and looked at me as I walked up to her, kissing her on the cheek lightly. I opened the door, and stepped out, trotting towards the market, looking for Trixie. I soon spotted her little caravan, sitting just outside of the town. I gritted my teeth and galloped towards it. I soon got to it and I turned and kicked the door lightly. "Trixie!"

"Who dare disturbs the Great and Powerful Trixie!?" She opened her door and smiled. "Ahh, it's you. Want to be changed back? Tough luck." She closed her door almost when I used my magic to draw my sword, sticking it in between the door and the frame. I forced it open, and stepped in, she stepped back, tripping a bit and she fell on her back as I sheathed my sword, looking at her and the door closed behind me. I softened my expression and I bent down, tears forming in my eyes as I looked at her.

"Please, I beg of you, I will do almost anything, please." I wanted my body back, this one was fine, but I wanted to play my music, and this body was not up for it. She looked at me, and looked away, sighing and her horn glowed and I closed my eyes, then opened them, looking at my hands. I sat up on my knees, looking at myself and I laughed a little. She got up and I grabbed her, pulling her to me in a hug.

"Huh?! Mmm, the Great and Cuddly Trixie likes this." I smiled and looked at her, she was blushing a little. "Well, you owe me now, so..." She got to her hoofs and walked to her bed, getting on it and I looked at her. She looked back at me, her legs spreading a little wide and she looked at me. "Now, get over her and use that tongue of yours." I blushed and looked at her, she shook her hips and I looked at her nether lips. I gulped, and crawled to her, her smile making me a little uneasy. I looked at her and flicked my tongue out, my piercing rolling against my lip.

"You want that running over your lips?" Her eyes went wide and she flipped to her back and she put her hoofs on my head and pushed my lips to her sex. She groaned as I flicked her clit, licking up and down her lips before I pulled back a little, my thumbs spreading her lips and I dove in, my tongue going in deep, her tight walls clenching on my tongue.

"Ooo, that feels amazing, the Great and, ooo..." She cut off her sentence as I flicked my piercing under her clit hood, her little nub getting hard from the attention of it. I looked at her and smiled, driving my tongue deep inside her, my piercing rubbing the top and bottom of her cunny, her juices leaking out a little. I moved my left hand to her teat, and my right thumb and index finger pinching her clit. "Ahhh, the Great and Pleasurerful Trixie is going to cum soon, don't stop!" I smiled and moved my tongue faster, wiggling it quickly. I felt her wall convulse and she squealed a bit and her juices squirted into my my mouth, drinking them down. Her hoof leaving my head and I looked at her, she had passed out, and I pulled my tongue out, wiping my face and I got out, stepping into the cold night time air. I sighed and felt a little shaky, not used to walking on my two legs. I walked in Ponyville, and went to Octavia's house, I knocked on her door and she opened it.

"Hey Tavi." She hopped at me, her hoofs just on my chest as she looked at me. "It took a little convincing, but I managed to get her to change me back." She raised her eyebrows and I smiled. "With this." I flicked my tongue out and Tavi blushed, she put my wrist in her mouth and pulled me inside. She let go and closed the door behind me, and I sighed.

"Time for bed I think, you want to... stay the night?" She looked at me, a look of hope on her face as I nodded and she smiled. "Then lets go." I followed her up her stairs, and into her room. I entered first, and undid my sword, putting all my stuff on a little table in her room. "Make you're self comfortable Marshall." I nodded and removed my shirt, and I undid my pants, putting my clothes next to the rest of my stuff and I looked back at her, she was blushing, her eyes looking over my body. I smiled and picked her up, laying her on the bed and I kissed her, my hand rubbing down her side as she tilted her head to the side, her body moving against mine, my cock rock hard from all the sexual tension today. I pushed my hips to her, and she moaned as she felt my cock poke her belly. I broke the kiss, and looked at her, she looked at my cock and gasped. My boxers were tented hard, her hoofs moving to my waistband and pulling them down, revealing my cock to her eyes, they went wide and she licked her lips. She pushed me back, walking over my head and lowering her sex to my mouth, her mouth talking my cock into it. I groaned as she took my cock to the roots, my tongue spreading her lips and her cunny clamped on it, as she moaned, her voice sending vibrations down my cock and it twitched in her mouth, making her giggle a little and she pulled back, getting off me and laying back. She pet her cunny, and she smiled, I got up and grabbed my cock, getting closer and rubbing it against her lips and I looked at her. She kissed me as I pushed forward, my cock just entering inside her, she gasped and I pushed forward, she had no hymen and I pulled back, looking at her, raising my eyebrow. "Toys." She blushed and I sunk deeper inside her, she moaned and she put her hoofs around my back as I moved my hands to her hips, lightly thrusting into her. I made sure to be nice and gentle with her, her moans turning me on all the more as I lightly pounded her, wet squishing noised coming from out combined juices as my cock rubbed against her velvety walls. "Ooo, I'm going to cum, please cum with me." I grunted as I felt my seed start to prepare to be unleashed inside her tight, clenching tunnel. I started fucking her harder, ]her moans becoming louder as I used my weight to bring it down on her and she squealed as I felt her walls spasm, clenching my cock, milking it for my seed. "I'm cumming!" She lightly bit my ear lobe, and I thrust one last time, burying my cock deep inside, my seed shooting rope after rope into her.

"Ahh!" I gasped and she pulled back, as I shoved my mouth to hers, my tongue driving in and swirling around as I came inside her, filling her up and I felt my warm seed running back on my cock a little as she clenched. I fell limp on her, catching my breath as I felt tired, I flipped over, pulling her with me as I rolled onto my back. My hand glowed lightly and the blanket covered us, I soon fell asleep, my cock buried deep inside her as I felt the room spin and I fell asleep.

Thanks for reading! The pony Marshall got turned into is one I made up, so don't take it. I might write another story with that character, I don't know, it just came to mind as I was writing this as I always do. Anyways, feel free to suggest ideas for this story, or perhaps a one off clop fic or something. I am always taking requests! See you tomorrow for Spitfires Lust and next week for this one and maybe another new story!