#30

Cadence and Shining had taken turns asking everything about K and all three of us took turns answering back, in the end, Cadence was happily trotting in our direction but Shining remained skeptical not a big surprise. He continued asking how I befriended a demon and why he was so likable towards us. The answer was simple, K was just one of those villains anyone/pony would love to have as a friend: he's fun to be around (not lying), he brightens spirits (maybe literally too), and he's a confirmed badass (sorta). Although Shining would have to see him for himself to really understand, one doesn't simply understand a demon from the start. He stopped asking when Applejack spoke up for K again but this time she was bit annoyed and would go mad if he asked again.

"NO MORE QUESTIONS!"

"Fine, but-"

"He's a demon, we know, but you gotta chill! He isn't as bad as his label says!" I cut him off being friendly about it too. He shook his head and stopped asking as he focused on walking by his mare's side, he was frustrated and nervous about meeting K. He sighed getting Cadence's attention. She turned to him and smiled reassuringly, a good thing she did because Shining was able to crack a smile back.

"Come on Shiny, you should be excited to meet him!"

"You don't understand my worry, a demon is a very dangerous creature, easily capable of overthrowing the mightiest of kingdoms!"

"But I can trust in what our friends say, you should too!"

"(sigh) I guess I can,"

"That's the spirit!"

I stared at them from behind as I followed and listen closely to their conversation, Vinyl and Applejack did the same as they followed from both my sides.

"Ben, how did it feel to be in bed with Dash and Flutter Shy?"

I skipped a step and bit down of my tongue to refuse answering like my ways would make me answer. I looked down at her and she looked up at me with a smile. Her smile was a sign that she didn't mind how I answer.

"Uh, it was peaceful and strangely exciting,"

That wasn't the answer she was looking for, she cleared her throat and clarified the question, "Uh, I meant to ask how it felt when you "played around" if you catch my drift."

It was hard not to catch the drift when that was the question I heard in the beginning. I turned towards her and walked backward as I answered her. Applejack was also leaned in to hear out my response, she wasn't hiding her interest and it was easy to tell she was curious.

"I don't know how to explain it in simple terms, it's like doing something you know is wrong but you can't help but love it. The feeling is exciting and so full of pleasure that you can't control yourself," I quickly took a moment to see if I had either terrified my audience or excited them; Vinyl was staring at me with a huge excited look while Applejack did her best to not show interest but she didn't do it well.

"Can I ask you something?" Vinyl asked trotting a bit faster to keep up with my huge steps, I nodded my head before ducking my head to avoid hitting a branch. I somehow managed to sense it, it made my head itch but I shrugged it off to respond to Vinyl's question.

"Sure."

She smiled just a bit wider before pulling up her shades, "Do I look pretty to you?"

I couldn't help but shiver, her eyes would make anyone/pony melt away. My mouth responded for me since I was forced into staring at those eyes, "Of course!"

"Then…can we?"

I shook away my daze, as I confronted her with my own question, "uh…can we what?"

"You know!" She instantly exclaimed pulling Applejack and pressing her against her body with her magic, Applejack blushed strongly as she froze next to Vinyl's side and looked towards the ground embarrassed. Applejack wasn't denying, she instead guiltily accepted that she wanted what Vinyl wanted. As for me, I chill about it, in all honesty, I was waiting for this and now I was prepared with an answer.

"If it's alright with you then sure!"

"We're fine, right AJ!?" Vinyl turned to Applejack and gave her a wink, Applejack was the exact opposite of what Vinyl was feeling right now; she was more embarrassed about it than excited. She looked away to the ground and up at me.

"Uh…s-sure," She responded returning her sight to the ground, I gave her a worried look, it was obvious she was not okay with it. I skipped gave another huge step backward before stopping on the spot, "You sure?"

She looked up at me again and bit her lower lip before shaking her head in denial, "I don't know…I've never done this before," That was what I was waiting to hear. Between her and Vinyl I could tell who had better reasoning and who would react more realistically to a situation.

Vinyl glanced a lifted eyebrow at her before she smiled reassuringly, "I haven't either!" Applejack returned with a frown, she wasn't playing around with her feelings but Vinyl was.

"Then why are you looking forward to it!?" She asked sternly, Vinyl mimicked her frown and gave her slight bump on the muzzle with her magic. Applejack quickly reached up a hoof to rub out the slight pain before she looked at Vinyl with the "what the fuck dude!?" look.

"Because it's Ben! I thought you trusted him!?"

"I-I do!"

"Then what's your problem!?"

"I've gone my entire life doing what I always do! -she gave a slight whimper- I never expected it to change so quickly to the point I'd fall in love with somepony! IT HURTS TO CHANGE LIFE IN SUCH A DIRECTION!"

There was a broken silence, it felt like the air was thick and we all connected with our feelings of hurt confusion. Applejack huffed out sternly before slowly dropping her anger as Vinyl stared at her like she'd been hurt *emotionally.

"I know…" She whispered out, putting Applejack in trembling silence. Vinyl's face had gone just like Applejack's; embarrassed and regretful.

This escalated so fast I was stunned into a terrifying silence, nothing was heard after those last words from Vinyl. Applejack and Vinyl stared at each other worried and panting heavily to recover their breaths. Now again, I'll admit, I fucked up. To see Applejack in tears again was the last thing I expected out of this day but here I was again and now Vinyl joined her as well, I have a strange habit of making others cry…why?

"I know -Vinyl whimpered and wiped a tear with her hoof- I know."

I could relate to them, I changed my life as well but I managed to put up with it, they can't. I looked up to the sky that could be seen through the trees and thought about my other friends; do they feel the same way? I sighed and returned to the Vinyl and her watery eyes, she had hidden her true feelings with her act of not being embarrassed and she began the act when I had her in my arms. Now I had to suffer looking at those eyes of hers yell out for help while I stand there idol, feeling guilty. Fortunately, I'm about an optimistic guy; I'd bring joy when I can.

"Life should be enjoyed with friends, family, and lived to the fullest," I lectured looking down at them with the most depressing and apologetic look I could make to add the effect I needed. They looked at me worried and quickly tried to stop me from speaking but I refused to let them stop me.

"I'll say this once, remember it for as long as you can -they gave me their attention- nothing changes until you make it happen," I turned behind me and looked at the two royals as they stared at me with worried looks. I nodded and sighed before looking at Applejack and Vinyl both dumbfounded and deeply scarred with my message. They will remember, I promise you that.

They both couldn't respond, they had no words to describe what they felt or what they heard. After a few seconds of thinking about it Applejack seemed to finally get it as she wiped away a tear and nodded slightly, after that Vinyl joined in, she smiled and placed a hoof on Applejack's shoulder.

"That's what friends are for!"

"I know…" Applejack smiled back before she turned to me and nodded correcting the position of her hat and chuckling, "Let's see what this madness comes to!"

"Right!" Vinyl answered happily. I smiled and mentally agreed with what they said before turning back to the royal couple.

"Are you guys coming!?"

I chuckled as I fully turned my body towards them, and Vinyl and Applejack giggled as they nodded.

"Yeah!"

Twilight remained looking into those red demonic eyes that replaced her friend's. Dash and the rest stared in shock and disbelief as they surrounded both of them. K had possessed Flutter's body and even passed his own demonic soul into hers resulting in a strange miniature transformation from normal-cute Pegasus to demonic Alicorn.

"So how do you want it?" Flutters(K) asked as she gave her a grin, Twilight shivered a bit as she looked away and refused to give eye contact.

"I don't!" She exclaimed trying to use her magic to push her off but Flutter's new magic easily overpowered hers and put her down. Flutters frowned as she forced her down with her magic, "I thought you said you were in heat!?"

Twilight looked up at her and trembled; she was dead terrified of this new Flutter Shy, "I am! But I can't do this!"

Flutters gave a disappointed sigh as she lifted herself off of Twilight and retracted herself to the edge of the bed. Twilight remained in shock as she hugged tightly onto the pillow next to her; she was pondering everything that was going on. Flutters grinned as she studied Twilight rock back and forth with the pillow between her legs and pant heavily.

K had the right and wrong idea about what to do but he didn't care as long as both ended up with the same outcome.

"Maybe some motivation! Now, who to help me?" K thought as he(Flutters) looked around the bed to see all the possibilities, such a variety was exciting for him. He studied the room until he finally aimed Flutter's hoof out at who he wanted.

"Hey, Dash!"

She yelped out terrified, "Eh, me?"

"Yeah, come here!" Flutters excitedly called over but Dash was obviously skeptical about Flutters, she lifted her hooves into the air and backed away. Flutter's horn glowed slightly as Dash tried to come up with excuses.

"But, but, but-"

poof*

Dash appeared right beside Flutters, she looked around herself rapidly before looking at Flutters grinning towards her. Flutters threw a friendly wave into the air and Dash returned it nervously.

"Hey there Dashie!"

"Uh…hi…Flutter Shy-"

Flutters giggled as she leaned in closer to Dash's ear and whispered, "You'll enjoy this, I promise." She bit down on her ear, resulting shivers going down her spine and a slight yelp. Flutters let her ear go and placed her two hooves on Dash's shoulders and smiled.

"Let's help Twilight get over her heat…"

"What are-!"

Before Dash could ask why Flutters was getting so close to her face, her mouth was filled with Flutter's tongue. Her eyes shot wide open as her body became useless and she let herself be overpowered by the sudden act. Dash couldn't tell what was happening but it was obvious she was enjoying it; after a few seconds, Dash's eyes slowly began to close as she joined in on what Flutters was doing. Twilight looked at them as she clenched her teeth tightly and her hind hooves twitched and gave slight kicks.

"Why? Why are you doing this?" Twilight asked desperately as she let herself go on all fours and take a slight movement towards them. Flutters quickly sensed her movements and slightly parted from Dash's mouth exposing both their tongues circulating around each other; steam and saliva all over. Twilight continued trembling as she slowly and slowly neared them, she panted heavily as she begged for them to stop.

A smile slowly and creepily emerged on Lyra's face as she placed her hooves on the edge of the bed before climbing on. Without a second thought, she quickly used her magic on Bonbon and spawned her next to her on the bed, Bonbon looked around herself before looking at Lyra, questions boiling inside her.

"Lyra! What are you-!"

Lyra quickly placed her muzzle on Bonbon's and giggled. Bonbon smiled nervously back as Lyra hushed her.

"Shh…lets join in."

"Wha-!"

She was silenced by the Lyra placing lips on her, Bonbon reacted the same way Dash did; completely motionless. Twilight quickly looked between both groups before clutching her pillow tighter and whining a bit as she began feeling pity for herself. Slowly and slowly, Twilight began slowly losing herself as she shook and whimpered out at them. Flutters opened her eyes and looked towards Twilight before parting from Dash's tongue leaving Dash asking what was wrong. Flutters giggled as she used her hoof to indicate Twilight whimpering softly.

"Let's not forget who we're doing this for,"

"Oh, right…"

Twilight felt movement around her and quickly shot her eyes open to spot Flutters and Dash on either side of her; Flutters smiling widely while Dash blushing strongly from the other.

"Hey there, looks like you need a hoof!" Flutters giggled. Twilight quickly looked around herself quickly, darting her eyes between Dash and Flutters.

"I…I…HEY!"

Flutters quickly rushed a hoof between her legs and flipped her over with her back to the bed, Twilight quickly looked up towards Dash and Flutters towering over. Flutters made her way to the end of Twilight's legs and Dash made her way to her upper body. Dash was slightly into what she was doing but she had enough lust to enjoy the moment.

"Now, how to begin…any ideas Flutters?" K mentally asked Flutters but quickly regretted it by the instant reaction.

"GIVE ME MY BODY BACK!"

"WHY!?"

"LOOK AT ME! I LOOK LIKE A-A…A!"

"Nah, you look like a hot little beast! Who doesn't love a lewd demon pony!?"

Don't say things like that!"

Geez, you'll get your body back! But, for now…*sinister chuckles*"

K? NO! BAD K! STOP THAT!"

Flutters(K) began slowly licking her hoof and moistening it, preparing it for some action. Twilight stared at Dash's love tunnel as Dash slowly lowered herself onto her mouth. Twilight remained still for the first second but after that she became desperate and let out a whimper as she quickly lifted her head and sank her lips onto Dash's nether lips, resulting in a quick cry from Dash.

"You see, Dash and Twilight are in the right direction," K chuckled forcing Flutters to look despite her not wanting to.

I…I can see that…"

And look at Lyra and Bonbon going 69 over there!"

I know…I know…" Flutters voice was more depressed than usual quickly making K's mind become focused on her feelings, being inside her body allowed him to see into her feelings and thoughts, which were usually full of animals and flowers. Now her mind only showed a lewd fantasy, K wasn't stupid when it came to comprehending others although he might act like it.

Oh…I see what's going on! You feel left out!" He mentally stated making Flutters hic as she tried to answer back with denial, "That's-"

Why didn't you say something!? Here you go!" K quickly interrupted as he slowly gave Flutters control of her body, but only to have the control thrown back at him.

WAIT! What about you?" Flutters asked worried about messing up K's chances, but K really never had any intentions of using his own physical body for now, he had somepony in mind for that, "I'm saving myself for somepony or change-thingy!" He proudly claimed.

For a demon, it's strange that you honor your principles," Flutters returned tersely, K wanted to shake his head but it wasn't possible in the state he's in, "Don't get the wrong idea, I'm just trying to make her happy."

Flutters giggled a bit before sighing disappointingly.

But how can you just sit back and watch?"

Simple, I won't!"

Flutters quickly reacted in a casual/confused way, "What?"

You'll see…" K ending in faint chuckles as his voice fell back and disappeared into a distance, leaving Flutters to quickly zone into her body and appear before Twilight and Dash. Her mind slowly came to the realization that Twilight was waiting for her to make a move. As expected from somepony as nervous as her, she wasn't as lustful as the rest. She remained staring into Twilight's secret, stunned and unmotivated to do anything.

"Here comes the K magic," K chuckled.

Flutters was interrupted from asking what K meant by her hoof shoving itself between her legs and her mouth being forced into Twilight's temple. Flutters wasn't in control of her body but she could clearly feel her mouth warming and drooling a mess as her hoof toyed with her down below. K has assumed direct control of her body while she experienced all the pleasure herself. Twilight moaned out in pleasure as Flutter's tongue began having its own fun and Flutters drove her hoof in deeper into herself.

"Flutter…Shy, your tongue…is so warm," Twilight murmured through Dash's crotch, Dash quickly yelped and fanned her wings out in pleasure as she forced Twilight's tongue in deeper with her hip movements.

"Yours too Twilight!"

Over by Lyra's side of the bed, Bonbon covered her mouth from squealing out in ecstasy while Lyra drove her horn into Bonbon's tunnel. Lyra moaned out in pleasure with every thrust she gave as Bonbon soaked everything around her with her drool and love juices. What was a 69 had become Lyra with her chest to the bed while Bonbon mounted and rode her horn and head like crazed cowpony.

"I won't…forgive you…Lyra…ha! What will they think of us?"

Lyra clenched her teeth as she quickly pulled out of Bonbon, and panted heavily as she placed her hooves on the bed and looked at Bonbon who stared back the same way. Bonbon quickly looked down at her snatch before seeing the oozing fluids and giggling to herself.

"What "will" they think-"

Without warning, Lyra tackled Bonbon down with her lips on hers and with her hoof teasing Bonbon's lower lips. By instant Bonbon returned the favor and did the same with her hoof. Once they both couldn't breathe through their moans, they parted their mouths and panted heavily.

"Wanna see a magic trick…?" Lyra giggled forcing Bonbon into a worried laugh.

"You're not the pony to make magic tricks…"

"He-he, you'll love this one!"

Lyra really wasn't one to give magic tricks but when she said she would, she was going to show you something. Lyra slowly made herself below Bonbon's crotch and bent her hoof back in a striking pose (Literally), resulting in a quick resistance from Bonbon as she tried to move away terrified out of her mind but Lyra's magic held her in place.

"LYRA NO-!"

Bonbon lifted her back off the bed with a hoof out towards Lyra to stop her but it was too late to stop her, she forced her whole hoof into her and she yelped terrified. She cringed as she tried to resist the immediate climax but failed obviously to Lyra's powerful move. She moaned and cried out in pain and pleasure as she trembled and fell nearly lifeless onto the bed.

"Ta…da," Lyra giggled as she slowly slid her hoof out and left Bonbon tearing up and moaning as the aftermath continued. Lyra smiled widely while Bonbon was unresponsive but she was clearly in a lustful pain. After a few seconds of Bonbon being paralyzed, she regained her ability to move and looked over at Lyra with a frown.

"THAT WAS…THE WRONG HOLE!"

"He-he, I wouldn't want to ruin your chances with a stallion, now would I?"

"I guess so…BUT IT HURT! I'VE BEEN SODOMIZED!"

"Like I said, you wouldn't want to ruin your chances with a stallion,"

"Who said it was a stallion?!"

Lyra gave her a "You don't say" grin and Bonbon went silent as she let herself fall onto the bed; she was out cold. Lyra giggled as she placed herself next to her to fallen friend and snuggled in with her, whispering out a few things before resting, "I wonder how we ever changed so quickly, darn it, Ben…"

K wasn't in control anymore but it still seemed like he was; Flutters had found her rhythm and continued without K. In fact, K sat on a chair in the corner of the room admiring the sounds of a pony threesome, a smile across his face and a cupcake in his hand and his eyes gently closed. No telling how the hell he got that pastry but he was as happy as the three a few feet away from him were. He sat and thought, enjoying every bite with every moan they let out.

What does Chrysalis taste like? -He crossed a leg and ignored the moans and thought deeper- Maybe like an egg? Nah, more like a cupcake, VANILLA FROSTING INCLUDED!" K was something else, truly. He pondered it more before hearing the final shrieks of Twilight, Dash, and Flutters, he didn't open his eyes but they twitched as he tried to maintain his thoughts. Within seconds, Twilight, Dash, and Flutters all were on their backs, panting heavily, wings spread across the bed, and each showing their own feelings.

Heavy panting*

"WHAT WILL CELESTIA THINK OF ME!?" Twilight cried out covering her face with her hooves and shaking in denial.

"I don't know, but that was breathtaking!" Dash giggled with a satisfied smile forcing K to crack open an eye and eavesdrop.

"Yeah…" Flutters shyly responded avoiding eye contact, K suddenly cracked his other eye open with a frown. He lifted himself off the chair and moved over the five in front of him, they quickly moved their head to him except the snoozing ones. K slowly morphed his frown into a smile, making the awoken three to stare back embarrassed and curious.

"Had fun?"

They quickly shut their legs tightly and looked away a bit ashamed, there's something between male presence and mare presence that just makes someone/pony react like that. K expected this response and chuckled, they didn't react with his enjoyment but they did bury their heads into the spongy mattress.

"Aw come on! I know you had to have felt something!"

They stared at each other for a few seconds before Twilight frowned towards him except Flutters and Dash who instead remained embarrassed. Now, this he didn't expect.

"What!?"

"You made Flutter Shy seduce us, how could you!?" Twilight argued, K was flabbergasted, never did he expect an argument; a thank you was all he wanted right now.

"The hell? I thought you wanted to relieve yourself!"

"But you didn't have to do it like that!" She continued, K frowned as he argued back.

"Yes, I did! The naughtier the better!"

They argued a good thirty seconds before Dash looked over to Flutters and tilted her head curiously.

"Speaking of Flutter Shy, look!" Dash interrupted.

"What?" K and Twilight gave Flutters their full attention. Flutters was still looking like she did when K possessed her but he wasn't possessing her now forcing K and Twilight at her in shock. Flutters tilted her head curiously and inquired about what was going on but she only expressed her sharpened canines to Twilight and her red demonic glowing eyes. Twilight glanced at K and noticed the similarities connect, same teeth and eyes, Flutters was now a demon Alicorn.

"WHAT HAVE YOU DONE TO HER!?" Twilight yelled out as she threw K towards her with her magic, K staring at her with about as much confusion as she had.

"LIKE I KNOW! I JUST TRIED TO HELP!"

"THE ELEMENT OF KINDNESS IS NOW A DEMON!"

"I KNOW!" K yelled back.

"STOP FIGHTING YOU TWO!" Dash screamed at the top of her lungs startling Bonbon and Lyra.

"WHAT'S THE SCREAMING ABOUT!?" Lyra joined in.

"YEAH!" Bonbon agreed.

Flutters was stunned into silence, she couldn't understand what the problem was, she felt fine but she was clueless about what was going on. Twilight managed to pull K down to her face and sternly ask for him to turn her back, K nodded and gave a soldier salute as he threw himself over to Flutters side of the bed and turned Flutters to face him. In seconds Bonbon and Lyra gasped as they noticed what the whole argument was about. Flutters worryingly stared into K's nervous eyes as he tried to find out what to do, he was as lost as Flutters.

"Uh…is something wrong?" Flutters asked giving a slight hiss at the end of her question; she didn't realize she hissed but everypony and K did.

"Uh, yeah, sorta, do you feel strange?" K asked making Flutters tilt her head again.

"No…what's going on?"

"Stick your tongue out," K demanded forcing Flutters to cover her mouth with her hooves before lowering them and asking embarrassingly.

"What?"

"Do it!" K demanded again a bit more regretfully.

"Okay…" she quickly looked at her muzzle, in a few seconds, a long snake-like tongue stretched out forcing her to cover mouth and stare at K shocked out of her mind. K nodded his head with a worried smile that didn't help out Flutter's stress.

"My tongue is…- she licked one of her canines- My teeth are…"

"I know!" K said with a hand on her as he tried to think of what to do. He coughed out his worry before scratching his head.

"At least you're an Alicorn again *nervous chuckles*"

Flutter placed her hooves on K's shirt and pulled him in closer to her, K just too scared to move; out of everypony in Ponyville only she would be able to frighten him.

"Woah easy there!"

"K, please! What will everypony think!?" Flutters pleaded. K put his hands up in mercy as he tried to calm her. She wasn't mad but still, it was that relationship that someone/pony might end up hurt; it was K on the line here though.

"Okay calm down! I need to think!"

He shut his eyes tightly and sat down next to Flutters to think but it would only last a few seconds before a weird warm breeze blew in the home forcing K to widen his eyes and cut his breath short.

"K?" Flutters asked worried about K's expression.

K trembled as he turned his head to the right and noticed a floating orb…two of them. K shook his head as he let out one whimper, "no…"

In seconds two bright flashes of lights filled the room and two voices arguing emerged.

"YOU SEE I TOLD YOU THERE WAS ANOTHER ALICORN! LIKE YESTERDAY!"

"Okay, calm down, Let's just-

"So, the princesses are fine with his presence?" Shining asked again, making Applejack finally blow her boiling anger. I covered my ears in caution and Vinyl whipped out these sick headphones that made me lift an eyebrow and gawk at them, "THE HELL DID THOSE COME FROM!?"

"FOR THE TWENTIETH TIME! THEY-"

"HOLY SHIT! SOMEONE SAVE ME!" K's voice emerged from the distance but his voice was so loud it penetrated my hands and entered my ears; he screamed the most terrified plea for help I'd ever heard. Vinyl launched her headphones off, I lowered my hands quickly, Applejack and the rest quickly looked over to the direction of Ponyville.

"The hay!? Was that K!?" Vinyl exclaimed as I quickly made a few sprints before turning to them. If I knew this was the most terrified yell I'd ever heard then I had something to run towards and I wasn't going to waste time.

"It was! LET'S GO!"