This chapter was written by Portal82. I'd like to thank Captain Croissandwich for editing it.

Today Twilight planned on meeting up with some of her friends at Sugarcube Corner. I, as usual, tagged along behind her—on my leash and collar—towards our destination for the day. It was a sunny morning and was scheduled to be for the rest of the day, but I would have preferred to just stay home in my comfy bed and sleep a little more. Home... Yeah, it was my home now.

Twilight had dragged me out of bed, and had used her secret weapon to make me come with her: it's that damn puppy dog stare. Seriously, does every female pony have that ability? I had seen some other ponies use it; the worst ones were those three fillies that call themselves the Cutie Mark Crusaders. I saw them use it on a stallion when they operated a stand in the market (selling apples, I think).

So if this is an ability all mares have, then the stallions are screwed, myself included. How could one's eyes get any bigger? And let's not forget that pout. I know they fake those tears, but I can't help it; my defenses crumble like a house of cards. So, here I was being lead towards Sugarcube Corner, still with some sleep left in my eyes.

~Have I ever told you that I hate mornings?~ Twilight looked over her shoulder towards me, rolling her eyes.

"Oh, hush. It's 9:30; it was about time for you to get up anyways."

~I'm still tired. We were up pretty late last night~ We had another Q & A session about my world and hers the previous night. There is seriously no way to satisfy that mare's curiosity.

We finally saw Sugarcube Corner ahead, and soon we were right in front of the door. Unlike most places of business in Ponyville, Sugarcube Corner didn't have a 'No Humans Allowed' policy. Humans were allowed inside, IF they could behave. The Cakes had a special corner made for the humans to be placed: it had leash hooks, water and food available to them, as well as slightly worn-out cushions. I've been in the corner two times before now, and it wasn't half bad, actually.

Without a word, Twilight trotted inside with me in tow. She placed me in the human area, which was empty at the moment (thank God), then headed towards a table nearby and sat down. Looking around, I blinked the sleep out of my eyes. The store looked just like any other bakery back home, with all the sugary goods displayed on shelves as well as under the counter, with a register perched on the countertop. A lanky stallion with a yellow coat and an orange mane sat behind the counter. He had a cutie mark depicting three slices of (what appeared to be) carrot cake, with white icing. Seeing Twilight, he turned his head towards the kitchen door behind him.

"Honeybun, Twilight is here." Coming out from the door was a mare with a light blue coat and a two-toned mane with two shades of pink, and a tail to match. Her mane and tail were styled like ice-cream frosting. She had a cutie mark of three cupcakes on her bigger-than-average flanks. She looked to be on the chubby side, which was unusual, as most ponies I've seen had little to no body fat. She looked to be the motherly type, one that was always ready with a plate of cookies and a glass of lemonade when children were near.

My eyes drifted lower, and I immediately felt my face heat up. Despite being naked, ponies don't typically expose their... privates... for all to see. I don't know how they do it, but they do. I've been in this world for several months, and very rarely do I catch a glimpse of anything... well... private. Granted, I haven't exactly been trying to look. That being said, I couldn't help but notice her teats were slightly swollen, swaying slightly as she walked. She was lactating, most likely. Blushing heavily, I tore my gaze away; it may be a common sight for ponies, but for me, it still is a bit awkward. As she approached us, she smiled at Twilight.

"Hello dear, how are you this morning? Are you here to see Pinkie?"

"Hello, Mrs. Cake," Twilight said, smiling at the motherly mare. "Yes, as a matter of fact, I am. Is she upstairs?"

"Yes dear, and so are the others. They will be down shortly." Turning around, Mrs. Cake turned towards her husband, who was still managing the register.

"Carrot honey, I have to get back to the kitchen and... uh, finish using the machine, so the twins have something for later today." I felt my face heat up more at that. I was never comfortable with this kind of thing back home, either.

"Okay honeybun, I can handle the shop for now." Mrs. Cake turned, headed back behind the counter and slipped back into the kitchen. As she made her exit, I couldn't help but glimpse at her behind and swollen teats again. I don't know why I was looking there, but I didn't have much time to think about it. As soon as Mrs. Cake left, I heard voices coming from the stairs near the kitchen door. Pinkie Pie, Fluttershy and Applejack came trotting down the stairs, talking happily amongst themselves. As they drew nearer, I saw that Pinkie also had two foals on her back: a female unicorn and a male pegasus.

Oh my god! Let me tell you; they were adorable! I was working hard to not just let out a 'daww' and rush over to hug them. Sometimes it sucks having to pretend being dumb, I thought as I stayed put, staring blankly at the group. Pinkie placed the foals on the ground near some toys, and walked towards Twilight with her usual bounce in her steps. I kept my gaze on her as she approached. I wasn't scared of her, just wary. I had seen that hyperactive sugar rush of a mare do things that defied logic and basic physics. I asked Twilight about it once, and she told me that she also had a hard time accepting it at first, so to save me the headache she told me that Pinkie “was just being Pinkie” and left it at that.

As Twilight started to talk to Pinkie and Applejack, Fluttershy sat nearby, trying to not be noticed. When I noticed that Rainbow Dash or Rarity weren't here, I began to wonder where they could be. Rarity I suppose I could understand; I was here, after all.

Looking around at the group, I decided that I was probably not going to get much attention. Tuning out the noises around me, I took the chance to lean against the wall and close my eyes, deciding that I'd take a nap and catch some more sleep. Twilight might be able to work efficiently with only 3 hours of sleep, but I sure didn't.

After some time (maybe ten minutes or so, I wasn't exactly paying attention), I felt something gently poking my leg. Not wanting to open my eyes, I remained still and tried to ignore the feeling. Unfortunately, the culprit had something else in mind. Soon, something was climbing up on my lap, and I felt two small things poking my chest. Opening my eyes, I saw that one of the foals Pinkie had brought with her—the little unicorn filly—was standing in my lap, her little front hooves pressed against my chest. Her blue eyes were looking up at me with curiosity; I just blankly looked back at her. As I sat there, trying to figure out what to do about the little one, I heard a small gasp come from Fluttershy.

"Girls... Girls... GIRLS!" Her quiet voice was finally heard after she had repeated it several times to get her friends' attention. I didn't dare move my head as the filly leaned in closer. Out of the corner of my eye, I saw her glance at Fluttershy in confusion.

"What is it, Fluttershy?" Twilight asked.

"Look," the timid pegasus said, pointing a hoof towards me. Her friends looked where she was pointing, and took in the strange sight: the foal standing on my lap and looking up at me, while I remained perfectly still.

"Oh ponyfeathers, Twi, has yer human interacted with foals before?" Applejack asked, the nervousness clear in her voice.

"I don't believe so," Twilight told her. I knew she wasn't afraid that I would hurt the foal, but apparently she wasn't sure exactly how I would react. Thanks for the vote of confidence, Sparky.

"Ah hope he isn't territorial, or one that don't like young ones. Humans can be aggressive, even to their own young sometimes. Usually the males, if they get annoyed or provoked." I furrowed my brow slightly at that information. Humans here are aggressive towards their own young?

Mr. Cake seemed to have finally noticed where the foal was. "What are you waiting for?! Get her out of there!" His voice sounded slightly panicky as he turned towards Applejack.

"It is not that simple, Mr. Cake! If we approach him now, he could become aggressive towards Pumpkin or us and then the foal could be hurt." Oh come on! That's profiling! I hope this doesn't get too out of hand...

Just then, Mrs. Cake walked out of the kitchen. Welp, there goes that prayer out the window. Confused as to what everyone was panicking about, she followed their gazes over towards me. Her eyes widened as she saw her daughter looking up at me, poking my chin with her hoof. I groaned inwardly as her expression turned to fear and panic. "Pumpkin!" she shrieked.

"Quiet Mrs. Cake! If we agitate him somehow, she could get hurt." Applejack cautioned. Stop making the situation worse! I was still looking at the filly that was still perched in my lap, looking up at me with her curious eyes. Those adorable blue eyes.

Deciding that I was already in trouble, I couldn't help myself any longer. Slowly, I started to raise my hand, trying my hardest not to startle the little thing. A collective gasp filled the room when they saw me lift my hand towards the foal; everyone was holding their breath. Applejack looked ready to charge me (something I prayed to God she wouldn't do), Fluttershy and Mrs. Cake looked ready to faint, and Twilight was looking at me with a neutral expression. Yeah, just keep staring, Twilight; it's not like I could use your help or anything!

Moving with the utmost care, I placed my hand on top of the foal's head and started to pat and rub her mane in a friendly manner. The filly—Pumpkin, as everyone was calling her—started to giggle and laugh at my actions, making it harder for me to keep a straight face. She was pretty damn cute.

A sigh went around the room. Everyone started to breathe again once they heard the foal laughing, and realized that I wasn't going to hurt her. I flinched slightly when Pinkie Pie suddenly appeared beside me, and she picked up the foal from my lap. Pumpkin's eyes started to water, and soon she began to cry. Pinkie tried to get her to stop crying while she carried her away, but the foal raised her front hooves towards me, clearly not wanting to leave me. Well, it looks like I made a new friend today.

"Oh, I know what to do!" Pinkie said. She put the foal down next to her brother, Pumpkin still with tears in her little eyes. Pinkie then galloped into the kitchen, only to return seconds later with a bag of flour. What is the flour for?

"This should do the trick... whoa!" Pinkie 'accidentally' slipped on something, and the flour bag went sailing through the air. It didn't take a genius to guess where it was headed. That's right: towards me...

The bag hit me right in the chest, and unfortunately for me, it burst open. As a result, I was now covered in flour.

"Oops..my bad. Sorry, Twilight," Pinkie Pie laughed, looking at her friend. The twins seemed to like it though, and were beginning to giggle in the background. I just sat there, blinking the flour out of my eyes. Twilight sighed, and turned towards Mr. and Mrs. Cake.

"Do you mind if I use your bathtub to clean him up?"

"Of course dear," Mrs. Cake said, picking up her daughter and checking to make sure she was alright. The filly continued to look at me, giggling loudly.

"I'll help you get his clothes off, then!" Pinkie cheered... wait, what?

"Good idea. Those probably need to be cleaned as well," added Applejack. What!?

Before I could move, Pinkie had somehow taken off my flour-covered shirt. Holding it up, she had a big smile on her face. Luckily for me and my dignity, I still had on my pair of baggy shorts. I was now sitting with my upper body exposed. As I've mentioned before, I had become more muscular as of late due to Rainbow, and unfortunately for me, it showed. I can't say that I expected the reactions this time around.

I couldn't see any difference in Pinkie Pie's reaction other than her already big smile growing on her face. Fluttershy, however, was blushing, her cheeks bright red. As I watched, her wings flared out widely, and she tried to hide her face behind her pink mane. Applejack was looking at me with some interest, looking at me up and down, like she was inspecting me. Twilight was looking away with a little bit of a blush on her cheeks. Mrs. Cake was looking at me with big eyes and her cheeks were beginning to turn pink. Carrot took one look at me and snorted before glancing at his wife, his eyebrow raised. I don't like their expressions; it makes me feel uncomfortable...

"My my, Twilight, your human sure looks like he's a fine breed," Applejack said, breaking the silence. She then looked down towards my groin with a front hoof under her chin, looking thoughtful. Her cheeks were starting to turn pink. "If he is as fine down there as what Ah'm seeing up here, Ah may have some females that he could breed with if ya wouldn't mind, Twilight. Of course, Ah'll pay ya, standard breeding fee." WHAT?! OH, HELL NO!

Fluttershy gave off a small 'eep' and looked ready to faint on the spot. I somehow kept my poker face and didn't blush, but it wasn't easy. Twilight shook her head, and with her magic, picked me up and headed for the stairs. I fought off the feeling of vertigo as I flew through the air.

"Thanks for the offer Applejack. I'll think about it, but for now I will decline that offer," she said quickly, trying to hide her blush as well.

Pinkie Pie giggled at me floating beside her as we were heading up the stairs. I could see Twilight starting to blush more before she rushed to the bathroom and closed the door, with me in tow. Sadly, the door didn't have a lock, so it looked like she would be forced to clean me. I had other plans, however.

~Twilight, make sure no one gets inside while I bathe, okay?~

Looking around, I saw what looked like what I'd expect from a pony bathroom (only small changes, such as the height of the toilet and sink). The bathtub here was big, wide, and made of wood, kind of like the old ones you see on old western films; it seemed big enough for me to fit. On shelves beside it, bottles of different kinds were displayed.

Twilight nodded, and we began to fill the bathtub with water. Then, I quickly stripped and jumped in, beginning to scrub and bathe while Twilight turned away from me and watched the door. It didn't take me long before I finished, and quickly got out of the bathtub. Twilight levitated a small towel towards me, still turned away from me, but I could see her cheeks were flushed. I was just about to grab it when we heard the clopping of hooves coming up the stairs. We both froze.

Thinking quickly, Twilight turned towards me and made me sit down on the floor. She then took the towel and started to rub my head with it, acting like she was the one drying me off. The door opened, and both Mr. and Mrs. Cake were standing in the doorway with some more towels on their backs.

"I just remembered that we only had one towel left up here," Mrs. Cake said. "The rest were downstairs in the laundry room, so here are some more." She then stepped forward and presented the towels to Twilight. As she did so, she caught a good look at my crotch, and her cheeks started to turn bright red. Unfortunately, due to my position, I couldn't cover myself even if I wanted to. I just hoped that Twilight would cover me, but she didn't seem to have noticed. She was looking straight at my chest, trying to look busy, a small blush on her cheeks as well.

"Thanks Mrs. Cake," she said. I saw that Carrot also was also glancing at my junk before snorting and looking away. He looked towards his wife, who was still looking at my crotch. Her big eyes were locked on-target, with her mouth slightly open, and I thought I saw some drool leaking from it, too. Oh god...please, no...no nononononono!

"Honeybun?" Carrot asked, poking his wife in the shoulder. Mrs. Cake seemed to snap out of her trance-like state, and she shook her head before putting the towels down on one of the bathtub's shelves. I still saw her sneaking glances towards my groin every now and then. She was biting her lower lip, and had an expression like she was thinking about how to say something. Oh god, what did I do to deserve this?!

"There you go dear," Mrs. Cake finally said, still taking another glance towards my junk. I didn't like the look in her eyes.

"Then let's go honeybun, and leave Miss Twilight to take care of her human." He looked and sounded a little impatient, having seen his wife stealing glances at my... lower parts. I figured that's why he was acting so blunt. Yes! Let the jealousy flow through you, and get your wife out of here!

Mrs. Cake seemed to be having an inner battle with herself, but she slowly turned and headed towards the bathroom door. I saw that Carrot had exited the room already, having disappeared from view. I could hear his hoofsteps further down the corridor, heading towards the stairs.

Mrs. Cake stopped by the entrance and looked over her shoulder. As she looked at me, she did something that nearly gave me an heart attack (and also nearly made me lose my poker face): she moved her tail to the side, and flashed me a look at her private parts.

My heart stopped as I realized—to my shock—that she was showing me her... erm, marehood. Unfortunately for me, I found it to be strangely arousing. Oh god...kill me now, please!

I have seen the 'lady parts' of one or two girls before, even before I ended up in Equestria. Hell, the ponies here are walking around naked most of the time anyways. Sure, the mares cover their private parts with their tails so a stallion doesn't get a free show, but since I was a human, they weren't so guarded like that towards me. Sometimes I think mares show me their privates (or almost do it) on purpose, trying to get some kind of reaction from me or play some sort of game, one where I didn't know the rules.

I'm not completely oblivious, though; I know that humans here are sometimes used for satisfying certain desires. It didn't make it any less awkward for me when I was flashed by a pony, however.

Seeing her wink at me (and not with her eyes), my 'little buddy' treacherously responded by giving a little jolt of anticipation. My face flushed, and I prayed to whatever god was listening that the floor would open up and swallow me whole. Mrs. Cake noticed my reaction, and her eyes got a little bigger, her blush deepened, and she looked away. I saw her smiling before she exited the room, flicking her tail towards me and swaying her hips a little more than before. She looked as if she had just won something special.

Twilight had turned away during all of this to clean up the bathtub and put away the shampoo, so she didn't see what had transpired. At the moment, I didn't know how to tell her what happened. Hopefully I would be able to tell her later, when we were back at the library.

~Twilight, it's time to go~ I signed, still staring off into space. Confused, she just nodded and with her magic, levitated over a large towel and put it around my waist. She then picked up my flour-covered clothes and headed towards the door. I followed her down the stairs, completely numb.

I saw Twilight's friends sitting around a table talking about something. I could hear some words like 'bodyguard', 'rich mare', 'foal-sitter' and such before they stopped and turned their attention towards me and Twilight. When Fluttershy saw my slightly damp, half-naked self, she blushed and her wings locked up again.

"Girls, I have to take Max home and get him a new set of clothes," Twilight said, waving the flour-covered garments in the air.

"Awww," Pinkie said, looking sad. Suddenly, her face lit up again and she rushed off into the kitchen. Shortly after, she returned with a box wrapped in a bow.

"Here, Twilight! Some cupcakes for you and Max!" As Twilight accepted the package, Applejack stepped forward and looked at her.

"Wouldja mind if Ah talked to ya for a minute?" She then looked up at me for a second before looking back at Twilight.

"Sure Applejack," Twilight said, giving her a smile.

"In private," Applejack said, looking pointedly at Fluttershy and Pinkie Pie.

"Umm... okay, Applejack," Twilight said, looking a little confused.

Twilight put me inside the human area again, then Applejack and Twilight walked to the other side of the room and started to talk. Pinkie Pie was talking to Fluttershy about something by the window, so I sat down and crossed my arms while Twilight spoke with Applejack. I just wanted to get home, put on some clean clothes, and forget about what had happened, but it seemed that was going to be put on hold.

I watched as Mrs. Cake trotted in from another room by the displays. She looked around and spotted Twilight and Applejack talking in the corner, and Pinkie entertaining Fluttershy by the window. She then looked in my direction, and slowly started to walk towards me. As I watched her draw nearer, I started wondering what she was up to.

She walked up until she was standing right in front of me, her cheeks a rosy color. She then glanced around to see if anybody was looking at us. Seeing that no one was watching, she lifted one of her front hooves and patted me on the head. Hmm... so she only wanted to pet me? I'm okay with that...

...but then her hoof started to travel downwards. Starting first at my face, then working down to my chest, followed by my stomach, rubbing her hoof across my skin the whole time. Her cheeks were starting to become more red, and her breathing got heavier while she explored and felt my skin and muscles. She then took a glance towards my towel.

...awwww, hell no, I silently whimpered. There was no way I could voice my protest or resist without causing me to look bad.

She licked her lips and was bending down towards the towel. Her mouth was partly open, ready to remove the towel. Fortunately, before she reached the towel (and what was hidden beneath it), we heard a voice from behind her.

"Mrs. Cake?!"

Mrs. Cake's eyes got comically big, and she turned quickly towards the sound. I couldn't help but notice her private parts again while she was facing away, as my face was at the same level as her flanks. Her generous rear was almost in my face. Her nether lips were wetter now, and I could see trails of liquid on them, with some traveling down her inner thighs. I winced slightly, but I couldn't help but stare, my face red again.

Is that... is she...why...?

Twilight—who seemed to have finished talking with Applejack—was walking towards me and Mrs. Cake. Applejack was looking at the scene with a knowing smirk on her face.

"Why are you near Max? And what were you doing?" Twilight asked, confusion on her face.

"N-Nothing dear. Just making sure that the towel was on." Mrs. Cake lied, clenching her hind legs together slightly. Pinkie Pie was instantly there by my side, giggling and with a huge smile on her face.

"She was also rubbing her hoof on his chest and tummy. She seemed to have so much fun doing it; she was then bending down, trying to correct the towel, I think, and she would have used her mouth to do it. And she also had this funny expression on her face. But wouldn't it have been easier if she used her hoof instead?" Pinkie put a hoof under her chin and had a thoughtful expression.

Twilight was looking at Mrs. Cake with a expression I couldn't quite place. It looked kind of like...suspicion, but I wasn't too sure. Twilight's horn glowed, and my leash was lifted into the air by her magic.

"Well, it's time for me and Max to go, so goodbye everypony!" Her friends and Mrs. Cake said goodbye, and Twilight quickly led me towards the entrance to the shop. Before I exited, however, I couldn't help but take a glance back. I saw Mrs. Cake looking back at me, with an almost hungry look in her eyes. I shuddered a little, and followed Twilight. We exited the shop quickly, and she trotted towards the market place, me by her side. Once we got a safe distance away, she leaned towards me and whispered.

"Max, what was that all about?" I told her about what Mrs. Cake did when she came into the room, looking away as my face lit up; Twilight had a disgusted expression on her face. As I finished, she seemed to trot closer to me, almost like she was trying to protect me. It was cute, in a weird sort of way. I could feel her tail touch me every now and then as we walked. We continued in silence for several minutes before a thought struck me.

~Twilight, what did you and Applejack talk about?~ I asked, glancing down at her. This time it was Twilight's turn to look away, her cheeks taking on a pinkish hue.

"N-Nothing, Max."

~Twilight...~ She flinched slightly, her wings twitching at her side.

"Oh, alright," she said, her head lowering slightly. "She was asking me if I could take you to her farm, and let her run some tests on you." Oh, I don't like the sound of that...

~Tests?~

"Yeah, tests that would measure your intelligence, endurance, and some other stuff," Twilight said, refusing to meet my gaze. She fell silent again, as I watched the buildings pass while we walked.

~Did you agree to it?~ I asked finally.

"Umm...I told her I would think about it."

~Did she say when?~ I asked, eyes on the mailmare as she flew by, upside down. How does she do that without any letters falling out?

"She wanted to do them later this month, unless I agreed to do it sooner.” Not much more was said after that. As we got to the marketplace, we turned down the path that led to the library. After a few minutes of walking, I could just see the top of the tree further ahead. Twilight looked like she was thinking hard about something, glancing at me periodically. She would look away whenever I turned my head in her direction, and her cheeks would turn a light pink every time she did. Her behavior made me wonder what these 'tests' she and Applejack talked about entailed.

We soon arrived at the library and entered our home. Twilight headed to the kitchen to drop of the box with the cupcakes, and I headed to the living room. Throwing the towel into the corner of the room, I reached behind the couch and slipped on one of the extra sets of clothing that Twilight had somehow convinced Rarity to make. With a loud sigh, I collapsed upon the couch. There was the sound of hoofsteps below me as Twilight made her way up the stairs.

"Max?" she asked, tentatively. I looked up and motioned for her to join me. She trotted over and slipped up on the couch, snuggling up next to me.

"I'm sorry about what happened today," she mumbled, her head resting on her hooves.

~It's okay. It's not your fault~ Scratching behind her ear, I returned to staring at the ceiling. Twilight shifted next to me, leaning in closer.

"What are you going to do about Applejack's offer?" she asked tentatively, her voice hesitant as if she feared the answer. I sighed, closing my eyes.

~If it's all the same to you, I think I'll decline the offer for now~ I replied, opening my eyes and glancing at my friend. Her ears perked up, and a small smile spread across her face.

"Okay," she said, laying her head back down. "I'll tell her next time I see her that we aren't interested." Closing her eyes, she snuggled even closer to me. I'm not sure if it was just the stress of the day, or the fact that she had very little sleep the night before, but Twilight was soon fast asleep.

I just laid there, my arm around her, staring up at the ceiling. I was thinking. Thinking hard.

Why am I getting so flustered about ponies making advances on me? They're ponies! I'm a human! Sure, some of them are really good looking, but I certainly don't like any of them in that way...

An image of Twilight flashed through my mind. A cute smile on her face as her eyes lit up. Her laugh that seemed to light up the room. The eager way she tried to learn everything and anything new. I felt my face flush again as I glanced over at the sleeping mare in my arms.

I don't like any of them that way...

...right?