"RICHAAAAAAAAAARRRRRDD!!!"

Twilight's voice thundered through the house. While probably not sufficient to wake the dead, it was certainly good enough for the merely sleeping, which included me, much to my dismay.

"Geez, Twilight, I don't think they heard you in Canterlot," Spike echoed my sentiments from his box. Although, he could've waited until she barged in to offer his opinions more directly.

Speaking of which, I prepared myself for her entrance by pulling my face under the covers. They were unusually warm and comfortable that morning, and I would not be extricated without a fight. I had priorities to maintain.

Right on cue, the door nearly left its hinges as Twilight kicked it open. "Richard, you have five seconds to explain yourself before I... I... I don't know what I'm going to do," she trailed off, perhaps having finally exhausted her supply of righteous fury or whatever it was that had lodged itself up her backside this time.

Five seconds came and went, and nothing happened. Even Spike was suspiciously quiet after his earlier wind-up to give the purple princess a piece of his mind.

"Uh, Bill?" he finally said after an extended pause. "I think you need to see this."

Against my better judgment, I chanced a peek through a gap in the covers. What I saw defied belief, and I lifted my head out to get a better look at the odd but not unpleasant sight. Standing in the doorway was a very upset, but more importantly, very human Twilight Sparkle. Whatever force was responsible for this latest transformation had done a remarkable job finishing what the first one had started. Her basic figure stayed the same. She still retained her slim build, but not without a few curves, and her knockers were as round and perky as ever, if a little bit on the small side. Even her hair hadn't changed. She'd simply traded her remaining alien pony features for proper human ones, and I couldn't pull my eyes away for reasons I couldn't quite articulate. As a result, I just stared at her dumbly for the better part of a minute before noticing she was doing the same to me.

Spike wandered into view regarding me with a strange look as well. Then, without warning, he covered his mouth with both hands and promptly excused himself from the room. The distinct sound of laughter filtered in shortly after. Cadance appeared briefly in the doorway to see what all the fuss was about before joining Spike in his merriment. Meanwhile, Twilight and I continued our staring contest.

"What, is there something on my face?" I asked, finally regaining my capacity for words and breaking the staredown. For some reason, speaking felt kind of weird, but I wrote that off as something to be dealt with later.

"Y-you're..." Twilight stuttered.

Realizing I wouldn't get anywhere in a reasonable amount of time by simply talking, I decided to take matters into my own hands. Reluctantly, I crawled out from under the covers and immediately collapsed on the floor in a tangle of my own limbs. Only then did I discover the true scope of my predicament.

I like to think I took the revelation rather well, under the circumstances. Twilight, Cadance, and Spike managed to restrain me after recovering their wits, and I only knocked over half the knock-overable things in the room while they did so.

"I'm a tiny horse," I said flatly to the bathroom mirror after I'd calmed down a bit.

"Actually, we prefer the term, 'ponies,'" replied the voice of my fellow afflicted somewhere behind me, "and no, you aren't. You just look like one."

From my perspective, the distinction was purely academic. "A Tiny. Fucking. Horse."

With a light brown coat, dark brown hair, and brown eyes, I wasn't even a particularly interesting horse, but I could at least be grateful that whatever force had transformed me decided to leave out all the extra bits. Losing my hands was bad enough. Having to deal with extra appendages would only have made it worse.

Twilight's reflection rolled her eyes before leaving me alone in the upstairs bathroom.

"So," I said, following her back out into my room. "You're supposed to be the expert here. What has the power to do this to me and that to you?"

She didn't look up from her self-appointed task of cleaning up my lackluster attempts at property damage as she talked. "It has to be something that spreads by physical contact. Otherwise Cadance and Spike would be affected. It must have been on your clothes when you came back yesterday. Now where did they end up?"

For reasons unbeknown to science, I felt a sudden surge of helpfulness and started walking around the room to go through piles of overturned stuff. Walking on four legs turned out to be surprisingly easy. It was kind of like that stupid bear crawl thing they made us do in gym class way back in high school but less awkward because my limbs were actually built for that now. It didn't take long to find my laundry pile.

'Score one for the organized chaos that is a bachelor cave.'

"Over here," I called, holding up my sweater. It had dried out, but was still covered in dirt and plant matter from the forest floor.

Twilight only made it a couple steps before her eyes went wide with shock. "Bill! Don't touch that!"

She actually startled me enough that I dropped it immediately. "What? I was wearing that last night when I got back. Whatever it is is already on me."

She completely ignored my protest and scrunched up her face like she was concentrating really hard on something. Relief followed when the sweater started glowing and floated over my head in her direction.

"OK, I got good news," Purple Princess proclaimed after a pause. "There's a cure for what caused this."

"And the bad news?" I prompted, reserving my enthusiasm.

"There isn't any, as far as I know."

I remained unconvinced.

"Look, all we have to do is take an herbal bath, and we'll be back to normal."

"You mean what passes for 'normal' around here?"

Twilight paused for a moment to mull that over. "Point taken," she deadpanned as she walked out of the room.

I followed close behind, but not too close. I wanted to enjoy the view and still see where I was going after all. Unfortunately for me, my ability to walk on four legs ended right where the top of the stairs began. Twilight successfully avoided my gravity-assisted descent, but a poorly-placed bookshelf at the bottom did not.

The commotion drew the attention of the library's other two inhabitants, and I found their concern for my well-being to be quite touching, if a little excessive. The only real casualty was my pride, as my streak of failure at significant property damage continued onward.

"Ow," I said, eloquently summarizing the effects of blunt force trauma to the everything. As far as I could tell, nothing was broken or knocked out of place. It was just sore and achy, and it hurt if I moved around too much, not that I really wanted to. Cadance decided that my trip through the gauntlet of pain, suffering, and humiliation had earned me a spot on the couch. There, she generously offered her lap as a nice, warm pillow upon which to rest my weary and battered head. As a bonus, I even got ear scratches which, disturbingly, felt far better than they rightfully should have. We may not have seen eye-to-eye on a few things, but the pink Princess certainly knew how to make a guy feel better.

Meanwhile, Twilight outlined her plans to rectify our predicament once establishing that I would survive the numerous blows to my dignity since waking up. She would go to the local spa to see if they had the supplies and set up an afternoon appointment. Meanwhile, I would stay at the library with Cadance and Spike and do everything in my power to not injure myself further. I liked the plan because it didn't call for me to do anything but go to the spa when the time came.

I tried to interrupt and point out a flaw in her plan, but she just kept on talking, so I decided she could just find out the hard way.

"Something wrong?" Cadance asked as Twilight headed out.

"Nothing too major," I replied. "She won't be gone long."

"What makes you say that?"

"Just wait."

Right on cue, the front door opened and shut, revealing a frantic Twilight Sparkle. "Too. Cold."

"I tried to warn you, but you were too busy talking."

If looks could kill, I'd have been a dead man, but I couldn't help but squee internally at how adorable the angry humanized Princess was. I made the best innocent face I could with the unfamiliar facial structure I had.

"Now, now," Cadance interjected diplomatically, magically conjuring a blanket from somewhere and sending it over to her peer. "I can go set up the appointment, and you can stay nice and warm here. How does that sound?"

Twilight smiled gratefully, and I mourned the loss of my lap pillow once Cadance stood up. She then called Spike down from cleaning up our shared room, asking him to accompany her. I watched them suspiciously as they left me and Twilight alone in the library. Pink Princess was up to something, and I had a pretty good idea what that something was.

"So," I said, breaking the silence as Twilight made her way over to the empty spot on the couch, "What makes you think this plan of yours is going to work?"

She gave a momentary thoughtful look before answering. "Well, if the poison joke affected you, I don't see why the cure for it wouldn't."

"Poison joke? And what makes you so sure that this herbal bath thing will cure it?"

"Did I really not tell you about it?"

"You know, once you start talking, it's really hard to get a word in edgewise, and when I do get a moment to interrupt, you've moved so far ahead that my question no longer makes sense in context."

For a second, Twilight looked stunned, then she blushed a little. "Heh heh, sorry. I guess I get carried away sometimes. Poison joke is the name of those blue flowers you fell into that got on your sweater and transferred to me when I touched you. It plays jokes on whoever it touches." Gesturing to herself and me, she added, "And this is the result."

I regarded her for a moment and then gave myself a once-over. "Very funny. I can't breathe from all the laughing."

She chuckled at that. "Oh, I'm sure you'll come to appreciate it once this is all over. I know the cure works, because I've had a run-in with this stuff before. It turned my horn into a useless noodle, and Spike wouldn't shut up about it for a month after. Eventually, I came around and saw the humor in it."

"Excuse me if I withold my mirth for the time being," I deadpanned. "So what are we going to do until the other two get back?"

"Right now, I just want to warm up. Although," she paused, turning to look me over, "I am kind of curious..."

I warily curled up toward my end of the couch. "Curious about what?" I asked tentatively, unsure of her intentions.

"About how significant the change was for you. Going from what I was to a human wasn't nearly as big of a transformation as going all the way from a human to a pony."

I agreed to a few very minor and non-invasive experiments simply to pass some time. Even if I looked like a pony, bacon was still awesome, and grass was still disgusting, so at least I could take comfort in that. For Twilight, however, the opposite was the case. On that basis, we concluded that our transformations were completely external, which meant I was still 100% human on the inside.

"I'll admit, I'm not that surprised," Twilight said. "After all, you don't have a cutie mark, and I can still access my magic..." she trailed off. "Wait a minute. I have an idea. Come on."

I didn't have time to ask questions. Twilight led me back to the couch, laid down, and pulled me up with my back and shoulders against her chest.

"Uhh, mind letting me in on what's going on here?"

"I just realized that if I can still access my magic as a human, I might be able to find and link up with your magic now that you're a pony. You know, like we tried way back when we were in Canterlot."

"I thought we just established that I'm still human in pony form, and you're still a pony in human form."

"Are you saying this isn't worth trying?"

"No," I admitted.

"Then be quiet, and stop fidgeting. It's hard for me to concentrate."

Of all the thoughts running through my mind, Twilight's ability to concentrate was the least of them. There were other, more directly pressing, matters to contend with. The way her warm breath felt on the back of my neck along with the way her breasts squeezed against my back put my thoughts firmly in the gutter. The unabashed intimacy of laying naked on the couch together with me wrapped in her arms and both of us wrapped in her blanket was intoxicating regardless of her intended purpose. To cap it all off, I wasn't exactly opposed to this mental onslaught of debauched imagery. Even if this latest attempt to expend my magic through non-sexual means failed, I didn't want to pull away.

After a few minutes that felt more like hours, Twilight broke the silence. "Do you feel anything?"

"Huh what?" I asked, having been caught off guard, too lost in my own musings.

"In your hooves. You should feel something in your hooves."

I concentrated on the feeling in my hooves, but nothing seemed out of the ordinary. "Uhh, no. Is that bad?"

Twilight let out a sigh of disappointment, "It means we're no further than we were last time we tried. If you can't consciously connect with the magic inside you, there's no other way to get it out than what we've already established."

"Oh," I grumbled dejectedly.

Despite the lack of progress, neither of us moved to get up.

A minute later, I glanced at the clock and had a thought, "Twilight?"

"Hmmm?"

"How long does it take to go to the spa, set up an appointment, and come back?"

"About an hour. Why?"

"I'm just thinking now's the perfect time for someone to walk in, catch us like this, and get the wrong idea. They've been gone for an hour and a half."

"I don't see you getting up," Twilight said flippantly.

"I could go upstairs and take a nap. I just don't like the idea of falling back down when it's time to go." That was my story, and I would stick to it.

"Uh huh." She clearly didn't believe me.

I dug in for a counter-attack, "You're not exactly rushing to get up either."

"It's cold outside, and it's cold in here," she noted idly, then she added, "You're warm," while pulling me in tighter and nuzzling her face into the back of my head.

I tried not to think too hard about what she may or may not have been implying, believing it best to let her dictate the pace. The last thing I wanted was to piss off my hostess by misreading her intentions and making a bad move. That's just a basic rule for survival when one's living arrangements get tangled up with intimate relations.

I also didn't want to start something and then have somebody walk in on us.

"I'm back," Cadance called from the front door after letting herself in; speak of the devil, and there she is. Glancing at me and Twilight for a moment, she smiled sweetly and asked, "Did I miss anything?"

"Where's Spike?" Twilight asked, hopefully hearing my silent plea to ignore the pink one's bait.

"Oh, he's off on an errand," Cadance said dismissively. "The spa didn't have one of the herbs they needed for your poison joke bath, so he went off to Zecora's to see if she had any."

That seemed to put Twilight's mind at ease, but I wanted to keep Heart-butt talking about things other than the awkward situation she'd walked in on. "When are they expecting us?"

"Your appointment is at two this afternoon. I also booked a massage and the sauna room for all three of us in addition to the bath. By the way, Twilight, have you thought about how you're going to get there without freezing?"

"Well," she began, "No, but maybe Bill could let me borrow some of his clothes?"

"I doubt they'll fit, but you're welcome to it. That way, I'll have something to wear for the hike back. I'm taking my own socks and underwear though."

Unfortunately, that meant venturing back up the stairs to make sure Twilight drew from the clean pile in my room when choosing what to wear. As I'd predicted, everything was at least 3 sizes too big, and improvisations had to be made to keep the pants and shoes in place. Much to my chagrin, the oversized clothes seemed to look better on her than they did on me. Not that I would ever say so out loud. Once she'd finished getting dressed, I grabbed clean socks and underwear for myself and packed them in a provided satchel.

My trip back downstairs once again included a gravity assist. Only this time, I made it halfway down first and avoided further head trauma by rolling over my shoulder and letting my butt do the work of stopping me. From that point on, I was forbidden from going back upstairs to prevent further stairs-related mishaps, and for once, I had no objections.

Eventually, Spike showed up and proclaimed victory in his quest to retrieve the missing ingredients for the bath at the spa. Twilight, being the dutiful character that she was, immediately provided him with another quest, making lunch.

When the time came, Twilight left Spike in charge of the library, and we all set off for the spa. Being the only one in the group who didn't know where we were going, I followed the other two. On the way, I couldn't help but note our comparative heights while standing. At best guess, my nose came up to about bellybutton height on Twilight. On Cadance, I was precisely at butt-slash-crotch height. It was just an idle observation, but once prompted, mental images care little for such trivialities.

To my surprise, Rarity greeted us when we made it inside the spa. "Twilight, is that you under there? What brings you out here today?" Then, turning toward me, she added in a suggestive tone, "And who is this handsome stallion?"

"Uhh, I'm Bill," I answered awkwardly.

"Bill?" she gasped. "You poor thing. What in Equestria happened?"

"I fell down some stairs," I said bluntly, unamused by her overly dramatic inflection.

That earned me an ear flick from Twilight, which in turn led to Cadance snickering at all of us. Meanwhile, Rarity circled around me, apparently sizing me up from multiple angles for some nefarious purposes of her own.

Twilight removed the hat and layers of scarf that had been covering her face and took over the explanation. "He had a run-in with some poison joke and spread it to me on accident."

The appearance of a staff member saved me from having to deal with more theatrics. She led us to the changing room where we could drop off our stuff. I paused when I realized there was only one changing room, but then I figured that gender segregation of facilities probably isn't as important when everyone is naked most of the time. Still, things got sufficiently awkward when Twilight stripped off the clothes she'd borrowed from me, and Rarity started fawning over her human form, much to Cadance's amusement. I did my best to just tune it out and face forward as I made a beeline for the towel rack. I decided to head straight for the bath while the three girls went off to the massage tables.

The bath attendant's reaction when I walked in was priceless, and more so when I wordlessly jumped in, submerged myself, and came up human again. The poor girl nearly fainted from shock. Even I was surprised at how quickly my transformation was undone. Once the attendant recovered, she apologized and explained that she'd thought I was a normal pony who had figured out how to undo everyone else's transformation. I introduced myself but left out that I did, in fact, know how to undo it. The spa seemed like a more reputable sort of establishment, and I doubted she would believe me anyway. Worse, she might think I was some desperate sleazeball trying to score a cheap lay, not that I would refuse if she had offered.

Lotus, as the bath attendant had introduced herself, brought me a drink, which I sipped at while soaking in the pleasantly warm water. We made small talk for a while before veering off into more substantial topics. Like with Zecora, it was nice to just talk to someone for once without some pressing business matter or having to think about whether or not she wanted sex. She didn't even look at me funny when I asked her to turn around so I could climb out and put my towel on.

'A true professional, that one.'

I decided on the sauna next. The bath had been warm and refreshing, and I liked the idea of staying in the warmer parts of the spa since I'd given up the cold tolerance of my pony form in the bath.

Once again, the lack of gender segregation reared its wonderful head as I found company upon opening the door. To be more precise, I was reunited with my three companions. Naturally, their towels were either cast aside or employed in some manner other than modesty preservation, and there was no great rush to correct this oversight while I claimed my spot on an empty bench. I made no issue of it.

I did, however, make an issue of something else. "Still haven't given up your human form, Twilight?"

"I was curious," she defended. "When else would I get the chance to see what it's like as a human? I'd have thought you'd feel the same way as a pony."

"Under different circumstances, maybe," I replied, laying down and stretching out along the length of the wide wooden bench. "But right now, I've had enough transmogrification for one trip."

A brief pause gave Rarity and Cadance a chance to politely excuse themselves. Cadance winked mischievously in my direction before shutting the door on her way out.

"Those two seem eager to leave the two of us alone together," I commented.

"Probably because I asked them for a little privacy."

"You know they're going to tease you relentlessly about it no matter what happens, right?"

"Like they haven't been teasing me about it already? You think you're the only one getting teased about it? They don't know you very well, so they've just been testing your limits. They've known me a lot longer. Cadance is the closest I've had to an older sister, and we've been sleeping in the same room since coming to Ponyville. Ever since she married my brother, she's been on my case about finding somepony to fool around with. Honestly, she's worse than my mother."

"Wow," I said, filling the brief silence while Twilight caught her breath. She had a good rant going, and it just didn't feel right to interrupt.

"Besides," she continued, getting up to pace around the room while she talked, "If I do it with you, I'm guaranteed no strings attached, no consequences, and as you like to point out, both of us get what we really want in the end. There's no down side." She came over and sat down next to my head, reaching over to run a finger along my jaw. "So what do you say? Are you up for a little experimentation?"

Words failed me, and I could only look up at her in shock.

"And don't even try to pretend you're not interested. You say you've done a lot of thinking on this very subject, which you wouldn't have done if you really didn't want to."

"I'm not denying it," I said, "I just never expected you, of all people, to be so forward about it."

"Maybe I decided we could set aside our differences for once and just get it out of our system."

I pulled myself upright and slid off the bench, getting down on my knees in front of Twilight and spreading her legs apart. I regarded her delectable pussy for a moment before looking up directly into those purple Princess eyes of hers. "You know, you're pretty hot when you talk dirty like that."

That won me a nice slap across the face, though not as hard as she probably could have delivered. "Get back on the bench. If we're doing this at all, we're doing it my way."

Curious about where she was going with this, I complied and resumed my former position. "I'll still fight you," I commented as I settled in.

"Oh, stuff it," she snapped.

It was a rather fortunate choice of words as she climbed up on the bench and straddled my face. I smacked her on the ass a few times before pulling her in closer to see if that cooter of hers tasted as good as it looked. I stuffed my tongue in as deep as it would go, fulfilling her request.

"Yah!" Twilight yelped. Although, whether it came from surprise or pleasure was unclear, and I didn't really care about that anyway. I just wasn't about to let her have all the fun to herself.

Massaging her round, firm buttcheeks, I cheerfully nommed on her nubile nethers, munched on her magnificent muff, and licked at her luscious lower lips. In return, her slippery sides worked to draw my tongue in deeper. She made a couple half-assed attempts to pull away but otherwise offered no protest to my efforts, and my grip on her hips remained firm. I must have been doing something right, because she soon relaxed, lowering her body to rest on top of mine. I was vaguely aware of her hands doing something to my cock, but most of my attention was devoted to dining at the downstairs deli. If she wanted my attention elsewhere, she would have to earn it.

With a moan, and a shudder, Twilight admitted defeat. I might have broken her sooner if I had had any idea of what I was doing, but I did still win out in the end, and that was what mattered.

"Alright," she declared, pushing herself back up and moving her whole body down toward my entertainment district. "You've had your fun, now it's my turn."

This had the unfortunate side effect of taking her precious pussy out of tongue range, so I used my fingers to reap the rewards of my prior ministrations. "Go on then," I called, "Don't let me stop you."

"I don't take orders from you," she shot back, pulling herself out of my reach. "I'm the Princess here. I get what I want how I want it."

Her movement freed me to sit up and reposition myself to mount her from behind. "Oh really," I teased, dragging the length of my rod along the surface of her snatch and coating it in the hot fluids dripping from within. "Why should I? You've been a very. Naughty. Princess. And you. Should be punished. Accordingly." I emphasized my points by smacking each of the stars on both sides of her pretty little butt.

Twilight responded by wheeling around and body checking me into the wall of the sauna room. In a low voice, she whispered in my ear, "I'm going to take what I want from you whether you like it or not." She could be quite strong when she wanted to be, which only made me want to push her more, but I let her have her turn, just to keep the act up.

Using her hands to brace herself and spread my legs apart, the Princess settled down between my legs to claim her prize. She regarded my equipment for a brief moment before beginning her own oral session.

Twilight took her sweet time getting to work, first moving my dick around with her fingers and examining it from all angles before going in. Slowly, she licked from base to tip and left a trail of saliva along my length. I leaned forward to hurry things along, but she blocked me with her hand and gently shoved me back against the wall, looking me in the eyes with a glare of silent rebuke. Opening her mouth, she leaned in to close her lips around the tip, using her wet tongue to tease my sensitive head from all sides at once. As she advanced down the shaft, I could feel her hot breath beating against my crotch while she covered my dick in her spit.

Steadily, she built up a rhythm of slurping and suckling. Back and forth she went, sucking on my manhood like a drinking straw with each stroke of her head and using her tongue to work all the hot spots. If Cadance had been giving her advice, it was paying off. Each pass sent another jolt of pleasure up my spine, and before long, I was primed and ready to fire.

She said she wanted it her way, so I just let it go straight into her mouth without saying anything. She looked surprised for a moment but didn't pull back. Instead, she slowly moved forward, apparently intending to draw as much as possible out of me and even going so far as to lick up any excess that escaped her mouth in the initial burst. Once satisfied, she let me loose.

I broke the silence as she stood back up. "Happy now?"

"You could've warned me when you got close."

"And spoil the fun of seeing your face when I finished? Never."

Twilight walked over to the other bench to retrieve her towel. "I guess it's time to go take a bath and face my friends."

"Have fun," I smiled sweetly at her.

As she left, I noticed a 'Do Not Disturb' sign placed prominently on the outside of the sauna door, confirming my suspicion that the whole thing was a setup. Still, I had my happy ending even if it did come earlier than typically expected. Putting my own towel back on, I decided to make a quick side trip to the showers before hitting the massage table.