Author's Notes:

This chapter was inspired by "Spellbooks", the TG story written by Freya.

---

Spellbooks - A story about what happens when two humans who love ponies find a way to alter the world around them
Story Themes: TF w/TG, human ->pony, human X pony, mind control,
'Dark' rating: 3.5 / 10
Clop?: YES.

"God damn, Ben, they have spells for everything in here!" John flips through the pages of the spell book they found. They found it at a garage sale, at first they both thought it was a joke, but then they tried some spells and they actually worked! John’s eyes go wide as he scans page after page, "I don't even know what spell to try first."

Ben takes the book from John's hands, "I know, right! I think I even saw a spell in here that talked about making money out of thin air!"

"You’re kidding?" John raises his eyebrows. "Well, come on then, let’s try that one out!"

Ben flips to the M page and starts reading off entries, "Mighty Strength, Miniaturization, Mind Control--"

"Mind control?" John laughs. "This is just getting better and better. We don’t need to create money if we can just go into a bank and have them open the vaults for us!"

"Good point, and we really don’t even need money if we can just make stores hand over whatever we want. Let me skim this spell quick." Ben’s eyes move over the page as he reads the description. "Awww, dang, it says it only works on girls. Seems pretty powerful though, it forces them to do anything you say." Ben nods slowly, "That sounds pretty fucking awesome actually."

John raises his eyebrows, "Only works on chicks huh? So it's not so much for making an army of followers, but seems pretty well suited to something else..." John pokes Ben in the side, "We can finally get you laid dude."

Ben mumbles, "I could get laid whenever man. Anyways, how do these targeted spells work? We just read the spell outloud, right?"

John takes the book back and scans the spell. "Looks like for this spell it’s just an incantation you have to speak. It puts some sort of an aura on the caster that lasts exactly one hour. Every female that comes within ten yards of you during that time will have to do exactly as you say until the aura fades."

Ben rubs his hands together, "Oh man, the things we could do!" Ben can’t help but lick his lips at thoughts of fucking every girl in his school. He can’t wait to try his first pussy!

John raises his eyebrows as he reads on, "Whoa, this is a bit harsh. It says if you fuck a girl while she’s under your commands, then any orders they were under become permanent for them." John grimaces, "Thats kinda creepy, we have to remember to stop any commands right before we climax. I don't want to screw up some girl's head for life." John glances at Ben, "I mean, you know, if we actually use this."

Ben chuckles, "What d'ya mean 'If we actually use this?' This spell is fuckin' sweet dude! Come on, let's go get fucking laid!"

John taps his chin, "We should test the spell before we use it in public."

Ben nods, "Good idea, but how can we test it?"

John gestures at the wall to his left. "My neighbor is at work right now, and he has a daughter who is probably alone right now..."

Ben’s eyes go wide and he looks at John, "Dude, you want to fuck his daughter? What the hell? I knew you were into some stranger shit, but damn."

John smacks Ben in the shoulder. "Dude, I don't mean fuck her, she’s like twelve! Jeez, I just wanna test out the spell! We can cast it and then see if she follows some simple, normal command, something like ‘do the chicken dance’. Sheesh, why must everything be about sex with you?" John picks up the spell book and heads for the door. "Come on, this should be funny."

Ben follows behind John, rolling his eyes, "Mind control NOT for sex? Riiiight, next thing ya know we'll be magicing up Rainbow Dash just to cuddle."

John stops in his tracks and looks at the spellbook. "Dude... if we could summon ponies..." He gets a hard on just thinking about it. It was no secret that both John and Ben were hardcore cloppers. Neither of them could even remember the last time they fapped to something other than clop.

Ben looks up, "Wait, I was just joking about it... do you think it's really possible? Could we use these spells to bring over the ponies from the show, and then, you know, get lucky?"

John shakes his head, trying not to think of the hundreds of clop images that were now flooding his mind. "One thing at a time, we need to focus here. Before we start thinking about summoning ponies to fuck, let's just go get some real, human bitches to fuck!" John pauses as he looks at the door, "Well... let’s get some bitches after we test the spell on a 12 year old girl."

Ben follows behind John, "Whoo! Loss of virginity here I come!"

John glances back at Ben, "Keep it in your pants Ben, remember, this is just a test! Sexy times will come later!"

Ben nods and John knocks on the door of the neighbor, a young girl answers it. She looks at him and waves, "Oh, hey John, my dad isn't home yet."

John smiles, she is really a sweet kid. He honestly doesn’t have a single dirty thought about her, she’s like his little sister. "Hey Sally. Can I just read something in front of you real quick?"

Sally looks nervous for a few seconds, "Okay...?"

John focuses on the spellbook: "Minbu Saka Zaka!"

Sally's eyes lose focus for a second and she sways on her feet before looking up at him. "John, I'll do anything you want..."

"Holy shit, it works!" John turns to Ben and they both smile wide.

Ben nods, "Sure looks like it does, make her do something though, just to be safe. Something weird too."

John laughs, "Sally, start slapping yourself in the face. Gently."

She laughs, "John, come on now, why would I do that?" Not a second later Sally's arm starts to raise. Her eyes stare at it in horror, "Wait, John, I can’t control my arm. Oh my god, what’s going on!? What are you doing to me?"

John watches as Sally slaps herself with one hand, then the other.

Sally looks at Ben and tears start to flow down her face, "No, stop! I don’t want to do this! Please stop, why am I doing this?!"

John looks on in shock before collecting himself. "Sally, stop that! Sally, act completely normal!"

Sally looks around in confusion, "John, what’s happening to me? I couldn't control myself, my arm..."

Ben giggles loudly, "This is so fucking awesome!"

John can barely contain his excitement. He knew that if he had used this spell on a girl his age, he could be making her suck his cock right about now. John bites his tongue and ignores his blue balls for the moment. "Sally, turn around and walk back in your room. Just go to your room and wait for your dad to get home. Forget any of this ever happened, and forget we were even here!"

Sally’s eyes glaze over and she nods, then turns around to go to her room. John closes the apartment door in front on him, then whistles and turns to Ben. "God damn... we're going to be gods dude."

They walk back to the apartment and Ben grins like a lunatic, "Fuck yeah man! Is there anything we CAN'T do now? There's probably loads more awesome spells in that book."

John taps the book under his arm, "Maybe we can get something to make us look better? I mean, no offense dude, but people would start to question if you all of a sudden had the hottest girls on the planet all wanting to fuck you."

John flips through the pages as Ben mumbles, "You ain't some big hotshot either pal."

John bites his lip, knowing Ben has a point. John knows he isn't in shape, that much is obvious. What is more though, John knew he probably had the smallest cock possible for a man of his age. Back in high school gym class the kids would tease him relentlessly, and he still hasn't gotten over the insults.

John grits his teeth at the bitter memory and looks down at the page he randomly landed at. "Body alterations..." John looks up, somewhat freaked out by the coincidence of landing on that exact spell page.

"Ooo, what's it do?" Ben asks.

John reads the archaic text out loud, "Simply pick a target host, then think of their entire body, or single body part you wish to change. Mutter this incantation as you imagine their new form, then it will be made so."

John grins, "Are you thinking what I'm thinking Ben?"

Ben licks his lips, "We could give girls huge tits before we fuck them?"

John smirks, "I was thinking more along the lines of doing something to ourselves!" John reads over the spell again, making sure he understood it. "Stand back Ben, I'm going to try something here!"

John uses his mind to imagine ‘himself’ as the target, and then focuses in on his tiny cock, then he starts to mutter the incantation. "Aaaaka Mmmmmba..." John thinks about having a larger cock, hmm, how big? What’s a good size? Well he wants it to be more than a good size, it should be... John’s eyes widen, shoot, he’s out of time the spell is almost complete! He wishes for his cock to be, um, um, um... as big as Big Mac’s! "...Penaba!"

John yells the last word of the spell and feels magic settle on him, as it focuses on his loins. A second later he clutches his pants as he feels himself change. His underwear rips and he feels something huge start stuffing itself down one of his pant legs. Something is wrong here, something is very wrong! He wanted a larger cock, but not THIS large. Humans should not have cocks this big!

Ben gasps in shock, "Holy shit, what'd you do? Did you just magic up a fucking flag pole down there?!"

John looks down in horror as his new member is clearly visible through his jeans. The situation only worsens as the sensation of his jeans rubbing on his new cock start to make him erect. A few seconds later and the outline of his cock grows even larger as it snakes down his leg. Ben’s eyes widen as he realizes his friend’s cock now reaches all the way down past his knees.

John winces as he sees how strangely shaped the cock is too. "Oh no..." John unbuttons his pants and takes a peek down at himself. It’s as he feared, his new prick isn't human. The spell took his wish word for word, and literally gave him the cock of a pony stallion, even going so far as to give him red fur at the base. An equine smell came off it, and John feels a wave of nausea at the bestial scent.

Ben covers his eyes from the sight, "Nice going brilliance, how the fuck are we going to get within ten feet of girls when you have that thing waving around!? God damn, not even the freaks are going to want you when you've got that thing."

John tries to laugh it off, "I can fix it doofus!" John scans the spell again, reading the footnotes and summarizing them. "It says every spell in the book is only temporary, I just have to ‘wait one hour and my body will revert to normal’. Well, unless you fuck someone and orgasm. Once you cum from sex, any and all body modifications become permanent, and your body becomes immune to all further changes and spells."

John laughs nervously, "So I probably shouldn't fuck anyone with this thing then, huh?"

Ben rolls his eyes "Ya think? Urgh, and man, what it is with these spells and them always getting fixed when you have sex."

"Hell if I know, don’t question magic dude."

Ben shakes his head. "Whatever, doesn’t matter. So, instead of waiting an hour, can't you just cast the spell again and change yourself back?"

John nods as he holds the spellbook and looks down at himself. "Yeah, it would be easy to fix this with another spell..." John bites his tongue. His cock is pretty disgusting, but it feels good. It feels SO good. After a life of being the butt of the joke and being the smallest... finally he was a man. He lowers a hand to rest on the top of his inhuman cock. John taps it softly, "I'll... just keep this for now. You know, for the heck of it. No sense casting another spell, I can just wait the hour and it will go back on it’s own."

Ben feels awkward at his friends choice, and he is pretty sure he can smell the equine musk radiating from his friends pants from all the way over here. Well, as long as John keeps it covered in his pants it should be fine. Creepy, but fine...

John nods at Ben, "How about you, you wanna change anything?"

Ben shields his eyes from his friend's bulge, "Uh, no thanks? Why would I want to turn my body into one with pony’s anatomy... wait..."

John and Ben look at each other as realization dawns on both of them, John's eyes go wide, "Dude..."

Ben nods, "Are you thinking what I'm thinking?"

John looks down at himself, "If I turned part of myself into Big Mac, and it was super easy to do—"

Ben finishes the sentence, "—then what's stopping us from turning our entire bodies into FiM ponies?!"

John grins like an idiot, "I could finally see what it's like to have hooves!"

Ben claps his hands, "I could be a pegasus and see what it's like to fly!"

John can hardly contain his excitement, "Okay, let's forget the sex and bitches for now, we could totally turn into ponies for a day! I could turn you into Soarin, or Prince Bloodblood..."

Ben grins, "Or Big Mac, or King Sombra!"

John can't contain his excitement: "That would be so fucking awesome. Oh my god, we’re doing this, we are so fucking doing this right now!"

Ben holds out one hand. "Oh my god, yes, yes, I call dibs to go first!! Let me see the spellbook!"

John pauses and looks at the book in his hands, feeling strangely attached to the mysterious text. "Ben... I already know this spell and I practiced it already." John holds the book tight to his chest, "Can I just cast the spell for you? It would be easier."

Ben raises an eyebrow, they agreed to share the spellbook, didn’t they? Oh well, fuck it, Ben is too excited about the idea of becoming a pony to really care about anything else right now. Ben nods at his friend, "Okay, I guess you're right. You have already practiced the spell, so go ahead and cast it on me."

John silently breathes a sigh of relief. He felt attached to the book, giving them up... no, why would he do that? "Alright, Ben, what pony do you want to be?"

Ben thinks about that. There were so many good choices! Did he want to be a stallion with wings? Magic? Dark power? A strong, buff body? He turns to John, "I can't decide! Maybe surprise me? But make sure it's a cool pony! I don't want any ‘ol boring body, I want to be in an awesome one! You know, famous, awesome looking, just all around amazing pony!"

John nods excitedly, "Okay, I can do that. Are you ready to become a really kickass pony?"

Ben closes his eyes and holds his arms out wide, "Yeah dude I'm ready. Hit me!"

John starts the spell: "Aaaaka Mmmmmba..." John picks Ben as the target for the spell and focuses on changing his entire body. John clears his mind as he thinks of a form for Ben to be turned into, 'Alright, who's an awesome pony? Ah, well that's obvious...'

John grins wide as he imagines the pony vividly in his mind, knowing Ben will appreciate his choice. With the pony chosen, John finishes the spell "...Penaba!"

John’s eyes light up as he sees white fur immediately start to spread across Ben's arms. The spell is working!

"Oh man, it’s working!" Ben says with excitement.

John’s heart rate quickens as he feels jealous of Ben. Actually turning into a Friendship is Magic pony? It is like, their dreams come true! "Dude, Ben, what’s that feel like? Do you feel that fur growing?"

Ben looks down at his body, a whole host of feelings going on in there. "Yeah I..." he pauses for a second, his jaw starts to tingle and feel the same way as the rest of his body. His hands slowly close up on themselves, fingers shrinking and his fingernails melding into one another, the same happening to his toes. His bones and joints begin to change, his entire body starts getting smaller and his balance starts to falter as his back bends forward. The fur rapidly spreads across all areas of his body and a pressure emerges from his lower back.

John can just stare in pure amazement as he watches his friend’s form twist into something new. Ben’s clothes begin to appear baggy as his friend shrinks into his shirt and pants. Hooves then burst out of his shoes, and out back a brilliant blue tail starts to appear.

John practically squeals in excitement as he watches the transformation near its finish. "Dude, Ben you're going to love it! The transformation looks like it’s working PERFECTLY! And wow, are you going to be happy with how you look, Vinyl Scratch is the coolest pony ever!"

A flash of panic shoots across Ben’s mind and he looks up at John wide eyed, unable to talk as his new muzzle extends out and a piercing pain shoots from his forehead. He reaches his new forehooves down to his crotch, attempting to save his last vestiges of manliness. It’s no use, through his hooves he feels his cock shrink away to nothing and get pulled inside of him. His hooves scramble around in a panic trying to find where it went, but all they find is a large, wet slit between his legs.

John is confused at his friend’s worried expression. "What? Something wrong with Vinyl? You said you wanted to be a cool pony..."

Ben feels his new sex finish forming and then his, no, her teats start to grow into round mounds that settle nicely between her legs. A few more strange sensations follow as her body settles and the entire transformation completes. Ben blinks, it’s over, the transformation worked perfectly, and now she is a mare, she’s female... Just as that thought crosses her mind, she feels something strange take hold of her mind. She feels compelled to look at her roommate. Her roommate, John, looks like he has some sort of aura glowing around him. Ben feels a mental fog fall over her mind for a second. Her mouth move on its own, "John, I'll do anything you want..."

A second passes and she shakes her head, what the hell was that? And what did she just say to him? Well, there are bigger issues at hand here. Ben turns to John and growls, wincing at his new feminine voice, "WHAT. THE. FUCK! Vinyl Scratch, the mare?! You made me into a fucking girl?! What the hell is wrong with you?! God dammit, dude, I can literally feel a fucking pussy between my legs right now. A GOD DAMN PUSSY! Jesus Christ! This is not cool dude! Not cool! Fix this! Fix this right Goddamn now!"

John takes a step back at hearing his friends sudden aggression, "Whoa, sorry Ben, I didn’t even think about that part of it. You never really specified gender you know, all you told me was turn you into a cool pony." John pauses for a second as he thinks back to the first words his friend spoke after ‘she’ changed. He was going to ask her about why she said that, but wait, what did she say? John scratches his head, Ben yelling at him made him forget what she said before she started yelling. Oh well, it clearly wasn’t anything important.

Ben sits for a second to think, "Urgh, I didn’t specify it because I thought it was obvious! Why would I want to be a mare? I want to be a pony that is cool AND male." Ben shakes her pony head. "I mean honestly, who turns their best friend into a girl? You thought I would be okay with this? Why would I want a cunt?" Ben shivers at the very thought of what she has between her flanks. "How can I fuck bitches when I’m a bitch myself?! Urgh, did you at least do a good job with the rest of the spell?"

John sighs, "Yeah, go look at yourself in a mirror dude, you look great."

Ben doesn’t want to see herself, but before she realizes it, she finds herself turning around to look at the mirror. Uh, okay? She looks at her face in the mirror as John apologizes once more. "Yeah, like I said, sorry man. I didn't even think about gender. But you look great otherwise, so the spell clearly works for—."

John’s train of thought gets derailed as he sees Vinyl's tail flick randomly, showing that she really is a female where it counts. Her glistening sex isn’t just female either, it’s also properly equine shaped.

John clutches his pants as his horsecock pulses with excitement at seeing the correct species in front of him. "Holy... fuck." John bites his lip as he finds himself staring at the mare’s flanks. His new cock practically rips his pants open as he traces her curves with his mind.

Ben turns back to John, "What... Oh lord..." she stares at John's bulge, her new sex involuntarily twitching a little. Ben tries to swallow but finds her throat dry, "H-How long do these spells last again?"

"Like, an hour?" John mumbles, trying not to think about his roommate as a mare, but her feminine voice just turns him on even more.

Ben turns back to her reflection and is just speechless. "Well, at least we know this works, and I gotta admit, Vinyl looks unbelievably cute in person. Forget human girls man, here’s the new plan. We both get stallion bodies, then we find some girls, then turn them into mares, and then we fuck them senseless."

John nods, not really paying attention and still thinking dirty thoughts about the mare in front of him. John lowers a hand to his pants, trying to restrain himself as a million erotic thoughts fill his head.

Ben waves a hoof in front of him, her adorable voice poking through his arousal haze, "John? You with me buddy?"

John looks at her adorable face and wants to just kiss her right here on the spot. He wants to lick her nose and nibble on her ears, then move down further south...

Ben feels a small wave of panic as he sees John’s eyes take in her entire nubile body. John is practically drooling as he looks at the pony’s curves. "John, don’t even think about it man!" Ben flicks her tail down between her legs. "John! JOHN!!"

John shakes his head to bring himself out of his fantasy. "Ah! Sorry, Ben, I don’t know why I’m thinking these thoughts, you’re my best friend!"

Vinyl/Ben takes a step back, "Don’t do anything you’ll regret John..."

John looks back at Vinyl’s cute little muzzle and fights back the urge to kiss her right on the lips. John grits his teeth, "Ben... I need to change you out of that... amazing body. Right away, you don’t understand man, you gotta... gotta change you before..."

Ben nods eagerly, "Yes! Yes, please do! Change me right now! Go, go go!"

John looks up with worry. "Okay just sit down and let me cast the spell."

Ben rolls her eyes. "I’d much prefer to stand, now ju--." Ben abruptly stops talking as she realizes she just sat down. She blinks. What the fuck? No, I want to stand. Okay, stand! Stand? Ben struggles but her muscles are frozen in place, something is forcing her to sit. Her mouth goes dry, "Hey, John? I can’t move my hind legs. Did you do something to me? I can’t stand up!"

"You can stand if you want..." John mumbles as he ignores her, and clears his throat as he focuses on the spell. He just has to cast this spell once more, turn Ben into a stallion, and then everything will be fixed! "Aaaaka Mmmmmba..."

He breathes a sigh of relief at doing the right thing here and changing her out of that form before he something he would regret. Man, who knows where things would have gone if Ben was a pony John actually clopped to. Vinyl was cool and all, but John was never really that attracted to her. Now, if Ben had been turned into a pony John actually found sexy, someone like...

"Penaba!" John yells the final word to the spell, realizing he just finished the spell. John frowns, wait, what pony is Ben changing into? Did he even pick a pony in his head? John looks over at Ben. "Dude, what pony are you becoming?"

Ben mumbles, "You’re turning me into a stallion, right?" Ben's fur turn yellow.

John’s pants unbutton themselves and his cock bursts out of them as it realizes what pony is being formed. "Oh... my god..." John mumbles as he sees Ben’s cutie mark slowly changes into three pink butterflies.

Ben’s eyes close, her whole body shivering a few times, a sigh of relief as the horn disappears, but she could still feel her mane and tail growing. What’s more, she starts to feel something growing out of her back. "What stallion did you pick? ...John?" Ben feels worried as she notices her voice sounds even more feminine than it already was. "I'm scared to open my eyes, can you tell me who I am now? Am I a pegasus?"

John feels his heart race and his hand finds it's way to his now fully exposed cock. Oh god, not Fluttershy. Not the mare that he has an unhealthy sexual obsession over. For years he has been clopping to Fluttershy almost exclusively. He writes erotic fanfics about her, draws erotic art of her, hell, he even owns several yellowed colored sex toys based off of her!

John’s mouth drops open as that very mare comes into shape before him, and he can’t help but start to stroke himself at the sight of the her. She looks so innocent, so gentle... so drop dead sexy. John’s eyes nearly pop out of his head, Fluttershy in the flesh turns him on more than any of those thousands of rule 34 pics he has of her.

Her eyes still closed, she speaks up again, "John!? Are you there? What body is this?"

John ignores her and just keeps fapping, bringing his second hand down to help accommodate his new, larger cock. Actually seeing Fluttershy, combined with the intense feeling his new massive cock is giving him, it’s all just too much and his brain is flooded with waves of pleasure which start to erode away at his judgement.

Ben’s eyes are closed, too scared to see what form she has. "J-John are you there? Which pony am I?" Her voice is much more feminine than before, confirming her fears that John probably failed in turning her back into the correct gender.

Ben slowly opens one eye, "John are you— AH FUCK!" She jumps back in disgust at the sight of John stroking himself just a few feet away. Suspecting the worst, she lowers a hoof down to her still female sex, "I’M STILL A GIRL?! Holy fucking fuck! Jesus goddamn christ how hard is it to fucking--."

John stops fapping, then frowns. "Stop swearing, you should talk softer when you’re in that body. I mean, you’re going to ruin Fluttershy for me if you swear when looking like that."

"WHY WOULD I WAnt to be quiet?" Ben rapidly lowers his volume, "Why would I want to talk all nice, and soft, and quiet?" Ben’s face fills with confusion as she hears herself tone down her volume. Why isn’t she yelling anymore? Well, whatever, she still has a message to give. "Look, John, you said you had these spells practiced, right? Is it really that hard to give me my cock back?"

John awkwardly stuffs his erection back in his pants, but his eyes remain fixed on her flanks. "You look really good." Ben glances at the mirror, sighing as she sees a flawless rendition of Fluttershy. John repeats himself, "You look really good."

Ben nods and her mind finds itself agreeing with John’s command. She does look really good. Ben smiles for a moment at his reflection, she was such a nice pony. But nice pony and good looks aside, Ben wants nothing to do with being a mare. "Okay, John, can we try this again dude? Just cast another transformation spell as quickly as you can, okay?"

John bites his lip, "You’re not swearing, but you still don’t sound like her. Talk exactly like how Fluttershy talks, okay?"

Ben glares at him as to say, ‘are you fucking kidding me’. But then she opens her mouth, "Okay John, I’m sorry. Now, umm, if you wouldn’t mind... can you change me back, please?"

John slowly shakes his head. "I-I don’t want to..."

Ben takes a step away from him, "But hey, no. John, I know you have a special thing for Fluttershy, and I know I do look really cute... but I don’t want to be this pony..." Ben swears to himself, why was she talking like this? She wanted to scream and swear and threaten to kill him, but yet, all she could do was speak softly. "I want to be a stallion, okay? That was the plan, right?"

John shakes his head to clear his thoughts. He realizes he told his best friend he wanted her to stay as Fluttershy without even thinking about it. He sighs and looks back at the most beautiful mare he has ever seen, intending to apologize. But the second his eyes land on her flanks his mind immediately starts to think dirty thoughts again. Every part of her body was just... No! This is his friend, he can’t do those things to her.

Ben stares at him, "Are you okay John? Can you please change me back?"

John nods slowly, "Yeah, yeah sorry Ben. I'll fix this."

Ben gives John a smile, "Oh, thank you thank you!"

John holds up a hand, "Well, I’ll change you back... but I just wanna look at you first, okay?"

"Umm, okay?" Ben shifts uncomfortably on her hooves.

John walks up to her and rests his hands on her back. His eyes close as he feels the fur between his hands. "Wow, you feel so soft, it’s everything I ever dreamed of."

Ben sweats with worry, John is losing it here. "Umm, John, what are you doing?"

John pets the pony of his dreams, "Shhh, it’s okay, it’s just a pet. You’re okay with this."

Ben twitches as he feels the petting start to get comfortable all of a sudden. He realizes he’s totally okay with being petted, just like John said. What the hell is going on? Anything John says seems to affects him.

John takes his hand away and looks the pony up and down. He wants to see every part of this magnificent creature. "Fluttershy, can you--." John laughs for a second and corrects himself, "Sorry, I mean Ben, do a nice slow twirl for me so I can see your whole body."

Ben raises her eyebrows, "That’s a little weird, isn’t it? I’m not a fashion model--hey!" Ben realizes he is doing a slow, almost seductive turn in front of John. "John I can’t control myself." Ben panics in earnest now as she shows all of her sides to the male. Why is she doing this? Why does she have to do everything John asks?

John is lost in thought as he watches the pony gracefully turn around, and then around again. He holds up a hand, "You can stop spinning now, thanks."

Ben obeys the command and panic continues to flood her mind as she finds her body clearly not under her control anymore. "John something is really wrong here."

"Mmhmm..." John mumbles as he stares at the sight before him. Fluttershy stopped her twirl at the ‘perfect’ time. She is facing away from him, her ass pointed directly at his face. John licks his lips as he stares at her hind quarters. Years of clopping to these flanks made the sight nothing new, but seeing it in person is so much more exciting. If only that tail wasn’t in the way, how does she really look under there? John chews on his lip for a moment, he should ask her to lift her tail. Wait, that would be pretty creepy wouldn’t it? I mean this is his roommate after all. Wait, she would understand, right? He just wants to look at it once, then for the rest of his life he will know what it looks like! Yeah, just a peek.

John clears his throat, wanting to ask her to lift her tail. In his excitement thought, he sort of forgets the subtlety. "Ben, show me your pussy."

"Wait, no..." Ben’s eyes widen in sheer horror as she feels her legs widen her stance. A second later she finds herself leaning forward, and finally she seductively raises her tail out of the way. Her pussy isn’t just visible, it’s on a grand display. Ben’s mind is in full blown panic. Why did she do that!? Why is she acting like this? Why is she under his control!? Why does she... wait. Ben’s pupils go wide. It was the spell! The spell from earlier! The aura John gave himself that let him control all females! It is still in effect, and Ben is a female! Oh god...

John’s heart skips a few beats as he sees the mare of his dreams presents her sex to her in an erotic fashion. "Holy... fuck," John gasps, nearly fainting from the rush of blood to his cock. He grabs his cock once more, and starts fapping furiously to the best pussy he has ever seen in his entire life, which was now presented to him just inches away. For a brief second he thought maybe he shouldn’t be fapping with his roommate right there in the room with him, but, nah, she’ll understand. And hey, she willingly showed him her pussy! Clearly she is into this, in fact, she probably finds this whole thing as erotic as he does.

Ben stares with embarrassment as she looks back at John getting himself off. She feels herself blush at seeing such a thing, the fact that she feels completely and utterly exposed certainly isn’t helping her case either.

John stroke himself even faster as he takes in her appearance. "Ben, I could stare at your pussy all day dude. I’m not even joking, it’s just... oh my god, I don’t think you understand how fucking hot you are."

Ben whimpers as she realizes her predicament. She has to do everything John says right now. The only good news is that it appears John doesn’t know Ben is actually under his mind control. That’s a very good thing. If John actually found out that Ben had to do what he said... Well then John would know he could have his way with Ben, and if John started fucking her, oh god, what did the spell say? If she got fucked while under his control, both the mind control, and the body she was in would become permanent?!

Ben lets out a sad cry, she is in so much trouble here. She can’t let anything slip, she has to ensure John doesn’t realize he’s in control. Not only that, she has to somehow last an hour in this body!

Meanwhile, John’s mind just melts, he was almost envious of Ben for having such an amazing body. How could Ben be mad for being given a body that is so fucking hot?

John’s eyes turn to look at Fluttershy’s adorable, blushing face. God damn, the sight of Fluttershy watching him get off just turns him on even more. He licks his lips and steps closer, putting one hand on Fluttershy's left cutie mark, while his other hand keeps stroking himself as he stares at her slit. "I’ve wanted this for so long, and now that it’s in front of me it’s a million times better than I ever thought it would be."

Ben’s body begins shaking, trying her hardest to move but none of her limbs obeying, John told her to show him her pussy, and that’s what she had to do until he said otherwise. But no, if she stays in this pose John is going to take things to the next level, what if he fucks her right here? No, no, no! She has to try and reason with him! "Umm, John!? I know I look really good and everything, but can you please remember that I am Ben. I’m your roommate! I’m not Fluttershy! I’m your friend and I’m a guy. Please, can you take a step away from me?"

John nods and stops fapping. Ben breathes a sigh of relief, but then notices that John hasn’t taken his eyes off of her glistening sex. "So, Ben I was thinking..."

John walks even closer to her, his cock slides against the inside of her leg and he rests both of his hands on her hips, rubbing her cutie marks. "The body change spell lasts like, 1 hour right?"

Ben whimpers, trying not to think about what she’s feeling on her leg. Thankfully she was a pretty tall pony, and standing like this her sex was actually above the height of John’s pelvis. "Well yes, the spell only lasts an hour, but can’t you just--"

John closes the rest of the distance, pulling her ass into his chest and continuing to run his hands all over her flanks, "You’re so fucking hot... There’s no question, you HAVE to keep this body for the rest of the hour. I just can’t get enough of it! I can’t bring myself to cast a spell to change you back, can we just enjoy the hour?"

Ben opens her mouth then pauses, she wants to say no and tell him to reconsider and to please change her back to being a human male. However, her body is receiving other commands, and something else controls her mouth. What was that John said? ‘She HAS to keep this body for the hour?’ Urgh, she finds herself nodding and saying exactly what he is waiting to hear, "Okay John, I’ll keep this body for the hour." Ben winces, that damned spell was more powerful that she thought.

John can hardly believe his luck. Ben is actually okay with this? Damn, what a good friend. Well, she probably understands how sexy she is and wants this body just as much as he does! He lowers his head down and rests it on her flank, rubbing his cheek all over her ass and enjoying the scent of her fur. "I love you so much Fluttershy!!"

She winces, "My name is Ben..."

John nods slowly, still smelling her fur. Oh god she smells like grass and flowers, it’s just perfect! "Yeah... well, it’s sorta weird calling you Ben though." He leans back up and thinks for a moment, "So, since you look like her, can your name be Fluttershy right now?"

John starts rubbing his hands all over Fluttershy's hips again, massaging her soft muscles. Ben bites her lips hard, nearly drawing blood from them. God damn it! This is bad, John still calling her ‘Ben’ was one of the only things anchoring John to the reality of who she really is. If she let’s John call her Fluttershy, things would only get worse!

John continues to rub her thighs, "So what do you think Fluttershy? Can I call you that?"

Ben, no, Fluttershy starts to panic again, she can’t let him change her name! She has been called Fluttershy all her life, she can’t have John just change it to Fluttershy all of a sudden! Fluttershy pauses for a second, wait, why is she referring to herself as Fluttershy? Oh god, it happened already didn’t it? To make things worse, all this contact and the way John is massaging her ass, she can’t help but feel pleasure back there. A small, feminine moan escapes through her lips as she opens them to reply, "Yes John, of course you can call me Fluttershy. Why wouldn’t you call me Fluttershy? That’s my name, that’s who I am John. I am Fluttershy."

John feels his cock surge upwards and hit Fluttershy's underside, her compliance making him even more turned on. "God damn it Fluttershy, you're the best." John takes a half step back and gazes at her equine cunt again. A small part of him is disgusted at just how inhuman it looks compared to a human pussy, but this is Fluttershy we’re talking about, the target of his clopping for years. Any reservation he has about the species before him is immediately dismissed.

He licks his lips, "Fluttershy, I’ve said it before, but you're pussy is just..." John gets on his knees and inches closer to it. "I want it more than anything Fluttershy!"

"Uhm..." Fluttershy let’s out a small moan of protest as she feels his breath on her folds.

John takes a deep whiff on her cunt, then cries out in nirvana, "Fluttershy, this is fucking amazing."

Fluttershy whimpers, the only form of denial she could force out of her body. Her body shook again as she tried to move or do anything, but no muscles complied.

John inhales her scent a few more times. "I could do this all day, pity you're only like this for an hour." John drums his fingers on her flanks as he continued to smell her. "I almost wish you could stay like this forever... But no, you're my friend Fluttershy, this is only going to be temporary!"

She breathes a sigh of relief and thanks almighty god that her friend is still sane. For a moment there Fluttershy was worried that John wanted to keep her looking like this, but no, it looks like John still remembers that she is actually his roommate and friend.

John looks back at the glistening pussy and has to restrain himself from licking it right on the spot. He drums his fingers on her flanks again, her cunt just look so inviting. "It's a shame we can't do anything. The book said no sex right?"

"That’s what you said before." Fluttershy mumbles quietly.

John licks his lips again, still staring at her cunt, "Fluttershy, what about oral sex? I think that would be okay, maybe? Well I’m willing to risk it if you are Fluttershy. You want me to do it?"

Ben feels herself start to get wet. Wait, no, stop it body! That was a question, not a command! Damn it, come on, that was a question! It’s no use, her mouth opens and she hears herself moan as she repeats his command, "Y-Yes... I want you to do it.."

John feels his cock harden once more and looks back at the pussy which was now practically dripping with arousal. "Wow, Fluttershy, you want this as much as I do!"

Fluttershy winces at the words, wishing he hadn’t said that. Fluttershy knew this exact scene has been John’s fetish for years now, so that only means... She feels her body get even hotter and she starts to get light headed as she feels her pussy burn with unimaginable desire. Her lips tremble, "John, I want this more than anything! I’ve been wanting this for so long!" Images and thoughts flash before her mind as this exact sex scene becomes her most wanted fantasy. Fluttershy finds years of new sexual memories flooding her mind. Thousands of memories of clopping to the idea of John eating her out. She’s never wanted anything as much as she wants John to eat out her cunt...

John’s eyes widen as the pussy before him twitches wildly. It gets so wet that for a second John thinks she might have pissed herself. But no, she just really, really wants this! Grinning like a madman John leans forward, softly brushing his nose around her folds. "I’m glad you feel the same way as me, but let's start off careful. I mean, we both know how sexy you are, but we should be careful here. The book said if you orgasm your body gets stuck... But a few licks can't hurt, right?"

John doesn't wait for a reply, he holds her flanks with both hands and then dives in, putting his tongue on the bottom of her huge slit and giving it one slow lick all the way to the top. John feels a shiver down his spine. He went down on one girl before, but it was nothing like this. Fluttershy tasted sweeter, much more exotic, and just... erotic. The realization that he was actually getting with a pony makes him lick faster and faster.

Fluttershy lets out a long, slow moan through closed lips, nothing in her life had ever felt this good. Years of her fantasies were now being delivered to her. She lowers her head, tears dripping down onto the floor as she realizes the magic is messing with her mind and playing tricks on her. She tells herself mentally ‘It’s just an hour, just an hour, I can last this.’

John gives her another long lick and she screams out in pleasure. The sound of Fluttershy moaning practically sends John over the edge, and he forces himself to stop licking for a few seconds. "That’s amazing Fluttershy, can you moan some more? Just keep moaning for me."

Fluttershy trembles at the response, but her mouth mechanically opens, letting out a steady stream of deeply feminine moans. She realizes the sound is actually getting a little bit more turned on..

John closes his eyes as he hears the girlish moans continue on and on. Oh god, his roommate is the best, she plays the part of Fluttershy so well! He continues to mash his face into her pussy. He tries licking up every drop of her moisture, which ends up being a considerable amount. As he licks her again and again, the flavor and sounds of Fluttershy nearly push him over the edge. He pulls back and gets some air, realizing he almost just came without even touching his dick these past few minutes. Phew, can't have that, no, this needs to last an hour!

Ecstatic with how things are working out, he rubs his nose into her slit once more before talking to her. "Fluttershy, how does this feel? You enjoying this?"

John goes back to servicing the pussy before him, this time using both hands to spread her nether lips wide, and then just pushing his face right into her large cunt.

Fluttershy moans out a sultry, "Y-Yeeees..." She swallows, oh no, she is getting close to climax! The spell seals when that happens!! "J-Johhhn..." her words get cut off as she moans some more. Taking a deep breath, she tries again "I... John... ahhh!" She goes back to moaning again, swearing to herself as she realizes her situation. John told her to moan, so now that’s all she can vocalize.

John pays her no attention as his tongue explores her depths. Up above, Fluttershy’s thoughts are flying at a mile a minute as she tries to figure out something, anything to get him to stop the assault on her pussy. The feeling down below was like a roller coaster screaming downwards. It was getting more and more intense, she doesn’t know how much more she can take, it’s coming, oh god it’s coming. Once this happens it’s all over, she would be nothing more than Fluttershy and would always be a slave to John. "Ahhhh, John....!"

John notices she was getting really wet down here, he’s practically drowning with his mouth inside of her folds.

Fluttershy cries out again, her skin starting to get all tingly. She isn’t going to last another ten seconds if he continues like this. She’s doomed isn’t she? Fluttershy bites her tongue as she imagines the rest of her life spent as a female pony? No, no no...

John feels Fluttershy squirt again as her moans get even higher pitched. His face gets coated in her juices and John moans himself as he enters pure nirvana.

Fluttershy’s moans reach absurdly high levels, John grins to himself, "Wow, I’m really good at this, she’s about to climax from this!"

John dives back in, eager to push the pony to that final edge. Eager to show Fluttershy that John is willing to go all the way, to show Fluttershy that John will always be there for her and... John blinks, then pulls back from her pussy and looks up at her. Fluttershy’s eyes had been closed and she was practically screaming with pleasure, but as soon as John pulled away from her she glances down at him. "S-Stop," she moans, "S-stop..."

John’s eyes go wide, "Damn, you're close aren't you?"

Fluttershy bites her lip and nods, she knew she was literally only seconds away from orgasm, and praised any and every god out there he stopped when he did. She moans again, then reflects on how she felt. As horrifying as that was, and as thankful as she was that he stopped... at the same time that was like nothing she ever felt. Part of her almost wanted him to keep going. She moans again, involuntarily.

John laughs, "Come on, stop moaning, Fluttershy. I’m not even touching you anymore!"

Fluttershy stops, letting out a sigh of relief as she does so.

John licks his fingers while staring at the cunt before him. "Damn, we're going to have to work on your stamina! You need to last longer than that in the future!"

Fluttershy, still stuck in the post of holding her pussy in the air, looks back at him with scared eyes. "You said this is only for an hour."

John nods, then leans forward and starts licking her thighs, careful not to set her off, but still wanting more Fluttershy on his tongue. "Mmhmm... But you know, tomorrow or later tonight or something. Once the spell wears off, we can do whatever for a few hours, and then maybe later tonight we can do this again! We could do this every night, right?"

Fluttershy swallows the lump in her throat, "Yeah, sure." The offer was actually very tempting, that did feel better than anything she ever experienced before. Oh well, all that matters is this hour finishes and she changes back. Maybe later on she could like to do this again, but without this mind control screwing with her head!

John pulls back away from her sex and sighs. "God, that was even better than I dreamed it would be. But since I can't have any more of that without setting you off..."

John looks up at her face and smiles. "Come over here Fluttershy."

Fluttershy finally breaks her pose, and turns around to face John. She breathes a sigh of relief at his understanding, and you know what, maybe that oral sex thing wasn’t so bad? New experiences are fun. She smiles, glad that it was over and now she could just wait out the hour and reflect on how good that actually felt.

John looks into her eyes and just gets lost in them. She really was the sexiest thing ever conceived. Not only that, John notices she is smiling too. He looks at her lips. "Honey, since I can’t treat you down there anymore, let’s do this instead."

Before Fluttershy can even comprehend what he was getting at, John leans forward, wasting no time in kissing her on the lips. Fluttershy gasps at the assault on her tongue, but feels herself comply fully, kissing him back slowly. John told her to do this, so that’s what she has to do... Fluttershy feels her tongue slide into his mouth, oh jeez, this is so wrong!

John practically creams himself as he feels Fluttershy's tongue go into his mouth. She tastes just like she smells, like flowers and grass with a hint of nature. Any other time the idea of kissing a pony and tasting grass would be revolting. But not here, not with his beloved Fluttershy. He kisses her back and runs his hands through her mane, feeling more joy than he ever had in his entire life.

Fluttershy mentally sighs as the kisses drag on and on. She supposes this really isn’t that bad, in fact, it feels pretty good. The way he is tugging on her mane feels pleasant too. She smiles into the kiss, as much as she doesn’t want to admit it, John is actually treating her really well. He was never this kind to Fluttershy back when she was his human, male roommate. Maybe Fluttershy living as a pony isn’t that bad of a prospect...

John breaks the kiss and looks into her eyes. Fluttershy blushes slightly. "Oh, we’re done?"

John smiles, she is beyond adorable. "That’s just it, Fluttershy, I need to go check the time and see how much we have left!" John stands up, then points at the mirror next to them. "Fluttershy, you need to look again at how pretty you are. I’ll be back in a minute!"

John leaves the room to find his watch, and Fluttershy feels herself walking to the mirror. She gasps as she sees her reflection. She realizes John must have told her in a command that she was beautiful, because the pony she saw in the mirror was drop dead gorgeous. Fluttershy couldn’t help but smile, her mane, her smooth curves, she was the prettiest, sexiest thing Fluttershy had ever seen! Grinning wide she does a slow twirl in front of the mirror, then points her rump at the mirror and lifts her tail. Her mouth drops open at the sight of her very own glorious pussy. It looks so good, no wonder John goes wild over her!

"I look amazing..." Fluttershy mumbles, staring at her glistening sex. She clenches her legs, watching the pussy wink itself. Fluttershy feels a wave of happiness, quite satisfied about having a pussy of her own, it just looks so erotic and she’s always, always been clopping to the idea of being with John and having him lick her cunt and... Fluttershy blinks and shakes her head. Urgh, she curses to herself, knowing that this is just layer after layer of mind control spell affecting her thoughts. But still... she does think she looks pretty cute, and her rump is just so sexy...

"Okay honey, I’m back!" Fluttershy looks up to see John walk back in and put an egg timer on the counter. "We have about twenty minutes until you change back, so come over here lover."

Fluttershy grimaces, but automatically starts walking towards him. "Umm... lover?"

John nods as she gets close. "Yeah, we’re lovers, Fluttershy."

Fluttershy winces, really wishing he didn’t define them like that. There was enough mind control on her already, who knows what this new command will do to her thoughts. She feels her mouth drop open, "Aww, I love you too John..." She trots over to him and pulls John in as she starts willingly kissing him with her tongue.

John just smiles and joins in the kiss, reaching one of his hands down to his pants and pulling out his horsecock once again. He still hasn’t gotten off, which was probably for the best, since doing so means he would be stuck with a pony’s cock for the rest of his life. Well, not that that’s a bad thing, after tonight he plans to find some girl who likes ponies and turn her into Fluttershy. A mare partner for life will probably prefer a horsecock on him, so really he might as well keep this one.

Fluttershy continues to kiss him, noticing that she is enjoying it even more this time. Probably since she considered John her ‘lover’ now. She sighs on the inside, this is getting absurd, thank god its all going to be over soon. Kissing was actually a fantastic idea, it was a pleasant, safe way to run out the clock!

John’s eyes widen and the mare gets even more energetic in her kissing. Damn, she really must like him. John smiles with his mind made up, he no longer had any desire to have a human cock, time to seal this one in. While kissing he brings one hand down to start fapping.

Fluttershy’s ears hear the noise, and she tries to ignore it. Whatever, not her problem if he cums. He can fap all he wants, doesn’t affect her.

John reaches with his other hand and grabs one of her hooves. She giggles, holding hands with her lover is really romantic. She notices the sound of him fapping stopped, and she feels him bringing her hooves towards something.

"Mm!" Fluttershy speaks up in the middle of the kiss as she feels her hoof get placed on his cock.

She breaks away from the kiss, but John speaks before she can, "It’s okay, it’s just my cock, give it a few strokes honey."

Fluttershy bites her tongue, realizing she had no choice in the matter. She awkwardly wraps her hoof around his member and starts to give him a hoof job. John sits back and watches her get him off for about thirty seconds. Finally he speaks up, "Not bad, but hooves don’t really work that well for this, do they?"

She nods but continues to do as he says, "No... they don’t..."

"Maybe you should try something else, hmm?" He grins, then smacks his lips together.

Fluttershy’s eyebrows raise. She loves John, but doing that? No way, that would be gross! Urgh, she shakes her head and fights back the wave of nausea.

John puts a hand on the top of her head and starts to force her head down. "Fluttershy you’re a pony mare. It’s in your blood, you love the taste of horsecock."

Fluttershy ’s breath gets caught in her throat, no, she needs to go, she needs to get out of here... but... she looks back at his cock, her throat automatically swallowing, her tongue drying up, she needs a taste... she wants a taste.

John pushes her head lower and her muzzle gets in reach of his cock. He feels her tongue gingerly lick his cock once. Then there is another small lick. "That's right Fluttershy, blow me.

That was the catalyst necessary for her, almost immediately her muzzle opens and surrounds the head of his stallion cock, a need for his cum overtaking all other functions as she sucks him off. Fluttershy mentally gasps, she didn’t even know how she knew how to do this! Yet here she is, licking, bobbing, and sucking. John runs his hands through her mane. "Oh yeah, that’s the stuff, keep going Fluttershy..."

"Mmhmm" She mumbles in between slurps. She didn’t even need to hear that command to keep going, this was nothing short of amazing. She could taste his feral precum now, and combined with the musk of his crotch there was an overpowering flavor that she knew she would never forget. But yet, as wrong as it was to be licking a stallion cock, John told her she would love the taste, and oh god, does she ever. Fluttershy moans through her full muzzle, and she does everything she can think of in order to get to his cum. Her tongue slathers at the underside of his bestial shaft as she tries to force him deeper into her.

John joins her in moaning as he feels his cock enter the pony’s throat. Dear god, she’s starting to deepthroating him already. "Ah, F-Fluttershy, I’m not going to last much longer!"

Fluttershy hears this and slows down, she wants make this last! His cock tastes so absolutely wonderfully terrific, she needs the milk this out for as long as possible! Though, as good as he tastes, Fluttershy knows his cum is going to taste even better. She needs it all! She lifts a hoof to play with his balls, as she pushes forward even more, watching inch after inch of cock slide into her mouth and go further down her throat.

John rubs the back of her head. "Yeah, you love this, don't you Fluttershy? You love every bit. I bet this turns you on..."

Fluttershy feels her body respond to his commands, and she feels her pussy get considerably hotter and slicker, she doesn’t know where she wants his cock more, down her throat, or in her cunt. The more inches she got into her mouth, the more she felt the need for something to fill her other hole. Ah, she needs more of it, she has to have this cock deeper!

*Boop*

Fluttershy pauses as her nose hits the soft fur of his crotch. She blushes, wow, first time blowing him she was already down to the hilt. And considering the size of his stallion cock, that’s no small feat.

John looks down and bites his lip as he sees Fluttershy looking up at him with almost two feet of his cock down her throat. "Fluttershy... Holy fuck..."

John sniffs the air, is that? He moves his head to the side and glances at her back legs. John’s eyes go wide, she is literally dripping wet back there. Fluttershy is so turned on that John can actually smell her arousal. It’s too much for John. He’s been clopping to Fluttershy for years, but to see Fluttershy this aroused over blowing him? It’s a dream come true!

John’s cock twitches in her mouth, and John lowers his hands to Fluttershy’s shoulders, holding her in place. "Fluttershy, you've done a great job, but I'm going to take over here."

"Mmhmm," Fluttershy mumbles through a mouth full of tasty cock as she looks up at him. A second later John starts thrusting his pelvis as he holds Fluttershy in place, fucking her entire muzzle.

Fluttershy smiles, well, as best as she could at least. Her stallion was so nice, allowing her to enjoy the feel and taste of his cock, and not making her work on it the whole time. She shivered from the sensation of being rammed in the mouth, then reaches a hoof down to her own sex and starts to pleasure herself.

John sees Fluttershy's eyes smile at him and watches her start to masturbate. She likes this! Here he is, actually fucking Fluttershy, and she is enjoying it! That thought sends him over the edge, and he feels himself climax. He pulls his cock out of her throat and rests it in her mouth as he feels his cock flare and utterly explode in cum.

Fluttershy was gently sucking on his flared head when it suddenly started spurting. The first wave of cum catches her by surprise and she almost chokes. She quickly swallows it all, only for another spurt to fill her mouth, and again, and again. The taste of it practically sends her over the edge, and she feels herself squirt even more mare juices around the hoof she has buried between her legs. More, she needs more! More cum from him, more pleasure between the folds of her sexy pussy, more everything! More of John! More of her lover!

John yells in feral pleasure as he feels her literally suck him dry. He knew his new orgasm meant his new pony cock was now a permanent part of his anatomy, but he was more than okay with that. And seeing how Fluttershy just gulped down about a cup’s worth of his horse cum, she seems okay with it too! He lets out a sigh of pleasure as he slowly pulls his softening cock out of her mouth. "Fluttershy... how was it?"

Fluttershy pants, she might not have been able to breath for some of that, but ohh it was so worth a belly full of all that delicious cum. She smiled at John, her lover. How can she respond to the question he asked? Hmm...

Rather than say anything, she slowly turns around and presents her pussy just like she did before. Fluid was dripping down both of her legs and she looks back and him and wiggles her ass. "I need you inside, sweetie."

John was willing to bet that never before in the history of men has someone gone from soft to hard as quickly as he did right there.

He takes a few slow breaths, "Fluttershy, I love you and want you more than anything... but we can’t do that honey. If you orgasm you’re stuck like that..."

Fluttershy looks back at her lover, biting her lip. Why wasn’t John fucking her? She knows her pussy looks amazing, she knows she smells great... maybe she needs to do something else? Oh, she knows! How did she do that winking thing before? That’s how ponies showed they were ready right? Let’s see, it was just...

John was debating if maybe he could give her just the tip. That would be safe right? Maybe just one slow thrust, then he could pull out and that would be that? Yeah, maybe-- Suddenly John see motion out of of his eye and realizes he no longer has control over his body. She is winking at him? Fluttershy is actually winking her pussy?! She wants her stallion to mate with her delicious folds? Holy sweet fucking christ.

John lurches forward, his cocks hit its mark a second later, and he lets out a deep moan as he feels a full two feet of his horsecock ram into her wet tunnel

Fluttershy cries out, both in extreme ecstasy and pain "FUCK!" Ben stops moving, and catches her breath, holy shit... she wanted him, but oh god that hurt incredibly bad. "S-Shit, John... please... just a second..."

John freezes halfway into her, giving her virgin pussy time to adjust. He bends over and nuzzles her cheek softly. "You okay Fluttershy?"

Fluttershy turns her head to his, licking his cheek in return, "Thanks... that was... just a little much on my first time..."

John blushes. "Sorry honey."

Fluttershy stays still for another minute, allowing her walls to conform to his size. It was incredibly tight still, but overall it felt better and the pain began to fade. She kisses his cheek. "All yours."

John starts again, slowly this time. He gets it in about 80% of the way, then pulls it out before ramming it in again slowly. "We gotta make this last Fluttershy. We don’t want you to orgasm, so we gotta do this slow." John sets a rhythmic pace, enjoying the feeling of her slick tunnel immensely. He looks up at her and feels curious, "How do things feel on your end? You know, you being a girl for the first time and stuff."

Fluttershy lets out a soft moan. It is kind of odd feeling a cock inside of her, but wow, the pleasure from being on this end of things... Ben remembers wanting to be on the other side of things, she wanted to be the one with the cock. Haha, she grins to herself as another wave of pleasure comes off her slick pussy. Being on the other side of this? No way José! She knew this was better in every way, shape, and form.

Fluttershy squeezes her cunt around him, making his thrusts slow down. "Fucking hell dude, this is fucking glorious on my end! The feel of your horsecock ramming into me is goddamned amazing. How does it feel for you?"

John lets out what's best described as a whimper. "Aaamm.... oh god. Fluttershy you’re so tight!" John check the clock with a quick glance "This has been the best 55 minutes of my life Fluttershy."

She grins widely, "Mine too, dude!"

John leans into her and buries his nose into her mane, smelling her body once more. "You're perfect Fluttershy, everything about you. You’re better than I ever imagined."

"Yeah, it’s been great John, I’m glad I got to experience being your mare."

"Let's change positions Fluttershy. As much as I love taking you from behind, how about you lie on your back?"

Fluttershy nods, who is she to deny someone making her feel so incredible? She carefully flips her body over with the cock still inside of her slick pussy, she doesn’t want to get off his cock even for a second. A moment later they are perfect. Fluttershy is on her back with her legs spread, and John is fucking her while his face is only inches away from hers.

Fluttershy licks his face. "I love you, John."

John moans at a particularly deep thrust, "Ohhh, I love you too, Fluttershy."

John keeps a steady pace of deeper and deeper thrusts. They should’ve stopped a long time ago, Fluttershy could orgasm at any time here really. But no, it feels too good, just a little longer!

Fluttershy leans in to kiss him. He meets her lips while leaning into her, her tongue immediately tangling with his. She wraps her back hooves around him, pulling both ends of John deeper inside of her.

John moans softly into her lips, her willing embrace almost sending him over the edge. He deepens his kiss, and tries to push his cock even deeper into her but instead feels Fluttershy's fur brush against his pelvis.

Fluttershy gasps while kissing him, their crotches touching just as she could feel him bump up against her cervix. They are a perfect fit! This is how she is supposed to be. She is perfect as Fluttershy, her body is practically custom made to make love to John! She feels her climax starts to draw near...

Fluttershy breaks the kiss, the moves to his ear and whispers: "Finish inside."

Her pussy tightens around him, begging him to give her his seed. John gazes into her eyes. He knew she wants him, she wants him probably just as much as he has always desired her.

John felt his cock start to flare, he knew they didn't have much time. He glances to the counter to check the time. "Fluttershy..."

"Y-Yes?..." She gazes into his eyes, her body trembling from a fast approaching orgasm.

John smiles at her nervous, highly feminine voice. "Fluttershy, we have 55 seconds until you change back."

She bites her lip and continues to grind her pussy against her shaft. She has the power to make that 55 seconds turn into a lifetime. She could spend the next 50 years as John’s pony slut... but should she...?

They stare into each other’s eyes and John continues to pump into her. The seconds crawl by and John feels his cock throb, and his balls start to tense. He brushes the mane out of his lover’s eyes. "Fluttershy... Will you be my pony mare? Forever?"

Fluttershy grins wide. "Yes! Fuck yes! I need this, John, I want this! I’ll fuck you everyday John!" She leans forward, planting a small kiss on his lips. "I love you John!" She knew the mind control had fucked with her head and this wasn’t really her talking. She knew it was just the spell making her feel this way, but you know what? So what. If she finishes this orgasm right now, everything will be fixed like this and she can spend the rest of her life as John’s dream mare. She could live as Fluttershy and be happy with John, her lover, for the rest of her life. Yes. This is what she needs, this is who she wants to be.

John returns the kiss. "I love you too, Fluttershy." Fluttershy squeals in pleasure as her pelvis explodes in pleasure from her orgasm landing. A second later John rams himself downwards feeling their pelvises meet as his cock bumps up against a wall deep inside of her. John kisses her passionately and grunts as his cock bursts forth, sending a torrent of cum even larger than before. Pint after pint is his seed is pumped deep into Fluttershy. Deep into the mare that was now his for life.

Fluttershy screams her muffled pleasure right into his mouth as they kiss, her brain nearly shattering from the pleasure as her pussy convulses again and again around his cock, milking every drop out of him and keeping it in her womb. She feels her orgasm climax and her body tingles as it settles on keeping this form permanently.

John collapses onto her, utterly spent as their tongues meet once more. Their kiss was no longer one of passion, but one of love. The clock beeps to signifying the hour is up, but they kiss through it, and the minutes pass with Fluttershy remaining 100% Fluttershy. She smiles ear to ear, loving every inch of the body she could now truly call her own.

A great while later, Fluttershy breaks the kiss. She grins, still basking in the afterglow of her first female orgasm. Well, the first of many, she corrects herself with a giggle. "Fuck, that felt unbelievably good."

John licks her nose. "Sweetie, I was going to say something back there when we were fucking. Come on, we discussed this, no swearing! You don’t sound at all like Fluttershy when you do."

Her ears drop, she likes being and acting exactly like Fluttershy! She is sad to realize she isn’t sounding exactly like the mare she wanted to be. "Oh, sorry honey, it won’t happen again..." Ben makes a mental note never to break character again. She strives to be 100% Fluttershy at all times! That’s what John would want!

...But wait... what the hell? She shouldn’t be able to swear at all. John commanded her not to do it. Just like he commanded her to act like Fluttershy, and he commanded her to love him. That’s all supposed to be permanent! That’s why she loves John, the spell...

John, who was idly petting her head, notices her confused look. "Flutters, what’s the matter?"

She creases her eyebrows, "You said the transformation spell wore off after we finished making love and it’s permanent now." John nods, so she continues. "Well, I was just, umm, thinking about ‘your neighbor’. How long ago did the mind control aura you had wear off? Shouldn’t that have lasted just as long?"

"Mmm, not quite honey. Remember I casted that spell quite a bit earlier than the transformation I did to you, so it ended a while earlier." John tilts his head as he does some mental math. "The mind control aura on the neighbor wore off... about twenty minutes ago? Which would have been about a minute or so after you started blowing me. Like, right before you started deepthroating me, and before I came into your mouth. Yeah, right about there. Why do you ask?"

Ben feels his heart drop. She did that... willingly? She was getting aroused by the taste of him, she finished sucking him off, and she then asked John to fuck her? She was kissing him, grinding her cunt into his cock, and dreaming of years of fucking him, all with her will intact? No mind control at all? For the rest of her life, she wanted to have a pussy, and wanted to spend all her nights fucking stallion cock? She did it all that with her own free will?! She stares at her hooves, and then looks at her pony body. She... wanted this!?

John scratches her ear. "Everything okay honey?"

A slow smile crawls across her face. "Yes."