Tim stands in the throne room of the Crystal Castle, his entire body trembling. “She turned me into a mare.”

"It was an accident, she's sick," Citrus comes up and nuzzles him. “Don’t worry, love. Twilight will turn you back shortly.” She glances back at Cadance. “Umm, come to think of it, I’m pretty sure she’s the only one that can turn you back.”

Tim turns and looks up at the pink alicorn, his eyes wide. “Duchess Cadance, you can get make me normal again, right? You can handle love no problem, so why not this?”

“Ummm, I don’t think so Tim.” She takes a step forward. “I may have the necessary strength for the spell, but I don’t have the information. I don’t have a scan of your original DNA to be able to turn you back, and transformation spells aren't really my thing anyway.” She glances at the door that Twilight was carried through. “I guess I could go back to her castle, but knowing the size of her library, samples collection and such, it would take me weeks just to search through her records. She really likes keeping records of everything.”

“You could just ask her.”

Cadance flinches. “Flurry,” she says before charging her horn and disappearing in a teleport. Tim looks around at his herd and the crystal guards arrayed around the throne room. Then he boggles as a bird-apple hybrid flutters down and lands in front of his hooves. It has no head, just the wings and tail of a bird, smoothly grafted onto an apple. He leans down, the body of the apple is breathing. He shakes his head. This is about the most insane thing he’s ever seen in his life, and he’s been living with Twilight for the last few months.

He looks at Citrus. “Can Twilight fix this?”

She tilts her head slightly. “Why are you in such a hurry, Tim? Might enjoy this for a while.”

“I quite liked being male, thank you!”

“Well, at least you don’t turn into a mare when splashed with cold water, right?”

“Oh, har har.” He looks over at Silver. “Help me out here, bud.”

Silver looks at Citrus, then over at Tim. “Sorry, but I don’t have the first clue about magic outside of flight. Hey, you are pretty cute as a girl…”

The all look over as a pop announces Cadance returning. She looks over at Citrus. “Shining is busy making sure Twilight doesn’t collapse the castle or anything crazy like that. He’s going to be useless for research. Twilight is usually the pony doing the researching, but she’s down for the count. We have no clue why she’s feeling the way she is. She’s been in the castle countless times.” She shakes her head. “So, it’s up to me. But I can’t watch Flurry and research at the same time. Can the herd help by keeping an eye on Flurry while we’re busy?”

As the foal is pushed towards her, Citrus nods as she lights her horn, taking up the hold on Flurry, pulling her over to hug her gently with one foreleg. "Will do."

Cadance offers a smile in thanks, her horn still alight. She glances over, and items float towards Citrus. “Here's her wammie, there's bottles in the fridge if needed, I'll be in the library." With one last smile she winks out leaving the herd in the room. Slowly everyone looks at Tim, everyone except Flurry, who within moments, is whining, looking at where her mother disappeared to.

“Oh, Cayenne." Citrus says in an almost sing song tone, giving her an innocent and friendly smile, "You know, you are pregnant after all, you could use the practice.” She pushes the whimpering foal to the spicy mare.

“Hey, mines still baking in the oven." Cayenne says taking a hoof step back.

“No better time like the present to start,” Citrus says as she lets go the magic. She ducks down to the other mare’s teats. “If she’s hungry, you can get a head start.”

Cayenne stands there, bringing the filly closer and looks down at the squirming filly. Lifting one leg she tilts her head as Flurry starts whimpering louder, tears leaking from her eyes. "Uh, oh, I think she's gonna blow." North Point is prancing back, Silver is nowhere to be seen, though the doors from the throne room are closing slowly on their own. Finally, her gaze settles on Tim. She smiles. “Here ya go, Tim. A stallion needs to be up on caring for foals, right?”

Tim barely gets his horn lit as Flurry floats towards him. Though he doesn’t trust his telekinesis enough to carry the foal, he sits down and the foal is placed in his forelegs. He remembers Cadance’s instruction and tucks her rear legs and cradles her body against his chest. It’s almost like handling a cat. He flattens his ears back, preparing for an impending explosion based on the look on Flurry’s face. Though after holding her, the explosion doesn’t come. He looks over at the stuffed snail and uses his magic to pull it towards him. Flurry ignores it and snuggles into the fur of his chest. “Ummm, girls.”

Citrus comes up, eyeing the bundle in his arms warily. “Twilight’s told us how demanding Flurry can be. If I didn’t see this with my own eyes, I wouldn’t believe it.” She looks up at Tim. “She likes you.”

He shrugs. “She seemed to like me as a human, Cadance remarked on that.” She looks at the exit to the throne room, then back at Tim. While Flurry seems happy, she’s squirming a bit. Then in a flash of light, the filly teleports to the floor. She stands up, shaking herself. Tim boggles at the foal standing there. “She did mention pony foals can stand and walk fairly quickly. Same as earth horses.”

“So, what do we do? Stay in the throne room? She’s in the library, it could be hours before we see her again.” Citrus huffs. “With the foal here, we can’t have fun with you, show you what that body can do.”

Tim takes a step back. “Oh, no. Not interested, nuh uh.”

North nuzzles his cheek. “Oh, come on. Might be fun.”

Tim sighs heavily. “Please, girls. I barely have any practice as a pony, being a mare would just be too much. We can find some books, or check out the computer setup Twilight was trying to keep a surprise.”

Citrus grins. “She’s horrible at keeping secrets, isn’t she?”

Tim nods, then he eeps softly as his eyes go wide as saucers, his pupils shrinking to pinpoints, and his ears droop.

Citrus looks around. “Okay, you take your eyes off a foal and they disappear. Though most foals can’t teleport. Where’s Flurry?”

Cayenne looks around. “Where did she go? Should be able to hear her hooves. Especially on these crystal floors.”

“Citrus.” Tim says softly, though quite high pitched.

“In a moment, love. Flurry Heart has decided to take a walk, or fly, or teleport. Maybe she’s looking for her mom. We need to find her.” As she speaks, the other two mares of the herd are walking around.

“Oh, I don’t think that’s all that much of a problem.” Tim says, his voice strained.

Citrus’ eyes widen. “Ummm, telling the Alicorn of Love that we lost her daughter is very much a big problem.”

Tim shakes his head vigorously. “I know exactly where she is.”

Cayenne yelps. “What? Where is she.”

In response, Tim lifts a hoof. The alicorn foal has reared up on her hind legs, her forelegs are braced against one of Tim’s hind legs for stability, and her mouth is securely latched on…

“Oh dear Celestia.” Citrus moans, covering her face and muzzle with her own foreleg.

“What do I do?”

Citrus takes a step forward, ducking her head to look. “Just be patient, don’t make any quick movements. When she doesn’t get anything, she’ll let go.”

Cayenne walks slowly towards Tim. “Ummm, she’s not letting go. And your teats shouldn’t be hanging like that.” She stops, one hoof raised, her mouth an o of shock. “Tim, are you lactating?”

“How the fuck am I supposed to know that?!?” Tim shouts, then he covers his mouth with a hoof, his eyes wide.

Citrus huffs. “Language in front of foals, Tim.”

North leans up against his side. “Okay, let’s get you on your side, it’s far more comfortable for you and the foal to nurse on your side.”

“North. I’m a guy, I’m not supposed to be nursing! Ever! Cayenne, you’re the one with milk tits, you handle this.”

Citrus whirls and gallops towards the door. “Cadance did mention that there was a bottle. I’ll go get it!”

Tim nods, then he shifts to the side, both North and Cayenne’s horns light, assisting to gently bring him down on his side. As he gets comfortable, Flurry snuggles in closer.

Silver moves closer. “Boy, she’s really going to town there, isn’t she?”

Tim glances at the door, apparently the pegasus has returned. “Shut up, Silver.”

He noses closer. “No, I’m serious. What the hell was going through Twilight’s skull when she sneezed?”

Citrus moves over, nuzzling the stallion. “There are real limits to such a transformation spell, even Twilight can’t bypass those limits. Tim is a mare now, and a gender change is a lot of magic, as well as the species change.” She looks at Tim. “He is how he would be if he were a pony before and a gender change was cast on him.” She smiles. “But don’t worry, Tim. If Twilight can’t, we’ll help the Duchess find the right sample so you can be turned back.”

Tim squeaks a bit as the foal bites down. “Please, hurry.” He moans.

“Don’t worry, Tim. Everypony is working as fast as they can.” North says as she walks over and lays down beside him. Gently, she stretches out her neck, lying it on Tim’s side to watch the foal. “At least she isn’t crying and shattering all the windows.”

“There is that.” Citrus says with a nod.

Inhaling deeply, North sighs, then she turns her head as she closes her eyes, snuggling tighter against Tim’s mane.

“Um, North?” He asks, flicking an ear. “Are you okay?”

North lets out a long, contented sigh and a soft, “Mum, hmmmm.”

“North?” Citrus says softly. “What is it?”

“Safe, warm, I smell…” She opens her eyes and lifts her head. Slowly she glances at Citrus before sniffing deeply again. “Comfort…” She flicks her ears. “Home…happiness…” She lowers her head, watching the foal nursing on the human turned pony.

Tim’s eyes widen. He looks at Flurry, then back at North. He’s quite trapped, lying there. Confusion is painted on his face as he yelps. “What are you talking about?”

North slowly curls her body closer to him, wrapping her forelegs around his barrel, lying her head on his withers. “I smell mom.” She says softly as her eyes drift closed.

Cayenne slowly walks over, lowering her head to sniff at Tim.

“Okay, will everypony stop sniffing me?” Tim grumps, scrunching up his muzzle and nose.

Closing her eyes as well, Cayenne gives her head a quick shake, lifting it away from Tim. “You smell almost like my mom. When I was a little filly, I’d snuggle up against her, and she’d brush my mane. It was so comforting.”

Tim looks helplessly at Citrus as Cayenne joins North in snuggling up with him. He looks down, the filly has fallen asleep, only occasionally sucking. Citrus walks slowly forward, her horn lighting and gently picking up the filly. She looks apologetically at Tim before placing her in his forelegs. “Sorry, but if I pull her far enough away to where she can’t feel your presence any more, I’m pretty sure she’ll wake up. Let’s let her keep being peaceful at the moment, okay?”

Tim holds the filly close, then glances up at Citrus. “Yeah, that sounds good.”

Citrus lays down next to him, though she’s not snuggling as close as the other two mares. She does sniff the air, however. “Tim. Why do you smell so familiar?”

“How should I know?” He moans. “Did I smell like this before? When the portal turned me into a pony?”

“Not to this degree. You were quite pleasant smelling, but you didn’t have this kind of effect on us.” She surprises him by nuzzling his cheek, following with a lick. She pulls back, smiling and blushing. “Though I could say the difference between how you smelled then and now could easily be chalked up to mare versus stallion smell.”

Tim’s eyebrows draw down as his ears flatten to the sides. “I’ve gotten plenty of smells of you girls, of Silver. I’ve never had anypony that reminded me of my mother.”

She tilts her head. “You don’t smell like our mothers. At least, not exactly. You smell like…” She stops, lowering her head, she gently skuffs at the floor with a forehooft, trying to determine the words. Finally, she brightens, her ears perking as she nods and looks up. “You smell like what we associate with our moms. Comfort, protection, love, happiness, all the positive emotions that us ponies feel with members of our herd that we are closest too.” She smiles. “To make it simple, you smell…safe.”

“Safe? Seriously? What did Twilight do to me? I make everyone think I’m a mothering type?”

She nods. “Yeah. That’s why Flurry likes you, I think.”

“Come on, she liked me as a human. In fact, Duchess Cadance was quite surprised how quickly she took to me, given I’m completely alien to her.

“Well if you were a pony, I’d say it was your special talent.”

Silver chuckles. “Oh, I can see it now, a baby bottle with three stars.”

Tim scrunches up his nose again, releasing an almost a canine growl. “Keep it up and you’ll wish Shining fully took off your jaw.”

Silver notes the two mares snuggled tightly to Tim, both North and Cayenne are breathing deeply and evenly, both have small smiles on their muzzles. Then a the foal in Tim’s forehooves. “Oh, I think I’m getting a cavity.” At Tim’s sour look, he holds out his forehooves in a placating gesture. “It’s all just too sweet.”

Tim shifts his hind legs. “Except for the fact that is feels really uncomfortable back there, Citrus.”

Citrus blinks, looking down before her eyes become very wide. “Well, she did nurse on just one side. The other side is just…full.”

“Full?” Tim’s new feminine voice comes out as a croak. He whisper-shouts at her. “What the fuck do I do about that?”

“Language, Tim. Going to have to watch that around Flurry.” That gets Tim to tighten his hold on the sleeping filly. Citrus tilts her head, thinking. Both her ears flopping off to one side before she perks back up and brightens. “Be right back.” She turns and gallops from the room.

Tim holds Flurry close to him. Then he looks at Silver. “You keep that thing sheathed, for one, I’m not interested in guys that way.” The stallion wilts a little bit. “And another, I’ve got a foal in my arms, and Cayenne and North are lying next to me.”

Silver sniffs the air. “Well, I’m not trying to put on a display for you.”

“Says the stallion with his wings up.”

Silver starts to retort, then he looks back, indeed, his wings are up and vibrating a bit. He looks back at Tim as he fights to fold his wings at his sides, his face bright red. “Sorry, I’m usually affected by the mares of the herd on a regular basis, but I wish I knew what Twilight was thinking when she sneezed that magic at you. Because you are about the prettiest damned pony that has ever been born.” He glances back at the door Cadance had exited. “Hell, you’d give Duchess Cadance a run for her money. It’s not that you’re hot, it’s more like you’re just very pretty and look welcoming.”

Tim finds his face heating. “Oh, come on, Silver. I’m a guy. I’m not a pretty mare.”

“Dude, you sure do look like a pretty mare right now.” He cocks his head to the side a bit. “I’d say your mane is a lot like Cookie Crumbles, but your face, your body right now, straight out of perfection. I’d think Celestia herself would want to ravage that body of yours.”

Tim flinches. “She’s already shown me the goods, right before heat. I really wouldn’t want even Celestia sniffing back there on me.”

Silver looks up. “Saved by the bell.” The stallion murmurs softly as the sound of galloping hooves reaches both their ears.”

“I’m glad Cadance told us about the milk in the fridge. That means she saves her own milk. So, she has some sterile containers for milk.”

Tim groans. “Ummm, so, I’m guessing you want me to…what?”

Citrus advances, two large glass containers in her magic. “We have to…” She gulps. “Milk you, Tim.”

“Oh no, no, nuh uh, fuck off with that shit. No way, no how, no!”

Citrus looks over at Silver, “Either turn around, or leave the room. This is hard enough for Tim already.”

Silver gets a stubborn look on his face. Tim pipes up. “Silver, do as she’s said.”

“You aren’t a stallion right now, I don’t have to listen to you. Chief stallion of Herd Blush pro tempore! First order of business, ,making a night and a day of it with Citrus!” The mare blushes.

Tim growls, “So help me, Silver. If you don’t do as we ask right the fuck now, when I’m back to myself, I’m going to whip your ass from the Crystal Empire back to Ponyville and then up the fucking mountain into Canterlot.”

Silver takes a step back, his ears flattening to the sides. “Tim, old buddy. Come on…”

“Don’t give me that old buddy shit. You want to enjoy the view, and normally, I agree with enjoying that view. But that’s my plot we are talking about, and I don’t want you having any ideas about it. So, do as Citrus asks, or you will pay the price when I’m back to normal.” Tim stops ranting for a moment, comforting Flurry a little. Then he looks up at Silver. “I know what I’ll do. I’ll ask Twilight to do a gender change on you. Then the herd and I will have fun going at you, like you are wanting to go on me right now.”

“You wouldn’t.” Silver snaps. “Twilight can’t.”

Citrus glances over. “She turned Tim into this by accident. Can you imagine what she can do when she’s serious about something?” She looks at Tim, and impish smile appearing on her face. “I might as her to turn me stallion. Then I’d want first crack at you.” She glances over at Tim. "After Tim of course."

Silver blanches and takes a step back. He lowers his head, his wings low and back. “Sorry Citrus,” Silver murmurs softly before looking at Tim. “Sorry Tim.” He turns around and sits down, his back to them.

Citrus nods her head firmly. “Okay, Tim. I guarantee this is going to feel quite different.”

“Right now?”

She nods. “Right now, Tim. The pressure will keep building, and it will definitely be unhealthy for you. There is a reason two foals at a time is actually the norm for ponies. Keeps both teats drained. But about half the time, it’s just a single foal. So the mom has to be.” She looks at the other two mares lying curled up. “Milked.” She leans closer, pitching her voice to only be heard by him. “Do you want me to move North and Cayenne?”

He shakes his head. “They are comfortable, what do I need to do, spread my legs?”

She nods. “Not too much.”

“What are you going to…” The chime of her magic interrupts him. “Oh, magic, that’s good.”

She giggles as she works. “This is still quite intimate, Tim. Just hush and let me work.”

Tim keeps looking at Citrus’ face as she sticks the tip of her tongue out the side of her mouth as she concentrates. He tries to ignore what he’s feeling, but before too long, he’s fascinated by the waves of magic pressing against the teat. Though he has a really hard time correlating that feeling with what he’s seeing. It’s not erotic, though she has used similar magic on him in a sexual situation. But it does feel really good, and as she fills up the first container. She deftly moves the second into place. It feels really good, really intimate, but in no way sexual, contrary to its location and the purrs and moans of relief Tim makes.

A loud pop of teleportation announces the return of the Duchess. Citrus ignores her arrival as she focuses on Tim. Though Cadance comes into view. “What in Celestia’s name is going on here?”

Tim looks over at the alicorn of love. “Well, it’s actually a funny story.”

Cadance raises one eyebrow, looking severely at him. He gulps under the scrutiny. “Well, I was holding Flurry, and she was squirming. Then she teleported to the floor. I was talking to Citrus, then she somehow made it between my legs and started nursing on me.” He looks down at Citrus, the second vial is nearly three quarters full. “And well, everypony made me stay quiet and let her finish.”

Cadance covers her face with a hoof before taking a deep breath. “I just got back from talking with Twilight. She’s still sneezing pretty bad, eyes watering, runny nose. We had to have a suppressor put on her horn. If you see a gazebo with spider-legs running around, would you let the guards know." Citrus can't help but giggle but quickly hides the expression behind an innocent smile. "Though with her strength, I have no idea how long it’ll be before she breaks it." Cadence went on with a sigh, "I was able to figure out a bit of what she was thinking when she had the outburst that changed you. Possibly. Don’t quote this in any lawsuits. Prior to that we had been talking about foal sitting. She had wanted to spend time with Flurry, but was going Twilinannas because she had so much to do and couldn't fit it into her schedule. I told her not to worry about it, and I should find a nanny to help around the castle, this started her Twilighting hard. That must have been on her mind when it happened. Sorry…” I’d offer you a remedy of some kind, but ever since the duel and my stripping, funds and means have been… limited…”

He shifts as Citrus pulls away. Two full containers held in her magic as she caps them. Cadance leans down and nuzzles Tim. “I’m sorry. I haven’t had any problem keeping Flurry fed so far. But sometimes, when Shining and I are away for a few days, I worry that she might not have enough. So, a mare with a filly of her own would be our desired choice, because the mare with just a single filly would have enough for Flurry as well.”

Tim looks down between his legs. Then back up at her. “How often am I going to have to do this?”

Cadance blushes, looking over at Citrus, who shrugs. “I’m not certain, I have to every three or four hours.” She lights her horn and Flurry floats gently from Tim’s hooves and up to her. The foal squirms in her magic, starting to whine. Cadance brings up the filly’s stuffed snail, and she bats it away, then she reaches out towards Tim. “Flurry, let Tim alone. We can go up to the nursery and play.”

In response the filly lets out a piercing shriek. Then she teleports and lands in Tim’s arms. She folds her forehooves over his foreleg, looking at her mother defiantly. Cadance clicks her tongue in annoyance. “Now, Flurry, it’s time to go. Let’s give the herd some peace.” She lights her horn, her aura covering the foal, who’s own horn lights, with a flash and a loud bang, Cadance’s aura is broken. She looks on in shock as Flurry snuggles into Tim’s chest, snuffling as she buries her face in the fur, whimpering.

Tim stands up, holding onto the filly with a foreleg and walks over to Cadance. “Flurry Heart, go to your mother.” He says sternly. The foal’s only response is to look up at him, tears leaking slowly from both eyes. Her lower lip quivering and sniffling.

“Wow, she’s got a good begging face.” Silver says.

Tim looks from Citrus over to Cadance. “What the fuck do I do now?”

“Language!” Citrus and Cadance say in unison.

Next Chapter: Chapter 41. Estimated time remaining: 4 Hours, 12 Minutes