Author's Notes:

Okay! Now you might see that 'Sex' has been included in the categories for this story, and a 'mature' rating's been applied. While there are no actual sex scenes in this chapter, there is interaction of a sexual nature and implied sexual encounters. Hence the ratings, since they don't have a 'nudity' category.

don't say i never warned you.

Curtis shook his head and saw Jessie sitting there before him. "You remembered, didn't you?" She asked.

"Yeah..." Curtis answered in a soft, stunned voice.

"I told you it would come back to you." She said.

Curtis thought about what he had seen. "So... if I'm Thunderlane, then is Rusty Rumble?" He asked.

"Your brother?" Jessie asked.

Curtis-Thunderlane nodded. "Yeah. My main little dude." He said, then blinked as he saw himself as Thunderlane calling Rumble 'Little Dude'.

"I'd say it's pretty likely." Jessie agreed.

Then Curtis remembered something else. "Oh shit." He said. "Rumble's only a ten-year-old colt..."

Jessie giggled. "Looks like Rusty's going to experience some de-aging pains before things are done."

Curtis laughed at that. "Celestia, that is going to be so..." Then he realised what he'd said. "Did I just say...?"

"Celestia instead of God, yes." Jessie replied. "Don't worry, that's just some of our ponyisms coming out." She reassured him. "Like, you'll probably find the girls calling you and Rusty by your pony names before too long, as slips of the tongue... and we might find out who they are by us doing the same thing."

Curtis nodded, thinking. "Y'know... this is crazy, but being able to fly..." He sighed. "That's always been a dream of mine. I've just never been able to afford it." He told Jessie.

Jessie nodded. "I know what you mean." She said with a grin. "Unicorns might have their magic, but it doesn't truly compare to the thrill of feeling the wind under your wings, the sky all around you..." She sighed happily herself. "I can't wait to feel it again."

"And as a... what did you call yourself again? An Alicorn?" Jessie nodded at Curtis. "That means you have the abilities of all three tribes, right?" He asked.

Jessie grinned. "I never told you there were three tribes of ponies, Thunderlane." She said.

"Huh?" Curtis looked confused. "More pony knowledge?"

Jessie nodded. "But you're right. I do have the abilities of the ground or Earth Ponies, the Pegasi and the Unicorns. There's only five alicorns that are known to exist: Celestia, Luna, Cadance, Twilight and myself."

To Curtis' surprise, he saw five alicorns' images in his mind as Jessie read out the names. His mind attached the names to the faces and bodies almost instantly, as his police training kicked in.

Then Jessie said "Damn!"

"What is it?" Curtis asked.

"The Americans are going apeshit again." Jessie replied. "Apparently they think there was a missile of some sort that was launched in Canada and flew over the border near Seattle. There wasn't a detonation or anything, but the incident has them so jumpy, it's not funny."

Curtis shook his head. "Bloody Yanks think everyone's out to blow them up." He commented.

"Them more than anyone, I have to agree with them." She replied. "Only the Russians are in a worse state at the moment, considering the waves of assassinations after they bombed Syria almost back to the Stone Age."

"Not that Syria had far to go, after what ISIS did to them." Curtis added.

"Mmm..." Jessie agreed. "I wonder..." She said.

"Wonder what?" Curtis asked.

"If that might not have been a pegasus." Jessie suggested.

"A pegasus, flying that fast?" He asked, amazed.

Jessie nodded. "There's a few of them that can break the sound barrier, myself included." She revealed to Curtis. "I know you were trying to get Rainbow Dash or Soarin Skies to train you in their techniques, after you nearly took out the Apples' new shed while trying yourself." She reminded him.

Curtis' mind went blank again, as memories of him facing off with Big Mac and Applejack were revealed to him, and him doing heavy work with his wings tied up. The quick flashes, though, didn't go on for more than a few seconds, and he shook his head and looked at Jessie. "Did I really do that?" He asked.

"Yep, but you made recompense by helping the Apples out until their shed was rebuilt, and they'd made enough to cover their expenses for the winter, so they forgave you in the end." Jessie told him. "And it was your time working with Soarin there that got you your chance to try out for the Wonderbolts."

Curtis smiled as a flash of him in Wonderbolt recruit colors went through his mind. "So... I'm a blackish-gray all over, save for my mane and tail?" He asked.

"Yeppers, as Pinkie would say." Jessie grinned as she confirmed Thunderlane's look.

Curtis nodded. "Definitely cool." He said back to a giggling Jessie.

Curtis then saw in a box on the table beside Jessie's computer were several complicated units of radio gear and wrist-mounted units as well. He got up and looked at them. "What are these for?" He asked.

"Well... We're going to be flying in busy skies." Jessie reminded Curtis. "Aircraft have beacons and radios for identification, and GPS systems and compasses for navigation. So I'm thinking we'll need something similar." She explained to Curtis. "Someday, if we stay here, I'm betting all pegasi will be required to carry transponder beacons and radios, just like aircraft."

"Makes sense." Curtis agreed. "So, how are we going to carry them?" He asked.

"I've got a way to carry my own. But for ordinary pegasi, we're going to need some gear, like helmets and maybe backpacks. We might even have to carry lights and strobes, too." Jessie pointed out

"Hmmm... this is going to make flying just that little more complicated." Curtis said with a sad voice.

"Yes, but it'll make it safer, too." Jessie replied. "After all, pegasi know instinctively if somepony is coming into their airspace, but does that work for aircraft?" She asked. "And aircraft need to be able to detect pegasi, too, when all is said and done."

"Fair enough, Stellar." Curtis said. "If it keeps us safe... what did I just call you?" Curtis asked.

"My real name." Jessie-Stellar answered.

"Your real name is Stellar?" Curtis asked.

"My full name is Stellar Light Sparkle, just as Twilight's full name is Twilight Eve Sparkle." Jessie informed Curtis. "Most ponies go by one name, like you. Some have two, like Rainbow Dash. Some have Family names, especially big families, like the Apples, or noble houses, like the Sparkles." Jessie explained. "Most males don't use Family names, like our father was named Night Light, and our grandfather was Canopus Star. Mother's name was Velvet Twilight Sparkle, and Grandmother's name was Borealia Light Sparkle. A lot of family names pass down through the mares, not the stallions."

"Right... I can get that." Curtis said with a smile.

Jessie grinned back. "Anyway... I'm not getting any real hits on the cutie-marks the girls are displaying yet." She sighed. "Does Rusty have a cutie-mark?"

"Yeah. it's a black cloud with small lightning bolts running through it." Curtis said.

Jessie nodded. "He's probably only just gotten it." Jessie said. "Most of the pictures I have of Rumble doesn't show him with a cutie-mark, but he's the same age as the Cutie-Mark Crusaders, so it's possible the series didn't show him as having one yet."

Curtis nodded, then yawned. "I'm gonna go catch some down-time before the sun gets up." Curtis said. "You gonna be okay?" He asked, then he face-palmed. "Why did I ask that? You can handle yourself better than I can."

Jessie giggled. "Hey, I don't mind. It shows you care." She said. Jessie got to her feet and gave Curtis a hug. "Don't be distant, Partner. We're going to need each other in the days to come. There's forces out there who are going to want to try and mess up our lives in ways we can only speculate, let alone the ones we can list already. And I have an idea that Discord has a presence here, even if it's only an ephemeral one. We're going to have to be on our toes."

Curtis nodded. "Okay, partner. I'll watch your back and you can watch mine, like Old-Home Week."

"Always." Jessie said with a grin, then kissed Curtis on the cheek. "G'night." She told Curtis.

"G'night, Stel... Jessie." Curtis replied, then headed out.

Jessie just shook her head with a grin, then went back to the computer.

Sharrah yawned wide as she slowly woke up. Grumbling about 'stupid ponies' and other things, she staggered for the bathroom after hoiking herself out of bed. Stumbling in, she yawned again and looked at her reflection. "Oh great." She said to herself. Her human ears were gone and pony ears, like Jessie's, had taken their place. The light purple fur covering them gave a pretty good indication what color her fur would finally be, too. Then she noticed her blue eyes were now a blood-orange color. Her ears drooped as she frowned, then they pricked up again as she saw them droop. "Okay... these things are... expressive." She said. Her hair was its usual spiky mess, its color fully-changed now, but Sharrah found herself liking it.

Then she stumbled slightly sideways on the tiled floor. "What the...?" She asked herself as she looked down. "Why am I standing on my toes?" She asked, then tried to force her feet back down onto her heels. But it hurt her to do so, and her feet sprang back up almost the instant she relaxed her control on them. And, to top it all off, as she leaned over to inspect them, something hit her in the face. She grabbed it, and saw it was hair. "When the hell did my hair get this... long...?" Sharrah slid her hand up it, and found it terminated at her backside.

Sarah was awakened by a scream, and promptly fell out of bed in a flurry of sheets and blankets. "WHAT THE BLOODY...?" She yelled out as she struggled to get out of the tangle. Then she felt hands helping her out of the mess. "Thanks, Sis." Sarah said as she shook herself all over, her sky-green hair flopping down over her face.

There was a giggle, but the voice Sarah heard wasn't her sister's. "You're welcome, Sarah, but I'm not Sharrah."

Sarah pushed her hair aside as she sat up on her haunches, to see a nearly-nude Jessie crouched before her. "How are you feeling?" Jessie asked Sarah.

"Uh... I'm good, I guess." Sarah replied. She was used to nudity, Sharrah and her having shared an apartment ever since they'd left High School and they enjoyed being clothing-free like she was now. But Jessie's extremely-developed body wasn't something she was used to seeing, and it aroused feelings in her that made her blush. Both the girls were bisexual and Sarah would never admit it, but she had a breast-fetish to make teenage boys envious.

Jessie nodded and helped Sarah to her toes. Sarah found her balance was off. "Think of walking in high-heels." Jessie suggested.

Sarah managed to stabilise herself, her ears flicking about as she looked Jessie over. "You're up on your toes, too." She remarked.

Jessie nodded. "Yep." She agreed. "We'll be getting our hoofs sometime soon, I'm betting." She told Sarah. "We've already gotten our tails."

"Tail?" Sarah asked, her eyes opening wide, then she felt behind her, and there was definitely something sticking out above her bum. She craned around and saw a mass of long, straight hair coming out just above her bum-crack, that came down past her knees. It was the same color as her hair, she noted, as she felt it swish around. 'Hey... wow..." Sarah said, to Jessie giggling. "You were right. We are becoming Ponies."

Jessie nodded. "Yep. You feeling okay?"

Sarah thought on this. "I guess." She said. "It's... so wierd, but it almost seems familiar."

Jessie nodded. "That's your mind remembering the pony you were before." She said.

Sarah nodded. She then looked at Jessie's tail. "Hey. Our tails really do match our manes, don't they? Your's even has the color streaks from your hair."

"Yeah, I know." Jessie said, as she looked Sarah over. "Your eye-color's pretty. Kind-of a dark orange."

"Oh really?" Sarah asked. She immediately minced over towards the bathroom, but ran into Sharrah coming out.

"I have a tai-hai-hai-hail!" Sharrah declared in a sobbing voice, as she sat in a heap with Sarah.

"Join the club, Sis." Sarah grumbled as she moved to extricate herself from Sharrah.

"You too, Flitter?" Sharrah asked, eyes wide as she sniffled.

"Yeah, I'm joining the Pony Club after all, it seems." Sarah replied with quiet resignation. "What did you call me?" She asked Sharrah.

Sharrah thought on it for a second. "What did I call you?"

"Yes! Oh yes!" Then Jessie said, and raced out to her system, grabbing a long-tee from her room on the way. Sliding it on, she sat down and started going through images again.

"What's she on about now?" Sharrah asked Sarah.

"I think what you called me triggered something." Sarah replied as she got to her toes again. She helped Sharrah to her toes as well, and they both minced out towards Jessie's room, and looked over her shoulder at her computer screen. Jessie was looking through lots of images of ponies from MLP:FiM, most of them fanart-type ones that were really good. "So, you have pictures of us already?" Sarah asked.

"I've got ones of Curtis and Rusty in their pony-forms, but your images have been elusive. But now I know who Sarah's going to be, and with that, I can guess at you, Sharrah." Jessie explained to them as they looked at the screen. She brought up a beautiful picture of Thunderlane and Rumble together, and the twins 'Awwww'd' together.

"So, the black one is Curtis?" Sarah asked.

"Yep. His pony name is Thunderlane." Jessie said. "And Rusty's name is Rumble."

"But..." Sharrah then said "The little guy's only a kid!"

"Yep." Jessie grinned. "Rumble was only ten when he got sent here with his brother."

"Hah!" Sarah giggled. "He's going to be ungrowing-down a good deal before he's finished."

Sharrah and Jessie giggled too. "I said much the same thing to Curtis as well." She told the twins.

"So... you said you're a twin as well?" Sarah asked.

"Yeah, but unlike you two, who got sent here together, Discord sent Twilight here five days before me, so we got separated." Jessie explained. "You two were lucky you got sent together."

Sarah and Sharrah nodded in agreement.

"Now, Sharrah, you called Sarah 'Flitter'." Jessie reminded them. "There is a pair of pegasi mares who are twins called Flitter and CloudChaser. This is what they look like." And Jessie brought an image up of the two mares.

"Hey! Her hair looks like mine!" Sharrah said, pointing to CloudChaser.

"Yep. And she has your cutie-mark too, Sis." Sarah said, pointing it out.

Jessie nodded. "And Flitter has your insect cutie-mark, Sarah."

"So... this is what we're going to look like, Stellar?" Sharrah asked.

"It is most likely." Jessie replied, smiling at them.

"Uh... did I just call you Stellar, Jessie?" Sharrah asked.

Jessie nodded. "Yep. And that's perfectly fine, because my pony name IS Stellar." She reassured them. "So don't worry about it, Chaser." Jessie grinned. "Once we fully change, you'll be calling me by my pony name a lot more than my human one, because it'll feel the right thing to do."

"Oh. Okay." Sharrah and Sarah replied.

Jessie relaxed a little more. "This is what I'll look like, along with my sister Twilight." She showed them an image of the alicorn twins, Twilight in her regalia and Stellar in her short flight armor, the one that left her rear body exposed, showing her cutie-mark.

"Wow! You've got a horn as well as wings!" Sharrah commented.

"That's right. I'm an alicorn, not just a pegasus or a unicorn." Jessie explained.

"So, when's your horn gonna come out?" Sarah asked.

"Probably about Ten AM, I'm guessing. And my wings will start to grow out about midday, when your's start." Jessie replied. "They would have started growing out earlier than yours would have, but with the extra stage of a horn first, it'll shove my wing development back a little."

"How come?" Sharrah asked.

"Because there's only so much that can change at once." Jessie told them. "If we're asleep, it can happen faster, otherwise the strain on our brains would probably render us crazy from the stress of too much changing at once."

"Okay, that makes sense." Sarah agreed.

"Get something on, girls, the guys are coming." Jessie then said.

"Huh." Sharrah said. "Considering the reputation of the beach down below us, we shouldn't have to wear anything." She said with a grumpy face.

"That's on the beach, not up here." Jessie reminded them. "Now, go put something on, and be mindful that you're still changing." She cautioned them.

"Come on, Sis." Sarah said, and dragged Sharrah off to their bedroom.

Jessie chuckled as she watched the pair walk away. They would get used to not wearing anything very easily. She got up and opened the door for Curtis and Rusty to enter. "Morning, you two." Jessie said, and she was sure Rusty was shorter than he had been before, and not so wide, either.

"Good morning, Partner." Curtis said, then he frowned as he looked at Jessie. "Why is there a reddish lump on your forehead?" He asked.

"There is?" Jessie asked. "Excuse me." She asked, then headed for the bathroom after checking the time. "Huh... Nine-thirty. I guess I was a little out in my estimation of timing." She told herself as she checked out the lump. As she gently rubbed it, to her surprise the skin split all around and retracted, revealing a hard purple spike, almost like a new-born foal's horn, emerging from inside it. Jessie had winced when the skin had split, but now she grinned and sighed happily. She closed her eyes and she could almost feel the network of mana pathways developing inside her. Her 'Itineris System', the network of mana pathways that every pony had in their bodies, was developing quickly, quicker than she'd expected. "Maybe that's why my horn's coming out early." Jessie said to herself.

Jessie came out of the bathroom, to see Curtis and Rusty sitting in the lounge, as Sarah and Sharrah were in the kitchen. "Can we still drink coffee?" Sarah asked.

"As far as I am aware, yes." Jessie replied.

"Ooooh, yes!" Sarah said, as Sharrah giggled. Rusty was looking sleepy still as Jessie sat down in one of the lounge chairs. He looked at her and frowned, then said "Horn?"

Jessie nodded. "Horn." She confirmed.

"Cool." Rusty replied. "I hear I'm going to be... a little age-deficient when I become myself."

Jessie just smiled. "Think of it this way: You'll probably grow into your new self a lot faster than any of us... maybe even faster than me." She told Rusty.

Rusty grinned. "A second childhood... wait. That means I'll be going through puberty again!"

Jessie giggled. "Think of it this way; you'll still be a stallion when you grow up."

"True, there is that." Rusty agreed.

Curtis smiled as he heard Rusty talking with Stel... Jessie. He seemed to be taking the news that he was going to become ten again rather well. In the bathroom, Curtis slid down his pants and looked at what had happened to him overnight. 'It' had changed. 'It' had turned black, as well as the accompanying equipment, and he had gotten bigger... and thicker... and he swore it was changing shape at the end, flattening out and looking very different. "At least it's not vanishing." He said to himself, as he lined up on the bowl. "I would have to pity any bloke out there who loses his sausage and meatballs, and winds up as a mare... or a filly." Curtis shook his head as he heard a waterfall, and he moaned with relief. He hadn't been able to go all night, and now he realised why.

"I wonder what their bathroom arrangements are like on Equestria?" Curtis asked himself softly. "I bet they have those japanese-style 'squattie' toilets, and showers more than baths." He chuckled. "Now that I think about it, it doesn't sound so bad..." He undressed and started up the shower once he was done. The shower in the bungalow was rather small, and he liked to have space to stretch when showering. The one in here could take three people at once, and had double showerheads as well as a hand-held spray.

Jessie took a look at Rusty's cutie-mark, and his tail, which wasn't as long as even Curtis' tail was. 'Yep. I'd lay bets you're going to be Rumble." Jessie told Rusty.

"So... Light grey with a tinge of blue for fur; Black mane and tail with dark-grey highlighting, and these purple eyes?" Rusty asked.

"They're actually mauve." Jessie corrected him. "But yeah. Those are the basics."

Rusty nodded. "And Rumble's a pegasus, right?"

"Yep." Jessie grinned. "You'll be flying up there with the rest of us, really soon." She told Rusty. "Some pegasi can fly almost from the day they're born. It's instinctive. Of course, there's lessons in flight ettiquette and procedures and techniques, but if you're going to be the way you are now, then you'll pick them up in no time." Jessie said.

"Flight. Totally cool." Rusty said, as Jessie noticed him visibly shrink a little and his voice got higher in register. Then Jessie saw his feet were congealing together slowly, the entire shape changing... and saw it was happening to herself as well. "Guys! Change notice!" Jessie yelled out.

"Huh?" The Twins looked out of the kitchen, as Curtis looked out of the bathroom, towel wrapped around him.

"We have signs of the next big change." Jessie told them all. "Both Rusty and myself are showing signs our feet are turning to hoofs, so be aware, it's probably going to start happening to you as well. So maybe it's a good time to stay off them for a while."

"Just let me get dry." Curtis said, as he headed back into the bathroom.

"Uhh... yeah, okay." Sarah said as she moved around past Sharrah and headed back into the kitchen.

"So, you got your horn now?" Sharrah asked Jessie.

"I can't imagine it's anything else right now." Jessie said, grinning at Sharrah. "But let me look..." And Jessie got down and checked Sharrah's feet. "Yep, your toes are starting to merge together too." Jessie told Sharrah.

"Oh." Sharrah replied. "This is... getting scarey." She said, her eyes looking a little glazed.

Jessie led Sharrah over to a couch and sat her down. "Yeah, I know it is, Sharrah." She said. "I mean, I know what's going to happen... I know what we're going to become, and even looking forward to it like I am, it's still scarey." Jessie sighed as Rusty looked on. "This... I think it's not just the scale of the changes that's the worst part. The worst part is that it's inevitable. We're not changing into ponies, we're becoming the ponies we were long before we became humans. Our human minds are still trying to tell us we are human, as if that's the highest standard we know and we're becoming less than that. But ponies are as advanced in the sentience game as humans are, we just do things differently... mostly. It's not a downgrade... it's a change, and while we're going to lose some things we have taken for granted for twenty-five years, like hands, I know how ponies get around such things... or at least I will." Jessie smiled at Sharrah.

"Yeah, I mean, it could be worse." Rusty then said, as a clump of his thick beard came out in his hand. "Looks like I'm not going to ever have to worry about shaving ever again. That suits me just fine." He grinned.

Sharrah giggled. "Yeah, I think you're right when you say it's the hardest thing to grasp. The thought we are Ponies, who got changed into Humans for twenty-five years, and now we're changing back again; rather than being humans changing into ponies..." She shook her head. "It's so confusing."

"I have to agree, Sis." Sarah came out with some breakfast for the five: Pancakes, a plate of bacon and eggs and toast. "Eat up, people. This might be the last meat meal we ever have, as well as the last we have as humans."

Curtis hadn't bothered putting a shirt on and was looking really buff when he emerged from the bathroom. All the girls almost purred at him, but the Twins looked embarrassed as Jessie grinned. Curtis sat next to Jessie and Rusty sat between the Twins. Rusty was the size of a fifteen-year-old kid by now, but he'd also lost a bit of weight, too.

"Mmm... great pancakes, Sarah." Curtis commented.

"Thanks." Sarah replied. "I've always been able to make great pancakes."

"And fish, Sis. Don't forget your fish." Sharrah added.

Jessie chuckled. "Fish is part of the staple diet of Pegasi, by the way. So we'll probably be eating it a lot more often, instead of other meat." She informed them.

"We eat fish?" Curtis asked.

"Yeah! Way to go, pegasi!" Rusty almost yelled out.

"Somepony loves fish." Sharrah said, then realised "Another ponyism?"

Jessie nodded as Sarah and Rusty giggled. "Don't worry. It'll become more and more common in our speech as our minds adapt to things." She explained.

"My back is itching." Sharrah said.

Jessie had a look. "Yep. Your wings are just starting to appear." She told Sharrah.

"Your horn's almost six inches long, Jessie." Sarah commented.

Jessie nodded. "It'll grow quite long." She said. She had a look at Sarah's back. "Yep. And your wings are coming through, too."

"Cool." Sarah said, then as she started back to the kitchen, her feet made a 'clip-clop' sound. They all looked at her feet, and noticed her hoofs were complete, a little tuft of light-purple fur growing around them.

They all checked out their own feet and Curtis said "Looks like it's unanimous. We're all hoofing it from now on."

That got a long series of groans from everyone. "Bad pun, Big Bro." Rusty said.

After breakfast, the five friends got used to walking on their new hoofs, even going outside and walking on the soft earth. Curtis noticed Stellar had changed to a backless one-piece swimsuit under a pair of shorts, as the day was bright and very sunny. Her tail was sitting over the short-short's waistband and the bottom of the swimsuit. "Making ready for your wings' appearance?" He asked.

Jessie nodded. "Don't want to wreck any of my clothes just yet." She said. "I see you've adapted." She stroked his tail, which was sticking out of a hole cut in the back of his old denim shorts.

Curtis almost purred at the gentle caress. "Damn, but that tail is sensitive." He stated.

"It is connected directly to our spines, after all." Jessie reminded Curtis. "Have you had any more flashbacks yet?" She asked.

Curtis nodded. "Yeah, actually. Standing with a group of other stallions in a shared shower, in a locker room. I was washing down another dude's back, while he did mine, with long-handled brushes."

Jessie nodded. "I imagine there's a lot less tension over nudity, considering Ponies only wear clothes for special occasions, for practical reasons, or for uniforms." She told him.

Curtis nodded. "I can imagine it's quite hard to wash your own back without help, or long-handled brushes."

"Yeah. I have memories of Twilight and I sharing a shower now and then... and Luna and myself doing the same."

"Luna?" Curtis asked. "She's... what, one of the two leaders of Equestria? And you were sharing a shower with her?" He asked, amazed.

Jessie-Stellar shrugged. "I am an alicorn, and I have a feeling we were closer to each other than I was to Celestia. Twilight was Celestia's student, so maybe I was taught by Luna." She suggested.

Curtis-Thunderlane thought that through. "I guess it's a possibility." He conceeded. "I think I finally have my balance now." He told Jessie, as she was checking over his back. "What?" He asked.

Jessie-Stellar grinned. "Three, Two, One..." And Curtis-Thunderlane felt something make his back itch mightily.

"Oww..." He said, and tried to scratch.

"Let me." Jessie-Stellar said, and her fingers gently stroked around the itches.

"Don't tell me: My wings just started coming through." Curtis-Thunderlane asked.

Jessie-Stellar didn't say a thing.

"Well?" Curtis-Thunderlane asked.

Jessie-Stellar giggled. "You told me not to tell you." She replied.

"Grr... you!" And Curtis grabbed Jessie, tickling her. She laughed as she fought off the urge to flip him over. Then he held her against him. "You... I don't know why I'm not flipping out over these changes... but I think I am so glad you're here, right now." And he kissed her softly, as she slid her arms up over his shoulders.

Jessie enjoyed the kiss greatly, even as her back split open and parts of her wings started to emerge. The slight pain it caused was nothing to the enjoyment of this kiss. By the time they'd stopped, all of Jessie's wing-limbs had emerged from inside her, but no feathers were yet evident. A small amount of blood trickled slowly down from the skin as the back-skin sealed up again.

Curtis' eyes widened as he saw two unfletched limbs move up from behind Jessie-Stellar into his view. "Holy..." He said softly.

"Huh?" Jessie asked. "Oh, my wings." She realised.

"Yeah... you got chicken-wings." Curtis said, grinning.

"Hey!" Jessie pushed him away, then thumped his chest gently, making Curtis chuckle.

Curtis moved behind Jessie and looked at the limb-structure. "Yeah... actually, more like the wings of an eagle or similar big raptor-bird." He told Jessie. "No feathers yet." He added.

'They'll come, I imagine." Jessie replied. She kept the limbs furled behind her as Curtis wiped the blood from Jessie's back with a handkerchief he pulled from his pocket.

"Mine aren't coming in like that, are they?" He asked.

"No... I don't know why mine just shot out like that, but they have." Jessie said. "Maybe I'm playing catch-up." Then her eyes lit up and Stellar dropped to her knees, moaning, as she felt a massive surge of power run through her Itineris system.

Curtis moved back as Jessie was lifted to her hoofs and above, the magic flowing from her horn surrounding her and filling her as her system powered up inside her, completing its development. She glowed partially magenta, partially white, as the magic swirled about her and held her in the air. The others had come out and were also amazed as Jessie slowly rotated in the air, her cutie-mark also lit up brilliantly. Then she slowly lowered to her hoofs, then down to her knees again, as the magic faded again.

Curtis was down beside Jessie, keeping her from falling face-first into the sandy dirt. "Stellar! You okay?" Rumble asked, as he dropped down on his knees before Jessie and helped hold her up.

"I think she will be, Little Bro." Curtis answered. "She's just had a massive surge of magic flow through her. I guess that would knock anyone out."

"Um... Shall we get her inside?" Sarah asked.

"Good idea." Curtis agreed. He carefully lifted her into his arms and walked inside with her, placing her side-down on her bed.

The Twins watched, looking frantic. "What are we gonna do now, with Stellar... I mean, with Jessie out cold?" Sharrah asked.

Curtis chuckled as they returned to the lounge room. "I think we'll be okay, Sharrah. She's probably sleeping it off for a little while. She's still breathing, so she's okay to that point."

"Thank Celestia." Sarah said, then face-palmed. "Bloody ponyisms!"

That got the other three laughing. "We'll be okay!" Rusty said, grinning brightly.

"That we will, Little Dude." Curtis agreed.

"So, what can we do in the meantime?" Sarah asked.

"Take a suggestion from Jessie, of course." Curtis said, as he powered up the big television and switched on the entertainment system. "Watch some My Little Pony." He got out the box set Jessie had brought with her.

"Yeah, okay." Sharrah replied, and they all sat down with one another.

After two hours, Sharrah glanced at Sarah, catching her eye, and gestured surrepticiously to their room. Sarah gave a slight nod, then got up and headed into the room. Sharrah followed a minute later. “You wanted something?” Sarah asked when the door was shut.

“I’m feeling really wierd.” Sharrah said to her sister. “Like things are changing inside me, and it doesn’t feel good.”

Sarah nodded. “Yeah, I know. I’m feeling it too.” She said. “Is it hurting?”

Sharrah shrugged. “Not really hurting, it just feels wierd.” She slid her hands up under her top, and her eyes widened. “Sis... I’m shrinking.”

“What’s shrinking?” Sarah asked.

“My tits, that’s what!” Sharrah looked down her top’s front and visually confirmed it. “”Oh shit. I’ve lost three whole cup sizes!”

Sarah checked her own pair out, and nodded. “Yeah... I’ve shrunk, too.”

Sharrah let out a whimper. “I thought we were gonna stay girls... y’know, as mares!”

Sarah slid her hand down her shorts front and felt about for a moment. “I can’t feel anything happening down here. It’s not like I’m growing a cock from my pussy or anything.” She said, then confirmed it by sliding out of her shorts, being careful of her tail.

Sharrah looked at her sister, crouching before her and checking her out visually. “Yeah... nothing appears to be...” Then she gently stroked a bulge that was coming up. “Sis... you got two bulges here.” She gently poked them, making Sarah squeak.

“Well, don’t poke them! They’re tender.” Sarah told her sister.

Sharrah got out of her clothes, noticing her breasts had almost vanished. Sarah looked her sister over. “Yep. You have the bulges, too.” She confirmed, and genly stroked them. Sharrah moaned softly as Sarah did that. “Sensitive?” Sarah asked.

“Oh yeah, like my...” Then Sharrah’s eyes snapped open. “Like my tits were.” She looked down and watched as her nipples vanished, leaving her chest a blank slate.

Sarah then saw Sharrah’s ‘bulges’ grew nipples. “Holy freakin’ shit!” She exclaimed softly. “You’ve got... I assume they’re breasts of some description down here on your mons.” Sarah looked up at Sharrah.

“Let me look at you.” Sharrah said, and after Sarah had sat down, Sharrah crouched down and looked at her sister. “Yeah... the same thing’s happened to you.”

They both stood up together and looked at one another. “I guess... I guess this is one more step in... what did Stellar call it?”

“Ponyfication.” Sharrah replied, tears in her eyes.

“Easy, Sis.” Sarah hugged Sharrah, who started bawling her eyes out as they hugged. The pair held each other for a while, then sat on one bed together.

“This is so freaking freaky, Sarah!” Sharrah told her sibling. “I got no idea what to do anymore! I mean, working at Aldi wasn’t the best job, but now what are we gonna do? We can’t go back home looking like this!”

Sarah looked at Sharrah again. The soft fur on her legs was now up over her hips and slowly climbing. Her wings looked close to fully-grown out, and the big primaries rested on the bed behind her. She could feel her wings were the same way now, as well. Sarah would swear she could see the same light purple fur creeping very slowly out over Sharrah’s head from her ears as well, down towards the back of her head. She imagined the same thing was happening to her as well.

“Yeah... we can’t hide everything under clothing any longer.” Sarah said. “Our heads are gonna start changing next, and we’re going to be standing on all fours soon.”

Sharrah sniffled. “Well... we won’t need much in the way of clothes any more.” Sharrah giggled. “Just like we always wanted to live.”

Sarah grinned back. “Yeah. Nudists forever!” She replied, and they both laughed. “As for a job, I think we might have something to work on there with Stellar. She seems to know just about everything else. And she did have every pantry and cupboard stocked up here when we arrived, far more so than if she’d expected to be alone, y’know.”

“Yeah, almost as if she was expecting company.” Sharrah agreed. “You don’t think... she saw us coming here, do you?” She asked

“Wouldn’t surprise me.” Sarah replied. “Where did we put those swimsuits?”

“Uh, I think they’re in the waterproof green bag.” Sharrah said.

Sarah dived into the bag and rummaged around. Eventually she pulled out a pair of lower halfs of a boyleg-style tankini and handed one to Sharrah. “We don’t need to cover up top any more, so these should do fine.” She said with a smile.

“Meh, okay.” Sharrah said and slid into them.

Curtis noticed the Twins were gone, as Rusty had a hand down his pants, fiddling with himself. “Got an itch, Bro?” Curtis asked Rusty.

“Not sure.” Rusty replied in the voice of a young teenage boy. “My junk’s feeling wierd.”

“Oh? Getting small again?” Curtis asked.

“Nope. If anything, it feels bigger.” Rusty replied. “I can’t get it to sit right.”

Curtis nodded. “Yeah, I know the feeling.” He admitted.

Rusty looked up, his eyes wider than normal. “You too?” He asked.

Curtis smiled and nodded. “Let’s just say, I could make John Holmes look like a ten-year-old.” He said with a grin.

“Holy Cock-up, Batman!” Rusty replied with a grin.

Curtis laughed at that. Then he felt something else happening down there, too. “Come on, let’s check things out.” He told Rusty as he got to his feet. Rusty followed and they headed into the bathroom.

Once inside, Curtis dropped his shorts to reveal his shaft was now a monster. He had to be twenty inches long and as thick as his wrist.

“Damn, Bro! What have you been feeding that thing?” Rusty asked.

“Palaminos.” Curtis replied with a grin. Rusty broke up into chuckles, then dropped his own shorts, as Curtis caressed his huge balls. “I swear these are almost as big as tennis balls.” He told Rusty.

“Wow! Are ten-year-olds supposed to be this big?” Rusty asked, as he displayed a shaft that was at least twelve inches long, and balls that were bigger than his human ones had been, if not that much bigger. And unlike Curtis, his equipment wasn’t all black, patches of normal flesh color showing in places.

Curtis chuckled. “Enjoy them, Bro. At least we aren’t losing anything down here in this deal.”

“Yeah.” Rusty said back, then he looked at Curtis. “Losing something?” He asked.

Curtis nodded. “The Twins’ breasts are shrinking.” He told Rusty.

“Oh shit.” Rusty said, looking a little depressed. Then he saw something extending up from the base of his shaft, to wrap around it. He looked and saw Curtis had the same thing. “Look, Bro.” He said, pointing.

Curtis did look and frowned. “Okay...” He thought about it, then it clicked. “A sheath. A lot of male animals, stallions included, carry their shaft inside a sheath, to protect it.”

“Oh, right. Like Dobie did.” Remembering their dog, who was long-dead.

Curtis nodded. “Yep.” They watched until things stopped changing, and they were left with their ball-sacs and the sheath attached up along their pubic mounds, their shafts having retracted back into them as soon as they’d been completed. “Nice and neat.” Curtis declared.

“Uh-huh.” Rusty agreed as he got his shorts back on. “Be back, Bro.” He said, and left the bathroom.

Curtis just nodded and worked out how to take his shaft out and use it over the toilet. He quickly forgot about Rusty for the moment.

Rusty emerged from the bathroom, feeling depressed. Then he looked at the door that led to Stellar’s room. He realised he may have one chance left... if she didn’t chuck him out on his mane, that is. Moving to the door, he opened it carefully and went inside, closing the door behind him.

Several hours after she collapsed, Jessie awoke and stretched out. She yawned and looked about, to almost squeal as a pair of large eyes were looking at her. She blinked and saw it was Rusty, who was even younger than she remembered him. "Heya Rumble." She said to him.

"Hi Stellar." He said, as Jessie sat up on the bed. Jessie could see he had shrunk even more, being now the size of a twelve-year-old. And she could see where his eyes were looking as well. Like any young male, his eyes were focussed on her most prominent assets as he climbed up on the bed before her. Jessie smiled. Males were males, human or pony.

"Something I can help you with, Rumble?" She asked.

Rumble-Rusty was looking really downcast. "Meh... I'm feeling really... I dunno." He said, hanging his head.

Jessie pulled him to her and hugged him, sitting him in her lap with her legs crossed, and Rumble wasted no time in hugging her back. "I just..." He mooshed his face into her cleavage. "I'm gonna miss these." He said rather bluntly.

Jessie smiled softly. "Really? You never got to play with a girl's breasts before?"

Rumble shook his head. "Not many girls liked me much, and Flitter and CloudChaser were my cousins... so no luck there." He told Jessie. "And now their breasts are vanishing. They're trying hard not to admit it, but we could tell."

Jessie nodded. "Mine will, too. Mares have teats between their back legs, not human breasts." She looked into his depressed expression, then smiled. "I think you can get away with doing this, this once." She then said, reaching around and undoing her swimsuit top, then sliding it off her upper body. "Come here and give me a hug, Little Dude." Jessie grinned.

Rumble didn't need a second offer. He hugged into Stellar, grinning as he nuzzled and caressed her breasts tendely, his face as smooth as a cue ball. She held him gently to her as he fulfilled a lifelong wish. But after about fifteen minutes, Stellar felt things change. She sighed as her breasts started to shrink, while the fur on her lower body climbed up over her hips, around her cutie-mark. Over the course of ten minutes her teats appeared, while her breasts shrank and even her nipples disappeared. Rumble looked at Stellar's flat chest and whimpered softly, as Stellar noticed his nipples had also vanished, but his wings had grown out even more.

Rumble looked himself over as Stellar saw her wings were partially-fletched now: the down and pin-feathers, tertiary and secondary flight feathers all present. Only her primary flight feathers were missing.

"I'm sorry." Rumble said as he started to move away.

"Don't be." Stellar said back to him in a kind voice. "Think of it this way, you're the last person to ever hug me like that. Nopony can take that away from you, ever."

Rumble actually blushed as Stellar did her top up again. "Thank you." He said to her.

"You're very welcome." Stellar replied, as she hugged Rumble to her again, kissing him softly on the forehead. Rumble snuggled into Stellar again, holding her lovingly.

Curtis was wondering where Rusty had gotten to, as he came out of the bathroom and looked around him. He ran his tongue, which had been feeling funny, over his teeth, and noticed they felt different, too. He halted the video and went back into the bathroom. Looking in his mouth, he noticed his face had changed somewhat as well. His teeth, he saw in the mirror, were all flat now, like horses' teeth, and his tongue seemed wider than before. "Okay... major change here." He said to himself, as he headed out of the bathroom, to see Jessie and Rusty... or was it Stellar and Rumble now? They were coming out of Stellar's room, an arm around each other. Rumble was all smiles, and even Stellar was looking at him with a soft smile on her face, which Curtis could see was also changing. Then he noticed her flat chest, with not even her nipples visible under the sheer swimsuit. She also was missing her shorts, but with the swimsuit on, it didn't seem to matter much.

Stellar, for her own self, saw that Thunderlane's now digitigrade legs were also covered in fur, the blackish-grey fur his coat was famed for. And like Rumble and herself, she noticed his mane now went right down to the base of his neck, and was it's true mohawk look. She left Rumble to sit down and moved to Thunderlane, hugging him and giving him a big kiss. Thunderlane, for his part was amazed by how strong Stellar was, but he hugged her with his strong arms and kissed back lovingly. "That was nice. Thanks." He said to Stellar, once the kiss was finished.

"You're welcome." Stellar replied.

"We've really started into the last stages, haven't we?" Thunderlane asked.

Stellar nodded. "Yep. Full body modification. We're past the preliminaries, and by the morning we'll be full ponies, I estimate."

Thunderlane sighed. "I guess the rest should happen overnight." He suggested.

Stellar nodded. "Yeah. It'll be easier that way." She said. "That way we won't be wierded out by our skull changing shape, and our shift from bipedal to quadrupedal movement. We might still have to be awake to go through the change of our hands to hoofs, but maybe not."

Thunderlane frowned. "Have you gotten taller?" He asked.

"A little." Stellar confirmed. "But you've also shrunk a little too." She told him. "If my estimates are right, most pegasi and unicorns are only about four feet tall at their heads, earth ponies maybe from four to five, depending on sex and sturdiness. I'll be about five feet tall, maybe a bit over it. Luna's going to be a little taller than Twilight and I, and Celestia might even go over six foot in height."

"Right." Thunderlane said.

Stellar chuckled. "Get used to it, Thunderlane. But your smaller height and weight means you'll find flying a lot easier." Stellar reminded him.

Thunderlane smiled and his wings moved. "Hey... they're not just for show any more." He said.

Stellar nodded, stretching her much bigger pinions. "Yep. By tomorrow, we're all going to be taking flight lessons." Then she noticed Rumble watching the DVDs. "You took my advice?" Stellar asked.

Thunderlane shrugged. "Well, with you out cold, it seemed like the best time to educate ourselves, at least to the degree the videos show, about Equestria." Thunderlane frowned. "Are things always that dramatic there?"

Stellar shrugged. "There's problems everywhere." She reminded Thunderlane as they sat down together. "Equestria's not exempt. For example, Tirek did escape again from Tarterus, but the third time he faced off against me, and I didn't hesitate. That's why I'm so different to other ponies, I guess. I am a dyed-in-the-wool warrior, and I can kill without hesitation if I have to." She explained to Thunderlane. "It's rare that I have to, but I can and have done so, numerous times, like Tirek and Chrysalis." She explained.

Thunderlane nodded. "But what's the go with that last episode?" He asked. "It ends so abruptly, and I swear there was at least another part there I expected to see." He asked Stellar.

Stellar nodded. "I think that one came from Twilight's Point-Of-View." Stellar suggested. "Maybe the whole series came from her. But she was the second pony Discord sent here to Earth, so that's why it stops with just her and Celestia disappearing." Stellar sighed. "He played on our emotional weaknesses so easily. Divide and conquer. It's true here and it's true back home."

"So why weren't you there?" Thunderlane asked.

"I was... involved with a mission for Celestia." Stellar answered. "It took me several days to return when I felt Twilight vanish. When I got there, most of the ponies were gone, and Discord was sitting on a throne in the ruins of Canterlot Castle. After securing my memories somehow, I did a psychological number on him, making him believe I was Twilight returned, and he sent me here."

Thunderlane nodded. "I see. So we're either going to have to stay here, or go back to Equestria and deal with him."

"If there is a way back." Stellar reminded Thunderlane. "But if I know my sister, she's trying her best to find one right now... if she's not asleep." Stellar chuckled. "Although I swear Twily can cast spells in her sleep sometimes."

Thunderlane chuckled. "Yeah. I bet I could glide in my sleep, if something tossed me off a cloud."

"Most pegasi can. It's a well-ingrained survival mechanism." Stellar said.

"Right, then." Thunderlane said with a smile.

"So, where are the Twins?" Stellar asked.

"I think they went to bed." Thunderlane answered. "They seemed freaked out a little by the episodes, especially the last one."

"Can't blame them." Stellar said.

"So, what happened to you outside?" Thunderlane asked.

"Well... in every pony there's a magical circulatory system that's called the Itineris System." Stellar explained. "We gather magical energy called Mana from the environment and channel it through us, using it as we need to. An alicorn's system is a lot more complex and powerful than that of a normal pony, so what you saw was my body upgrading from a unicorn-level to an alicorn-level system after my wings came in. With both wings and my horn, my system knew it was time to complete my magic upgrade... and it's a spectacular process, I know." She grinned.

"Definitely." Thunderlane said. "So you're now a full alicorn... such as you are."

Stellar nodded. "All I'm waiting on is the rest of the transformation." Stellar agreed. "And Rumble is dead to the world." Stellar pointed out where the even-smaller Rumble was asleep on the couch.

"I don't blame him." Thunderlane replied, the sun having gone down an hour ago. "I'll take him to bed."

Stellar then said "Let me. I need the practise, anyway."

Thunderlane watched as Stellar closed her eyes, her horn lit up with magenta magic, and Rumble floated gently into the air. He saw Stellar strain a little, but the stress she was showing slowly dissipated the longer she held Rumble up. "Now that's something to see." He said, as he and Stellar walked out of the beach-house, with Rumble floating before them.

"It's basic levitation, a spell that's almost a given for young unicorns as they're growing up." Stellar explained. "Twilight mastered it when she was two. I only mastered it after we changed into alicorns when we were four." Stellar giggled. "The first levitation I ever did was lifting a custard tart in front of Twilight's nose, and she gobbled it down quite smartly."

Thunderlane quietly chuckled, too. "That would have been something to see." He commented. "So, you had to learn unicorn magic as well as pegasi magic, then."

"And earth pony magic also." Stellar corrected Thunderlane. "Twilight learned it from tutors in the castle, as Celestia's student. I learned it from working the Apple farm not far from Cloudsdale, with Applejack and Big Mac as they also grew up." Stellar revealed. "Even to this day, Twilight's use of magic differs from mine. She's quality, I'm quantity, at least with Earth Pony magic. Twilight can make the most incredible flowers and plants bloom, but I can make an entire field of trees grow in minutes if the conditions are right."

"Now that will be something to see." Thunderlane said back.

"Stick with me and you just might." Stellar said as she grinned. They entered the bungalow, then put Rumble down on his bed, where he curled up around a pillow Stellar put in front of him.

"Aww... he really is a colt again, isn't he?" Thunderlane asked.

"Yeah. He still has his adult memories and knowledge, but the mind of a ten-year-old... when he's finished changing." Stellar said as they walked out softly together. “And I hope he never truly loses that foalish wonder about things.”

Thunderlane slid an arm around Stellar as they walked back to the beach-house. “So... what do you want to do now?” He asked Stellar.

Stellar let loose with a massive yawn, showing her new dentition and equipment. “Sleep.” She said.

“Yeah, me too.” Thunderlane admitted. “Like some company?” He asked.

Stellar grinned. “I would be more than happy to, my handsome stallion.” She replied as they walked into the main house.

Once in the bedroom, Thunderlane asked “How do you want to do this?”

“Just snuggle with me.” Stellar said, gesturing for Thunderlane to climb onto the bed first.

“Don’t mind if I do, to be frank.” Thunderlane said as he stripped, then slid onto the bed and got comfortable. Stellar slid out of her swimsuit and slid into bed as well, sliding herself into Thunderlane’s hold and cuddling close. “Aren’t you scared I might do something... untowards?” He asked.

“I’m hoping you might, actually.” Stellar informed Thunderlane.

Thunderlane chuckled. “Then let’s see what we can do...”