Well, I'm not entirely sure they heard it in Canterlot, but Twilight definitely heard it wherever she was. I had jumped out of bed and started flailing around like I was swatting a bug when I was startled by a flash of purple light and pop of displaced air as the purple princess herself teleported into my room just inside the doorway, stopping my banshee-like scream. "Ben, what's the matter? Are you..." From the look on her face I bet she was nearly as gobsmacked as I was. Her mouth was making the impression of a landed fish.

"Dude, what the hell?" my blue bedmate complained. "You've got a serious set of lungs on you. What's the big deal?"

In my state I completely forgot who I had been sleeping with. Momentarily surprised, I turned to face her, giving Rainbow a good look at my predicament. Her eyes widened in shock, and she got up, slowly approaching me as if I were a frightened animal. Which, to be fair, I kinda was, or at least I was acting like one. I was on the verge of panic, my eyes darting around the room for a potential escape path. All the while Twilight stood next to the door and Rainbow Dash continued to slowly approach. Once within arms reach she slowly lifted her hand, extended a finger, and booped me on the right tit.

That did it. Reason had just waved tearfully goodbye and got on a plane to Kathmandu. Panic was now in full control.

I bolted, headed straight for the door. Twilight was in the way, but her reflexes were good enough that she jumped out of the way. Rainbow Dash had good reflexes as well, only instead of getting out of my way she tackled me from behind. She dragged me to the ground and got me in a full nelson. I was having none of it, and I began struggling. I thrashed around, attempting to dislodge my assailant like a bucking bronco. Rainbow's grip, however, was as firm as a steel vice. That's when I actually got violent and began trying to elbow Rainbow. She was having none of that.

"Dude, calm the fuck down!" she yelled right in my ear. Oh look, seems Reason forgot his luggage and, after seeing the state Panic left me in, he decided to put his vacation on hold. What a bro. I was still hyperventilating, Rainbow had a very firm grip on me, and Twilight was staring at me fearfully. I was slowly regaining control. My breathing was slowing, even though every breath sent a fresh reminder as to why I panicked in the first place.

Nearly two minutes later I was able to think somewhat rationally again. Panic was not good, panic got me (and others) hurt. "Okay... okay, I think I'm good now." Good probably wasn't the right term, but I wasn't about to bolt again. That had to count for something.

Hesitantly, Rainbow Dash loosened her grip on me, just enough that I could slip out. I did so, trying not to think how close I was to losing my anal virginity. I may be alright with giving her a blowjob, but taking it up the ass... well, the size alone wouldn't be pleasant.

I scooted away from Rainbow and sat down with my back against the wall, staring down at my new...assets. I was still dumbfounded. My hands reached upwards and grabbed them. Yep, they were still there. Without conscious thought I squeezed them. Whoa... that felt pretty good, actually. Kinda like getting your balls squeezed only... more. I squeezed again to confirm the sensation. Yup, still felt good.

I didn't realize it but I was starting to smile lecherously.

I continued my self-ministrations, unaware of the world around me, paying particular attention to my now-hypersensitive nipples. My arousal was rising with each grope, my penis growing more and more rigid until-

"Ben!" Twilight shouted. her wings flaring out angrily.

Her shout startled me, making me realize just how into it I was getting. I swiftly let go of my new breasts, although they jiggled quite a bit afterwards. Momentum was a hell of a thing.

"Sorry, sorry," I said sheepishly, my hands going low this time to cover my erection. It was a useless gesture, really. Rainbow was already rolling on the floor, laughing her ass off. Twilight, on the other hand, just glared at me.

"Okay, Twilight, what the fuck?" I oh so eloquently asked, gesturing to my chest.

Twilight dropped her glare and took on a more concerned look. "I don't know. This shouldn't even be possible! Changing one's gender is next to impossible! I don't know of any magic that could do this to you. Except maybe poison joke, but unless you went traipsing about the Everfree recently, there's no way you could've been exposed."

Yeah, I'd heard the stories about the Everfree Forest. No way was I gonna be going there.

"I don't see what the big deal is," Rainbow Dash piped in, having gotten her laughter somewhat under control.

I shot her a glare of my own as I stood up and stormed over to her. "What's the big deal? What's the big deal?!" Now I was right up in her grill. How would you like it if you suddenly woke up and grew a pair of tits, huh?"

Rainbow's eyebrows could've served as a level. "I already did. It's called puberty, ya dingus!"

I could practically hear the light bulb go "ding" above Twilight's head. Ass suddenly as she appeared, Twilight teleported out of the room, leaving Rainbow and I alone.

We didnt even have time to question her disappearance before she teleported right back in, only this time she was holding something that looked like it belonged in an old sci-fi B movie. It looked kinda like a remote control, only it had a crooked antenna shooting out the front and a bunch of fiddly knobs and buttons all over that Twilight was, well, fiddling with. She ran the antenna part up and down my body, all the while muttering to herself.

"No no no no no no, how could I have missed this? Why didn't I even think of it?!"

Rainbow and I shot each other a confused look before I turned back to face Twilight. "Uh... missed what, Twi?" I asked.

"Your hormone levels!" she clarified, showing me the device she was waving around. The display on the front looked like gobledygook to me, but Twilight must've missed my lack of comprehension. "I was so focused on what magical effects you were going under that I completely missed the physical changes! Your estrogen levels have skyrocketed since I last checked. But that's only the tip of the iceberg!"

I couldn't suppress my look of dawning horror. "Th...there's more?"

"Genetics," Twilight said, fiddling with her device again. "Honestly, your genes are all over the place right now. Most of your cells still have twenty-three chromosome pairs, but some, particularly around your... breasts, have thirty-two pairs." She bit her lower lip, a sign I knew meant she was trying to find the right words for something delicate. "In short, you're turning into a pony."

My horror was no longer dawning. "Are... are you sure?" I asked, my voice barely audible.

I felt faint. Reason and Panic were fighting over the controls. It was a hard fought battle, with many casualties on each side, but, in the end, there was a truce.

I fell backwards against the wall and slid down until I was seated on the floor. Rainbow Dash looked like she wanted to rush over and comfort me. Not that she'd actually admit it, but she's a big softie where it counts. I was breathing heavily, fighting hard not to hyperventilate again. "What do I do?"

Twilight hesitated. "I'd have to get you down to the lab before I can learn more."

I nodded, getting back to my feet. "Alright. Just let me throw on some clothes first." I took one step to my closet. Then another step.

And... I was on the floor again, this time dropped by what felt like a kick to the balls combined with a bad case of gas. I'm pretty sure it wasn't, because I don't think either comes with the feeling of thousands of little bugs crawling under my skin all over my body. I writhed on the ground, more in discomfort than pain. My teeth clenched, allowing me to only hiss in displeasure. After what felt like an eternity, though must've been only half a minute, the feeling subsided, leaving me panting for breath. It was only now I realized that Rainbow and Twilight were shouting, although I could barely make out what they were saying. It took a few seconds for my hearing to come back.

"Damn," Rainbow exclaimed, "that's a heck of a way to lose weight!"

I slowly stood up, feeling oddly unbalanced as I did so. Lighter too, much much lighter. Once I was stable and on my feet, I opened my eyes and looked at the damage. Rainbow was right, I had lost a lot of weight. The spare tire was completely gone, along with most of my belly. My waistline, once bulky and masculine, was now most definitely narrow and feminine. My waist flared out into wide, child-bearing hips.

It was below my knees that the greatest change had occurred. My feet were gone, for one, replaced by a pair of hooves. The rest of my lower legs now resembled a pony's, the only thing missing was a fur coat. No wonder I was having trouble getting up.

My penis had also changed. Gone was the circumcised chub, and in its place was an equine sheath. I stared at it, not quite believing what I was seeing. Since my eyes' reliability was in dispute I decided to poke it. Oh man, shouldn't have done that. I felt the otherworldly sensation of my brand new horsecock sliding out of my sheath, the head coming to a rest just below knee level.

I was officially hung like a horse.

Fearing what else I would find, I reached back behind my balls (which had swollen up as well), and felt around. Nope, it was still a barren wasteland back there. For now at least.

I looked back at twilight, staring at her blankly. She was staring at my cock, a dumbfounded look on her face. "I... I think I need to get some help on this one."

Just think about baseball just think about baseball just think about baseball.

After Twilight teleported out I took the time to see if my clothes still fit. My shirts did, although they were very loose. My pants, however, were a lost cause. I could get them on just fine, but keeping them on was another matter. They were far to baggy to stay up without help, and I didn't own a belt. Oh well, not like it would be the first time I've walked around Twilight's castle without pants. I didn't make a habit of it, but it happened every now and then.

I also took the time to freshen up a bit in the bathroom. Thankfully my new equipment wasn't too alien to figure out. Hell, walking to the bathroom was the hard part. Everything below my knees felt wrong, there were too many joints between me and the ground and it caused more than a few stumbles. I had gained a new appreciation for how ponies balance on hooves. If I didn't have Rainbow to help me I'd have faceplanted over a dozen times.

Looking in the mirror, I saw just how far the transformation went. I now looked like a woman. My face, once lantern-jawed, was now definitely girlish. I didn't have a mare's muzzle, but who knew for how long?

Soon after my constitutional, Twilight teleported back with her assistance and called me down to her lab, leading to my current predicament.

Just think abut baseball just think about baseball just think about baseball

I had expected her to get Princess Celestia. Oh, how I wish she had gotten Princess Celestia. Her I could deal with. No, instead she teleported all the way out to the Everfree Forest and got Zecora.

Zecora was just... unf! She was pushing all of my buttons. Her large breasts were not only pierced but also connected together with delicate golden chains that complimented the rest of her jewelry. Her belly was taught and smooth, flaring out into wide hips which led to legs that went on for miles. Her mane wasn't up in its usual mohawk, but rather cascaded down the side of her face. Honestly, it was even sexier than the mohawk.

Don't even get me started on those stripes! They added even more to her otherworldly beauty. They even circled her sheath. It was taking all my willpower to not let my arousal show. My hands were covering my member as I sat down naked on a stool (Twilight having confiscated my shirt), trying desperately to keep my new stallionhood from escaping.

Just think about baseball just think about baseball just think about oh sweet Jeebus if I could just nestle up against those twin lovelies I would die a happy man...

Definitely a losing battle.

Twilight and Zecora were talking. Between Twilight's technobabble, Zecora's rhyming (oh god, the rhyming!), and my general level of distraction I was having a hard time following the conversation.

"So that's the situation," Twilight said. I guessed that she had just recapped everything for Zecora.

Said Zebra leaned in closer to inspect me. I stared back at her beautiful, soulful blue-gray eyes. It was an effort not to divert my gaze down towards her wonderful cleavage. She grabbed me by the chin and turned my head this way and that, like she was inspecting a prize racehorse. Her grip loosened as she dragged her hand down my neck before tracing my collarbone. Continuing southwards, she paused at my breasts and gave each a slight squeeze (no, down boner!). She gave a satisfied nod before going lower, tracing the outline of my waist before coming to a stop right where my hands covered my crotch. No luck on her stopping there, oh no, she forcefully nudged my hands out of the way, exposing my cock. Despite my best effort, the head was just poking out of my sheath. I thought I saw her smirk a bit before continuing.

Her hand resumed its journey down my leg, stopping for a second at my hips (did... did she just grope my butt?) but continued down to the tips of my hooves which, by the way, turned out to be ticklish.

When she was done, we were left in a very compromising position, Zecora knelt in front of me with her face right at crotch level. My blush could've lit up a city block, and my penis slid out a few more inches. Thankfully, before I could accidentally cockslap her, Zecora stood up, leaving me to my embarrassment.

"Why you needed to call me, it seems quite silly. You can see plain as day that he's turning into a filly." Zecora pronounced.

Twilight grunted in annoyance. "Yes, I can see that, Zecora. I asked you here to see if you knew of any possible reason for Ben's transformation. All of the transformation magic I know of only affects the physical form, but what Ben is undergoing is altering his very genes.I don't know of any magic that could affect him on the genetic level!"

Zecora paused for a moment, scratching her chin in thought. "Of magical transfigurations, I must confess, I know quite a few. But, I'm sorry to say Twilight, here I am as stumped as you."

Twilight's ears flattened against her head. That was a bad sign. It told me she was out of options. "You sure you've got nothing?" I asked.

Twilight rubbed her forehead before turning to the whiteboard. The same whiteboard she showed me yesterday, although it had been greatly altered. The chart was still there, but it was joined by even more data and equations I couldn't make heads or tails of. Zecora joined her a moment later and, from the way they were each pointing at various spots on the board, seemed to be having a silent conversation with Twilight. A few minutes later Twilight turned back towards me, giving me an uneasy look.

"We... might have a theory, but we'd need a sample from you before we can test it."

I blinked. Twilight was acting dodgy about this. That couldn't mean anything good. "What theory?"

"I'd rather not say right now," Twilight said, all but confirming my suspicion. Problem was that getting information out of Twilight was next to impossible when she was acting cagey.

"Ok then, what sample? Blood? Hair? Stool?"

Zecora answered in Twilight's stead. "Of those three, none are what we need. Instead we require a bit of your seed."

I blinked and looked to Twilight for confirmation. Her horn glowed as she nodded, and what appeared to be a condom levitated towards me from a wall locker. Since Zecora's close examination my erection had reached full mast, which allowed Twilight to slip the rubber effortlessly over my length. She unrolled it until it came to a rest halfway between the tip and medial ring.

"Uhhh.." I so eloquently said, speechless from having Twilight all but manhandle my new junk. "Wh-why do you need this sample, exactly?"

"Because," Twilight answered, "I suspect that a semen sample will show just how much genetic alteration you will undergo if these changes continue. It looks like your penis and testicles are fully formed while the changes to the rest of your body are still coming in. If we are to head this off, we'll need to see the end goal. I can't make any promises, but this is our best option."

I gulped, then stared down at my member. It was still hard from all the attention, and it twitched a little at the prospect of masturbating in front of an audience. Hesitantly, I reached down and grabbed it near the base. I began stroking it slowly, being careful to mentally note the sensation. It felt so much better than my old tool, so much more real estate to feel pleasure. Each upstroke went higher and higher, further emphasizing the size difference.

Then I reached the medial ring. Oh god, no wonder it set Rainbow off so easily.

I continued for a few minutes, gaining speed as I went. Unfortunately performance anxiety began to set in. Despite the immense pleasure I was feeling my member began to flag. In desperation I stared at Zecora's breasts, the golden chains dangling between them giving a light jingle with each breath she took. If I had been looking at her face I might've had an idea of what was coming next.

"Twilight," Zecora said, "our friend is having some trouble, can't you see. Why don't you step out and allow us some privacy?"

Twilight hesitated a moment before nodding and heading for the door. It wasn't until after she had closed the door behind her that I realized something important. Did Zecora just say "us"?

I looked up and saw the lascivious smile on her face. Oh yeah, she was definitely feeling me up earlier. She sauntered over to me, swaying her hips seductively until she stood in front of me, towering over my sitting form. I grinned up at at her nervously, surprised at the sudden turn of events. She licked her lips before lowering herself, pressing the tip of my member against the underside of her tits.

A little readjustment later and she continued her descent. My cock glided smoothly through the valley of her breasts and popped out the top. She didn't stop until she was on her knees, my cock right in her face. She licked her lips again before nuzzling my tip and squeezing her breasts together. I threw my head back and groan at the heavenly feeling.

Zecora only giggled. "Finally getting into it, I see. You should be proud of your mighty tree."

Ok, even in my half addled state I could tell that one was a bit of a stretch. Then Zecora started licking and I stopped caring.

I could tell she was experienced. She was jerking me off with her breasts; her motions smooth, rhythmic, and practiced. She'd squeeze in on the upstroke and release on the down, all the while lavishing my tip with nuzzles, kisses, and light nibbles. I instinctively began thrusting in counterpoint, hoping to achieve release as soon as possible. It only lasted a minute before I felt a brand new oddity on my cock. I looked down and saw that it had flared, the flat head spreading out an extra inch or two. Even if I didn't know what that meant, I could still feel my peak approaching. It wouldn't take much more to set me off.

Zecora chose that moment to give me a lick right up the underside of my cock. Oh god, I was not expecting that. Imagine a regular orgasm, and multiply that by ten. That's about what I felt when my balls clenched and launched my seed. I clenched my eyes shut, surprised at just how intense each rope felt as it shot out my tip.

My orgasm felt like it lasted hours, but I eventually came down from my peak. I was short of breath, gasping for air, but thoroughly satisfied.

"Well well, looks like somebody's having fun," a regal voice called out in amusement. My eyes snapped open and my jaw dropped as I saw who it was.

Princess Celestia stood at the base of the stairs in all her radiant glory, her alabaster coat shimmering like the sun she controlled. Even if I were standing up she'd stand head and shoulders above me, and that's not counting her spear-like horn. Her pastel-rainbow colored mane and tail flowed around her as if blown by an ethereal wind and her large angelic wings were standing out, almost touching the walls with her primaries. The Sun Princess' figure was absolutely perfect; head-sized breasts, narrow waist, and wide child-bearing hips in perfect proportion. She was smiling warmly down at me, the spitting image of the mother-figure everyone in Equestria sees her as.

The only thing detracting from that appearance was her massive cock standing proudly at attention. Yes, before you ask, it was the biggest cock I had ever seen. Big Mac didn't even come close.

She giggled, obviously finding my gobsmacked expression hilarious. She walked over to Zecora and I, her hooves making nary a sound with each step. Celestia stopped short, reached out with a delicate finger to my lower jaw and closed my mouth for me.

"Careful," she said, smiling at me all the while, "you'll attract flies like that." The Princess then reached down towards my member and pulled the condom off, grasping it between the tip of my penis and the reservoir, which had swollen considerably with my release. There must've been at least a cup of jizz, maybe even a pint!. She held it up to the light as if to inspect it, then did something I would never have expected.

Princess Celestia, Supreme Leader of Equestria, all-powerful mother figure, and local Sun Goddess, placed the opening of the condom in her muzzle and tipped it up, letting it ooze into her mouth. Zecora stood up, freeing my member from its fleshy prison. I stood up as well and turned to confront Celestia. I was about to raise an objection before her horn glowed and she raised a single finger, all while continuing to guzzle down my cum.

Christ, I forgot how powerful Celestia is. That one motion literally left me speechless. No, not as in lost for words, I literally couldn't speak no matter how hard I tried. Zecora must've been under the same spell, because I saw her going through various angry gestures, but I didn't hear a peep from her.

Soon enough, Princess Celestia had finished guzzling down my cum. She lowered the now empty condom and licked her lips. Without even looking she then tossed it over her shoulder and into a trash can.

"Mmmmmnnn, *ahem*, sorry about that. I guess I got a little carried away," she said, in no way explaining her actions. "Now, I know you're angry Ben, and I know that you have a lot of questions. Questions that I will answer." Her horn had stopped glowing mid sentence and I opened my mouth to speak, only for Celestia to interrupt me. "Please, if you would come upstairs with Rainbow Dash and Twilight I will answer all your questions there, where I can address all of your concerns at one time. I'd hate to have to repeat myself unnecessarily."

That... was actually a fairly reasonable request. I was still mad that she rendered all that effort a waste but, and this might've been the afterglow talking, I was feeling accommodating. Instead of answering verbally, I looked her in the eye and nodded.

"Splendid!" Celestia said, clapping her hands together. "Please, join us upstairs upstairs when you're ready. Feel free to clean yourselves up first." She smirked "Or don't. I must say, your musk smells wonderful." With that, she turned and sauntered away, leaving Zecora and I both red in the face. Celestia's tail moved aside, giving me a glimpse of her alabaster marehood as she ascended the stairs.

While Zecora found the wherewithal to search around for something to clean ourselves up with, I stood there transfixed until the Princess finally left the room. As I stared at the doorway she hd departed through, I could only think one thing.

Sweet Jesus, that was hot!

Author's Notes:

Zecora is NOT EASY to write. And I have her around for ANOTHER CHAPTER! That was not part of the original plan. Not at all.

A wild Celestia appears, bringing with her naughtiness and exposition! Will she have all the answers, or will she be annoyingly vague bout it as usual. Why am I asking you, I'm the one writing this! Then again, you people have given me some great ideas to use in future chapters, so kudos!

Speaking of you guys, I am amazed at the reception for this story. Lots of encouragement, some great constructive criticism, and only one or two assholes. Not only that but we ended up featured for three days! I would've been happy for a positive upvote/downvote ratio, but you all knocked it out of the park, and I absolutely love you for it.

Also, I just realized when I got to Celestia's part that I had not mentioned any of the winged ponies flight appendages, and nobody picked up on it! I then went back and added a small bit earlier in the chapter, but you'd think that, with how Rainbow was positioned in the last chapter, Ben should've had a face full of feathers.