Zecora and I took a few moments to get ourselves cleaned up. I knew where Twilight kept her wet wipes stashed so it wasn't too much of a hassle. All the while we were both red in the face, embarrassed at having the ruler of Equestria just walk in on us like it was no big deal. The awkwardness in the air as so thick that we didn't even say a word to each other as we went about our task.

Once we were done I threw on my shirt and led the way up the stairs. I still didn't have any pants, but I hoped Rarity could hook me up like always. But that was Future Ben's problem. Present Ben had to deal with a Princess that knew what was going on. I had briefly met Princess Celestia and her sister back when Twilight first took me in. Celestia always seemed to know more about my situation than she let on, but I never had any proof beyond a gut feeling. Now that she had all but admitted it, it was time to call the old woman out.

I stepped through the doorway to the ground floor and moved aside to let Zecora by. The first thing I noticed after shutting the door was a pair of guards standing nearby. They were both clad in the gilded armor of Princess Celestia's personal guard, so they were some of the most decently dressed ponies I had ever seen even if they wore nothing underneath. The breastplate, although engraved, was still a functional design, not like what you'd typically see in a fantasy setting. If anything it resembled lorica segmentata that the Romans wore. The only thing you could call sexualized would be the codpiece they wore instead of a segmented skirt or plated leggings that you'd expect to see.

One of the guards, quite possibly the leader, narrowed her eyes and seemed to visually scan me. I must've passed muster, because she nodded at me in satisfaction. "The Princesses are in the seating room. They are expecting you," she said, motioning towards a nearby door where her partner was standing.

I nodded in appreciation and made my way towards the door with Zecora following closely behind. As I approached the guard standing nearby reached over and pulled the door open for me. Consummate professionals, I'll give the Royal Guard that at least, even though their recent record was rather poor from what I'd heard.

I walked into the seating room and was immediately taken aback. I paused long enough for Zecora to have to force me aside, but she too paused at what we saw.

Princess Celestia was sprawled out on the sofa, her head thrown back in pleasure as Twilight Sparkle, kneeling in front of her, was servicing her majestic rod. She had her head buried in Celestia's crotch and was bobbing up and down. I didn't even think that was physically possible. How could anyone swallow something so large? They must've been going at it for a while because, before too long, Celestia threw her head back and let out wanton moan as she reached her peak. Twilight pulled off of Celestia's cock until only the head remained inside and I could see her cheeks begin to bulge with each shot. She began swallowing, but even still a bit leaked around the seal and down Celestia's shaft.

Having finished, Twilight pulled off with a mouthful of cum. A single drop escaped her mouth and flowed down her chin as she finished swallowing Celestia's load. The Princess was panting, her cheeks red as she came down. Twilight leaned forward as if to lick Celestia clean, but was stopped when the Sun Princess placed a single finger on her forehead.

"Not right now, my student. We have guests after all," she said. Twilight shot up onto her hooves and turned towards us, her face red as a tomato. She only offered a sheepish smile in her defense.

"So... hot!" I heard Rainbow call out from behind me. I turned around and, after failing to spot her, looked upwards. She was perched atop a bookshelf, her own blue member hard as a rock and dripping pre as she stared at the Princesses.

"Indeed," Celestia agreed, drawing my attention back to her. For some reason her still-hard cock mesmerized me. I was transfixed on that alabaster rod and the single drop of pearlescent cum flowing down it. Celestia must've caught me staring, I heard her giggle in amusement.

"Like what you see, Ben?" she asked as she lightly shook her cock, that bead of cum still stubbornly clinging on. "How about a taste? It's only fair after all."

My brain took a moment to think about it before throwing its figurative hands up in surrender. It's not like I hadn't tasted pony cum before. I slowly walked over, still not entirely sure on my footing. I made it without trouble and stood before Celestia. Her rod was even more impressive up close. Although outsizing any other I had seen, it didn't look freakishly big on her larger than normal frame. It twitched, and I licked my lips. I required all of my willpower to not get down on my knees and start servicing her as well. Only my need for answers kept me from doing so. Instead, as a compromise, I reached out and drew my finger over that dollop of creamy goodness. I lifted it up to my nose and gave it a sniff. I couldn't detect anything, so I just shrugged and licked it off my finger.

The taste was... hard to describe. The closest I could get would be lightly-sweetened cream with a hint of orange in the background, but that wouldn't do it justice. It was most certainly delicious, though. I must've had a goofy expression on my face because the next thing I heard was Celestia chuckling to herself.

"So," Celestia began, drawing my attention back to her, "Why don't we get a little more comfortable before we begin." Her horn glowed and she summoned another couch from the ether and placed it across from where she was seated. I took the invitation and sat down in the middle. Zecora sat down beside me and I heard the flapping of wings as Rainbow alighted on my other side. She then threw her arm around me in a hug. Like I said, real sensitive under that tough girl exterior.

Although, going by the way she was grabbing my boob, she likely had an ulterior motive.

Twilight summoned her own chair from thin air and set it up off to the side. Celestia nodded, satisfied that all were present. "Now," she began," questions. You all understandably have quite a few. Where shall we start?"

Zecora raised her striped arm as if we were in class. "Before we begin I do have one," she said. "Why, exactly, did you guzzle Ben's cum?"

Out of the corner of my eye I saw Rainbow's cock twitch. To be fair, it was quite hot witnessing the event.

"A simple question, and one with a simple answer." The Princess smirked. "I enjoy the taste. Speaking of which, buttercream frosting," Celestia said while licking her lips.

"But Twilight needed that to figure out what was happening to me!" I protested.

The smile dropped off Celestia's face faster than I could blink. "No, no she did not," she said, her voice all business. "I suppose I should answer the obvious questions first and get them out of the way." Celestia leveled her gaze at me and I looked her in the eye. "You are not the first Human I have met."

I blinked. I had imagined several different scenarios, but that was not one of them. The same seemed to go with Twilight judging by her gobsmacked expression. I could only imagine what my couchmates were thinking right now.

"Wha?" I eloquently replied.

"Exactly what I said," Celestia responded. "Specifically, you are not the first Human to arrive in Equestria since my sister and I took power."

"How did I never learn of this, Princess?" Twilight protested. "I must've searched half of the Canterlot Archives for mention of Ben's species! How could no written record exist if they've been in Equestria before?"

Celestia smiled. "Ah, but they do exist, my student, just not in Canterlot," she said. "If you had bothered to look in, say, Baltimare or Manehatten, you'd have found a few mentions of strange creatures that happened to match Ben's description. But, to be fair, most of those records are buried deep in the archives of those towns. Not out of malice, but simply due to the passage of time."

Celestia cleared her throat. I could feel a lecture coming on. "Every century or two my sister and I would get a report from a far-flung settlement about a strange creature resembling a hairless ape. But every time one of us went to investigate, we always found the same thing. The creature would have already changed into a pony. Every time we questioned them we received the same answer. One moment they were on Earth, minding their own business. The next there was a flash of light and they were in Equestria."

Wait, something didn't add up there. "So it took you over a year to respond to each Human sighting?"

"Oh no no no," Celestia responded with a shake of her head. "It would only be a few months at most. But by that point the change had already happened. To be perfectly honest, Ben, you're running a bit late."

Twilight chose that moment to pipe in with her own question. "So... how long does he have?"

Celestia paused, scratching her chin in thought. "Well, if he progresses at the same rate, and from what I have observed he is, I'd give him a week until he is fully a pony, give or take a few days."

I slumped in my seat. Great, now I had a timeline. "So, that's it? No more Ben?" I asked

The Princess waved her hands in a negating manner "Oh, no no no no no. You'll still be you, Ben. The changes are merely physical. Your mind will still be your own, and only you can choose to change it. If you do begin to act like a Pony, it'll be from cultural osmosis, not the warping of your mind."

Ok, that was a bit of a relief. Only a bit though. I wasn't too worried about losing myself since Twilight didn't mention any changes to my brain, but it was still at the back of my mind. "So," I began, "what exactly is happening to me? Why am I turning into a pony?"

Celestia took a deep breath. "It wasn't until the last time I met a Human that I had any definitive clue of what was going on. Oh, I had a few ideas, but it was all speculation on my part, nothing concrete. But then, I got lucky." She smiled wistfully. "It was eighty years ago, actually. I was on my way to Horseshoe Bay for a much needed day of rest when I caught my break. Suddenly, there was a bright flash of light in the sky, one that momentarily rivaled my own sun. In what was once an empty patch of sky a strange flying metal contraption had appeared out of nowhere. It was badly damaged as well; there were several holes punched through the wings and body of the craft and black smoke was issuing forth from what I later learned was one of the engines. Luckily the pilot was more than skilled and the craft landed on the beach, which is where we met. I still remember the look on Fred and Amelia's face when they first saw me."

The wheels in my head were turning. Something about that story seemed oddly familiar. "Did you happen to catch their full names?"

Celestia paused a moment as if to think it over. "Yes, yes I did. Fred Noonan and Amelia Earhart."

No... fucking... way! I was not expecting to have the mystery of Amelia Earhart's disappearance solved this day, but what do ya know? From the sound of things, it also looked like the theory of Japan shooting them down held some water as well. Who'da thunk it?

I wasn't the only one surprised either. "Wait a second," Rainbow exclaimed. "Are you telling me my great grandma Air Heart was a Human?!"

"Ah yes," Celestia said, giving the same serene smile that usually graced her features. "I'd almost forgotten that she had started a family. This must be startling news for you."

Damn right it was. Holy shit, my best friend was the descendant of one of the greatest women ever!

"But, we're getting off topic," Celestia said, interrupting my train of thought. "Once I had exchanged pleasantries with Amelia and Fred, I canceled my vacation plans at once and escorted them personally back to Canterlot. I then quickly gathered the greatest magical and scientific minds at my disposal and we set to work figuring out what was causing Humans to change."

Celestia leveled her gaze right at me. "Ben, how much do you know about magic?"

Her question surprised me. Being a bit of a bookworm and sci-fi/fantasy nerd I had, of course, read up on magic since my arrival. Living with Twilight gave me plenty of opportunity. Some of the concepts I had trouble wrapping my head around but I had gotten a hang of the basics. At least, I thought I did. There was something about Celestia's tone that made me unsure of myself. "Less than I should, apparently..."

The Princess nodded respectfully. "A wise answer. Even the most learned scholars have much to learn about magic. What many of them do not understand is that magic isn't just a force that can be controlled, but it is alive. Not in the same way you or I are alive, but it is still a living entity; one with a will and mind of its own, even if we can hardly comprehend it at times."

"When we began studying Amelia and Fred, we learned something horrible." Celestia paused and took a deep breath before continuing, her voice sepulchral. "Ben, magic is toxic to Humans. Incredibly so."

I stared at her, horrified. It was like the Princess just signed my death warrant. I heard a sharp intake of breath from my side and Rainbow hugged me even tighter. "But... I haven't noticed anything like that! I feel fine!"

"I'm sorry, Ben, but it's the truth," Celestia responded. "Magic slowly builds up in your cells until it reaches a saturation point. Once that point is reached, the cell dies. This continues until there is nothing left of your body.

"However, one of the few things we know about magic is that it is not inherently a harmful force. Only by acting on another's will can magic be used to cause harm. So, we have a paradox. Magic can not inherently be harmful, yet its mere presence is deadly. So, magic itself came up with a solution. Instead of killing the Human, it instead transforms them into the creature best suited as a vessel for magic.

"We... attempted to halt the transformation process with Fred Noonan. The results were... painful to say the least."

Twilight raised her hand. "So, Ben is turning into a pony because we, as a species, are better?" she asked, confused.

"Ponies are not necessarily better," Celestia clarified. "Better suited to handle an influx of magic, most definitely, but I suspect it's more a matter of proximity. If a Human had appeared instead near a Griffon settlement, I believe that they would become a griffon instead. Although, if it has happened I was never informed."

Zecora then raised her own hand. It was like school all over again. "If the magic affecting Ben is so strong, why did his transformation taking so long?"

That had been bothering me as well. If Zecora hadn't spoken up that would've probably been my next question as well.

"That, my little Zebra, I do not know," Celestia admitted. "Although..." Celestia scanned me with her eyes as if appraising me. Then she smiled "I must say, Ben, you have lost a lot of weight."

I blushed. "Uh, thank you, but please, don't change the subject."

"I'm not," Celestia said. "I think that may have slowed the process down. You losing weight may have given the magic building up in your system both more mass to accumulate, and a method to disperse once you started shedding pounds. It wasn't until your progress plateaued that the magic had a chance to build up."

That... actually made a bit of sense in a weird sort of way. It certainly gave those "toxin cleansing" nutjobs some credibility.

Rainbow Dash chose that moment to stand up. "What I wanna know is why you didn't tell Ben this was gonna happen? I mean, you knew he was going to change into a Pony, yet you didn't bother to warn him? I gotta say, that stinks."

Ah yes, the elephant in the room. To be honest I had been kinda avoiding that subject. Not that I didn't want to know the answer, I most certainly did. I just had a feeling it wasn't good news. Still, Rainbow broached the subject, now it was up to Sunbutt to give me a satisfactory answer.

To her credit, Celestia had the good grace to act chastised. "It was a hard decision, make no mistake, but it was one I thought was in your best interest, Ben." I quirked an eyebrow and motioned for her to continue. "You see, while Amelia and Fred were the first Humans I had a chance to actually study, they were not the first ones I met pre-metamorphosis." She paused a moment and took a deep breath. "There were three more in total, and each one reacted the same. First shock, then fear, and finally..." I could see tears welling up in her eyes. "Suicide."

Three simultaneous gulps could be heard. Celestia didn't give us a chance to respond. "The first hanged himself in his room. The second threw himself off a tower in Canterlot Castle. The third I had the presence of mind to keep a guard constantly watching him, but then he attacked said guard with an improvised weapon. A table leg, if I remember correctly. The guard had no choice but to defend herself.

"Then you came along, Ben, and defied all of my expectations. I was prepared to have this conversation with you months ago, but then you surprised me and didn't transform like all the others. I thought that you might've been an exception, that you would defy all odds and remain human. Unfortunately, I was again mistaken." Celestia bowed her head. "For what it's worth, Ben, I am sorry."

I carefully schooled my facial expression. On the one hand, I was absolutely furious that Celestia had hid this from me. She knew this was going to happen to me and didn't bother to warn me? That both sucks and blows!

On the other hand, I kinda understood why she didn't. I mean, yeah, it sucks that she left me in the dark, but taking into consideration that three out of five humans she met had offed themselves, could I really blame her? Don't get me wrong, I was still mad at her, but not mad enough that I couldn't see reason.

Carefully, I stood up off the couch and walked towards the door.

"Ben..." Twilight said.

"I'm going for a walk. Be back later." With that, said I stepped out the door.

I wasn't feeling particularly sociable as I walked out of Castle Eyesore. Thankfully I had learned several back roads through town. Most of them had once been routes I'd get my daily exercise on. I took a twisting path through town, making the occasional detour to avoid running into anypony.

Like I said, feeling anti-social.

Once I made it out of town I picked a direction and started running, not particularly caring where I'd end up. Princess Celestia had just given me a lot to think about, and despite my best efforts I couldn't get my mind off it. I had always held out some hope of going back home one day, but that was now off the table. Even if they could find Earth, I doubted it'd be in week's time, and each day I'd become less and less human.

Even if they found my home after the week was up, what then? Go back home as a hermaphroditic bipedal equine? I'm sure that'd go over well. Even if I happened to land in the most tolerant place on Earth, the best I could probably hope for would be a lifetime in quarantine. Unless the Princess opened diplomatic relations, but then... gah, I was starting to go off on a tangent.

I hadn't been paying attention to where I was going either. I stopped and looked up and saw that I was surrounded by apple trees of all varieties. That could only mean I was at Sweet Apple Acres. Wow, I must've been out of it. I didn't even realize I'd jumped the fence. That's when I realized that I wasn't even out of breath, despite running over a mile straight. I guess this new body had some advantages.

That was when I looked down and remembered I still wasn't wearing any pants either. Ah, well, not like I was alone in that regard. Still had the shirt at least.

I decided to take a walk around the orchard. I was on good terms with Applejack, so she didn't mind if I trespassed. Heck, she'd even let me have an apple fresh from the tree if I wanted to, provided I didn't make a habit of it.

Speaking of which, my rumbling stomach reminded me that I haven't eaten yet today. In all the excitement I had unintentionally skipped breakfast. Going by the position of the sun, I had almost skipped lunch as well.

Ah, well, good thing there were plenty of apples all around. It might be near the end of winter, but there were a few winter varieties still fruiting. I looked around, hoping to find one on a low hanging branch.

That was when I got a face full of jizz. I had rounded a tree when suddenly, BAM, right on the nose. I coughed and sputtered as it splattered all over my face, covering my eyes and getting in my mouth. Apple flavored, of course.

"Whoops, sorry 'but that, pardner. Didn't see you there," a familiar voice called out.

I swallowed what had ended up in my mouth before offering a response, but the whiteness in my eyes proved to be stubborn. Appropriate, really. "That's okay, Applejack. I'll be fine."

There was a pregnant pause, I could almost hear the wheels turning in her head. "Ben, that you? Land sakes, sugarcube, what's happened to you?"

I finally got my eyes cleared enough to open them. Applejack was sitting on a stump with her muscular legs splayed out, her black-mottled cock hard but drooping. She was a muscular mare, but still had feminine curves to her. Her lightly freckled breasts were a touch larger than Rainbows, but her ass was much more defined. Considering how powerful her legs were, that wasn't a surprise.

She was leaning in, eyeing me up with scrutiny. "Did Twilight start messin' with ya? Do I need to hogtie her until she turns ya back?"

I couldn't help but laugh. Being from the South myself, Applejack and I hit it off right off the bat. It was the accent, mostly. A little piece of home in Equestria.

"No no, it's not Twilight's fault," I said. I tried to school my expression. I didn't want to give anything away right then.

Judging by the concerned look on Applejack's face I failed miserably. She reached over and patted a spot right next to her. I obliged and sat down beside her. "Wanna talk about it?" she asked.

I sighed and prepared to give applejack the whole story.

Author's Notes:

Exposition HOOOOOOO!!!!!

Wow, things got dark there near the end there. Had to lighten up the mood a bit. I hope the surprise facial managed that.

Yup, that's right, I used Amelia Earhart's disappearance as a plot device. I thought about throwing in a reference to Jimmy Hoffa as well, but thought better of it. Anyway Amelia's presence is a reference to another fic on this site. I'd credit it but... I kinda forgot which one it was. If you know which one it is, please, let me know. It's been bugging me for days.

Very little actual sex in this chapter. Kinda necessary, considering the contents. Hopefully the twi-blowjob at the beginning will tide y'all over.

Speaking of "y'all", Applejack is now in the picture. now the only ones Ben hasn't interacted with on camera are Rarity and Fluttershy. I've got a little something something planned with Rarity, but Fluttershy's gonna b a tricky one. Maybe I'll combine it for a two-fer. Who knows.