"So that's the whole story," I said, having finished bringing Applejack up to speed. She hadn't talked much, only interrupting a couple times to ask for clarification. The look on her face when I told her about airplanes was priceless. I wish I had a camera.

Once I was done, I turned to face Applejack to get a read on her thoughts. I expected a few thing, anger and confusion chief amongst them. That's not what I got. Instead, she just looked annoyed.

"Consarnit," she sighed, hitting her face with the palm of her hand. "We really gotta sit the Princess down one day and have an intervention. This cockamamie 'cryptic mentor' nonsense is getting old."

"She does this often?" I asked.

"All the durn time," Applejack replied. "The number a' times she's let some snake in the grass almost destroy Equestria just because she didn't let somepony know about 'em, well, it's just too durn much. Although, to be fair, I reckon Discord and Tirek weren't her fault, seein' as they were both locked up at the time.

I blinked. "Discord?"

Applejack blinked back. "Ya haven't met Discord yet?" I shook my head. I'd heard about Tirek. Hard not to since my current lodging was an indirect result of his rampage. Discord on the other hand, was news to me. "Huh, don't that beat all. I thought he'd have at least introduced himself."

"Well, the only 'he' I've seen around here is Spike, so unless someone's not telling me something..."

Applejack snorted in laughter. "Nah, ya'll know Discord once you see him. He's a rather distinct character." She paused a moment, collecting her thoughts. "So, ya feeling any better sugarcube?"

Honestly, yes, I was. Applejack had let me vent, and it did my sanity a bit of good. I nodded at her, and she rewarded me with a smile.

"Still mad at the Princess," she asked.

"Yes." I replied tersely. "I mean, I understand why she did it, but it still pisses me off!"

Applejack just nodded. "I hear ya, pardner. You ever gonna forgive her?"

"Maybe," I replied noncommittally, before amending, "eventually."

"Well, I guess that's all I can ask for." We remained in companionable silence, just enjoying the day as it rolled past. The sun was shining, the birds were singing, all in all, it was a beautiful day out. "So, Rainbow's kin to a human?"

"I know, right!?" I blurted out. "It just boggles the mind! And it's Amelia Earhart to boot!"

"She famous?" Applejack asked.

"Very!" I replied. "Heck, her disappearance was one of the last century's greatest mysteries. It makes sense that she's related to Rainbow, though. She was a pilot after all. Guess she turned into a Pegasus."

"Speakin' of which," Applejack interjected, "Any idea what you'll be?"

I frowned. "Can't say I do," I replied. "Probably won't know until I start sprouting extra appendages."

"Or not," Applejack added. "I mean, ya could be an Earth Pony like me an' mah family."

Before I could respond, we were interrupted by something blue dive bombing the orchard. I turned away to shield my face from flying limbs. When I turned back I saw Rainbow Dash standing right in front of Applejack, only inches apart.

"AJ, have you seen Ben? I've been looking all over and can't find him anywhere?" she asked frantically.

I couldn't resist. 'He went thataway," I said, pointing off in the distance.

"Thanks!" with that, Rainbow Dash zoomed off, kicking up a cloud of dust as she went. Applejack blinked in bafflement

"Wha-?" she asked.

I just held up my hand with all five fingers splayed. Then four, three, two, one.

At one, Rainbow Dash zoomed back in, fuming at me tricking her. I just fell over laughing. I didn't manage to prank Rainbow that often, but when I did it was always a doozy.

"Not...funny" she said through gritted teeth. I had to disagree with her assessment and laughed even harder. "Seriously, dude, I was worried about you! You just ran off!"

That managed to sober me up a bit. Only a little bit though. I reached my hand up for aid. Rainbow Dash glared, but sighed after a moment. She reached down and pulled me to my hooves. "Sorry, sorry," I said, although I had to fight down a fit of giggles.

"So, what brings you out here, Rainbow? Were you really that worried about me?" I asked, fighting hard not to look smug.

"Pfft, as if," Rainbow replied, crossing her arms. "Just a little bit. Only a little." Such a softy. "But seriously, Twilight sent me to find you. She said it was important."

My good humor instantly fled. "Is Celestia still there?"

Rainbow Dash shook her head. 'Nah, she left not long after you split. She said something about speaking to you later after you've cooled off a bit, but that's about it."

Oh, joy. That was a conversation I wasn't looking forward to. I was still pissed at Celestia, and it'd take a long while before I could possibly act civil in front of her. Hell, that was half the reason I just stormed off like I did. Despite Celestia's legendarily thick skin, I still didn't want to risk saying something I'd regret later.

Ah, well, that was future Ben's problem.

"Ya gonna be okay, Ben?" Applejack asked, a bit of concern tinting her question.

I nodded. "I'll be fine. So long as that meeting isn't for a good long while, I'll try and cool off before then."

"Well c'mon!" Rainbow shouted. "Twilight's waiting for you, and we-"

Rainbow Dash was interrupted by what sounded like the growl of a furious predator. We all stopped for a moment, before realizing that the sound came from my stomach. I still hadn't eaten yet, and I was starving.

"Twilight can wait," I stated. "Lunch first."

Okay, an actual lunch was out of the question, since it probably wasn't a great idea for me to be seen in public until Twilight made some sort of announcement about my condition. Granted I kinda already ballsed that up, but I did make a point to stay out of sight as much as possible. Still, I had witnessed one of Ponyville's legendary mass panics before and I was not looking forward to being the cause of one right now.

Thankfully Applejack was more than happy to knock a few fresh apples off a tree for me. It'd tide me over until I got a proper meal. I didn't have much time to enjoy it since Rainbow was trying to hurry me along so I had to eat on the run.

Before too long and after only a couple detours to avoid prying eyes we reached Twilight's castle. As we walked in Twilight was standing in the middle of the entry hall and doing a frantic hoofty-dance. If I hadn't seen this particular maneuver before I'd have thought she needed to go to the bathroom. I could tell she was right on the thin line between worry and panic. Fortunately, once she saw me, she visibly relaxed.

"Ben!" she exclaimed as she walked over towards me. Once in arms reach she walloped me right upside my head. "Don't ever do that again! I was so worried about you."

"Yeah, I can tell," I mumbled as I rubbed my head where I had been struck. "So, you needed me for something, or were you just worried?"

Twilight nodded and motioned for me to follow. I fell in step behind her with Rainbow bringing up the rear. She led me back to the sitting room where we had our previous meeting, only this time we were sans-Celestia. It took me a moment to realize that someone else was missing.

"Where's Zecora?"

"I sent her home," Twilight replied. "Since I now know exactly what's happening to you I didn't think her aid was required. Oh, she'd be a big help, don't get me wrong, but she has her own projects and I didn't want to take up more of her time than was strictly necessary.

Okay, that made sense. "So, what did you need me for?"

"This." With that declaration Twilight flicked her wrist and from seemingly out of nowhere a large stack of papers appeared in Twilight's hand. No idea where they came from. Definitely not up Twilight's non-existent sleeves. "Princess Celestia was kind enough to forward me all her notes on human-equine transmogrification so we have a better idea on how your... condition is going to progress."

She now had my full undivided attention. "Proceed," I said, waving my hand at her.

Twilight held her notes up to consult them. "Okay, the bad news is that, as you've no doubt noticed, it won't be a smooth transition between species. It'll continue to happen in spurts. The good news is that it won't be that painful. According to the Princess' notes every human so far has noted nothing more than mild discomfort."

I nodded. "I can confirm that. I didn't even notice these..." I squeezed my breasts for emphasis, "...come in, and that big one you two were there for, well, it wasn't pleasant by any means but definitely not painful. Hell, hitting my head on the floorboards hurt more than the actual change did."

It was Twilight's turn to bob her head. "That definitely tracks. The major changes should happen maybe once or twice a day, plus a few minor changes you probably won't even notice. Open your mouth, please."

I blinked, not sure where Twilight was going with this. Still, no harm in complying. I opened my mouth as wide as possible and Twilight got real close to examine it. "Okay, looks like your teeth haven't changed yet. Once that happens we'll probably have to switch your diet to a vegetarian one. It might even be a good idea to do so now."

Eh, no big loss there. My diet was already predominantly veggies, with the occasional fish or chicken.

Rainbow chose right then to add her two bits in. "Whadya mean by 'minor' changes?"

"Mostly internal," Twilight replied as she pulled back from my mouth and allowed me to close it. "Hormones and enzymes, things like that. Not many changes to his organs, those are already pretty close to ours. You probably won't even notice when it happens. The only one that should be noticeable would be the addition of, well... a vagina, and all that entails."

I bit back a groan. Definitely wasn't looking forward to that. "Any ideas when that will happen?"

Before Twilight could answer, we were interrupted by a shout from the entry hall "Hello Everypony! I'm back!"

Oh just find me in the Alps!

"In here, Starlight!" Twilight called out. I heard approaching hoofsteps as my other housemate approached our room. I heard the door open and Starlight taking a step and a half inside before stopping abruptly. I was looking away, but I could easily imagine the look on her face. Odds are, it was the same as everyone else's; complete shock and/or bafflement.

Then Starlight opened her mouth and confirmed it. "Monkey-boy? Is that you?"

I didn't even try to suppress a groan God I hated that nickname, and she knew it. Don't get me wrong, I didn't hate Starlight Glimmer. We weren't exactly "friends", but we got along well enough. It was just the nickname I hated.

"Yeah, it's me," I sighed as I turned around. Yup, that was definitely shock on her face.

She leveled her gaze on Twilight next. "Twilight Sparkle, have you been messing with forces beyond your ken again?"

It was Twilight's turn to groan. "One time! I summon an eldritch horror from beyond time and space just one time and I never live it down!"

I turned my head to face Twilight and quirked an eyebrow. That was definitely a story I needed to hear later.

"Nah," Rainbow said, "It's something to do with Equestrian magic or something like that. Honestly, most of it went over my head."

Starlight faced me again, the expression on her face just begging for clarification. I sighed, then started to, again, tell the story.

"Okay, let me see if I have this right. One; Princess Celestia is hiding even more vital information from those she supposedly trusts most; two, Ben is transforming into a pony and will be fully turned into one within a week, and three; Rainbow Dash is related to another human?"

"That last one isn't exactly improtant, but yes, that's the gist of it," Twilight replied.

Starlight nodded. "Okay, so what's the game plan? How do we stop this?"

Twilight and I glanced at each other nervously. "Uhh," Twilight aid," I don't think there's anything we can do, really."

That answer did not make Starlight happy. "What do you mean there's nothing we can do? You're the freaking Princess of Magic, for pony's sake! You have to have something you can do!"

"That's just it!" Twilight rebutted. "I'm the Princess of Magic! Magic is the cause behind his transformation, so I highly doubt that there is anything that I can do with magic to help!"

"So you're just going to give up, is that it?" I could almost see steam coming out of Starlight's ears. I have honestly never seen her this mad before.

Twilight wasn't going to take her attitude lying down. "I have less than seven days to find a solution! Princess Celestia has been looking at this problem for centuries and he hasn't found a solution. What makes you think I'd have better luck?"

"Oh, so just because Princess Celestia hasn't been able to fix this it means that it's impossible? Remind me again, how many of Princess Celestia's messes have you fixed personally?"

"Uh, ladies..." I tried to interject. No dice. Both mares were in full argument mode.

Twilight bristled at Starlight's accusation. "That's not how this works, Starlight..."

Okay, things have spiraled completely out of control. I looked around for Rainbow only to see no sign of her. It took me only a moment to realize what she had done and I had to agree with her. Time for a tactical withdrawal. I slowly backed away from the two arguing mages, mindful not to draw their ire. Didn't want to end up being turned into a toad on top of everything else. I made it to the door and oh so carefully slipped out of the room. I figured it'd be best if I laid low for a little while, so I headed up to my room.

A couple hours later I was lying in bed when I heard a soft knocking at my door. Without being prompted the door opened just a bit and Starlight Glimmer poked her head in. "Ben, mind if I come in?"

I nodded and waved her in. Starlight slipped inside and closed the door behind her, then grabbed the chair next to my desk. She pulled it towards the bed and sat down next to me. "So..." she began, "sorry about that argument. I didn't mean to scare you off earlier."

"I wasn't scared off," I protested. "I just figured it'd be a good idea to get out of the blast radius before the fireworks went off."

Starlight snorted. "Yeah, I guess things did get pretty heated."

"Understatement of the year," I mumbled. "Seriously though, that argument came out of nowhere. What the hell?"

Starlight rubbed her arm, hesitating a bit. "Yeah... that one's been brewing for a while. I've been getting on her case about not finding you a way home for months now. I guess things just came to a head earlier."

"And how," I agreed. "But you really should lay off on Twilight for that. She's been working her ass off trying to get me home. Heck, she even tried sending me through the mirror portal once."

Starlight blinked. "She did? How was it?"

"Close, but not close enough," I replied. "Oh, sure, it had all the comforts of home, but without government ID, I couldn't take advantage of it. No social security number means no job, no job means no money. My only options there would've been a life of crime or living on the streets." I gave my guest a wry smile. "Easy choice, really."

Starlight Glimmer pouted in resignation. "Okay, yeah, that was a bust. But what about everything else?"

"Tried it," I said. "Reverse engineering whatever brought me here? Complete bust. Scrying to find my homeworld? Nada. Opening random portals and hoping to get lucky? El zilcho." I paused for a moment. "Frankly, after that 'eldritch horror' comment earlier I'm perfectly happy if Twilight never opens another portal ever again."

My mini-tirade seemed to draw the wind out of Starlight's sails. "So, that's it then? You're going to be a pony and there's nothing we can do to fix it?"

"Seems that way."

"How can you possibly accept this?" Starlight shouted. "If it were me in your position I'd be completely pissed!"

"Honestly?" Starlight nodded for me to continue. "I'm trying real hard to look at the positives."

That seemed to incense Starlight. "What could possibly be positive about this?!"

"Quite a few things," I replied. "For one, I'll get fewer stares when I go out."

Starlight scoffed at that idea. "Please, you stopped being interesting after a month."

"In Ponyville," I rebutted. "Now I can go anywhere in Equestria without drawing a crowd."

Starlight opened her mouth as if to refute my statement, but after a brief moment she closed it again. Hehe, score one for me. "Okay, name another," she eventually said.

In response I just waved my hand over my body. "Just look how much weight I've lost."

"Ugh, don't remind me," Starlight reluctantly agreed as she squeezed the skin around her stomach. "I mean, you get instant weight loss. I, on the other hand, still have to struggle to keep it off!"

I honestly had no idea what she was talking about. The last word I would ever use to describe Starlight Glimmer was fat. Sure, she had a little bit of pudge, keyword being little. Hell, Pinkie Pie was chubbier than Starlight. Now, being a reasonably intelligent person I did not point that out to Starlight. Heck, she could zap my ass from a hundred yards with just a thought. Bad idea to point out a spellcaster's body issues.

Once Starlight finished feeling sorry about her non-existent weight problem she once again looked me up and down. "So... breasts. "

I look down at my ample bosom. "What about them?"

"Can I see them?"

That instantly drew a red flag. "What?" I so eloquently asked.

"C'mon! I just want to see them." Starlight said "I mean, you see ours every day, right? Is it so much to ask that I get to see yours?"

Red flags notwithstanding, that at least sounded like a reasonable request. Granted, I had been running around with no pants all day, so what's showing a little more skin? Sighing in resignation, I pulled my shirt off, exposing the goods. I didn't even blush. My embarrassment quota had been surpassed long ago.

Or so I thought. I was immediately proven wrong when Starlight reached over and grabbed my boobs. Blood immediately rushed to my cheeks, but I could tell that it was only stop one on its southward journey.

Starlight only whined. "THey're even bigger than mine, for pony's sake!" I don't know how she could tell, honestly. We were so close in size you'd need a specialized ruler o tell the difference.

Unfortunately her ministrations had the obvious effect. My member was coming out of its sheathe and it was most definitely ready to play. "Uhh, Starlight..." I tried to get hr attention, but to no avail. She was so focused on my tits that I don't even think she noticed when I reached full mast.

I definitely noticed when she started to. Her cock slowly slid out of her sheath until it was at full length. It was about the same length as mine, give or take a millimeter or so. What differentiated it was the circumference. Starlight's cock was about half as thick as the average pony's It honestly looked quite dainty in comparison.

"Uh... Starlight," I began to say.

"Well," Starlight interrupted. "If nothing else, you are definitely turning into a sexy mare."

With that, Starlight leaned forward, latched onto my left nipple. and began suckling like a newborn. Oh good god, I thought my new horsecock was sensitive, but it had nothing on my nipples. Each suck shot a newfound fiery sensation of desire up my spine. I arched my back and moaned wantonly, my cock twitching and dripping pre. My hand reached down to give myself some attention, only to be intercepted by Starlight's own fur-covered hand.

Starlight pulled off of my breast and shot me a playful smirk. She then began kissing my body, slowly getting lower and lower, pausing here and there to lick my skin a bit. As she approached my member she lovingly nuzzled into it before nibbling on the side a bit. I grit my teeth and sucked in a breath of air as Starlight slowly lavished my erection with attention. As she reached the medial ring she latched onto it, causing my cock to twitch and send a dollop of pre to fall right at the bridge of her muzzle.

Starlight pulled off of me and looked cross eyed at where the drop landed. She reached up nd wiped the drop off with a finger, only to bring it to her mouth and suck it clean. The Unicorn smiled and licked her lips beore descending on my cock once again, continuing where she left off.

By now pre had begun to run in rivulets down the underside of my member. Starlight wasn't deterred, instead she focused her efforts on licking my cock clean. She steadily ran her tongue up my cock, making sure to cover every inch of flesh. Once she reached the head she latched on and began to suckle as if attempting to drain me of the translucent fluid. When her efforts proved in vain she instead took the whole of my cock head into her muzzle and descended upon it, taking my member into her tight throat.

I closed my eyes as a hiss of pleasure escaped me. Credit where it's due, Starlight was an excellent cocksucker. I felt the bed shift and opened my eyes to see Starlight had positioned herself over me. I was staring right at her erection and I knew what she wanted. I had sucked a few pony cocks before and every time had been intimidating. Not this time, however. Most were wide enough that I had to really work to get one in my mouth. Thankfully, Starlight's cock was thin enough that I could take it with no problem. I leaned up a bit and wrapped my lips around the head. Suckling on the tip, I savored the tart raspberry flavor of her precum.

Then Starlight thrusted.

My eyes widened as her cock surged into the back of my mouth and into my throat. I could almost see my life flashing before my eyes before I realized something important. I was having only a little trouble breathing despite having Starlight's length buried halfway down my esophagus. There was some pressure on my windpipe, but I was still drawing breath.

With a mental shrug I continued along, seeing just how much of Starlight I could take, all the while Starlight was still working my shaft I coud feel her own throat clenching around my length as I went down on her. Before I knew it, I had reached the base of Starlight's cock, my eyes almost burried in her ball sack. I was impressed with myself; before this whole mess I could barely take a horsecock in my mouth, and now I was deep throating one like a champ.

Starlight didn't let me rest, though. She pulled back until she was halfway out before thrusting her full length back in. She repeated this motion again and again, speeding up with each thrust, all while continuing to suck on my cock. I moaned around the length in my mouth. Starlight must've enjoyed it because I felt the vibrations of her own moan.

We were in a pleasure feedback loop. Each moan from one of us caused the other to moan, all while Starlight was fucking my throat. My climax was rapidly approaching when Starlight's cock flared and she suddenly hilted once final time. I felt her cock twitch deep inside me as she moaned whorishly around my length, setting me off as well.

Once I felt Starlight stop twitching inside me, she slowly, gently began pulling herself out. Her flare made it a bit more difficult, but she made steady progress. Once she exited my throat, a drop of raspberry-flavored cum fell onto my tongue. With a barely audible pop Starlight pulled fully out of my maw, her now limp cock swaying to and fro as it began retracting into her sheath. Only then did she pull off my own cock, but not before placing a kiss directly on the head.

"That was amazing," she said dreamily. "And your flavor was simply delicious."

"Yeah... same to you," I replied as I panted in exhaustion. "That was... interesting."

"First time deepthroating a mare?" she asked as she stood back up.

I nodded. "Yeah, couldn't get too far down without my gag reflex acting up."

Starlight blinked owlishly. "What's a gag reflex?"

I blinked, then turned my head to stare at Starlight. That one question answered so many of mine that it wasn't even funny. I shook my head. "Ya know what, forget it. I never asked if you and Twilight made up?" Changing the subject, excellent idea.

"Yes, we kissed and made up," Starlight replied, although her tone was on the sarcastic side. I shot her an unamused look. 'I'm serious, we're not fighting anymore."

I smiled and nodded. Then I snapped my fingers. "I just thought up another positive!"

"Oh really? What?" Starlight asked.

"You no longer get to call me by that ridiculous nickname!"

Starlight just smirked. "In your dreams, monkey boy."

Author's Notes:

Here we are, folks, the introduction of the most polarizing character in the show. For those wondering where she had been, she was out of town for a few days. What was she doing? I dunno. Parole meeting, I guess. Hopefully I didn't butcher her character too much because I, admittedly, have not seen much of season 6 beyond the opener.