The town hall meeting went off without a hitch.

No, really, it did.

Twilight, dressed in her royal finery which consisted of a very-low cut dress and surprisingly minimal jewelry, stood up on the podium and made her announcement, after which she brought me forward to say a few words. Then there was a short Q and A session where the audience asked me a few questions which I answered to the best of my abilities. Rainbow Dash, who was by my side the whole time, preened a bit when it was announced that she was related to former human as well.

Long story short, the townsfolk were brought up to speed and showered me with sympathy. Say what you will about Ponyvillians, they might panic at the drop of a hat but they still evoked that sense of community that just makes one feel welcome. All in all, we were in and out in less than an hour.

The rest of the day, however, that's when things got weird.

Our little mini-procession walked back through the door to Twilight's home earlier than I was expecting. We made good time in the meeting, although the Flower Trio looked like they were about to faint. I thought I overheard them saying something about "body snatchers" or something... ah, it was probably just hysterics from them as usual. They still won't look me in the eye after they found out that I was an omnivore.

Anyways, I purposefully strode towards the nearest armchair and flopped myself down in it. "That went well," I commented offhandedly while scratching my chest furiously. Ever since breakfast I've had this bitch of an itch that just wouldn't go away. It was torture not being able to scratch during the meeting.

"Yeah," Rainbow Dash agreed, not noticing my plight. "I half expected a panicking riot going in. Thank goodness that didn't happen."

"Well, Ponyville is accustomed to strange occurrences." Twilight said as she moved towards a nearby bookshelf. "Honestly, this is definitely not the strangest thing they've experienced."

"It's definitely up there, though," Spike added in a wry tone. "Right behind the Cheesecake Debacle."

I quirked an eyebrow. "Cheesecake Debacle?"

"We don't talk about the Cheesecake Debacle," Rainbow said in a hollow tone. Her face had this haunted thousand-yard stare going on. Twilight suppressed a shudder, and even Spike winced in sympathy.

"Sorry," he said.

We were interrupted by an insistent knocking on the door. The three of us blinked in unison, all wondering who that could be. Spike did the only sensible thing and made his way to the door. He grabbed the knob and began to turn it, but before he could pull the door open he was knocked aside as a pink and yellow blur rushed through and made a beeline for me.

Let it be known that, despite my outward appearances, I did not scream like a girl. The sound that issued forth from my lungs was a manly bellow of terror, thank you very much. It was all I could do as my attacker charged me down faster than the eye could see. I braced for impact, hoping against hope that it would be enough to save me.

I needn't have bothered. Instead of the rough impact I was expecting I was instead glomphed gently, and I found myself suffocating in butter-yellow marshmallowy goodness.

"Oh dear oh dear oh dear, you poor thing," Fluttershy cooed at me as she lovingly stroked my hair. "You must feel absolutely dreadful, going through something like this. Is there anything I can do to help?"

I began to tell her to stop strangling me, but it only came out as "Mmmph mph mmmph", what with her smothering me with her tits. Still, Fluttershy seemed to understand what I was getting at. She loosened her grip, allowing me to get a breath of air. She still held me close, but only close enough that my head was covered by her tits and not smothered.

And what a pair, too. Despite her willowy frame Fluttershy was carrying around a great big pair of mgumbos. Only the Princesses beat her out in the size department, and even then only just.

"I am so terribly sorry, dear," an elegant voice called out from the now opened door. "I tried to hold her back, but you understand how she gets when she thinks a creature is suffering." I looked over and saw Rarity stepping inside. Rarity was the definition of beauty and elegance. She was wearing a touch of makeup, but not much. A hint of blush, a dab of mascara, and that was it, really. Her voluptuous figure was to die for. Her breasts, while not the biggest I've seen, were still quite large and in perfect proportion with the rest of her. Rarity's cock was on the smaller side, but still large compared to a human male's.

Applejack was not far behind Rarity. Once the farmpony entered she hip-checked the door closed.

I fumed a bit. It wasn't exactly dignifying to be compared to one of Fluttershy's critters. Then again, it was hard to remain angry at Flutters, especially when she started scratching behind my ears. God damn, no wonder dogs loved it so much. My right leg began autonomously bouncing up and down and I was practically putty in Fluttershy's hands. I undoubtedly had the dopiest grin ever hiding behind Flutters' boobs.

"Well, at least you appear to be in good spirits," Rarity commented. I couldn't muster the willpower to shoot her a glare.

"Ayep," AJ agreed, smirking at me. "Seriously though, pardner, how've you been. This can't be easy on ya."

Somehow I managed to extricate myself from Fluttershy's surprising grip, enough to speak properly at least. "I'm coping, that's about it," I said. That answer didn't seem to satisfy her. Before she could call me out on my bullshit, however, Rarity spoke up.

"It's wonderful that you're putting on a brave face, dear, but that is not necessary amongst friends. Please, be honest with us. This whole ordeal must be driving you mad."

Well, she wasn't exactly wrong. "Not much to tell, really. I'm just trying to take things day by day, and not let this whole... situation get to me. It's about all I can do, really."

"Awww," Fluttershy cooed as she continued to stroke my hair.

"That sounds about right," I heard Sunset call out. She had just stepped into the room, likely coming from the basement lab. Neither Sunset or Starlight had attended the meeting, having decided to stay home and compare notes. Turns out that Starlight had a knack for magical transportation.

"I'm sorry, I do not believe we've been introduced," Rarity said. "Are you a friend of Twilight's?"

Sunset seemed taken aback by Rarity's question, but recovered quickly. "Ah, yes, I forget that I haven't been introduced here. I'm Sunset Shimmer."

One by one, each of Twilight's friends instantly comprehended who she was. It was as if a wave of lightbulbs went off above their heads.

"Ah, yes, Twilight's... friend from the other side of the mirror," Rarity said. "Well, let me be the first to say that it's wonderful to finally meet you. Our dear Twilight's told us sooo much about you." She finished off with a formal curtsy.

"Charmed," Sunset replied, returning her own curtsy.

"And so polite, too," Rarity commented. "Now, what was it you were saying about-"

Rarity was interrupted by a new sound. A smarmy, almost greasy sounding chuckle that seemed to radiate from the air around us. What was strange was that it sounded vaguely familiar.

"What's this? Is somepony making assumptions about my favorite species?" The voice said. "And without inviting moi? That simply will not do."

That, ladies and gents, is when the lightbulb went off above my head. Quite literally, too, somehow. "Q!?" I shouted in both shock and awe.

The voice only laughed even harder. "Maybe in another life, my little human." In a flash of light, a full mug of tea appeared in my hand. Not knowing what else to do, I took a sip. Earl grey, of course, and quite hot. "Allow me to formally make your acquaintance."

I was once more blinded by a bright flash. Once I managed to open my eyes again, I saw... okay, I had no idea what the fuck I was looking at. It was like God or Mother Nature or whoever went to make an animal right after getting sloshed and stoned and threw the parts bin at the wall and used what stuck. It's body was long and sinuous like a chinese dragon. Its limbs appeared to be from six different animals; a lions' paw and eagle talon, while he stood atop a goat hoof and gator foot, and had one feathered wing and another webbed bat wing. His head, strangely enough, looked at first glance like an earth horse, although closer inspection belied the illusion. The sharp, snaggle-toothed grin and crazy red eyes gave the appearance of a madman just barely holding on to sanity. Capping it all off were his horns; one deer antler and another from what looked like an antelope.

Quicker than my eye could follow, it appeared right inside my personal space, towering over me. Then, surprisingly, it grasped my hand and began shaking it furiously.

"Name's Discord, how do you do."

Well, when Applejack said I'd know him when I saw him, she wasn't exactly lying. He was definitely one distinct-looking motherfucker.

"N-n-n-n-nice to m-m-m-meet you too," I replied. His handshake was strong enough to shake me like jello. It didn't last long, thankfully. Discord released me and casually backstroked away. Through thin air. With no wings.

Well, it was unlikely my brain would survive this encounter intact.

"Discord," Fluttershy said in her usual near-inaudible voice. Thankfully she decided to get up from my lap at that time as well. "Not that it isn't nice to see you, but what brings you here?"

"Moi?" Discord asked, feigning offense. "Why, I only wanted to see what all the hubbub was about. Why didn't anypony tell me we had a new species here? And a human to boot?"

"He's been here for prit'near an entire year." Applejack's eyebrows could've served double-duty as a level. "You haven't heard 'bout him?"

Discord rolled his eyes. They fell out of his eyesockets and rolled across the floor. Ick. "I've been busy, of course. Official draconequus business."

"Wait, you have official business?" Rainbow Dash asked accusingly.

"Well, duh!" Discord replied childishly. "What did you think I did all the time? Just laze around and get into mischief?"

"Yes," every one else chorused.

The draconequus was taken aback by that statement. His response was to cross his arms and pout. "Well phooey on you. I'll have you know I am a very busy chaos lord."

All of a sudden, something he said finally registered in my mind. "Wait, how the hell did you know I was a human?"

In a flash of light Discord vanished, only to reappear wrapped around my neck like a boa. He was smaller, obviously, but he still had that great big gaping grin of his. "Simple, really. I've visited your little corner of reality a time or two. Great vacation spot for a chaos-entity like myself ."

"Wait," Sunset said, looking skeptically at my hanger-on. "You mean to tell me that you know how to reach Ben's world?"

"Yes I do, Sunset Shimmer," Discord replied, now being worn by Sunset. I didn't even see him switch places. "But before you ask, I can't tell you how. It's against Da Rules."

Applejack snorted derisively. "As if ya don't see breaking rules as yer lot in life."

Discord responded with his own snort, one with an actual cloud puff coming out of his nose. "There's a difference between 'rules'," Discord made air quotes around the word rules, "and Da Rules!" With that, he summoned a large, pink book out of thin air and showed us the cover. On it, the words "Da Rules" were printed in gold lettering.

"There are rules that even cosmic powers such as I have to follow," Discord said as he opened the book and began flipping through the pages. He stopped about halfway through. "Ah, here we are, chapter fifty three, subsection three, paragraph b. 'Chaos entities must not involve themselves in the realms of other chaos entities, unless they themselves wish to claim dominion of that realm'." With that, the book disappeared in a puff of smoke. "The last time I popped in for a casual visit, a bunch of my colleagues were eyeing each other up and getting ready for an all-out brawl. No way am I setting foot into that hot mess."

Applejack blinked. "Yer telling us that there's more of ya out there?"

"Well, yes and no," Discord responded as he teleported once more, this time landing atop Applejack's head dressed in a blue sailor shirt and cap, his snout replaced with a duck bill. "I myself am a bit of an odd duck."

Alright, sanity had officially left the building. I felt my left eye twitching as I tried to keep up with Discord's antics. Plus that itch had not only not gone away, but had gotten progressively worse. I was scratching at my shirt like mad, but it just would not go away.

"Uh, you okay?" Discord asked. Apparently he was the only one paying attention to me until then. The others, startled by Discord's question turned and looked at me with concern. In a flash Twilight was standing right in front of me.

"Ben, what's wrong?" she asked as she leaned in for a closer look.

It took all my willpower to provide an answer, and even then I could only manage a single syllable. "Itch."

Twilight's horn glowed and I felt the tingly sensation of one of her scanning spells, which she used to scan me up and down. It actually felt pretty nice as she ran it over my torso. It even soothed the itch a bit. Twilight made a few passes before she cut her spell off. "I think I see the problem," she said.

Without warning or ceremony, Twilight grabbed my shirt by the collar and yanked it off, over my head. That instantly helped the itching problem, but left me with one more. I gave off a Fluttershy-worthy squeak before moving my hands to cover my exposed breasts. Yes, I was the only one wearing clothes up to that point, but it was the principal of the matter, damnit. Only three of them had seen me naked up to that point. Well, four if you count the time Rarity had me strip down to take my measurements, but that was before my transformation.

To make matters worse, everyone was staring at me, rendering me self-conscious as fuck.

"Well, that would explain the itch," Twilight commented. I looked down, and immediately understood why I was having a problem.

I had grown fur.

It was the same dark indigo color as the fur that came with my new ears, save for a diamond-shaped patch of white fur atop my cleavage. It was a lot of fur, too, nearly covering my upper torso. No wonder I was itching like crazy. Hell, that was probably why most ponies don't wear shirts.

My nipples had changed color as well. Now they were midnight blue, almost black.

"Oh my!" Rarity exclaimed. "What an interesting color palette. Designing a dress for you will be quite the challenge."

"Yes it will," I replied grumpily. Damn her and her misplaced priorities! I was just glad nobody was leering at me. Not even Discord.

Speaking of whom... "It seems I've caught you at a bad time. I'll Speak with you later. We have so many interesting things to discuss. Ta ta!" With a final flash of light and puff of smoke, mister Q-in-a-fursuit vanished without a trace, leaving the nine of us to our own devices. Needless to say, we were all completely and utterly flabbergasted, though it looked like Twilight at least handled his behavior better than most.

"Well, that happened," I said, summing up what we were all thinking.

"Yeah..." Applejack drawled. "I can't help but feel that he knew more than he were lettin' on."

"It's Discord, AJ," Rainbow Interjected. "He's always got an angle."

Twilight nodded. "Yes, he does, even when he's acting 'helpful'. But enough about that, how're you feeling now, Ben?"

By this point I was getting a little annoyed of the constant questions about how I was feeling. I had to bite back a sardonic reply. A herculean task, to be sure, but Twilight was just trying to help. No reason to bite her head off.

"I'm fine, Twilight," I said, not quite keeping the venom from my tone, but it was minimized. "Better, actually, since I'm no longer itching like crazy. Speaking of which, what the hell?"

It was Rarity who answered. While Twilight and I were talking she picked up my shirt and began inspecting it with an expert eye. 'I see the problem, darling. This material is notorious for being extremely uncomfortable to wear. Most ponies complain about it itching like mad."

"So... I need clothing made of a different material?"

"Well, yes and no," Rarity hedged. "Most clothing simply rubs our fur the wrong way, causing anything from a minor itch to severe irritation with increased exposure. Even the dresses I make are only meant to stay on for a couple hours at a time. Only a few rare, and therefore expensive materials are actually wearable for any considerable length of time."

"Yeah, like the Wonderbolts' uniforms," Rainbow cut in. "I think Spitfire said they were made from something called star-silk." At that, Rarity's jaw just about dropped fast enough to break the sound barrier. "Yeah, I looked up what they cost. Each suit's worth more bits than I make in a year! Intentionally damaging one is grounds for removal from the team."

"Star-silk can be damaged?" Rarity yelled.

"Apparently," Dash shrugged.

I was a bit lost here. "How strong is this stuff?" I asked.

Surprisingly, it was Sunset who answered. "A sheet of star-silk the thickness of the average cotton t-shirt is strong enough to stop a fifty-caliber bullet, easy."

Now it was my jaw that hit the floor. That was an insane amount of resilience for something so skin tight.

"Although I am not quite sure how accurate Sunset's assessment is," Rarity said. "It is quite strong. But it is not the only material that ponies can wear comfortably. If you would like, Ben, I could easily make you a set of clothing out of another material. It may not be as strong as star silk, but it will be just as comfortable to wear."

I thought about it for a good minute. On the one hand, Rarity was giving me an anchor to my humanity. On the other hand, it was a ridiculous concept. It is not clothing that defines humanity We just wore clothing because it allowed us to survive in cooler climates than we evolved in, and it eventually became the norm.

But, at the same time, if I gave this up, what was left of the old me?

In the end, I gave my reluctant reply. "It's fine... not like I'll need them anyways," Part of me felt like a large weight had dropped from my shoulders. I had finally taken a major step into my new life.

Another part of me, however, felt like I had just given up.

The evening found me lying awake in my bed. After the whole clothing fiasco Twilight, her friends, and i had spent a few hours chatting. Mostly small talk and the like, though Twilight did pop down to her lab to get her scanning equipment out. Thankfully it wasn't as invasive as her last test, but she seemed excited about the results.

Eventually, one by one, Twilight's friends made their excuses and headed for their own homes. My fur had continued to spread throughout the day. It had now spread down to my knees and elbows, and up towards my neck. If you watched closely you could almost see it spreading. Almost like watching paint dry. Twilight said that my changes had progressed more rapidly than predicted, and that they would be finished within a day or two.

So there I lay, alone with my thoughts, contemplating the future when the door burst open and Rainbow Dash almost sprinted inside. That's my girl, everybody. Subtle as a flying mallet. I almost didn't notice Twilight coming in as well, carrying a few bits and bobs from her lab.

"Hey Ben," she said, having stopped just before colliding with my bed.

I merely waved a hand in acknowledgement, still staring at the ceiling. I'd never noticed the unique design up there before now. It was almost hypnotic. Out of the corner of my eye I saw Twilight setting up some of her equipment. It looked like she wanted a more thorough scan of me. Joy. Thankfully it looked like she had left her more... intense equipment downstairs.

"You feeling alright, Ben?" The Princess asked me.

I sighed in annoyance. That question was starting to get old fast. "As I keep saying, I'm fine." I may have let some of my annoyance slip out. Just a little bit.

Rainbow Dash wasn't having none of that. "Yeah no. Sorry dude, but that won't fly anymore." She crossed her arms and gave me a level glare. "I know this is bothering you more than you say. C'mon, spill it!"

I groaned, annoyed t her pestering. "Why bother. It's not like bitching about it's gonna change anything," I said as I sat up, rubbing my eyes as I did so.

"That may be true, Ben," Twilight replied, "but you're our friend, and friends help each other."

"And you are helping, Twi," I retorted. "You're helping me understand what the hell is going on with my body! You've been nothing but supportive since the day I got here!" I took a deep breath, trying to get my temper under control before it became a problem. "All of you have done everything you can to help me. You've been figuring out this whole... thing. Applejack lent me an ear when I needed to vent, Fluttershy's first instinct was to comfort me, and Rarity offered to make me another set of expensive clothing just so I was more comfortable. The only one missing was Pinkie, but she probably had a good reason."

Rainbow snorted. "She's probably getting your party ready."

"Bingo!" I exclaimed, pointing a finger at Rainbow. "So don't worry about-" Before I could finish my sentence I was doubled over, an uncomfortable feeling in the pit of my stomach. It was like gas, but... different. I groaned as my insides squirmed and reshuffled, and I let out a yelp as I felt a sharp pain just behind my balls that lasted only a split second.

Rainbow Dash moved to hold me still, while Twilight hunched over her instruments. As soon as the new feeling started they had begun going off like fireworks.

Almost as soon as it came, the pain fled from my body, leaving me panting... and feeling slightly sticky downstairs. I looked down, assessing the situation. I hadn't cum, my penis was secure in its sheath and dry as a bone. But, as I looked down, I began to get a more general idea of where the sticky feeling was coming from. It was right below my balls.

Gulping with trepidation, I reached a hand down and lifted my scrotum. I stuck a finger past it, searching for the source. Once I touched it, I clenched my teeth and hissed. There was no longer a barren wasteland between my nutsack and asshole. Instead, there was a slit, and it was slightly damp.

It was official. I now had my very own pussy.

It didn't take long before the lightbulb went off above Rainbow Dash's head. She made a small noise of understanding, and wrapped me in crushing embrace.

"It's going to be okay, Ben," she whispered into my ear. "I'm right here. We'll get through this together."

"Can... may I see?" Twilight asked? I hadn't even noticed her get move away from her instruments, but she was standing right next to Dash and I, wringing her hands nervously.

I took a slow breath, and nodded. Dash pulled away, allowing me to stand up. I did so, a little shakier than normal. As I stood, Twilight gestured for me to turn around and lean over the bed. Doing so, I also flicked my tail to the side, giving both Rainbow and Twilight full access to my new... parts. Never before had I ever felt so exposed. It was a good thing Twilight was handling this situation with the decorum and professionalism it deserved.

"So.... awesome!"

Rainbow Dash... not so much. Twilight was on my side, however, and promptly swatted her upside the back of her head before continuing her examination. Give Dash some credit, she swiftly clammed up.

"Something's not right," Twilight muttered to herself. Guess he forgot that I now had pony ears, and they were a bit more sensitive than my old ones.

"What's wrong?" I asked, a bit worried as I looked over my shoulder.

"Nothing's wrong, per se," Twilight replied. "It's just... your transformation seems to have accelerated a little. Not much, it's still within the mean time frame. With this development, I think it'll be done by tomorrow morning. Mid day at the latest."

That piqued my curiosity. "Any idea what caused it?"

"No," Twilight replied. "There are too many variables to account for. Anything could've triggered the increased transformation rate; diet, stress, etcetera. The good news is that you are developing properly. Your vagina appears to be in good health."

"Yeah, great," I grumbled. "So what's next?"

"Well, obviously you're not quite done yet," Twilight said, reaching around to lightly tweak my still-human nose for emphasis. "But other than facial structure, you still need to express tribal characteristics."

"Hey, yeah!" Rainbow exclaimed. "Any idea what he'll be?"

Twilight opened her mouth to answer, but paused before she spoke. While she was gathering her thoughts, I turned around and sat on the edge of the bed. Rainbow Dash sat herself down next to me and reached over to give me a sideways hug.

"Well...." Twilight said, "It's still too early to tell with a hundred percent accuracy, but I'd bet money on it not being Earth Pony, at least."

I quirked an eyebrow in a Spock-ian manner. "You sure? What makes you say that?"

"Anatomy," Twilight explained. "Your body isn't nearly dense enough to be an Earth Pony. With a similar body size, I'd say an Earth Pony would weigh at least fifty-kilograms more, and even then I'd recommend that pony start eating more. Add to that the fact that you haven't been accidentally pulling doors off their hinges, and I'd bet good money that you'd become either a Unicorn or Pegasus."

"Sweet!" Rainbow exclaimed before turning and hugging me fully. "That means at least a fifty-fifty chance you'll get wings! Oh man, I can't wait to show you around my place."

I saw Twilight's eyebrow twitch, but she wisely decided not to launch into a rant on how statistics didn't work that way. As for me, well, to be perfectly honest I've been kinda hoping for Pegasus as well. I mean, sure, magic would've been cool, but flying would be even cooler! I always loved flying. My grandfather used to take me up with him when he flew an old B-17 at airshows. Let me tell you, the view from the nose of that thing was spectacular.

While I was reminiscing, Twilight went over to check her instruments. Her expression grew more puzzled the more she looked at them, before finally I saw the lightbulb go off above her head.

"Yes yes yes yes yes yes yes!" she shouted, jumping in joy. "I think I finally figured it out! I have a method that could prevent this in the future!"

That got my attention. "Really?"

"Oh yes!" Twilight exclaimed. "I'll need to double check my math, but if I'm right, Ben, you could be the last human that unwillingly gets turned into a pony!"

I couldn't help but smile. It was a bit too late for me, but if anyone else found themselves in my hoes sometime down the road, then at least they'd have a chance. "That... that's great, Twilight."

"Yes, but I better record this new data before I lose my train of thought," Twilight said as she gathered up her tools. Without ceremony she teleported away in a flash of light, leaving Rainbow and I all by ourselves.

Now that I think about it, that was the first time we were ever alone together since the whole transformation business started. That could've explained the tension in the air.

"Sooo....", Rainbow Dash started to say.

"Yes?"

"Well, when you were talking about how everypony helped you, you didn't mention me at all."

"... what?" I asked dumbly.

"No no, it's okay," Dash said, her ears lowering in a pittying manner. "I haven't exactly been there for you these past few days. I kinda feel like I abandoned you."

"Dash..." I said, pausing a moment to find a way to word this correctly. "You didn't 'abandon me', as you put it."

Dash just scoffed. "Please. I haven't even been around since that first day, and even then I was only there because we woke up next to each other."

"Oh no, you missed a day. How will I ever cope." My tone was flat enough to serve as a table. "This isn't exactly your wheelhouse, Rainbow. I don't blame you for not being there for one day. It's not like you missed out on anything."

"Yeah, nothing but you losing your anal virginity," she muttered. Guess she didn't realize that my ears were as sensitive as hers now.

I couldn't keep the trollish grin off my face if I tried. "Oh really, Dash? You wanted to be the first to fuck me up the ass?"

The look on her face was priceless. Too bad she wasn't drinking anything because the spit-take would've been glorious. "Y-you heard that?!"

In response I merely reached over and teasingly flicked her ear. She swatted my hand away and I wa forced to retaliate by going for her ribs. My delicate fingers made purchase and began their assault. Over time I had learned just about all of Rainbow Dash's ticklish spots and I was about to put that knowledge to good use.

She tried to fight it; to play it off like what I was doing wasn't having any effect, but I knew it was working. Her barely contained snickers were proof enough. After less than ten seconds she dropped all pretense and burst out laughing. Works every time.

Mission complete, I let up on my tickle assault, allowing Rainbow Dash to catch her breath. This gave her ample opportunity to launch a counter-offensive, an opportunity that she did not ignore. Without missing a beat she grabbed just underneath my armpits and reciprocated her earlier treatment. I didn't even have the willpower to resist and burst out in guffaws. Turns out my ticklish spots hadn't changed a bit despite everything else.

Rainbow Dash was merciless in her assault, not letting up even when I fell over onto my back. She followed me down and kept on tickling, now focusing on my ribs just under my tits. I didn't even recognize the compromising position we had ended up in; me on my back with Rainbow Dash between my legs just shy of groping me. I figured it out pretty damn quick when an errant movement resulted in Rainbow's hand landing on my tit and giving it a firm squeeze.

A sharp intake of breath later and fun time was over. Well, it looked like it would lead to more fun time, but this portion was over. Rainbow, to her credit, looked apologetic.

"Ah, jeeze, sorry about-"

I interrupted her by pressing a finger on her lips. It was an accident, after all, no use getting all worked up about it. Still, such an act required retaliation. So, I grabbed her tits in kind. She bit back a moan as I continued to fondle her assets. Soon, though, she realized what I was up to and returned the favor. Pretty soon we dropped all pretense and were moaning like a couple wanton lasses.

Both our erections were rubbing against each other, adding to our pleasure as we continued to run our hands over the other's body. It was only a matter of time before one of us broke.

It was Rainbow who broke first. She pulled back and lined her cock up with my new slit. I had a feeling this'd happen the moment Twilight left the room. Old-me would've balked a he very idea of what was about to happen. The new-me, however, was only slightly hesitant.

Rainbow must've saw my trepidation for what it was, and she began cooing at me in a calming manner. "Don't worry, Ben. I won't hurt you."

I take in a lungful of air as I close my eyes. Dash is rubbing her tip against my lower lips, teasing me. I hadn't noticed how wet I was getting until now. I take a few more calming breaths and I open my eyes, giving Dash a quick nod.

Rainbow Dash smiles back at me. Ever so slowly her turgid member presses forward, parting my lower lips. I gasp, causing Rainbow to pause before she can even get the head in. She's about to say something but I wave her off. It doesn't hurt, per se, but it wasn't exactly pleasant just yet. Soon, the unpleasantness fades and I gesture for Rainbow to continue.

Slowly, she continues pushing herself inside until her head passes my outer lips and I let out a moan. I'm left panting as Rainbow pushes in even further. I now knew how the other side felt and it was amazing! Don't ask me to describe it, because I couldn't think anything beyond 'wow', 'holy shit', or 'fucking awesome' at the time. Then the head of Rainbow's cock brushed up against a certain spot at the halfway point and it was like fireworks went off in my head. I'm pretty sure that Twilight heard what we were doing. Hell, I'm pretty sure Applejack heard all the way out at Sweet Apple Acres. Turns out that a g-spot orgasm makes me scream like a banshee.

It was in the middle of that orgasm that Rainbow finally bottomed out. All of her cock was burried deep inside me, and I felt so... full. Don't look at me like that, it's the only word that works here. I certainly hadn't felt like this when Twilight was pounding my ass.

Then Rainbow began to pull out, and I let out a whine as I felt her leave. I wasn't left in a lurch long; she had only pulled out halfway when she thrust back in again. Her hands kneaded my breasts, adding to my pleasure as she slowly, rhythmically began thrusting. Her pace quickens every other thrust, and it isn't long before she is going at my pussy like a savage beast.

I am beyond cloud nine at this point. I have lost count how many times I've cum. Strangely, my cock hadn't shot its load yet, though it was leaking pre like a faucet. Not like I was in my right mind to notice such things at the time, really. All I noticed was my shaft begging for attention. Dash couldn't help, her hands were busy kneading my tits. Instead, I reached down and took matters into my own hands, pumping furiously at my meat. The dual sensation of being fucked in my pussy and stroking my cock was swiftly pushing me to the point of no return.

"I- I'm close," I shouted.

"Me... me too," Rainbow replied.

That was all the warning I got before Rainbow' hilted her flaring cock. Within moments I felt the first blast of cum painting my inner depths white. That threw me over the edge one final time. My own cock flared and jets of cum shot out, hitting Rainbow in the face. The first rope overshot and landed on her rainbow mane, while the net crossed her closed eyelids. The next couple went a bit lower, landing in her open mouth and on her chin.

As our respective climaxes receded, Dash pulled out of my abused cunny, allowing I reached down myself and scooped up a bit of our combined fluids, bringing them towards my face. Without hesitation I began to lick my fingers clean. My word, it tasted amazing. Like a combination of Rainbow's distinct strawberry flavor and something else I couldn't quite identify.

"Ah!" I cried out. Turns out Rainbow Dash had the same idea as I, only instead she had gone directly for the source. She began to lick my pussy clean of our issue and I was slowly getting herd again. But, before she could go too far, Rainbow stopped. With a moment to catch my breath my lngth went back down. I was now fully spent for the evening.

"That..." I began, "that was.... awesome."

"That it was," Rainbow replied with a smile, giving me a nod. "Think this is such a bad thing still?" she asked in jest.

"Not in the slightest!" I replied, only somewhat seriously. Yeah, it's gonna suck not being human anymore, but if having a vagina meant sex felt that good, it was a decent trade off.

Rainbow snuggled up against me and ran her hand through my mane. I involuntarily shuddered every time she accidentally brushed up against my ears.

For a few moments we just lay there silently, basking in the afterglow. I couldn't keep the dreamy grin off my face if I tried. Between the two of us, nothing else mattered at the moment.

It was Rainbow who disturbed such a peaceful moment. "So, tomorrow's the big day. Anxious?"

I grimaced. Rainbow Dash ladies and gents. Subtle as a flying mallet. "A little," I answered.

"Don't be," she said. "No matter what happens, I'll be right behind you the whole way."

"So long as you're not staring at my ass the whole time," I quipped.

That earned a snort of laughter from my girl. "Hey, it's not my fault you have a nice flank. A work of art like that needs to be appreciated."

My face went red as I laughed at that. She may not be subtle, but Rainbow definitely knew how to put me in a good mood.

We soon lapsed into a companionable silence. The day's events had finally caught up to me and my eyelids were feeling heavy. Rainbow must've been feeling the same way, because I heard her cute snoring just behind me. I simply smiled and let sleep take me. No matter what tomorrow would bring, I would face it on.

Author's Notes:

I swear, I'm addicted to world-building.

We finally had it. The penultimate moment of Ben's transformation. It was only right that Rainbow was there for it.

Next chapter we finally learn what he's changing into. Y'all have given your feedback and I have made my decision. Earth Pony was nixed right off the bat because, frankly, I think a story about a human turning into an Earth Pony has much less potential than the other tribes. Yeah, super strength, woo hoo, but that doesn't hold a candle to the ability to fly or cast spells, imo.