What?” I squeak, voice choked with panic. I finally found Holly alone, without Lucy, and everything is going horribly wrong! I’m at a table in the back section of the barn with Holly, the red and green bat pony, and nobody else around. My friend is looking at me with a disapproving, yet resigned expression in her warm, brown, slitted eyes. Because she knows. Because I did the thing with Holly and Lucy, and she did and— and Holly did, and I—and Holly and—and I’m a pony, and everyone’s a pony and now it’s all falling apart!

“Lucy said you were telling her all about this thing called Metal Gear,” Holly continues seriously, leaning on her furry little elbows forward on the table, while my terrified brain tries to recover my ability to make words, “But you didn’t exactly tell her I was the one who told you it was an all terrain nuclear deployment mecha.”

“Yeah I—I mean I—” I stutter ineffectually.

“Meadowsweet, were you trying to get us to be friends with each other?” Holly asks dangerously.

“No I... yes I...”

I don’t know how to fix this! My ears just... drop the rest of the way and I tell her, “I messed up. Oh no, I ruined everything...”

“You sure did mess up,” Holly says in a hurt tone of voice, her own ears going back, “What were you thinking?”

“You can still be friends,” I urge, surging at Holly desperately, “You’re not mad at her, are you?”

“Mad at her?” Holly squeaks in outrage, “I’m mad at you!”

“Mad at me?” I reply, pulling back in tearful confusion, “Why?”

“Because you set me up!” Holly shouts angrily.

“For friendship!” I retort!

“You lied to me!” she insistently protests.

“I had to,” I tell her urgently, “Otherwise it wouldn’t work!”

“You... you...” Holly tilts her head at me, “Wait, otherwise what wouldn’t work?”

“I was trying to... to help you make friends with each other,” I explain as Holly gives me a wary look, “First you needed to have a chance meeting, a-and that’s why I couldn’t tell you. Because then it wouldn’t be a chance meeting!”

“What does that have to do with anything?” she asks in incredulous outrage.

“It’s how it works!” I insist, “You have a chance meeting, and you hit it off right away, w-which I tried to do by helping give you stuff to talk about.”

“How what works?” she ask in exasperation.

“Making friends!” I reply. “And... and more than friends.”

“More than friends?” Holly asks, eyes widening.

“I was trying to get it so you could slowly grow closer together, and then you could be...” Scrunching my eyes shut, I admit hastily, “Then you’d fall in love with each other one fateful night, and then you’d know she was the one for you.”

After a pause I crack open an eye and add, “The one, or three I suppose.”

“Meadows, I don’t think it works that way,” Holly says wearily, “Why didn’t you just tell me?”

“What do you mean?” I ask in confusion.

“You know, being honest?” Holly says in a strained voice, “Telling the truth to the people you care about?”

“If I did that, then you would feel like you were obligated to be friends with her, for my sake,” I reply in my own hurt tone, “She wouldn’t be your friend. She’d just be... Meadowsweet’s friend.”

“Well that’s not... I mean that might happen, but it could get better... I think?” Holly retorts uncertainly.

“I wanted you to... to really love Lucy,” I insist, “To touch her heart like you can touch mine, a-and touch other things.”

Staring at me in blushing horror, Holly stretches forward and whispers into my ear, “She’s the mare you’ve been thinking about having sex with us?”

Looking at her in puzzlement, I say, “Yeah, I just think she’s really nice, and pretty, and Sue likes her.” Sighing, I sink my head, “But I screwed it up. I was trying so hard to trick you, and I just... failed. I wanted to make sure you loved her, before we tried to do anything... intimate with her.”

“Honestly, I... think that maybe we shouldn’t just talk about this...” Holly says, glancing down. “I–it’s kind of private.”

“Well, maybe it shouldn’t be,” I gripe at her, “Lucy needs you to love her!”

“No she doesn’t,” Holly protests, “Why’s she need me to love her?”

“Because then the rest of us can...” oh god I shouldn’t say this, but how to I tell her without saying it? There’s no one around except me and Holly, so I guess I could just to confess to her.

“I want her to have sex with us,” I urge Holly, “I don’t want to have to split myself between everyone and Lucy. I need you to help me m-make love to her—”

“Oh my god Meadowsweet, stop talking!” Holly says, blushing horribly as she stares at me in urgent shock.

“No, I’m not gonna stop talking,” I retort angrily, “This is important! I’m not just talking friends. I w-want her to stick her tongue in me! And in you, too! And Lucy needs a stallion, like Sue! I promised not to tell why this is true, but I know Sue would love to have sex with her.”

Looking upset at Holly, it looks like she’s going to leap forward, storming off past me in a hail of tears, so I tell the panicking bat pony fast as I can, “And Sue wasn’t mounting Lucy, because he was afraid of hurting you! But I don’t believe that you couldn’t share him, and he could be with all three of us. Holly, you’re strong, and wonderful, and I think Lucy would love to be with you, as soon as she finds out that thing you do with your tongue when—”

Holly leaps forward, slamming me on my back and covering my mouth with her forelegs, hissing, “Stop talking! You don’t understand! Lucy is listening to us right now!”

W-what? But Holly’s by herself! My mouth blocked by furry green forearms, my eyes search the room, but I don’t see Lucy anywhere in the area. Then Lucy crawls out from under the table Holly just leaped over, blushing from head to toe, as much as a unicorn with sorta pink fur can so do.

“S-sorry, we thought you might be waiting to talk to Holly alone,” Lucy mumbles, looking every which way except where Holly has me flat on my back with her hips squarely pressed against mine. “So I figured if I hid, you’d s-stop hiding, and talk to us. Her. Um.”

“I’m so sorry, Lucy,” Holly says, eyes shaded in shame as she crouches on top of me. She pulls her forehooves away from my mouth to brace them on my chest and to settle her butt on my butt. She ignores me, turning her head behind us at the unicorn, saying apologetically, “Meadowsweet is just... she’s really amazing I swear, but...”

Holly doesn’t seem to understand how to finish that thought.

“I know I’m an idiot,” I groan, flopping my head back against the floor. Holly’s tail twitches above mine, as a hot trickle of... oh dear, I don’t think that’s sweat that dripped from her pelvis to trickle down me down there. We’ve been... talking about lewd stuff for a while, haven’t we.

“I... I just wanted things to happen naturally,” I say nervously, trying to ignore the bat pony sliding her junk ever so slightly against mine. Shifting just to accomodate Holly, I say, “A-and then I go and offend you with my stupid mouth. I’m just not smart enough to do it right. I can’t stop thinking about s-sex, and I keep talking about it, even though I shouldn’t.”

“Could you two uh... stop rubbing your hips together?” Lucy asks guiltily, “It’s kind of distracting.”

A moment of realization, and Holly practically rockets off me, as we both scramble to our hooves, blushing so bad that between the three of us alone, the Red Cross could complete a blood drive.

Once we’ve stood there silently long enough for some of the blood to return from our faces to our brains, Lucy says, “I... I’m not saying no. I mean, it’s just a little much. I just... need to think about this.”

“I understand,” I say, ears low as I duck my head before her.

“It’s just I’ve never... been with a... I mean I’ve never been with other girls before,” Lucy continues, giving a nervous laugh, “I know I seem all wild, but I really don’t even know if I could... feel that way.”

“Holly or I could probably show you,” I tell her honestly, ears perking up, “There’s a lot of cool tricks that two... females can do.”

Nodding, Holly says, “Plus if it helps, neither Meadowsweet nor I were female before this. So it wouldn’t really be gay.”

Lucy’s blush returns with a vengeance at that, as she stares at me and Holly with a renewed shock.

“And we have Sue,” I tell Lucy quickly, before my and Holly’s illegitimate femininity can scare her off, “I mean, we don’t have him, but he is sort of with us, and he used to be a girl. You could be with him... I mean, if he’s okay with it. But I know he will be.”

“That might not be a good thing,” Holly adds, ears drooping again. “Me and Meadowsweet are probably preg... probably gonna get pregnant, I guess. If you were with us, he’d p-probably make you pregnant, too. Sue doesn’t have a lot of restraint, especially since he turned into a guy.”

“Think! I have to think about it!” Lucy blurts out, snapping out of her astonishment trance or something. “Have to think about it by myself, I’ll um...” she says, looking frantically between the two of us, “I h-have to go.”

Then she charges past us, out of the room.

“That couldn’t possibly have gone better,” I groan, looking after her, “What was I thinking...”

“Just... next time tell me, okay?” Holly says, looking at me with the hurt, conflicted look of a sympathetic disapproval. “Before you set me up to... try to fall in love with anyone else?”

“Y-yeah, I... don’t have anyone else in mind,” I tell her despondently, “I just... I thought I was so smart, and now I don’t, so I’ll try not to do anything s-smart again.”

Nuzzling me comfortingly, Holly says, “Meadows, you keep saying you’re an idiot, but you’re one of the most brilliant people I’ve ever known. I don’t know what’s wrong with you, but you are not an idiot.”

I dunno what to say to that, so I just duck my head under hers, and just kind of... let her cuddle me between her neck and her wing. Well one thing leads to another and she soon brings me to a squealing orgasm, muffled by the fact that like hers in mine, my snout is also buried in her moist crotch. But the important thing is, as much as I mess up and fail, Holly’s there to help pick me back up again.

Between our flying lessons, and our magic lessons, soon the entire town is helping with the weather, and with... magic stuff. Before long, it’s honestly embarassing how much food my group has available, because people just keep helping us out and practically giving us their gardens, even after they learned all the basic stuff I or any other pony could teach them. Gratitude goes a long way I suppose, when you can stay in the nearby vicinity of the person who helped you.

We’re also the ones who spearheaded the hunting effort. Nobody’d even tried to go after the cows before we got here. I’m pretty sure Twilight Sparkle didn’t teach any of us about hunting, but... she did teach us about fighting I guess, and apparently flight? I suppose if she was a changeling, then she’d know how to teach people how to fly, but I don’t really know what she is at this point, beyond somewhere else, hopefully very far away.

So magic, flying, fighting and hunting, and... soil cultivation. What else did Twilight Sparkle accidentally teach us? It’s infuriating that she’d just betray us like that, twice! We never asked for it, she just... threw away all this gratitude that everyone had for her. The entire town is thanking us for helping them learn to live as ponies, and Twilight Sparkle threw that all away! Why? What does she stand to get out of it? Who is she searching for?

Me, I’m walking around the town again with nothing in particular to do, searching for nopony in particular. People are much more active than when we arrived: everyone’s more well fed, and walking, and flying a lot better. The park’s getting to be more of a popular grazing spot than anything. I don’t understand why this pony thing happened to us, or even if it’s a good thing, but I don’t think we’re doing too badly.

Honestly I don’t know what I’d do if I was a human again. It feels so... natural to be this way. My transformation has been complete for so long, it feels weird to imagine my legs with more than one finger each. I’m just some dumb pregnant mare who’s having a very odd pregnancy that doesn’t really feel like a pregnancy. It’ll start feeling like a pregnancy in eleven months or so, I’m sure! But that’s one month less than a year away, give or take a month or so. I don’t feel pregnant, but I had to have conceived sometime in the last three months!

Though we’re still pretty much avoiding the asphalt on hot days, a bunch of foals are using the huge lawn in the city park to run around on and play together. And there are a lot of foals. Too many foals. It’d be an idyllic scene I walk up to, but instead, soon as they see me, the foals immediately leave their ball rolling away forgotten, and turn to look at me with frightened worry, clustering together like a bunch of frightened kids.

But... if they were kids, they’d have no reason to look so frightened, apprehensive or ashamed, just because I saw them playing. So I kinda know what’s going on here, why they wouldn’t be comfortable with themselves even after being a pony for so long. It’s normal enough for me, but some people didn’t just change genders....

“Hey, can I play?” I ask brightly, trotting up to the ball and putting a hoof on top of it. “That looked pretty fun!”

“Ron was just kicking it, and I just was kind of... bored and started going after it,” a cute little blue filly with green hair says, in reluctant explanation. “It wasn’t anything crazy, just we started playing um... yeah, just like b-basketball or something.”

The ball is a volleyball rather than a basketball, but I still smack it with a hoof, then when it rebounds into the air, I catch it saying, “Kind of hard to play basketball without a...” I don’t get to finish though, because the foals are all staring at the ball in my upturned hoof going,

“Ooooh!”

“Oh, r-right!” I chirp, giving the ball a few little tosses, “Yeah ponies can um... balance stuff really well. You should try it. It’s not too hard.”

A yellow furred filly with long purple hair steps forward, lifting her forehoof up in the air like mine, saying, “Like this?”

“Just imagine balancing something on your hoof,” I beseech her, “That’s what I did. Just sort of... imagined it settling onto there, and not falling off any way. Then, it doesn’t!”

She stares at her own hoof intensely, and a little worried I’m doing this wrong, I carefully move my hoof close to hers, and then with a little toss, the ball lands squarely on hers.

She only holds it a few seconds, before it wobbles, and she says, “Woah...!” as her hoof tilts to overcompensate and the ball goes bouncing off away.

“S-sorry it takes a little practice,” I tell her sheepishly, “Keep it up though and—”

Then I get swarmed by a dozen foals all demanding, “Do me! Do me!”

I don’t really like to judge anyone here. Honestly I think the foals seem happiest of all of us, when they’re not ashamed of being foals. And it’s really sad actually, because after that um... educational lesson in ball holding, a lot of the foals are still asking where I came from to have such skills, so I tell them I’m with the out-of-towners and they all chorus with understanding. So I tell them,

“I don’t know if it’s because I was in that group! I don’t have that much of a head start on you all. Try asking some of the town people who got turned into adults. A lot of people in my group got totally mixed up turning into foals, and of course none of them were kids in the first place.”

“I was!” a pink pegasus filly with blue hair pipes up, beaming proudly.

“Johnny!” a blonde haired pink filly whispers harshly, blushing in embarassment, as the filly known as Johnny looks at her and says, “What? I was! And now you are too!”

“I... uh...” Johnny’s... friend looks at me, with a pained grimace that might have been an attempt at a nervous smile.

“Look, I have zero problem if anyone’s a foal, who wasn’t one originally,” I reassure her with a hopeful smile, “Even if you wanna just... run around and play with a ball.”

“It’s just embarassing...” she says, losing her smile and looking away. A pink filly with green hair walks up and bumps against the blonde haired one supportively.

“It’s okay dear,” she says, sounding like a kid pretending to play grownup, which is pretty much the opposite situation of what’s going on here, I think. “We’re all a little frazzled by this.”

Someone else giggles at that, “Hehe... frazzled.”

“Well I’m not frazzered,” the blue haired pink filly says, shaking out her wings and scampering up to those two. “I think it’s the best thing in the whole world. Mommy and Daddy are kids, just like me! There’s no bedtimes anymore!”

Blushing harder, the blonde one blurts out, “That’s... because we fall asleep anyway when the... there’s no point in staying awake when it gets dark, since you can’t see without a light!”

“I can see pretty well in the dark, actually,” remarks an earth pony colt in the group, with a few approving murmurs around.

“I don’t mind sleeping at dark, really!” the blue-haired pegasus says fluttering up into the air briefly in front of her former parent, “I wish you and mommy were pegasighs, so you could fly too!”

The blonde filly just glances left and right fearfully at the other foals and me, not even looking at her... daughter. Oh.

“Say, what’s your name?” I ask the blonde one, craning down to her level. A moment for fear to flash in her eyes, before I realize what I just asked, then I pull back and blush fiercely, stammering, “A-a-actually don’t tell me. Just... can I talk to you for a sec?”

“Me?” she squeaks anxiously.

“Can we have our ball back?” one of the fillies calls out. Oh, right, yeah... I kick the ball which I totally forgot I had, and the whole herd of foals goes scampering after it. Most are... really bad at running, but they don’t let that stop them.

The “Mommy” and the real foal are still standing there next to the filly I was addressing, looking uncomfortably at me, so I tell them, “Hey, can I talk just to her, just for a few minutes?”

The blue haired pegasus looks to the green haired earth pony questioningly, and “Mommy” says, “Okay, I guess? Catch up with us later Da—yeah.”

Those two go running off toward the crowd, and the blonde haired, pink filly looks up at me, as if receiving a death sentence. Which... is kind of understandable. So maybe I can sort of... turn things the other direction.

“Sorry, I’m just kind of embarassed by it,” I tell her alone, “I don’t wanna exactly announce it to everyone, especially... y’know... foals.”

Staring at me in confusion, she asks, “You’re embarassed? By foals?”

“Because some of them really are originally kids, and it’s just... they ask weird questions and stuff,” I say, and I’m actually blushing, jeez. I better just say it. “So, I... used to be a guy.”

The filly’s shining green eyes dawn in realization, as I add, “Sorry, it’s just the filly called your f-friend Mommy, and I figured... well, it looked like you were embarassed. Are you the uh... Daddy?”

“Y—yeah, it’s... weird,” she says in a trembling voice, looking away, “I don’t know what to do about it.”

“Well, I was just thinking you could try doing what I do,” I offer.

Still not looking my way, she perks an ear at that, possibly consciously.

“Nothing,” I explain, with a smug toss of my mane. Wait, she can’t see my mane. Shit.

It takes her a moment to realize I’m not saying any more. “Nothing?” she asks, looking up at me in confusion.

“I’m not doing anything!” I declare, with a very serious smile, “I’m just doing whatever I want to do, and sometimes I’m acting like a girl, and sometimes not I guess, but I’m never trying to act like a girl. Or a guy. Or... whatever you want to be.”

“A... guy,” the filly cautiously asserts, “An adult. I should be... protecting them, and I just wanna play with them, and it just feels... scary to try to be a good father. I just get scared, and I don’t feel strong anymore at all.”

“I can’t say I know what it takes to be a good father,” I admit, looking over at the foals with the ball, “But your daughter seems happy enough. And um... wife, I guess?”

“Both of them are taking it better than me,” the filly says glumly, “Even Johnny, he... I–I’m not the only one on in our family who switched um...”

Gulping, I reply nervously, “Her too, huh. I mean... him, or her, or... whatever you want me to call her.”

“I don’t know,” the filly says shyly, even a little resentfully as she scrapes idly at the ground with a forehoof.

Looking at her with concern, I ask, “Do you... have a pony name?”

“A pony what?” she asks, looking up at me cluelessly.

“We’re ponies,” I explain, “From the My Little Pony show. And they all had pony names, which fit them. Or... fit their world at least.”

“I never even saw the old cartoon,” she moans, stomping, “It was just a stupid little girl’s... no I never saw it.”

I actually didn’t ask if she did, but what I say is, “Some people are taking new names that fit their... gender and um... tribe I guess. Like a friend of mine is named Holly. She uh... had a guy’s name before that.”

“Oh no, I’m not gonna just give in to this,” the filly says with a furious stomp of her little hoof on the grass, “It’s not fair that this happened, and I want to change back!”

“No! I didn’t mean it was a good thing that you were a little filly,” I tell her in alarm, while she blushes at that and shrinks back, “No, I just meant a name to help you feel better and make it less embarassing. Like my name’s Meadowsweet, and originally it was... um...”

...

Dammit, brain. Stop being so enchanted!

“Arnold,” I cautiously enunciate. Before she can laugh, or scream in horror or whatever, I hastily add, “But I never said I was okay with this, or that I wanted to be a girl pony.”

I suppose I’m technically lying, since I have said I wanted to be a pony before, but I definitely did not say I wanted to be a girl. I screamed it, when Holly did the thing with her tongue, which is completely different from saying it.

“But I like to call myself Meadowsweet,” I conclude, “Because I don’t have to tell people I’m not really a girl. It makes me feel... better about being this, as long as I have to be a girl anyway.”

She actually stares at me speechless for a moment, and I don’t think she’s giving me the look. Is she?

“I-it’d be way too weird,” the filly grumbles, looking away again, “What, am I some kinda hippy who calls himself Meadow...sweet no offense I mean.”

“None taken,” I reply easily, “You should’ve seen how much of a hard time people gave me over that name when I was a kid. Ponies do have kinda nature loving names. Mine’s like... a flower, or something. A lot of names are flowers, because flowers are delicious.”

Okay now she’s giving me the look.

“What?” I whine at her confused leer, “You should try them! They won’t be around once Fall comes!”

“I... I suppose?” she replies very cautiously.

Clearing my throat, I continue, “Anyway, my point is I think you’d feel better if you didn’t have to call yourself uh... your real name, when you’re in a group.”

“...Darryl,” she says miserably.

Looking at the group again, I ask, “How many of them know?”

“N-none, well just my wife and... Johnny,” Darryl mumbles.

“So, none of them know what to call you at all?”

“I–it’s fine,” she says unconvincingly.

Looking at her again, I consider the broadly curvy hair on the filly, as opposed to my kind of bouncy... curly-ish hair. And her colors, sort of blonde and pink...

“How about Lily?” I suggest.

She stares for one more moment, before her snout scrunches up in hot-blooded embarassment, and she mumbles, “That’s a stupid name.”

“Hey, if you had to pick a pony name, it’s not a bad one,” I counter, “You’d be okay around a pony whose name was Lily, right?”

“Yeah I guess,” she says, giving me a less than enthusiastic look, “Why that name though?”

Shrugging, I say, “I don’t think it matters really, as long as it’s not y’know... embarassing. I wouldn’t name you Schmoopy Poofkins!”

She can’t hold back a giggle at that.

“You don’t have to tell everyone,” I tell her, “But just in case someone asks you what your name is, just say it’s Lily. And if they ask about it, say it’s a nickname a friend gave you.”

“Uh huh,” she says shyly.

“Because I just did, right Lily?” I say, giving her a wink.

Lily doesn’t say anything, but gives me a teeny little blushing smile.

“So uh, that’s all I wanted to talk to you about,” I say to this adorable filly, who doesn’t look like she ever used to be a man, “So let’s go join the other kids, okay... Lily?”

“Yeah that’s... fine,” she says, looking longingly at the group of distantly squealing and laughing foals. “L-Lily’s not such a bad name,” she remarks as an afterthought.

“I can call you Darryn, if you really want,” I say with a reluctant wince.

She just smiles up at me though, and says, “No, Lily’s fine.”

So I take a few steps in that direction, and she follows, then I speed up to a regular walk, not going any faster as she’s not only less coordinated, but has shorter legs to keep up with me. And soon I’m sort of... bounding around while the foals try to hit me with their ball.

I let them hit me a lot. ♥

So... another reason not to travel across the country, apparently there are bandits now, not that I ever learn anything about that. How there are bandits, I have no idea, because how is any of us going to carry something valuable with us, when we don’t even have hands to carry it with?

“Did you hear?” says Phillip, an earth pony who used to work at the feedlot says, with wide blue eyes. These days she’s working with the weeding committee, because as the town vote decrees, one of the few things totally unpalatable to us being English Ivy, we gotta keep that stuff from eating our new vegetables.

“Millicent got robbed!” Phillip says, shaking her head in bemused disbelief, “With all that’s happened to us, who’d be resorting to thievery at a time like this?”

“Someone who was hungry, I imagine,” I tell her, after spitting out another mouthful of withered ivy. “We’re so lucky that everything’s been going so well here. I’m sure other places are just swallowed up in death and violence. People might have to prey on each other just to survive.”

“Yeah, I suppose,” she says, kicking the vines loose from where they bored holes into the concrete. Because I guess english ivy is this mutant monster plant that nobody ever told me was this nasty. I just thought ivy was pretty before now. “I was kind of surprised when people just... started growing food like that,” she says, “And just giving it away.”

“It’s just temporary,” I venture, giving the red furred tomato pony a thoughtful regard, “And it’s not like anyone’s been giving someone all their food.”

“Still, it’s weird,” she says, tossing the ivy into a growing mountain of dead ivy we’re accumulating. Seems like more than it is, since a human would probably find the pile about knee height at most. Doesn’t take much for something to start getting close to taller than us, when we’re little ponies. “I guess it’s this weird earth pony thing,” my vaguely friend says, “Like, we’re super good farmers or something.”

“I haven’t done much farming, but yeah, I don’t think this ivy is going to be growing back,” I reply, looking over the half-emptied yard that had been just full of it not a few hours ago. “So I guess we’re also super good... anti-farmers or something.”

She titters at that, saying, “When my momma told me I had a black thumb, I never thought it’d be a hoof.” And lowering her head, with a toss of her neck, she throws another heap of ivy onto the pile.

“It doesn’t feel like magic, is the thing,” I say, breaking up the soil around some stubbornly deep roots, “It’s just y’know, you stomp your hoof... right, and it does this.”

“Not like it’s only earth ponies, either,” Phillip replies, “I think like three people decided to start putting gardens on their roof, now that they got the wings to reach up there. And stuff just grows, when you water it!”

With a wry nicker, I say, “I’ll maybe be impressed when they start planting gardens on top of clouds.”

That’s how I hear about our bandit problem, and it takes me like ten seconds to completely forget about it. I probably should be attending town meetings, and listening to politics and decisions or whatever, but I have other townspeople to help deal with any bandits, or other violence, so I don’t have to worry about that.

I have a small town’s public library to help deal with the new awareness of my biochemical femininity. I have a town inundated in cows, who’s constructed a solar powered meat locker, so I don’t have to worry about getting enough to eat. I have a stallion, and an... extra stallion who I shouldn’t have, who can both help cum inside me. But there are things in my life that nobody else can help me with, things I’ve gotten myself into, things like Lucy.

I shouldn’t even want Lucy in our group. I’ve got way too much time to fuck Rachel on the side, as it is! I shouldn’t want... more time with Rachel, that Lucy could possibly give me if she’d help with Holly and Sue. And I especially shouldn’t want Lucy for the beautiful unicorn that she is. Am I just projecting my love of Twilight onto her? Because it’s really easy to do so!

Of course I’m the one who Lucy comes to, after what I went and said about her. Not knowing she was there, I blindly told Holly that I’d basically want to violate Lucy in the lewdest way possible. Like I was some kind of.... vile temptress? What do you even call a girl who accidentally turns someone on? Succubus? I can’t think of any word that applies, that doesn’t imply I was secretly doing it on purpose, which I was not!

I wish Lucy could’ve come to someone not-stupid like Holly. But I’m the one who’s here, and Holly’s nowhere to be seen, nor hiding under any tables. Lucy comes to me, and she’s not particularly subtle about it. It’s pretty clear she’s been “thinking about it” for quite a while. She staggers in, her heady musk quickly suffusing the air, late for helping me with the dishes, for understandable reasons.

“You okay, Lucy?” I ask, as she struts up to the sink, and starts silently rinsing the dishes that I’ve already soaped up.

She doesn’t answer at first, just standing there staring at her dishes being rinsed. But after a while, Lucy asks tensely, “So what’s it like?”

I blink at her, and she adds, “Being a girl.”

Oh.

“It’s... hard to say, really, because I’m a pony,” I tell her, soaping up some more plates, “How do I know I wouldn’t be feeling just as weird if I turned into a pony, but stayed male?”

“I know, but...” she says pensively, “Y-you can still sort of tell, right? Like... how’s it different between your... legs?”

“Oh, um...” I have to think a moment as I wash, just to tell her the difference without taking three hours to explain. “Well uh... I don’t have a penis,” I venture.

At her sigh, I hastily add, “I–I know that’s obvious, but what I mean is it’s weird not having one. I should have a boner, but there’s nothing to boner. I just get... squeezy and melty down there. Sometimes it feels like a boner, but there’s just nothing there. I guess it’s... what makes it so I can wink and stuff. Which is a horse thing, not a girl thing, sorry.”

“No it’s... it’s fine,” Lucy says tensely. “Could you—”

I just look at her pensively, as I toss another dish into her magic. Is she... coming onto me? She’s still doing the dishes automatically, but with how unicorns work, I’m pretty sure she’s still concentrating fiercely on what to say to me, despite also rinsing off these dishes.

“Could you show me how to—I mean, how you— how I could...” she says haltingly, finally managing to get out, “How I could... be with you? And Holly? Like, lesbian s-stuff? N-not really lesbian since you both used to be guys, but I’m just curious how it...” she bites her lip then, blushing and considering, before asking, “How you compare, to... me?”

“What do you mean?” I ask, waving a soapy hoof and quickly confirming, “No, I know you mean sex. But what do you mean ‘compare?’”

“Well I was...” her blush deepens, “Born a... girl. A-and I want to show you how I feel and... and see how it’s different.”

“O-oh,” I reply meekly, looking back to my dishes. I have to keep working while I talk, unfortunately. I wish I could do these things automatically like Lucy. Then again, I can’t really afford to subdivide what little brain I’ve got.

“That’s something I’ve been curious about too,” I say quietly. “Because you started out female, so you’d know any differences that are just due to being a pony. We could figure what differences are making me a girl, then.”

“Yeah that’s...” she dips a few plates, “A good thing to figure out, I guess...” Lucy concludes, dissatisfied.

“Hey, you ready for another set of dishes?” says a blue pegasus mare named Nate, descending from the sky with another bin full of them.

“Just add them to the pile,” I groan entirely too cutely. “There aren’t any more, are there?”

“Not for lunch,” Nate says, landing and placing the bin next to our other mostly empty bins. “Hey, thanks for um... doing these. Can’t be fun to do a hundred people’s dishes.”

“Yeah, but there’re like a hundred of us,” I reply, “So with us doing this, there’s a hundred people doing all our other jobs.”

Nate smiles at that, then flutters off, and once we’re alone, an unusually mousey Lucy asks, “C-can we meet after these dishes? Just us? In private?”

“...yeah, no problem,” I say neutrally, passing off a bunch of soapy bowls to her, “To um... talk?”

“Yeah... talk,” Lucy says, with a wince that might’ve passed off for a smile.

After the dishes, I hurry with that purple and pink unicorn, over to the private spot that Rachel once showed me, by the fence at the back of a car dealership. There, among the quiet, dusty automobiles, we can... talk, without anyone disturbing us, and without either of us getting a faceful of corn.

“Hey... Meadows,” Lucy asks as we arrive, stepping around to face one another, “You... really like me, huh?”

I fidget on my hooves way too long before answering her, but finally manage to blurt out, “Yeah, I do.”

“I... I can’t believe how nice you are,” she says, blushing and refusing to make eye contact, “Not only aren’t you mad, but you’d try to... share your boyfriend with me? After what I did?”

“What’d you do?” I ask in confusion, “You mean the one time you had sex with him?”

“It was right after we changed,” Lucy says with a morbid stare off past the cars, “We were still in the... the first holding area they shipped us to.” She looks at me a little scared, and says, “I guess he told you all about it, huh.”

“Sue... he really liked it,” I say to her, “You showed him what a... a penis feels like inside a woman. That’s just a really special experience for a guy.”

“I’m so sorry,” Lucy says, hanging her horned head in shame, “I should never have done that. It’s your right to give him that experience, not me.”

“I don’t think so?” I say leaning back from her a little, “It’s not like he hasn’t been there for me lots after that.”

“Yeah right,” Lucy gripes, an orangey pink ear going flat, “You don’t mean that. You’re so nice, it makes me feel even worse. You should’ve been the one to show him how to be a man, not me.”

“Me?” I ask in confusion. “Why would I have been the one to show him anything?”

“Because you’re his real girlfriend,” Lucy says, still refusing to meet my eyes outside of a frightened flash of green, “And I’m just some... stupid slut who couldn’t hold back. Y-you were just so afraid to have sex with Sue, because you used to be a guy, he was so frustrated, so I just... I showed him.”

“I wasn’t afraid to have sex with him,” I say in total confusion, “I didn’t even know him back then!”

Lucy does meet my eyes at that, looking at me in puzzlement. “You are Sue’s girlfriend, aren’t you?” she asks.

“Well, yes, um... sorta,” I say hesitantly, “We have been doing the whole... boyfriend/girlfriend thing.”

“And you were his boyfriend, before Twilight changed us into ponies?” Lucy prompts.

“Oh!” I exclaim, a light bulb going off in my head, “No, I’m not his real real girlfriend. Holly—I mean... yeah Holly is his real girlfriend. She was his boyfriend before all this, I mean.”

“Holly?!” Lucy exclaims in shock, “But she just...”

“We’re not... big on advertising it,” I tell her frankly, “I don’t really want her to have to deal with everybody knowing we’re all... deviant and stuff.”

Lucy seems even more confused by that, saying, “But you were...” She kind of trails off, staring at me in shock.

Before I can speak, she shouts, “You were trying to set me up with Holly!”

“Y-yeah, so that you could be together with Sue again...” I venture cautiously.

“I thought you were trying to set me up with you!” Lucy protests.

“Then why would I get you and Holly to do dishes together?” I whine uneasily. What I thought was we were gonna do it here! I’m not gonna force her, even if I really kinda... wanna... sit on her horn. But come on!

“No, before that!” Lucy protests, “When you were all... coming onto me and stuff, but not in a creepy way!”

“I... I wasn’t doing it on purpose,” I tell her sheepishly, “I wasn’t worried about doing stuff with you myself,. I wanted to make sure you were with Holly first, so you could have Sue again.”

Lucy looks at me another moment, before her blue eyes start tearing up and she wipes them on her forehoof, saying, “How could you do that? Nobody’s that nice! Y-you’re just trying to make us all... happy!”

At her accusation, I respond with an uneasy hoof lift, “I... yeah? Is that bad?”

“No, I just... I was hoping we could... do something right now,” Lucy says, trembling in place. “Not with Holly. O-or Sue. With you. ” Wait, she does want me? Oh thank goodness. I thought my nose was broken for a minute there. From the smell of it, Lucy’s alluring fluids are probably trickling out of her right now, and I don’t mean tears.

“Don’t worry, I can smell you,” I tell Lucy honestly, “I didn’t mean we couldn’t do it, sorry I meant...”

“Can’t we all smell each other?” she says in confusion.

“No, I mean... the special way that girls smell when we’re... horny,” I tell her, blushing at the thought of it. “You can smell me, right? J-just thinking about it makes me feel all... wanting to do it. I’ve been getting horny a lot lately.”

Lucy gives me a look, then inhales quietly through her nose. “I can smell you,” Lucy says, distantly, “I didn’t know what that was. So every pony knows when I’m horny?”

“I think so,” I reply conservatively, “I want you to be with Holly, and me, so that you’ll know it’s okay to be with Sue again. S-so you know I want it too, right?”

Lucy nods pensively.

“So that means I... wanna do something with you,” I cautiously explain, “Right now. I-I’ve wanted you this whole time too. I’m not just here to tell you to date Sue, though I hope you will. I came here, because you didn’t want to just... talk, and I don’t either.”

Lucy stares at me in indecision, then looks around at the great load of empty cars shielding us from the view of all but a pegasus who’d have to fly directly overhead. “I want to, really,” she says desperately, “I haven’t... been with someone in so long. A-after Sue, every guy was taken. But I don’t know how to do any of that... girl-on-girl stuff.”

“It’s pretty easy,” I tell her honestly, “I did it before with Holly. You just turn your back to me and lift your tail, and... then you tell me if I’m doing it right.”

Lucy does just that, and it’s interesting how the pink fur growing out of her skin doesn’t quite match with the pink flesh of her pussy, when it gives a big wink the moment she lifts her purple tail up to expose herself. “Okay, so you just...” she says tensely. Stepping forward, I touch the unicorn’s softly furred inner thigh with a hoof.

“That okay?” I ask, “It’s a bit much, to just... jump in.”

“Okay, okay, just... I can’t believe I’m doing this,” Lucy says, tail bobbing up again, instead of falling down like a purple paintbrush over my eyes. “You wouldn’t believe how much I... w-was thinking about you... today.”

“Oh I can believe it,” I say gazing in awe at her clearly dripping vulva, “You wanna do a lot more than just think.”

“P-please, I’m sorry, I just,” Lucy scrunches her eyes shut, piking her hips up at the light touch of my hoof, “I can’t hide it anymore. I want it, so please just... help?”

I sure as heck can’t say no to that! I immediately nuzzle her quim, and Lucy squeaks in surprise, which is fine. More firmly, I press the soft round front of my nose against her soft, hot entrance, just holding it there, until she stops shivering from the realization, then I pull away.

“Okay, so nipples feel pretty good,” I remark, leaving her pussy for now, lifting a forehoof to stroke the soft hairs along the inside of each of Lucy’s flanks.

“Yeah, they... they do,” she says distractedly.

“Let me know if there’s anything I oughta be doing,” I tell her, still softly rubbing under there, “Or if it’s not working for you, I really am new at this stuff.”

“Because you had a penis,” Lucy says hungrily, rocking against my hoof, “‘cause you were a guy, and now you have... pony boobs.”

“They call them teats I heard,” I reply, as she squirms under my subtle hoof, “Male ponies don’t have them.”

“They don’t?” Lucy asks, her rocking interrupted in surprise, still with my hoof cradling her soft round underside.

“No nipples at all,” I insist, pressing my frog against one of her nipples and flexing the... thing against it. “These are only there to produce milk...”

“Heh... you uh... you wanna produce milk,” she says, her tail shifting above my head, as she feels me down there. “Because you’re female now. T-this really does feel like touching your boobs, just to let you know, even if they’re between our legs. You can feel this.”

Holding one of her slight swellings with my hoof, I go to nuzzle between her legs again, and this time I stick my tongue out. My hoof pulls away smoothly, as I glide my tongue along her slit, up her belly, and around her nipples. Lucy stiffens at that, but doesn’t comment, and I lead her on for a while, just this soft deep stroking of her back there.

Then I pull in my tongue, again letting it drag right up along her slit again on the way back into my mouth. With a groan, Lucy shoves her hips back against me strongly, compressing my nose, and making me jerk back from her butt.

“Sorry!” she yelps, not turning around. “You’re... using your tongue, huh,”

“Oh you are gonna love my tongue,” I tell her warmly, “Ponies are totally OP.”

“OP?” she asks in confusion.

“J-just trying to warm you up to it,” I say smoothly dodging the subject. “So that you get used to my um tongue down there. I don’t have a penis anymore, so my tongue is the only thing that can...”

“No, okay, tongue is fine,” Lucy says, facing forward again, “It just felt really... slippery. On my ...pussy.”

Well, I return my tongue to her slit, at first only in slow licks up the insides of her thighs. But soon I’m happily in the center, spreading her, tickling her into winking, tasting her tart nectar. It tastes so much like Holly’s but so much not. The taste is basically the same, but my nose is flooded with not just sex, but Lucy.

“Oh, it feels... really like... I can’t even...” she says softly to nobody in particular, rocking in place.

I pull back to tell her, “Just think of my tongue like a wet sort of... penis,” then go back to lipping at her folds, squirming my tongue inside, to tease at the scrunched up entrance to Lucy’s vagina.

“A-a-are you gonna put it in me, like a penis?” Lucy asks anxiously.

I’d tell her I will, but my mouth is otherwise occupied, so I just force the tip of my tongue in her entrance, and then slide up deep into Lucy’s vagina as I can go. Oh, it’s every bit as wonderful as Holly. Lucy’s ovenlike heat surrounds my tongue, slimy and alive in there. I can feel her depths. I can taste her arousal.

Lucy squeals at that, and pushes strongly back against me again. “Oh jeez, you did,” she moans, “It is like a penis.”

Wishing I could talk, but not wanting to sound very silly, I instead shift my tongue to curl around inside her vagina, as a wide-eyed Lucy goes, “No... no that’s a tongue not a... holy crap...”

I slide my tongue entirely out of her, while Lucy rocks in place, murmuring, “Holy crap I’m... wanting a man in me, just like your... tongue dick.”

As I start licking along the inside of her folds again, she grunts, “Wanna... wanna dick. God, I’m fucking a... girl this’s so weird.”

When I cautiously probe her clitoris, her hips stiffen so sturdily, and the unicorn emits a squeak almost adorable enough to come from a bat pony. “You’re getting ready to have sex,” I tell her softly, pressing my forehoof into the flesh of her teats just a little. “You’re all ready for a man to put his penis inside.”

“Uhn... lick me please~” she moans, quivering.

“Wanna feel where Sue’s cum is gonna go?” I ask her slyly.

“What?” she replies breathlessly.

I smush my tongue up against her nether lips, and Lucy smushes them more, pushing back against me with heavy breaths. Sliding my tongue in deeply and decisively, a pleased murmur escapes my own voice, as I lip at her helplessly winking labia, and probe her deep within.

Yeah, that’s gotta be the cervix. It’s already kind of... openish.

“That... feels... something’s...” Lucy says, hardly able to speak from what’s happening to her in there. So with determination and a lot of practice with Holly, I squirm the tip of my tongue to wedge in Lucy’s cervix, then as she gives an intense squeal, I... stretch it wider, to force my way in. Her irony depths feel even hotter as the tip of my tongue reaches into that strange softness, while Lucy just makes these choked squeals, as if she’s trying not to make noise, but can’t .

Oh heck do I want to be her right now. Lucy’s passage is fluttering around me with the early echoes of an orgasm and I’m fucking buried in her as far as I can go. I am as wet as I can be, and I can’t even bother touching myself, it’s so important to me to make this mare feel incredible. While I squirm the end of my tongue all around the lush depths beyond her cervix, her strongly winking clit almost fucks itself against my lower lip. I reach up to stroke her nipple with a hoof again, when her inner flutters strengthen, then turn to powerful crushing clenches, as the orange/pink unicorn falls into a sighing orgasm.

Lucy soon stands there doing nothing, but within she’s clenching like a vice, flexing rhythmically around my tongue. I hold my face tightly against her rump, until I feel the flexing within start to ease. Moving my tongue strongly in her curiously quiescent womb, makes her grunt in intense surprise as the clenches pick up again, just enough to prolong the orgasm. And I’m certainly doing my best. If this doesn’t convince Lucy to give Sue a chance, I don’t know what will!

At last sliding my tongue out of her, it seems like Lucy hardly notices, though I know she does. But instead of putting it back in, I walk alongside her, to lean against her. Lucy moans and shoves her head under mine sideways, pressing her thick neck against my shoulders. Yes, I’m definitely going to say the front part of my body feels like shoulders. She continues to press her whole body sideways against me for... a while, but at last she starts to relax, and take her head back to herself.

She stares forward silently a moment, then looks to me in something between amazement and fear. “I don’t know what to say,” she says faintly, “That was... holy crap I’m a lesbian.”

...waitasec.

Author's Notes:

You turned your swag up too high, Meadowsweet!