We’re all sitting in a circle by the fireplace, trying to plan our next move here, and I can grip the cup of hot cocoa well enough by bracing it between my hooves, but it’s too hot to bring my sensitive pony lips up to the surface.

“This is so unfair,” I say bitterly, looking down at the wonderful smelling drink I can’t drink, and then back up at Mira. “You’re the only one of us who wanted to be a pony, and you don’t get to be one! Meanwhile, I have to sit here, and... and I can’t even stir it with a spoon to cool it down. Why didn’t it work on you?”

“First off, here,” Mira says, cruelly presenting me with a spoon. Then she surprises me saying, “No seriously, take the handle in your mouth, then you can stir it just fine, right?”

A few moments later I’m torn between resentment and embarassment as I sulk there, stirring my hot cocoa with a spoon held in my lips.

“You must be the prototype,” Nick says thoughtfully, regarding a yellow and green girl pony, who is me. He’s not having as much trouble with his cocoa, mostly because he doesn’t let it trouble him. Curse his insufferable willingness to just wait for it to cool down! “Maybe Twilight figured out how to make you contagious, but she hadn’t gotten to the point it’d spread beyond that.”

“She sure got to that point now,” I protest grumpily, leaving the spoon in the cup, “You saw the notes we managed to recover. She’s gonna turn a whole bunch of people into ponies in Baltimore!”

“And that’s just the start,” Mira adds in horrified fascination, “They are gonna be contagious then, and we won’t be able to stop it.”

“We’re just gonna have to go there ourselves,” Nick says frankly, “We don’t know who in the police is compromised. We might be the only people on this planet who know what Twilight Sparkle’s plans are!”

“She has no idea we know about this,” I ponder, sipping at my cocoa. Still a bit too hot... not terrible though. The spoon bumps up against my snout. “She thinks she took all the evidence with her. If she figures out we know, she’ll just change her plans, and then we’ll all be in trouble, with no way to stop her!”

“We have to take a subtle approach,” Mira says, “We’re only gonna get one shot at this. If we can surprise her in her hotel room, and stop that... machine. If we have an actual device she made, the police will be forced to believe us, the one who haven’t been taken over that is.”

“Only one thing to be done then,” Nick replies, sitting up straighter from eyeballing the evidence piled in the middle of the room, and addressing us confidently. “We’re going to Baltimore!”

Dragging an overstuffed suitcase in my mouth, a twist of my rather thick neck delivers it neatly into the back of the sedan Mira drove up into the garage.

“Hey did you remember your toothbrush?” she calls out loudly, from beyond the doorway leading out of the garage.

“I don’t even have hands,” I shout back, “And you expect me to brush my teeth?”

“Well, haven’t you been?” Mira says, poking her head in the doorway so she can speak in a more normal tone.

“Uh... yeah,” I say, sheepishly fidgeting there next to her car, “I just wrap my hoof around it.”

“Don’t forget it,” she repeats, then swoops back into the house. What does she take me for, a forgetty forgetterson?

Shut up. It’s a valid phrase.

It’s cool in the garage in the early morning. We had to get up before the sun rose, just to make sure we wouldn’t miss getting there on time. All packed up, ready to drive on to destiny, now a couple of ponies have to figure out how to wear seatbelts in this thing. It’s not the problem I thought ponies would have, mostly because I thought ponies would be... bigger. Me and Nick pretty much sit there with a seatbelt tecnically wrapped around us, but I don’t know how safe it is. We don’t need standing room in the vehicle, don’t need seats removed or anything. We just... sit on the chair cushions like a couple of gangly medium sized dogs.

“You’re getting good at using your mouth,” he remarks from under the blanket, as the car shudders into motion and Mira pulls out of the driveway.

“Shut up,” I grumble back at him from under the blanket, “Just because I can buckle our seatbelts doesn’t make me good at it.”

In order to prevent anyone from reacting with dismay and alarm at a bright green and yellow earth pony mare, and a purple maned grey unicorn stallion sitting in the back seat of Mira’s car, we took back a dark fuzzy blanket to cover up both of us. It’s nice and warm under here. Trouble is, now I’m smelling him. It’s not an amazing smell. Honestly he still smells kind of soapy and a bit damp from his shower this morning. But as the light of the morning sun falls over and filters through the fabric, this peculiarly enticing sort of spicy smell fills up our blanket fort, and when I breathe it in, it seems to fire right down into my groin.

“So,” I loudly declare, trying not to breathe too deeply, “Anyone up for a game of I Spy?”

Nick smoothly cuts in with, “I spy with my little eye, something yellow and green.”

...oh.

“Is it me?” I ask, my ears flattening out under the blanket.

“No, it’s the other yellow and green thing I can see!” Nick drawls, “Of course it’s you.”

“How about this?” Mira asks, “I spy with my little eye, something... square.”

After a few moments, I whine, “Mira! We can’t look out from under the blanket, either.”

We sit there for a while, stumped, while the car turns down the city streets, heading for the highway. “Okay, so... 20 questions?” Nick asks, at last.

Time passes, and 20 questions starts to get a bit more ...focused.

“Is it bigger than a breadbox?” Mira asks.

“Nope!” I declare, giddy in the assurance that they’ll never guess what I thought of.

“Is it animal, mineral or vegetable?” Nick asks.

“Animal,” I say, with a chuckle—I mean—giggle. 2 down, 18 to go.

“Is it a squirrel?”

“Nope.”

They waste 7 more questions on that line, at which point Nick asks in exasperation, “Are you sure it’s an animal?”

“I never said it was an animal,” I reply snidely, “I said it was animal.”

“Is it... multiple animals?” Nick tries.

“Nope.”

“Is it part of an animal?” Mira asks. One of my ears tilts aside.

“Y-yes,” I say, and they’re down to 9 questions. Dammit they’re getting too close...

“Does it have any bones?” Nick asks.

“Nope!”

“Is it found on a pony?” Mira asks, slyly.

“Uh... yeah?” I say, blushing hotly under the blanket. They only have 7 left. If I can just—

“Is it my dick?” Nick asks cheekily.

“Dammit Nick, how did you figure it out?!” I shout angrily.

“Wait, seriously?” he asks, pulling back in surprise, “You were thinking about my dick?”

“It’s kind of hard to stop thinking about it,” I grumble, trying not to imagine it pushing into me, and failing, squirming.

“And I thought Twilight was your one and only!” Nick crows, eyes glimmering with amusement.

“Well maybe she would be, if I wasn’t... this... mare,” I say with difficulty, “I keep having these thoughts, and it’s just... it’s just biology, okay?”

“Having all those womanly thoughts, huh,” he replies in amusement, “Can’t help but think of my manhood?”

“You’ve been pitching a tent for the last hour!” I shout in exasperation.

“Woah!” Mira calls back in admiration, “You’ve had a boner for an hour, Nick?”

“Don’t be silly,” he replies, shifting to swing his... his boner away from my general direction. “No man can maintain a boner for an hour unattended! C’mon, you were a guy a few months ago, Meadowsweet. You know how these things work!”

“It’s been going up and down,” I admit shamefully, my hoof rumpling the blanket as I cover my blush with it. “And I have no idea how my thing works, so it’s kind of a big deal.”

“Well, I can’t help it,” he concludes, “If you’re gonna keep smelling like a girl, I’m gonna have a reaction to it, simple as that.”

“Me?” I retort fussily, “You’re the one who’s been stinking up this blanket with your stupid hot stallion scent.”

“Neither of you can help with that,” Mira calls back, “So who cares? Just be smelly horse buddies.”

We both blush at that. Nick lifts a hoof, and says amiably, “For the record, you smell really good, Meadowsweet. I don’t mind it at all.”

“Of course you like it,” I say mutedly, “That’s the problem.”

“You don’t?” he asks, “Because I can—”

“No, I like it,” I cut in hastily, saying quieter, “I really like it, and that’s a problem. It’s making me want to have sex with you and...” I’m whispering now, as I tell him, “And my scent’s making you want have sex with me. It’s just hard to ignore.”

“Yeah, uh,” Nick says uneasily, “Dunno what to tell you. Sex is a lot more serious for you than it is for me. Sorry I guessed what you were thinking about, flattered as I am. You wanna go again?”

“No, you figured it out,” I tell him with a sigh, “You get to go next.”

“Alright,” Nick says with a gratified smile. He pauses, thinking carefully before saying politely, “I spy with my little eye something wet and squishy.”

“Fuck you, Nick.”

I shift my sensitive haunches, trying to ignore the tingly flowy feeling down there, like warm milk and pop rocks. I know what that means, after two months of feeling that way, but I’m afraid to ask for a shirt to sit on or something, since then Nick would know I want to be a mare for him, even if I get pregnant. If I told him, then I’d have to do something besides sitting in this tense silence, as our vehicle powers on toward Baltimore. I can ignore my... marehood, for now, but ignoring Nick’s stallionhood is another story.

A glance at his own hips shows his dark, flat-headed shaft peeking out again, growing longer and stiffer before my eyes. “Like what you see?” he murmurs in nervous amusement.

I blush and tear my eyes away from his fleshy tool, hissing, “I have to like it. I’m a mare now, remember?”

“Not every girl appreciates me getting an erection, I’d say,” Nick replies quietly, not even trying to conceal his own staring at my hips.

“I can’t help it!” I whisper back offendedly, “I can’t stop smelling you under here!”

“What do you think is making me so horny?” he whispers, laughing lightly, “I bet we could smell each other getting horny from halfway across the room.”

I don’t tell him how I was practically huffing this smell through the crack in the doorjam the other day.

“You two okay, back there?” Mira calls out in concern.

“We probably should get separate blankets,” I reply in a worried tone.

“Yeah, Meadowsweet here is getting horny from being trapped under this blanket with a stallion,” Nick says in all too calm amusement.

“S-shut up,” I tell him, squirming, “I’m not the one with a h-huge hard-on, so there!”

“You wanna have one?” Nick asks, staring at my groin again, “I could give you one.” I don’t think he’s... joking.

“Just like that, huh?” Mira cuts in from beyond the blanket, “I wonder if you’re in heat, Meadows.”

“I don’t know!” I declare back through the blanket to her, “I haven’t been... swelling or anything?”

“We don’t even know if ponies can get into heat,” Nick says, tearing his eyes away from my groin. “All I know is I’ve never wanted to... to fuck you more, since I changed into this thing.”

“Yeah,” I say in heated restraint, “I know how you feel.”

We sit there, waiting for Baltimore to come, and we don’t even want to stop smelling each other anymore. He smells so good it makes my lip curl. I want his spicy musk to surround me. I have to sit there shifting my haunches, so my... my labia rub against each other, and he’s a hair away from just masturbating right here. With every giddy inhalation, I feel wetter and emptier, and my scent’s making him feel the same way too, in its own way.

“You’re uh...” I say, checking his boner status, “You’re sporting a pretty good one, now.”

“Your hips are so gorgeous, you know,” he tells me a bit dazedly, “I don’t know how any guy could hold back against that. I just wanna take you and... and make you forget you were ever a man.”

“Oh Nick,” I whine tensely, “I don’t feel like a man, anymore. I’m trying not to want it, but it’s so achy and wet. I wish we could. I–I don’t want babies. What am I gonna do?”

“You don’t want babies, or you don’t think you should?” Nick asks skeptically, “If you could... grow a foal inside there, and give birth, would you want it?”

“I do, and that’s why we can’t,” I fuss at him, “Mira understands. She knows girls can’t just go getting... knocked up just because she wants to.”

“Hey, if you two want to go make some pony babies back there, go ahead,” Mira says in a little aggravation. “I think they’d be totally adorable.”

She... she’s letting me make... make myself pregnant back here? And they would be adorable, even if I’d have to shove them out my... oh why do I want to do that so much?

“Why do ponies have to be so horny?” I moan, not even trying to look away from Nick’s erection anymore. The one he wants to put inside me.

“M-maybe we could just a little,” he whispers anxiously, reaching for my rear. “Just a little.”

I try to tell myself it’s not just a little, but a whole lot. But I want it and he wants it, and he wants me. “I–I’ll get pregnant,” I say shying away, then not shying away. “It makes me wanna get pregnant,” I tell him, pushing my butt into his hoof just to be closer to him, then shakily standing on the car seat, pointing my butt right at him. “I wanna get a big pregnant belly and squeeze and g-give birth. The wetter my vagina gets, the more it needs to.”

Lifting the blanket with my tail, I tell him in a harsh whisper, “I’m... I’m making you do it. I shouldn’t stand like this, and...” I feel a flex down there, “And keep doing that,” I tell him desperately. “S-sorry... I can’t stop l-letting you into my...”

Then he’s on me, and weighing me down, and my rump pikes up against him because suddenly I want it so, so, so bad. The desire just flares in me, and it feels like I’m burning up between my legs. He’s hunched around my rear, a heavy, thick, male pony pressed against my back, strong arms gripping me, keeping me from running away so he can make me pregnant. I want to deny what’s happening, but it’s so satisfying, that I want it so bad. It just... happens to us. He can get his penis into me. I feel it. I feel his penis!

“Nick, your penis!” I whisper tightly. He s-slides it against me, until the tip presses flatly into my folds. If he gets that inside me, I could get pregnant! I think? It’s no reason to tempt fate, I try to tell myself, as his shaft rubs into my slippery center, and just sinks into me. We shouldn’t do this! We shouldn’t... o-oh no.

Nick sinks deep. I can’t stop it. My eyes half close, and my tongue slips out as I feel his dick push against me, and then just keep going, stretching me wide and making my senses explode for how it slides along my tingling flesh in there, opening me further and further inside. The tip of his penis mashes up against my depths, and he can go no further. With a shock I’m... I’m standing here with Nick inside me. I feel all around his turgid, shifting shaft, with a thick, muscular vagina that I can’t stop having.

It feels like I’m holding him, like I’m full of him. I feel so wet, drooling around him. It feels so good to push back, to wrap around him with my very, very feminine passage. “Pull that... thing... out of me,” comes my choked whisper, as I’m filled with wonder at the feeling of pushing him deeper and deeper into my hips. Nick’s alive inside me. This thing in me has a purpose, his purpose to fill me with his seed, until I can’t stop having a foal.

Nick starts fucking me, the sliding of his hot cock on my inner walls shocking me as I gasp and then breath harder in pure, simple lust. “Nick, stop,” I huff out. He doesn’t stop. I don’t stop. With a quiet moan, my eyes slip half closed at the feel of my cunt wrapping around his thick shaft. I rock back against him, because I need this. I need to be filled like this. “Stop, Nick, we’re gonna... foal. I can... I can feel... you have to... stop...”

I can feel my hesitation and temperance just evaporating away with the rising tingles from the stiff cock sliding within my drooling sheath of flesh. Every vigorous stretch of being invaded by a penis just floods me with an undeniable feeling of femininity. I don’t have a penis, can’t get an erection to save my life. I have a tail, and under that green brush is a cunt. The smooth curve of my groin can only be fucked. I don’t feel any desire to have a penis anymore. The only thing I want is to get impregnated by the penis sliding in my cunt, like the pony girl I am.

My protests die into soft wordless gasps, as I start singlemindedly rocking my rear back into his groin. It’s not strange, or alien anymore. It’s what I need. I have a vagina, and I need to fill my vagina with his thrusting dick. I need him to cum inside, and make me pregnant. His thick fleshy pole fulfills me in ways I can’t understand. I can’t tell him to stop anymore, because it’s just... so perfectly acceptable for my friend to fuck my vagina, and make me pregnant. So we fuck there under the blanket, making pony babies, taken by our urges, every movement a symphony of sensation from the sliding within me.

“Oh wow, you two really are doing it back there, aren’t you?” Mira says in surprise, snapping my attention to her, even as that slick stretchy passage behind me is invaded with dick in strong, hearty thrusts. At the whimpers and grunts and smacking sounds coming from under the blanket, I am so thoroughly fucked.

“I can’t stop!” I huff out anxiously, while my hungry hips squirm around his eager member, ready for him to fertilize me. “Oh Mira, he feels so good!”

There’s nothing but quiet fucking then. Nick’s thrusts slide within my hungrily rocking hips, taking over my mind and blasting away my fears. All I can think about is him, and what he’s doing to me. My vision is obscured by the blanket, and all I can feel is him pistoning in my marehood, his hooves tight on my thighs, my tail curled... curled somewhere. Every thrust makes the quivering walls of my cunt feel electric from the tingles spreading within me, as his turgid flesh rubs along every inch of me in there.

I can’t pull away, can’t hesitate. All I can do is urgently push my rump back into his crotch, stuff his penis as deep in my birth canal as possible, surround him with a primal urgency. All I can hear is the rumbling of the car beneath us, our breathing and soft smacks with every wet thrust. I can smell the tacky pleather, but also his spicy musk, and even my own sharp arousal, intermixing as he joins his body with mine.

Then Nick pushes deep and holy crap I love being a pony. It’s one common anatomy between Equestrian ponies and Earth horses, that makes my eyes cross with the feeling of expansion. He flares in me. He suddenly stops fucking and shoves against my hips, clutching my hindquarters hard. His penis presses up into my deepest parts, then balloons inside me, making me groan with ecstasy as it fills every inch of me in there. I can feel where he’s going to cum. I can feel him pressed against me in there, ready to cum.

“Meadows I can’t... stop it...” he murmurs intensely to my ear, rocking me forward with jerky thrusts that don’t pull out of me one bit. “Y’feel so good it’s m-making me cum. I’m so deep you sweet... mare...”

“Nick... don’t...” I whimper, wanting the opposite of what I say. I’m terrified of what’s happening to me, to us. Just one drop from that penis, and it’s done, we can’t take it back. “You’ll make me pregnant... can feel where you’re gonna... foal...” Alarm bells are ringing in my head, while at the same time I feel utterly fascinated by what’s happening in me, the presence of his penis, thick and fleshy within me, ready to pump out his white goo. It’s the moment of truth. I’m not pregnant yet. My belly feels fertile, receptive. I can be changed in there.

“I won’t...” Nick says, teeth gritted, “I can’t do this to... you... nnnahh!” then I suck in a breath as a burst of warmth floods into my deepest parts. He shoves hard into me, and does it again and again, his penis kicking within me like a bucking bronco, hot, slimy bursts that make my whole belly feel like it’s... like it’s melting in there!

It is nothing like when he fucked me as a human.

“Mira, he’s putting a foal in me! I can feel it!” I cry anxiously, pushing my hips desperately back against Nick, as another thick gooey foal bomb erupts inside my pelvis. “Nick’s cumming inside me!!”

I then fall into helpless whimpering convulsions around his thick shaft, as hot rushes of semen continue to erupt inside me. I can’t stop it! I–I can’t stop my orgasm as Nick pumps his seed into me, can’t stop standing here and... and changing.

My slim belly looks the same, but his seed is flowing into there, activating me. I have a different belly now, one that will grow round and fill with foal. My whole body is changing into a pregnant mother. I can’t stop climaxing because of every hot, slimy burst inside me. I climax, freaking pregnant, a freaking girl, a freaking mare. It goes into me. It... it fills me, until at last the hearty pumps slow, and the penis within me stills.

We stand there for a while afterward, just breathing, hardly daring to breathe. I–I just got fucked, hard. That’s not human cum. It’s... the stuff that can make me pregnant. I stand there with... with a pregnant belly full of stallion.

“Well, that happened,” Nick says at last, in a little voice.

“Nick, you made me fucking pregnant,” I swear heatedly. I don’t know whether to thank him or condemn him. He’s still got his penis embedded inside my—inside my body! His seed is in there, in that mysterious place in me, swimming around, seeking out my egg. He makes semen, so why shouldn’t I make eggs? An egg that’s gonna get fertilized, and it’s gonna attach to me, and grow inside me and—

“Well, maybe it didn’t work this time?” he asks nervously. “I didn’t mean to do this to you I just... we both just needed it.”

“I know, I know but... I just don’t know,” I tell him quietly, “I was a man two months ago, and now I’m... I actually felt myself getting... y’know.”

“Yeah, I was kind of there,” he replies dryly.

“You didn’t feel it like I did though!” I whisper back. “I could feel you moving inside me! J-just pumping me full of seed. Nick I’m so full I never felt this full before! I-it changed me. It is changing me. I can feel it inside, and... doing stuff to me!”

“Sounds hot,” Nick murmurs, snugging my hips against his again. “But how am I gonna pull out without making a huge mess of Mira’s car?”

“I don’t know,” I moan, burying my face in my forehooves. “I’m not s’posed to have to deal with this... any of this. I-is my v-v-vagina really gonna make a mess of her...”

“Okay, hold tight,” Nick says, while I quiver there just full of him. “I think I can reach the suitcase. I’m gonna get a towel.”

“You brought a towel?” I remark, looking back in surprise at the pony mounted on me, as he cranes his neck to the suitcases in the back trunk area.

“Of course,” Nick replies in a distracted manner as he bites it and pulls it over, “You always carry a towel.”

We manage to get the towel under me, without Nick pulling his penis out of my vagina. Then, I suck in a breath as a tremendous sliding motion happens within me again. Nick pulls his shaft out in one long, smooth stroke, and I feel things in there start... rushing. I’m stuck hunching there then, hanging my twitching rump over the towel, while creamy white seed slips out of it... out of me.

“How is this my life,” I moan, looking back at myself, at Nick behind me watching my marehood in fascination as his seed drools out of me. I just try to coordinate those mysterious muscles within me, to somehow get all the mess over and done with, so we can put the towel away, and forget any of this ever happened. I half succeed, and eventually I’m... sitting there on the seat like I was before, feeling warm and fuzzy inside. Too warm and fuzzy.

His scent’s not bothering me anymore, though the milky scent of his seed is a lot more prominent now that he freaking pumped me full of it. I’m just sitting here, while something inside me tries to change me into a mother, and it’s just indescribably weird to feel that way. I wasn’t ready to be a father ! Why should I be ready to be a mother? I don’t really want to give birth. It looked like literal agony!

I mean, if it wasn’t literal agony, it would be kind of thrilling to do. Pushing a baby out of me, pushing hard as I can. Being taken by instinct like that, complex instinct that must be obeyed. Actually having it become a possibility makes it even more appealing. It’s just the... tearing in half for hours because the baby’s head’s stuck in your vagina that really scares me about it. The mortality rate.

“I don’t know anything about pregnancy,” I remark faintly. “I can’t believe we did that. Nick, I...” I turn to look at him, still nervously tongue-tied from what he did to me. “I don’t blame you for this,” I finally settle on telling him, “I know how hard it can be to resist my... a female’s invitation. I couldn’t stop, either. Nick, I don’t know what to do!”

“Stop Twilight,” Nick suggests darkly, “Then we can... try to figure this out. She knows what’s going on here. She can change us back as easily as she changed us forward. I swear I’ve never been this horny before. Did Twilight plan this?”

“A-am I going to get sick at the convention center?” I ask anxiously, “What if I need some weird food?”

“We don’t even know if it worked, yet,” Nick says a little crossly.

“How long until we know if I’m pregnant?” I ask him, “Because I never even... I never even looked up this stuff! What if it starts tomorrow?”

Mira speaks up then, calling over her shoulder, “Hey Meadowsweet, it’s uh... about a week, until symptoms—I mean—signs start showing up. If you start menstruating, obviously it didn’t take.”

“Menstruating?” I ask in confusion, “What’s that?”

The car swerves on the road. Mira pulls over, hard.

“You never learned about menstruation?” she shouts in outrage.

“I–I guess not?” I tell her, trying to tell what she’s doing through the blanket, “Is it a girl thing? Because if I learned about it, I don’t remember.”

Mira starts driving again.

“Wow,” she says in impressment, “Remind me to tell you about menstruation some time when Nick’s not around.”

I think about that a moment, then say in puzzlement, “Why can’t Nick be around?”

“It’s kind of a girl thing,” she says seriously.

“Oh, is that why I never learned about it?” I thoughtfully ask. “Because you can only tell it to other girls?”

“N—” Mira starts to say, then pauses. “Huh,” she replies eventually, “I guess that could be true? You might’ve learned it in sex ed.”

“Back in high school?” I ask critically. “I barely remember Geography!”

“Well, I know what menstruation is,” Nick says with very flat ears. “Unlike some pony, I’ve had a girlfriend before.”

“Hey, I had a relationship with Twilight Sparkle!” I protest, frowning.

“Her evil twin, for two months, yeah,” he says teasingly, “You didn’t catch her at her period during that time?”

“Her... period?” I ask, a vague horror rising in me as that word reminds me of... something I heard before. Maybe in a movie?

“Okay, so imagine this,” Nick says.

“Oh no,” Mira moans, “Don’t you dare, Nick.”

“No, I’m curious,” I tell her. “What, is it disturbing? I’m not a little kid anymore y’know.”

“You have your girl laying against your chest,” Nick describes fondly, “She just rode your dick like no tomorrow until you nutted, and then you just slipped out of her. Then, you notice that your crotch is covered in blood.”

My teeth clench, as Mira whines, “Nick!”

“You think she’s dying,” Nick goes on eagerly as I listen in horrified fascination, “You freak out and jump out of bed, trying to call the ambulance. She stops you at the phone, and she’s freaking out too, but not for the same reason. She tells you she forget she was on her cycle, and you ask her what the hell does that mean. She’s standing there totally naked, as if she doesn’t even notice the blood dripping from her cunt. ‘I didn’t even notice!’ she tells you, ‘I swear I didn’t know my period started this early!’ You ask her if her period means that her vagina is going to be bleeding, expecting her to react with horror when she realizes her horrific injury. And she looks at you like you’re an idiot, still bloody mind you, and says ‘Um, yes?’”

“Nick, you seriously learned about menstruation by having sex with a girl on her period?” Mira asks in exasperation.

“No, I learned about it when she made me go buy tampons, and I read the label on the box,” he replies evenly, “But I like my story better.”

“Nick, shut up,” Mira growls, “I’ll tell her what it is if you’ll just shut up!”

“Shutting up now!” he says innocently.

There’s all too long of a silence.

“Meadowsweet?” Mira asks in honest concern, “Are you okay there?”

I try to breathe. “I’m—” I say queasily, trying to escape my own groin, “I just... I’m gonna b-bleed out of my...”

“It’s not blood, first off,” Mira asserts. “It only looks kind of like blood. And it’s completely healthy. Every girl goes through it, once a month. I guess they don’t bother telling guys about it, because they don’t have to deal with it.”

“Well it’s definitely a... a shocker!” I whimper.

“You think that’s bad?” Mira drawls, “Try never being taught about menstruation until it starts happening to you one day.”

“But didn’t you say they taught it in sex-ed?” I ask in puzzlement.

“Yeah, once you’re 16,” she groans, “Menstruation can start as early as age 9, and usually by the time you’re 14.”

“S-so you started bleeding,” I say with a wince.

“I thought I did,” she replies, “I tried to um, find the injury. Didn’t tell anyone at first ‘cause I was scared it’d be something serious. Then Mom was like ‘Oh Honey, you’re having your first period! That is such a magical miracle wonder at your time in life!’”

“Huh,” Nick remarks, “You sound a lot like your mom, Meadowsweet.”

“Mira was exaggerating. Mom does not have a high, squeaky voice!” I squeak in offense.

“No, I meant her deluded optimism,” he replies dryly, then in a falsetto, “‘Oh, Twilight Sparkle is visiting me! That is such a magical—’”

“I get your point,” I snap at him, cutting off Nick’s falsetto. “And it was literally magical. She’s a magical unicorn!”

“...changeling,” he adds.

“Right, changeling,” I reply softly, looking away from his eyes, back at this grey blanket covering the both of us.

“Menstruation is...” Mira says, pausing in thought, “Once a month, a female releases an egg, right? You know that, right?”

“I did pay some attention in sex-ed,” I say, rolling my oversized eyes.

“Well, the uterus has to get um... ready for that egg to implant itself,” she continues, “If it ever gets fertilized. So it’ll thicken, and engorge with um... blood. Just to connect with the egg, I mean. Not bleeding out the vagina, but like... blushing. Your uterus gets nutrients to the—er—the uterus gets nutrients to the baby through your circulatory system. Kid hooks up to it, and it all turns into like, the amniotic sac and the placenta and stuff. I dunno exactly.”

“So, when does the bleeding start?” I ask uneasily.

“If you don’t get fertilized,” she continues, “It can’t just stay engorged. Has to clean out and start over for the next egg. So all that um... tissue sort of comes off, and there’s only one way for it to get out of you.”

“How is that not bleeding?” I ask, turning on my side to squeeze my thighs shut over my feminine V. That thing’s gonna freaking... bleed?

“Because it’s the used tissue, not blood,” she says nonchalantly, “It’s totally isolated from your circulatory system before it starts shedding. So you don’t have any cuts or injuries. Just a lot of um, bloody tissue that makes its way out of you. And blood...ish. Old, unused blood.”

A moment to blink at that bizarre... image, I ask in a small voice, “Do... do you get enough iron in your diet?”

“What?” Mira asks cluelessly.

“You’re not injured, but you’re still losing iron,” I tell her, “You know, hemoglobin?”

“Um... red meat, mostly,” she says, “I never had any sort of problem. I think when guys eat all that iron, it just passes through them.

“It might be why I like spinach more than you,” she suggests on an afterthought.

“I... actually like spinach now,” I mumble sheepishly. “I was hungry, and... and it was all Nick got from the store, because... I was a pony.”

“Well, um... yeah, so... once a month a girl will start y’know...” Mira trails off.

“Bleeding out of her vagina,” Nick says helpfully.

“So, if that happens, you’re not injured or anything,” Mira replies, “It’s just your monthly attempt at pregnancy. You can... you actually can stick a tampon in there, to keep from making a mess.”

“Oh, so that’s why nobody likes tampons,” I say faintly.

I have a lot to think on as we drive down the road. “I’m not going to have menstruation, am I?” I muse to the solemn silence. “At least that’s something good about getting...

...

...pregnant.”

“Yeah, but then you have to give birth,” Mira groans, “And then you really do bleed.”

“O-oh right,” I say mutedly, “How am I going to... how am I going to do that?”

“From what I hear, it’s mostly automatic,” Nick replies helpfully.

“Yeah, but... me?” I reply, looking down at my yellow forehooves. “I can’t even imagine... no, I can imagine, and that’s kind of terrifying.”

“Time will tell,” Mira says noncommitally, “For now, let’s just focus on stopping Twilight.”

“Right,” I say, resisting the urge to salute under this blanket.

“And don’t start fucking again,” she cautions, “I’m seeing signs that say we’re getting close to the city.”

Once we get into Baltimore, we’re fucking again. Well, secretly fucking, sorta. Nick got another erection, and I just kind of... kind of slid up against him, and he just sort of pushed it into me, and started quietly humping me again.

“Oh wow,” Mira says as he’s... inside me. He rocks his hips to slide that fat tool in and out of my quivering hips, that eagerly swallow every inch of him. “Too bad you guys can’t see this,” she says, “The convention center’s pretty spectacular. Look at this architecture!”

“It’s okay, we’re um...” I have to pause to clench around his member, “...doing fine under here.”

“Yup,” Nick huffs with steady rocking thrusts sliding in me, “No problems here.”

My vagina feels so alive with him in there. I didn’t even know I had those muscles, but with him stretching me wide, I can’t help but squirm around him, and... learn about them. I don’t seem to have conscious control of them like my tail, but like my tail, maybe I just need practice. For now, it’s just a helpless reaction. The sliding just builds up the tingling in me until I can’t—and then I feel a hearty clench sink up into my hips, as I become acutely aware of the presence of a penis in there. Then the tingling builds up again, higher the next time, and the next.

“Ugh, parking here is terrible,” Mira says, the car turning this way and that, while my very female rear falls into those orgasmic clenches, that make me feel like I’m singing around him. “I’m going to try this garage.”

I can’t answer, because I’m trying not to make noise as I try not to enjoy it too much, and fail. My rippling groin sends ocean waves of pleasure through me with every pounding thrust. Oh, I like him inside me so much! As I orgasm, the light outside the blanket darkens, and the echoey sounds of a car garage float into my ears. It’s such a strangely mundane sound, when my groin is secretly doing this, and he’s incredibly inside. In the car garage, Nick prepares to fertilize me.

Orgasm feels... it’s like I was ejaculating, but I don’t have anything to ejaculate with. I don’t feel stiff and erect, still convulsing and electric, but soft and wet, and tingly. It’s like... it’s like those solitary clenches of my vagina, but more... bubbly and ripply, and it happens over and over again. Oh, and it feels absolutely incredible. Every spurt of cum that would’ve left my male penis turns into a pumping clench inside me, the bizarre and euphoric feeling of ejaculating him into me.

I guess it’s going to happen again. Nick’s gonna... ejaculate into me. I suppose it can’t hurt, at this point. If I have a womb in there, it’s already painted white. I’ll have to be careful tomorrow, or next week, but it won’t make my odds any worse if he cums inside me now. I’m free to feel it, and enjoy it, and arch back against him at the singing pleasure his penis has filled me with.

Nick starts fucking again as my nethers relax, and the ripples of pleasure continue to flow through me, making it hard to do anything other than lay there and take him. Nick obliges, and his humping speeds up when Mira’s car slows to a stop, his hooves clenching tighter on my shoulders. He’s trying to hurry! He needs to finish~

“Alright we’re here,” Mira says in a self satisfied tone. Nick slides inside me so urgently, and she doesn’t even know, but if I don’t respond, she’s going to find out that I let him do this to me again. “So, what’s our game plan?”

“W-well we could... could... um...” I say, trying to think about something other than that cock pistoning inside me. “We need to... service entrance I for—” I have to pause again, to grip his stupid amazing thrusting penis, which my body just reflexively does. “I forget if it’s on the e-EEast or west,” I whimper out, taking in fast, shallow breaths, and lifting my leg to try and open up to him more.

“Are you two fucking again?” Mira asks in surprise. He‘s getting bigger again. He flares in me. He’s almost done! Oh, hurry up Nick!

“Um... yeah but um...” I say, desperately stalling for time so Nick can thrust his fat, swollen cock in short, deep strokes, until he orgasms. C’mon... “Hold on, it—just a sec he’s...”

Then Nick gives a grunt, and drives against me, pushing his penis as deep as it’ll go as its peculiar bucking starts again.

“He’s just finishing.” I announce quietly to Mira as once again, I feel the peculiar yet compelling sensation, of being made a mare, warm blasts of semen hitting my achy inner flesh.

Then my eyes widen in realization, as in my mild sense of triumph it occurs to me what a big deal it is that I’m once again feeling the stuff that’ll impregnate me, flowing up deep into a birth canal I should never have had. “Mira, he’s finishing!” I whimper passionately at the importance of that feeling: bursts of semen inside me. I’ve never feel more like a girl, than with that strange, potent man-stuff inside me. Reminds me how different I am, how I’m not a man anymore, because what’s inside me is a man, and it’s so... different from everything about me.

“Alright, but hurry it up okay?” she says impatiently and a little jealously I hope. Wait, where did that thought come from.

“No, Nick is literally, um..” his spurts don’t last longer than my sentence, leaving me with that warm, fuzzy full feeling, while he sags against my rump, and his dick relaxes from being spent inside. “He’s done,” I tell Mira. “Just give me a sec and I’ll... it’s kinda hard to just yank him, uh... out. Just need a sec to work up to it.”

Nick pulls out then, saying, “Well, I don’t. You’re free to go, Meadows.”

I whine at the back of my throat at his swiftly sliding dick, and the sudden emptiness when it flops out of me. “Thanks,” I say a little reluctantly, I guess. Rolling to my belly, I feel at the entrance to my... semen containing passage.

I’ve been transformed into a woman from my vagina outwards, but within it, the living cells of a man have been ejaculated into me. Even now they’re inside there, seeking to penetrate my egg, to change it into a zygote, whose sole purpose is to attach to my uterus and turn me into a mother. It’s like hot and cold: male and female, I’m a female shell around a male’s essence, and like a tornado in a pressure inversion, their sudden mixture within me would swell up my belly with foal.

My entrance is so soft against my hoof, and still tingly. Holding myself... sealed, I say guiltily, “Oh uh... by the way I’m sort of pregnant... again.”

“Yeah, I kinda gathered,” Mira says wryly. “It won’t increase your chances, I don’t think, long as you don’t have sex tomorrow, or in a couple hours, or anything.”

“I’ll try my best,” I tell her honestly, “But we seriously need separate blankets. His scent just... our scents kind of set us off.”

That doesn’t capture the sheer frustration I’ve felt all month, just growing and growing until it finally exploded in an orgy of—well, a literal orgy I suppose.

“Okay, I’ll keep that in mind, but what’s our game plan, here?” Mira says, looking around the dimly lit parking garage.

“Where’s the floor plan we printed out?” I ask. A moment’s rummaging, and we have it spread between us, with Mira leaning on the window looking in.

“We need to find the Ventilation System,” Nick points out, “Twilight doesn’t know I’m a pony, so I can jump her when she comes in and sees Meadowsweet. And if she uses some weird pony mind control, then Mira can run in and subdue her.

“And I call the police, soon as we see her,” Mira says, “That way she won’t be able to use her controlled cops to stop it.”

“The entrance is out on the street, though,” I say, touching the spot with a hoof, “And it’s broad daylight outside.”

“I can go out in broad daylight,” Mira says confidently, “So how about you two stay hidden in the car here, while I look around for some way to get you there unseen.”

“Sounds like as good a plan as any,” I sigh, “But don’t take too long, please.”

“Why, you and Nick want another go?” Mira asks teasingly.

“N-no,” I say blushing indignantly, my snout tightening kind of oddly, “Because we don’t know how much time we have left. Twilight was gonna make her move today. If she pushes her plans back for any reason, we’ll be too late to get the drop on her.”

“Oh, yeah that is true,” Mira says in a chastized tone, “I’ll just... get going then. Stay safe, cuties and um...” dropping to a conspiratorial whisper, she says, “Maybe next time I can watch while you’re making pony babies.”

I’m about dead of blushing at that, because I could just stand there, having sex with Nick, and Mira wouldn’t mind at all. She could even comfort me, when Nick... when Nick’s... I take a look between my legs at that unassuming little slot down there. Nick’s cum is inside me right now.

We hide under the blanket, Mira walks off, and soon there’s only the sound of cars driving around entering and exiting the parking garage.

“It’d be funny if we were doing it when she got back,” Nick says in amusement.

“You think you could do it a third time?” I curiously wonder.

“Maybe, why not?” he says, “Might take a little to get it up again though.”

Get his... penis up, to go inside me. Yeah, that actually happened... it was so much better than when he was a human.

“Maybe we should wait,” I say shyly, “So we could show Mira.”

“Hah, didn’t know you were that kinky,” Nick says with a grin, “You wanna do it right in front of her, huh?”

“We practically already did!” I protest, “All we had to do was pull off the blanket and...”

“Yeah, but we had to do it,” Nick says in a subdued tone.

I sigh, and he’s got a point there. “Well we are adorable,” I tell him, “I sure wouldn’t mind seeing two cute little ponies making a baby.”

Nick stares silently my way, then says, “Do you think you can get pregnant?”

“No idea,” I reply, looking down, “But I don’t see why not. I... I wanted to get pregnant.”

“You don’t now, though,” he observes, and doesn’t even have to ask.

“We–we’ll get changed back once we bring Twilight to justice,” I tell him with a shaky smile, “So I guess I get to just... be pregnant until that happens.”

“I suppose that’s one way to avoid menstruation,” Nick says wryly.

“You said it,” I sigh in agreement. Then giving him a little look, I ask, “C-can we do it in a few days? Just to make sure you have all your... cum, when we show Mira?”

Nick actually blushes at that, but smiles and says, “Yeah, that’ll make sure you’re good and pregnant before you change back.”

Oh god he wants it too what is wrong with us.

After a while, nothing continues to happen, so I settle down to my side. Nick walks up on the car seat, and... settles beside me, his belly pressing against my back. “You um wanna do it?” I ask uncertainly, turning to looking at him.

“Nah, just wanna uh, make sure you’re okay,” Nick says a little uncertainly himself, “Bored just sitting around by myself, I guess.”

“It’s no problem,” I tell him with a smile, “You feel really warm.”

“Heh, yeah,” he says, laying his head across my forehooves, “Just wanna be close to you, while you uh...”

“...make your child,” I offer plainly. He stiffens a bit at that, then relaxes. Laying my own head over his back, I relax, saying wistfully, “Maybe I can put off changing back, until I’ve... given birth.”

“...you don’t wanna do that though,” Nick says in a cautioning tone, “You’re only a pony temporarily, so we can’t go making more ponies.”

“I wouldn’t even know how to raise it,” I sigh, “Just a weird... girly thought I guess. I really did want your baby.”

“I really did wanna give it to you,” he replies.

I think on his words silently, then just... relax against his warmth and let Nick be the one to speak.

“Thank you for being okay with this,” he says softly.

Then... his penis starts sliding up my belly, growing stiff and erect. “Seriously?” Nick groans, “This thing is insatiable!” I press it against my pussy, trying to wiggle to get my hips pressed right against the tip as Nick says, “C-careful it’s starting to get sore!”

“It’s okay, I’ll be gentle,” I say, watching my hips jam onto the flat head of that penis, then seeing it slide into me, as I feel it spreading me slickly open again. We don’t even have sex. Nick just spoons with me like that, sort of shifting in and out, just a little bit. I tell him how I can feel him in me almost to my belly button. He tells me how hot and wet I am. I can’t help but squeeze him, but he tells me that’s okay, so I try to indulge in it as much as I can. It’s really hard to just squeeze your vagina on command though. I focus on it, with some success, but mostly I just enjoy Nick’s presence in me.

We do start losing it as Nick starts fucking me a little. “It’s h-happening,” he says intensely, “I feel it...”

“You gonna get big inside me again?” I ask him sweetly, my tail curling affectionately against his balls practically all on its own as I press my spread entrance down against the base of his penis.

“Yeah...” he says, “Y-yeah, it’s just... making me dizzy. It’s like falling... it’s like... unh... unnnh!”

“Oh I feel you doing it,” I say in utter delight, as his shaft expands within me. “Feels so good. I love having you in me!”

“Need to cum...” he murmurs.

“Go ahead and cum,” I tell him giddily, “Just let it happen to you. I’ll hold you inside me, and take care of your penis, while it happens to you.” I feel such warm affection as his penis starts jerking inside me, and his grip tightens around from behind me. “I love being a pony with you,” I purr at the orgasming stallion, “And a girl. Nnnh!” His penis spurts in me, once, twice, three times, then just keeps on jerking in there.

“That was still enough to put a baby in me...” I murmur in conflicted delight, “It only takes one drop. Oh, Nick your... penis is relaxing. H-how do you feel?”

“I feel amazing,” Nick groans, still hugging me tightly. “Not gonna pull out just gonna leave it in you until it gets soft.”

“Okay,” I say more than happily, “You just... take all the time you need, and I’ll keep you safe inside me, as long as I can.”

“Heh, you really sound like that whole girl thing is getting in your head,” Nick chuckles, affectionately nuzzling my animate ear. “You’re okay with just... having my penis in you now, huh?”

“I guess I was getting awfully worried about sex, and ‘us’ for a while there,” I murmur, “It was... a lot better than I thought it’d be.”

“You were so stressed at becoming a... mare, and a useless earth pony,” Nick says emotionally, “But between your legs you’ve got a treasure that’d put Griffonstone to shame.”

“So do half the gryphons in Griffonstone,” I point out a bit unhelpfully.

“Well yeah, but... you know what I mean,” Nick says.

“I... I can’t believe I feel so calm about this,” I say in the sacred quiet of an echoey car garage.

“Sorry you’re going through this,” Nick replies sympathetically, “But it’s so fascinating what you’re figuring out as a mare. I mean how many chances do guys get to be female? And you’re paying attention to it.”

“Why wouldn’t I pay attention?” I ask the warm unicorn against me, an ear flicking in... some emotion. I don’t really have much control of my ears either.

“I don’t think many girls would think about how arousal makes her want babies,” Nick points out, “Other people don’t even want to think about it, but you pay attention to yourself. It’s just really cool. That’s one thing I’ve always liked about you, even when you weren’t a pony.”

“Paying attention to myself?” I reply curiously.

“Paying attention,” he says, “Exploring new ideas. It’s something I’ve never gotten from a girl before, and now my friend gets to be a girl.”

“I’m sure lots of girls explore new ideas...” I say uncertainly, holding my forelegs over his hooves hugging my fuzzy chest. He slips slowly within me.

Nick sighs against me, and says, “They don’t think it’s safe to tell it to a... a boy, I guess. You’re just so open and trusting. Others think I’d just use that knowledge to trick them into having babies, but you trust me enough to ask me to help you with it.”

“But...” I murmur uneasily, “Didn’t you trick me into having a baby?”

“T-that doesn’t... I mean, not intentionally,” he stammers, flustered, “I meant how guys intentionally do it, because they... hate women or something.”

“Yeah, you were just...” a warmth flares in my heart as I snuggle closer to him, “Being an animal. And I did tell you it was making me want babies.”

“You trust me enough to open up to me like this, and that’s just amazing,” Nick says gladly, “It’s just really cool to be with you like this. Even if I...” his ears go down again, “Kinda might have gotten you pregnant just now.”

“I suppose if I was less trusting, none of this would ever have happened,” I say in surprisingly little regret, “It’s really... it’s not like I condone Twilight’s actions, or want to be pregnant, but I... think it’s really cool to be with you like this, too.”

After a pause, Nick adds, “Cumming inside you is also a nice perk.”

Blushing, I squeeze my legs a little tighter together on Nick’s penis, saying, “Y-yeah it sure is. I guess maybe it’s not such a bad thing that I got changed into a mare?”

“Hey, I’m not complaining,” Nick says in amusement.

“I’m just glad I can feel this way,” I tell him quietly, cuddling closer, “I... I know I’ll worry too much about this stuff later, but right now, I feel like I can just lay here with you and... just be here.”

So we lay there, with automobile traffic noises drifting around us, under this blanket where we... where I got so freaking impregnated I’m surprised it’s not coming out of my ears. How the heck did things get this far, this fast? It all just bowled me over like a wrecking ball, and now we’re... um...

“Am I your girlfriend, now?” I ask Nick in confusion.

His quiet snore says I’m not gonna be getting answers any time soon. Amusingly enough, he hasn’t... entirely slid out of me yet. So I just lay there feeling his chest rise and fall against me, until I drift off, myself, my whole new womanhood purring at the feel of his soft manhood shrinking within me. I’m asleep when it slips out, and when I awaken, it’s calmly quiescent in its little sheath again, within the stallion behind me.

Author's Notes:

Yep, the entire rest of the story is pretty much just unrelated sex scenes that don’t move the plot along at all. Nobody ever heard from Twilight again, and they never the plan, until everyone almost accidentally the whole thing, and then sexytimes abound. That’s pretty much exactly how it goes. Hope you didn’t expect any mysteries to be revealed or anything!