With a single flap of her wings, Fluttershy floated into the living room of her home, then glided to a soft landing on her rug.  More than a dozen woodland creatures greeted and surrounded her, all of them seeking refuge from the heat as they eagerly awaited their meal.  But their owner was strangely silent - more so than usual - distracted by what she had seen on her way home.  

Even as she began filling all their small bowls with various dry goods from torn burlap sacks she held between her teeth, she felt haunted by the same memory - the sight of Spike changing outside Carousel Boutique.  

She cringed as the scene replayed itself in her mind and scolded herself for not looking away. She wondered why she peeked around a tree in the first place and stood there transfixed, watching the little dragon’s body twist and expand into that terrifying beast.  She also wasn’t sure why her body tingled as he grew, why her cheeks blushed, and why her mouth watered.  After all, dragons still terrified her, and though she’d been friends with Spike for months now, she secretly feared he would lose control of himself again.  But she never anticipated the intrigue, never thought she’d notice how nice his butt looked as his growing tail slithered her direction.

Then she felt something thump against her leg.

Fluttershy shook her head and saw Angel was scowling up at her, gesturing with his paws toward the pile of rabbit food that had missed his bowl completely.  Only then did the pegasus release the empty sack from her mouth, letting it fall to the ground on top of the rabbit.  Angel wrestled his way out of it and crossed his arms, tapping his foot impatiently.

“Oh, I’m sorry, Angel,” cooed Fluttershy, “here, let me clean that up for you.”  As she crouched down and carefully scooped the pieces of food into Angel’s bowl, she remembered holding that same position where Spike was after he left, her looking over the spattered whipped cream that lay there, reeking of the dragon’s musk.  And, though she pressed her eyes shut and shook her head, she couldn’t stop herself from remembering that she’d opened her mouth and, with reluctant delight, licked up every drop.  Her body throbbed.

“Ohhhh—” she cried.  She felt good - real good - but why now?  She felt scared and flushed with heat, but at the same time she was soothed by the sensation of someone gently brushing down a length of the sensitive fur on the inside of her left-rear thigh. But the further down it went, the more she realized that something was leaking out of her marehood.  “Oh my—”

She stopped what she was doing and lifted herself up to bring a hoof underneath her.  As the hoof grazed down the length of her soft belly, the trickling moisture made her fear something was wrong with her body.  Scared, she gulped, and her touch jumped to the spot of the leak.  Anticipating pain, her body clinched tight, but she was then stunned by a slow burn of melting pleasure.  She moaned in a high-pitched tone, her tongue still tasting of Spike as it flicked her teeth and slipped from between her lips.  

The sound made the hungry animals stop eating.  They sat and watched Fluttershy cringe and tremble, the mare feeling more of her juice dribble all over her hoof.  The creatures made no sounds, but only stood erect, sniffing the air.  Looking into their tiny eyes made Fluttershy feel exposed, and it was only when she stared at the floor that she began to play with herself, imagining Spike and his adorable little ass.

Despite Fluttershy’s embarrassment, her stimulation intensified.  More juice gushed from her, dribbling down the inside of her shin until it streaked quickly over her hoof and onto the rug below.  As the rivulets of moisture grew wider and flowed faster, a peculiar odor filled the room, a musky stench that grew stronger by the second.  When Fluttershy noticed, her cheeks flushed into an even brighter red.  She tried to escape the smell by holding her breath, but her body was now roasting from within and she began to pant, tasting the scent on her tongue with every breath.

All of a sudden, Fluttershy felt something grab onto her damp rear leg, something soft that squeezed tight, then mashed the secretions into her fur with several vigorous rubs.  She squeaked in fright, her hind legs buckling as her busy hoof flicked forward to keep her balance, stamping a soaking hoofprint into the rug that radiated outward into a perfect circle.  Whimpering, she looked back to see Angel had his tiny arms gripped around her yellow shin, his floppy feet completely off the ground as his hips thrust into her.  He glanced at her with glazed black eyes, then jammed his face against her shin, licking the juice hungrily with his tiny pink tongue.  The more he rubbed, the more her body throbbed and her marehood soaked, and the friction from Angel was just enough to make the skin beneath her fur begin to burn.

“Angel, stop that!” said Fluttershy, unable to stare at him long enough to have any effect.  She tried to gently shake her leg, but he refused to budge.  “Stop it—AH!”  Something then slapped against her pussy, little claws of an airborne ferret grabbing her splayed asscheeks, dragging tiny inch-long marks down each inner curve before it stopped halfway down.  In the same movement, the ferret thrust its head inside her pussy, bathing its little face in her moist juices as it began to drink her.  Startled, Fluttershy lost her balance and fell flat onto her rug, and as her ass thumped onto the ground, the ferret’s flailing hind legs caught traction, and he rammed half his body into her pussy.

“Oooohhh-aaaah-aa-AAAAH!” cried Fluttershy as the ferret wriggled inside her, her insides trying to squeeze him back out.  

The more the two animals violated her, the more Fluttershy could feel her body begin to stretch, signaling the beginning of her own transformation.  A squirrel climbed up her right side, then rubbed against her growing left flank just above her cutie mark.  As he too began to hump her smooth fur, Fluttershy’s back dipped low, forming a gentle curve that brought her ass into greater relief.  Hard nipples poked into the stained rug beneath her, breasts inflating as they lifted her chest from the ground.  

It was then that the ferret fell out of her with a sickening flop, and as the creature coughed to clear his lungs, a blue jay grabbed her tail and yanked it upwards, allowing a hummingbird to ease slowly toward her pussy lips.  As the tiny bird neared, Fluttershy cringed from the persistent tingle it created.  It was an unbearable torture, her throughly-soaked pussy feeling as though it wanted to take the tiny bird inside her.  She felt her own hooves begin to grip the rug, harder and harder until the fabric squeezed between new yellow fingers.

As pleasure consumed her, Fluttershy rolled onto her back, bucking the squirrel from her flank and bringing her breasts into view for the first time.  For a moment, the breasts were all she could see, as the two shapes had fattened into shapes almost as big as two of Pinkie’s toy balls she kept for ball emergencies.  But she only saw her breasts for a moment before two badgers pounced on her, their sharp claws clamped onto the spongy flesh, squeezing just short of puncturing her skin.  The badgers then turned their heads to the side and stuck out their tongues, flicking her pink nipples with their slobbering tongues.  

Fluttershy brought her strange new hands to the badgers, but in her fascination with how they looked, she thought twice about brushing the creatures off, choosing instead to stroke their fur and feel their coats.  Fluttershy then convulsed once more as the hummingbird eased back between her legs to continue its work, tickling her moist lips mercilessly.  

All around Fluttershy, her remaining pets began to mount one another, biting and scratching each other as they rolled on the floor.  The cum-covered ferret found his mate, smearing stinky pony juice into her back as he entered her tiny snatch.  The blue jay met another in mid-air, and the two of them chased each other in daring spirals over Fluttershy’s smelly loins.  Other creatures tried to rub up against the changed pony, including the squirrel, who moved to her shoulder.  A raccoon tried to nestle under her left wing while a mouse whipped Fluttershy’s right flank with its tail.  And, all the while, Angel continued to embrace his owner’s now much longer shin, letting his stimulated groin mix his bubbling precum into her juice.

It was all too much.  Biting her lip, Fluttershy felt her body tighten, then lock beneath the hungry creatures, her mouth opening to let drool trickle down the edges and over her blushing cheeks.  “Oh my goodness!” she cried, her badger-covered breasts lifting with her bucking torso.  “Oh my goodness! Oh my----AAH—AAAUGH!”

Something detonated inside her and cum blasted from her pussy, splattering over the hummingbird and sending him tumbling across the room.  Her arms twitched as she grabbed the rug harder, pulling fistfuls of the fabric upward as the mating animals were tossed off their feet by its sudden movement.  Her knees banged against one another, then fanned apart to blast out more juice, but a sweaty and cum-stained Angel still held on, thrusting a few more strokes before he, too, released, splattering a tiny stream of his seed on her leg as it began to shrink beneath him.  

The more cum sprayed from between her loins, the more Fluttershy’s body returned to normal, causing the badgers to fall from her disappearing breasts.  She rolled back onto her stomach, knocking the racoon and mouse away, followed quickly by the scurrying squirrel.  Finally, Angel released his grip, falling flat on his back as his little pink cock slipped back inside him.  But the blue jay wasn’t satisfied.  He wrenched her tail harder in his beak, allowing a white duck to waddle up to her and clumsily buck its feathered body against her quivering mound.

“AAAH!” Fluttershy cried as the duck’s feathers tickled her once more.  Tears trickled from her eyes in humiliated frustration as her breasts began to grow once more.  “I need to find Twilight—AH!—She’ll know what to do.”