Chapter 1

"Twilight, why don't you try this spell?" Spike called from across the library. The little purple dragon was perched on the ladder, sorting through my many dusty books.

"What does it do, Spike?" I asked curiously.

"Read it and find out." He replied. I closed my eyes and brought the book to me. The book itself must be at least as old as Equestria, the spells inside of the book might as well be older than Starswirl the Bearded.

"Spike, doing this spell is risky. What if I mess up. These spells are serious. I don't think I'm ready for this responsibility." I tried to not sound as worried as I was.

"NOT READY FOR RESPONSIBILITY? Twilight, you are the most responsible pony I know. If you can't do these spell then nopony in all of Equestria can!" Spike yelled. He tried to sound encouraging, but it just made me more nervous. After all, if I messed up I would be letting Spike down as well as myself. Then who knows what could possibly happen.

"Alright, I'll try." I agreed, still worried about what could happen.

I took a glance out my window, the sun was setting leaving a red glow in my bedroom. I slowly crept up the stairs, carrying the spell book. My hooves sounded heavy on the solid wooden steps. It was peaceful, so peaceful I nearly fell asleep right on the stairs. I reached my bedroom, crawled into my bed and set the book on my white nightstand next to my bed.

"Goodnight Spike" I said sleepily as I turned off the light.

I wanted to fall asleep then, but things don't always go as one wants. That spell book was talking to me the whole night. "Twilight, open me. Practice my spells. You know you want to." It would call, and I would try to ignore it. I needed to ignore it. If I didn't I could mess up, big time. After all unicorns don't just make things transform into other things for no reason. Plus transformation spells don't always work correctly, and sometimes with really old spells ponies get affected, and there is only one way to reverse an old transformation spell. Only Celestia knows that way, and she doesn't intend on having anypony else even have to use it.

Spike slept the whole night and didn't hear me toss and turn the whole night. He didn't hear my crazy conversations with spell book. He didn't even know I was awake. However the next morning he did realize that I didn't have the best nights sleep ever. I guess it was pretty obvious with my messed up bedspread and my ruffled mane, tail and forelock. To a normal pony, this is just bedhead, but not to me. I don't move a whole lot in my sleep, so when I wake up in the morning I just need a quick brushing to fix my mane and tail. Not on that morning.

"Twilight, why didn't you sleep last night?" Spike asked, still half asleep and flashing a sleepy smile.

"I was thinking about that transformation spell all night." I told him, purposely leaving out my worry and how the spell book called to me.

"Oh Twilight, you think about things to much. Just practice it. If you think that you can't do it, just try it. What harm can come from it?" Spike replied encouragingly.

"Your right, I might as well try."

Those words would've been better left unsaid.

Chapter 2

Crash

Rainbow Dash had crashed through my bedroom window, again. Glass was everywhere, and I don't even think I have to describe the countless books sprawled across my floor, the same ones spike and myself spent hours organizing. Oh well, I guess that comes as a price of being friends with the best flier in Ponyville, and maybe one day Equestria.

"Oh, sorry Twi. Guess I need to work on my landing a bit more" Rainbow Dash flashed her nervous grin, which like always, burst into a silly laughing fit.

"It's okay Rainbow, just help me clean up this mess, please." I tried to not laugh, but her laughter is contagious. In a matter of seconds we were both laughing like crazy.

After our laughter subsided, which took a while, we both got to cleaning. Rainbow was sweeping, and I was putting all the books back on the appropriate shelves. Well after we fixed the shelves. She really did crash that time.

"There we go." I said as I placed the last book on the shelf, RD had already swept up the glass.

"So I can go n-" Dash began, but was interrupted by a knocking at the door.

"Hold on" I bounded down the stairs eagerly to get the door. The door swung open reveling a nervously shy Fluttershy as well as a Pinkie Pie that was, well Pinkie Pie.

"Huuuuuuuuuuuuuuhhhhhhhh, TWILIGHT! i KNEW THIS WAS YOUR HOUSE, NO WAIT LIBRARY, OR IS IT A TREE, ANYWAY I WASN'T EXPECTING YOU TO ANSWER THE DOOR!!!!!!" Pinkie Pie screamed, like always. She scared Fluttershy, leaving her laying on the ground, hiding behind the library sign.

"Hi Pinkie, hi Fluttershy," I said calmly, or as calm as one can be with Pinkie running and jumping and yelling,"Come on in girls, Rainbow's here to."

"RAINBOW DASH IS HERE!!!! WERE'S SCOOTALOO? SHE'LL WANT TO BE HERE WITH RAINBOW!"

"Pinkie calm down. Scootaloo and the rest of the Cutie Mark Crusaders are doing what they always do, trying to find their cutie marks." The CMC really just needs to learn how to wait and that not even magic can make a cutie mark come before its ready. They'll learn someday, I hope.

"T-t-twilight, I hope we're not intruding, but I wanted to, to-"

"Fluttershy, it's okay. You should know you can stop by anytime." I smiled as she blushed.

"Oh, right" She smiled her cute little shy grin, the one that makes everypony smile.

Pinkie and Fluttershy came inside, Pinkie of course didn't just walk inside, no she had to skip, and jump, and bounce and sing. She definitely is a crazy pony, but she is one of my best friends. They all are.

"Twilight, who's here?" Rainbow called from one of the back rooms, probably looking for the next "Daring Do" book, the only books she will ever read.

"Pinkie and Fluttershy." I yelled of to where ever that blue pegasus went. All three of us bounded off the stairs to go find her.

We found her lost inside the next book in her favorite series. "Rainbow, I see you found the next book." I laughed.

"Kinda bus- oh it's you," She said as she looked up from her book, " Oh and Twilight I found this really old spell book, it's got some cool stuff in it."

"WHERE DID YOU FIND THAT!" I screamed.

"Spike showed it to me. Why is it so important?" Her eyes were deep and confused.

"Spike wanted me to try the transformation spell, on page three-hundred-four," She flipped the book to that page and eyed the spell, " I'm just not sure. Look at how complicated it is." Everyone gathered around the spell book.

"Y-y-you're right twilight, that looks very complicated." Fluttershy shyly mumbled.

"I'M SURE YOU CAN DO IT. WOOOOOO, IF YOU CAN'T DO IT NOPONY CAN, well maybe Celestia, BUT OTHER THAN THAT NOPONY, well there is Luna. SO, ASIDE FROM THOSE TWO PONIES NO OTHER PONY BUT TWILIGHT CAN." Pinkie yelled encouragingly.

"Yea what other pony, aside from the ones Pinkie already listed, could do this spell. Twilight, you have amazing magical power, use it and show everypony who's boss."

"Thanks guys, I appreciate this, but I'm not going to try th- WAIT! Everypony be quiet, listen," Everypony went silent and listened. Off in the distance two ponies were yelling.

"THAT'S RARITY AND APPLEJACK!" Pinkie yelled enthusiastically, like always.

She was right, it was Rarity and Applejack. They were fighting, again. I casually walked over to the window, followed by the others, and in the distance, sure enough, was Rarity and Applejack. The two ponies were yelling at each other, again.

RD opened the window and screamed "RARITY! APPLEJACK! GET YOUR BUTTS OVER HERE BEFORE IT STARTS TO RAIN. YOU DON'T WANT TO BE CAUGHT IN TODAY'S STORM!" The light blue pegasus had a point, you don't want to be caught in a storm that Derpy created. She's such a nice pony, but sometimes she goes over the top. By sometimes I mean 3/4's of the time.

Rarity and AJ galloped towards the library. We all ran down the stairs to greet them. The door swung open and there stood the two ponies, both out of breath and angry.

"What happened between you to?" I asked sympathetically.

"She refuses to act civilized." Rarity replied angrily.

"ME! This ain't mah fault, sugar cube." AJ replied wit her nose turned up, refusing to look at Rarity.

"Well you two better get inside. We can sort this out later."

"Fine." The agreed simultaneously, and stepped inside.

"Hey Twi, now that were all here, you should try that spell." RD suggested.

"Fine, I guess I'll try." I started up the stairs, everyone following excitingly. "Oh Celestia, please let me no mess up." I whispered silently.

We went into the back room. The spell book was still flopped open to the correct page. I read it over and over. Butterflies flew around in my stomach nervously. I closed my eyes, breathed deeply and let the magic flow through my body. The spell was cast, but something wasn't quite right. My friends were shrieking. I didn't want to open my still firmly closed eyes, but I had to.

"WHAT HAVE I DONE!" I yelled. I meant to only change a chair into table, but I changed so much more than that.

Chapter 3

"WHAT HAPPENED TO US?" Rainbow yelled, who was now instead of a pony, a human with the same rainbow hair as before, wings missing. She stood there with a tall muscular build, that actually looked quite graceful as well as athletic. She still had the same crimson eyes as before, only now they seemed deeper, more emotional, actually worried.

"W-w-w-we aren't p-p-ponies anymore." Fluttershy nervously stated. Her soft pink hair cascaded perfectly down her pale white shoulders. Her green-blue eyes were nervous and shy, and her body was attempting to hide with in herself showing truley how dainty Fluttershy is.

"We see that Fluttershy," Rarity began as she started over to a nearby mirror, " But I do look fabulous. Look at these gorgeous purple curls, and my flawless baby blue sapphire eyes. I can't even describe my china doll skin." She continued to admire herself as the rest of us stared blankly at each other.

"TWILIGHT DID YOU DO THIS??? THAT'S SOOO COOL. SO HOW ARE YOU GONNA CHANGE US BACK? IT WAS A PRETTY COOL TRICK, BUT I DON'T KNOW IF I HAVE MY PINKIE SENSE IN THIS BODY!" Pinkie excitingly yelled. Her thick, bouncy, pink curls bounced with every little hop.

"EVERYPONY CALM DOWN!" I screamed.

"Twilight, how can we calm down? Look outside, everypony in Ponyville is a human now, sugarcube." AJ said worryingly. We all drifted to the window and found all the ponies, even Big Mac, standing out there, human and naked. Speaking of naked, we were all the same. My bare skin grew goosebumps because of the frigged cold.

"We'll find a way to fix this. Let me look in the spell book."

"But, how can you fix this without your horn?" Rainbow asked me, her crimson eyes still deep with worry.

"I don't know. But there has to be a way." I said, trying to sound hopeful, but in reality I was completed unsure of what lies ahead.

"H-h-hey, ummm, Twilight..... d-don't h-h-humans wear c-clothes. I d-d-don't l-l-like b-being na-naked." Fluttershy stuttered out as she blushed wildly. When she blushed as a human, her checks (and most of the rest of her face) turn bright red. Probably because of how extra pale she was as a human.

"There must be clothes somewhere. Let me check my closet." I told her as I walked, my hips swaying far more then they had as a pony, over to my closet. The door, along with most things now, were now made in a way more convenient for humans. I looked inside my small closet and found my Grand Galloping Gala dress from the year before, the simple yellow dress Rarity so kindly made me for my most recent birthday, and a couple other dresses (all now fit for humans) and what I assumed used to be my saddles, now shirts with elegant designs. I decided Fluttershy would probably appreciate the simple yellow dress, with the single pink ribbon tied in a bow around the neckline.

"Here you go, Fluttershy." I said, handing her the simple dress, a geeky smile sprawled across my face.

"T-thank you." She stuttered as she slipped the dress on. She couldn't help but to smile.

"I guess we should all put on clothes." I suggested, glancing at Rarity, hoping she would understand we would like some clothes made.

"Come on. Let's get all of us looking fabulous, I suppose the rest of Ponyville would like custom clothes, with their cutie marks I would guess, too! Twilight your little screw-up could be good for my business. No offence, and of course we should fix this little problem, but not until everypony, err, everybody buys a brand new outfit from Rarity." Rarity smiled and smirked at the same time.

She gracefully bounded down the stairs, truly showing off every curve of her brand new body, currently covered by nothing. I grabbed my spell book as we all followed her. Rainbow stood on the railing and slid down the rail like a snowboarder. Fluttershy timidly followed, trying to hide her naturally sexy body. AJ walked down gripping the handrail tightly, trying not to fall, still getting used to her new legs. Pinkie, well she's Pinkie Pie. She ran, no bounced down the stairs. I walked slowly, swinging my hips, lightly gripping the handrail with one hand, my other arm wrapped firmly around the spell book.