"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.