A Welcome Change

A Twilight SparkleXPrincess Celestia story

Disclaimer: I own nothing of My Little Pony: Friendship is Magic.

For a visual of what human-form could ponies look like, take a look at the works of John Joseco.

Summary: [REQUEST] While Zecora teaches Twilight Sparkle about potions, an incident occurs that changes the ponies into humans.

Twilight Sparkle is a very studious unicorn pony with a lavender body and an indigo mane and tail with pink and purple streaks running through it. While she, at first, scoffed at the idea of the supernatural, she later accepted her mistake and had asked Zecora to teach her some of the potions of her homeland. Zecora is a zebra who wears gold hoops in her ears and around her right foreleg and neck, who lives in the middle of the Everfree Forest, in a hut with natural herbs, a cauldron, and various masks from her homeland. On Rarity's suggestion, or perhaps order, she grew out her mane. She agreed to teach Twilight every now and then, always speaking in rhymes. Today, with all the men in Ponyville and Canterlot away in Phillydelphia for some major sporting event, Twilight Sparkle took the opportunity to visit Zecora for another lesson.

It was midday when Twilight Sparkle and Zecora stood around a large cauldron. "Okay, my little pony, let us begin with the lesson journey." Zecora began. "Okay." Twilight smiled. She looked into the cauldron, watching a thick blue liquid bubbling lively. "What is this one supposed to do?" Twilight inquired, her horn glowing as she levitated a pen and pad. "This potion changes one being into another. With one sip, you could look like your brother." Zecora explained, smiling. "Incredible! A shape-changing potion." Twilight Sparkle scribbled on her pad with excitement and intrigue. "One should be careful not to make a accident. You could be stuck as a rodent." The zebra warned. "Okay, make sure you know what the potion will turn you in to, and for how long. Check." The pony wrote this down in all seriousness with Zecora nodding in confirmation.

Zecora continued to take a variety of bottles and herbs into her mouth to spill into the bubbling concoction carefully with Twilight Sparkle taking notes of everything.

From outside, Twilight heard the firm beating of wings. A phoenix had flown into the hut and crashed into the wall. "Philomeena?" Twilight asked, recognizing Princess Celestia's pet phoenix. Twilight walked closer to it. "Are you okay?" She inquired. The phoenix nodded and darted out of the hut. A feather came loose from it's body and slowly fell into the cauldron. Zecora took notice and gained a nervous look. Twilight looked from her to the cauldron. "Run!" She warned. But it was too late. The cauldron erupted, a large orange explosion resounding.

Twilight Sparkle came to from her bout of unconsciousness. Her body felt different. She slowly rose from a laying position and propped herself on her elbows. "Zecora, are you okay? What happened?" She asked, still groggy. "A potion with a phoenix feather is not something you should weather." She explained from the other side of the cauldron, out of Twilight Sparkle's perception.

Twilight Sparkle rubbed her head, and came to notice her arm. She opened her eyes wide and looked over her arm. It was not purple, but a sort of lighter color. And longer. Her hoof changed to have slender appendages. "Ahhhh!" She screamed. She looked down and saw her new form. Longer legs, rounded mounds on her chest, and no hoofs. She checked her head and could not find her horn. Zecora peered from behind the cauldron in the new appearance she gained. Her skin was darker, but had similar features including her cutie mark and body markings. She moved on her hands and knees, trying to figure out the new form's method of walking as she was used to using four hooves.

"Calm down, little one. What is done can be undone." She assured the frightened pony. "How? Should we wait it out?" She asked. Zecora sat on her new bottom and crossed her long legs before her. "No potion with a phoenix feather will ever simply time fade. We must work or let our bodies be betrayed." Zecora told her. "Do not sit there senseless, go to the princess." She ordered. "Why?" Twilight Sparkle inquired, not wishing to disturb her for such a trivial matter. "Ponyville and Canterlot will be dismayed as we, surely she will aid thee." Zecora explained. "Okay. Keep working here and I'll see if Princess Celestia can help us." Twilight decided.

Unconsciously, she tapped into her magic and levitated her bags to her. "I can use magic without my horn like this!" She exclaimed in joy. She removed her mirror from her bag and looked at her new form. Her purple eyes looked at the reflection, marveling in the new visage. Her mane, now hair, was the same color and style, as were her eyes. She took note that the same was true for Zecora, same hair color and teal eyes. She decided that hew new form was not bad, and let this be a learning experience.

Twilight Sparkle saw how awkward Zecora looked when she tried to walk the normal way. "Galloping won't work, huh...?" She mused. She looked at what were her foreleg and saw that they were made solely for moving objects. "I should walk with just my hind hooves then." She decided.

Twilight Sparkle slowly stood up, wobbling a bit here and there. She took notice of her new height, standing at least 4 and a half feet tall. She was forced to hold herself up by putting her hand on a table. "This is hard." She complained. She was determined to get it right. Zecora, however, got it quickly, much to Twilight's chagrin. "Walk not like a donkey, but a monkey." She suggested. "Right, a monkey has hands and feet, not hooves." She knew she wasn't a monkey, but she did know they had a similar manner of moving when on the ground. With one question answered, and many more in her head, she tried to take a couple of steps.

While looking down at her feet, she saw the round shapes on her chest move in synch with her steps. She stopped and gently cupped them, her hands unable to cover them entirely. "I'd like to know what these are." She stated. Zecora had the correct theory, but kept it to herself.

She began to move them, and felt a jolt surge through her body. "Eep!" She squealed quietly. She quickly removed her hands, her cheeks red, and feeling warm. "W-well, I'm going to go now. Good luck, Zecora. I'll be back as soon as I can with the princess." Twilight assured her, leaving the hut as quickly as her new legs could carry her.

Once outside, she sighed. Twilight Sparkle concluded that, since this form was new, her body was more sensitive. That would explain that strange feeling she felt tearing through her. She wondered how her friends were handling the new forms. She decided to head straight for Ponyville to check up on them before she went to Princess Celestia. Considering she lost her horn, and two of her friends fly, she was concerned for their safety.

Twilight Sparkle shut her eyes tightly, trying to focus her power in a way unusual to her, and succeeded in teleporting in a flash of light to her front door, the library of Ponyville. She was thankful that the spell worked, and that she heard her friends' voices coming from within. If there's ever a major problem in Ponyville, they went straight to her.

The door took on a sparkling purple glow as Twilight opened the door with magic. She bent down to properly enter her home. Once inside, she stood and looked inside, closing the door behind her. As Zecora said, her friends were now in new forms. Their hair colors and styles were the same, as were the color of their eyes, and their cutie marks were intact.

Rainbow Dash, with red eyes and rainbow-colored hair, floated in air despite not having wings. Fluttershy, with light-pink hair and light green eyes, huddled in a corner. Pinkie Pie, with pink hair and light-blue eyes, sat on the ground and rubbed her bottom. "Ouch! Jumping with these...things really hurts." She complained. Applejack, with blond hair under her cowboy hat, which seemed to have grown larger to accommodate her new size, and green eyes, looked at Pinkie Pie with exasperation. Rarity, with royal purple hair and blue eyes, marveled at herself in a mirror. "It's official: no matter the race, I am still beautiful." Twilight looked to her and now had to agree with Spike: Rarity looked lovely.

Applejack looked as Twilight Sparkle sat on the floor with her legs crossed before her. "What in tarnation happened to us?" She demanded. "Zecora and I were making a shape-changing potion when a phoenix feather from Philomeena fell into it. Apparently, everyone in Ponyville and Canterlot are affected." Twilight explained. "How is Philomeena?" Fluttershy inquired. "Who cares? I want to go back to normal!" Rainbow Dash declared angrily. "But this is so much fun!" Pinky Pie said, hopping up and down on her feet. Twilight Sparkle was almost transfixed on her, seeing those mounds on her chest bounce up and down with her. She found it to be mesmerizing for some unknown reason. She always thought Pinkie Pie was adorable, but this was different.

With one final bounce, Pinkie Pie tripped on a discarded book and fell on her bottom once more. "Ouchie!" She cried. She laid on her side and began to rub her bottom once more. Twilight blushed and averted her gaze. Rainbow Dash simply laughed at her woes. "Are you okay, Pinkie Pie?" Twilight finally said, crawling to sit before her. "Yeah, I'm okay." Pinkie Pie said, sitting on her sore bottom with her legs spread open and her arms propping her up. She gave a wide smile. "This form might be fun, but I'm not as pink as I'd like to be!" She told Twilight. "You're you, no matter what race you are." Twilight Sparkle assured her. "She's right, but I miss my tail." Rarity said, patting her hair while she unconsciously felt her backside and confirming once more that her tail is gone.

"Before we get carried away, I'd like to examine someone so I can get a better idea of how these forms work. Afterward, I'll visit Princess Celestia to ask for her help." Twilight Sparkle announced. "I'll do it." Pinkie Pie offered happily. "Thank you."

Pinkie Pie laid in front of Twilight Sparkle horizontally with the others crowded around her. "Sheesh. I wonder what we turned into?" Rainbow Dash wondered. "I don't know..." Twilight was at a loss. She placed her hand on Pinkie's stomach, causing the girl to giggle. "A physical examination should yield some results." Twilight concluded. "Exam away, doctor!" Pinkie cheered. "I'm sure glad Spike isn't around for this." Applejack told them. Rainbow Dash nodded in agreement.

Twilight slowly moved her hand upward. Instead of a giggle, Pinkie let out a small noise, her face going red. "Oh my gosh, are you okay? Did I hurt you?" Twilight was alarmed. "No... It felt weird. But nice. And warm." Pinkie described the feeling Twilight Sparkle had earlier.

"Your body is just sensitive because it's new to you. Don't worry." Twilight assured her, smiling gently. Pinkie smiled back. "But it did feel good. Here, let me show you!" Pinkie sat up quickly and started to rub Twilight's stomach with her hand. "Eep!" Twilight's face showed surprise. "Well?" Pinkie asked with a sly expression. Twilight's face reflected the pleasant feeling and warmth welling within. She fell back and took deep breaths, becoming warmer. "See?" Pinkie Pie pointed it out. "Are you all right, Twilight?" Applejack asked in concern. "Just fine. It's the sensitivity. Until we can adapt to our new forms, it'll be like this for a while." Twilight Sparkle explained, heaving one final sigh.

"Hmm. Let's see what these do." Pinkie pondered mischievously. In one quick motion, she grabbed at Twilight's chest from the sides. "Eeek!" Twilight was startled. "Whoa." Rainbow Dash watched with the others, all feeling strange about it. Pinkie massaged Twilight's breasts, making the girl pant. She grew aroused, getting wet down below. The sensations felt better and better with each passing second. However, she felt scared. "Pinkie...please stop..." Twilight pleaded, feeling weak. "Nope! This is for science!" Pinky declared, flicking at Twilight's nipples with her index fingers. That was all it took. With a final cry, Twilight climaxed, pleasure and ecstasy ripping through her body.

Twilight Sparkle calmed down, breathing lightly and almost sweating. Her friends looked at her in wonderment. "I guess it felt good?" Rarity mused. "Guess so." Applejack agreed. "Interesting." Rainbow Dash chimed in. She zipped through the air and quietly landed behind Applejack. She quickly grabbed the girl from behind, cupping her bosom in her hands. "AJ, you've had this coming. In more ways than one." Rainbow Dash declared. "Bring it on." Applejack saw it as a challenge if anything, but she didn't mind the contact. "Raritycatchme!" Pinkie Pie leapt onto Rarity, knocking them both down. "Oww... Not again, Pinkie." Rarity whined. Pinkie Pie rubbed her breasts against Rarity, gaining a reaction from her. "Oh my..." Rarity blushed, feeling quite good.

Fluttershy sat next to Twilight, sitting on her legs. She looked down at her friend and rubbed her thighs together. "Twilight, are you okay?" She asked. Twilight smiled up at her. Fluttershy looked around. Applejack was with Rainbow Dash while Pinkie Pie and Rarity were together, both couples making one another feel good. She suddenly felt left out. She cast her eyes down, showing a hint of sadness. Twilight saw this and sat up. "Fluttershy." She called to her. As Fluttershy looked to her, she was caught off-guard with a gentle kiss on her lips. Twilight looked her in the eyes affectionately. "Let's feel good together, Fluttershy." She whispered. Fluttershy, though timid, blushed and nodded. Twilight pulled Fluttershy into another kiss and gently lowered her onto the ground.

Twilight Sparkle put her right knee between Fluttershy's legs to stop herself from falling. Her leg touched Fluttershy's wet pussy, causing the girl to let out a weak high-pitched sound. Confused about the hot and wet feeling, Twilight sat up and down down at her knee. Finding Fluttershy's condition similar to her own, she moved back to gain a good vantage point to peer at Fluttershy's area. "Hmm." She ran her finger along her pussy, causing Fluttershy to squeak once more. Twilight Sparkle made a note of it. She pulled her finger back to examine the fluids, and gave it a lick, enjoying the taste. Deciding that this would be a good area to examine, she moved her face closer and licked along the line. Fluttershy immediately let out another cute sound of both surprise and pleasure. Encouraged by her sounds, she continued to lick. More juices poured forth from the girl, noted by the studious girl.

Twilight Sparkle spread Fluttershy's pussy open with her thumbs, making the shy girl ever more embarrassed. Rightfully so as the other four girls were taking leads from the two.

Twilight began to lick a small mound she noticed, causing Fluttershy to let out one final small cry before she climaxed as Twilight did earlier. The girl began to lick up Fluttershy's juices before she pushed herself to hover above her friend. Just as before, Fluttershy was breathing heavily, her face was red, and she looked warm. All reason had been lost. The girls only wanted to explore the new sensations they felt, sensations that came with their new bodies. "You're so cute." Twilight complimented her. She bent down, their breasts touching, and have her a deep and passionate kiss, which Fluttershy returned. Twilight broke the kiss and whispered to her dear friend. "You also taste good." Fluttershy's face showed her surprise. "Oh my..."

"Oh really?" Rarity questioned. Twilight Sparkle and Fluttershy looked up and saw Rarity as aroused as they felt. "Well I simply must try it for myself." She told them in her haughty tone of voice. A swift hand quickly grabbed at Twilight's pussy, causing her to scream. She was pulled off of Fluttershy and onto Pinkie Pie's lap. "Pinkie-!" Twilight looked to her right in an attempt to reprimand her, but was cut off as Pinkie Pie gave her a deep kiss. Twilight Sparkle felt weak and simply went with it. The two made out as Pinkie Pie rubbed Twilight's wet pussy, causing the girl to moan. She fell back against Pinkie's chest and moaned. Pinkie Pie used her left hand to cup Twilight's left breast. Much to Twilight's joy, she began to fondle it. Attacking both her breast and pussy caused Twilight Sparkle to climax.

As Twilight laid against her, Pinkie Pie licked her right hand, tasting Twilight's juices. Twilight looked to her and put her hand on Pinkie Pie's cheek, pulling her into another kiss. "You're wonderful, Pinkie." She whispered, her mind clouded by lust. "Thanks!" Pinkie Pie chimed happily.

Twilight Sparkle closed her eyes and tried to straighten her thoughts. Her mind cleared and she remembered her mission. Her eyes shot open and she struggled to stand, still weak from her experiences. She slowly walked to the door, feeling her juices run down her thighs. "Hey, where are you going?" Rainbow Dash asked, sitting on her legs with her arms crossed under her chest. Twilight Sparkle looked behind her. "I have to go to Princess Celestia in Canterlot to find a way to reverse the spell." She informed her friends. "Oh no you don't. Not yet, Twilight." Applejack told her, walking towards her. Twilight Sparkle turned around, somewhat alarmed. "Why not? Don't you want to return to normal?" Twilight asked. "Oh we do. But not yet." Applejack told her, standing but an inch away from her. With a clever grin, Applejack pressed their bodies together and pulled Twilight into a deep kiss. She opened their mouths and stuck her tongue into Twilight's mouth, both getting a taste of the other. Twilight closed her eyes and embraced Applejack, once more succumbing to the feeling. Unbeknownst to them, Rainbow Dash stealthily moved behind Twilight. She slipped her head between the girl's legs and began to lick Twilight's pussy. Caught by surprise, Twilight broke the kiss and moaned in pleasure. Applejack simply smiled and licked Twilight's cheek. "You're not changing us back yet, darlin."

Applejack and Rainbow Dash laid Twilight on the floor with her head resting on Applejack's lap, the girl sitting on her legs. Applejack looked down at Twilight's face showing how much pleasure she felt. Rainbow Dash had her head between Twilight's legs, licking at her friend's already wet pussy.

Applejack took off her hat and set it aside then slowly backed away and put Twilight's head on the floor. On her hands and knees, she bent lower and began to kiss Twilight, who returned her affections. They opened their mouths somewhat and began to make out passionately. They broke apart and looked at one another affectionately. Twilight Sparkle brought her hand to Applejack's cheek and smiled warmly. "Oh A.J..." She whispered. They kissed once more before Applejack moved upward and licked Twilight's left nipple. Deciding to return the favor, Twilight put her hands around Applejack's breast and began to lick it. Applejack moved to face Twilight Sparkle once more and kissed her lovingly.

"Don't rest now." Rainbow Dash told them. Both looked to her, who had stopped licking Twilight. She missed the feeling, but was curious as to her intentions. Rainbow Dash licked her lips and grinned, having another clever idea. Twilight Sparkle propped herself up on her elbows and looked at her friend cautiously.

Rainbow Dash pulled on Twilight's legs, bringing her closer and making Twilight fall on her back. She looked across the room and saw Fluttershy, Rarity, and Pinkie Pie had been as occupied as she had been. She had to admit that this level of intimacy was good. She was pulled back to her own group and saw Rainbow Dash had put herself between Twilight's legs. She held Twilight's right leg under her arm and began to rub their pussies together. Twilight Sparkle arched her back upward and cried out in pleasure. "Yeah, I knew this would get you." Rainbow Dash gloated. She also moaned, feeling great pleasure.

Applejack, feeling further arousal, moved closer to Twilight. Seeing the need in her friend, Twilight gave her a welcome smile. Applejack positioned herself over Twilight's face. Feeling a drop of fluid hit her cheek, Twilight held onto Applejack's thighs and raised her head. She began to lick Applejack's pussy, much to her friend's joy. She moaned out and let her arms fall to her sides. She heard Rainbow Dash chuckle a moment. She looked across Twilight's body and saw Rainbow Dash smirking with one eye closed. Despite the pleasure she felt, she had time to make fun of how quickly her friend had gotten weak.

Applejack pulled Rainbow Dash into a rough, yet passionate kiss. She broke the kiss and grabbed Rainbow Dash's nipples. "No...two at once isn't fair..." She groaned. Not one to be left out, Twilight began to nibble on Applejack's clit, making the girl moan. She began to massage Rainbow Dash's breasts, who kept rubbing against Twilight's pussy.

All at once, all three girls reached climax and cried out. Rainbow Dash collapsed onto Twilight while Applejack managed to stay up as Twilight Sparkle licked up her juices. After a moment, she too fell back. The three friends simply panted, feeling tired after their work.

Rainbow Dash moved upward against Twilight's body and pulled the girl into a deep kiss. Twilight Sparkle embraced her lovingly. They ended the kiss and looked at one another. "So, who tastes better: me or A.J.?" Rainbow Dash inquired. "Oh hush Rainbow." Twilight admonished jokingly and pulled her into another kiss.

Rainbow Dash was covered in a blue sparkling aura, rose in the air off Twilight, and dropped gently on Applejack. "Rarity?" Twilight Sparkle turned herself over and looked at her. "No rest for the wicked, as they say." She stated with a small grin. Twilight sighed. She found Fluttershy laying on her back. She appeared to have fainted. Rarity and Pinkie Pie must have been too much for the shy and timid girl. "Hehe, I'm not through with you yet." Pinkie Pie declared with a wicked tone. Twilight pushed herself upward into a sitting position, her legs spread apart. "Okay, bring it, Pinkie." She challenged, her head clear now. She planned to outlast the two girls so she could complete her task.

Rarity sat before Twilight Sparkle, both girls sitting on their legs. Deciding that she needed to tire Rarity and Pinkie Pie out, she took more of an initiative than she had so far. She pulled Rarity close to her, embracing her, and kissed her. Just like the others, Rarity's lips were soft and her hair like silk. As expected of a pony like her, Rarity smelled divine. The two kissed affectionately, tasting one another. Rarity wrapped her arms around Twilight Sparkle, getting further aroused. "Hey, don't leave me out!" Pinkie Pie told them. She sat parallel to them, took one breast in each hand, and began to suck on their two nipples at once. "Pinkie! Ah..." Rarity closed her eyes and put her forehead against Twilight's. Feeling both Rarity's nipple on her own and Pinkie's tongue and teeth, Twilight fell against Rarity and simply moaned. "Hehe. I'm good at this." Pinkie Pie chuckled. Twilight Sparkle and Rarity looked to one another through lust-filled eyes. Twilight didn't want to stay on the receiving end forever. She kissed Rarity once more and moved her right hand from Rarity's back. She trailed her fingertips from Pinkie's waist to past her bottom and found her wet pussy and began to massage. This caught the playful girl by surprise. "Eek!" She began to moan. Rarity lowered her head and began to lick at Twilight's left breast. Yet again, she would be the one receiving.

Regaining her competitive spirit, Twilight pushed Rarity gently on to the ground. With a coy smile, she licked her fingers and tasted Pinkie Pie, making the two girls blushed further. "My turn to give it." Twilight Sparkle declared. Rarity felt embarrassed to be laying in such a revealed and vulnerable manner, her pride hardly allowed it, but the look Twilight gave her forced her to comply. Twilight Sparkle got on her knees and slowly lowered herself to between Rarity's slender legs. She began to tenderly lick at her pussy. Rarity cried out in pleasure. Wanting more, she massaged her breasts, moaning with her back arched upward. Seeing her opportunity, Pinkie Pie moved behind Twilight. On her knees, she put her hands on Twilight's bottom and licked her pussy. She was caught by surprise, but didn't stop her work. She spread Rarity's pussy open and began to lick her, moving her tongue further in, causing the girl to cry louder.

With one final cry, Rarity climaxed onto Twilight's face. She licked up Rarity's juices as the girl laid on her back, chest raising and falling as she rested, moaning slightly as she felt Twilight Sparkle licking her. "Pinkie Pie...was simply...too energetic. I'll...need a moment." Rarity said between breaths of air. Not one to be outdone, Pinkie Pie thrust her tongue into Twilight. She moaned and rested her head between Rarity's legs. Rarity felt almost soothed to feel Twilight's breath hitting her down below. Satisfied that Twilight Sparkle was paying attention, Pinkie continued to lick her inside. "Pinkie...stop..." Twilight managed to say. She stopped on command, confused and somewhat saddened. Twilight pushed herself upward, catching a look at Rainbow Dash and Fluttershy laying on both sides of Applejack, cuddling. They licked and sucked both of her breasts as she rubbed between their legs.

Twilight Sparkle turned about and quickly pulled Pinkie Pie into a deep kiss. She felt evermore sensitive with all her rounds with her friends. They were naive as to what they were doing. To them, it just felt good. Twilight Sparkle wanted her friends to feel good, but she also had a task to complete. Pinkie gently pushed Twilight to the ground as they made out. Their lips parted and they looked at one another. They interlaced their fingers together. Twilight smiled affectionately. "I just can't win against you, Pinkie." She admitted. "Nope!" Pinkie Pie confirmed childishly. With one final peck on the lips, Pinkie repositioned herself so that each others mouth is near the others pussy. She lowered herself and began to lick at Twilight. Still quite sensitive, Twilight fought back her moaning and licked Pinkie Pie's pussy, forcing her tongue inward. She promised herself that she would outlast them all, even the likes of Applejack and Rainbow Dash.

As the two got close to sweet release, Rarity recovered some of her strength and positioned herself at Twilight's end. "Pardon, Pinkie dear." She said. Both stopped and looked to her. She took Twilight's left leg and laced their legs together. She rubbed their pussies together, eliciting a cry from Twilight. "Oh nice idea." Pinkie Pie praised her. "Of course." Rarity moaned, feeling levels of bliss. Pinkie Pie added to the feeling as she licked both of them along a line. She paid careful attention to their clits, nibbling and licking them in turn. This made them cry out in pleasure, each finding a new level of respect for the energetic pony. She began to lick their inner thighs, much to their delight. Twilight Sparkle, regaining some of her senses, renewed her attack on Pinkie. She licked Pinkie Pie while she rubbed her clit with her thumb, causing the girl to cry out. Finding an opening, she kept up her assault with her tongue as Rarity kept rubbing their pussies together. It took all her concentration, but she did not let herself get drowned in lust. After one final cry, the trio climaxed. Coming down from it, Pinkie Pie and Twilight licked the pussies before them, savoring the taste of their friends.

Her plan was a success: she outlasted them all. She congratulated herself for a moment. Twilight Sparkle gently levitated Pinkie Pie off of both her and Rarity. She sat up, wiping her mouth off. She looked about and saw her five best friends asleep. Applejack, Rainbow Dash, and Fluttershy were asleep in the same position as earlier: lying side by side with Applejack in the center, holding them close. Not wanting them to feel left out, Twilight levitated Pinkie Pie to Rarity's side, close together. Feeling a great warmth in her chest, she bent down and kissed each of them tenderly on the lips without waking them. She would remember the feel of their lips, the warmth and feel of their bodies, and the taste their new forms could offer. She stood and looked at them in turn, reflecting on it all. She could still feel them. She unconsciously touched between her legs and her chest. She determined that this form carried new sensations and instincts that act as a trigger, a flame that consumes until it is finally satisfied. However, she did enjoy it. She wondered if it would end when Zecora or Princess Celestia changed them back to normal. Shaking the thoughts from her mind, she moved to her washroom to clean herself. She had since grown occustomed to walking on two feet. She felt absolutely exhausted, but she was determined in her task.

Since she was now of a larger size, it was a cramped experience. She used magic to make up for it, bringing a bucket of water over her head and letting the water cascade down her body, her eyes closed.

She cast the bucket aside and grabbed a rag. She lathered it with soap and proceeded to wash her body. She wished to be in a presentable form when she goes to see the princess. Being covered with various fluids was not the appearance she wished to show to Her Highness. The rag glided over her soft skin, making it clean. She washed her arms thoroughly, not leaving an inch unscrubbed. She moved on to her chest, slowly washing each breast. As she did so, a jolt of pleasure ran through her. She stopped, surprise showing on her face. "Not...again..." She once more wondered on her new form. Any touch to a sensitive spot leads to arousal and arousal leads to what they just did. This is what she concluded. "Well, since it's already started..." She whispered, deciding to use it to her advantage. She used the rag to massage her breasts, stifling her moans of pleasure. Reason remained in her mind however: she was cleaning herself.

She moved the rag down to her pussy and began scrubbing firmly. Her legs went limp. She leaned against the wall and slowly slid downward, just above the ground. With her right hand rubbing herself below, she massaged her left breast with her free hand. She softly moaned as she caressed the warmth between her legs. She discarded the rag, dropping the ruse of cleaning. Perhaps this was simply her hidden desire.

With the soap adding further lubrication, her fingers slipped inside. Holding back a scream, she began to massage inside as she squeezed her breast. Feeling herself close to release, she pinched her nipple and used her thumb to rub her clit. With one final thrust of her middle finger, she climaxed with a soft and low cry escaping her lips.

Her feet slipped and she fell on her bottom. With her legs outstretched and spread, she slowly panted. She raised her left hand and licked it gently. With her arms at her sides, she sighed. She felt disappointed in herself that she lost control again. She narrowed her eyes, reviving her determination. Not wasting even a moment, she sped through her wash, calculating numbers and reciting old stories and legends in her mind to fight back any possible arousal. She didn't feel anything at all. She deduced that she had finally reached her limit as the others had. She made a mental note of it.

Twilight Sparkle dried herself with a towel and stepped out of her washroom. She moved on to the main room of her home and library. All her friends were still asleep. She smiled softly to them before gathering up her bag in her right hand and silently going outside. Once out, she looked around. "Where is everypony?" She wondered aloud. She silenced her curiosity, theorizing that the citizens of Ponyville were in-doors due to the change. She promised to return them to normal as soon as possible. Focusing her magic, she vanished in a burst of light and sparkles.

She appeared before the large doors to Princess Celestia's throne room. She looked about the area, noticing that the royal guards were absent. Growing worried, she forced the doors open and dashed inside, a serious look on her face. "Princess Celestia!" She called out, her eyes darting about. The throne was empty. She walked forward, preparing for a fight. "Princess?" She called once more. "It's me, Twilight Sparkle." There was no sign of her mentor and ruler.

Growing suspicious and alert, she wished her friends were with her. She stepped in further, always looking around. The doors closed behind her with a distinct sound. She spun around, then scanned the room for the perpetrator. "Are you okay, Twilight Sparkle?" A voice questioned. She turned about and saw Princess Celestia, princess of the sun and day, walking to her throne. She, too, was in the new form, but her ever-moving rainbow colored hair, her crown, and cutie mark remained. The princess was as elegant as ever. She sat down on her throne gracefully and smiled warmly at her student. "Princess Celestia!" Twilight called out, running to her teacher. "Greetings, my faithful student." Princess Celestia said. Twilight's thoughts ran wild. There was simply too much to tell. "Princess, I'm certain you're well aware of the situation. Allow me to tell you how it began." Twilight Sparkle began her tale. "Very well, please report."

Twilight told her about her lesson in potions in Zecora's hut in Everfree forest, and about how Princess Celestia's pet phoenix Philomeena flew in and dropped it's feather in the cauldron of shape-changing potion. She left out how she and her friends acted strangely and partook of unusual activities. "I see..." Princess Celestia said in thought, looking down with a serious look. Twilight took the opportunity to see the difference in forms between her and Princess Celestia. Her bosom was larger, and she was more well-developed. The warmth had returned to the younger girl. She shut her eyes tightly and clasped her hands together before her. "Please don't blame yourself, Twilight Sparkle." Princess Celestia told her in a gentle and motherly tone. Twilight opened her eyes and looked to Princess Celestia. "Philomeena is free to go as she sees fit. Occasionally she will play games with other birds. So truly, no one is to blame." Princess Celestia explained. "I see." Twilight thought on it with a serious expression on her face.

Twilight Sparkle once more looked over her teacher's new body. Princess Celestia noticed this and looked down at her body. "It truly is strange, isn't it?" She looked back to Twilight and smiled. "No, I think you look as beautiful and elegant as ever." Twilight told her. "Well thank you, Twilight Sparkle." Princess Celestia thanked her. Twilight understood the other half of their condition. A small sensation is expanded upon, and feelings that are already there are enhanced. Even with her understanding of it, she suddenly found herself deeply attracted to her teacher. She looked down at her teacher's legs and found something. "Princess, what's that?" She inquired. Princess Celestia looked down at her thigh. "Oh that? It's a bit of frosting. Luna and I were eating cake when we changed. How embarrassing." She laughed it off. "Oh I see. Allow me to clean it off for you, Princess." Her mind was in a haze. Before the princess could react, Twilight Sparkle dropped her bag to the ground, stepped near the princess, and went to her knees. She put her hand on the princess' knee, leaned forward, and began to tenderly lick the frosting.

"Twilight Sparkle, that tickles." Princess Celestia laughed. She blushed slightly, as it also felt good. Twilight cleaned up the small dropping of white frosting from Princess Celestia's thigh. "Well, as unusual as it was, thank you for your assistance." Princess Celestia said. Twilight licked at her again, moving downward into the princess' inner thigh. "Ah. What are you doing...?" Princess Celestia inquired, confused. Twilight Sparkle looked up at her. "I have to be thorough. The princess can't be seen with frosting on her, regardless of her current form." Twilight explained, justifying her unusual acts. "I can assure you, there's no more." Princess Celestia told her. Twilight simply smiled cutely and looked back to the princess' leg. She continued licking, relishing in the taste. Princess Celestia gave a small moan, uncertain about what was happening. She then understood why Twilight Sparkle took so long in arriving to her castle.

Twilight pressed forward, now on her hands and knees, as she reached the middle of the princess' legs. Princess Celestia continued to look down, nervous, but also anticipating the young girl's next action. Twilight licked Princess Celestia's pussy gently, gaining a reaction from the always regal princess. "That feels...good." She said, moaning. Twilight felt herself getting wet once more. That she was doing this with the princess she always respected and admired made her feel all the more better. Her smell and taste nearly drove the young girl wild.

"What art thou doing?" Came Princess Luna's booming traditional Canterlot voice. Princess Celestia and Twilight Sparkle looked to her with Twilight standing on her knees. "Uhh...Princess Luna." Was all Twilight could muster. "What art thou doing to our sister?" Princess Luna inquired. Even in her new form, her perpetually-moving midnight hair trailed behind her. "Oh, Luna. She...was cleaning me?" Princess Celestia tried to explain. Twilight quickly wiped her mouth. "Yes..." Twilight was at a loss as well. "Really?" Princess Luna inquired, serious and doubtful but also somewhat curious.

The young girl and older woman would feel bad for taking advantage of Princess Luna's outdated knowledge of Equestria, so Twilight Sparkle decided to tell her the truth. "I simply wished to make Princess Celestia feel good with this new form." She explained, deeply blushing. "It's this new form...it has instincts and impulses that drown one in unusual feelings. I was overcome and wished to engage in this act with Princess Celestia." She suddenly felt shame and began tearing with her face cast downward. She sat on her bottom with her legs at her sides."Oh, I see. Then please continue, Twilight Sparkle." Both were surprised at her reaction. Princess Luna stood there with her arms crossed under her chest. Twilight looked up at Princess Celestia, who then smiled warmly. "Come, my faithful student." She beckoned. Twilight Sparkle smiled and nodded. She turned back to face Princess Celestia's legs and spread them open further. She leaned forward and licked at the princess once more, making the woman moan out.

The young girl was once more on her hands and knees as she licked her mentor. The always composed woman was moaning with her face showing the pleasure she felt. This intrigued the princess of the moon. Seeing how wet Twilight was down below, her curiosity grew. While her sister, who governed the sun, had her eyes closed, and her pupil was engrossed with her task, Princess Luna stepped behind Twilight Sparkle and knelt down. She placed her hands on the girl's thighs, catching her by surprise. Princess Luna leaned forward and gave a tentative lick to the girl's pussy. Twilight held back a cry and continued to lick Princess Celestia's wet pussy. She founds the smell, warmth, and taste to be enchanting. She no longer cared if she was at the whims of her new form, she enjoyed it all. Twilight found the princess' clit and began to suck on the area. With this, both girls climaxed with one final cry, echoing through the throne room.

Princess Luna and Twilight Sparkle licked their partner clean, savoring the taste. Princess Luna stood up and wiped her mouth with her hand. "Tis not bad. We enjoyed that somewhat." She remarked. Twilight rested her head on her mentor's lap, feeling sensitive, tired, and warm. Still blushing, Princess Celestia brushed her pupil's hair lightly, looking down and smiling softly.

Twilight propped herself up and looked into Princess Celestia's eyes lovingly. Ignoring all nervousness and fear, she moved upward to Princess Celestia's face and kissed her deeply. While the princess was taken aback, she couldn't deny that it felt good. She leaned into the kiss and embraced her student. Twilight Sparkle pressed their bodies together, rubbing their breasts together. She opened her mouth somewhat and their tongues danced in their mouths. Twilight felt she would burst with the feelings welling in her chest. It felt simply incredible to her. She admired everything about her mentor, and now that she was this close to her, she felt utter bliss. She always desired to be near her teacher, and that wish manifested itself in a new form.

Twilight Sparkle broke the kiss, both taking shallow breaths of air and looking into one another's eyes. Deciding that she wanted much more, she went lower, down to the princess' chest. She placed her hands around Princess Celestia's left breast and licked her nipple. She once more noted the difference in sizes between herself and the princess. She reveled in the warmth and softness of her princess' bosom, and felt happy that she could make her feel so good. Princess Celestia kept her arms around her beloved pupil, feeling great joy and pleasure in her tireless work. She released Twilight Sparkle and put her hands on the girl's shoulders, pushing her away. Twilight looked up at her, almost saddened. She bent down and gave her student a quick kiss to her lips. While close enough to be heard, she whispered. "Perhaps you could spend time with Princess Luna. She seems lonely, and has much to learn of friendship. We can continue afterwards. Okay?" Twilight nodded, smiling. Twilight kissed her teacher once more, running her right hand through her majestic hair. Princess Celestia returned the kiss, quite enjoying the feel and taste. They ended the kiss and smiled to one another. Twilight Sparkle stood up, finding some strength in her legs to do so, and walked towards the princess of the night and moon.

Princess Celestia sat up and watched her student walk away. She stole a look at her bottom and looked at her cutie mark. She remembered how she received it, the day they met, and her parents. She felt a bit nervous, realizing what she had done with their daughter may be misunderstood. She smiled nervously to herself at the thought. However, she did think Twilight Sparkle, in this form, was quite attractive.

Twilight found Princess Luna leaning against a wall with her arms folded beneath her chest, staring off to her left side. "Princess Luna?" Twilight said, gaining her attention. Princess Luna turned her head to look at the girl. Princess Luna was younger than her sister, so she was smaller, but still more mature than Twilight Sparkle. "Yes?" She responded. "Forgive the abruptness, Your Highness." She said before leaning in to kiss the princess. Princess Luna was taken aback. Twilight deftly grabbed onto Princess Luna's wrists and forced her arms above her head against the wall. Princess Luna pushed her head against Twilight's and broke the kiss. "What art thou doing?" She questioned, suspicious. "Do you dislike it, Your Highness?" Twilight asked. "Well...no, we do not. However-" Princess Luna replied, uncertain of how to truly react. Hearing what she wanted, Twilight leaned forward and kissed the older girl. No longer fighting it, Princess Luna closed her cyan eyes and accepted it, kissing her back. This girl, who helped her to play with other ponies, was truly special.

Twilight Sparkle broke the kiss and the two looked into one another's eyes warmly. Twilight went forward and gently licked the left side of Princess Luna's neck. The princess gasped, then closed her eyes and softly moaned. She tilted her head to the left to give the younger girl more room.

Twilight released her grip on Princess Luna's wrists and slowly traced the length of her arms, down her sides while grazing her breasts, down her waist to rest on her hips. This sent a chill down Princess Luna's spine. Her arms fell to her sides, pressed against the wall. Twilight moved in to kiss the princess once more. She ended the kiss after a moment and smiled at the royal girl. "You're really cute, Luna." She complimented, dropping the royal title. Once more, Princess Luna was taken aback. "We...we are not cute." She said, flustered. "Yes you are." Twilight countered playfully. "And your skin is so smooth." She added. This made Princess Luna feel even more flustered. She cast gaze downward.

She decided to tease Princess Luna for a while. She was breaking out of her shell and interacting with others, but she still wasn't quite fitting in. Twilight wished to help her, and knew this is what Princess Celestia wanted her to do. Her left hand found it's way to Princess Luna's pussy. She lightly rubbed it, finding it to be quite wet. "Luna, you're so wet down here. Did licking me make you that happy?" Twilight inquired. "Nay..." Princess Luna replied, embarrassed. Twilight Sparkle smiled. It was too much teasing for the sensitive girl. "That's okay. I'm happy if you're happy." She said. Princess Luna looked to her, her cheeks blushing. She leaned forward and kissed Twilight passionately. Twilight returned the kiss and slipped her tongue into the princess' mouth. For a moment, their tongues embraced. Twilight pushed against Princess Luna's head to touch the wall. She ended the kiss and smiled gently.

Twilight began to gently rub Princess Luna's pussy with her left hand as she lowered her face level with the princess' breast. She tenderly licked at the girl's nipple, gaining a cry from her. The normally dignified and regal sisters, crying at her touch, made Twilight excited. She began to gently suck on Princess Luna's breast and rub between her legs firmly. Knowing that the princess would be close to release, Twilight stopped her actions, much to the girl's distress. Twilight lowered herself to her knees. She began to lick Princess Luna's pussy, slipping her tongue into the girl. The princess cried out, reaching new heights of pleasure.

She continued to lick the girl, thrusting her tongue into her as she was in the throes of passion. Twilight was growing wetter as well, but continued to please the princess of the night.

Princess Luna cried one final time as she climaxed. She slid to the ground and panted for air. Twilight Sparkle gently licked the princess clean. She sat up, sitting on her legs, and smiled brightly. "I hope that felt pleasant, Your Highness." She said. Princess Luna looked to her. "Aye, Twilight Sparkle, it did." She replied, feeling a mixture of happy feelings inside.

Twilight jumped slightly as Princess Celestia came from behind. She sat on her legs as she hugged Twilight Sparkle, pressing her bosom against the younger girl's back. Her right hand reached for Twilight's left breast and her left hand reached for her pussy. "Princess-" Twilight looked back to speak, but was cut short by a warm and deep kiss from the princess. Twilight closed her eyes and fell back into her teacher's embrace. She reveled in her touches and kiss. Princess Celestia rubbed her wet pussy and massaged her breast, much to the girl's joy. She lightly moaned into the kiss. Princess Celestia broke the kiss and smiled to her student. "You have served we sisters well, Twilight Sparkle." She began. "I was glad to, Your Highness. I enjoyed it quite well." Twilight told her. She rested her head against Princess Celestia's neck. Without her notice, Princess Luna cupped her right breast and began to suck in her nipple, causing the young girl to cry out in pleasure. "We shall repay thee for thine wonderful work." Princess Luna explained, giving her nipple one final lick. "Okay." Twilight breathed, her cheeks red and her eyes half open. That her mentor was paying her such attention made the young girl feel happy.

The three had adjourned to a large and intricately designed bath tub filled with warm water. Twilight Sparkle sat between Princesses Luna and Celestia, with Celestia to her right and Luna to her left. They sat close together with the water reaching just below their breasts. "You've been quite busy today, so just sit back and let my sister and I tend to you." Princess Celestia told her. Twilight looked to her, surprise showing on her face. "Wait, you knew?" She asked. She assumed the princess would be angry for playing with her friends before she reported the incident. Celestia nodded. "Of course I knew. Pleasuring all of your friends was quite the task." She smiled kindly. Her right hand reached for Twilight's breast and began to massage it. Twilight Sparkle closed her eyes, leaned her head back and moaned in pleasure. Princess Celestia moved her head forward and kissed Twilight passionately as she gently rubbed the girl's nipple.

Twilight heard and felt the water splash about. She opened her eyes while kissing the princess and saw Princess Luna bent over the side shuffling with something. She stared at the princess' cutie marks on her wet bottom. She ended the kiss and put her hand on the crescent-moon-shaped mark. She heard Princess Luna yelp in surprise. Princess Celestia smiled in approval and moved her hand from Twilight's breast to her pussy and began to massage. Holding back her moans, she gently rubbed the cutie mark. Princess Luna looked over her shoulder at Twilight. She smiled, blushing somewhat.

"Does thou think our cutie mark interesting?" Princess Luna inquired, still bent over. "I've always thought it was pretty." Twilight Sparkle explained. Princess Celestia put her arms around Twilight Sparkle's waist affectionately and kissed her cheek. She liked that her sister had such a bond with another pony. Princess Luna stood up and moved before Twilight. She bent down to face the girl, leaving only a few inches to separate them. "Thou art a very interesting pony." She said. "You're interesting as well. That's why we're friends." Twilight Sparkle told her. She put her hand on the princess' cheek for a moment and the two moved closer to kiss. Twilight moved her other hand to between Princess Luna's legs. The princess put her hand on Twilight's as it rested on her pussy. She ended the kiss and smiled warmly. "Nay, Twilight Sparkle. Tis our turn to drive thee into the throes of passion." She declared. Twilight blushed. "That's right." Princess Celestia agreed. Twilight looked to her and was pulled into a deep kiss. "We said it just before. Now we shall carry out our promise." Princess Luna told her. She took Twilight's hand and gave it a brief lick. Twilight took notice and felt herself growing warmer.

The three moved on to Princess Celestia's room. Twilight Sparkle laid on her back on the princess' extravagant bed, purple in color with numerous pillows embroidered with a sun symbol. Twilight's legs were spread open with Princess Luna between them, licking the girl's wet pussy. Twilight moaned in pleasure as Princess Celestia paid attention to her breasts. She was on her hands and knees on Twilight's right side, licking and sucking one breast while she massaged the other. All the sensations were too much for the girl. She cried out in ecstasy. Princess Celestia lightly nibbled on the girl's nipple before bringing her face close to Twilight's. She smiled affectionately, seeing Twilight's blushing face showing the pleasure she felt. "How do you feel, my faithful student?" She asked. "Divine..." Twilight quipped, crying out as Princess Luna rubbed her clit. Princess Celestia chuckled. "Well, after everything you've done today, you deserve it." She told her. Twilight smiled and raised her head to kiss Celestia. She put her hand on the princess' bottom, feeling her cutie mark. Princess Celestia pressed their breasts together a couple of times, gaining a small moan from the girl. Twilight once more noted the difference in size between the two, and how much bigger Princess Celestia's breasts were than hers.
The two kissed passionately for a few moments before breaking for air. They smiled at one another affectionately. "I love you..." Twilight whispered. "I love you too." Celestia replied. Princess Luna stopped her motions and crawled to Twilight's left side. The two looked to her. Luna looked somewhat hurt. Twilight smiled. "I love you, too." She said. She moved closer and kissed the princess of the night. Luna happily returned the kiss, feeling her love. Celestia, seeing an opening and opportunity, slipped away to between Twilight's legs.

Twilight moaned as she felt Celestia's tongue at work. Luna looked down and saw her sister. "We were doing that." She challenged. Celestia looked up, smiled, then continued to push her tongue into Twilight, gaining another cry. Deciding to let her sister have her way, Princess Luna licked Twilight Sparkle's left breast, then sucked on her nipple lightly. Twilight Sparkle felt her mind grow hazy. Princess Celestia knew she was growing closer to release. One final suck to her clit and she was there. Seeing her body tense, Princess Luna slipped beside her sister and watched as their love climaxed.

Twilight Sparkle settled down. Princess Luna and Celestia licked up her juices, enjoying the taste. Twilight moaned as they licked her, still quite sensitive. Once they finished, they laid on both sides of her, cuddling close. She wrapped her arms around their waists. They kissed her cheeks and rested their heads next to hers.

Twilight remembered her original mission. Still tired, but determined, she looked to Princess Celestia, who had her eyes closed peacefully. "Princess? What are you going to do about everypony who was changed?" She asked. Still resting, Princess Celestia replied. "A moment after everypony was changed, I changed them back save you, I and my sister, and your friends. I then directed everypony to stay indoors." Twilight Sparkle was absolutely baffled. "Hmm. So that is what thee did, sister." Princess Luna said in a tired tone. "Umm. Could you please elaborate?" Twilight Sparkle asked nervously. Princess Celestia finally opened her eyes and smiled. "Did you learn anything about friendship today?" She inquired. Twilight was confused, but thought hard and found her answer. "Change can sometimes be strange, and perhaps scary, but if you have your friends with you, it can be a very welcome change. And you just may learn something about yourself and others." She reported, smiling. "Very good. That's why I thought it best to leave someponies in their new form." Princess Celestia explained.

Almost on cue, Twilight's five friends stepped into the room. "Darling, how lucky you are to be able to have such fun with the most regal sisters in the world." Rarity commented with a hint of jealousy. Twilight raised her head and look at them. Princess Luna did the same while Princess Celestia closed her eyes, having in fact invited them. Pinkie Pie bounced closer to the bed, her breasts bouncing with her. "Tis quite the sight." Princess Luna commented. "Yeah." Twilight agreed. "The more the merrier, my little ponies." Princess Celestia beckoned to them. "Oh my." Fluttershy said. "Eeyup. Get ready." Applejack said, putting one knee on the bed with a grin. "Oh boy." Twilight sighed, letting her head drop to the bed. She felt the bed shuffle as her friends climbed onto it. Princess Celestia chuckled, known for having a playful nature. Pinkie Pie's face appeared over Twilight's. She grabbed Twilight's left breast with a grin. Twilight smiled weakly. "I had a feeling today would never end." She said. "No, I'll lower the sun and Princess Luna will raise the moon on schedule. But that won't be for hours." Princess Celestia told her. "Hours." Pinkie Pie said in a hushed tone. "Aye." Princess Luna confirmed, kissing Twilight's cheek. "Okay. Let's go." Twilight said, freeing her arms from beneath the princesses.
"You know, these new forms give me ideas for a new clothing line." Rarity commented, sitting on her legs on the bed and looking down at herself. Twilight propped herself up with her arms behind her. "Everypony else was changed back before they knew what happened, and I think Princess Celestia will change us back today." She countered. Princess Celestia sat up, smiling. "That's a great idea. I shall commission such clothing for next time, Rarity." She said. "The princess, commissioning clothes from me? Oh, I shall do my very best!" Rarity declared happily. "Next time?" Twilight Sparkle questioned her teacher. Princess Celestia looked to her. "Yes. Next time." The princess clarified. She quickly wrapped her arms around Twilight, pulled her into a kiss, and pushed her onto the bed. "Wow." Rainbow Dash said. "I'm not gonna be left out." Pinkie Pie said, pushing Rainbow Dash onto the bed and kissing her. This cued the others to pair off.

Author's Notes: This was a request from a a friend I've known for years. I didn't know a thing about My Little Pony: Friendship is Magic, and suggested he ask someone else for this. He persisted, made me watch every episode, and wrote some notes on what should happen with who. I neither like nor dislike the series, and am deciding on why he is my friend. Nevertheless, I hope you enjoy this story.