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Fluttershy's Third Lover For JCFoxman By Draconicon

Fluttershy let out a soft moan as she rolled onto her side, her body still tingling from the long night of fun that she'd shared with her friend. The yellow pony looked over her shoulder, smiling at the purple mare on her couch, and started looking for her clothes.

It was a bit of a search. They'd been thrown off quite early, and in all sorts of different directions. Her romp with Twilight had been...intense to say the least, she thought with a blush. Eventually, she found her top - little more than a pair of triangles held together by some string - on top of a pile of carrots, and started looking for the bottom half of her 'outfit.'

As she did, she was more conscious of the way her hips swayed, of the way her breasts bounced, than ever before. Every move she made seemed to make her breasts - her boobs, as they were certainly too big for that modest word - sway and swing and bounce. Even a simple step, wrapped up in the tight little triangle bra, seemed to leave them jiggling with how big they'd become.

And Twilight certainly seemed to like them, she remembered with a small blush, feeling her sex burn a little at just how much the purple mare had enjoyed fondling them, feeling them. Her friend had almost seemed...envious of them.

Envious. That was something that Fluttershy had never thought she'd see her friends feeling towards her. She had a quiet life, not that interesting, not that eventful, and she had so little in the way of things to be envious of. But with Crevara's help...

Crevara...

Briefly, the yellow mare considered introducing her two lovers, but she rejected it almost out of hand. The idea was a fun one, and something that she had no doubt that everyone would enjoy, but at the same time, Twilight had always been too curious for most peoples comfort, and Crevara seemed to be the sort of pony that appreciated privacy. Maybe another time...maybe.

She had finally found her bottoms - a black set of underwear that was barely more than a thong - and was starting to step into them when she heard Twilight groaning from the couch. She turned, smiling at the blinking purple mare.

"Did you sleep well?"

"Yeah...yeah, I did. What about you?"

"Oh, I slept fine...don't worry about me."

"I'm not worried at all. Except about where you're going."

"I was just -"

Fluttershy paused, feeling a tingle running down her back. It wasn't much, something that she would have ignored a few days ago, but now -

There was it again, a bit stronger. It wasn't unpleasant, just a little chilling, like someone stroking a finger from the back of her neck all the way down to her tail, and making her break out in goose bumps beneath her hair. She blushed a bit, particularly as the little triangles covering her nipples started to tent out a little bit.

And it wasn't like Twilight missed it, either. Her friend smiled.

"Getting more ideas, Fluttershy? I'm thinking that you were hiding quite a perverted side..."

Fluttershy blushed a bit, but not from the comment. At least, not entirely.

She could feel that it was Crevara, summoning her to come see her again. It had to be; who else would be able to make her feel like that, and from a distance, for that matter? The yellow mare shook her head.

"No, no. I just...I have to go...just for a bit."

"Oh..."

She bit her lip as she saw Twilight look so disappointed, and reached out to take the other pony's hand.

"Don't worry. I'll be back soon."

"I know. I just...you know, was hoping -"

"And we'll do more. Even more than last time."

"More than - what did you have in mind?"

Fluttershy leaned in, whispering a few things in Twilight's ear. By the time she pulled away, it was her friend's turn to be blushing like the sun, and it felt rather nice to be the one making someone else feel so hot and needy.

She turned -

WHAP!

"EEEP!"

Fluttershy almost jumped through her own roof at the sudden smack from behind, her cheeks burning bright enough to make her look like Big Mac in terms of coloring. She looked over her shoulder, seeing a small, glowing tendril. It was purple in color, just like Twilight and her magic, and the mare realized that her friend had decided to get her back.

Rubbing her rear as Twilight waved her off, Fluttershy headed back to her room. She couldn't believe that her friend had escalated it like that, but at the same time...

If she can make tendrils like that...mmmph...

She bit her lip to keep from moaning at the ideas that filled her. Twilight might not have as many perverted and fun ideas as Crevara did, but she had no doubt that her friend had a great deal of magic in store for her, as well as many different perverted...experiments. She wondered what sort of things Twilight might have in her library, as well, things that could be done with magic...

Shaking her head to clear it, she paused by the mirror in her bedroom, looking at herself again.

It never ceased to amaze her how much she had changed. She'd never been a flat or under-endowed pony, to be sure, but this was something...so different. She raised her hands to her chest, feeling her plush, soft, giving flesh. Her breasts seemed to pillow out around her hands, sliding between her fingers as she fanned them out, and she blushed as she realized how sensitive they still were.

Bringing her hands down her sides, she felt the way her belly slid inwards before flaring out again at her hips, making her look like one of the hourglasses that adorned the walls in the different libraries that she'd been in. Her rump pushed outwards, filled and full, and she could feel her rump cheeks grinding against each other whenever she took a step, like they were sliding along one another to get everyone's attention.

She reached back, feeling them, feeling the way that they gave and squished about like her breasts did. Biting her lip, she pulled them apart, and gasped as they came back together, almost clapping from their own size as they collided with each other.

"Mmmph..."

Everything just felt...so good, and with the skimpy clothes she wore, she could see every little movement, every little sway that her body did because of its new weight in different areas.

But...

Looking around, she found the glowing note. Crevara had sent her back with that, something to let her get back to the hut quickly if she was summoned. She picked it up and immediately felt the witch's magic swallowing her up. It flowed over her like a great yellow bubble, swallowing her in a tingling, powerful light...and she vanished.

The sunrise hadn't quite reached the witch's hut when she reappeared there, which meant that the place was more than a little dark. The torches and lamps that had lit it during her previous visits were out, which left her squinting through the shadows, looking for her friend.

"Crevara? Crevara, are you there?"

Her voice was little more than a whisper, the little confidence that she had around Twilight gone in the presence of her...her...

She almost wanted to say 'Mistress,' but it was too embarrassing a term. At least, for her to say out loud.

Fluttershy took a step, and heard the softest of rustles behind her. No other pony would have heard it, but she was so used to the tiny sounds that the little woodland creatures made that she couldn't miss it. She started to turn -

"Eeep!"

She yelped again as shadowy hands grabbed her about the ankles, holding her in place as others started slithering up her legs. They were a strange combination of shadow and smoke, leaving her feeling groped and squeezed and tickled all at once with the way that they seemed only half solid.

Up and up they went, coiling about her thighs, pushing her legs apart until they reached her middle. They criss-crossed as they went up her belly, and then up to her breasts. The ends were clawed hands, and she stared at them as they hovered before her breasts, fingers wiggling lasciviously before grabbing her.

Arching her back in a hot moan, the Pegasus pushed her chest forward, right into that grip. They fondled her, squeezed her, before pushing at the bottoms of her breasts, making them all the more obvious, as if she was wearing a push-up bra from the most perverted place in all of Equestria.

"Heh...hehehe."

The soft laughter caught her attention, but couldn't get her to stop moaning. She turned her head, looking into the shadows, and caught sight of the witch.

"C-C-Crevara..."

"Oh, Fluttershy, are you still so shy? Call me by my true title."

"M...Mistress?"

"Very good, girl, very good."

The witch pony stepped out of the darkness, and the Pegasus blushed at the outfit she wore. It seemed made entirely of feathers, creating a more winged look to the witch as she moved. They covered her chest, though only barely, and the feathers all pointed out, as if her breasts were lifted up by wings.

The witch lifted her hand, and the ghostly hands at Fluttershy's chest followed the gesture, pulling on her breasts and squishing them beneath their fingers. She moaned, panting.

"Oh, my boobs...they're so...sensitive..."

"Yes, and they'll get more sensitive, little pony. More sensitive, more needy, more heavy...every time you visit me."

She blushed, feeling her sex dampen all the more at the thought of being changed every time she visited. The need for it, the eagerness, shocked her...but it no longer ashamed her, something that she was happy for.

As the ghostly hands kept playing with her boobs, lifting and lowering them whenever they weren't being squeezed, the witch circled her. Fluttershy tried to keep Crevara in view, but it was next to impossible with the way that she was being teased. Her back was kept in an almost permanent arch, pushing her chest towards those hands, those pleasurable, big, eager hands.

Every time that they pushed up, she swore that her boobs felt bigger, and bigger. Even looking down, she swore that they were larger, felt heavier in those ghostly hands. She shivered, little moans pulled from her lips as they were rolled, lifted, and squeezed in the witch's shadowy grip.

One started teasing her nipple, tugging on it and making her breast pull outwards a bit. She bit her lip, panting as she swore her boob looked even bigger when it did that.

As the other did the same, the witch leaned in, whispering to her.

"I know that you had fun with one of your friends last night. It seemed that you were doing everything you could to get her to admire you."

"I...I wasn't...she just came to visit..."

"Ah, but you invited her to stay...all night long."

She couldn't deny that; it was true. Her blush got worse, and her words disappeared as the hands mashed her boobs together, bouncing them off of each other, grinding them against one another.

"Heh...your inner need is showing, Fluttershy. But that's good for you. You've always had this need, and never shown it to anyone. It's about time that the world sees you for what you really are, for what you really need."

Crevara stroked her cheek, shaking her head.

"And your friends should know what they need, too. Do you think that your purple friend will be ready soon?"

"I...I don't know...She's so curious..."

"That can be good, and bad..."

The witch kissed her on the cheek, and Fluttershy felt her heart tremble. The hands seemed to double, another pair running down her hips, squeezing at her rump, squeezing, rubbing, admiring her curves.

All the while, her Mistress kept talking.

"There's another friend of yours, one that my servant saw while wandering the town. Quite pretty, with a coiffed mane and a diamond mark along her flank. Do you happen to know her well?"

"R-Rarity?"

"Mmm, a good name...a rarity she is, and one that I think we could both have a great deal of fun with. She's been shopping in all sorts of lingerie stores, doing it in the night where people aren't looking. Don't you think it's a shame that she's hiding that?"

Fluttershy's mind immediately went to her friend, or rather, to her friend's figure. She remembered the plentiful curves that the fashion pony had, how voluptuous and perfectly hourglass-shaped she was. The thought of those breasts - no, those boobs, naturally boobs - being hidden from others, being constrained to private viewings alone, sent a keening ache through her.

"It's such a shame...she should..."

"Flaunt it like you?"

She blushed again, but it was true, in a way. She looked down at herself, at the way her breasts were bound only in a thin line of fabric and cloth triangles. Her sex was covered by little more than a strange of cloth, something that sunk between her nether lips and pressed deep inside of her as she walked. She remembered the way it felt, just getting home, and how many times she'd almost stumbled from how good it felt...

Shameless, was the word that she wanted to use to describe herself...but it was only her clothes that were without shame.

Crevara leaned in, kissing her on the lips.

"Don't worry, my Fluttershy. Things will be better soon. You love your curves, don't you?"

"Oh yes...I love them so much..."

"You love your butt?"

She blushed and nodded.

"You love your boobs?"

"Y...yes..."

Particularly, she loved how big and heavy and perfect they felt in those shadow hands. Fluttershy arched her back as those hands lifted her boobs again, holding them up, giving them support, making them look even bigger than they actually were. It was like feeling a perfect lover, and feeling perfect at the same time.

"Then don't worry about what anyone else might say. You are who you want to be, and you can show off whatever you want. There's nothing wrong with it."

She nodded, even as she whimpered as the hands finally slipped off of her, disappearing back into the darkness. She'd been so close, and would have liked to get over the edge with those things.

Instead, Crevara helped her to her feet, and guided her towards the door.

"You know that it's good to show off...but your friend doesn't. I think it's time that you paid her a visit, and helped her learn the lesson that you have already learned. What do you think, my Fluttershy?"

"I will...I'll let her see what's happened to me..."

"And she'll do the rest."

Fluttershy didn't know what the witch meant, but that wasn't anything new. Her head always felt like it was on the wrong way around when she visited her lover, and she trusted Crevara to think for her.

She was off like a shot, heading towards Ponyville, and only somewhat slowed down by the bounce of her breasts and the natural sway of her hips.

#

Rarity grunted as she threw another pair of panties into the growing pile on the left side of the mirror.

"Ugh, nothing more than cheap cotton; I wanted silk, silk that would hug my hips and make me feel like a goddess."

She received no response, nor did she expect it. Her sister had been out with the rest of her family, headed to Canterlot for an official gathering with the rest of the family. Rarity had decided to stay in Ponyville, finishing up an order for a rather high-up client, rather than dealing with the various gossip and rumors that the rest of her family liked to spin.

Of course, that meant that she had time to enjoy herself, to wander through town and do a little shopping for herself. Shopping that was turning out increasingly disappointing, for that matter.

A lacy bra joined the left-hand pile. The rubbish, she called it, while the pile on the right - barely a tenth the size of the one on the left - was the suitable. The white unicorn shook her head, reaching back for her bags for the next pair.

"I swear, I'm the only one in this town who can make clothes for a lady like me..."

At least the next pair was better than most of them. The lacy effect on the black bra didn't quite overwhelm the style that it was cut in, and the shape left most of her breasts exposed, with the cup around her nipples and the bottom part actually comfortable. She turned to the side, and smiled slightly as she saw that it had a slight uplifting effect, as well.

Of course, that was hardly enough for her.

Her horn glowed, and she pushed from beneath, making her breasts rise upwards a little ways. An inch, perhaps two, and it looked much better. No sag there, not for her.

Then again...why stop at better, when she could make it look the best?

Her horn glowed a little brighter, and the matching glow around her breasts got bigger, brighter, almost surrounding her chest completely. She let out a soft sigh as the magic lifted and lowered her breasts, making them bounce in the bra. Every time that they fell, she could feel their weight, their size, and bit her lip as it tugged on her with every bounce.

She leaned back, and the glow pushed her breasts up, making them swell within the magical grip. Not from growing, but just...from having that support...looking so big, so round, so perfect...

Rarity stroked one hand down her side, coming to the crotchless panties that she had picked out as well. They were better than the others, she had to admit; there was more comfort around her sex, rather than it digging in all the time, and the extra pull around her rear was a godsend.

Her hand went back to her rump, feeling the cheeks. Soft, squishy, and eminently squeezable, they were quite the boon to her looks, though not always to her own fashion. Unless she ended up making the clothes herself, she always ended up having to fix the bust and the rump of the dresses she bought, otherwise they squeezed her to a skintight level.

Not that that's unflattering on a pony like me, she thought with a little titter. Her horn glowed brighter, pushing up underneath her rump, and making it stick out just a little bit more. The effect made her look quite...alluring, she thought.

Turning to face herself head-on, she let the magic bounce, making her breasts rock up and down as if she was in the middle of a run, or...

Oh, how obscene this would look, if a stallion was giving me a proper rut...making me bounce like this...ooooh...

Rarity's thoughts wandered, feeling the rise and fall of her rump as well, as if something was clapping, smacking into it again and again, and she moaned under her breath. It was a good thing her panties were crotchless at this point, otherwise they'd be utterly ruined by how much she was leaking, and she hadn't yet decided whether she'd keep them.

Ding Dong.

The doorbell. Rarity was shocked right out of her personal admiration, and rushed to get one of the bathrobes hanging from the hooks of her room. She settled for a blue one, and ran down the stairs to the front door, wondering who could be calling at her home this early in the morning.

She opened the door, and got the obvious answer, in a most unlikely outfit.

"Fluttershy? What are you doing here, dressed like that?"

It was...scandalous, to say the least. The yellow Pegasus was dressed as if she had just crawled out of bed, and just gotten out of bed from a wild night, at that. Her bra showed far more flesh than anything that she had picked out for herself, and those panties - if one could call something that had less material than a thong 'panties' - looked like they were about to disappear between her legs.

But that wasn't the only surprise.

Rarity was shocked to see that her friend had changed, and changed drastically. She had been used to being the biggest, most developed of their friends, and while she still held that title, it was...drastically reduced, in her lead over them. Fluttershy's breasts actually looked as if they might be big enough to match hers, and her rear was only less because the Pegasus was a bit smaller framed than her.

She hurried the pony in, even as she started making unconscious measurements. The bane of any dressmaker, she could read the other pony's measurements with ease...and it shocked her to see just how quickly Fluttershy had grown...

The Pegasus blushed as she was hurried into the house, unable to ignore the way that her underwear was clinging to her. It felt like it was doing it worse than ever, though it had molded to something different on the walk. She both thanked and blamed the witch, for that, as she didn't have triangles over her nipples anymore. Instead, it was more like a pair of uplifting hands, fingers curled around the ends of her breasts.

But her underwear was still essentially the same, only barely keeping her sexual parts from being completely on display.

Doing her best to ignore the wetness running down her legs, she followed Rarity as she was led to the back of the house. As soon as they walked in, the fashion pony started pulling down different dresses and outfits, shaking her head.

"My goodness, darling, but you look like you should be walking the backstages of Manehattan rather than the streets of Ponyville."

"W-what do you mean?"

"Your body, Fluttershy, your body! You're almost as big as me, now. Not that that's a bad thing, but you look like some special model...Perfect for a few of my dresses, let me just say."

The yellow Pegasus blushed a bit, particularly as she realized just how expensive some of the clothes that Rarity was throwing at her were. Even with a year's worth of savings, she might not have been able to afford some of those.

When Rarity finally paused to consider the differences between two dresses, Fluttershy put the pile of clothes down, and walked up behind her friend. She tapped her on the shoulder, and blushed as the unicorn whipped around, staring her up and down again.

"I, um, wanted to...wanted to ask your opinion on something..."

"Oh, Fluttershy, you know you can always ask me anything. What did you want?"

"Well...I wanted to get something...nice..."

"Oh, darling, there's plenty of things for that. Let me -"

"I mean...nice underwear..."

She immediately realized that she'd said the magic words. The way that Rarity's eyes lit up, she knew there'd be no stopping the unicorn now.

Mmmm, someone that wants me to work on that? Well, now, it's a little bit...obscene...but how can I turn down a friend?

It didn't hurt that Fluttershy was now almost as big as she was, which would mean she'd get the practice she needed to make something for herself, as well.

"Come, come, to my studio!"

She dragged Fluttershy along towards a room on the bottom floor of the house, set aside from the rest. While she did most of her work at the shop, Rarity knew the value of putting down ideas and getting things worked out while away from work as well. She'd set up the studio long ago, to the annoyance of some members of the family, and kept an entire half of the first floor for it.

Pulling her friend into it and setting her on a podium, Rarity set to work, getting out the measuring tape and the pins and the needles, every tool of her trade laid out on the floor. Her magic pulled the measuring tape tight around Fluttershy's stomach, and then her waist, and then her rump, getting the three different measurements as the Pegasus blushed.

"My my, but you've grown. I can't help but wonder what product you've been using, my friend."

"P-Product? I swear, I've not been -"

"Oh, come now, Fluttershy. You can't just hide this from me; I've always been the biggest and the curviest of our friends, and now you're trying to beat me?"

She playfully pouted, and it got the desired effect of getting the other pony to laugh. The measuring kept on, dragging the measuring tape between Fluttershy's breasts, around them, and from her nipples to her back. Each successive number made Rarity's eyebrows go up a little bit further, and leave her a little more shocked at the transformation that had occurred.

Whatever had happened to Fluttershy, it had left her tremendously endowed. There had been a few days in her past - accidents, of course - when she'd stumbled into what she'd thought was a runway club and found it staffed with the most...obscene...ladies. Even they would have been hard-pressed to compete with the sheer sensuality Fluttershy's measurements and curves put off.

And Rarity...couldn't help but admire it.

Her hands started to linger along the Pegasus' curves, running her hands over Fluttershy's hips and then up towards her chest. She stopped herself before she started groping, though, shaking her head in disbelief.

It was shocking to be touched like this, to be rubbed and fondled and teased, but Fluttershy enjoyed it more than she really thought she would. Perhaps it was because of all her time with Crevara, but being with another mare...no longer had the taboo that it used to.

At the same time, she knew that she couldn't keep the secret up for much longer. Rarity was joking with her, now, but if the unicorn started getting more curious - and she looked like she was - then she would have to start lying...and she wasn't very good at lying.

Looking about for a distraction, she saw - through an open door - a bathtub. Rarity and her had shared baths in the past, though not for a long time. The oils and the lotions there looked like they would be comforting, and she knew that it would at least take their minds off of the constant touching going on.

"Um...Rarity?"

"Hmm?"

"Do you remember...when we used to take baths together?"

"Ha ha...I do, yes. We used to take them and gossip together about all the things that happened to us that week."

"Heehee...Do you..."

She blushed.

"Would you like to do that again? Just for old time's sakes?"

"Well..."

Rarity looked towards the bath chamber as well, and then smiled.

"Why not? And it would be good for the both of us, and make you nice and smooth for your next round of measurements."

It didn't take long to fill the bath tub, and soon, they both stepped into the water. The oils floating along the surface of the bath left her feeling a little bit slick, and wet, almost like the feeling of sweat when Crevara had used her so hard the first time. She thought that if she laid her hands on her breasts, they'd just slide right along them, making her even more...slippery.

Oh, why can't I stop thinking about my boobs? she thought to herself, looking down at them. Even as she sat in the bath, more of her breasts floated out of the water than stayed in it. And Rarity was still staring.

"Fluttershy..."

"Yes?"

"I think you need a hand getting...clean..."

Rarity moved in before she could stop her, and Fluttershy blushed as she felt those talented white fingers running down her shoulders, taking water and brushing it through her hair, and then running soap and lotions down her body. Little shudders of pleasure made her break out in goose bumps, and she whimpered to herself as she was teased.

But despite her embarrassment, she couldn't help but look back, taking in Rarity's shape. The unicorn was beautiful, those white breasts as big as her own, and looking just as hefty. She slowly reached out, pushing up at them. As soon as she touched them, Rarity let out a soft, shaky moan of her own.

"Ah, what are you doing, darling?"

"I'm...seeing how heavy your boobs are."

"Boobs?! Fluttershy, that is not -"

"Rarity...it's just us here...you don't have to pretend."

She squeezed a bit, and Rarity's protest faded into another shaky moan, another little shiver of pleasure. Fluttershy leaned in, kissing the unicorn on the nose.

"Besides...they're too big to be breasts..."

"Too big?"

"I don't have breasts...I have boobs..."

She pressed forward, feeling slightly more daring, like she needed to do this. Their breasts squished together, only for her oily pair to make them slide off of each other, pressing outwards as she squished her pair against Rarity's chest. She blushed a bit.

"Boobs...not breasts."

"They're...quite big."

"And so are yours."

"Well, I don't want to brag -"

"Yes, you do. Brag about your boobs?"

"Alright, alright...I have big boobs."

The two of them giggled, though that broke off when Rarity decided to return the favor. Her horn lit up, and Fluttershy gasped loudly as the blue-white magic lifted her breasts from beneath. It felt so much like Crevara's touch, so much like the wonderful, amazing feeling of having her boobs teased by the witch, that she arched her back immediately, following her needs to put them on display.

Rarity dropped the magic immediately, but unlike Twilight, who would have started questioning, she started smiling, almost like a smirk.

"Well, well, now...are your boobs that sensitive?"

Rarity straddled her, and Fluttershy blushed as she looked up at the unicorn. The feeling of their oiled-up bodies against each other, the way that the position left the hot water around them, cushioning everything, and left her sex to sex with her friend, had her panting already. As Rarity used her magic, gripping her by the breasts and the rump, Fluttershy had to cover her mouth with her arm to keep from moaning at the top of her lungs.

"Let's see what else is sensitive..."

They didn't finish until the water had gone cold and the sun was halfway towards noon. Rarity was leaning over the side of the tub, her breasts splayed out on the rim, while Fluttershy leaned back against the other side of it, panting and gasping as she recovered from the long, fun session.

I never thought...Rarity could be so...eager...

Flashes of the fun they'd had, of Rarity straddling her, grinding against her stomach as she groped and fondled her yellow breasts...of them grinding chest to chest, the oils on their skin making them shimmer as they slipped along each other...fingers dancing against their sexes beneath the water...all of it had been great, and Rarity had been fully in charge the whole way through.

It had been almost as good as with her Mistress.

She blushed at the thought, but knew that Crevara would treat Rarity well, and if Twilight was there too...

Risk or not, they really need to meet her...We need to be together.

Half swimming, half walking across the giant bath, she joined Rarity. She let her breasts flop over the side as well, and tried to think of the right words.

"Um..."

"Yes?"

"I did have...help...getting bigger."

"I thought so. What sort of spell did Twilight give you? I want to see it!"

"It wasn't Twilight. It was someone I...met. And I want you to meet her too."

"Oh, really? And is this friend someone who -"

"She's...the one I want to look nice for."

"Oh. Oh! I see..."

Fluttershy blushed worse than ever, starting to look away. It was rather fortuitous that she did, considering that Rarity jumped to her feet only a second later as if struck by lightning. The bathwater spilled out and soaked her hair, almost getting in her eyes.

"Ideaaaaaa! I know the exact look for you! Come on!"

Yanked out of the tub without so much as a towel, Fluttershy supposed that the reaction could have been worse...

The End