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It started to rain. Scootaloo was crouched by some bushes, with her back to a properly scouted tree. She could see the entrance to Zecora's tree-hut, a large section of the wilderness, and the pale fur of one of her two her best friends. Guard duty was something everyone did a lot of, in the Everfree Forest, and everypony who had survived did so because they had developed good instincts for it. Boredom would claim everypony sooner or later but one could still survive if they came out of their guard trance when something hostile approached. This part of the forest was filled with creepy-crawly things but they were so off put by the herbs and enchantments of the zebra's hut that it was unlikely anything would come this way.

Crouching in the bushes was an easy thing for the relatively tiny mare to do. Her rust colored fur and stripped body paint made her difficult to see and she was light enough that her legs did not easily go to sleep. Thoughts cruised through her mind as she considered Zecora's plan.

The idea of becoming a Thestral both thrilled and terrified her. What would happen when she accepted that way of life? How much would her body change? Would she be able to fly without being brought down by the dragon-like monsters that Tirek had released upon the land? Would changing the body also warp the mind?

None of these questions would be answered before it was too late but that did not stop her mind from ruminating on them. Will anypony still accept me if I'm a Thestral? Will Rainbow Dash be able to love me now that I'm an adult? Will she even be interested in me or will I just be that little kid she used to mentor? Did I just invent that night in her home? Did I hear those whispers of affection and turn them into something that they weren't?

A shudder distracted her and she wiped a tear from her eyes. No ... don't do that. Everyone needs you, Scoots ... hold it together. Things are finally happening. I managed to survive a decade of nothing and now destiny is finally moving us forward. Don't fall apart now!

Scootaloo shook away her fears and focused on her environment. The scent of the forest was intensified as the rain fell through the trees. The cries of the animals were constant as they staked out their territory and warned away any rivals. The energy of the forest seemed especially intense as several different types of male creatures began making intense territorial noises. That meant there were likely females in the area and Scootaloo knew these rivalries could be incredibly dangerous to get near.

Something crashed and something else screamed. Scootaloo gripped her spear and made ready to strike. A pair of long-tailed squawks burst out of a collection of trees and tumbled through the air. Feathers flew as the males tore at each other until one fell to the ground. The victor let out a snarling victory wail which was echoed by a female. Then the male pounced into some bushes and the sounds of intense mating crooned through the wild. This scene repeated itself as several other species arrived, fought, and fornicated noisily.

By Celestia, what's going on? I know things can get wild out here but this is nuts!

Concern grew and Scootaloo decided to check on Sweetie Belle. It took only a moment to find her because the unicorn's white fur seemed to glow as she stared out into the night. Her muscular body was pleasantly curved and her breasts were barely contained by the outfit she was wearing. A lack of proper bathing facilities meant her pheromones had not been washed away and she had been using all of her sweet and sexy curves to seduce her stallions only a few hours ago.

Scootaloo shook her head and turned away from Sweetie Bloom. She did not generally think of her friends that way but they were incredibly attractive. Sweetie Belle and Apple Bloom had blossomed in ways none of the other blank-flanks had managed and they were certain it was the magic of having so much sex. The thought of her friends writhing in ecstasy had invaded many of Scootaloo's dreams and it only seemed to be getting worse in recent years. The small pegasus was still a virgin ... and she had plenty of needs.

Whoa what was that? I have needs? Well, yeah I have needs ... and Sweetie Belle's really hot ... but she's not into mares! Why can't I stop thinking of her? Why can't I ... stop?

A thickly muscles manticore strode out of cover and struck a pose. Scootaloo froze, staring at the impressive muscles, the wild mane, and then her eyes locked onto the impressive testicular sack riding aft of this magnificent creature. Scootaloo could not remember ever being attracted to a male in her life, and this one was not even the right species for it. A mixture of terror and desire seemed to scramble her senses, and though its eyes passed over her more than once, it was not even a little bit interested in her.

A sound that was definitely a mating call rumbled through her bones and it was answered in short order. The female manticore stepped forward and the pair circled several times before making their move. Scootaloo was mesmerized by the emersion of the barbed male member and the way it pressed firmly into the female's sex. The scent of their musk made her shiver and the sounds of a male plunging into a female made her weak.

When the male gripped the female with his teeth, Scootaloo dropped her spear and fell onto her rear. One hand traveled between her legs and she let out a little moan as she touched herself. Her breathing had become harder and Scootaloo felt as if her skin was on fire. Part of her mind began to try and fight what was happening to her but the rest of her did not care.

Fingers pinched her engorged nipples while the other slipped along the lubricating warmth between her legs. Each flick of her button sent shockwaves of pleasure through her body and she could not stop staring at the display before her. The sounds of a rough male penetrating a wet female made noises that the pegasus could not ignore. Her pleasure grew more intense until the male thrust forward with a roar and impregnated the female beneath him.

The orgasm that shuddered through Scootaloo's body was far more intense than it should have been. It went on for several seconds and left her trembling helplessly on the ground. Eventually the manticors separated, moving off in to the wood line as a mated pair generally did.

Scootaloo sat on her rump with her chest heaving and her eyes wide. Oh buck. It's effecting me too! Whatever's happening to the animals is happening to me! The delicious ache continued to resonate in her veins and she began to wonder if she would be able to focus on anything else if danger came. Holy Celestia! What's going on? This has to be magical! Is it part of Zecora's spell? The glow from Zecora's hut had become more intense than normal and Scootaloo decided Zecora's magic was the most likely culprit. Curiosity shoved healthy fear aside and she approached the entrance.

Something shimmered out of the hut and the mare fell to her knees. A gush of moisture leaked from her nethers and she let out a needy gasp. "Oh ... buck!" She breathed through the sensations and got back to her feet. Determined steps took her to the hut's entrance and her eyes went wide with wonder.

Apple Bloom was at the center of a circle that was covered in brightly glowing runes. Zecora stood in that circle, her eyes ablaze with intense yellow light. The ghostly images of three zebra stallions were passionately pleasuring the ghostly image of Apple Bloom. Every weighty slap of a stallion's sack sent little shockwaves of sensation arching though the air. Standing directly in the doorway meant Scootaloo got the full force of that power and it caused her to shiver and fall to the ground.

A shower of hot cum burst out of Scootaloo as she lay on the ground and fumbled at herself. It took several seconds for the orgasm to cease its spasming and it left her gasping for air.

"Sss ... Scootaloo?" Sweetie Belle called out, and the thin mare looked at her more endowed friend in wide eyes horror. Sweetie Belle had also dropped her spear and was fondling herself vigorously. One hand was mushing against one melon, with occasional nipple pinches, while the other was thrust between her legs. Delicious gasps emitted as she worked and Scootaloo had to curl up into a fetal position in order to look away.

The wilderness had gone mad. Everywhere she looked, Scootaloo could see the creatures of the night. A sea of rutting couples and thruples thrust into each other with an abandon unlike anything she had ever seen. When Scootaloo realized her hands were beginning to fondle her small breasts, once more, she pinched them hard. The pain allowed her to come back to herself a little but the gasp had been more lewd than she had been prepared for it to be.

The pegasus rolled away from the hut entrance and she felt some relief. Forcing herself to her feet was a challenge but she staggered several steps before her next challenge opened her mouth and cried out.

"Ooohhh buck! Oh! Ooohhh!" Sweetie Belle's orgasm seemed to pierce right through Scootaloo's defenses. She leaned heavily against a tree and let out a shuddering sob.

It's not fair! It's not fair! Oh sweet Celestia! It's not fair!

"Sss ... Scootaloo!" Sweetie Belle cried out again. "I need you! Please!"

Gritting her teeth, the pegasus managed to push through the sea of pheromones and emotions. Reaching her friend's side was a monumental effort but she rewarded with a vision that she would never forget. The unicorn writhed in agony, her body drenched in sweat and need. Sea-green eyes looked up to her friend with desperate desires and Scootaloo made one last effort to control herself.

"Please!" Sweetie Belle begged. "I can't ... I need ... oh Celestia! Buck me! Please Scootaloo! I need you!"

What followed was not gentle. This was not the way she wanted it to be and the little pegasus stood frozen for a small eternity. When her lust broke through her discipline, Scootaloo swooped down onto Sweetie Belle like a bird of prey. The straps that had valiantly struggled to contain the white unicorn's modesty were torn asunder and the smaller mare's mouth latched onto one lovely nipple. Hands fondled everything that was soft and supple, cupping the mare's breasts and eliciting soft moans of equine pleasure.

Sweetie Belle went ridged as her most sensitive places were violated, but she could not resist the call of the wild. She wrapped her arms around her friend and grabbed Scootaloo's pert bottom with both hands and thrust her hips up at her. Both mares moaned as their slickness mingled. Clitoral hoods pulled back and they ground against each other with carnal abandon. Everything was moist and hot. Neither could stop once they had begun and they pressed against one another with all of the passion they could muster.

"Yes ... y-yes!" Sweetie Belle gasped as her whole body shivered in delight. Scootaloo could feel her friend's muscles twitch into the rhythm of an orgasm. The realization that she had been attractive enough to get her friend off was so intoxicating that it sent her over the edge as well. For several seconds there was nothing else in the world as the pair of them screamed and squeezed each other with all of their might. Then both released, collapsing in to a pile of exhausted mares.

They rested, breathing deeply until Scootaloo rose to plant a long kiss on pouting lips. Sweetie Belle tasted like honey and flowers. Each little whimper sent additional shivers through her body and tears began to form in the corners of her eyes.

"Oh ... by Celestia," the unicorn gasped. "What's happened to us?"

"Zecora's magic," Scootaloo managed to say as she trembled with need. "I think ... I think it's affecting us."

"Like the animals," Sweetie Belle said and then she paused to kiss her friend some more. "We need to ... to ... need."

"I know," Scootaloo said as she began moving once more. "I need to buck you silly."

Words ceased as the kisses continued to deepen. Carnal cravings burned through their bodies as tongues explored new peaks and valleys. Arousal dripped from their nethers which coated skin and mane.

Under normal circumstances, Scootaloo would have been much too self-conscious to display her skinny body to one as curvy as Sweetie Belle. She felt like she was being greedy, wallowing among the sea of soft flesh and making her unicorn sing such a sweet melody. When Scootaloo worked her small fingers into Sweetie Belle's drenched valley she felt powerful and dominant. Her unicorn partner screamed with bliss and burst into another orgasm, gushing forth a shower of love juice and praise.

Scootaloo rubbed her whole body along Sweetie Belle's. Tiny breasts contained bigger nipples which were swollen and sensitive as they dragged across soft skin. Two fingers suddenly pressed up into her sex, making Scootaloo scream in pleasure as they began to rub circles around her clit. The pegasus squirmed and rocked against those fingers, clenching her eyes shut and then daring to look down at her friend.

"I feel it," Sweetie Belle whispered as she continued to stimulate her friend's clitoris. "I can feel the magic all around me. It's filling me up ... making me strong." For the first time in years, Sweetie Belle's horn began to glow in the soft sea-green color of her eyes. An odd look of mischief entered her eyes and Scootaloo felt that magic lifting her into the air. The power made her feel all tingly and helpless as she moved slowly upward, and then she was brought back down.

Scootaloo screamed as her friend's horn pressed up into her valley. Aside from her own fingers, Scootaloo's small dildo was the only foreign object ever to enter her there. Now, her best friend's horn was pressed firmly into her body and the glow of warm magic flooding into her.

Without meaning to she began rocking her hips forward then back, tongue lolling and eyes rolling back as she was filled with a pressure unlike any other. The glow seemed to fill Scootaloo's body, pouring into her womb where she experienced something so magnificent that she could never just call it an orgasm.

When she could see again, Scootaloo found herself lying atop Sweetie Belle. The unicorn's stomach rose and then fell slowly and her heart beat with vitality. She did not want to move and ruin the moment but she could tell the magic of the ritual had passed.

"I'm sorry, Sweetie Belle," Scootaloo finally whispered as her tears rolled down on to her friend's stomach. "I'm so sorry."

"I'm not," Sweetie Belle said calmly. Caring hands caressed back and shoulders, soothing Scootaloo in her moment of dread. "I'm glad this happened."

"Are you really?" Scootaloo asked a little hurt.

"Yeah," her friend answered.

"Then why did it take this to make this happen? Why didn't we do this years ago?"

Sweelie Belle was quiet for a long moment but eventually she allowed herself to confess. "I was afraid."

"Afraid?" Scootaloo asked with a scoff. She drew back, leaning on her hands and knees so that she could look her friend in the eyes.

"I didn't want to take a chance of losing our friendship," Sweetie Belle stated with shame in her eyes. "My friendship with you is more important than anything like this."

"I don't know," Scootaloo said. "This was pretty great."

"Yes, it was." Sweetie Belle said without flinching. "Our friendship is _still_better."

Scootaloo stared into her friend's eyes and the pair of them kissed once more. This time it was slow and careful. There was nothing hungry in this kiss, only the need to be desired by another. Each kissed the other and they knew things would be alright.

"I'm not becoming part of your harem," Scootaloo said.

"I know," Sweetie Belle said. "I'm not giving them up ... but I'll never share you with them either."

"Uhm ... sorry to interrupt, but we gotta talk."

The pair of them looked up at an extremely naked Apple Bloom and their eyes grew wide at the change. Black and red striped covered her white and yellow fur. A combination of colors covered her and she was curvier than ever. Only her body language told them this was their friend but it took several moments before Scootaloo could speak.

"Uhm ... is that your cutie mark?"

"Yeah," Apple Bloom said as she turned her flank toward the others. "I ... uh ... I got it."

It was a shield. There was a red apple in the middle and three top to bottom stripes. Each stripe matched the hair color of a member of the CMC, and the whole thing was surrounded by black and red stripes.

"I'm a protector," Apple Bloom said, "but I'm still a Cutie Mark Crusader."

"Cutie Mark Crusaders forever," Sweetie Belle and Scootaloo both said, but they decided it might be icky to touch their friend while covered in sex-juice.

"So ... uhm ... maybe we should clean up?" Scootaloo said as she got a little self-conscious.

"Not a bad idea," Sweetie Belle said, though she made no move to cover herself. "We'll be right back, Apple Bloom."

"Rose," she corrected them. "Part of all this ... my name is Apple Rose."

"Oh, that's pretty," Sweetie Belle said after only a moment's hesitation. Then the blank-flanks moved off to a small pool of water to clean themselves up.