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Fluttershy loved visiting the Everfree Forest this time of year, when the summer greens slowly gave way to bursting colors of reds and oranges and yellows. In hardly any time at all, the annual Running of the Leaves would occur, and the spectacular color show would be collected into a dazzling bounty by the ground, and swept away by autumn winds.

The pony-girl stopped walking and looked around her, spotting a few acorn-carrying squirrels running here and there through overlapping, cross-crossing branches that formed a canopy above her head. "Oh, just look at you squirrels," she said in her soft, little voice, filled with kindness and wonder, "Running around so busy and everything. Getting ready for winter? Storing up plenty of nuts?"

One of the squirrels paused at a branch and glared down at her. "Of course. Why do you always do that?"

The pony-girl tossed long pink hair over her shoulder, looking confused. "Do what...?"

The squirrel tapped on the acorn he was carrying. "State the obvious like that. You always do that. All the time. It gets quite annoying, frankly."

Fluttershy flushed and a mild blush came to her yellow cheeks. The gossamer wings behind her back fluttered and then drooped. "Oh. I'm...I'm really sorry. I don't mean to be like that."

The squirrel rolled his beady black eyes. "There you go again. You're doing that too."

She tilted her head questioningly. "Now what am I doing?"

This time the squirrel's tail bristled like a bottle-brush. "You're saying you're sorry when you have no need to. Good grief, girl, it's not a crime against equinity to state the obvious, and you have nothing to be sorry for. You always say you're sorry about everything. You're sorry that it's raining when we want to play, or you're sorry that Princess Twilight doesn't come around more often, or you're sorry that Angel doesn't get along with us."

Fluttershy nodded and looked down meekly. "I'm-I'm really-"

"Don't say it!" The squirrel held up a tiny paw to cut her off. "Just say, 'I am aware of how you feel about me stating the obvious to you, and will try to better converse with you next time.'"

The pony-girl blinked several times and then uneasily and uncertainly replied, "Um...I...I am aware of how you feel about my stating obvious things...and...I will do better when next we meet?"

"Close enough." The squirrel nodded and picked up his acorn. "And yes, I am gathering nuts to store for the hard, cold winter to come, as I did last year, and the year before that, and as my families before mine did as well. Ever since the Everfree Forest came into being, we have gathered nuts for the winter. You KNOW this!"

Fluttershy was out of sorts by this point and crossing her arms in front of her shyly. "Yes, right, of course. I'm s- err, I mean, I um...I am aware of your nut gathering and how important it is." She then smiled toothily.

The squirrel sighed and shook his head before darting off through the trees with his nut. "Like talking to a damned wall..." he muttered out of ear-shot.

Fluttershy sighed deeply and unhappily. She was getting tired of the way the animals spoke to her lately. It always seemed she was annoying or pestering them somehow, and that they really didn't want her to come around so much. It made her sad to think that her Cutie Mark had called her to her destiny of kindness, to show every lesser creature that crawled, or jumped, or flew her attention, care, and respect - and yet she didn't sense that special reciprocity.

She glanced down at the ground, where a stirring breeze set adrift a small pinwheel of already-fallen leaves and thistles. There was something else there as well. She knelt prettily on the ground and retrieved a torn SplashPony magazine. "Oh my, what is this doing here?" she wondered as she looked at the cover, portraying a beautiful, white pony-girl in a red bikini, bent down with her butt facing, and a slow trickle of water going down her legs. "She's very beautiful," she whispered, and traced a hand across the air-brushed image.

Seeing this sexy display sent Fluttershy into a daydream of sorts and she closed her eyes, remembering the time she was once a high-fashion model for all the best magazines. Photo Finish, one of the greatest model photographers in all of Equestria, had seen something in her style, grace, and charm. But it hadn't been for her, at least not then. The limelight, the constant haranguing, the ponyrazzi always behind her, it had all been too much for her to bear, and she was overjoyed when Rarity brought her back to reality and her proper place as the overseer of all lesser creatures great and small.

But now...?

She sighed and opened her eyes, looking back down at the magazine and going through the pages. "Oh dear, maybe this kind of life really is for me," she said softly to herself. "Maybe I'm growing up. Isn't it at all possible that our Cutie Marks' meanings change over time?" She looked down at her bare hip, at the flutter of pink butterflies that marred her yellow fur. "Maybe butterflies don't really mean animals at all. Maybe they mean...well...something else."

She sat down on the ground and read the magazine in her lap, looking enamored of the sexy pictures of pony-girls in the middle of pool-play or lounging in sunshine. Around her, rousing, undetected music started up. "Butterflies are so free and wild. Maybe...maybe I'm supposed to be like them, wild and free, and able to see the whole world. Maybe this life...just maybe..."

And quite suddenly, she burst into song as she hopped to her hooves and swayed her hips, sharing the open magazine with a few squirrels lounging nearby.

"Look at this page, isn't it sweet? Wouldn't you think my life's just a treat? Wouldn't you think I'm the girl The pony with everythiiiing?

"Page twenty-one, wow, that swimsuit's so hot. But then she is blessed with something I've not Looking at me you'd think, sure... She's got everythiiiiing..."

She started prancing through the forest, gesturing to the lesser creatures around her, now sitting in neighboring trees and looking at her with disdain.

"I've got bunnies, and birdies, and others I'm a princess in Ponyville's Court I've so much but still have my druthers It's not fair. I just don't care. I need moooooooore..."

Throwing up her arms, she sat down heavily on the ground again, looking wistful.

"I wanna be where the ponies trot Prancing along midst a lighted backdrop Flashing their smiles in a... What was that? Oh, right, a close-up."

A few of the animals shook their heads sadly and looked at one another.

"Making the covers can get you far Modeling all of the latest fashions Collecting your best for the... What was it called...ah, portfolio."

Fluttershy leaped back to her hooves and danced past a few more trees. Soon she came to a small clearing, singing at the top of her voice, her wings spread out wide behind her and fluttering.

"Out where they pose, Out where they smile Out where they set and define all the styles Paid hefty fees With I could be Part of your worrrrrrld..."

As the unseen music swelled and then faded, she sighed deeply, folded her wings, and knelt back on the ground again, looking dreamily at the magazine. Behind her, the gathered animals golf-clapped sarcastically before running off to their forest activities.

Suddenly she heard a soft, eerie voice coming from just behind her. "Ohhh, that was lovely, my child. You sing like an angel."

The pony-girl spun around and saw a much older female pony-girl standing there, surrounded by dead, rotted trees, wearing a long, black dress and a sharply pointed hat on her head, also black. Aloofly, she smiled and got up to walk closer to her. "That is so sweet of you to say. I have a pet named Angel and sometimes I wish he could sing. He's white and fluffy and just the cutest thing ever, just a bunny bundle of love you just want to pick up and snuggle with-"

"I-I really didn't need to know all that." The elder pony-girl shook a withered hand dismissively at her. "I was simply commenting you on your ability to carry a tune so well."

"Oh." Fluttershy pursed her lips, unsure what to say next for fear of just upsetting someone else this morning. Presently, after much hoof-shuffling and eyeing one another, she asked brightly, "So, are you a witch?"

The elder glared at her. "Wow. Can't get anything past you, can I?"

Fluttershy continued on, unruffled, and her wings unfurled. "Well, if you are, you should just go away. I am a member of the royal court to Princess Twilight of Ponyville, and if you are up to no good, I'll have no choice but to report you to my superior, and make sure you get a good talking-to."

The witch lowered her head, looking sad. "Well, that really hurts. What do you have against witches, dearie?"

Fluttershy softened and lowered her wings. "I'm sorry. I don't mean to be a meanie. It's just that, well, witches have the tendency to do bad things. I've dealt with a few in the past."

The witch bristled and her long, black ponytail whipped side to side. "I see, so you're generalizing all witches as bad because of your experiences with one or two others? How is that remotely fair?"

"Well, you see, witches do things like cast spells, and make potions, and...and create strange magic that no one really appreciates."

"Like Zekora?"

Fluttershy blinked a few times, not understanding. "Who is that?"

"You know. That voodoo pony no one really knows much about because she's sort of a forgotten secondary character?"

"Oh, her. Well, yes, she does make potions, yes, and...I-I suppose she does magic too..."

"Ahh, and is she bad?"

Fluttershy became ruffled again. "Well, no, not at all! She's a very nice pony and Ponyville admires her."

The witch folded her arms smugly. "So, not all witches are bad then. Ergo, you have no reason to fear me until I do something that would constitute my being bad. Savvy?"

"I'm sorry?"

The witch rolled her eyes. "Nevermind. Now then, back to your singing." Her voice took on the same soft, eerie tone as before. "You have a lovely voice, my child. You sing like an angel."

"Well, thank you very much, I-"

The witch interrupted her again. "And I see you found my magazine, the SplashPony. What do you think of it?"

Fluttershy looked at the magazine in her hands and sighed. "Oh, this is yours? They are all just beautiful. I was just telling my friends of the forest how much I envied all the ponies here, and how they were showing off all these sexy bikinis, and how I sometimes wish I could be on a stage again." She managed to look proud. "I used to be on the cover of a few pony magazines myself not too long ago."

The witch grinned, and on her wrinkled face it looked horrible. "You could be again. I can make it happen for you, dearie. I can fix it so your body is just as buxom and voluptuous as the models in that SplashPony. You could go off into the world and make a splash of your own, making gobs of money while you parade down mare-walks, stages, runways, beaches, streets, or wherever. With cameras flashing all around you, and ponies all over Equestria cheering and clapping for you, admiring you and loving you and respecting you."

Fluttershy's beautiful aqua eyes widened and her long eyelashes fluttered. "Ohhh, yes. Oh, I would love that so much, ma'am."

The witch nodded and beckoned her closer. "Then follow me, my dear. I have a cottage not far from here. I've got just the potion you want."

Fluttershy looked nervous and licked her lips. "Well, I don't know. I really shouldn't venture off with a stranger on my own like this."

The witch sighed. "Well, you either do or you don't. There was one other pony I had to see today. I think her name was...hmmm...oh yes, of course, Rarity. You can't forget a name like that, can you?"

"Rarity!?" Fluttershy roared, suddenly angry. "Oh for pony's sake, not her, anyone but her! I'll come with you right now!"

And with that, the witch led the confused and curious Fluttershy off deeper into the Everfree Forest.

**

In time, they arrived at a quaint-looking cottage nestled against a tableau of rotted trees, dark-green grass, and prickly, thorny flowers and snake-like vines. Fluttershy looked around her with fright as she followed the witch up to the cottage door. "It's really scary here," she said, matter-of-factly.

The witch didn't answer as she opened the door and bade the young pony-girl inside. "Just wait right here, dearie, while I get a few things." She pointed to a small rocking chair, which was indeed rocking by itself, "Just don't sit there. Anywhere else is fine." With that, the witch left, leaving Fluttershy alone to admire the numerous knickknacks, trinkets, jars, vases and bottles on a large spider-webbed bookcase, and a long, dusty credenza.

When the witch returned moments later, she held two small flasks, one filled with a strange, fizzling red liquid, and the other which appeared to be empty. "Now then," the witch set the two vials down on the credenza. "This red potion will transform you into the model-friendly, gorgeous, buxom beauty you always wanted."

Fluttershy nodded. "And what does the invisible potion do?"

The witch looked at her, puzzled. "Um, what?" She glanced at the mentioned flask. "Nono, my stupid child, that's empty. But it will be filled soon. By you, of course."

"What do you mean?" The timid pony-girl asked, backing away a step.

The witch snickered. "Seriously? What, you thought I was just going to GIVE you your dream out of the kindness of my heart?"

Fluttershy pointed out, "Well, yes, if you're not a bad witch, wouldn't you want to help me out of kindness?"

The witch bit on her lip for some moments, then replied gently, with a sick, twisted smile. "My dear child, I just want one thing from you, and where you're headed, I promise you, you'll never miss it." She leaned casually on the credenza and tapped the empty vial. "I want..." She paused for dramatic effect. "YOUR VOICE."

Fluttershy blinked a few times, not understanding. "My...my voice? Why?"

The witch sighed, as though the pony-girl was asking the most stupid question in all of Equestria. "Look, how many models that you know of talk at all? What do they do? They stand up on that stupid stage and look all like 'I'm prettier than you are, so ha ha ha', and then they tease you and shun you when you're not as beautiful as they are, then you sit on a psychiatrist's sofa years later, trying to make him understand why you turned to black magic and cursed Little Miss Prissy Petunia in the tenth grade, and made her mane turn green, and then the whooole town pointed the finger at you and..." she trailed off, shaking with rage. In time, she calmed down somewhat. "Anyway, I'm much better now. Do you want to be a model or not?"

Fluttershy, who had been a bit alarmed by the sudden monologue, spoke up quietly. "Um, I...I'm really not sure. I mean, you want...my voice. That's sooo creepy..."

The witch looked chagrined. "You know, I really don't understand it much myself. I mean, what am I supposed to do with someone's voice, right? Make prank calls? Confuse the hell out of your animals? Become a ventriloquist? It makes no sense!"

Fluttershy nodded in agreement.

"But still," the witch reminded her, "Magic does what magic does. I don't make the rules, kid. Now, do I get your voice or not?" She picked up the empty flask and tapped it.

"Well, how exactly do you get it?" the pony-girl asked shyly.

The witch sighed, losing patience quickly. "Just open your mouth while I put this under your chin, and it should just come right out, like a popped cork."

Fluttershy rubbed her arms. "It won't hurt, will it?"

"You won't feel a thing. Now open your mouth and sing."

"Sing...?"

The witch nodded. "It works that way for some reason. Sing now, Fluttershy." Unseen music started to swell and the young pony-girl opened her mouth and started singing a song about witches and how they weren't so bad after all. In time, the flask under her chin glowed, and suddenly the witch knew the pony-girl could no longer sing at all. Fluttershy watched, spellbound, as a glowing blob landed in the vial, sparkling and twinkling like thousands of stars.

"Oh my," Fluttershy smiled and looked at the vial. "So that's what my voice looks like?"

The witch grinned, because she couldn't hear a thing coming from Fluttershy's mouth. Without saying a word, she turned to the credenza and handed the pony-girl the other flask, filled with the strange red liquid.

"I drink this now?" The pony-girl mouthed to her, and after the witch nodded she shrugged and gulped it all down in a few swallows. "Ugh, that tasted terrible...Uhoh...what's...what's happening to me?"

Fluttershy felt her whole body tingling and then levitate slowly off the floor, until she was floating in mid-air. With a shake of her long, pink mane, scores of glowing-white wisps of smoke emerged and took form as small tendrils, like octopus tentacles. They started sliding over the pony-girl's body, from hooves to ears, feeling like warm, soothing silk against her plush, nude fur. As she watched in fascination, a few of the magical wisps pressed and stroked against her small breasts and she gasped with pleasure.

"Ohh my..." she whispered, and then closed her eyes as the wisps danced and twined around and through her cleavage, and in no time she felt the first stirring of something other than desire. Her breasts jiggled once, twice, and then began to expand slowly, like balloons, until they were nearly twice their size. Before she could marvel at her new accouterments, the wisps spiraled and then slid down to her waist, alighting there and continuing to rub. As she enjoyed the tingling sensation, her hips shook, her wings flapped hard, and then her whole torso began to change, creating flaring hips, a sharp hour-glass figure, and the tightest of tummies. With a shake of her long, thick pink ponytail, more of the strange tendrils emerged and pressed up against her behind, swelling her cheeks out and giving her a bubble-butt, perfect for bikini-wear. Then the pony-girl slowly came back down to the floor on her hooves, looking disheveled and disoriented.

"Ohhh myyyy," she whispered again, hugging herself, and felt her new well-endowed breasts pressing together. She traced her globes slowly, taking delight in pinching the hard nubs at either point, and then brought a hand down to rub over her backside, noting the new contours and tight muscles. "I look...amazing..."

When the witch was satisfied the changes were complete, she smiled viciously and took away the flasks, carefully placing the glowing one on the credenza. She then motioned to the pony-girl to wait while she cast one more spell upon her. In a flash, a large wardrobe closet appeared in front of the pair, and the witch gestured to it with a flourish. As the closet door opened, Fluttershy could see a variety of the most beautiful clothes she had ever laid eyes on hanging inside.

Like a colt in a candy shop, the pony squealed with silent glee and dashed to the wardrobe, pulling out the first dress she saw, a white and bright blue evening gown that brought out the aqua in her eyes. The witch smiled and pulled up a full length mirror, and watched quietly while the pony tried on dresses, low-cut jeans, flashy and provocative bikinis, and sensual, revealing lingerie.

One particular thong bikini she tried on aroused her greatly, and she left the swimwear on a few extra moments to enjoy a little pony-play. Sliding her fingers down and under the snug lycra, she rubbed her now-throbbing mons briefly, while at her chest, the bikini top practically dug into fur, stretching over her taut nipples tightly and threatening to spill her breasts right over it.

When Fluttershy was done trying on everything she wanted to, and admiring herself in the mirror, the witch grinned wickedly. "Well, dearie, I'd say you're ready for your close-up!" She stopped talking, looking a little confused.

Fluttershy giggled with glee and nodded. "Oh yes, I am! I really am, I can't thank you enough! And who needs a voice anyway, right?" When she realized the witch would probably not hear her, she instead came up and hugged her.

The witch flushed a bit as she was hugged, but smiled, looking pleased all the same. "Well, you're welcome, dearie. Your voice will-" She frowned and touched her throat. "Will...be...a welcome piece of my collection...?" She coughed a few times, clearing her throat, looking still out of sorts.

The pony-girl waved a hand. "Oh, who needs a voice anyway, right?" She started to get undressed and the witch noticed something she hadn't before - a small purple-diamond pendant along Fluttershy's left ear.

"What is that?" the witch asked and came closer to inspect her ear.

Fluttershy knew the witch wouldn't be able to hear her, so she asked for a pencil and a pad of paper. When the witch complied, she wrote: "This is a special magic pendant my dear friend Princess Twilight Sparkle made for me. It helps to protect me from bad magic and spells, but it's not quite perfected yet. I think she said it renders some bad magic against me as useless - and actually deflects some of the bad magic back to anyone who casts it! Isn't that peachy-keen?"

The witch got a peculiar look on her face as she read the note, and then noticed at that very moment how quiet and still the cottage was. "I..." she started to talk, but she couldn't hear what she was saying. Not one word. "I...um...you...uh..." She glanced fearfully at the glowing flask on the credenza and her mouth dropped open without uttering a word.

Fluttershy, clueless as always, hugged the now-stunned and completely deaf witch tightly. "I know you can't hear me, since I don't have a voice, but..." Suddenly she realized something. "Ohh my! I can hear myself talking. You didn't take my voice after all! Oh, I knew you were a good witch, I just knew it!" She hugged the witch all the more, bursting with excitement. "Oh, thank you! Thank you again so much! I really must go now, but I will come see you again sometime!"

She put all the clothes away neatly and waved, heading out of the cottage, while the witch started screaming and cursing, shaking the glowing flask and trying to figure out how to get her hearing back.

**

As Fluttershy started for home, she noticed an immediate change in the animals around her. Instead of looking at her with disdain or disgust, most if not all of them, stared at her now with lust and desire. A few whistled and cat-called, and still others offered obscene gestures that indicated fornication and copulation.

The squirrel she had been conversing with earlier ran up to her and latched onto her breasts like a stole, drooling on them and whimpering "My precious..." repeatedly. Fluttershy eventually had to take a stick and beat him off, and warned several squirrels around her that if they tried to do that, she'd beat them off with both hands if she had to.

"Maybe the animals really do like me," she said to herself as she punched a rabbit before it could land on her breasts. "Maybe..." The pony-girl sighed and looked at her Cutie Mark of butterflies again. "Maybe this is truly my destiny after all." A squirrel cried out "Banzai!" as he tried to land on her back, and she swatted him away with her tail into a tree, giving him a concussion. "Yes, I don't need to be a model. People love me for who I am, that's for sure."

She resolved to write to Princess Celestia the moment she was home. She had learned a powerful lesson. Sometimes it just takes time for others to fully appreciate the things you do!

As the thickness of Everfree Forest cleared, she could see the town of Ponyville before her, and she laughed maniacally as Rarity's house came into view.

She'd have to stop there first.

She couldn't wait to show that upstart pony-girl her new look!

THE...END *^^*