Twilight was in her silly science room once again. She always went down there instead of paying attention to me. It was like she was trying to ignore me every chance she got. Really, she should have been spending her every waking hour to get me out of this mess instead of whatever she was doing; working on a better apple tree or something like that I think.

“Twilight!” I yelled as I trotted down the stairs, “You better be working on whatever spell it is to give me my dick back!”

An exasperated sigh came from downstairs. “Anon, we’ve been over this. I don’t know how to bring you back to where ever you came from. We’d have to go to the place you were dropped out at, but since you conveniently forgot. You’re out of luck till you do.”

The lab coated mare grabbed a bottle of lime green liquid and poured it into a beaker, getting a small puff of smoke. “Can you grab me some liquid rainbow off the shelf, please?”

I rolled my eyes, and went over to the cabinet, grabbing the only thing that matched; a small vile of bright rainbow. “You’re liquid rainbow,” I grumbled under my breath and picked it up with my hoof.

Carefully.

My eyes strained as I focused on grabbing the smooth bottle. My hoof picked it up but I still couldn’t understand how the hell I was actually holding it. It felt like it was going to fall right from my hand... hoof.

Like a newborn deer, I shuffled over awkwardly on three legs over to her. Finally I reached the desk, putting the bottle down on the table and letting go...

Letting go...

I shook my hoof but the bottle wouldn’t drop. What are these things, magnetic?

A purple glow covered the bottle as it effortlessly left my grasp. “Thanks Anon, you’re getting better with your hooves every day!”

“I wouldn’t have to be if I wasn’t a filly horse! Like, now I’m a girl, who’s what? Grade school age? And I got a filly snatch now. What am I supposed to do with that?” I huffed out, “Can you at least give me my dick back?”

Twilight popped two drops of rainbow into the mixture and the entire thing started to bubble fast. “Anon, I’m not using my magic for something as frivolous as that. Besides, it’s not that bad being a mare. You can trust me on that.”

“It is when your pet dragon is trying to get in my pants all the time!”

“You were trying to seduce him!” Twilight yelled back.

“So? It’s not my fault my female hormones can’t help it.”

“I... I... ugh... that’s not... you’re not… ugh…” Twilight let out in frustration but didn’t continue. Obviously being outdone by my smarter logic.

I glanced over to the apple tree in the middle of the room; the one Twilight was working on. The apple horse brought it in cause Twilight wanted to give her a surprise or something. Boy did Twilight get a skeptical look at that, almost like she was asking to take the farmer’s soul.

“So what are you even working on?” I asked as I sat down.

“Well I think I’m going to make a breakthrough in apple technology. You haven’t tried it, but the Apples make an amazing zap apple jam that you’re going to love when we have it next season. I think I’m close to making a zap apple tree that makes apples a little more predictably, like a normal tree. More zap apples for everypony!”

“So you’re doing all this science for a bunch of apples? Is she even paying you for this?”

“Haha, no!” Twilight dismissively waved her hoof at me. “I’m doing this cause we’re friends and she’ll love it! I just know it!”

That was dumb. She wasn’t even making a tidy profit over this. It was a miracle that she wasn’t out on the streets, and instead got this giant 152 bedroom, 47 bath castle. How did she even afford this place? I’m pretty sure I haven’t actually seen her work a day in her life. She just hangs around this castle or goes off on ‘friendship’ adventures every so often.

Maybe I could rent out the rooms when she’s gone. Get some of those gold coins and buy someone to get me out of here. It just might work. I glanced up at the purple horse and she looked right back at me, looking into my very being, like she was reading me like a book.

“Anon, I know you still don’t really understand how the friendship side of things works around here, but trust me. I’ll think you’ll be better off if you give it a try and make some friends in town.” Twilight stirred around the contents of the beaker, slowly getting it to turn to a radioactive looking green. “You just seem a little stressed when you stay in the castle like this. I can introduce you to Applebloom and her pals later. We can head over to the farm and see them once I’m done.”

“Hah, no thanks!” I said with a shake of a head. “I’m not spending the day with a bunch of kids half my age! Especially since I got more pressing matters to attend to… besides… what if I get asked on a date and don’t have the right parts? Huh?”

Twilight rolled her eyes and chuckled a little, “I thought you didn’t like, ‘horses’.”

“I don’t!” I snapped back and crossed my hooves. “But… on the off chance that something happens, I may be willing to… compromise. Since it has been like a month since I got here and I haven’t seen my girlfriend in a while.”

“I’m sure she misses you,” Twilight said empathetically as she wrote down some notes in her little book. “But for now, maybe you should try making friends with ponies your own age. Or at least the age you look. You know, go outside once in a while.”

“I would go outside, but I’m still butt naked here. I don’t know how you feel about it, but I don’t like the idea of your whole town checkin’ out just how much of a filly I am back there. At least here I know you’re the only one who looks.”

“Rarity can make you a dr-“ Twilight stopped as a blush formed on her face. “I do not!”

“That’s ok. I forgive you,” I said with a small smile as she picked up the science mixture with her horn and headed over to the tree in a huff. She was so easy to tease sometimes.

I jumped off my chair and headed over to watch. From what I’ve seen, magic and science stuff like this usually did what you wanted it to do, or blew up spectacularly. Some singed eyebrows on starbutt might actually be some good karma for her.

“I give this ten to one odds of working.”

“Anon! Why do you have to say that every time I do an experiment?” she said as she carefully looked at the tree and her notes. “It should work. I’ve stayed up all night planning the ingredients. And besides! You don’t even have any bits for me if I won.”

“I promise I’ll get the other six hundred and eight bits to you eventually,” I said as I plopped my pony butt down on the floor. “So… double or nothing then?”

Twilight gave a long sigh but eventually nodded. “Sure. Double or nothing.”

She went right to the base of the tree, bringing out her clipboard and notes as she lowered the beaker down.

Two drops dripped out of it and sizzled against the tree.

Like a TV losing signal, the tree suddenly flickered in a sudden sheen of colourful light for just a moment. The red apples turned bright rainbow for half a second, but went back to a green color.

A few more drops sizzled against the tree as Twilight furiously took down notes, grinning ear to ear. Crap, she was going to win the bet.

I looked around the room and hurried over to the nearest potion, grabbing it with my teeth. It was almost the easiest way to carry something around right now, and I had to act fast.

I tip-toed over to her as fast as I could, trying not to make a sound, and trying not to sneeze with the calamari smell that was coming out from the container. Whatever it was should be just enough to work.

I grabbed the bottle with my hoof and hid it from sight. “Hey Twilight, weren’t those apples red a while ago?” I asked, pointing at them as they flashed between green and rainbow.

“Oh yes! They were!” she said excitedly as she scribbled down even more notes.

“But what is that?” I said pointing up to the top of the tree. “Waaaaay up there. What’s that on it?”

“Where?” she asked, squinting as she looked up at the very top trying to get the best view she could from down here.

Now was my chance! I moved to Twilight’s beaker and put in a healthy glug of bet winner, turning the mixture slightly darker. I took a few steps back, hiding the bottle behind me as I sat down. “Oh must have been nothing. The tree is kind of playing tricks with my eyes.”

“Oh… well that’s alright. It is a little hard to look at, but thanks for taking an interest and helping me Anon,” Twilight said happily as she poured the rest of the mixture onto the tree.

The sizzle was there, but this time the entire tree lit up in a forestry green. The branches twisted and shivered, growing in size, length and numbers, drooping down until a few of them touched against the floor. The ends of them looked like they were growing into bulbous tips.

Twilight looked surprised but was still furiously writing down notes, hoping to get all the details down. It wasn’t until I could see them rising off the ground, that Twilight’s face changed and the pencil dropped from her mouth.

The branches looked smooth now and the underside of them looked like a squid’s appendage when it was showing off small suction cups on the bottom. Tentacles? I jumped up in surprise. Did Twilight just make tentacles?! I’ve seen enough Japanese documentaries to know where this was going, and Twilight was right in the middle of all of it.

I heard the clatter of a beaker dropping from Twilight’s magical grasp as she shouted out, “I fucked up the science! Run Anon!”

“Seems fine to me!” I said with the biggest grin on my face. There was no internet in Equestria, but now I had a front row seat to one of the greatest pieces of entertainment an entire country could have devised!

Twilight’s tail flicked between her legs as she spun around on her hooves and tried to gallop away, but before she could even move, one of the tree’s larger branches came down with a wet slap onto the back of her lab coat. The tentacle pulled taut as she tried to get it off, but she was tied up in it and tethered to the tree just long enough for another to connect with her fur.

“A-Anon!” Twilight squeaked out as she looked right at me, pulling against the tentacles, but the suckers held on fast. Her gaze didn’t hold for a moment longer before they pulled back, lifting her up off the ground and to the top of the tree.

The vines held her stationary for a moment, almost like they were thinking about what to do with their catch. But I could see the way Twilight’s body reacted as they held onto her. Her tail started to rise out of the way. She knew what was coming. I knew what was coming. And I could see all of it.

The tentacles began to move again, manipulating her in the air and tossing the lab coat aside. Her purple fur was being covered in a slight sheen from the damp tentacles, and once the suction cups grabbed onto each of her legs, they spread her out like a starfish. Her dark, purple nethers were fully on display as the tentacles danced around her drooping tail. I swear I could see the glistening of her own wetness. God it reminded me of my girlfriend.

I didn’t like ponies, but I could feel my filly bits taking a liking to it as I stared right at her. That familiar pulsing from my crotch getting ready to go started, yet it felt completely off at the same time. It felt wetter and tickled deep in my belly. That need that I had been so acquainted with all my life was begging me for attention.

My hoof idly, felt the air at my belly, but nothing was there. No mast standing at attention, ready to give the daily hoorah. Only forgotten memories and this filly snatch to replace it. But what good was this? Was I just going to shove my whole hoof in there like some kind of freak?

Hell no.

Watching Twilight get ravaged was going to be saved for later when I can enjoy it with my man meat.

The purple horse above braced herself as the thick appendages rubbed along her drooling slit. “G-get out of… Mmm~ h-here~… b-before… oh-oh Celestia~!” Twilight moaned out, arching her back as they hit just the right spot.

“Don’t worry Twilight, just hang in there!” I shouted out, not moving a muscle. My debts were cleared now that Twilight had spectacularly lost our bet, and there was no way I was leaving the best spot in the house. I just loved when she messes up like this.

Twilight squirmed around in her binds and let out a pleasured squeal as a tentacle finally pressed its way into her. She looked like she needed that so badly, being all pent up and stuck in this basement doing science for who knows how long. I’ve never see her with a male horse before. She just hangs around with her girlfriends a lot.

I blinked in thought. Is that why she always goes to those parties that the pink horse throws every week? Is that what they did?! And they couldn’t even bring me along?

I could feel the floor under my rear getting hot and slippery. “Stupid filly body,” I griped out, squeezing my legs together to try and quell the need to sex something. That itch and throbbing was there, familiar but different, feeling it inside my belly like a second, needy heart.

Wet sliding noises came from above as the tentacle slid in and out of her slit. I could see droplets dripping down off her flank and onto the floor. She was the wettest I’ve ever seen a girl… or horse before, and now I was feeling it firsthand too.

I didn’t really know just how wet this pony body could get down there, but oh was the floor getting slick under me. It felt like a skating rink when I wiggled my flanks around, and I could even smell my delicious girly scent. Why did I have to be so turned on like this?

Twilight cried out sharply as her body went stiff for a moment, and then a long moan came out as she squirmed in the tree’s grip. Her eyes shot open in surprise when one of the bulbous tips squeezed into her mouth and cut the sound of her lewd noises.

The surprise didn’t last long as her eyes softened and her ears folded back. The vines kept thrusting into her like it was their job, making her squirm and give out muffled whines every so often. It looked like it was the most the purple pony had ever handled before, but with one of the appendages fast approaching her rear, there was still more to go.

My grin grew bigger as I watched it touch against her butt, before finding that tight little pucker in the back and sliding in. Twilight stiffened up, not making a sound as it popped in. The moment she relaxed she practically screamed on the tentacle in her mouth as her body convulsed and a torrent of mare juice came splattering to the floor.

Of course she liked getting every hole filled to the brim, especially getting it up the butt. She’s such a faggot.

And I still didn’t even have the tool to properly enjoy this sight! Even though my filly butt begged for it, I wasn’t going to swing that way. Every guy’s dream… watching this sexy horse getting taken like this and I’d be waiting to enjoy it by memory later.

I felt a wet slap stick to my rump.

My eyes widened as I looked over. A green tentacle was stuck right onto my leg and it was starting to pull back. I gave a slow gulp, remembering just what parts I had between my legs, and just what parts tentacles were always looking for.

“Oh no!” I squeaked as I scrambled to my hooves, but came crashing down as I tripped on the slippery floor. My flanks rose up and the ground fell away as the suction cupped tentacle lifted me into the air.

The tendril brought me to the same level as Twilight. I glanced over at her, hearing the wet squelches coming from the appendages thrusting into her. “They’re not going to…” I shakily asked, but she cut me off with another loud moan as she came.

I shook my head and furrowed my brow; I wasn’t going to be taken as easily as the purple horse. I closed my legs tightly, holding them together with my hooves with all my might.

The tentacles slapped against my limbs and with one quick tug, my legs were spread out like a starfish.

I squirmed around, tugging on the surprisingly girthy appendages. “Stupid filly body!” I yelled out in vain, wishing that I had my big muscles back. The ones I used to lift heavy things and fight lots of people.

But now I was stuck in the air, and a vine was circling lower and lower on my body. Now I could really see what they looked like and… I gulped… just how big they were. The one that was getting a little too friendly was almost as big as my hoof! There was no way that it was going to fit, r-right?

A shiver went down my spine and a shaky breath came out as the tip slid right against my filly bits. “E-easy now. I’m n-not really a filly!” I pleaded, hoping my words would convince it to reconsider, but almost like it was taunting me, it slowly rubbed against my tiny mound once more.

My face and ears heated up as I huffed out and tried to pull against the binds, but they didn’t move at all. I stared daggers at the tendril trying to pleasure me. It just flipped itself around suddenly, and with a suction cup slapped right against my filly clit, and sucked with all it had.

“Eep!” I squeaked out cutely before I let out a loud groan right after. A wave of tingly heat flooded over my body. I curled in and my limbs tensed up, moving my binds ever so slightly. Not going to lie, this was strikingly similar to when my girlfriend did that thing with her mouth, sucking on my manhood. All of that pleasure right on my special spot.

My hips bucking into the tentacle, pretending it was her head down there for a second before I got a hold of myself. “Nnnnghh~” I squealed out, biting my lip hard, trying to stop it from having the satisfaction of making me cum like this.

My eyes started to roll back as my belly squeezed tight in anticipation of the buildup, but thankfully the suction cup let go. “O-oh god… oh god…” I huffed out in relief, twitching a little as little aftershocks went through my body.

I swallowed quickly, looking down at myself. I was so hot, tingly and tense down there, but unlike the regular horniness I was so familiar with, I was so soaked. I could feel my warm filly juice flowing out like a stream between my flanks and dripping off my dock. Twilight was still the wettest horse I’ve ever seen, but I bet that this filly body was a close contender.

My eyes focused on the tendril hovering between my legs. The hoof sized appendage looked so stiff and ridged now, like it was poised to go into battle or something. It moved forward, pressing right up against my feminine lips and I tensed up once more, realizing just where it was going to go into; who it was going into.

The thick tendril pressed hard against my entrance, wiggling back and forth to get purchase into my tight depths. “Y-you’re not… you’re not gonna fi~” It found the way and the bulbous tip slid in, “F-FIIIIITTTT!!~” I yelled out, feeling that hot lance go where nothing should ever go.

It felt like it was splitting me in two as it kept squeezing its way in, and predictably my female body was betraying me, squeezing onto the slick member, pulling and tugging at it to get in deeper.

I let out a long groan as my body sent pleasure filled waves all over. If it wasn’t for the fact that it was my filly snatch that it was using, this may have been a pretty good time, feeling that big thing wiggling inside my very core, lighting off everything from head to hoof like a Christmas tree. This must be what my girlfriend feels when I put my large, throbbing member inside her.

I focused for a second, taking a deep breath between my little squeaks and pants. I opened my mouth to speak and give this plant a piece of my smart mind, but before I had a chance to even utter the first word, a flash of green swooped right between my lips.

“MMMPPHH?!” I yelled out in muffled frustration. How dare it! Just jumping in like that without give me any warning! This wasn’t the way it was supposed to go! I was supposed be the fucker, not the… the fuckee!

I squeezed my eyes tight; another wave of sensation flooded through me as the tentacle in my filly tunnel started to piston back and forth. I tried to gulp around the tendril, preparing for the focus I’d need to stop myself from going over the edge. I didn’t expect to feel the tentacles sticky liquid getting swallowed down too. I could taste it. It had a distinct flavour of pineapple… my favorite fruit.

I groaned out once more as I gave another focusing gulp. Just making sure I was extra prepared.

The tentacles were so big; the one below felt like it was it was poking my stomach out every time it bottomed out in me. I swear I could see my belly puff out every time too! My walls automatically tried squeezing it as tight as possible, massaging it and milking it for more.

I glanced over to the book horse and she was convulsing in the tentacles messy thrall. “Mmm~ Mmmphh~!” she moaned out as she came again.

I could take it! I could last a little longer! Even if I could feel the slow build up in my belly, cranking up the pressure and ready to burst open. I squeezed my lips around the member in my mouth as tight as possible. I wasn’t going that way!

I felt something else slippery brush against my tail, slowly floating higher and higher up until it pressed right in between my flanks, centering on my tailhole. My eyes shot open wide. There was no way it was going in there! This was the last straw! I want to talk to its manager!

The thick tendril poked right up against my donut looking pony hole. The tight circle was already glazed in my slippery female juices, and getting rubbed in even more with the small circles the tendril drew.

I tried clenching as hard as possible, but couldn’t help but let out a lewd moan as I clamped down tightly on the tentacle pounding my fillyhood. With one shiver, my muscles relaxed for just a moment; just enough time for the thick appendage to slide into my backdoor with one quick motion.

I tensed up, trying to curl into a little ball against the firm tentacles, feeling them break down all those walls that I had been putting up. But I felt so full, that tentacle was so deep in my rear I could practically imagine tasting that tendril’s pineapple surprise.

“AHHHH~ Nnnyaaaahhh~” I squealed out cutely, feeling it all come crashing down in one spectacular explosion inside my very core. My fillyhood gripped and squeezed onto the invading tendril so hard I thought it was going to snap it clean off, but it held firm as hot warmth came shooting out, splattering out all over the tentacle and splashing down on the floor.

I moaned out hard into the muffling tentacle, yelling out in the absolute euphoric delight that this filly body loved so much. The tendrils started to slide backwards from my rear for a moment, almost bringing me to a second orgasm in seconds.

That felt so good, it was one of the best orgasms I could have ever imagined. This filly body was taking it to a whole new level, having my butt filled to the brim and my other naughty bits getting the ride of their lifetime. It was like having sex with my girlfriend that one time when-

I shook my head. Who was I kidding? I didn’t have a girlfriend… but I thought about it a lot and this is exactly what I think it would feel like! Regardless, there was no way I’d let Twilight ever know about that.

I glanced over, expecting to see the mare still cumming her brains out, but even if her mane was a mess and her eyes were half open, she was looking right at me, almost staring into my very soul. It was like she knew exactly what I was thinking… but there was no way… right?

Either way, my eyes shut tightly again as the tentacle in my butt slid in and out, squeezing another orgasm from me in an instant. My eyes rolled back and my tail instinctively stiffened up. My whole body shuddered heavily as another squirt of filly juice came shooting out.

My rear was on fire, begging for more, deeper, faster. I just hoped my internal flames would get quenched with the tree’s own special brand of applesauce. I needed it.

The vines didn’t even stop in the slightest as I came; they just flipped me around, taking me pony style till it all became a blur. I couldn’t tell what time it was but it looked like we were going to be in for a long night unless something happened.

But Twilight had given in so easily to the prodding tentacles, and really, I was in the same spot, getting taken like the little whorse that I was. I couldn’t even count how many times I’ve came since I let those walls come down. And it was so good. Getting filled like this, getting it in my sexy, filly butt.

My eyes opened wide as the biggest revelation popped up in my mind as clear as day. Twilight took it up the butt first, but that knowing look in her eyes said everything as I creamed myself from the tentacles backdoor thrusts.

I was such a faggot.