Applejack first noticed that the sheets felt different. Her alarm announced that it was six thirty in the morning, time to get ready for the day's work. The second thing Applejack noticed was the overwhelming darkness, which caused her to wonder if Macintosh was trying to play that "Alarm Clock Reset" prank on her again. But when she reached toward the night stand to silence the alarm, a frightening realization suddenly slapped her awareness.

'Gosh, these aren't hooves…' she thought nervously, wiggling five strange appendages at the end of her arm. She found them as easy to move as hooves. Was she dreaming?

The moon offered its light from one window in her bedroom and illuminated a strange object. Shimmering purple dust glimmered at the foot of her bed, snickering in a low voice. "Good morning, pony…or should I say…good morning, child."

Applejack recognized it immediately.

"Nightmare Moon!" She yelled, startled by how different her voice sounded.

"Well technically you aren't a child, you are between a child and adult…say, about seventeen years old. How do you like your new body, pony? Want to guess what it is?"

Applejack checked herself with the five appendages on each of her arms. Her heart beat faster with every new discovery: short round ears, no snout, hairless body, two large lumps on her chest, and a flat stomach. Her tail was gone. Her hair came from the top of her head, instead of from a line down to her neck. Her two legs had five shorter appendages on each end instead of hooves.

Nightmare Moon snickered, "I've visited your other five friends already. I wanted to be there personally to gloat at their reactions when they awoke. It was not my preferred plan for revenge, but I think it's the most fail proof."

Applejack refused to give this mare any further satisfaction by showing fear. She glared at Nightmare Moon in defiance and demanded angrily, "What did ya' do ta' me and my friends? What did ya' transform us into?"

"That isn't how the game is played," laughed the twisted mare, "you are supposed to guess." The purple dust gathered together and solidified into a long, tall hairless creature with ebony hair that flowed from her head down to her curved hips.

Applejack's eyes widened. "Humans…we're all humans now?"

The human figure vaporized back into purple dust.

"You got it on the first try," Nightmare Moon whined in disappointment, "That was boring. Your friend's reactions were so much better!" She finished her sentence with an enthusiastic giggle. "But I didn't just change your friends—the princess and all of Canterlot and all of Ponyville are transformed! And soon, I will transform all of Equestria into human beings!"

Applejack leapt from her bed in a flash of rage, however, her arms were much shorter than her legs and she was used to landing on all fours. She tumbled to the ground.

"Well, that was a little more interesting," the dark mare leered, "My little check-up was not totally in vain."

Applejack tried to sit up to maintain some of her dignity as she said furiously, "But ya' made amends with yur sister when we defeated ya'! Why would ya'—"

"Haha, do you really think I changed? Revenge is best served cold. I bided my time while I researched some revolutionary magic and look—I have surpassed my sun-loving sister! Not even she could have the power to do what I have done!"

Applejack tried scorn, the only defense she had left. "Ya' think this is pow'rful magic? This here is a practical joke! I'm sure any unicorn could fix us up right again!"

Nightmare Moon cackled with some amusement, "Poor pony, you are too dumb and plain to understand. Humans. Are not. Magical. Ha! Once I am the only unicorn Pegasus in all of Equestria, I will rule the plain and unmagical creatures with my power!"

Applejack's eyes widened.

"Now," finished the dark mare, "I am growing quite bored of you, pony, so I am off to the next town of Equestria to work my magic!"

The shimmering purple dust twirled in the air and shot toward the open window. Applejack flung herself after it, but lost balance again and fell flat on her face. The evil mare escaped with victorious laughter.

Applejack struggled to her feet, using the bed to steady herself. Standing on only two legs felt awkward but it was the only way to move efficiently. She had to get to the others as soon as possible, she had to figure everything out. The girl let go of the bed and took a few careful steps toward her mirror. She starred at the tall figure with yellow hair that reached to her waist. The two lumps on her chest looked like smooth, round apples with very short stems. Her waist was flat and curved inward.

"This here is too darn weird," whispered Applejack, feeling a need to cover the ugliness. She walked to her dresser and pulled out a few pony capes, tying one around her apples and another around her hips. "Now I gotta find my friends as soon as possible…"

Applejack wobbled out into the black night. Her mouth was dry and her body shook with anxiety. Part of herself was trying to accept that this was actually happening. The moon was still high in the sky, but it only dimly lit up the path to Ponyville.

"Keep calm, Applejack," she told herself.

"Applejack?" whispered a soft voice from some bushes up ahead.

The yellow haired human stopped in her tracks. "Who is there?"

A thin, naked human shyly exited the bushes. Her hair was teased with leaves and twigs. "I…I couldn't…recognize you either…Applejack," she said very quietly, her eyes chased with embarrassment. "I am …Fluttershy."

"Fluttershy!" Applejack could feel that it was really her. She walked the remaining space that separated them. "Am I ever glad ta' see ya'! Do ya' know where the others are?"

Fluttershy starred at the ground, hugging her chest. "Nightmare Moon woke me up, told me I was…human now. Then she told me she had one more place in Ponyville to visit…your ranch…So I came here as fast as I could…but I see I was too late…"

Applejack didn't want Fluttershy to feel bad. "I's alright, sugarcube. There's nothing ya' could have done, and she might have hurt ya' if ya' tried. Although she made us…diff'rent…I am jus' glad we're safe…"

Applejack picked the leaves and twigs out of Fluttershy's hair.

"We should find the others," squeaked Fluttershy.

They walked down the path to Ponyville together.

"Ya' aren't wearing anything, Fluttershy," said Applejack, "Are ya' cold?"

"Just a little," mumbled Fluttershy, "Being hairless…is not so nice…"

"Here ya' go, Fluttershy." Applejack untied the cape that covered her apples and gave it to her friend. "Wear this."

"Okay…"

They didn't walk for long before they saw four dark figures coming toward them on the path ahead.

"Granny Smith? Applejack? Macintosh?" called one of the shadows.

"This here is Applejack and Fluttershy," said Applejack, "Who are ya'?"

Their two names were called out excitedly, and the four shadows ran foreword. Three of them had apples on their chests, too. But one of the figures had a worm between its legs and a flat chest and short hair.

"This is Spike!"

"This is Twilight Sparkle! I am so glad you two are safe."

"It's Pinkie Pie! Isn't this crazy cool! We have turned into boogy monsters! Heeheehee!"

The fourth shadow was sulking. Applejack recognized her rainbow hair once they moved closer. "Rainbow Dash, are you alright?"

Twilight motioned to Applejack to not say anything. She whispered, "Losing her wings…she is devastated…"

Pinkie Pie skipped around hugging everyone. "Now we are all together!" she squeeled, "Well, almost together because we still need to find Rarity. And then we have to find the princess! And then we have to find the Elements of Harmony and defeat the wicked witch and make her turn us back into ponies again! Wheeeee this will be SO much fun! Haha!"

"We already checked Rarity's house," Twilight informed Fluttershy and Applejack, "Only her sister is there, still asleep…"

Rainbow Dash muttered, "She is probably just hiding somewhere, freaking out about how ugly she looks."

"Now Rainbow, that ain't very nice," Applejack said firmly.

"Where do you think she could be?" whispered Fluttershy, concern punctuating her words.

"Oooh! Ooh! Hide and seek, this game is fun!" cried Pink Pie gleefully.

"I don't know," sighed Twilight, "And the darkness only makes it harder to find anything…"

Pinkie Pie chimed in, "Why don't you use a finding spell?"

Everyone paused in glum silence.

"I…I already tried," Twilight broke the silence. "I tried to use magic but… humans aren't magical. Nightmare Moon was right."

"So," Pinkie Pie frowned, "We are going to have to defeat Nightmare Moon without magic?"

"But…But…" Fluttershy said softly, "How can we do that?"

"Yeah," agreed Spike, "You have to defeat that evil pony with the Elements of Harmony, and they are magical objects."

"Everyone, we will have to figure that out later," interrupted Twilight. "Right now, Rarity needs our help."

"Tha's right, Twilight," Applejack said, "Let's find our friend."

"The more time we waste, the more ponies Nightmare Moon transforms!" Rainbow Dash shouted in frustration. "We need to find her quick or go without her! Or else there will be no one to warn the magical ponies!"

"Rainbow, please," Twilight explained gently, "The fastest Pegasus in Equestria are you and the ones in Canterlot. They have all been made human already."

This thought frightened Applejack. "But then how'll we warn the others?"

"We can't," bounced Pinkie Pie, "We will have to think of something else! Right, Twilight?"

Fluttershy hung her head. "I…I have an idea…"

Twilight was relieved. "Yes, Fluttershy?"

"I will ask my birds to do it…to go to the nearby towns and warn the others."

"Tha's a great idea, Fluttershy!" encouraged Applejack.

"Right!" Twilight nodded her head in determination. "This is the plan. We will all split up into groups so we can find Rarity faster." She pointed to the East. "Pinkie Pie and Rainbow Dash, you two go that direction." She pointed Northwest. "Spike and I will go that direction." She pointed Southwest. "Fluttershy and Applejack, you go that way. Look for your birds also, Fluttershy, and tell them what to do. We will meet back at the library after the search. Ready?"

"Ready!" giggled Pinkie Pie.

"Ready!" nodded Applejack.

"Ready," sighed Fluttershy.

"Ready," said Spike.

Rainbow Dash rolled her eyes. "Okay."

When the friends returned to the Library, there was good news and bad news. The good news was that Rarity was found—crying endlessly about her ugliness, but nevertheless found—by Pinkie Pie and Rainbow Dash's search party. The bad news was that the birds did not recognize Fluttershy, or if they recognized her they couldn't understand her. Apparently, humans can't talk to animals the way ponies can. And so Fluttershy was not able to ask the birds to warn the other ponies.

Twilight shook her head. She began rummaging through the bookshelves of the library. "It's alright! I'm sure somewhere in this library there is a book that has the answers!"

Spike rushed over to lend a hand.

"I will look like this forever!" cried Rarity in despair.

"Don't you dare say that!" exclaimed Rainbow Dash, "I'm not giving up my wings that easy! There must be a way to defeat that stupid evil mare!"

Fluttershy shrank into the nearest corner of the library and cried.

"Then how?" sobbed Rarity. "What other brilliant plans do we have?"

"Now ya'll quit fightin', it won't do us any good," mediated Applejack.

Pinkie Pie bounced over to Rarity. "Oh don't be so sad, Rarity—I don't think you look ugly. I think these human bodies are kinda cool!"

"These bodies are flightless!" yelled Rainbow Dash, "There's nothing cool about that!"

"Well I think there is!" Pinkie Pie asserted with an enthusiastic smile. "Besides, Rarity, couldn't you design some human clothes to make you look even prettier?"

Rarity's crying paused. She looked down at her body, then she combed her fingers through her purple hair. "You can put lipstick on a pig, but it's still a pig…Useless. It is completely useless!" She resumed crying.

"Rarity," said Spike over one of the books he was glancing through. "I think you look beautiful! I think you are the prettiest human ever, no matter what you say…" He blushed and turned his back on them.

This did not mollify Rarity.

"Oooh, look!" cried Pinky Pie with excitement, pointing at one of the shelves. "A book on human anatomy!"

The other ponies groaned, but this gave Twilight an idea.

"Rarity, everyone in Ponyville is a human now," soothed Twilight, "and if you are the most beautiful human in Ponyville then—nothing has really changed, has it? Just our forms."

Rarity's tears were reduced to sniffling as she ruminated over these words.

Applejack sighed and knelt beside Fluttershy. "Why ya' cryin', sugarcube?"

"Because I let everyone down…and I can't talk with my animal friends anymore…"

"Don't ya' worry yur pretty little head, Fluttershy. We'll find a way ta' be ponies again."

"Rarity," called Twilight, "I think Pinkie Pie made a good point. We need clothes. Will you make us some?"

"But," sniffed Rarity, "What difference would that make?"

"Please, Rarity? I would really like some clothes. Could you make some for me?"

"It will take twice as long," said Rarity, "Because I don't have my magic but…I guess I could try…"

"Great! You can start right away!"

"Right now?"

"Please, Rarity. While Spike and I try to find something in the Library that can help us defeat Nightmare Moon. Besides, your sister probably needs you."

"Oh…right…ok…" Rarity slowly stood up and left their company.

"Finally!" sighed Rainbow Dash.

"Actually, Rainbow, could you go with Rarity? She shouldn't go home alone, and if she has an assistant the clothes won't take as long."

"What? I've never made clothes before! And I don't want to."

"What else will you do then?"

Pinkie Pie chimed in merrily, "Yeah! Since you can't fly, what else will you do?"

Rainbow Dash glared at Pinkie Pie and stormed out of the Library.

Silence filled in the empty spaces for a short moment as Twilight and Spike shuffled through the bookshelves.

"Um…Twilight?" asked Applejack,

"Yes, Applejack?"

"Do ya' really want human clothes?"

"Not really. I just think that keeping those two busy will help distract them from their fears for the time being."

"Well I would actually appreciate clothes," said Spike, "your bodies aren't ugly, but mine is hideous…I'd like to cover it up under some fabric…"

"Yur body is fine and dandy, Spike," reassured Applejack.

"Except for that funny thing between your legs!" giggled Pinkie Pie, "Heeheehee! What is that thing, anyway? Heeheehee!"

Spike shied away and turned his back on them again.

Fluttershy stood up from her corner and asked softly, "What can I do to help, Twilight?"

Pinkie Pie nodded. "Me too, Twilight—what should I do?"

Applejack agreed.

Twilight paused in thought. "I suppose we should let Ponyville know whats going on. Pinkie Pie and Applejack, you spread the word to all ponies—um…humans in Ponyville…"

"Right!" Pinkie Pie saluted.

"Fluttershy, you can help Spike and I look through these books."

"Ok…" said Fluttershy, approaching one of the bookshelves.

"Twilight, I must be honest with ya'…" said Applejack quietly as she followed Pinkie Pie out the door. "I think we're in quite a pickle this time. I'm not sure if there's any hope in gettin' out of it."

"I understand, Applejack," replied Twilight kindly. "But I think as long as we have each other, we will be fine. We will get through this together, just like we always have."