Disclaimer: I do not own My Little Pony: Friendship of Magic, but I do own the Oc's that are to appear in this story.

Author Note: This story will include Anthro and other mature content. It will also include something like a Dimension story; it's where every world is connected by dimension gates or portal. I actually had this idea in my head for a while now so I thought I'd put it up to see how it's liked by readers.

Inspired by: ss2sonic's artwork.

6/19/13: I have changed the name on the bottom only… I think.

Everyone in Ponyville was slowly relaxing in some way or another after the whole Nightmare Moon incident. Applejack was bucking apples from trees with her big brother, Big Macintosh. Rarity was designing more dresses that would look good on any pony. Rainbow Dash was shirking her duties once again by taking a nap on a nearby cloud. Fluttershy was near Sugercube Corner buying vegetables for herself and for her animals. Pinkie Pie was in Sugercube Corner's kitchen baking sweets for customers and was hoping around after tasting some. Twilight Sparkle was in her house reading through some books as Spike was taking care of the house work until something most unusual happened.

The sky starting turning rainbow colors all over Equestria and the birds started flying in different directions squawking in fear. Every pony in Equestria looked at the sky in fear, but over Ponyville the sky started forming a tunnel in the sky and a flash of light and a giant clap of thunder exploded making everyone cower in fear.

Everyone in Equestria passed out for a period of time before one by one, everypony woke up to a most horrific surprise: everypony turned to some sort of half human hybrid. Everypony still had their pony appearance but now they can stand on two hoofs, they had hands with fingers instead of an extra pair of hoofs; female's grew two somethings on their chests while the male's important tool grew between their legs, and everypony was naked.

The males had to cover their stallionhoods with their hands and ran blind because the females were screaming from being naked for the first time in their new forms.

Twilight was deeply surprised to find herself in her new appearance that she dropped her books. She had a medium C-cup, her cutie mark was still near her flank but was located on her thigh, her coat remained light purple, and her purple with pink line hair now reached to her back. She turned to Spike to find him looking up at her with his scales turning red. Twilight looked down to see herself completely naked and let out scream while Spike fainted with a bloody nose gushing out.

Twilight covered herself as she thought, "What is happening to Equestria!"

Applejack woke up to find herself and her brother naked so they both ran into the house with Big Mac covering his eyes and stallionhood. Applejack had a large C-cup breast, her cutie mark was on her thigh as well, her coat remained orange color, her blonde hair reached just below her shoulders, the only thing she had on her was her hat. Big Mac was still taller than her with her head reaching to his chin, but now his muscles seemed bigger and wider.

Fluttershy slowly opened her eyes due to all the screaming from other ponies and instantly took notice to herself. Letting out a scared eep, she tried to use her hair and tail to cover her mare parts; she had a large D-cup breast, her hair reached to her flank, her cutie mark moved to her thigh, and her coat remained yellow, and her wings covered her back in some parts. She was so embarrassed and scared that she ran to Sugarcube Corner and leapt through the doors and landing in front of Pinkie Pie.

Pinkie Pie was at first confused with her body being different and all, but she shrugged it off seeing that the cupcakes were burning. She was then surprised to see everypony was the same as her and was surprised even more when Fluttershy landed on her floor.

Pinkie Pie had a small C-cup breast but they were perky to her, her cutie mark moved as well but were still near her flank, she still had her pink coat, and still had her poofy hair which made her happy.

As Pinkie Pie checked on Fluttershy, Rainbow Dash woke up to the other ponies screaming and running. She looked at herself for the first time and was so shocked that she fell off her cloud and started plummeting to the ground. She quickly flapped her wings and floated to the ground while looking at everypony running in panic. She looked at herself in a puddle and saw her hair reached below her shoulders and down her middle back, cyan colored coat, she had two small C-cup breasts, and her wings covered most of her back.

She quickly took flight towards Twilight's house knowing that she had some sort of answers.

Rarity woke up to find herself on her room's floor, shaking the feeling of dizziness from her head looked at her room mirror and saw that she changed. She had a small D-cup and her hair reached to her lower back. Seeing that she was naked and feeling embarrassed for once, she decided to grab some cloths and try to whip something up real quick.

Twilight grabbed her blanket from her bed and wrapped it around her to make a cloak to cover herself. She then went back downstairs but something caught her eye, she noticed that her house seemed to be larger than usual. She remembered how high the ceiling was and she would have banged her heat against the ceiling. To prove her point, she looked at the bookcases and saw two extra shelves.

She quickly used her magic to bring books to her to find out what has happened to everypony. She kept throwing around books that she didn't notice Spike was starting to change as well. His body started to shoot out steam as his limbs started stretching and his muscles expanding. Twilight reading through multiple books noticed the steam coming from behind her and turned around to see a fully grown adult shape Spike looking confused.

When he turned his head to what she was staring at, he found that he had changed as well.

He got up and started running back and forth screaming, "What happened to me!? What happened to you!? Is this tree getting bigger? What's going on!?" He stopped to look at the room for the third question but resumed to run around afterwards.

Twilight stopped him with her magic and levitating him in the air but let him go almost instantly, "Oof! I think I'm cutting you off of ice cream for a LONG while. You're starting to get heavier." Spike looked distraught that he can't have ice cream anymore but Twilight continued, "As to how you grew so quickly… I don't know."

"I've started to look through all my books, but nothing like this has ever happened in Equestria history." Twilight sighed as she dropped another book to the ground.

Spike sat there thinking and looking at himself with a mirror as he was not used to be so tall when he was so short to begin with. He suddenly launched forward when he burped out a giant green fire ball and destroying the mirror and anything left were charred remains. A scroll with a gold seal fell to the ground; Twilight went to pick it up with her magic but stopped when she looked at her new hands and carefully bent down and picked the scroll up.

Inside the scroll read,

Dear Twilight Sparkle,

I'm sure by now that you'll have noticed that everypony is now different in appearance. The reason for this unusual occurrence is still unknown, but Princess Luna and I are currently looking through all the books in Canterlot. While I'm not sure if this is some sort of illness, magic, or… if somepony has caused this somehow. I know you're probably wondering what my thoughts are right now, but I must make haste with this letter. But if somepony is behind this, here's how to find them: look for the ponies who aren't reacting like their supposed to.

From Princess Celestia

Twilight looked at the letter with slight confusion, look for somepony who isn't acting like they're supposed to. She shook her head and tried to slowly walk towards the door and beckoning for Spike to follow her when a rainbow haired half pony slammed the door open and squashed twilight with it.

Rainbow Dash looked around yelling out, "Hey Twilight! Where the heck are you?" She started flying everywhere looking for Twilight, "This isn't the time to be playing around at a time like this!"

One by one the other Mane Six showed up mostly covering themselves with bed sheets, with the exception of Rarity who used some clothing material to make herself a plain white dress with blue diamonds near the bottom and Rainbow Dash who went to Twilight's house directly. Everypony started shouting for Twilight except Pinkie Pie who opened the door from the wall and found Twilight spread out on the wall, "Twilight? Why are you against the wall like that?"

"Oh, no reason." Twilight growled as she pulled herself off the wall and looked at her friends seeing that they too have been affected by whatever is happening.

Spike turned to see everypony had also changed but one look at Rarity made him pass out with hearts in his eyes. Everypony looked at Spike but decided to let him sleep while they figure the situation out.

"I see that you've noticed everyponies new appearance an-" before she could continue Rainbow Dash got in her face and yelled, "Yeah, of course we've noticed! Who wouldn't notice when 'these' appear on your chest!" To prove her point, Rainbow Dash grabbed her breast and gave them a quick squeeze.

"I know that these new forms are a bit confusing, but we need to keep calm about this and try to figure out how any of this happened." Twilight said blushing as she looked at Rainbow Dash then back to her chest being hidden under her makeshift robe.

Twilight then proceeded to tell her friends what Celestia had written to her and Pinkie Pie started bouncing up and down asked her, "So we find the pony or ponies responsible for this by their reaction? Where do we start?"

"I say we try the town square. There we can see everypony running in panic in every direction." Twilight said picking up one of her spell books just in case.

Everyone ran outside and made their way past panicking ponies screaming and reached the town square with their mayor, Mare Mayor, trying to calm down the citizens but they were so scared that they didn't hear anything she tried to say.

Rainbow Dash and Fluttershy took to the skies while the other four surrounded the town hall and Twilight reminded them once again, "Remember, Celestia told us to look for a pony or ponies that isn't reacting like the others!"

They looked everywhere but everyone was still running around in a panic that it was hard to compare one pony from another. Twilight looked everywhere franticly hoping to find something but was starting to lose hope; as she was about to call off the search. From the corner of her eye, she saw a human dark blue pony fully clothed with a hood on and he was walking to the entrance of Ponyville.

"I've found him!" Twilight yelled out getting the attention of her friends.

Applejack ran to her and asked looking where Twilight was looking, "Where?" Twilight pointed towards the entrance, "Over there. The one who's leaving town."

"I won't let him get away!" Rainbow Dash proclaimed.

She was about to zoom to the unknown pony but Applejack grabbed her tail and held her back, "Now hold on Rainbow Dash! We don't know what we're up against. Ah think we should follow him and see what we're up against."

Rainbow Dash looked like she wanted to argue but took a look around at the other ponies still panicking and gave in.

The Mane Six took off running after the unknown human pony who walked out of Ponyville carefree and was grinning. They quietly hid in bushes, clouds and behind trees following the pony as he led them to a clearing where another tan colored pony standing there with a golden pocket watch.

The new pony looked up from his watched and snapped it closed and said, "You're late Oliver."

The now named dark blue pony scratched behind his head and stuck out his tongue, "Yeah yeah, get off my back Steward! I was just watching everyone running around like idiots."

The Mane Six watched as the new ponies talk and hope to find out the answers for what has happened to everyone.

Author Note: I hoped everypony enjoyed the chapter, please leave a review on your way out.