MLP
Not All
Part 1
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my first third person story i started
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a changeling is a bug like creature that feeds off of love, able to change into any and every pony, the changelings also will imprison a pony to feed off the love, this is what is known to every pony known to be, but for one changeling will change everything they know.
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on a bench sat a young changeling in disguise as an average sized pony with blue coat with red hair and tail wearing a male school uniform and glasses, the changeling stood up as the bell rang, “ok class I'd like to introduce a new student here today.” the teacher exclaimed, the changeling walked through the door looking at the students when a certain filly caught his eyes, she was about his age, light purple unicorn, her main and tail was purple, magenta, and pink.

“ class this is Chance, let us all give a big warm welcome.” after the teacher spoke everyone started to clap causing him to blush, “ thank you I hope we all become good friends.” he exclaimed bowing to the class, “ ok chance why don't you have a seat next to twilight.” the teacher said, pointing to a chair next to the pony that caught his eye, “alright.” he exclaimed walking to his seat and setting down.

“ twilight can you help Chance out? He needs to be all caught up for the test monday.” the teacher smiled a bit, “ I'll try my best mam.” Twilight spoke with a great smile on her face that made Chance's face lit up, “ok now turned to page fifty seven.” the teacher told the class as twilight used her magic to flip through the pages, Chance leans to the side to see the page she was on before straightening up and flipped to the page he saw.

Chance was fascinated by the pony's history that he continued to read even as they took turns reading, he read to himself, “Chance?” the teacher called jolting him to attention, “ y yes?” he stood up like a soldier being addressed by a higher up, the other pony's giggled at him, “ will you please read the next paragraph?” the teacher asked, “ oh. Um?” his eyes went wide as he looked at his book, when he noted that twilight was pointing to the page and paragraph he was at.

He started to read and every one that watched him made him a bit nervous as he continued to read till the end when the bell rang, “ok class don't forget to study up for the test.” the teacher exclaimed as everyone packed up their books and  headed out the door, “ so what class you have now?” Twilight twilight, chance dug out the card that had his classes on it and handed it to twilight.

“ ok lets see, you got history with me, home-cooking same time as Pinkie does, then gym with Rainbow Dash and Applejack, followed by lunch, were I can introduce you to my other friends.” she told him handing him back his card, “ um, thanks um till lunch time then.” Chance said with a smile, “ yeah later.” she said waving goodbye as she left, he waved before walking to his second class, “ hi Chance.” a pink pony jumps on him giving him a big hug, her breasts much bigger then twilight's and pressing against his chest.

“ I'm Pinkie Pie, the teacher said you'll be coming and I'm to be your class partner.” she exclaimed as her big soft breasts pressed up against him before letting go, “ well ok, nice to meet you too.” he blushed bright red, “ ok class where now going to make a hay seed pizza from scratch” the teacher exclaimed passing out the recipe, every one cheered as pinkie jumped for joy her breast bouncing as she did, “ so how do we start?” Chance asked.

“ first we need to measure out some flour.” she told chance bending down to look into the cupboard with her tail high in the air giving him a good view of her panties, Chance was captivated by such a sight and felt something spring to life as he felt tingles in his loins, her butt wiggles a bit before pulling out a bowl and measuring cup, “ there we are.” she smiled as she stood up placing the items on the counter.

“Chance can you get these items from the fridge and pantry.” she asked handing him a list of the ingredients, “alright.” he told her taking the list and going to the fridge, “what happened i couldn't turn my head away from her big butt and my crotch aches so much, these ponies must have hypnosis magic, how else could you explain me not being able to turn away.” Chance thought to himself, he slowly got all the ingredients and brought them back, “ hey pinkie I got those ingredients like you wan-ted.” he told her as he saw her big but wiggling as she pulled more bowls and pans.

“oh thanks set them down on the counter.” she told him as she turned to look at him, her eyes darting down for a moment before looking back up at him with a mischievous grin, “well alright.” he said, setting the ingredients on the counter, “ I see you liked what you seen.” Pinkie whispered in his ear as she stood back up, “huh!?” Chance asked, “don't play dump, you were looking at my butt and this don't lie.” she grinned secretly groping at his bulge.

Chance gasped as pinkie's groping felt good, the aching in his loins subsided till she pulled her hand away, “he-he you can look at my butt anytime just don't touch though and don't worry I won't tell.” she said lightly wiggling her but as she started to measure out the  ingredients as chance helped in shock at what transpired, as the hour went on his loins stopped aching, but in replacement of the ache was an itch, an itch that was begging to be touched there again.

Near the end of the hour the pizza was ready, “ oh boy, pizza looks good.”, Pinkie said placing the pizza on the counter, “ boy that smells good.”, Chance spoke drooling abit, “ well don't just stand there drooling silly, take a peace.” Pinkie said slicing up the pizza, “ok I will.” he said grabbing a slice, “oh its hot.” he exclaimed blowing on it, “I could have told you that silly.” Pinkie chuckled as Chance blows on the pizza before taking a bite, the wonders, the flavors he never tasted before hit Chance like a ton of bricks in a good way.

He ate slowly even though all he wanted to do was to eat it quickly, the teacher smiled as he took a slice and bit into it, “ wow you two are getting an A.” the teacher said marking something in his work book when the bell rings for the next class, “ well see you at lunch cutie.” she said kissing his cheek before walking out of the door with the rest of the class, Chance made his way to the gym were he met the gym teacher, " you must be Chance, go and get changed with the others." the gym teacher said pointing to the locker room.

" alright, thank you." Chance bowed before going to the locker room, when he got there he saw two sign's both pointing in opposite directions, and Silhouettes to show witch locker room is witch, but takes the one on the right, one stepping into the door, walking inside his face got real red as he saw the girl ponies changing he saw a blue pony slipping off her panties with her tail up in the air giving Chance a good view of her holes, also watching an orange pony as she takes off her bra when they all heard as scream and they all looked at him.

“ get out of here you creep!” the orange one said before punching him in the face followed by a kick to the face by the blue one, “ i’m sorry i’m sorry i’m sorry,” he yelled running out of the room and into the boys locker room, Chance walked past the other boys into a bathroom stall finally some peace.” he thought to himself as he used his power of change to change his outfit to what the boys was wareing, “ thats better.” he smiled getting out of the bathroom stall, following the rest of the students.

“ ok class were going to do a little bit of tag ball followed by some one on one wressling, now rainbow, applejack, you two will be the team leaders, now come up here and pick your team members, the two girls that attacked Chance came up to the head of the class and began to pick out their teammates until Chance was left, “ alright rainbow you take him that way you can punish him in the wrestling matches.” Applejack whispered to rainbow dash, “alright i’ll take him.” Rainbow said going over to him and wrapping her arms around him.

“You help us win you little perv and i’ll go easy on you later ok?” she told him, “ um, ok?” he said hesitantly, “ ah, that a perv.” she smiled punching his arm, “just don’t do anything pervy or you will feel the pain.” she growled as the teems tags ther tag flags and slipped in there pockets and waistbands, “ ok rules are like basketball but when someone pulls out your tag your out of the game for 3 minutes then you gets back into the game, now ready?” the teacher asked, “ ready!” everyone shouted in delight, “ play ball!” the teacher said throwing the ball in the air.

Applejack and Rainbow Dash jumped yup trying to get the ball, applejack managed to hit sending it flying into Chance’s face, chance fell flat as the game started, everything seemed to be going good, Chance was learning the rules of the game as he chased after applejack aiming for her tag when suddenly he tripped and fell his head slamming right into applejack’s ass as he fell taking her with him, “get off me you purv!” she said wiggling making her ass rub all over his face, “sorry sorry.” Chance quickly gets up.

He grabbed for her tag and pulled it toward himself, but as he stood the it became snagged on her pocket causing her shorts to lift up just so and slide down her leg toward him, “ hay!” she screamed grabbing on her waistband to keep it from slipping off her ass all the way, “ sorry!” he jumped, letting go of the tag, “ ok applejack you're out for three minutes, ”the teacher said, “aw darn.” she said pulling up her shorts up and walks to the bleachers and sat down with a huff, few minutes went by and applejack was allowed back into the game as others on either side slowly got there tags pulled.

After thirty minutes the teacher blew the whistle, “okey class, it is time for the wrestling match.” the teacher exclaimed as the others on the bleachers help set up the mats, “ ok everyone were going to start off with applejack and bulk biceps.” Chance watched as the two started their match, he got to know how the sport was played, few others had their turns and he understood it all, “ ok we got time for one more lets have Chance and. Rainbow Dash you two final match” the teacher exclaimed.

“ heh ready perv?” Rainbow said getting up and stretching, “ my names Chance.” he said stepping onto the mat, “ yeah whatever prepared to lose.” she said getting ready, “ not on you life.” he grinned as he himself got ready, “ready,set, go!” the teacher shouted, the two came at each other fast n hard push and pulling each other trying to pin one another as they twist on the floor until finley rainbow dash got his head pinned in between her legs, Chance managed to get her in the same bind as time went on each desperately wanted to win that they squeezed their legs together pushing their heads to each others crotch both feeling the heat of their breath when suddenly he felt something flexible rub up against his manhood causing him to jump, and she rolled on top of him pinning him to the floor.

“Rainbow dash is the winner.” the teacher said, “oh yeah, I WIN!” she shouted sitting up on his face as she threw her hands in the air to celebrate, suddenly the bell rang, “yay, lunch time.” Rainbow said getting up and prance’s off to the locker room, chance stood up in a daze trying to figure out what happened as he went to the boys locker room, quickly, he got into the bathroom stall and used his powers to change his clothes again and then left for the lunchroom, “ boy i can’t wait to eat.” he said as he got into the lunch line with a pocket full of quarters, chance smiled getting a sandwich and a drink, “ here you go.” he said handing the lunch lady some change to pay for the food then left the area.

“ over here, hello!” he heard pinkie calling from across the room her hands waving in the air, “ oh, coming.” he said, then stopping when he saw applejack and rainbow dash, only to walk quicker when he saw twilight with them, “ so, how was your day so far chance?” Twilight asked, “ mixed.” he said taking a bite of his food, “ the purv had a hard time losing to me, because I'm awesome.” rainbow dash boasted “ more like you had an easy time beating me, since i let you win.” chance said taking a drink, “ no you didn’t, i could tell you was giving it your all!” rainbow retorted, “ it's true I was giving it my all, until you hit below the belt sort of speak, then I stopped and let you win.” he said eating more of his meal.

“ AH-HA, I knew there was something going on when he jumped” applejack spoke up, when chance seen a white pony with a purple mane and tail, she scooted closer to him she was similar to twilight but with a lot bigger bust, “um, hello.” he said looking at her, “ hello darling, my name is rarity,you must be Chance, I've heard so much about you.” she said with a smirk, “ um y yes, um, nice to meet you too.” he said as she looked him up in down with a great big grin on her face, “ she what class you have next?” Rarity asked, “ oh? Its home eck.” he said looking at his sheet, “Oh good you can cum with me and fluttershy then, after all we are in the same class.” she told him pointing to another pony as she started to eat as well.

He looked at the yellow pony with pink mane and tail, she was slightly smaller the pinkie but still quite big in her breast and butt, her face fully red as she ate, as they all ate and talked applejack and rainbow dash argued and on into an arm wrestling match, soon everyone was finished eating and the bell rang for class, “come on chance darling class is this way.” Rarity said walking out her butt swinging from side to side, chance found it hypnotizing and couldn’t stop staring as he followed her, “why do these ponies have this effect on me?” he thought to himself not noticing his rock hard bulge in his pants, “ok here were here.” she said spinning around to look at him snapping out of his trance.

“Miss candy drop, the new boy chance is going to be working with me and fluttershy.” Rarity told the teacher, “ very well, catch him up with what we're doing today and make sure he helps out in some way.” the teacher told her not looking up from the textbook, “ oh I will.” she said with a grin as she pulls chance’s hands and takes him to the back of the room with fluttershy, “ now lets see what were working with.” she told them, “ what do you… Mean!?!” he quickly raised his voice when rarity teleported all but his and fluttershy’s underwear off them, “ please don’t look.” fluttershy seid turning away as she was wearing very skimpy, very tight, and very small bra and g-string.

“ oh fluttershy, I didn't know you liked wearing those types of underwear.”  Rarity smiled looking at her as chance was trying to hide his boner from rarity, keeping her from watching him in his briefs as he was turned to where both of them can’t see the obvious horse cock shaped bulge in his underwear, he didn't look at all as fluttershy and rarity talked and made noises causing chance’s face to become all red, “ ok your turn darling.” Rarity said walking in front of him, she pulled his arms to his side and noticed his big package, “ oh wow are they always this big? Fluttershy dearie you got to see this.” Rarity said knowing she wouldn’t, “ No.” both fluttershy and chance squeaked as they were thankful that there area was covered by a sheet wall.

Chances face was real read as she took his measurements, “h hay, i don’t think you should be measuring there.” he said as her fingers rub on his member as she used the measuring tape to get its length feeling it throb, “ of course it's necessary.” she lied, “ now, you two sit down there as I work my magic.” she said going over to a sewing machine, “ could we get our clothing?” chance asked looking at the two cold looking seats, “ no no that would not d,o we got a limited amount of time to work now i got to focus.” she said setting down and started to work, chance and fluttershy then sat down next to each other, trying not to look at each other.

Chance looked around the area and turned his head away from fluttershy, as he looked away fluttershy carefully glanced down at chance’s throbbing bulge as he tried to hide it, she gulped as she watched it twitch and throb in chances briefs, she bit her lip as her face grew redder, she quickly turned her body away from him when chance turned back to look at rarity, “ how much longer do we have to be like this rarity?” chance asked and fluttershy nodded, “not too long now, wow you two look cute together.” rarity said giving a giggle as she looked up at them, both of them blushed and turned away from each other.

“Rarity! Please hurry up!” fluttershy said sounding flustered, “ please.” she said toning it down the volume, “ don’t worry I'm almost. Done!” she said holding up a yellow and green dress, “ here you go fluttershy.” Rarity said handing her the dress, fluttershy jumped up taking the dress and quickly put it on, the dress barely covered her breast as it showed off her curves as well as her legs, “ what about me?” chance asked, rarity smiled and showed him a tux, he quickly grabbed it and put it on, “ um these seem to be a bit tight.” he said trying to fasten his pants giving an outline of his member and, other things.

“Can we PLEASE!!! have are school clothes back?” chance begged as he was hunched over getting his pants fastened up, “in a bit, why not stand straight up?” she asked, chance groaned as he slowly stood up as the cloth tightened, suddenly he sneezed ripping the entire tux, fluttershy’s eyes grew wide as she saw the tux rip off him and one of the buttons shot from his pants and ripped his briefs and his fully hard shaft sprang fort giving them a good view of what he was packing, he quickly covered his crotch, “ oh darn, well here you are.” Rarity said tossing his clothes on his head before both her and fluttershy turned away, chance quickly got dressed as he overheard rarity talking about something with fluttershy.

The last bell of the day rang out and without skipping a beat chance ran out of the classroom and to his locker, “ I gotta get out of here.” chance said opening up his locker, “ hi, ready to go?” Twilight said popping into his view suddenly, “ oh!? Uh yeah, where to?” chance asked getting his books and his bags, “to my house, for studying history for the test on monday.”she said as fluttershy ran by all red in the face, “ ok yeah lets go.” he spoke closing the door of his locker, “ Really!? That Big?” Rainbow dash seid coming into earshot, “ ho-oly cow, that's bigger than Big Mac.” Applejack said bit stunned, “and best part is when the cloths was to tight that it ripped off him and ripped that package free letting me and fluttershy get a good look at one for the first time.” she spoke.

“ what are the girls talking about?” Twilight asked as they continued to walk, “ oh nothing, we better go.” he told her, “ oh, alright.” Twilight said as they left the school, “ so do you know what they were talking about?” Twilight asked, he nodded red filling his face, “ well what was it?” she asked looking at him as they walked, “embarrassing stuff.” he said as his heart pounded wildly, “ oh, alright.” she blushed a bit as they seen her house in sight, “come on in.” Twilight said opening the door, “ thank you.” chance smiled as he sat his books down and sat down next to a coffee table, “alright, let's get to work.” Twilight said happily as she sat down next to him.

Chance and twilight started to work on there history for the test on monday, they continued to work till their bellies started to growl, “ ok you stay here i’ll be back with some food.” Twilight told him getting up and leaving the room, “alright it sounds good.” he smiled as he kept on reading, “ here you go.” Twilight said holding some food, “uh thanks, that was fast.” chance said taking the food, “ fast? It was thirty five minutes to prepare.” she exclaimed, “ wow, I guess time really does fly when you're having fun.” he said with a smile, “ yeah, I guess so.”  she said with a smile as they started to eat.

After they finished eating, they continued to work and twilight helped him to take notes and the hours seemed like seconds to chance as he read about the history of pony kind, eventually twilight stopped helping him with his notes, “wow, that was really educational.” he said finishing the last page of his book, he then looked at twilight who had her head on the table and sleeping soundly, blushing he watched her sleep for a bit before getting up and slowly stretched flexing his muscles, “ok, I think I better put her to bed.” he said picking her up like a bride and carried her into her bedroom.

Chance smiled as he slowly laid her down on her bed, “ sleep tight beautiful twilight.” he spoke softly as he tucked her in, then slowly walked back to the living room and collected his things, opening the front door he looked back into twilights home, “I'll see you tomorrow.” he whispered as he walked out the door closing it behind him,he then slinging his backpack over his shoulder as he trotted off towards the everfree forest.

To be continued.