Description:

Last Time

Brainstorm got up. He was stuck as a young mare, until midnight. He looked around for a mirror, but the closest thing to that she could find was a window. The room was dark, so her reflection showed up very well. She gazed at her makeup clad face. Long eyelashes, longer mane, a smaller muzzle, and red lipstick, cleanly applied on her lips. She really was a girl.
"Is she really me?", she thought, as her reflection stared right back at her.
Brainstorm decided to have a little fun.
"Hello, my name is Brainstorrr…. I mean Tickles.", she said, as if her reflection was another pony.
"I'm so lonely, and would love to have a stallion to keep me company."
"Well, my name is Brainstorm, and I must say, you look like my type of pony.", she said, talking back to her reflection.
"Well, maybe we can continue this conversation at my place.", said her reflection, as she turned around.
"Where do you live?", she asked.
"Well, I'm an accomplished model, so my house has plenty of room.", said her reflection.
"And…", she lifts her tail, giving her a good view of her panties.
"You can see me try on more of these.", and gave her butt a little wiggle.
She began to stare at her beautiful rear end. She was so distracted, that she didn't notice the stallion that came into the room. When he turned the light on, Brainstorm could see the pony looking at her new buttocks. He became quite embarrassed, and ran off. When she got to a safe distance, Brainstorm was feeling quite flustered.
"I can't believe, that guy saw me in panties.", she thought.
"It's no use, worrying about it now, it's just until midnight.", she said, starting to talk to herself.
"For now, I can't draw anymore attention to myself."
"I'm just another filly in town."
She was just walking through the town, acting like a normal filly. Quite suddenly, the crocodile in her dress began to move. She wasn't the only one trying to get accustomed to their new bodies. The crocodile was trying to figure out his new appendages as well. Brainstorm can feel the croc's nails clawing at her back. It didn't hurt, but it was quite uncomfortable. Brainstorm got up on his hind-legs to try and find a way to keep the crocodile down. The croc could feel her hooves through the dress, so he tried to move away. Brainstorm's hooves could not grip the shrunken reptile.
"Mm. Ah. Doh!", was all she could say, as she danced into the street.
She reached, twisted, and twirled, giving everyone a nice view of her panties, but the crocodile wouldn't stop! She was so busy with her "little friend", that she didn't notice the mud puddle in front of her. Suddenly, a stray wagon wheel was rolling down the street at an accelerating speed.
SPLASH!
The wagon wheel rolled over the puddle, soaking Brainstorm in dirty muddy water. A filly was watching her little performance. No sooner, after Brainstorm was drenched, she sprang into action.
"Oh, your poor filly.", she said to Brainstorm.
"You need an emergency makeover!"
"My shop just opened today, I want YOU to be our first customer!"
Brainstorm tried to speak, but the filly just kept on talking.
"I won't take "No" for an answer."
"Don't worry about paying, the first customer gets the first outfit free.", she whispered, and pushed Brainstorm to her shop.

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suggestive238493 artist:dashingjack235 imported from derpibooru3674900 part of a set26960 oc1099991 oc only775820 oc:brainstorm322 earth pony492733 pony1685367 bipedal53518 clothes736671 dress71027 mud puddle19 panties76271 part of a series4466 rule 6338120 solo1607054 spinning1473 story included14043 twirl99 twirling21 underwear93970 wheel710

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