M/F NC ***

I laid down on the bed in my dorm room. It had been a long day and I was looking forward to getting some sleep. Luckily I could turn in early, as the small dorm rooms weren’t shared.

My phone vibrated and I picked it up to check the message. “Hey, Soren, you going to the game?”

I shot back a message telling him I was going to bed early. Then I turned off the phone and stripped naked, getting under the covers and passing out like a log.

My dreams were much stranger than usual that night. I kept tossing and turning, sweating under the covers. My body was burning up and in my dream I was lost in a vast desert. The hairs along my arms and legs were itching, and dripping in sweat.

I woke up and pushed the covers off, letting the cold air send chills down my spine. There was a blue glow in the room, perhaps I had left my computer running. I sighed and waited for the large puddle of sweat to evaporate.

That’s when I felt the itching and burning in my groin, my arousal becoming painfully obvious. I reached down to scratch the itch, moaning as my hand brushed along the two incredibly sensitive lips.

Wait, what?

I laid there for a moment waiting for my brain to wake up and process the information.

Itching, burning, no dick, wet lips—aha! It’s another dream!

I reached down and rubbed against my feminine sex again, causing my entire body to tremble.

Wait, are you sure this is a dream? Quick, pinch yourself! Abort! Abort!

Groaning, I refused to pinch myself. I glanced down and saw velvet hair growing along my stomach and legs. There was a startling lack of my penis, but being a dream I just went with it. The next surprise was the two hooves I had instead of hands. My arms seemed a little shorter, and had already been covered in the soft red fur.

I rubbed my hoof against the moist slit between my legs, moaning loudly.

This isn’t right!

Shut up! It feels amazing!

“Someone’s enjoying their new body,” a feminine voice said.

I jolted up in bed, glancing to my left. My heart sped up as I saw Shining Armor and Cadance sitting in the corner of my room. “I know you—you’re from the show!”

A wave of pain washed through my body as joints in my legs popped, and bones shifted. Up until now the dream had been rather benign, even enjoyable. I suddenly realized from the sharp pains in my legs it was no dream.

“Aaah! Stop it!” I shouted. “I—” My throat tightened up, causing me to cough and choke for a moment. “What are you doing?!” I finally managed. However, my voice had gone from masculine to the softest feminine tone I’d ever heard.

Shining smiled, but was still concentrating on his horn and the magic flowing out of it and into my body.

“Why, we’re turning you into a pony. Really, Shining, is this the smartest one we could afford?” Cadance asked.

“What? No, stop!” I tried to lunge at Shining, but none of my limbs seemed to work properly. I landed on the floor face-first. I felt my legs getting shorter, and my new joints bending in all sorts of odd directions.

A pain shot out my ass from the base of my spine. I rolled over and saw a long crimson tail.

“The spell is complete,” Shining said.

“What spell?” I asked.

Shining smiled. “Why don’t I show you. I did promise Cadance a show.”

I glanced down at my four legs and managed to push myself backwards against the wall. “Stay back!” I felt my muscles clench up in my groin, and felt two lips smack together. Glancing down, I caught my new anatomy winking at my guests.

“Is the spell not working?” Cadance asked.

“Give it a few minutes, and she’ll be begging for me to fuck her,” Shining explained.

“No, why would you want to fuck me! This has to be some nightmare!” I hit myself in the face with a hoof, causing my jaw to become sore. A few tears left my eyes from the pain, yet the burning in my pussy was distracting me. It was becoming all I could focus on.

I stared down at the two wet lips and touched them with my hooves, spreading them open slightly. It felt so wonderful to touch myself there. I glanced up at Shining, who stood a few feet away. He had a penis that looked two feet long hanging erect beneath his chest.

“You’re going to bear our royal children, nurse them and care for them. We can’t have Princess Cadance pulled from her important duties due to pregnancy, nor would she have her stunning figure ruined,” Shining explained.

“I don’t—understand, why?”

“Because we can. Now, beg me to fuck you.”

“No!” I shouted.

My gaze drifted back down to his cock. There were droplets of pre cum dripping off the head and into the carpet. I felt my loins clenching and relaxing, beckoning him over. My insides actually itched, leading me to try and stick a hoof inside and explore my new equipment. With a wet shclop, my hoof went in a couple inches but couldn’t alleviate any of the itching or burning.

Shining armor grinned as I played with myself and took a few steps back. When I glanced up at him, I started licking my lips.

No, abort! Get outta here!

I silenced my mind and knew exactly what I needed. Shining’s cock was the only thing that could end my suffering. He seemed to sense my thoughts.

“That’s right, you need my cock, don’t you? The longer you resist, the worse it’ll get. The only way for you to keep your sanity or personality is to get fucked by me daily. Or, you can snivel there until you’re driven mad by lust, and one of your friends comes to check on you and finds you humping a textbook,” he mocked.

“I uh. . . how? Okay, please make it stop!”

“No, you need to beg,” Shining said. “Crawl over here and grovel.”

My glance bounced between him and Cadance. Her horn was glowing and I saw her moving something in and out of her own marehood, obviously enjoying my predicament. When I looked back at Shining, my nose picked up his musky scent.

I got to my shaky hooves and started to walk towards him. I fell onto my knees and elbows, and began crawling on my unfamiliar pony body. He was only six feet away near the foot of my bed, but it took all my effort to focus on walking using these new pony legs.

Shining was chuckling as I finally reached his hooves, panting from the exertion. I could feels unnatural streams of lubricant flowing out of my body. The itching inside me had progressed to burning, like rubbing alcohol on open wounds.

“P-please, fuck me. Use me, fuck me, just make it stop!” I begged.

“So, you want me to fuck you?” Shining asked.

“Yes!”

“You want to give birth to as many children as we choose?”

I thought about it for a moment, my rational mind not wanting to give birth to any children. At the same time, I felt my rump raising itself in the air, and my tail swish to the side. The alien organ he’d just cursed me with was blinking again, squirting out small amounts of fluid. My stomach felt like I was starving, as if I hadn’t eaten in days. The desire to get fucked was so strong.

“Y-yes, alright! I’ll have your kids just fuck me!”

“You hesitated. Maybe I’ll just leave you here until tomorrow night, let you reconsider,” Shining said. He turned around, letting me catch a good glimpse of his balls as he walked away.

“No! Fuck me, I swear I’ll have all your kids and nurse them! I’ll never disobey you!” I bit my lip, aware of my words yet unable to resist uttering them.

Shining smiled to Cadance, then turned to face me. “Well then, lay on your bed with your hind legs on the floor.”

His command soothed the burning in my loins for a moment, allowing me to think clearly. It was almost like my brain was programmed to reward good behavior, except ‘good behavior’ was ‘getting fucked by a stallion’. As I sat there and pondered this, the itching began to intensify again, and my thoughts got cloudy.

I crawled towards the bed and started to pull myself up onto it. My body was on auto-pilot, despite my brain still mulling over what was going on. It proved too hard to resist, and I gave in, taking a hoof-full of blanket and pulling myself all the way into place.

“Good, Scarlet.” Shining stepped up behind me and rubbed his hooves along my flanks.

“But my name isn’t Scarlet, it’s So—”

“You’re name is what I tell you it is!” He slapped a hoof across my flank, the stinging pain causing me to choke back tears. “Show some gratitude.”

“Yes sir,” I said. I wanted to retract my statement, to yell at him, but I gasped loudly and nearly jumped off the bed when I felt a large warm object bump into my backside. As I calmed down, the yearning inside me started to subside as I realized it was just his dick, searching for entry.

“You’ll wear this, can’t have you screaming too loudly.”

“Wear wh—mmph!” Shining used his magic to pull a rubber bit into my mouth and strap it onto my head. It pinned my tongue down and left me unable to do more than grunt and moan. Drool began to fall from my tongue onto the bedsheets.

I tried to push away and take the gag out, but his forelegs pinned me to the bed. He seemed so large and heavy, and I wasn’t use to having this weaker and smaller body. I squirmed around, clenching the muscles in my ass to deny him access. Even this one small act of defiance triggered another wave of hunger and burning to pass through my groin.

Finally I yielded, slumping onto the bed and allowing his cock to push forward against my folds. I felt the wide head of his cock pass inside of me. Pressure built as he pushed in, and before I could figure out why I felt something tear and screamed in pain. Now I know why he gagged me, he had just taken my virginity! I had never imagined it hurt like that for a woman when I’d had sex as a man.

Shining nipped at my neck, slowly going up the back until he was nipping my ears. I began to wave my ears around playfully, and he continued to hunt them down and nibble on them. His distractions helped me ignore the pain in my aching pussy as he slid further in, expanding my love canal.

After another minute, I felt his hips slap against mine. My muscles clenched down on his shaft. For the first time since he had cast his spell on me, I was no longer itching or burning, I was no longer suffering. I finally felt happy and at peace, in fact, all my senses seemed heightened and I was really enjoying this.

I began whimpering and whining as he pulled out of me. I felt so empty, and in those few seconds I began to itch to have him inside me. I pushed my hips backward, but only managed to get a few inches of him in.

“Good mare,” he whispered in my ear. “And good mares get rewarded.”

His fore legs hooked over my shoulders as he slid back in slowly. The pleasure he brought me by the simple act of filling me was more than I’d ever known as a man. He began a steady rhythm of pulling out and pushing back in.

I buried my face in the blanket to muffle my loud moaning, and grasped at the sheets with my forelegs as best as I was able. While I anchored myself on the bed, I found myself rocking my hips against his. When he thrust, I’d shove back until I felt his balls slap against my legs or belly. When he pulled back, I’d lean forward to make sure the next thrust lasted as long as possible.

As he sped up I found it harder and harder to think rationally. The burning fire, the yearning, had turned to a warm pleasure. Euphoria spread throughout my body as my brain rewarded my ‘good’ behavior. I forgot all about college and focused on the feel of his large shaft and the small bumps from each of the veins on his cock.

He sped up and I matched his pace, feeling something change inside me. The sensations were overwhelming me, pushing me towards the edge of my first female orgasm. My muscles were aching from my attempts to drive his cock deeper and deeper.

I felt the head of his dick expanding and I felt it, deep in my womb. As the pressure increased I lost control, tensing up all my muscles and screaming through the gag into my bedsheets. My whole body was on fire and I was trembling, and my virgin canal had tightened down around his shaft so hard he could barely pull back.

I felt his teeth bite into my neck, taking a large mouthful of hair, and yanking it back. He placed a few more thrusts down the tight shaft before bottoming out against my cervix and holding himself there, pushing himself against me.

My body was still quaking in delight when I felt bulges traveling down his cock, and a warm fluid began to fill my uterus. His dick had trapped his sperm in with nowhere else to go, and I felt my stomach expanding as if I had eaten a large thanksgiving dinner.

I was so lost in the pleasure that I couldn’t tell how long it’d taken him to finish. When he did pull out, I felt a torrent of his sperm start dripping out onto the floor. My burning desire had been sated for now and I wanted to curl up for a nap and wait for his babies to implant themselves inside me.

“Again,” Cadance ordered.

Shining smiled, pulling me off the bed by my tail. He removed the rubber bit from my mouth, allowing me to speak. “You did well, now you have the privilege of finishing off the rest of my cum.”

“But I’m sleepy,” I whined. I looked at his still rigid cock and felt my stomach grumbling. The familiar itch his musky odor seemed to cause became more noticeable. Already, I could feel my body struggling against his spell, fighting the horny urges to obey his every desire.

“Come on, I can hear how hungry you are.” He grabbed my head and slowly lowered it onto the head of his cock.

“Okmmph!” I felt his head enter my mouth and tasty the mixture of salt and something half-way between sweet and sour. I realized I was tasting myself as much as him. His large stallionhood seemed far too large for me to work with.

“Shh, let me help you out this time,” Shining said. He pushed my head down, and I pushed back. I was fighting the urge to gag until I felt the tingling of his magic.

My throat seemed to relax and go numb, and I felt the large head of his cock push back against it. I was forced to straighten out my neck and lift my chin as he used slow thrusts to edge further into my throat.

I noticed it was getting hard to breathe, and that I could only inhale inbetween thrusts. My mind had already wandered off, eager to please him and fill my rumbling tummy. I slid down his cock, trying to get it all the way inside. The stretching of my throat was uncomfortable, but I could hear Shining moaning and knew he was enjoying it.

With my forelegs, I grabbed his flanks and pulled myself further down. Just a few more inches and I’d be at the base of his shaft. I could feel every inch of his cock against my tight, moist throat. I reached the bottom of his shaft, cheering mentally, and started to fondle his balls in my hooves.

After a moment my lungs started to burn and I backed up, letting him slide out until I gulped in some air and started thrusting his length inside me again. His hooves were still holding onto my hair like handlebars, guiding me up and down, but I was moving of my own free will. My pussy was winking, my insides burning as I became aroused from his dick in my throat.

Cadance moaned, and I was able to catch a glimpse of her. Her horn was glowing brightly and the large toy in her marehood seemed to be vibrating. After watching her in awe for a few minutes, I saw her levitate the toy out. She glanced at me and winked, before putting the toy away and taking out another.

Shining pulled my head up and pushed it back down. Remembering what I was supposed to be doing, I resumed my tempo. Once he relaxed, I sped up to hurry him towards his climax.

Shining let go and braced his forelegs against the floor as he approached his limit. I smiled, drawing him out to the tip and taking a deep breath. I then slammed my head down, taking his cock to the hilt with my throat. I grabbed his balls to give them a squeeze, feeling his muscles contract as he came.

The loads of semen pulsed down my throat towards my stomach, and I did my best to suck on the base of his shaft and tease his balls. This time I was aware enough to count, realizing after the twelfth load he should be done by now. My stomach was starting to protest as he pumped an unnatural amount of his seed into my belly, but I held my position on his shaft.

I was enjoying his muscular cock so much that I had a small orgasm as my body milked every ounce of his sperm. Finally, Shining pushed me up off his shaft. I sucked on the head of his cock and was rewarded with a little more of his creamy seed. My earlier exhaustion hit me again and I slumped onto the floor, curling up into a little ball to go asleep.

“Excellent work, Scarlet,” Cadance said. “You can take a nap too if you like, darling. We’ll take her back to Equestria with us in the morning.”

Author's Note

Requested by Seven Fates. Perhaps his OC got off easy, or perhaps he missed out... look what happens if he hadn't swapped places with Lyra.

p.s. I guess Hiatus is over.