Champions of Mareth: Soarin' Side Story!

by Zephyr

...First break...

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Feeling returns into my body. Slowly I sit up and take off the helmet. My eyes adjust to the much dimmer lighting of my room rather quickly, which I’m thankful for. The numb feeling of my limbs disappear as the seconds tick away on the clock, that hangs on the wall. I look at it and read off the time.

“Well. Almost three hours passed. And it’s the evening already.” My voice is different, a higher pitched female’s voice… as I expected it to be. Looking down on my body the first thing I see is the couple of lush breasts. “Oh… I’m gonna lick ya!” I exclaim and reach up to my right fun-pillow. Its size lets me take the nipple in my mouth, which I immediately do, licking the sensitive nub of flesh vigorously. The familiar feeling of hotness in my groin shows up.
Reaching down with my free hand I feel out my vag (finding a tiny patch of pubic hair, shaped as my sign) and once I found it, I begin to rub my clit. This combined stimulation very quickly takes over all of my thoughts and movements.

I can feel my hand tire out, so I switch to the other… as well as switching to lick and nibble on my other nipple! This feels better than anything I felt before, I can’t understand why girls are not doing this all the time…

After a quickly passing minute, I can feel my orgasm coming, my first real life orgasm in this new body... and it overwhelms my mind.

“Oh Celestia~!” I cry out in pleasure and feel the inner muscles of my virgin pussy clamping down on a phantom dick. I wish there was one there… wait, I shouldn’t think this. Unless…

“Where is my phone?...”
I lazily look around in my darkening room, my orgasm is still going. I can’t think straight….
“Gahh…” I rub my little nub of pleasure once more, lick my left nipple for a last time, then let my boob go, laying back in the bed. “Okay… okay… calm yourself, Soarin’...”

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After riding out my orgasm and relaxing for a few minutes, I sit up and leave my bed. I left a wet spot on the bedsheet, making myself blush a bit… I think I should expect this a lot.
Turning my mind towards the task, I go on a search for my phone

I find the little device some time later, somehow it managed to fight itself in the trashcan next to my desk. How? No idea.
I hit up Fleetfoot’s number and send her a text.

Fleetfoot, I played this Champions of Mareth! You should come here and check my progress!

Sending the text I sit down in my comfortable armchair in the living room and try to relax… realizing that I am very much naked and smell of sex.

“I should shower down…. and grab some food too.”
So I do exactly right that, getting out of my comfy chair.

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The steaming hot water runs down my curvy body deliberately, I enjoy it a lot.
Being female seems to have its perks, I’m speaking about having a much more sensitive body. In this current situation that meant I became horny again and began to masturbate under the shower, pushing my fingers past my folds, probing my love tunnel for the first time.

“This feels so strange…” I mutter to myself… and continue fingering my pussy with the experience of… well, a man who turned into a woman a few hours ago.
That lasts until I hear my phone ringing.
“Gosh darn it…. I can’t leave now… but I have to pick it up…. they will call again if it’s that important.” With this in mind I finish showering quickly.

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Drying myself with a towel was never this sensual. I can’t believe how much it affects my mind to have such a sensitive body. Forcing myself to finish drying myself quickly, I double the speed.

In a minute I’m putting on my clothes… and not surprisingly they are not fitting.
Not fitting as they are big, so I put on an extra large looking shirt and socks of the matching Wonderbolt blue color.

“Now let’s see the phone…” I say to myself and pick up the little device. It seems it was Fleetfoot calling and she left a message too.

You didn’t pick up your phone, I’m on my way to your house, I’ll arrive with a flying cab.

“That takes like… quarter an hour, which means, based on the time she sent this…”

*Ding-dong*

She’s right here.

I run to a mirror, take a look at myself… I look sexy…. uh, check if anything can be seen (fortunately, no) then go to the door. I can see a lone figure standing there, the darkened window on the door lets through enough light to let me see the figure.

Opening the door, I look at my visitor.
In front of me stands a lean man with white hair, wearing the Wonderbolt off-duty outfit.
He takes a good look at me, leaves his eyes on my tits for a few more seconds than comfortable, then asks.

“Soarin’?.. Is that… you?” He asks, confusedly.

“Yepp. I know how to turn it back, though. Nice to see how you turned out, Fleetfoot.”
I make him cringe. Now I can’t help but smile.

“How did you...?” He asked, still in disbelief.

“I read the instructions, looked up the wiki. You really thought I’m some lazy dude, huh?” I answer his question and invite him in.

“I uh… yes…” He says, making his way to the living room, kicking off his… flipflops?... Yes, I imagine why he wore those.

“Too bad. And now you are a guy!” I say and sit down in my comfortable armchair.

“And you are a girl… with… huge tits…” He says, sitting down on the couch in front of me.

“Yes, it was intentional. I know how to change it back, as I said.” His face lights up a little. “I can make you change back too, don’t worry.” I let out a small chuckle, that look on his face is priceless. “So, how’s your new body working? Did you have your first erection?”

He nods, looking down at his groin.
“Yeah…. I… actually have one right now. You are… not wearing pants…”

Wait. I forgot about this. I can feel my cheeks burning, I quickly close my legs.
“Well… we were both of the opposite gender… I think we can handle this like professionals…. no?” I ask him, receiving a weak nod from him.

A grand total of five seconds pass and both of us jump up from our seats, connecting ourselves in a highly heated kiss and tight hug which turns into a passionate feeling up of the other’s body.

“Bedroom’s on the left?” Fleetfoot asks hastily.

“Mhm! Pick me up!” I answer. My frame is smaller than his, this is an obvious change and makes this whole event ever so special.

Reaching behind my legs and back, he picks me up and brings me into my bedroom, setting me down on my bed. He also notices the wet spot on the sheet.

“Is that?...” He asks but I can tell that he is not interested in the answer.

“Forget that and take a look at these ‘little’ beauties…” I tell him, lifting up my shirt once I get into a sitting position. His trying of taking off his clothes are stopped as he stares my boobies with the hunger of a starved wolf in his eyes.

“Soarin’... just for the record… I knew that you were interested in me for a good while…. so… we should go on a date or.. something…”

“Oh you doofus!” I grab him by his shirt and pull him on myself. With an ‘oof’ he lands atop me, my plush tits breaking his fall.

“I never thought something like this would ever happen.” Fleetfoot says, blushing.

“So let’s be professionals about it. This never happened and we can only have a relationship off duty. They will fire both of us if they get to know.” I tell him and reach down into his still present boxers. My fingers immediately touch out the erection he sports. But something is off about it…
“Did… did you accidentally use a transformer item?”

He nods shakily. “I was thirsty… found a bottle…. it was called Equinum…” He explains and I can set my eyes on his animalistic shaft. It is at least 12 inches long and about 1.5-2 inches thick. Its color however, surprises me: it is of a shiny black hue, ebony, maybe? I am surprised because the standard game would give it some mottled pattern.

“Wow. I don’t know if I can take this.” I tell him bluntly. “But I will try.” He nods eagerly, obviously having trouble with holding in his excitement. “Wait. Two things. First, we are doing this because both of us were attracted to the other and curious about how the ‘other side’ feels. Second, grab a condom from the nightstand.” I tell him.

My nightstand is a simple oaken one with two drawers. The upper one has some junk food I used to eat while watching movie series in my bed, the lower one has lube, condoms, tissue, magazines: the perfect home entertainment station.

Fleetfoot quickly gets off of me, maybe a little too quickly. He searches through the nightstand and finds the condoms. “Should I put one on right now?..” He asks in an almost shy tone.

“Yes, why do you ask… oh, you want to…. I see. C’mere.” Of course, he wants to be on the other side of the oral pleasures. This should be gay. But I’m a woman now, so it is not. Praise the loopholes!

His face instantly lights up with an eager joy and a moment later I find myself facing his fully erect… stallionhood? That seems to be the fitting word.

I look up into his eyes as I take a comfortable position, sitting on the edge of the bed.
“If you ever tell about this to anyone…. I will visit you at night. And I won’t be a busty babe.”
Well… this wasn’t as effective as I expected… his smile became a near creepy grin.

Not wasting time, I begin to caress his pulsating shaft, stick out my tongue and circle it around the tip. He tastes strange… but not bad. Opening my mouth I take in a small part of the dick, testing how my gag-reflex reacts to an object slowly being pushed down towards my throat.

“S-Soarin’...hurry up… please!” Fleetfoot asks desperately.
I know I shouldn’t tease him, so with a big breath, I begin to push his cock deeper inside my mouth.

My gag-reflex seems to be on vacation: a few seconds after I began I can feel the tip of his cock pushing against the back of my throat.
“Mmhpfh mhm-mm-mhm-hmm!” I try to say, it was supposed to be ‘It’s interesting!’ but of course, I can’t talk with a horse-cock in my mouth.

This thought quickly flashes through my mind and I ignore it completely.
Moving my gaze from staring Fleetfoot’s groin, I search for his eyes. His head is thrown back, eyes closed. Obviously, he enjoys himself.

Not the one to ruin his fun, I begin to release his dick… only to push it back in my mouth, with this beginning my first ever blow job which I gave to someone. He lets out a pleasured moan, I’m doing it right. Changing my position (sliding up on the bed and leaning forward) I try to let more of his pulsating shaft into my mouth and throat and it seems to work! His cock slides deeper in, until there is no more left. I can’t really breath but at least he is satisfied, which I’m happy about.

My moment of joy quickly passes as I feel his hands on the back of my head.
I want to ask him what he’s planning to do, but I already know. It would be the very same thing I would do.

He pulls out until his medial ring is out of my mouth (which went in rather easily, it’s much smoother than I expected), then thrusts back in. I expected him to do that but still, it makes me cringe a bit. I close my eyes tight, bracing myself for the face-fuck Fleetfoot is about to give me. Oh joy.

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*Slap! Slap! Slap! Slap! Slap!*

The sound fills my room, my whole house, my saliva is running, my jaw aches, my tongue is numb, my throat is sore and he is still going! He draw back his cock a few times by now, letting me breath, but only for a few moments.

I can’t imagine what makes him so wild. And how’s that he hasn’t cum yet!
Waaaaiiit a minute.

Fleetfoot’s thrusts quicken in pace, his ballsack slaps against my chin. He didn’t let me breath in a while and I start to see black circles as my vision is fading. He is getting close, I can tell that now.

He goes even faster, grunting and moaning in pleasure, I can even taste the saltiness of his pre!
However, the promise of my salvation is not replacing the lack of oxygen in my brain. Inching towards the unconsciousness I try to protest, moaning and weakly trying to push him away. But no use, he will not stop now…

‘I will literally choke on his dick.’ I think sluggishly. ‘Nice first time, fantastic...’ Thoughts start to drip out of my mind. ‘Guess this is my punishment for acting like a lazy jerk… or something… like that...’ Keeping my unfocused eyes open is getting harder and harder. ‘Even if I… I’m not suffocating…. I will.. choke… on his cum...’ Are my last thoughts before reality slips away from me…

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*Gaaaasp!*

I’m alive! I can feel my limbs! I can taste something salty and gooey in my mouth, sliding down my throat… but I’m alive! I open my eyes and try to focus them. The first thing I see is Fleetfoot, leaning above me, wearing a desperate expression.

“I’m sorry Soarin’, I didn’t want to make you almost die, I didn’t realize that you were not getting air, I’m sorry, I’m so-so sorry!...” He cries out and hugs me suddenly.

“It’s… okay… Fleetfoot.” I respond slowly, stopping to cough and to breath heavily. “You couldn’t know.” I say and hug him back, even patting his back. He seems to easen up a little. “We all make mistakes. So… let’s wait a minute till I catch my breath…. then continue with the original plan… shall we?”

He leans back, looking in my (finally properly working and focused) eyes. His expression mirrors surprise and shock, hinted with arousal.
“You mean... you are not mad at me?” He asks, blinking in his confusion.

“Yeah. I know how things can… get out of hand, so, everything’s fine.” I answer and wipe my mouth. His seed is all around my mouth…
Since I don’t want to get my bedsheets even more dirty, I decide to lick my wiping hand clean. Salty and gooey. But I’m okay with it. By the poking I feel above my thighs, I can assume that Fleetfoot thinks the same.

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After the little breather I show Fleetfoot how to apply a condom on his dick. Thankfully it fits him, I care about quality, so my condoms are magically enchanted to maximum protection and pleasure. Their price tells this as well.

For a few seconds he tries to wiggle around, getting accustomed to this new feeling. But then he settles and takes a questioning look at me, right in the moment when I roll on my bed and spread out my legs, taking the good ol’ fashioned missionary pose.
“Are you going to oogle at me now or do something else instead?” I ask him with a tinge of impatience in my voice.

He blinks, then nods. “Y-yeah, it’s just that… I just never thought that… uhm… I would fuck a girl… and be this turned on because of it…” He explains as his face grows red.

“Oh come on! Don’t be like that.” I say, waving with my right hand. “Hm, you know what? You’ll not just fuck a girl but also take her virginity! Beat that!” I exclaim and grin. Why am I so happy about this. My emotions collide, thoughts shatter. Screw that, I’m going to fuck him.

He climbs up on my bed, positioning himself above me. I can see on his face that he decided that thinking about this topic makes no good.
“Wait. Fleetfoot, I’m a virgin, so you’ll have to be extra careful. Got it?” I ask him.

“Yeah… I know how it feels when… that.” He responds and reaches down to line up his rock hard and twitching stallion cock to my pussy. He got hard when I told him about my idea of continuing, obviously.

“So… there it goes, huh?” I ask, chuckling weakly. It scares me a bit to know that he will take me… but hey, I wanted this in the first place. No chickening out now.
He nods a few times and lamely pushes forward but can’t find his way into my folds, instead he slides off. “Guess this won’t be that easy…. oh hold on, I know. Quick, switch place with me!” I tell him and roll to the side.

Hastily he complies, a moment later he is on his back, his erection standing upright like a flagpole. I climb atop him and sit down on his belly, his cock brush against my squeezable butt-cheeks. “This time I expect you to be very careful.” I tell him and gently caress his right cheek.

“Yes Ma’am!” He responds and even gives me a mock salute. I can’t help but giggle on his antics. But we are here for the action. Pushing myself up with my legs, I position myself above his proudly standing cock, lining it up with the opening of my baby-maker.

“Ready?...” I ask nervously, holding down his hips to avoid accidents.
Fleetfoot nods, staring at his man… stallionhood, waiting for my pussy to envelop it with its wet tightness. Did I say how wet I became in the past minutes?...

Not wasting time anymore, I slowly inch myself down.
I can feel my netherlips part as his relatively massive member pushes inside. My inner muscle clench and relax as I force control over myself. Descending further, I feel his tip penetrating my virgin hole, quickly getting drenched in my pussy-juices. I would look up at Fleetfoot to see his reaction but right at this moment I can’t split my attention.

The head of his cock pops into my twitching twat, making me moan. However I’m not stopping, no, I wouldn’t even if I could. My own weight drags me down as the muscles in my legs give in. So I slow the process slightly to enjoy this (still relatively) big insertion. His dick pushes in deeper and deeper until suddenly there is no more room! Before I can ask a question however, Fleetfoot thrusts up.

“Gaah! Fleetfoot what the heck did you just do, this hurts like hell!” I cry out… and realize. “Gnah… oh, so this was…. this was my hymen…. I see.” I mutter and try to be still.
Fleetfoot just nods, wearing an expression that says: ‘Yepp, suck it up!’
For about 12 seconds I remain still… then continue my slow way down. It hurts now and I can see some blood trickling out of my pussy but it’s not that bad.

As it seems my partner got bored of waiting. he tries to move his hips but I pin him down.
“No. Be happy with yourself as you are.” I tell him, making him let out a disappointed grunt and in the same time, still. A few moments later I reach his medial ring. “Uh oh…”

“Huh? What is it this time?..” He asks, looking down and spotting the origin of my newest problem. “Oh, just that… thing. Let me help.”

Before I can protest he thrusts up AGAIN! I cry out in pain once more and hear the little plopping sound as my pussy stretches a little more to accommodate the intruding shaft.
“Oh, you sonova!” I hiss at him. I wish I did not.

Fleetfoot grabs my hips (until now his hands were beside him, doing nothing) and forcefully push me down until he bottoms me out! I can’t describe the feeling of suddenly being so full and stretched. To my genuine surprise, I feel pleasure as well. But it can’t overweight the pain he caused. After yet another cry of pain and with tears in my eyes I look into his eyes.

“Why did you do that?..” I wipe said tears away, only making my vision blurry. “What gotten into you, Fleetfoot?” I ask him. his expression swiftly changes into an apologetic sorrow and guilt.

“I… I just couldn’t wait, I’m... I’m sorry!” He answers, frowning deeply.
Taking a big breath I wipe my eyes again.

“Okay… I understand… but… please, promise me to be less… violent!” I practically beg him. Did I sink this far?...
I guess so. Being female makes you all emotional and stuff...

“I promise.” He simply says but I can hear in his voice that he means it.
With this problem solved, I take a big breath and calm myself. He won’t hurt me again, so all I have to do is to begin moving.

Slowly I rise up, Fleetfoot’s shaft slides out of my vag until only the head remains there. I wait for a few moments there, then descend back down. The feeling is less painful and more pleasurable, but still uncomfortable. Repeating the process I can feel a pace forming. It is quite slow, obviously, but a pace nevertheless.

Fleetfoot on the other hand seems to enjoy himself quite a lot. True, he would rut me into oblivion, but he was always a kind and understanding gal, actually caring for others.
So he holds still as I quicken the pace.

In about a minute I’m getting used to the stretching of his cock inside me, it also became pleasurable a few cycles before. I can feel my pussy-juices welling up, giving extra lubrication to the condom’s already lubricated and magically enchanted surface. Soon enough it moves near-frictionlessly, giving me only pleasure.

Oh, I have been waiting for this moment. The pace speeds up, I can feel my tits swinging back and forth as I quickly piston myself onto him, up and down, up and down.
Only now I notice the quiet moaning Fleetfoot unintentionally makes: his eyes are rolled up and I can see a thin line of saliva drooling out of the ends of his mouth. Oh, typical male.

Wait, what?

I shun myself for thinking such thing. Why would I even...?
Nevermind it, this current situation is much more impor… tant…
“Hnah-hah! I’m… I think I’m getting close!” I cry out. Fleetfoot just idly nods… then all of a sudden, he looks at me.

“Don’t mind me if I…” He says and grabs both of my tits. This would be a thing, but he leans forward, holds together the nipples and licks them!

“Hnaaaaaaa~aaah!” I moan loudly. I feel the very familiar feeling of an orgasm taking place, but it’s so different…
My inner muscles contracts around Fleetfoot’s member but I’m not stopping to move! My movement is milking his cock for all of its seed which it can’t give, thankfully, and in the same time, it makes him cry out in pleasure as well. He triggered my orgasm and I make him cum too!

He continues to lick my nipples with such vigor, I just simply can’t handle it. Letting myself fall forward, he takes my weight on him, keeping me up - and continues to lick my nipples!...
Moaning like a whore I ride out my orgasm, gyrating my hips against him, his cock balls deep inside.

Even he can’t take it anymore and cums, filling up the condom while moaning into my tits. (Which he proceeded to wrap around his head. It feels strange but hey, I’m a woman now!)

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About five minutes passed. We lay still, I’m still atop him, he’s still inside me, though his member is soft now. We say nothing, the mutual silence is telling: both of us had their most unusual and satisfying orgasms. With this whole thing done, I begin to think (once my mind is clear enough to do so, of course).

‘So… basically… Fleetfoot made me buy this game. She transformed herself into a he and grew a horsecock. He came over and we fucked. He tells me that he knows how I’m attracted towards him. So once we are back to normal, we will start secretly dating. Hm. Not bad.’

I notice Fleetfoot stirring under me.
“Hm? Do you wanna go somewhere?” I ask him and receive a nod.

“Yes… where is the bathroom?” He asks.

I let him slip out of me and push myself up, then get off of him.
“Just follow me.” I say and head towards the bathroom.
He gets off the bed in a few seconds and does as asked, but not without grabbing my ass once he reaches me.

“See, this is why I like to stare at your ass.” I tell him and chuckle.

“Yeah. Totally makes sense now… I mean, now I can understand so many things about you guys… it blows my mind.” He explains, shaking his head slightly.

“Oh you have no idea.”

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In the bathroom we shared a few awkward moments of teaching each other what to do with our new bodies. Actually, it was mostly me telling Fleetfoot how to use the toilet… strange experience.

Once done and clean of the fluids, we dressed (this time I put on some proper attire) and decided to chat for a little more in the living room.

“So, I can just push three buttons and change my body back, correct?” Fleetfoot asks and I nod.

“Yes. The NGear is made with special magical enchantments, this function is for the user’s safety. It should work with no problem.” I explain and tap on the helmet’s side with a finger.

“Alright… can you turn me back into my real form? It’s fun being a guy, but… I’m kinda used to be a girl.” He asks me and I can’t help but smile. Fleetfoot acts so adorable when embarrassed, it warms my heart.

“Sure. Just put this on and get comfortable on the couch.” I instruct, he obeys.
When he is lying on his back, helmet on, I start up the cleansing process… and in front of my eyes his body changes back to her: shorter by an inch than my current body, thin with muscles visible, sporting C-cups. Her cloudy-white hair, outlined with cyan is strangely fitting on her; her purple eyes become visible once she takes off the helmet.

“Gosh, that was weird!” She exclaims relievedly. “Anyway. Soarin’... thank you. For everything.”
Before I could do anything, she darts up and kisses me deeply, even using her tongue.
It only lasts for a few passing second - seconds of bliss.

“Whoah…. uhm… it’s… it’s what friends are for… or.. no, we are more than that now… uhm..” I blabber. As usual.

“Silly girl.” She says and kisses me again, this time for much longer.

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Fleetfoot left me. We kissed for a good fifteen minutes, then accepted on continuing this tomorrow, in the terms of a proper date. Now I sit in my room, alone. I feel more happy than I was ever before, I mean, I just got a hot girlfriend and we had a twisted kind of sex already!

I’m content, to say the least.
The only thing I have to do now is get a good night’s rest, then continue playing this sick game.

I can’t wait!


Author's Note

Here it is, the chapter that's about real life stuff.
Hope you enjoy it!

-Zeph

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