Pearl walked slowly through the streets of Canterlot. The sun was setting behind the mountain's shoulder in a blaze of celestial glory, but she didn't look up at it. Her eyes rested on her silver front hooves, seeing only the cobblestones passing beneath them. Her footsteps were heavy, dejected. Her charcoal gray mane, normally done up in a stylish bun, hung loose, rumpled and disarrayed as though she hadn't brushed it in days. The wayward strands of it almost hid her silver horn. She glanced up every so often, but only to choose her course. As she drew nearer her destination, her steps picked up just a little bit. She was looking forward to a relaxing spa treatment. It wouldn't cure the bleakness that had devoured her life, but it would at least help her feel a little better, she was sure. Eventually she arrived at a door with a reddish lantern burning beside it. She'd never been here before, but this seemed to be the place.

She swung open the door and stepped into the opulent reception room. It was much nicer than she had expected, and in a very different style. She'd never seen a massage parlor that had a fireplace before.

"Welcome to Ember's," said the stallion behind the reception desk warmly. Pearl walked over to him, not quite managing to return his smile. She took the gift certificate her friend had bought her and held it out to him. "I'm here for the spa package."

He took the slip of paper from her and smiled. "Of course. Through the door, there." As Pearl stepped towards the door, he added, "Do not be alarmed by anything you see here. This is a safe place, I promise."

Pearl knew something was not quite right about that statement, but she didn't have the mental energy to summon more than a vague sense of confusion over it. She simply walked through the door, into the room beyond. She'd expected that to be the spa itself, but instead she found herself in what seemed to be some kind of parlor or sitting room. Then she gasped, shocked out of her depressive stupor. There was an enormous changeling sitting in the middle of the room.

"Welcome," the creature said. "I am Ember."

"I... I..."

"Do not fear. You are safe here."

Pearl remembered what the stallion had said, and suddenly understood why he'd said it, even if she didn't understand what was going on. "This isn't a spa."

The changeling chuckled. "It is, actually. Among other things."

"What other things?"

The changeling smiled. "I believe the current euphemism in common use is 'pleasure house.'"

"Oh." Pearl flushed, feeling suddenly horribly embarrassed. "But the stallion at the desk took my spa gift certificate."

"Yes. Payment in bits isn't really all that important to me. My real payment is the satisfaction of my clients. I require it to live, in fact."

Pearl remembered that changelings ate emotions somehow. It made a bizarre kind of sense, once she considered it, to find one working in a whorehouse. "I'm sorry. I don't know how I got confused enough to come here instead of to the spa. I'll go."

"Please, stay," said the changeling. "It is also a spa, and I can give you quite a thorough treatment. I won't do anything further unless you want me to."

Pearl hesitated. The changeling's smile seemed so earnest and sincere.

"If you find me intimidating, I can easily be a pony for you." Green magic ran over her, and when it was done a blue earth pony mare stood there. The smile was the same, but it was a bit less intimidating without the fangs. "Please, will you stay?"

Pearl almost walked out. Normally she would never have stayed in a place like this. Her husband's reputation would be destroyed. But then he wasn't her husband any more, was he? So why not? "Well... all right."

"Thank you!" The changeling's smile grew wider. What was her name? She'd given Pearl a name, but now Pearl couldn't remember it. "Follow me," said the changeling, turning and walking towards the back of the room.

"I'm Pearl," said Pearl as she walked after the changeling. "What was your name again? I'm afraid I wasn't listening when I first came in."

"Ember," said the changeling over her shoulder.

"It's nice to meet you, Ember," said Pearl, the pleasantry coming automatically to her lips. She'd spent so much time mingling with Canterlot society. Those days were over now.

Ember led her into a spacious white-tiled room, with tasteful teal accents. They were the same color as the accents Ember herself had born before changing, Pearl noticed. A large tub stood in one corner of the well stocked spa. This was more like what Pearl had been expecting. "If you'll seat yourself, I'll begin filling the bath for your soak. Do you have a preferred fragrance? If not, I can pick out something soothing."

"Whatever you like is fine," said Pearl, sitting with a sigh. She watched Ember bustling back and forth across the room, testing the temperature of the bath and pouring in things from various jars and battles from a rack on one wall. Eventually the changeling gave a satisfied nod.

"There, it's ready. Climb in, please."

Pearl carefully climbed in, glad of the steps that led up to the lip of the tub. She wasn't as young as she'd once been. The water was just shy of being too hot. She sighed with bliss as she lowered herself up to her neck in the fragrant bath. That was wonderful.

Ember laid out a towel beside the bath. "There you are. Would you prefer I left you alone while you soaked, or shall I stay and chat? I do enjoy getting to know my clients."

Pearl hesitated. She had to admit she was a bit curious about the changeling, though. "You can stay if you like."

"Thank you." Ember sat down on a chair beside the tub. She leaned against it, smiling at Ember like she was an old friend. "So, tell me a little about yourself. You seem to be a bit down right now. What's troubling you?"

Pearl closed her eyes, leaning against the tub's sloped back and submerging everything but her face. "Divorce, in a word," she said. "My husband... left me, not long ago."

"Ah. I'm sorry to hear that."

"Some days I am too. Other days I'm glad to be rid of him. I sometimes think our marriage was a mistake. It was a marriage of convenience, I think. There was no love there. Not really."

"Well, then you can be glad of the chance to find someone better this time."

"Ha." Pearl snorted. "As if. No stallion would look twice at an old nag like me."

"Nonsense. I can tell you that the stallion at the desk looked twice at you. I did too, if I'm being honest. You have a wonderful coat color, it's amazingly elegant. And the figure under it isn't bad either."

Pearl found herself sitting up a bit so she could turn and look at Ember, to make sure she wasn't joking. But though she was smiling broadly, it wasn't a mocking smile. "You're just saying that," she said.

"I assure you, it's quite true." Ember gave her a rather broad wink. "If you should desire my other services, I would be more than delighted to provide them, even without any payment."

"Oh my." Pearl blushed brightly and sank back into the water, considering sinking under it entirely to hide her flaming cheeks.

Ember giggled. "Also, you have an adorable blush."

"Oh my," said Pearl again. This time she did sink entirely under the water, having no other idea how to escape the unaccustomed, embarrassing compliments. When she surfaced again Ember had looked away from her, though the changeling still had an amused smile on her face.

Wanting to change the subject, Pearl said, "What about you? I know a few changelings live in Canterlot, since the treaty with them, but you don't look like any other changeling I've seen."

"That's because I'm a queen."

Pearl frowned, trying to remember. "I thought I read that the Canterlot queen lives south of here, in a big hive out in the badlands?"

"She does, yes. I have no hive, there is only me. Queen Sweetcake is kind enough to not mind my presence in her territory, since I have no hive of my own to live with."

"Why don't you? Er, if that's not rude of me to ask."

Ember smiled. "It isn't. I am not easily offended. As for why... I don't really care for being a mother. Nor am I terribly fond of being responsible for the lives of others. For those rather large reasons, and for many more lesser ones, I prefer to live without a hive."

"I see." Pearl sighed softly. "I never got to be a mother. I'm still not certain if I'm happy or sad about that. My husband..." She shrugged, and sank back under the water, not knowing what else to say. When she surfaced again to breathe, Ember said nothing, letting a surprisingly comfortable silence stretch out between them.

Eventually Pearl climbed out of the tub, dripping scented water everywhere. Ember picked up the towel and toweled her off briskly. After her initial surprise, Pearl found she quite enjoyed having the other pony rub her mane and coat dry. Though when she toweled her tail off all the way up to the top, Pearl found herself blushing again.

Once she was more or less dry, Ember directed her to a massage table, which Pearl climbed onto without hesitation. Ember immediately began running her hooves over Pearl's coat, lightly at first, then more firmly. Pearl groaned as Ember's hooves found a knot at the base of her spine. The changeling worked at it diligently, pressing deeply, until it began to loosen. "Mmm," mumbled Pearl, her eyes half closed, her body relaxing further.

Soon she was a limp puddle of a pony, utterly and completely relaxed. Ember had worked up from that knot at the base of her spine to her shoulders and neck, finding every little bit of tension along the way. She started to run her hooves back down again, just rubbing gently this time. There were no more knots to find, but it still felt good.

Then, when she reached the base of Pearl's spine, she kept going, running her hooves over Pearl's flanks. Pearl tensed a bit, she hadn't expected that. Still, it did feel good as Ember caressed her pearl necklace cutie mark. Ember's hooves kept rubbing there, as Ember herself leaned over, her body tucked up against Pearl's rump in a way that made Pearl blush, and spoke softly in her ear, "Relaxed now?"

Pearl swallowed. The feeling of Ember pressing against her rump was stirring some rather unfamiliar sensations in her. She felt a faint heat between her legs, and her tail gave a little twitch. "Y-yes," she said.

"Tell me if you want me to stop," said Ember. Then she leaned back, taking her warm weight from Pearl's rump. Her hooves slid down, caressing the outsides of Pearl's thighs. They moved to gently flex one hock, then down to flex her pastern, moving her hoof slowly back and forth. Pearl found she was a little bit tensed again. This was not at all what she'd expected. It was just a thorough massage, though, right?

Ember's hooves moved to her other pastern, and flexed that carefully too. Then up to her hock, moving and massaging the muscles there. Then up her thigh slowly, both hooves still on her leg, so that one was sliding up the inside of her leg.

Pearl swallowed. "S-stop," she stammered.

Instantly Ember removed her hooves.

Pearl took a deep breath, trying to calm herself. "I'm sorry," she said.

"For what? Feeling arousal at a pleasant sensation?" said Ember calmly.

Pearl flushed. "I wasn't feeling, uh..."

Ember chuckled softly. "I can taste it. You still are, a little. I can continue, if you like."

"I haven't... I mean, a proper mare doesn't..."

That prompted a little giggle from Ember. "A proper mare doesn't feel arousal, is that what you're saying? You should know that's silly. Arousal is a normal feeling that nearly all ponies have at one point or another. Including proper mares. Definitely including you."

"But I never.... I mean, even with my husband..."

"What, he never got you going?" Another giggle. "Let me guess. He climbed on, soldiered away for five minutes, finished, and climbed off?"

Pearl flushed. That did come fairly close to describing what she'd endured during her usual wifely duties. "Well..."

"Let me assure you that if that was the case, then he was a terrible lover, as well as being unable to appreciate a beautiful mare."

"I'm not beautiful," said Pearl reflexively.

"You are gorgeous." Ember was suddenly standing in front of her, looking into her eyes. Ember's eyes were bright, leaf green, Pearl noticed. She crouched to put her head at Pearl's eye level. She lifted one hoof and stroked Pearl's cheek. "You make me want to do far more than massage you. If you don't want me to, I won't. But if you do want it, I would love to make love to you, Pearl." She bent in and planted a tiny kiss on the tip of Pearl's muzzle.

Pearl blushed brightly. She didn't know how to respond to that. She was just a fat old nag. Her belly was plump, not flat and taut. Her flanks carried plenty of extra fat on them too. There were rolls. There were wrinkles. Her fur was no longer as sleek as it had once been, it was growing dull and coarse. Ember was young, and beautiful, and a mare on top of that. How could Ember say she wanted her? Nopony had ever wanted her, not even her husband. He'd had desire enough for the younger mare he was with now, but not for her. Not in years. She was too old, and too ugly, for desire.

Ember's eyes looked into hers with a gentle intensity. Her hoof started to caress down from her cheek, stroking softly down the side of her neck. She felt that tingle of heat between her legs again, and laid her ears back, feeling flushed with shame. She shouldn't be feeling that. Proper mares didn't. Proper mares did their duty to see to the needs of their stallions, who felt such things. Mares didn't.

Did they?

Ember moved in and kissed her again, on the lips this time. It was lingering, almost passionate. Pearl hadn't been kissed like that in years. Decades, even. The heat Pearl felt flared higher as Ember's lips moved slowly against her own. She felt Ember's tongue push against her lips. Feeling incredibly daring, she parted her lips for it. Her eyes were half closed, lost in strange sensations. Ember's lips on hers were soft, and her tongue tasted strange, a slightly acidic, alien sort of flavor. Was that because she was a changeling? Because she was another mare? Pearl didn't know. She felt lost, and yet she wasn't afraid. It felt so good.

After what seemed like an eternity, Ember slowly broke off from the kiss. "You are so beautiful," she whispered in Pearl's ear. Pearl could almost believe it. Ember's teeth nipped lightly there, and Pearl gasped. The sensation only added to the heat she felt. It was so wrong, so unnatural, and yet so good, to feel it.

Ember moved back then, and straightened. Pearl looked up at her from where she still lay on the massage table.

"I want you," said Ember softly. "I can be whatever you want me to be, stallion or mare, unicorn or pegasus, whatever you desire. But I want you. Let me please you, Pearl."

"I... I don't know. You can't mean that."

"I do mean it." Ember leaned forward and nuzzled up the length of Pearl's horn. Pearl gasped at that. She'd given her husband the rare horn job when they were younger, but nopony had ever touched hers. Not like that! "Let me show you," whispered Ember. She licked at Pearl's horn, running her tongue slowly up one of the spiral grooves. Pearl shivered. She could feel Ember's tongue massaging her magical energy, sending a warm tingling through her.

Ember closed her lips over the tip of Pearl's horn and swirled her tongue around it. Pearl gasped. It felt like a wave of pure magic had shot from her horn down through her whole body, to that point of heat and desire between her legs. Ember didn't stop there, though, she started to go down, taking Pearl's horn into her mouth.

Pearl moaned, then blushed to hear herself make such a shameless sound. She couldn't help it though. That single jolt had become a steady pulse that ran the length of her entire spine, making her whole body tremble with bliss. It felt amazing. She'd never felt anything like it. By the time Ember had gone down all the way, she was almost incoherent with it. And Ember just stayed there, Pearl's horn in her muzzle, sucking at it, working her tongue along it. Pearl could feel every motion Ember made, for each one sent further jolts of pleasure through her. She was moaning shamelessly now, her body twitching, her hips grinding against the massage table.

Ember pulled back slowly, and Pearl could feel every motion of the changeling mare's lips against her horn as she did. She groaned at the feeling, her tail flicking madly. As Ember started to slide back down again, Pearl let out a gasping cry. That felt even better. Soon Ember had set up a steady rhythm, working up and down slowly on Pearl's horn. Pearl was hardly aware of the fact that Ember was working her horn, all she knew was the pleasure that pulsed through her body. It was building rapidly, and her moans built with it. Finally she cried out as it reached a point where she couldn't bear it any more and cascaded over into a wave of pleasure that shot from her groin up into her horn.

Just as her body jerked with that final spasm—her back arched, her head lifting, her whole body shaking with it—Ember pulled back, letting the fountain of silver sparks that shot from the tip of Pearl's horn splash harmlessly against the ceiling.

As abruptly as she'd gone rigid, Pearl went limp, her head dropping to the massage table, her whole body relaxing completely. She lay there panting, a light sheen of sweat covering her silver coat.

Ember smiled fondly down at her and planted one last kiss on the tip of her horn.

Pearl blinked slowly, her senses gradually returning. A blush colored her cheeks as she remembered what she'd just done. She hadn't done anything that shameless since she'd been very young, and then never with a mare! It was absolutely shocking.

Somehow she couldn't actually bring herself to be shocked, though. It had felt wonderful. She would do it again, if given the chance.

"You see?" said Ember, sounding a little bit smug. "I do want you."

"I... do see, yes," said Pearl, still a little bit dazed and breathless.

"I want to show you more. Come." Ember moved away from the massage table. Pearl almost wanted to just lie there and soak in the afterglow. But she couldn't quite resist the lure of more.

More like that? Yes please!

She staggered a bit as she got to her feet. Her legs felt surprisingly weak, not to mention that her head was still spinning with the delightful aftermath of what Ember had done. Somehow she managed to get her hooves under her enough to follow Ember out of the spa. A second door in the sitting room lead to a bedroom, just as richly appointed and luxurious as the rest of the place. Once they were both inside, Ember turned to her. "What shall I be for you? Unicorn? Pegasus? Stallion? Mare? What do you like?"

Pearl shook her head, hardly knowing how to answer. "I suppose stallion. I was never much into mares. Though you could almost change my mind. But I've always been attracted to stallions."

"Very well." Green fire flashed over her again. When it cleared she was still blue-on-blue, but now she was taller and broader, with a square muzzle and a heavy build. Still an earth pony, still with those same leaf-green eyes, but quite definitely a stallion, and a fairly large and well-built one at that. Pearl looked Ember over and licked her lips. She made an awfully handsome stallion. Or was it he now? Pearl wasn't sure, but even though she knew Ember was really a female, it was impossible for her to look at that ruggedly masculine form and think of anything but "he".

"How is this?" His voice matched his body, deep and a little rough.

"That's... just fine." Pearl licked her lips again.

Ember chuckled. "Oh good," he said as he stepped closer to her. She lifted her head to him, and they kissed. Softly at first, but with rapidly increasing passion. When they broke apart, Pearl was breathing faster, the still-strange sensation of desire rising again in her. She knew what she wanted to do about that, though. Feeling amazingly wanton, she went over to the bed and put her forelegs up on it. She settled herself, folding her forelegs so that her chest rested on the bed, her back hooves still standing on the floor. She flicked her tail, blushing brightly as she looked back over her shoulder at Ember.

He grinned at her. "My, so eager! I like that." He stepped forward and rose to put his front hooves on the bed on either side of her. His body pressed to hers as he leaned forward, but though she could feel his cock, already hard and hot, brushing against her, he did not move to enter her immediately. Instead he began to nip and nuzzle at her ears, his hips rocking slowly, his cock sliding teasingly against her entrance.

She let out a moan of need. She wanted him. He ground against her, his hips tight to hers, and nipped at the back of her neck. She could feel his hot breath against her skin. "I want you," he whispered intensely. "I want to take you. I want to rut you senseless."

Pearl's breath caught. He really meant it. She knew, with every ounce of her body, that he meant it. Knowing that was the most wonderful feeling possible, even better than the magical orgasm she'd experienced mere moments ago. The feeling swept her up, made her heart race even faster.

Feeling wanted, she discovered she wanted him, in a way she'd never wanted a stallion before. She found herself pushing back into him, her body practically begging for him.

"Do you want me?" his rough voice whispered. "Do you?"

"Yes! Oh sweet Celestia, yes! Take me, please!" Pearl responded without thought, and her own brazenness was nearly as exciting as what Ember was doing. She would never have dreamed that she could dare to beg for a stallion to take her like that.

Ember chuckled softly in her ear. "Good," he said. He pulled his hips back, shifting behind her, aligning his cock with her entrance. She felt his tip against her, pushing at her dripping folds. She held her breath, anticipation thrilling through her.

Then he pushed in, his cock slowly sinking into her. She felt it stretching her, filling her, feeling like nothing she'd ever known before. It should have been familiar, her husband had entered her countless times, but the passion that made her tremble turned the sensation into something amazing, something wonderful that wrung a helpless moan from her.

The moan turned to a gasp as Ember ground his hips against hers, his cock pushing so deeply that it bottomed out, a feeling that was a kind of wonderful pain, a thrilling ache deep within her body.

He pulled back, then thrust in again, faster this time. Pearl let out a gasping cry. She had no words to describe how good it felt to be suddenly filled like that.

Again, he pulled back and then thrust into her, and again she cried out. Soon he fell into a steady rhythm, driving deep with each thrust. His forelegs gripped her barrel as he moved, a primal gesture that stirred her passion even further. He nipped and nuzzled at the back of her neck, sometimes tugging at her mane. She shuddered and moaned in time with his motions, her mind past thought, capable only of feeling.

He started moving faster, his breath becoming ragged. He pounded into her, hitting that deep, wonderfully painful spot with each thrust now. His hips bucked almost frantically, and he grunted with each thrust.

He didn't hold back at all, he just took her, as hard as he possibly could, his wild passion fanning the flames of her desire.

Suddenly he bit down on a clump of her mane, his forelegs gripping her even harder, pulling her back onto his cock, which twitched, flaring within her. She cried out, then cried out again as she felt his seed spurt into her, filling her, his body shaking as he came hard within her. The heat and slickness of it inside her felt wonderful, far better than she could have imagined possible.

When it was done, he let go of her mane. His muzzle rested on her shoulder, his breath still coming fast. His grip around her barrel loosened, but he slid one hoof under her, beneath her stomach. He pressed it between her legs, where his cock still rested inside her, stretching her open. His hoof found just the right spot, pushing against the swollen nub of her clit, slicked with her juices and with his own seed that had leaked from her. She let out a startled gasp of pleasure at the touch. That was followed by another gasp as he rubbed swiftly back and forth, and then by an intense shudder as her burning desire built rapidly to a wave of complete bliss that broke over her. Her body tensed, her inner walls spasming around the cock filling her, her mind going blank as pleasure overwhelmed her.

She came back to herself a moment later, lying limply bent over the bed, Ember still atop her and within her. His softening cock slowly pulled free, allowing a sticky mess of fluid to run down the insides of her legs. She did not care one bit. She felt far too good to care about anything at all. The world could have ended just then, and she wouldn't have cared about that either, except perhaps to regret that she wouldn't be able to feel such amazing sensations again.

"Mmm," she said.

"Indeed." Ember's voice was drowsy, blurred with lingering pleasure that echoed what Pearl felt. He nuzzled the back of her neck, then rose, climbing off of her.

Pearl slowly moved back from the bed, staggering a bit as her weight fell on all four hooves again. She'd thought her legs had felt shaky after the horn job, but now she could barely stand at all. Ember stood next to her, and Pearl found herself leaning against his side. "We should get cleaned up," he said.

Pearl blinked, becoming aware of the state she was in. For a moment she was almost embarrassed, then she decided that she still didn't care. "Probably," she said, a blissful, dazed smile still on her face.

Ember chuckled. "Come on." He led the way back to the spa, where a shower provided them both an opportunity to clean off the sweat and mess. Ember nearly started everything again as he playfully helped Pearl wash even her most sensitive areas. She was just a little bit too exhausted to follow up on his teasing, however.

When that was done and they were both dried off, they walked out into the sitting room again. Pearl was perfectly groomed now, with her mane and tail loose and flowing, and her coat shining like polished silver. Yet it was the gleam in her eyes that made her look radiant, not the gleam of her coat.

"Thank you," said Ember.

"Thank me? I'm the one who needs to thank you!"

Ember smiled, and with a flash of green fire returned to her natural form. "You provided a very rich meal for me today, and what you felt was honestly for me. I could tell."

"You did far more than that for me. But you are welcome," said Pearl.

"Feel free to return whenever you wish. For you, I can offer quite a discount." Ember winked.

Pearl laughed. "Well... I might come back, yes. It's almost tempting to ask if I can just stay." She glanced at the door and gave a little shrug. "But I suppose you have other customers waiting by now, and I have things I need to do."

"I don't mind keeping them waiting. Not when you're here."

Pearl looked up at Ember. "It's hard to believe you mean that. I'm just a fat old nag, still."

"Never. You are beautiful. I don't offer discounts to everyone, you know."

Pearl blushed faintly.

"You're still cute when you blush." Ember leaned in and gave Pearl a soft kiss. Pearl kissed back for a moment, though it was strange, kissing Ember as a changeling. Still, she couldn't bring herself to care about that, either. Ember had made her feel wonderful, and believed she was beautiful. Those counted for much more than the oddness of chitin and fangs did.

"I'll come back soon," said Pearl after she broke off the kiss.

"I'll look forward to it," said Ember.

Pearl walked out the door, to find that there were two stallions waiting in the reception room. "Finally," muttered one of them under his breath. Pearl favored each of the stallions in turn with a bright smile. She didn't care about a pair of stallions seeing her in such a place, either. A few days ago she might have. A few weeks ago she would have been mortified on behalf of her husband's reputation. Even mere hours ago she'd felt a bit strange about it. Now it didn't matter one bit. All that mattered was the way she felt. Not the physical pleasure, though that was good too, but the way Ember had made her feel beautiful, desirable, and capable of desire. There was a new spring in her step as she crossed the room and headed out into the city beyond.

She might still be an old nag, but she wasn't an ugly old nag, destined to be alone forever. She had Ember, and if Ember could want her, perhaps somepony else could too, someday. Whatever might happen, the bleak despair that had been devouring her life was gone. She felt that she had a future again.

Author's Note

I briefly debated including the horn job here. I am trying to keep these stories relateable to my presumably human readers, who haven't got horns, but as I myself find the description of a horn job to be fairly, ah, interesting, I suspect most of my readers will as well!

For the pedantic who have read the Honey Pie series: Ember refers to Sweetcake as "her" in this story. Sweetcake is properly addressed as "him", not "her", but Ember doesn't know this. She's avoided having much contact with Sweetcake and his hive. Still, I wanted to point out that this was a mistake on Ember's part, not a mistake on mine.

P.S. I think this is my personal favorite chapter so far. Maybe 'cause I'm an old fogey.