I sat down next to the red maned mare. "So, buy you a drink?" She wore a tight pink turtleneck, a skirt, and a pair of semitransparent pantyhose capped in a pair of four boots that just covered up to her fetlocks. She was the last mare left, and the mare I'd take to bed.

The mare flipped her mane and looked up at me. "If you want." She looked around at the emptied out Manehattan bar. The tables and booths now empty and occupied only by the staff trying to clean up. "I don't really think you have to."

I nodded and looked the mare over. "So, you're here to--"

"Pick up, maybe more. Pretty much." Her tail popped up and flashed her pantyhose covered flank at me. "You gonna take me home?" She showed off an extremely warm smile. "Little fun?"

I felt my heart jump as she flashed her tongue out across her lips. "Well, no one else is going to." I tapped my hands on the counter. "lucky me, best for last."

The mare flared her wings and adjusted her turtleneck. "Oh please, I'm surprised you even stayed this long."

"Staying at a bar for a cute mare is nothing." I stood by the door and watched as the mare walked over.

She kept her head low. "Oh stop, I'm going to blush." She walked up to me and brushed my thigh with her head. "Make a filly do something drastic if you're not careful." She squeezed between me and the wall, tracing her tail around my side and against my groin. "I live down the street, if it's all the same to you."

"Whatever's good for you--"

"What's good for me is good for you...the quicker the better right." Her voice was low. It tickled my ear with each word. "Just don't promise a night you're not going to stay for."

"I'd never." I waited until she walked around to my front and grabbed her. I slung her over my shoulder and headed out the door into the rainy Manehattan street. Only a few carts still dragged on in the stormy urban street.

The mare settled in, letting her hooves hang over my forearms. "That way baby." She pointed across the street at a small apartment tower. "Get to the elevator, I'll take care of the rest. Just hurry, it's so cold."

"Give you something hot." I stepped out into the street. "Just give me a second." The rain was heavy, soaking my hair in just a moment. It was absolutely freezing, but the whimpers of the mare in my arms was enough to keep me walking. I'd waited long enough, and downed enough drinks to take whatever would present itself. I just happened to be lucky today.

"So...little shower, you going to stay the night?" The mare laid the back of her head across my wrist and let her mane spill out towards the ground. "I'd appreciate it."

"With pickups from a bar?" I laughed softly and stepped back off the main road and onto the sidewalk.

The mare huffed. "I don't get many colts to play with, most are too scared." She pouted, her lips full and bright red as we passed under a streetlamp. "I'll keep you company as long as you stick around, who knows...maybe you'll actually be enough of a stallion to take me home for good."

"At a bar?" I kept laughing as I reached the apartment entry. The inside was cheap, covered with rough industrial carpet and tattered wallpaper. "You're looking for an actual--"

"Where else would I look?" She opened her bright blue eyes and stared at me. "It's the best place I can think of."

I laughed and walked towards the set of elevators that dotted the far wall. "Well, you could try dating--"

"This is me dating." She sighed and curled up towards me. "What, you're just here for a booty call?"

I stepped into the elevator and held the mare towards the buttons. "Yeah, I mean, mostly. Just a night or--"

"Well do you want more?" The mare jammed a button with her hoof and looked up at me. "You think you could put up with little old me for a while?"

I laughed and rubbed the mare's head with my forearm. "Well, I already like you, got a good...well, good enough attitude. Maybe not the best sense in the world, but you know how that goes."

"Dumb mares...right? Heh...funny." She wiggled around. "You gonna hold me all night?"

"If you ask me to."

"Oh you've gotta stay...just a little while." She laughed loudly, the high pitched giggle still pleasing despite the shrillness. "They just set up a phone in my apartment, I'll give you the number."

I laughed and set her down. "We'll see how this goes--"

"You know how it's gonna go." The mare dug her back hooves in and flipped her shoes off. "Sick of these things anyways." She picked them up with her teeth and flung them at the elevator door. "Not worth looking cute when it feels like your fetlocks are going to snap in half."

I felt a dull sympathy pain in my ankles. "Then why wear them--"

"To look cute." She shook her head. "I think I've looked about as cute as I can." She turned to me with a smile. "You're here, right?"

"I guess it worked."

The mare huffed angrily and walked to collect her shoes. "Not enough." She gathered them together and started to dip her head towards them. "I just--"

"I got em." I walked up to the strange pony boots and picked them up. The insides were still warm, if a bit damp.

The mare pushed me down by my shoulder. "Oh?" She leaned up towards my ear. "Giving me something better to do with my mouth? Good boy."

I grabbed the mare by the back of the neck and pinned her against me. "I'm gonna fucking use you like a cocksleeve if you don't shut up."

"Mmm, call me a whore while you do it." She licked my jaw. "I haven't had a nice hard cock in so long...I get you in my mouth you're going to lose your mind."

I fell a bit inward on myself. The rush of warmth in my skin and the widening of my FOV from the rush of energy made me a bit dizzy. "I'm gonna cum in your mouth." I breathed into her ear, making it twitch.

The mare let out a sharp shiver. "I'm going to let you." She blew past my ear. "I want you to fuck my throat. I want you to feed me. I wanna show you that hot load as it sits on my tongue." She bit my neck and sucked in hard. "I'm gonna go start a shower. You get in there rock hard, okay?"

I took a deep breath and watched the doors of the elevator open. "Won't be difficult."

The mare swung around and flipped her mane back. "Well then get ready. You get up again after, we're gonna go for a little bit of fun."

I stood up, nearly tearing through my jeans. "Jesus." I watched the mare walk away with her tail popped up right. Her pantyhose were pulled tight around her. I couldn't help but stare and limp along behind her, my right leg sporting a horridly rigid extra bit. "Uh...might be a bit late."

The mare walked down to the end of the hall. She shoved a door open and held her tail out of the next room. "Follow the tail."

I limped along. "I always do." I never did, but I had to pretend like I got laid more than never. One drunken night with a fat chick in Tennessee was enough for me to claim, but that was about it. I hobbled along, following the mare's dangling tail. She hurried away leaving me to walk down the overly long hall.

"Close the door baby, and I hope you don't mind...but lights off." I hurried around the corner of her door and stepped in. The apartment was tiny, cluttered with abandoned work uniforms and smelling slightly of alcohol.

I closed the door and looked down towards the main room. It was a small kitchen and a living room, with a desk added in to try and make in an office. And that was it. This was the apartment save the bathroom and what I assumed would be a tiny bedroom. The mare wiggled her tail out of the bathroom, the dim light in her entry hall shined on her skirt. "Come on, I'm waiting."

I coughed into my wrist and followed after her. I was still sporting a heavy limp, but something felt off. "Hey, so, you seem like you'd be a lot better off...if you don't mind me saying."

The mare's tail stopped wiggling. She peeked her head out of the door, nearly bumping her nose into my gut. "Oh, yeah.... Long story. Gonna be even longer now, but it doesn't matter." She cocked her head and smiled. "Just a little setback recently, that's all."

I rubbed the back of my neck. "I can't believe I'm getting invested in this.... I'm not drunk enough...or maybe I'm too drunk." I stepped into the bathroom and looked up at a window, taped up with a plastic bag instead of glass. "Oh Jesus...what the hell?"

The mare cocked her head and licked her lips. "You live in a shitty part of town to save money, and sometimes a griffon is gonna break in and steal all the bits you save up." She ran a hoof through her mane and pointed to the light. "It happens."

I flexed my fingers and rested my finger on the button for the lights. "Uh, did you call someone?"

"Oh, no, it's a bird that's been doing it for a while. They know who it is, they just can't find him yet." She shrugged and pointed to the lights again. "Now come on, killing the mood here."

I pressed the button and went blind. The room was closed off, and the dark night overhead made things pitch black. "You're not gonna cut me up and sell me...are you?"

The room went quiet aside from a few hoofsteps. "Wow...really? Am I that sketchy?"

"A little." I scratched my neck. "No...actually I guess you wouldn't bring a murder victim to an apartment, it would be a hotel." I sighed and grabbed my shirt. "Just kinda weird is all."

The mare cooed softly and pressed her cheek against my groin. "Come on...little shower, you'll forget all about it." She pushed off me and a loud click came from her direction. A soft leak turned into a torrent of water as she went back and lifted my groin with her muzzle. "Oh dear Celestia, I can't wait till I have this all to myself." She made a lip smacking sound and wrapped my hand in her tail. "Let little Red get those clothes off."

"Red?"

The mare fiddled with my belt a bit before managing to get it undone. "Did I never tell you my name?"

"I guess not. Jamie by the way."

The mare slowly pulled my pants down, rearing up then falling back down with my pants in tow. "That's a nice name." I pulled my shirt and shoes off while she nuzzled and swiped herself across my groin. "Water's warm...."

I stripped bare and stood blindly in the rush of cold air forced out of the shower by the steam. "Yep."

Red swept herself under my hand. "You smell nice." She pulled me forward, leading me to the edge of a small lip in the ground. "Careful." I stepped carefully over the lip and let the rush of hot water drip over my skin. I stood pressed against a wall of the tiny box shower. "...Ready?"

I took a deep breath as Red kissed my stomach. I ran my hands through the dampening mare's mane and against her ears. I held her head as she rested against me. "As ready as I'm going to be."

"Then go ahead, hold me down if you want." Red licked from my stomach to my groin and sniffed the base of my cock. She sighed and kissed my shaft. "Feels so good, so hot and twitchy." I rubbed Red's ears as she slid her lips across my shaft and up to the tip. She stuck her tongue through her lips and swept it quickly along the underside of my lip. "Tastes good too...."

I could hear my breath quickening its pace as Red teased me. I leaned against the wall of the shower and let my fingers play with the damp mare's soft ears. She stepped back and lined up with me. She didn't say a thing. I jumped as I felt my cock bury itself in the mare's tight maw. The slight wiggle she put into her head as she worked her way down my cock caused me to squirm slightly.

Red let out a soft grunt as she took me in as far as I would go. Ponies always had longer mouths, but she wasn't about to stop. I tightened up and held her down. I poked the back of her throat and got a gentle gag for my efforts. I tightened my grip on the back of her head and pushed my hips forward. I held Red's head in place as I gently jabbed her throat.

Each draw back grew less and less as I started to simply dig in against her throat. The sticky feeling of her mouth was enough to keep me going while I buried my tip in tighter and tighter places. Red's voice spasmed as I filled her throat. On one good dig she pressed her hoof against my thigh and patted.

I let her back, but kept my cock in her mouth. She let out a long sigh through her nose and suckled. Her tongue swept across my shaft as she leaned forward and forced my cock into her cheek. I was forced out of her mouth with a loud pop, even audible over the water. "Oh fuck baby, I need you right now."

I felt myself twitch as the mare swung around and her hooves tapped loudly against the shower wall. "Go slow...its all yours, just be careful." Her voice was breathy, but I could hear the rasp in her voice growing heavier from the cock in her mouth. "Little asshole, just waiting for something warm. Looking for a little cream dripping out." She moaned slowly and brushed my lap with her tail. "Use me, make me your mare, just don't stop until it drips out."

I stepped forward and reached out at pony ass height. I found her in an instant and squeezed her ass hard. Her soft ass deformed around my fingers as I dug in and pressed myself against her. She let out a soft grunt as I slid my dick across her ass and against the base of her upturned tail. I snorted and slid my hands back across her flank. I dug my thumbs into her squishy ass and moved my right thumb square onto her asshole.

I pressed my thumb into her and moved my free hand up her body and against her back. I pushed her against the tile wall and sunk my thumb into her tight ass. Red let out a sharp groan as she slid her hooves up the tile into the moonlight coming through her taped up window. "Oh shit...."

I pulled my thumb out and lined myself up. "Bite down."

"Don't hav--" Red went quiet as I pressed my tip against her spread asshole. "Wait...." I felt one of Red's hooves reach out and grab my hand on her ass. "Slow--"

"Shh." I pressed forward, slowly puncturing her as her hoof dug into the the back of my hand. I kept her ass spread as I jammed myself into her warm tight asshole. "Oh god you feel so good."

Red's back hooves clattered against the shower floor as I shoved myself into her, pushing slowly into her and rooting my cock deep into her ass. Each movement and twitch made me throb and Red tighten up. I took a deep breath and bottomed out. I pressed my nose against the back of her head and snorted. "Hows it feel--"

Red spread her legs and dug her hoof against the back of my hand. "Full!" Her voice was shrill and barely under a yelp. "Oh dear Celestia its so full."

I held her in place and pulled back. Her voice wavered as I drew back. I held her down and slammed myself forward. She let out a sharp gasp as I slammed my hips against her flank and buried myself deep in her ass. I took hold of her ass and spread her open before I started to take her.

I pumped myself in and out of her, slamming her hot asshole full then pulling back to let her have some rest. I squeezed her again and forced her against the wall of the shower. I breathed heavily and slammed into her with each of her breaths. I felt the pressure start to win out, and I hurried my pace.

Red's voice went quiet as I forced myself deep as I could go. She let out a few raspy grunts as I throbbed and she put her legs together, squeezing me hard as she could with each and every muscle surrounding me. I squeezed her flank again and lifted her up off the tile floor. The tips of her hooves clattered loudly against the ground as I slammed her against the wall and kept her suspended with my hands. All her weight was resting on my cock and the damp pressure was enough to kick it off.

I let out a heavy grunt as I shot myself across her insides. I moved my hand from her back and held her against me. I let my hand dig into her coat and huffed across her ear as I eased away and pumped her ass.

Red's ears went flat and she let out a long coo. "Warm and gooey...oh my gosh...." She sighed heavily and stopped her hooves from shaking. "I think I came...it's so hard to tell right now." She laughed nervously as I finished up and slowly pulled away.

I pulled myself free and pressed my cock against her soft ass. "Jesus...." I took a deep breath and let her down.

Red's back legs tightened up under my hand but eventually she relaxed and got back onto all fours. I took advantage of the water washing over us and cleaned myself off. "Ooooh dear Celestia. I can feel it dripping out." She let out a painfully greasy moan and started to chuckle. "Feels so warm."

I leaned back against the shower wall. The water kept on in my hazy half cut world. Eventually it petered away along with my afterglow and I was stood alone with the mare in the shower. Red sighed and sat down. "Sorry, I don't think I really wanna stand right now." She laughed softly. "...Carry me?"

I reached out of the shower and hit the button. The lights came on and I went dead still. "Oh my god...." I felt the color drain away from my face. "Oooooh Jesus Christ--"

Red's face twisted up as she looked at me. "...You didn't know?"

"Oh holy shit!" I grabbed my head. "Oh my god!" I went completely flaccid. "What--"

Red turned away. "...I've been trying to change--"

"A dick! You have a penis!" I dug my fingers into my scalp. "Holy shit no!"

Red's eyes started to tear up. "Please don't do this.... You have no idea how hard I've been working to change."

I caught my breath. "What!?" I stayed plastered against the wall as sh--he sat before me. "What the fuck!?"

Red sighed heavily. "Why do you think I've been staying here? I've been trying to save up money for so long. I have three jobs, I live here, I do everything I can to save up for the potion treatment, and some asshole griffon comes in and steals it all...." She started to cry. "I thought you knew!" She pressed a hoof against her eye. "Dear Celestia...I'm so sorry...."

I rubbed my chest. "You're...you're trans.... You're--"

Red sobbed softly into her fetlock. "I'm a mare.... I just.... I need a little more time to make it through this...." She took a deep breath. She failed to steady herself and ended up huffing. "I'm so sorry...I thought you knew--"

I looked up at the taped up window. "...But-- But--" I stopped myself. Things fell into place pretty quick. "You-- I--" I clutched the showercurtain. "I'm not gay...why wouldn't you--"

"Because I'm a mare!" Red stomped her hoof. "I'm a mare! I've already spent so much making it this far...and I just...I just want it to be over, and I want to be normal!"

I felt numb. Completely, utterly, numb. "I don't--"

Red cried into her hoof. "Just go...I'm sorry, it's my fault." She sobbed gently and pulled her mane over his face. "Please...just go."

Author's Note

One thought you don't want to have during sex:

"What the fuck was that?"

or maybe...

"What just touched my balls?"