Cake Mix

Chapters

Carrot's Vial
Cup Cake's Vial
The Next Morning

Carrot's Vial

“This day was supposed to be perfect…” Carrot Cake mumbled to himself with a sigh as he cleaned the tables. It was Hearts and Hooves day, a day for couples to go all out and enjoy themselves if they so desired. He had spent the last few weeks setting up one doozy of a date. Pinkie was away with friends, while the twins were visiting their grandparents. He and snookums had even advertised being open for only half the day, only wanting to stay open long enough to aid any last minute shoppers who needed a treat to surprise their special somepony.

After that it was suppose to be a trip to Canterlot where they’d dine at a fancy restaurant, complete with music and wine, ending with them gazing at the stars from a private room in the castle, courtesy of their good friend Princess Twilight Sparkle. It was no understatement to say they had been looking forward to this getaway for a while now.

So of course the train would break down, while Twilight and her assistant Spike had left to stay in the Crystal empire along with all her friends, leaving them with no way to get to Canterlot in time to make their dinner reservations. Of course this also meant they couldn’t use the castle room as it was there, and they were stuck here.

Now they had a free half day and no plans to spend it. It’s not like it would be horrible to spend a private night with his beloved, but they could do that anytime. He had wanted this day to be special.

“Here’s your key lime pie slice.” Carrot said placing said dessert on a table. Though he hadn’t meant to, he had let out some of his disappointment with those words. He hoped the parton wasn’t offended.

“I do not mean to interject, but is that despair I do detect?” The customer asked in an all too familiar voice. Startled, he took a moment to actually see who he was serving, meeting the kind and wise eyes of Zecora.

“Oh, hello Zecora. I’m sorry for not recognizing you just then, I’ve just been… distracted.” He really hoped he didn’t offend her. He could still recall the time the town thought she was some evil enchantress. Thank Celestia for Twilight proving that wrong. Now a days she stopped by their shop regularly. He liked to think of her as a friend.

“The weight on your mind is plain to see, would you perhaps like to talk about it to me?” She asked before taking a bite of her pie. Much to his pride, she let out just the slightest ‘mmm’ of approval. Even if his day wasn’t going all that well, it made him happy that their food could bring joy to others.

“Oh no, you don’t have to worry about us,” he said with a wave of his hoof. “You just enjoy your food.” There wasn’t any sense in bothering customers with his woes.

“Please it would be no trouble at all. If it helps out a friend in the long haul,” she said, stopping in her eating. Carrot thought it over. It would feel good to get it off his chest, and Zecora did have a wide knowledge of things. Maybe she could suggest something else he and hunnybun could do for the night? Taking a quick glance around the room, he noted that there weren’t many customers at the moment, so he could spare a few minutes if he wanted.

“Well, why not?” He said sitting down. “So here’s the deal, I was suppose to go on a romantic date with snoo- m-my wife tonight, but since the train is down, we won’t be able to make it. We can still stay in and do something here, it’s just…”

“Ah, your problem I think I understand. You feel such plans are rather bland?” Carrot nodded.

“I suppose you could say that. I just really wanted to have a really special night with Cup Cake, but instead we are stuck here. I was just hoping for a little more, something new and exciting.” Zecora didn’t speak for the next few minutes as she munched quietly on her food. He let his mind wander enough to wonder if she herself was alone on this day. He didn’t know if Zecora even went on dates, or if she was even interested in stallions or mares. He really hopped baring his problems like this wasn’t reminding her of anything unpleasant.

“A problem that can be indeed.” She said suddenly having finished eating, “Though I might have with me just the thing you need.” Before he could ask what she meant, her muzzle had disappeared into one of her saddle bags, rummaging for something. Perhaps she was looking for some extra bits to tip him with? If so, he’d have to turn her down. He’d rather she spend that on something more worthy. Having a boring night at home wouldn’t be the end of the world for him and Cup Cake. Though he supposed with some extra bits he could buy her a necklace or something.

“Ah, here is the thing I seek. A potion certain to make your week!” With that she set down two corked vials of clear liquid, along with two small long crystals that looked as if they could barely fit within the vials themselves.

“To make this work I’ll tell you how, you must first place the crystal upon your brow. Imagine then a mate of daydreams, till the crystal flashes and gleams. Place it in the potion here, and the crystal will disappear. If done correctly it will shine, with a light that’s most divine. If you then have your partner drink your vial, the daydreamed form they’ll gain for a trial.” Carrot stood there trying to sort her rhymes out in his head. A mate composed of daydreams?

“I-I’ll be honest I’m not sure I uh, understand this correctly.” He said slowly, trying not to offend her. “I think you’re telling me that if I have Cup Cake drink this she’ll be transformed?” Zecora nodded.

“That is exactly what I mean to say, it’s just the thing to make this night less cliché.” Well, he couldn’t argue with that point, the issue was he didn’t understand how it was suppose to change him or Cup Cake. He trusted Zecora wouldn’t give him something dangerous that would hurt them, but still.

“Okay, but what is this about a mate composed of daydreams?”

“Hmm, indeed perhaps I was not so clear,” Zecora began while tapping her chin. He wondered if she was trying to come up with the perfect rhymes to explain it to him. Was it just that she couldn’t speak straight? It’d certainly make this a lot easier. “Allow me to add this little bit here. In hopes of making what I say more clear. I have no doubt you love your wife, but you may have noticed other mares in your life?” Carrot jerked his head back, his cheeks red.

“I-I don’t, I would never go behind her back!” He stammered, but Zecora quickly waved a hoof.

“I do not mean it in that way. Your marriage I know you’d not betray. Just when you see the body of another mare, perhaps she too has a trait that makes her fair? Or to better give you some insight, perhaps a change to your wife would be alright? This potion I give to you here, will make her however you wish for her to appear! Imagine her as a princess if you will? Her body will change till it fits the bill! Or perhaps youth is what you desire? A teenage body she can acquire!”

“W-wait, princess? Teenage?” Carrot repeated, trying to wrap his head around all this. “A-are you saying I could turn her into a princess? L-Like Princess Celestia or Princess Twilight!?”

“The answer to that is yes and no.” Zecora replied with a smirk. “Wings and a horn it can surely grant, but the magic of those it simply can’t. The wings would work and even move, but to become a true princess is something you have to prove.”

“I think I understand.” Carrot said, starting to feel a little excited by all this. If what he was getting from all this was correct. He could make Cup Cake into any type of mare he wanted for the night!

“So say if I gave her wings they would move, but I guess she wouldn’t be able to actually fly?” Zecora shook her head, but she still held a smirk.

“Not at all my good friend. A pegasus is much easier for the potion to mend. Flight indeed she could perceive, but such large changes are dangerous to weave. Though shape and age are foal’s play, such a big alteration could go astray. Some advice to avoid that strife, stick with earth ponies to uncomplicate your life."

“Okay, so let me see if I understand this. If I place this crystal upon my forehead.” Carrot said, pointing first to the crystal, and then his brow. “And imagine the form I want Cup Cake to take. She’ll become whatever I imagine after I dissolve the crystal in the potion and she drinks it?” Zecora nodded.

“That is the point I meant to make, but I plead you make no mistake. Dangerous this potion can be, I offer it only because you seem in need of glee. I trust you both are wise enough, not to abuse any of this stuff.” Carrot went to speak, but she held up her hoof.

“There is one last thing you should know. Not only a new body can this potion bestow. Though one’s will it can not bend or bind, it can still have some effect on the mind.”

“The mind?” He repeated confused. She nodded.

“You can not break or bend their will, though suggestions you can still instill. You can’t make a slave no matter how hard you try, though it can easily make one act a tad more shy.”

“I-it’s not permanent is it?” He didn’t like the idea of hurting Cup Cake.

“You need not fear for that aspect, when the spell is over, so will that effect.” He couldn’t believe his ears. With a potion like that, they had so many possibilities! Anything they imagined, and it was all only temporary. One night for them to live out any fantasy!

“I-I don’t know how to thank you!” Carrot said, grasping her hooves in his own. “This gift is amazing! You’re a miracle worker!” Much to his surprise, Zecora blushed at his words.

“I did only what any friend would do. Really, there is no need for such a big thank you!” Carrot laughed.

“Still I do thank you Zecora, and you can rest well, I’ll be certain to explain everything to Cup Cake before we decide to take it, and make sure any changes we do are small and cosmetic.” With one last smile Zecora got up from the table.

“I trust your wisdom most high, or else never would I have let you give this a try. Still, for a couple that always treats me so nice. I don’t mind giving your Hearts and Hooves day a little spice.” She winked at him before continuing. “My leave now I fear I must take, so I bid you goodbye Mr. Cake.”

“Oh, I don’t want to keep you then.” Carrot replied with an anxious shiver. He couldn’t wait to go tell Cup Cake about all this!

* *

“Z-zecora gave us something like that!?” Cup Cake sputtered in shock as she stared at her smiling husband.

“She did,” Carrot answered, having spent the last few minutes explaining to his wife just what the potions were and what they could do. “Now I know it can seem a little scary, but I trust you hunnybun, and am willing to give it a try if you are.” His wife stood there, looking over the two vials of liquid along with the crystals he had set down on their nightstand. Even after all this time she still looked beautiful to him, even the pounds she had put on over the years meant nothing. She was his wife, and his alone.

It’s not that he needed to change anything about her, but if he really could have anything he wanted, well he already knew what it was. Back when they first met she had a much longer mane, one he missed dearly. She had cut it as she found it easier to work in a kitchen with shorter hair, and he wasn’t about to tell her what to do with her body. Still, to see it again for one night, hopefully she wouldn’t have a problem.

Of course that’s not where his fantasies ended. After meeting Pinkie’s friend Rarity, he had often admired just how well her mane appeared, from its style to its shininess. Imagining that mane on his younger wife. It was nearly enough to make ‘little carrot’ poke out. Perhaps if she acted a bit like Rarity as well? Oh he really hoped she said yes to this!

“A-any form we want?” Cup Cake asked, looking up at him a sparkle in her eyes. “I-I could give you any form I want and you’d be okay with it?”

“I trust you sweetie.” Carrot said, giving his nervous wife a nuzzle. “I’m sure I’ll enjoy whatever you think up for me!” He felt his wife shiver, clearly becoming aroused at the possibilities.

“I-It’s certainly tempting, but are you sure? What I have in mind is rather… different.”

“Isn’t that the point of this?” He replied with a laugh. “Or do you plan on turning me into a little colt?” Cup Cake quickly shook her head.

“No! No! Of course not! It’s just… Well I don’t want you to regret any of this.” Again, Carrot laughed.

“What about me? Aren’t you worried I’m going to make you look like Princess Celestia or something?” Despite herself, Cup Cake giggled.

“Well that wouldn’t be too bad actually. Is that what you have in mind?” Carrot blinked, he hadn’t exactly been expecting that reaction.

“Wait, you mean I could?” His wife placed a hoof on his lips, her expression that of pure love.

“Dear, if these potions can really do as you say, then I’d be honored to play any role you want. If you made me look like Pinkie, I’d do my best to act like Pinkie. I’m sure with as energetic as she is, the thought has popped in there.” Carrot could feel the blush threatening to overtake his cheeks.

“I-I’d never-” Again she giggled, cutting him off.

“I know you’d never do that with Pinkie. I love you dear, and I trust you. I’m sure whatever form you give me I’ll love. I-I just worry you’ll be disappointed with mine…” Her ears drooped as she spoke, causing his heart to lurch. Without being able to help it, he pulled his wife into a deep calming kiss.

“Snookums if you trust me that much, then I trust you. Whatever form you give me, I promise to make the most of it.”

“R-really?” She asked, her excitement growing. “S-still maybe I should just tell you what I have in mind-”

“Ah, tut tut!” He cried placing his own hoof on her mouth. “No, that’d ruin the surprise.”

“B-but dear you don’t understand-”

“What’s to understand?” He asked, “you have something special planned, and this gives us the means to do it. I want you to be happy dear. That’s all. I’ll accept whatever you dream up. No matter what.”

“N-No matter what…” Cup Cake repeated, her entire body shaking in anticipation. Carrot couldn’t help but smile. His wife was being so silly. He couldn’t wait to fulfill any fantasy she might have. Heck he wasn’t sure who was more excited. His wife or himself. Would he look like a prince? Be as buff as that Snowflake pony? Perhaps he’d look like Big Mac. For a stallion who kept to himself, the mares sure did love him.

“Alright, let’s do it!” Cup Cake cried picking up her crystal and placing it to her forehead. Immediately the crystal began to flash a light greenish color, blinking much in the same way as one of Pinkie’s strobe lights. It continued like this for a few seconds before slowing in its flashes until eventually becoming a solid green.

“Guess it’s done.” Cup Cake said as she set it back down. Taking the vial of potion, she pulled its cork out with her teeth and placed it next to the crystal. She then carefully picked the crystal up with her mouth and dropped it into the clear liquid. Once the thing was completely submerged in the liquid, it began to fizz and bubble. Startled, Cup Cake jammed the cork back on it, worried some of it would spill out. As they both watched, the crystal appeared to dissolve, turning the clear liquid into a glowing lime green.

“Looks like it’s ready,” Carrot commented as he went to grab it, only for her to snatch it away.

“Wait!” She cried, causing him to jerk back in surprise.

“What? What’s the matter?” Her lips curled into a sly grin.

“I want to drink yours first.” She replied with a wink. Breaking into a grin of his own, he quickly picked up the crystal and placed it upon his forehead. The sensation was astounding. For a moment it was as if the world went black, and all he could see was the image of his wife before him. Even stranger, he instinctively knew he could mold the image into whatever shape and form he wanted. Feeling giddy, he wasted no time in turning back her clock.

It was so odd and yet exhilarating to see her body morph back into its younger form, the pounds she had gained just melting away, leaving her slim and sexy. Sexier than he’d seen her in a long time. Her mane was soon to follow in his alterations, becoming longer and sleeker. Her tail, got the most attention of all, curling into a large corkscrew style that made her look simply dazzling.

Finally he began to imagine how he’d like her to act. Usually she was a simple mare, strong willed but content to let him lead. How nice it’d be if she was just a bit more aggressive. Perhaps if she had a bit of the flair Rarity had? Why not? He’d already styled her mane after the white unicorn, why not a bit of the personality as well? He’d just leave out the refusal to get dirty aspect.

Then, seemingly as soon as it began, he was standing once more in their bedroom. The crystal glowing green upon his brow. Mimicking his wife, he pulled the cork and dropped it in, re-sealing it afterward. It only took a few seconds for his vial to be the same glowing green that Cup Cake’s became. With a warm smile, he presented it to her.

“I hope you like what I came up with.”

“You are such a sweetheart.” Cup Cake replied, giving her husband a quick peck on his lips before she took a few steps back while holding the vial. Pulling the cork from it, she stared at the still liquid before taking a deep breath and letting it out.

“Well, here we go!” She cried before gulping it down in one swig. The moment she was done her eyes widened.

“Oh!” She cried, causing Carrot to lean forward in worry.

“What? Are you alright? Is it working?”

“It’s…”

“Yes?” Sweat began to drip down his forehead. Had messed it up? Was she okay? Did he have to call a nurse?

“It’s tasty!” She licked her lips. Carrot almost fell flat on his face.

“Dear! Don’t scare me like that!” His wife blushed.

“Sorry pumpkin I just- AH!” She screamed hunching over. This time he didn’t need to ask what was wrong, as he could see her legs starting to slim down. It was amazing! The clock really was turning backward for her! In mere moments he watched as she went from a middled aged mare, to a young mare just entering adulthood.

“T-this feeling! I-It’s so strange!” She yelled out as the changes continued. Her mane and tail began to grow out at an alarming rate, while it also styled itself in the same way he had imagined. In mere seconds, he sat staring at the young goddess his wife had become.

“Oh my! I do hope that’s over.” She said shaking the feeling back into her body. “Goodness is that me speaking? Why, I sound so different!” Carrot nodded in agreement. It wasn’t just the fact she was speaking with a Rarity like accent, but also the fact that her voice had been a lot different when she had been a teen.

“And my mane! My tail!” She cried while giving her tail a flick, watching as the hair bounced back into its corkscrew shape. In nearly the same movement she bounced her hair with a hoof, taking in just how firm it had become.

“A mirror darling! I must see a mirror!” She ran to the bathroom, her still laughing husband following her in. What she saw reflected back at her, drew forth a gasp from her lips. Why she was stunning! Simply divine! Her youth, her energy. It was all returned to her! She hadn’t felt this great in over a decade!

“Oh I love it dearie!” She exclaimed before planting the biggest kiss she could muster straight to his lips. They tasted of cake crumbs as they always did. It was a sensation that always lightened up her day.

“I’m glad to hear that,” he replied softly. “to be honest I was afraid of you being upset.” Her eyes widened in shock.

“Upset!? Why darling! How could I ever be upset with such generosity?! I’m young again! Energized! I feel as if I could run all around Ponyville without getting tired! This form is simply marvelous!” Only then did she blink. There was something off with her voice, or more accurately, her way of expressing herself while speaking.

“Hmm I can’t quite put my nose on what else you’ve done, though I realize I’m speaking in an odd way.” Her husband just grinned.

“You might be.” Was all he gave her before he held out his hoof. “I guess it’s my turn now.” Cup Cake shook her head.

“Hmmm, not just yet. I want to test this body out a bit before we change you as well.” Carrot raised an eyebrow.

“Are you sure? We could both get use to our new forms.” Again she shook her head.

“Dearie I really do want to see you in your new form. Honest I do, but I’m afraid this night might begin to focus too much on what I want when that happens.” She glanced at a nearby clock. “It’s only four in the afternoon darling. Let’s take this to the kitchen for an hour or so and worry about my vial then. Hmm?” To further entice, she trotted by him, rubbing her body against his as she did so. Lastly she gently flicked her tail upon his muzzle. The blush she saw forming upon his face informed her of her victory.

“W-well if you say so!” He called, rushing down the hall and toward the stairs. With a fit of giggles, she followed him down.

* *

“Hey there stranger, how would you like a cupcake?” Cup Cake giggled as she held her namesake upon a plate with her left hoof. She had turned her body sideways in order to besst show off her new curves. For extra effect, she adjusted her head to look back at her flank one eye still on the stallion watching her. The movement caused her new mane hang down her side in an alluring fashion. The idea was to appear like one of those mares on the cover of playcolt and if the peeking member of her husband was any indication, she had pulled it off wonderfully.

“I-I- uhhhhh.” Carrot muttered as he took in the image of this seductive minx. It seemed almost taboo to look upon her with the lust he was feeling. She looked so young, so forbidden. He knew he had made certain she was of legal age, but damn! Even more he knew this was his wife, and they were in the privacy of their own home. Not only was it perfectly okay for him to do anything he wanted with her, but she was likely more than eager to do the same!

“Oh!” Cup Cake said, walking up to him, her eyes staring hungrily at his midsection. “I see someone wants to come out and play!” Carrot was still too dumbstruck to move as he watched her lick her lips. Placing the plate upon the counter she began to back him up with a gentle nudge of her hoof. Stunned, he allowed himself to be moved, before he found himself suddenly stumbling backward to sit upon some large stacks of flour bags.

“Oh how horrible of me darling!” She teased while rubbing her hoof over his chest. “I simply must make this up to you…” With that she lowered her head and gave his semi limp shaft a good long lick.

“Ah!” He yelped as his member quickly began to harden to full mast. This only spurred her on, as she then began to plant tiny kisses upon it in between her licks. Carrot was only able to twitch in amazement as her tongue sent shockwaves of pleasure through his body with each little taste.

“C-cup Cake!” He stammered, his body twitching. She paused for only a moment to look into his eyes with her own pools of growing lust.

“Shhh, let me take care of my big strong stallion.” She purred before planting a sloppy kiss on the head of his dick. Any other words he may have wanted to say melted away with that. Overwhelmed by the sensations, he let himself lean back as she continued her work.

Those potions Zecora gave them were amazing! Cup Cake was never a fan of giving him blowjobs before. Usually he had to wait for a special occasion, or do her a few favors to get this kind of treatment, but not tonight! Tonight she had gone at it as if it was routine. His hips nearly bucked when her lips sucked in the tip of his rod. It’s too bad the potion only lasted one night! He’d have no problem doing this more often!

“Mmmm,” Cup Cake cooed as she took more and more of his member in her muzzle. Much to his surprise, it wasn’t long till she was deepthroating it fully. With every bob of her head, her tongue rubbed against it, nearly causing him to blow his load right there. Despite her sudden skill he forced himself to remain in control. He wasn’t likely to get this again soon, and he wanted to drag it out as long as possible.

Seeming to sense his restraint, his wife pulled out all the stops as one of her hooves begin to caress his nut sack while she sucked. The new sensation quickly began to push him over the edge. He couldn’t remember the last time his dick had felt this hard! The thing was practically twitching in her mouth! Was this what he’d been missing out on!?

Looking down, he took in the image before him of a young sexy blue mare with the cutest plot, slurping away at his meat as she stared up at him with content. Stealing the glance proved to be his undoing as he felt his body finally lose control, spurts of his seed unloading down her throat.

Surprising him again, Cup Cake simply swallowed each and every burst till no more came. Without even appearing as fazed, she moved her head back, letting his member exit her mouth with a pop. Once more she licked her lips, placing her front hooves on his shoulders so she could stare him in the eyes.

“Happy Hearts and Hooves day hunniebun.” She whispered with a smile.

“Happy Hearts and Hooves snookums.” He said back with a smile of his own. Leaning his head forward, he gave her neck a tender nuzzle. They sat there for a little while longer, simply drinking in each other’s company before Cup Cake finally broke the silence.

“Well, I suppose the next stop would be to retire to the bedroom.” She said giving him the most alluring bedroom eyes he had ever seen. He could already feel himself getting stiff again.

“Or…” She said setting the still glowing vial upon a nearby counter. “You can drink my potion. I’ll do whichever you decide.”

Carrot had to think about that one for a moment. The prospect of taking this young sexy mare to bed was incredibly arousing, but at the same time, that’d mean only he’d get something amazing out of this Hearts and Hooves day. Sure Cup Cake would likely enjoy herself immensely, but he still wouldn’t be giving her a fantasy. That simply wasn’t fair.

Without a word, he reached over and grabbed the vial, pulling out its cork. He almost laughed at how eager Cup Cake seemed for him to drink it. Deliberately teasing her, he did a few fake wine sniffs of the liquid and cork until her expression changed to a pout. Giving one more hearty laugh, he downed the liquid in one gulp.

Wow! Cup Cake hadn’t been kidding when she said this stuff was tasty! It was like drinking his favorite dessert of spiced carrot cake with white chocolate cream frosting! He almost wished there was more.

“J-Just don’t freak out okay dear?” She said nervously as they waited for the potion to take effect. Again he had to laugh.

“Why are you so nervous dear? Whatever you chose will be f-AH!” He cried as a sudden heat washed over his body. He hadn’t expected the magic to be so intense! The first thing he noticed was the strange itchy feeling that had begun to crawl up his legs. Seems like they were the first thing to change, much as it had been with his wife.

Intrigued, he watched as the potion began to reform his legs into a slightly shorter length. Well that was strange. Did Cup Cake like short guys? Odder still, they seemed to be losing bulk as time went on. Still, he could also see the youth return to them as the magic did its work. Maybe it’d just been too long since he’d seen his hooves like that? Waiting for the itchiness to reach his stomach, he took the opportunity to lift one of his new hooves up for a better look.

To his confusion, they looked slim and delicate. That was weird, what kind of stallions did she daydream about? He didn’t have time to mull that over as the itchiness overtook his entire torso. Much like it did with his legs, his body seemed to compact and slim out as it changed him. For some reason, the feeling seemed to persist around his dick and balls instead of passing along like it had his legs.

Swiftly the feeling had spread up his neck and to his face. With a sudden pop, he felt his mane puff out. Turning his head to take a look at his tail, he watched as it began to lengthen, taking on a curly poofy look. With a start he realized his mane had done the same thing! Now he was really confused. Just what kind of stallion went around with such a weird mane style? Why the only pony he’d ever seen with a mane like this was their very own-

A sudden jolt to his throat interrupted that thought.

“Ah!~” He cried from the sensation, before quickly slapping a hoof over his mouth. What the buck was that? That didn’t sound like his voice! It sounded a lot higher than anything he’d ever had as a teenager!

“C-cup Cake?” He squeaked, nearly wincing at how high his voice was becoming. What was she doing to him? He expected to have a deep manly voice and rippling muscles, or the firm hardened body of Big Mac or something. Instead his body looked small and curvy while his voice sounded something more fit to a-a-

His eyes widened in horror as the itchiness intensified on his stallionhood. No, no she couldn’t! She wouldn’t right!? T-there was no way his wife would make him into a-

The sudden pull upon his dick confirmed his fears, as he felt it begin to pull back into his body. It was similar to how it felt when it poked out in arousal, except in horrible horrible reverse. With a cry of despair, he actually tried to reach behind him with a hoof to grab it before the potion caused it to suck right up into his body.

“S-snookums what- A-AH!” Carrot cried again as he felt something begin to burn within himself. With a terrifying jolt of pain and pleasure, he could feel his skin split open under his tail and anus, creating his new marehood. He was a stallion no more.

“O-ohhhhhhhhh,” she cried in an involuntary moan as her teats seemingly popped into existence. She continued to shake in both fear and panic as the burning sensation inside her finally died down, no doubt leaving her with a fully functional womb. The thought nearly made her sick.

“C-Cup Cake? W-what have you done?!” She cried, wincing at how high pitched and girly her voice was now. It had a strange softness to it that she swore she had heard before. Meanwhile her wife was looking down with a sheepish expression.

“Well sweetie. I did say what I had in mind was different.” With that she beckoned to a full length mirror propped against the wall. Carrot could only vaguely remember wondering why that had been there earlier as she felt her legs begin to move toward it without her thinking about it.

Inside the mirror was a mare of about the same age Cup Cake was now. She held a confused and yet, curious expression upon her face. That couldn’t possibly belong to her could it? The colors of her fur and mane hadn’t changed. She was still a rich yellow in body with orange for her mane and tail. Much to her dismay, the only other thing that remained unchanged seemed to be her cutie mark.

The next thing she noticed was the poofyness to her mane and tail. While not an exact copy, she could tell it was styled after Pinkie Pie’s own hairdo. In addition to that, her body seemed to share some similarities to Pinkie’s as well. Mostly in just how slender and flexible she appeared. Much to her dismay, she had to admit that if it wasn’t herself in this reflection, she would have considered this mare to be very sexy.

“I look kinda like Pinkie” She said stunned. There were many many other things she wanted to say at this moment, but that was the only thing she managed to actually get out.

“Y-Yes well, I wasn’t kidding about other stallions noticing how sexy Pinkie might be.” She replied with a healthy blush. Carrot was still having trouble wrapping her head around all this.

“A-and my voice? I-I sound so soft spoken and meek.” Cup Cake had begun to rub a hoof upon the back of her neck.

“Well I always thought Pinkie’s friend Fluttershy had an amazing voice…” Now Carrot recognized her pitch and tone. Still staring into the mirror she tilted her head first to the left, then to the right. Her mane bounced and flowed with her movements, giving her such an alluring look. With a shiver, she turned enough to see her flank, giving it a little wiggle. Her stomach lurched as she imagined that arousing a stallion.

“W-why?”

“Why?” Cup Cake repeated with a giggle. “Because I’ve always dreamt about having a cute sexy little minx like you in my bed.” As she spoke she took the opportunity to rub against the new mare while giving her neck a quick little lick.

Carrot really wished that didn’t make her body feel so… eager.

Author's Note

There are like five images of Mr. Cake as a mare on the internet. No one ever genderswaps these two. The story image I used is the only one that even comes close to what I imagined for this story. :/

We need that 30 min art challenge thing on tumblr to feature genderswaped Carrot Cake. Seriously!

That aside, Happy Valentine's day! Or if you're like me, Happy Single's Awareness day! :P

I do plan to write Carrot's part of this night, I just ran out of time in order to get this out on the actual holiday. Sadly I work all day today, so I won't get it out tonight, but I'll try to finish it up later in the week. Hopefully some of you are looking forward to it. ^_^

Young Mrs cake image can be found here:
http://viralacorn.deviantart.com/art/Young-Miss-Cake-aka-Cupcake-399516797

Cup Cake's Vial

Carrot Cake shivered as her wife circled her new body, sizing it up. Her mind was a mess, her emotions all over the place. How was this her body? How could she be such a cute mare? This wasn’t how the night was suppose to go!

Again her gaze fell upon the mirror. Shaken, she shut her eyes, squeezing them as tight as she could. Counting to ten, she re-opened them, only to see the same cute mare staring back at her. There was no denying it, she was stuck this way till the potion wore off.

“T-this is really me...” Her voice came out in a whisper. Now she could really hear the Fluttershy in its tone.

“Indeed it is hunnybun.” Cup Cake answered with glee, “and I have to say, you make a rather lovely mare.” Without warning, her nose pressed into Carrot’s neck, giving her a tender nuzzle. The sensation practically rippled through the new mare. Cup Cake had nuzzled her before, but it had never felt this intense! She was so caught off guard by it that she found herself moving away.

“Sweetie?” Cup Cake asked with concern. “Are you okay?”

“Okay!?” Carrot screeched. “You turned me into a mare! A mare Pinkie’s age! How can I be okay!?”

“Shhh shhh!” Cup Cake cooed, giving Carrot’s neck another rub. “It’s okay, It’s okay honey. It’s only for the night. You’re okay.” Carrot wasn’t convinced, but she wasn’t as panicked anymore. Slowly she could feel her mind starting to focus again. That’s right, it was just for the night. She was only going to be in this body till the sun rose.

But why a mare? Of all the things Cup Cake could have wanted, this had never popped up on his, or rather her radar! She thought they were happy together! Had Cup Cake always wanted this? A mare instead? Why had she never said anything!?

“H-how long?”

“Hmm? What do you mean? How long what?” Cup Cake answered looking rather bewildered. “Your mane?”

“No, how long have you felt this way about mares!?” Carrot cried stepping away from her wife. Cup Cake stared for a moment before shrugging.

“Oh that? I’m not sure really. I guess when I did that experimenting back in my school days. I told you about Whipped Cream didn’t I?”

“T-that’s, I thought that was all it was! An experiment! You’ve never mentioned being into mares after that!” Cup Cake titled her head.

“Haven’t I? Don’t you recall all those times I’ve said a mare is pretty or cute?”

“I-” Carrot began, trying to formulate words. Certain scenes began to play back through her mind. They’d be walking to the market, Cup Cake mentioning how well Cheerilee looked in an outfit. Or how she’d gaze at certain mares longingly. Carrot nearly facehoofed. How had she been so blind! She had always thought Cup Cake was looking at an accessory or dress. She never thought it was the mare herself she was dreaming about! No wonder she sometimes looked confused when he brought her the things those mares had been wearing!

“I-I thought you were just complimenting their styles or something! I thought it was a mare thing!”

“Well I suppose it might be, though admittedly I’ve thought more then that at times.” Cup Cake said with a giggle.

“T-then the entire time we’ve been married you really wanted-” Carrot began before her wife shoved a hoof in her mouth.

“No! Never! I have you honey! I’ve never regretted a single moment of us being together! I love you. Don’t you ever doubt that!” Carrot shivered at those words. The amount of love and sincerity she heard in them was finally enough to calm her down. That’s right, Cup Cake loved her, just as much as she loved her back. She’d never do anything to hurt her.

“B-but then, why didn’t you ever talk to me about this?” At that Cup Cake’s ears drooped.

“I-I meant to. At first I didn’t because we were trying to open SugarCube Corner and after that Pinkie moved in, and I thought it inappropriate to discuss at the time. N-Not to say I haven’t thought about her joining us in bed from time to time.” Carrot eyes widened.

“You what!?”

“Hey! Pinkie is a very attractive young mare. I mean look at how well she wears that mane!” Carrot held up part of her mane.

“Wait, is that why?” Cup Cake nodded.

“That might be part of it…” She smiled sheepishly. Carrot blushed.

“B-but she’s our employee! It wouldn’t be right!”

“Well that’s why I never suggested it!” Cup Cake retorted blushing herself, “I mean she’s almost family now, but you can’t tell me you’ve watched her bounce around and haven’t thought about bedding her at least once!”

“I-” Carrot began shaking his head. “She’s practically family!” Cup Cake just rolled her eyes.

“I said that, and that’s exactly why we’d never do it, but you can’t look me in the eye and tell me that you didn’t think of that at least once, and if not her, then certainly with some other mare!” Carrot remained quiet. She really couldn’t deny that statement. Sure, she’d sometimes feel guilty about it of course. Here she was with the most wonderful of wives. A mare she’d had twin foals with, and yet every now and then while a stallion he’d glance at the flank of some other mare with a hint of desire.

“Well I suppose so…” She replied guiltily, Cup Cake only laughed.

“Oh please dear, I just admitted that I’ve done the same. We don’t need to feel guilty. Besides,” she spoke while nuzzling her neck, “we both know we’d never leave the other.”

“That’s true. I’d never cheat on you.” Carrot replied with a smile. This time she was able to enjoy the nuzzle for what it was, though the intensity was still there. She always knew mares had more sensitive skin and fur, but she never thought the difference could be this big!

“Still, I can’t believe I never noticed.” She groaned as she fell on her rump.

“Well I haven’t been as open as I could be…” Cup Cake replied with another sheepish grin. “To be honest when I thought of bringing it up, I just couldn’t seem to find the right time.” Carrot nodded. It probably didn’t help that Cup Cake was usually rather reserved when it came to these kinda things. Being this aggressive was a bit unlike her.

‘Exactly how you wanted her to act…’ She heard in her mind. It had been fun while she was giving him a blow job, but now that he was a she… Everything about this was just so weird. Even now she was discovering little things that were different. Like the fact that her bottom wasn’t hurting yet from being on the cold hard ground.

In the past when he’d sit like this, his rear would begin to ache after a few minutes. Now though, she felt just fine. Was it because of some extra padding? Getting up, she turned her head around to get a better view of her flank. It certainly looked different, well besides it being the plot of a mare’s. Reaching out a hoof she gave it an experimental poke. Whoa! That was a bit more cushiony than when she had been a stallion!

“Enjoying your new assets?” Cup Cake asked with a giggle. Carrot immediately turned back around with a blush, causing her wife to laugh.

“It’s okay to explore your body dear, that’s why I gave it to you. Or rather, I want to explore it with you.” With that she gave Carrot’s neck a nice long lick.

The sensation was electrifying. Much like with the nuzzles, this felt just so much different than it did while a stallion. It was as if the act was more focused somehow, eliciting a better sense of pleasure. Despite her initial reaction, she could feel herself becoming aroused, which was another story entirely.

As a male, when he got aroused, it always focused on his dick. The penis was the end all of everything, feeling all the tension and pleasure. If he had to explain it, it was like his body was trying to condense him into that one area. As a mare however, she could feel the little pin pricks of excitement traveling up her legs and back. Then there was her… pussy. The mere thought of having one was causing another healthy blush. It felt… warm, and to her horror, empty.

“Are you ready to take this upstairs?” Cup Cake asked, hunger in her eyes. Carrot shivered. The last time she had seen her wife look at her like that, was the night the twins were conceived. The mere thought of that particular mare ability caused her stomach to drop.

“I-I don’t know about this s-sweetie…” She replied with more than a few shudders. She’d only been a mare for around ten minutes or so, and now she was suppose to go have sexy times in bed with another mare? Usually the thought of two mares going at it would turn him on, but not when she was one of them!

“Do you need more time? We can maybe do some more baking to help you relax.” Cup Cake offered, leaning her body against her own in comfort and reassurance. Carrot felt some of the tension flow out with the contact. She was lucky to have such an understanding spouse.

“It’s not just more time, “ She began while trying to keep her voice calm. Funnily enough, her Fluttershy like voice actually helped in that regard. “I’m just not sure I can do this. I-I mean this body is just so foreign to me! W-what if I can’t handle it? What if it’s too much? W-what if I get pregnant!?” Cup Cake gave a loud snort in response to that last one.

“Honey, I think you’re making this into much more than it actually is.” She replied with a laugh. “For one, I can’t get you pregnant deary. I don’t have a dick.”

“O-Oh yeah right…” Gah she felt like an idiot now! Of course she wouldn’t have to worry about that. They were both female!

“However, I can’t say I understand how it feels to switch sexes so suddenly either.” Cup Cake continued rubbing a hoof on Carrot’s back again. “Therefore if you feel like you can’t do this, then we’ll go see about changing you back okay?” For some reason, hearing Cup Cake say that, made her more sad then happy. Didn’t she want to change back to a stallion?

“You mean it?” She asked, turning to look her in the eye. With a warm smile, Cup Cake nodded back, though Carrot could just barely see the hint of disappointment hidden beneath it. With a start, she realized that if she turned back, then Cup Cake wasn’t getting her fantasy tonight. She was willing to give it up just to make her happy. Sighing, Carrot steeled herself.

“Snookums, just answer me this. How much are you looking forward to this? Be honest.” Cup Cake seemed a bit surprised at the question, but quickly composed herself.

“H-Honestly sweetieplum? A lot, like how Pinkie feels when throwing a party a lot.” She began to rub a hoof along the back of her neck. “Maybe at one point even I thought my times with a mare was just an experiment, but as the years went on, I kept thinking back to those times. Yet at the same time I couldn’t bring myself to betray you, and maybe I just never had the nerve to talk to you about it, so… so when I was given that potion. When I knew I could have time with a mare again, and it could be you. The pony I love the most in this world… I couldn’t resist.” Pausing she looked up at Carrot, the corners of her eyes just starting to glisten with the hint of tears.

“But I could never do something that would make you uncomfortable, so if-” She never got to finish as Carrot took that moment to lean forward and plant a greedy kiss upon her lips. Though understandably surprised, Cup Cake was quick to lean into it, letting out a pleasant mmmm.

“L-let’s do it!” Carrot squeaked once she had pulled away. She had worried the kiss would feel uncomfortable or awkward, but instead it had felt about the same it always did. Mare or stallion, a kiss with Cup Cake was just that. Amazing no matter what form she had.

“A-are you sure Carrot darling? I appreciate you wanting to make me happy, but I want you to be happy as well.”

“H-Honestly part of me is scared.” Carrot replied with a shiver, “yet the thought of exploring it… I have to admit it’s kinda exciting, a-and I know I can trust you.”

“You can.” Cup Cake replied flatly. “Dear, I want this immensely, and I thank you for giving me the chance to explore this fantasy, but if at anytime it gets to be too much for you, say so. We’ll stop right then and there. I promise you.” Both gave each other the kind understanding smile any married couple would know. It was true that Carrot didn’t think tonight would go in such a direction, but the goal had remained the same from the start. All she wanted was to give her wife a night she’d never forget. One that would be remembered fondly. If that meant being a mare for the night then so be it.

“T-thanks sugerplum. So… shall we?” The grin she saw on Cup Cake’s face made her heart flutter. It’d been a long time since she’d seen her this happy.

“After you my little angel.” Cup Cake said rushing to the stairs. “Ha! That can be your name for the night! Angel Cake!” Carrot’s eyes narrowed.

“Let’s not get carried away now…” She deadpanned, following her wife up the stairs.

* *

“Alright Angel Cake, just lie down on the bed.”

“You’re seriously going to keep calling me that aren’t you?”

“But of course darling! It fits you so well!”

Angel Cake sighed as she got up on their bed to lie on her stomach. While never particularly aggressive before tonight, Cup Cake could be very stubborn about the silliest things. It was her idea to add healthy lunch alternatives to their menu despite the shop literally being called Sugarcube corner. Of course much like that instance, most of the time her stubbornness paid off. Guess she was just going to have to get use to being Angel Cake tonight.

“Okay now roll over.” Cup Cake instructed. Carrot was just about to do it, when Cup Cake suddenly seemed to change her mind. “Wait! Wait! Not yet!”

Angel stared in confusion as her wife dived into their closet, throwing random articles of clothing behind her as she searched for something. After a few minutes, Cup Cake gave a squeal of victory before pulling out their camera.

“Before we go any farther I have to get a picture!” Angel Blushed.

“A-a picture of me like this? I don’t know…” Cup Cake huffed.

“Oh come on deary, what are you afraid of? If anypony ever saw it they’d think it was your sister or something.” Angel squirmed in place. She supposed that made sense.

“W-well I guess that’s true…” Cup Cake nodded.

“So come on, please? Pretty pretty pleaaaaaase?” She asked fluttering her eyelids. Finally Angel sighed.

“Oh alright, but only if I get to take one of you!” Cup Cake clapped her front hooves in glee, making her look both cute and sexy.

“Oh but of course darling! It’s only fair. Here! You can go first!” She cried picking the camera back up to place in front of her on the mattress. “Oh! Oh! Let me get a good pose!”

Much to Angel’s amusement, Cup Cake spent a good few seconds trying to find the perfect position to take. She smiled as she got the camera ready. That was her Cup Cake alright. She could be so silly when she got eager like this. She could recall this one time in the shower…

“Ready!” Cup Cake called out, breaking Angel from her thoughts. Guess she got lost in the memory. Picking up the camera and aiming it at her, she almost dropped it again. There, standing with her rump facing her was Cup Cake in a pose that would have given her a fast hard on had she still been male. As it was she swore she felt an odd wetness in her nether regions.

Cup Cake had her tail raised in a very inviting way as she shook her flank a bit to tease her. She was looking seductively over her shoulder, her mane dripping down her back and sides almost like water, except they retained their curls. Finally she had slightly raised her right leg which somehow only added to the allure. This hadn’t been the first time Angel wished she had taken up Cup Cake’s offer to head to bed rather than drink the potion vial.

“Well are you going to take the picture?” Cup Cake asked causing her to shake her head. Yes, the picture. She might not get to rut this mare tonight as a stallion, but she’d always have a picture to remind her of this. The camera flashed as she pressed the button, feeling a shiver of longing in her body. Maybe she could convince Zecora to give them another of this potion for the future. She certainly wouldn’t mind having Cup Cake take this form again. Sheepishly, she almost wished she could keep Cup Cake this way for good.

“Okay, your turn for a picture!” Cup Cake chittered as she bounded over. It made Angel laugh. She looked just like a filly in a candy store. She was glad it was just the two of them, seeing her wife like this was causing most of her apprehension to wash away. How could she be worried when this was the mare with her?

“Okay, now give me a good pose!” With a nod, Angel crossed her front hooves and gave what she believed to be a pouty face to the camera, even tilting it slightly to the side for added effect. Cup Cake didn’t seem impressed though.

“Oh come on dear, surely you can do better then that!” Angel blinked.

“What’s wrong with this? It’s a classic look of affection.” Cup Cake snorted.

“Yes for grade school colt and fillies! I was hoping for something a bit more for adults,” she sighed. “Still you aren’t really a mare, guess I shouldn’t expect too much.”

For some reason those words really stung for Carrot. She could be a good mare if she tried! Maybe that was the problem. She still kept thinking of herself as a stallion, and as Carrot Cake. Why limit herself? It was only for one night after all. She could fully embrace being Angel cake, and really give her wife the experience she deserved.

“Oh yeah? Well if that’s too tame for you, then how about this?” She asked, taking off her hat and throwing it on the night stand. With that gone, she shifted her position so her stomach was facing Cup Cake, crossing her back legs in a way that gave the illusion she was aroused. Next she shook her mane out a bit, to give it a more free, enchanting appearance as she propped her head up on her left hoof. Taking a deep breath, she let out all her resistance and nervousness as she glanced over at her wife. She wasn’t a stallion trapped in a mare’s body right now. She was simply a pony who desperately wanted to make her significant other happy and aroused. With that she gave the best bedroom eyes she could muster. This time she knew she struck gold when she saw the deep blush spring up on Cup Cake’s cheeks.

“Y-yes, that’s much better.” She stutted as she snapped the picture. Cup Cake had no idea Carrot could look like that as a mare! She really was embracing this Angel Cake roll for her full force. She’d have to remember to find a way to return the favor when they were back to normal.

“Okay, now for the real fun.” She said, licking her lips. Carrot, no Angel, she reminded herself, looked nervous, but no longer afraid. She was such a lucky mare to have married this stallion, and even luckier to have him as this sexy little minx on her bed. She only wished she had summoned up the courage to talk to him about this years ago.

“Now, as I was saying before, lay on your back, stomach exposed.” With a nod, Angel did as directed, rolling over to expose her bare belly to the world, her legs curled up cutely, much the same way a dog would in this position.

“Remember, if at any point you feel uncomfortable, tell me to stop.” Angel nodded while Cup Cake continued. “Ready?”

“R-ready as I’ll ever be.” She responded with a shiver. Smiling, Cup Cake slowly placed her hoof in the center of Angel’s belly, before beginning to slowly move it up and down.

“Oh!” Angel squeaked out in a coo, causing Cup Cake to grin. She hadn’t mentioned it to Carrot yet, but she had imagined her with a very sensitive tummy. She could still recall just how wonderful it felt to have her own tummy rubbed by him when she had been pregnant with the twins. She could only imagine how it’d feel for Angel here if she got with foal. Of course given how nervous Angel already was, she opted not to remind the mare that technically she could do that now. With luck she’d not realize it herself either, after all it was just this one night.

“Mmmm,” Angel murmured as her wife continued to rub her tummy. D-did all mares have a stomach this sensitive to the touch? She was going to have to remember to do this to Cup Cake more often! Seemingly melting into the bed, she lay there content to let her do this for the rest of the night, till the hoof suddenly brushed against something that was most certainly not part of her stomach!

“Ah~” She cried as the hoof began to gently massage one of her teats. The feeling was incredible! H-how could these little nubs produce so much pleasure!? Why couldn't stallions have some sort of nipple if they felt this good!? The feeling was nearly indescribable! The best she could compare it to was when Cup Cake would rub the head of his dick! While both were nearly as sensitive, the feeling of pleasure would always accumulate in the head, while her teats, they seemed to send out small ripples of bliss each time they were rubbed.

“Eee-ahhh!” Angel heard echo about the room. Who was making those noises? They sounded so cute and feminine. It was turning her on even as she listened.

“O-Oh Cup Cake!” It cried suddenly. Cup Cake!? T-that voice was hers! That’s what she sounded like!? How could she possibly sound like such a sexy mare!?

“Enjoying yourself?” Cup Cake asked with a giggle. She could only mewl in pleasure for a response. Dear Celestia even that sounded arousing!

“Good, because it’s time for phase two.” Cup Cake replied as she crawled into bed beside her. Angel only had a few seconds to ponder what that meant when she felt the hoof return, though this time it rubbed a very different place then her teats. This time it had rubbed her now very moist marehood.

“EEEE!” She cried out with a gasp. Having a dick never gave her this kind of feeling, and that was just from one stroke!

“T-that… Dear Celestia what was that!?” She asked, still shivering from it. When they had started this, she thought she’d have to back out when they got to touching there. Not only had they gotten to it far earlier than she imagined, but instead of wanting to stop, she only wanted to continue that much more!

“That was the joy of marehood.” Cup Cake replied with a grin. “Now let me show you why being a mare can be fun.” With that she began to stroke against it once more, earning her several more cries of joy in the process.

Without realizing it, Angel had begun to kick her legs in an almost running like motion as Cup Cake continued to please her. With each stroke she could feel her body convulse with the euphoria of it all. As Cup Cake stroked the new mare, she felt her other hoof snake it’s way under her body to start stimulating her own slit. Angel had come out better than she ever hoped. She was cute, sexy, adorable, and the big goofy dork her husband had always been. Just now in a smaller package.

Working feverishly to bring her wife to orgasm, she felt a small pang of regret that she’d revert back to Carrot Cake in the morning. She really wouldn’t mind keeping this mare around for a while. Maybe in time she could convince Carrot to give being a mare another try. It certainly looked as if she was enjoying herself.

As for the new mare, she had begun to feel a strange warmth build within her. It reminded her vaguely of how she felt right before ejaculation, though with that she’d feel a pressure in her dick that might caused a slight sense of butterfly’s in his tummy. He got a similar feel of fluttering inside him like this, but it seemed to be coming from more than just her stomach. It was as if her nerves were all patched into a guitar that someone was strumming rather quickly, producing a sound and experience that was truly mind numbing.

This felt like it went on for a full minute before finally, she felt the heat build up explode. Fireworks were the only thing that could come to her mind as their eruptions of ecstasy rocked her body. T-that was what a mare felt like when they came? No wonder some would call it the fairer sex. In truth, she didn’t think it was worse than her male ones, just a lot different.

“Hmm, I see you finally came.” Cup Cake cooed before pulling her into another kiss. This time she forced part of her tongue into her own. Angel was a little shocked, but it wasn’t like they hadn’t shared such kisses before. With a content sigh, she pushed back with her own mouth, letting her tongue explore as well.

After tongue wrestling for several minutes, they finally had to stop to take a breath. Angel took this moment to nuzzle her wife.

“Happy Hearts and Hooves day dear.” Pulling back her head, she expected to see a smile upon Cup Cake’s face, and though she was met with one, it wasn’t anything like she expected. Instead of being thankful and happy, the look upon Cup Cake’s face was one of amusement and playfulness.

“We’re not done year darling.” She said simply with a bat of her eyes. Angel felt her own eyes widen.

“We’re not? B-but what else is there to do? I-I don’t think I can handle any toys…” Cup Cake shook her head.

“I won’t do that to you deary, but you seem to not have been paying attention tonight. Which one of us has gotten pleasured?” Angel was about to say both of them, when she suddenly realized that only she had been given any sort of attention. First Cup Cake had given him a blow job, then she had shown her the pleasure of a mare’s orgasm. She had never actually gotten any love herself.

“O-Oh my! I’m so sorry honey! I’ve been hogging all the attention for myself without returning the favor!” It was weird talking to Cup Cake like this, being she was still laying on her back.

“I’ll make it up to you right now!” She cried getting ready to find a way to squirm back upright before a particular thought struck her.

“Er, how should I do that while a mare?” Naturally her first thought turned toward the penis she no longer had. She knew there were other ways to please her wife, but her recent orgasm had left many of her thoughts scattered.

“Oh don’t worry about that. I know just that thing that will give pleasure to us both!” Cup Cake sing songed, though Angel stared at her in confusion.

“But I’ve already received so much, shouldn’t we focus only on you now?” Cup Cake began to giggle again as she drew closer.

“Nonsense, you’re the one who sacrificed more tonight. Not only did you get the potions and restore to me my youth, you’ve also put up with being changed into a mare by your selfish wife, and let her have her way with you.” This wasn’t clearing up Angel’s confusion.

“B-but you made it sound as if you wanted sexual pleasure now-” Again Cup Cake giggled.

“I do, and I will, but that doesn’t mean I can’t give you just a bit more attention yourself. After all there is still so much to being a mare you haven’t felt yet, and we only have the one night.” Well, Angel still didn’t get it but figured her wife would explain shortly.

“Well if you say so, let me flip back over-” She began, but Cup Cake stopped her by placing a hoof on her tummy.

“No, stay like that. It’s the perfect position for what I have in mind.” She said with a sultry tone. With a wink, she crawled over to stand above Angel. Playfully, she leaned down and gave her muzzle a loving lick, before turning her body around and slowly lowered it so her maidenhead was a mere inch from Angel’s mouth, lifting her tail enough to give her a good view of the winking opening.

Now Angel not only understood what she had meant, she knew just what to do. Intrigued, she wondered if being a mare would make this taste or feel any different than when she’d eaten her out as a stallion. Eager to return some of the favors, she leaned forward and gave the slit a good long lick.

The shudder she saw go through Cup Cake pleased her. Interesting enough, it did taste a bit different than it did while she was a stallion. Cup Cake somehow tasted a bit sweeter than she usually did. The only thing was she wasn’t certain if that was from the change to Cup Cake’s body, or her own. Pushing those thoughts aside, she delivered another couple of licks, preparing to get her worked up a bit before any probing, when Cup Cake’s tongue suddenly brushed against her own slit.

“Meeeeeeeeeep!” She screamed into Cup Cake’s maidenhead as her entire body convulsed from the feeling. Back when she had been a stallion, Cup Cake would sometimes suck his dick when they got into this position, one usually reserved only for their anniversary or his birthday. Not only was she not expecting her to be so eager again, but she forgot she didn’t have a dick to suck anymore. Instead she had the same kind of little slit like the one she was staring at right now.

“C-cup Caaaaaaaaaaaa!” She cried, the end part of the name getting lost as another blast of bliss shot through her body. The feeling! She thought just having it rubbed was exciting, but that was nothing! That was merely first base, while this was a bucking home run!

“Yes deary?” Cup Cake called back with amusement clear in her voice. “Enjoying being on the other side of the fence for once?”

“Y-Yeah…” She breathed trying to get her heart to stop racing. Much to her surprise, Cup Cake didn’t seem intent to give her any recovery time as she began to taste her marehood once more.

“O-Ohhhhhhhh!” She screamed, while her body continued to squirm. She was vaguely aware of her legs kicking from time to time as her moans filled the room. Damn, she thought she sounded hot and sexy before! The sounds emitting from her body now would give any stallion blue balls. What really got to her was the fact she didn’t care! Let her voice have that effect on stallions! Let them lust after her hot little body! If it meant pleasure like this, then her stallion pride be damned!

After about a minute later, she realized she wasn’t giving Cup Cake any pleasure. Scolding herself for forgetting, she went back to work, determined to make Cup Cake cum before her. With a devilish grin of her own, she waited just long enough to get her worked back up, before pulling out her secret weapon. Pushing her tongue past Cup Cake’s folds, she licked a very particular spot. A particular little nub she had learned the location of long ago from their many years of marriage.

“AHHHHHHHHHHH!” She heard Cup Cake cry in sudden wonder as she began to tease Cup Cake’s magic spot. The secret spot that every mare in the world had which was like a switch for turning them on. She was skilled enough to please her as a stallion doing this, so she wasn’t going to have any problems as a mare.

She could also tell that Cup Cake was nearing the edge when she began to rub her teats on her chest. The feeling make her gasp. This was also fairly new as she couldn’t remember feeling this when they did it before. Without even thinking about it, she began to raise her own hips,in order to rub her own teats against Cup Cake.

Once more her mind was blown by just how different the experience was to have mare parts. The rippling pleasure was back in full force that was quickly joined by the other sensation of her slit being teased by a tongue. As time went one, she was finding it harder and harder to focus on anything but trying to make Cup Cake climax. Any thoughts of being a stallion had been pushed aside. All she was right now was a horny, needy little mare, and what she needed was to cum.

Just not before she got her partner off first. Something which should be any moment now given her advantage. An advantage she quickly lost when Cup Cake managed the one thing Angel still hadn’t counted upon. She discovered Angel’s own sweet spot.

The sudden spike in pleasure was enough to cause her to shove her muzzle straight into Cup Cake’s pussy with a muffled moan. Screw having her slit licked being like hitting a home run! Having this was winning the Equestrian world series!

“O-Oh Cup Cake! OH CUP CAKE YES! YES!” She screamed as she felt her lover’s tongue tease her little ‘ecstasy’ switch. Her mind was a blank save for the multitude of colors flashing before her eyes. She could feel her hips contract her her inner walls slamming them shut, as what felt like a torrent of her juices rushed out of her. Despite all this, some small part of her brain reminded her that Cup Cake hadn’t climaxed yet, allowing her to plunge her own tongue back into her folds.

The sound of Angel’s orgasm along with the sudden re-intrusion of her tongue was enough to push Cup Cake over her own edge.. Though she had managed to remain fairly quiet through the night, this finally elicited a rather throaty moan of her own. Thank goodness the building was empty. As it was she felt she might need to discreetly talk to the neighbors about the possibility of them hearing this.

They laid there for several minutes, too drained to move, letting both their minds and bodies recover from the incredibleness they had just experienced. For Cup Cake it had been exactly what she had been hoping for. Sleeping and fooling around with Carrot Cake was always pleasant for her, but there was just something said to having a mare in bed with her. Being she knew how their body worked, she was able to have so much fun teasing said mare. Though what really surprised her was the fact this seemed all the more arousing that she knew this pony beside her was really her husband as a mare.

Not only did this give her a cute sexy minx for her bed, but she just looked so adorable given her inexperience with being female. She was definitely going to have a talk with Zecora about getting more of this potion. This was not the last time she wanted to have Angel in bed with her. Not by a long shot.

Angel Cake, or Carrot, was having conflicting thoughts of her own. While she had certainly been against being a mare at first, in the end she couldn’t say she regretted the experience. Being this small, she still felt a bit vulnerable, and was way too embarrassed to venture outside like this, but having the body wasn’t bad. It wouldn’t be right away, but in time she just might see about taking this form again for a night. Of course she still wanted to talk to Zecora about getting more of that potion for the chance to get Cup Cake back into the young sexy body she had now. She still wanted to stick her dick in that!

“I love you sweetiebunch.” Cup Cake whispered, shifting around so she was cuddled against her. Angel simply smiled and snuggled back against her. Cuddling like this felt really nice right now.

“I love you too snookums. I hope you had a great Hearts and Hooves day.”

“I did, and it’s all thanks to you, my sexy little minx.” She replied back giving her a nuzzle. Despite it all, Angel felt herself giggle. Wow I sound so girly.

“Well enjoy it while it lasts. I don’t think I have the will to try anything else tonight, and I’ll be back to my old self in the morning.” She licked Cup Cake’s neck as they lie there. She wouldn’t admit it out loud, but she was actually going to miss this body.

“Mmm, that’s fine, you’ve done more than enough for me tonight.” Angel laughed.

“I’d say! I can’t wait to be a stallion again. If this wasn’t a gift I’d say you owe me.” Cup Cake grinned widely.

“W-what’s with that look?” Angel asked feeling a slight twinge of fear. What was she thinking about now?

“Darling, you realize you just found out your wife is okay with having both stallions and mares in her bed right?” Slowly Angel nodded.

“Yeah…” Why bring that up now? Cup Cake merely giggled at her confused expression.

“Honey, I’m saying that when you’re a stallion again. I’d certainly have no issues with us inviting another mare to our bed to play.” The words bounced around in Angel’s head before her eyes widened.

“Y-You mean a threesome?” Cup Cake nodded with a laugh. Angel felt a heat swell up in her again. A threesome, and his wife was perfectly okay with it! Looks like their sex lives from now on was about to get a lot more interesting.

Author's Note

Almost done, click to the next chapter for the epilogue!

This is my first time writing mare on mare action, so I understand if it's terrible. ^^;

The Next Morning

Zecora trotted down the path to Sugarcube Corner in silent content. While her day yesterday had been void of companionship, she still felt a sense of accomplishment for being able to give her good friends the Cakes a present to make up for their ruined plans. Remembering the smile on Mr. Cake’s face was enough to drive away any sorrow she could have felt for herself.

Regardless, Hearts and Hooves day was now over, and she was on her way to grab her usual blueberry muffin like she did every Monday. Sure it made her a bit predictable, but she didn’t mind. It gave her an excuse to head into town at the very least. She was so happy that the townsfolk didn’t even bat an eye at her anymore. She was use to solitude, but it didn't’ mean she always enjoyed it.

Nowadays the ponies of ponyville would wave to her and even offer a greeting. Most now didn’t even blink when she walked by. A big improvement from the days when they’d run or hide in terror. Thus, she almost panicked when she heard the trampling of hooves behind her, flashbacks of the past creeping up in her mind. Thankfully they were quickly dismissed as the two stallions trotted right by her one of them even calling out a quick greeting as they passed. She had been too stunned to reply before the two were a good few bodies in front of her, trotting steadily along the path to the very shop she was heading.

“I still think you’re pranking me.” One of them said, his coat yellow with a brown mane and tail. His cutie mark appeared to be three blue horseshoes. “Mrs. Cake? Really?”

“I’m not kidding Caramel it’s weird!” The other one replied, a black unicorn with the mane and tail of blue sapphire. Evening Storm she realized as she trotted along a small distance behind them. He must have been the one to say hi. They didn’t really talk much, but she did know who he was.

“She looks around our age!” Evening continued looking rather excited. “She’s… well she’s really pretty. N-Not that I thought she was ever ugly!” His companion Caramel just waved his hoof.

“I know what you meant, but seriously? She looks that different?” Zecora had to smile as she followed the two stallions. Sounds like her friends put those potions to good use after all. She knew they’d use them well.

“Wow, I bet Mr. Cake is happy then!” The look on Evening’s face mellowed.

“That’s the weird thing, nopony has seen him all morning. I mean the place opened right on time as always, but when Thunderlane and Rumble went to get some early morning treats, they found Mrs. Cake manning the registers instead, and according to them, she looks like she just stepped out of the pages from a modeling magazine.

“Didn’t they ask about Mr. Cake?” Evening shrugged.

“I don’t know if they asked. No pony who’s been there that I’ve talked to has seen him, but then again word hasn’t spread that far yet. That’s why I want to check it out now before a crowd forms.” Though the two continued to talk, Zecora was too busy focusing on the news that Mr. Cake hadn’t been seen. Somehow she had a bad feeling about this. Good thing she was already on her way.

* *

“Hello boys, welcome to Sugarcube Corner,” Mrs. Cake called out cheerfully as the three entered the establishment, though Zecora was still a good couple of paces behind them, so she wasn’t too upset she hadn’t received a greeting as well. The shocked expressions of the two stallions confirmed what Zecora has suspected. Standing behind the counter was a rather lovely looking mare with blue fur and a long pinkish red mane and tail. Even with the drastic alteration, anypony could tell it was still Mrs Cake, just a much younger and admittedly rather attractive version of her. They most certainly had taken the potion, but then where was Mr. Cake?

“What can I get for you two?” Mrs. Cake asked, her face beaming. Zecora didn’t doubt for a second that she was enjoying every minute of that new body. The two before her were still trying to stammer out an answer from their shock when Mrs Cake finally spied the lone Zebra.

“Zecora!” She cried trotting around the counter and past the stunned males. “I’m so glad you finally made it here for your usual! My uh, partner and I have a rather big question to ask!”

“Many greetings to you, my friend who is blue” Zecora replied with a smile, “with that form I see, you enjoyed the gift from me?” Startled the mare nodded with the slight hint of a blush.

“Oh yes! Very much so, but that’s the problem! I’m still in it!” Zecora tilted her head in confusion.

“A body so youthful and spry, to posses it is a problem you imply?” Mrs. Cake had to take a moment to process what Zecora said before shaking her head.

“No no, I love this body!” She said waving a hoof over it. “It’s not mine I’m talking about it’s-”

“Is that Zecora!?” Another voice suddenly cried from the direction of the kitchen. Zecora found the tone oddly familiar. As if they were mimicking a pony she knew. Before any of them had a chance to react however, a very cute yellow mare burst from the doorway to run directly up to her.

“Oh thank Celestia you finally made it here Zecora! You have to help us! We didn’t change back!” She rambled, her orange mess of a mane bouncing up and down as she pranced in place, clearly distraught. Zecora could only stare at the young lady as she tried to process how she knew her name, or why she was acting so close to her. What was it she said? They hadn’t changed back? With a start she looked at the mare’s eyes and cutie mark. No doubt about it! They were the same as his!

“Why, as ponies say my goodness sake!” Zecora cried, before suddenly lowering her voice so only the two beside her could barely hear. “Is that you I spy dear Mr. Cake?”

“Yes! Yes!” The mare cried still jumping in place, her voice also a whisper. Oddly enough the tone she was using seemed to fit the low volume rather well. “We took the potions last night as directed, except when we woke up this morning we hadn’t changed back!” Zecora blinked.

“Of course that’s what you saw when you woke. Did you not hear the time limit I spoke?” Mr. Cake, though it was hard for Zecora to see this young mare as him, simply stared at her blankly.

“I-I don’t remember a time limit. I-I thought it’d wear off in the morning!” She cried.

Oh no, Zecora thought to herself. It seems she hadn’t gotten that information across properly when explaining the potion. Why did this always tend to happen with her?

“Well, this is rather awkward my dear, but I’m afraid I may not have been all that clear. Though what I say now may not be the answer you seek. I mentioned the time when I said it’d really make your week.” Mr. Cake’s eyes bulged.

“A-A week!? I’m going to be stuck like this for a week!?” She cried, one of her eyes twitching. Mrs. Cake was quick to move to her side.

“H-Honey, it’s going to be okay! You’ve got me here! M-maybe there is a way to cancel it out?”

“C-cancel?” Mr. Cake repeated before her eyes brightened. “Y-Yeah! How do we cancel it?”

Zecora however, sadly shook her head.

“I’m afraid an end to the transformation you can not force. The only way back is to let it run it’s course…” Mr. Cake’s pupil’s shrank.

“T-then I’m really stuck this way for a week?” Again Zecora nodded.

“O-Oh, I see.” Mr. Cake said, taking a few steps away from them. “An entire week…”

“S-sweetiepie?” Mrs. Cake asked concerned. Mr. Cake didn’t seem to hear her, instead she seemed to stare at her reflection in a nearby window for a few moments before finally moving again.

“Ohhhh-” She cried toppling sideways. Both Zecora and Mrs. Cake cried out in shock as they tried to rush toward her, only for a blue aura to engulf her frame, standing her back up right.

“U-Um miss? You okay?” Caramel asked waving a hoof in front of her face. Evening trotted up next to him, concentrating on using his magic to keep her from falling. His gazed turned toward Zecora and Mrs. Cake.

“Should we call Nurse Red Heart? Get her to a bed?” He asked worryingly. Mrs. Cake could barely sigh in relief, before attempting an answer. She hadn’t expected her husband to faint! He’d never done that as a stallion!

“Nurse?” Mr. Cake muttered, regaining her wits. “No! No! I’m fine! Just a dizzy spell! Tee hee!” She said standing up. The last thing she wanted was some doctor or nurse poking or prodding her after learning about her magical sex change.

“Are you sure?” The black stallion asked with worry, releasing his magic. “That looked rather sudden…”

“Yeah, it could be heat exhaustion or something. Maybe you should take it easy.” Caramel added, his expression matching Evening’s own. Carrot looked up at both of them in awe. She knew both of them, and yet they didn’t seem to recognize her at all! Wow, maybe she could get away with being a younger sister or something. E-especially if she was really s-stuck.

She shook her head. No, that’s just what Zecora said now. Maybe there was a way she didn’t know about. She couldn’t give up just yet. Looking up again, she realized she hadn’t given an answer yet. Best not to seem too suspicious.

“I’m uh, very sure. I just turned around too fast or something. I’ll be fine.” She tried to give them her best smile. Better to defuse this before it escalated.

“Yes, she’s fine darlings,” Cup Cake suddenly said, joining the conversation. “She just had some trouble sleeping last night. I’ll get her to take a nap soon.” Angel shot her wife a grateful look. What would she do without her?

“Well, if you need us to help with anything we’ll be glad to.” Evening said giving a slight bow. “I’m sorry we had to meet like this. I’m Evening Storm and this is my friend Caramel.”

“Hello!” Caramel said giving a slight bow. “May we ask your name?”

“M-My name?” Carrot said, wracking her brain. The one given to her by Cup Cake last night immediately leapt to mind. “I’m Angel Cake! Carrot’s younger sister!”

“Pleased to meet you.” Evening replied, giving his own little bow. Caramel mirrored the statement.

“I hope you get to rest soon.” He added giving her a smile. Angel felt herself relax a bit at that. They really were very nice colts. He knew they were good ones from seeing them around town, but the fact they had seemingly lept to her rescue like that just proved it.

“I didn’t know Mr. Cake had a sister.” Caramel commented.

“I guess you live far away?” Evening added. Again Cup Cake was quick to answer.

“Oh yes, she lives pretty far. She’s only visiting for the week while my husband is away on a business trip. Bad timing really. He left this morning.”

“Aw that sucks. I’m sorry you missed your brother.” Evening said. Angel tried waving it off.

“O-Oh that’s okay, I’m sure I’ll see him soon.” Looking back at the two, she felt a weird tingle flow through her. Something about them seemed different for some reason. Was it how they looked? She didn’t see anything that had changed. They were still the young, handsome studs they’d always-

Her mind froze. Staring, she took a good long look at Caramel, and then another at Evening. For a few seconds there was nothing, causing all present to almost voice concern for her again, before suddenly Angel simply turned and marched right back into the kitchen without another word.

Not happening! She cried in her head. I didn’t think that! NOT HAPPENING!

“Uhhh…” Evening asked, turning toward Mrs. Cake. The blue mare just shrugged.

“She’s shy at times,” she offered as they both gave her an odd look. “Why don’t you two sit down and I’ll come take your order in a bit?” Thankfully, neither seemed to have any objections to that, as they walked away, allowing Cup Cake to take a breath.

“I hope you do not find this question rude…” Zecora began once they were alone again. “But why change your husband into a mare from a dude?”

“Err… Well let’s just say I swing both ways…” She replied with a blush. This was not the sort of thing she wanted to talk about right now. “Zecora, we really do thank you for the gift, but are you sure there isn’t a way?” Zecora sighed.

“There is no way that I am aware, but another look I shall prepare, and when she returns to us this night, I shall compare my notes, with Princess Twilight.” Cup Cake smiled.

“Thank you my friend. While I’m enjoying having this body and my husband as a mare,” She blushed at the last part, “I’d never forgive myself if I didn’t make absolutely certain I couldn’t change him back sooner.”

“A great spouse you truly are,” Zecora said, her gaze turning toward the kitchen doors. “Stay by your husband, and don't stray too far.” Cup Cake nodded.

“If she’s really stuck, then I have to. She’ll likely need my support. Though I have a feeling it shouldn’t take too long before she’s able to handle it. My Carrot Cake was always a strong one. Did you know I suggested we find you as soon as we woke up unchanged? It was her who suggested she be the baker this morning as we waited for you to get your usual.”

“I’m sure your husband will be just fine.” Zecora’s stomach chose that time to make a rather noticeable growl, causing her to blush. “May I perhaps get that usual in the meantime?” Cup Cake couldn’t help but laugh.

“Take a seat Zecora. I’ll bring it right out!”

* *

“How are you doing?” Cup Cake asked, as she trotted into the kitchen area. Much to her surprise, Angel was already hard at work, preparing the next batch of cup cakes.

“I-I’m trying to focus on work to keep myself sane.” She replied with a shiver.Cup Cake sighed.

“Is being a mare really that horrible?” Angel blushed.

Being a mare? No. She thought to herself. It’s the other part I refuse to think about that’s bad.

“W-well okay no, it’s actually very interesting, I just- well I-”

“Would rather be back to normal. I know deary.” Cup Cake finished, nuzzling her neck. “Zecora is going to take another look at her books and talk to Twilight about it. If there is a faster way we’ll find it.” Angel finally seemed to relax at those words.

“Thank you snookums.” She said giving her a nuzzle. “Have I told you you’re a wonderful wife?” Cup Cake giggled.

“You could mention it more often.” She gave Angel a quick kiss on her cheek, before turning serious again.

“Darling, about having a wonderful wife. I don’t think it’s a good idea to shut yourself away this week if… you know…”

“I-I know sweetie. I know. I’m not going to faint again I promise. Truthfully I don’t mind that much being a mare for a week if ponies think I’m my younger sister like Evening and Caramel did. Just, let me take it slow.”

Cup Cake didn’t think such a thing needed to be said. She had almost fainted out there after all, but after looking her over, she could see that there was some genuine curiosity on her face. This just might work out after all.

Rubbing up against her temporary wife, Cup Cake’s mind began to drift back to the two stallions in the dining room still waiting to order. Now that she was their age, she couldn’t deny they looked rather nice. If she wasn’t married, she’d have contemplated asking them out.

Glancing back over at Angel Cake, a grin tugged at the corners of her mouth. Angel probably didn’t think she noticed, but she had caught the looks she’d be giving them. She had desired for a mare to be bi-sexual like her. Looks like the potion had delivered once more. Tapping her chin, she thought it over.

She wouldn’t force it, and she’d make certain Angel was really stuck for the week first, but if so, and with a bit of helpful encouragement. Perhaps that threesome they discussed last night wasn’t off the table just yet...

Author's Note

There you have it. Just a cute simple little story I wanted to write for Valentines day.

Fun fact: This story began with the idea of Mr. and Mrs. Cake drinking the wrong vials, and both becoming the opposite sex. I later changed it to Mrs. Cake having a thing for mares, as I thought that was more interesting to write.

As for why Mr. and Mrs. Cake it's because no one ever genderswaps them. I've seen like Thirty stories about Shining Armor and Cadance swapping gender and the like, but never Mr. Cake. So I wrote this.

Hope you all enjoyed it!