“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