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. ^^;