Topsy-Turvy

by Klamnei

Rating: mature
Tags: Other, Drama, Porn, Fetish, Caramel, Discord, Sex, Slice of Life, My Little Pony: Friendship is Magic
Length: 15328

Stormfeather is in a slump. His best friend Caramel thinks all he needs is a nice night out with a mare. A certain draconequus decides to assist with this.

This story is a commission for Anonymous.

Stormfeather's had a rotten string of luck lately. He wasn't able to make the Wonderbolts, he's been unemployed for nearly a year, and his love life is nonexistent. He's tried to stay positive in the face of it all, but the repeated rejections have started to wear on him. His best friend Caramel wants to help, but there's only so much he can do if Stormfeather doesn't want to listen.

It all comes to a head one night at the bar, and after a small spat, Caramel decides to take matters into his own hooves. A night out with a mare is what Stormfeather needs, and if he can get that, he'll surely get his confidence back!

Problem is, Caramel hasn't had much luck with the ladies, himself. And even if he did, Stormfeather's attitude hasn't been exactly stellar. It would take a special lady to pull him out of the dumps, somepony patient, considerate, and caring. Mares like that are few and far between, and who knows where he might—

Why is that weird pony with the red eyes smirking at Caramel?

Contains: Genderswapping

Thanks to Troublesome Beast and Themaskedferret for prereading!

Published 2016-06-20 20:10:02 UTC
Last updated 2016-06-21 12:48:15 UTC

Chapter 1

Chapter 1

=========================================================

Mr. Stormfeather-

Thank you for applying and taking the time to interview for the Humidity Technician position with the Ponyville Weather Team. We received over seventy-five applications for this role, and as such, there was a great deal of competition for it.

Unfortunately, at this time, we’ve decided to pursue another candidate for this role. We will keep your resume on file should another position open up, and if we think you’d be a good fit, we will contact you via mail.

Feel free to apply again if we advertise for another position that fits your skills. We wish you the best of luck in your job search, as well as your future endeavors.

Regards-

Cloudchaser, Assistant Weather Manager

Ponyville Weather Team

=========================================================

Stormfeather sighed and crumpled up the letter, tossing it over at the wastebin. It didn’t make it in, though, because the bin was overflowing with other, similarly themed letters. “Shit! Shit, shit, shit… shit! Just… shit.”

He flopped onto his couch and stared listlessly at the far wall, a pit in his gut forming that drained away what little energy he had. He’d had a good feeling about that interview, too! Thought he’d actually had a shot this time.

“So much for that,” Stormfeather muttered to the empty apartment. “I’ll bet anything Windfall was the one who got it. Knew I didn’t have much of a chance when I heard he was Thunderlane’s cousin...”

He’d been unemployed for almost a year now. He’d thought the Quills & Sofas gig would last, but he’d thought wrong. Ponyville wasn’t undergoing hard economic times, but for some reason he just couldn’t find a job. It was always the same. All the time, all the effort, everything to try and sell yourself to a company. Only to have it all fall flat, again, and again, and again. Waste of energy. Waste of resources. Waste of Celestia-damned everything.

Stormfeather felt hollow and empty inside. He was so spent doing this over and over again, and now he just felt tired. “I don’t understand. What am I doing wrong here? Is it me? Is it my resume? How I interview? Just bad luck?”

The walls had no answer for him. They just stood as they always had, marking the boundaries of tiny space he called home. His cutie mark may have been a shooting star, but that didn’t mean he was lucky. He held up a hoof and stared at his blue-gray coat, watching the muscles beneath flex back and forth. He was in great shape, but even with that, he couldn’t get any kind of gig. Not even a manual labor one.

His melancholy was making him drowsy. “Whatever... whatever. I’ll figure it out. I just need—yawn—just need to try harder… there’s a job around here I can find. There has to be. I’ll keep hunting in the morning… maybe I missed something in the classifieds. A sixth look couldn’t hurt...”

SLAM!

Stormfeather about felt off the couch. He looked over at the entranceway, hearing the sounds of somepony coming in through the door. There was only one other person with a key to his place besides him.

“Yo!” a male voice yelled. “Storm!”

Oh, ponyfeathers, that’s right. It was Friday, and that meant...

Stormfeather jolted upright. He shook his head vigorously to clear the drowsiness, then cleared his throat and called out.

“In here, Caramel!”

An amber earth pony poked his head around the corner. His brown mane momentarily fell over his eyes, but he blew it out of the way with an annoyed snort. “Oy. Ready to go?”

Stormfeather’s spirits rose a little. He and Caramel always went out to the bar Friday night. It was one of the few things he still enjoyed. “Y-Yeah. Just… uh, gimme a second, alright?"

Caramel gave him a tired look. “You forgot again, didn’t you.”

Stormfeather tensed. “N-No! Of course not! I just got a little sidetracked!” He looked around frantically for an excuse to latch on to. “I was… uh… cleaning! Yeah! S’really dusty in here!”

Caramel raised an eyebrow.

Stormfeather looked away. “...okay, so I forgot. It’s just hard to keep track of the days sometimes, you know? They all seem to blend together when—”

Caramel raised his hoof. “I get it, dude. It’s fine. Just hurry up, alright? I don’t wanna miss happy hour.”

Stormfeather nodded. “Right!” He scrambled off the couch and made for the bathroom. “I’ll just be a second!”

Caramel watched him leave, then glanced around the small apartment. It wasn’t much to speak of, but there wasn’t much his friend really needed at the moment. The place really was dusty, although he was pretty sure Stormfeather didn’t even own a duster. There were some clothes strewn about here and there on chairs and the couch, and the carpet was looking pretty grody, too.

“Wouldn’t kill him to do some actual cleaning,” Caramel muttered.

Spare papers littered the coffee table, all of which he noticed were classifieds of the newspaper going back as far as a month. Casually, Caramel looked through them, seeing that there were jobs here and there were circled with a marker… only to then be crossed out. The overflowing wastepaper caught his eye, and even from where he was standing, he could see that it was filled with crumped up letters.

Caramel exhaled out his nose. “Still no luck, I see...”

Stormfeather hadn’t been in very good shape since he’d lost his job. He’d been fanatically training for the Wonderbolts (to the point that he’d started to miss work) and when he didn’t make the cut, well…he hadn’t taken it well. He’d been trying hard since then to try and find something else, but he hadn’t had much luck, and the repeated rejection was starting to take its toll.

Stormfeather stepped out the bathroom. His blonde mane and tail were brushed, he’d put on a splash of cologne, and he was currently swishing some mouthwash. He smiled at Caramel and gestured for the door, grabbing his keys off the coffee table as he went.

Caramel rolled his eyes. “We’re not in that much of a hurry, dude. Calm down.”

Stormfeather’s ears twitched, but he shrugged. He straightened up some of the classifieds papers on the coffee table and tossed the clothes over in the direction of the bedroom, then went to the kitchen, where Caramel heard the sounds of gargling.

Caramel dragged a hoof along the floor. “Hey, uh, did you sign up for the Running of the Leaves yet? I know you’d said you wanted to participate, and the registration ends tomorrow.”

There was a loud, spitting sound, followed by Stormfeather’s squawk of surprise. “What?! I thought it ended NEXT week!”

Caramel shook his head. “No, it’s ends on the first. Same as every year.”

Stormfeather opened his mouth, but didn’t say anything. Quickly, he looked over at a calendar that was hung up by the coat closet.

“...today’s not the 23rd?”

Caramel winced. Stormfeather didn't just sound pissed, he sounded defeated. “It’s the 30th, Storm.”

Stormfeather groaned. “Oh, for cryingout loud… I can’t even keep track of the days!”

“Just go in tomorrow and sign up,” Caramel said. “No big deal.”

Stormfeather looked down at the floor, fuming at himself. “Yeah, yeah, I suppose you’re right. I’ll get it done tomorrow.”

Caramel gestured towards the door. “C’mon. We need to get you out of here for a bit.”

Stormfeather relented and pushed his thoughts aside for the moment. They’d still be waiting for him when he got back, but right now, it was hang out time. “Right. Let’s go.”

***

It was summer’s end in Ponyville, and autumn was right around the corner. Already, the days were starting to cool off, but the evenings were still pleasantly warm, the ground retaining the heat it’d soaked up all day. As a result, the nights were still rather active with ponies wanting to take advantage of the good weather, and the local bars and nightclubs tended to be a great deal more crowded.

Stormchaser and Caramel sat at their usual corner table of The Tipsy Manticore nursing their drinks. Stormchaser liked lighter beer, preferably ones that came with some kind of fruit as a garnish. Caramel, on the other hoof, had the drink he always ordered—a cucumber gin and tonic. A little bit on the peculiar side, as the bartender liked to say whenever they came in, but not the weirdest thing in the world. No weirder than the drinks that were served on fire, at least.

“Check out those two,” Caramel said, pointing out the mare and the stallion that’d just walked in. “Think they’re together? I’m thinking they are.”

Stormfeather looked. The mare was older, probably in her late thirties, and she looked like she wanted to walk right back out the door. The stallion, however, was younger, and his eyes lit up as he observed the crowded scene. He bodily pulled the reluctant mare into the shifting throng and made straight for the bar.

Stormfeather snickered. “Probably. Though I’m thinking that colt’s not gonna be on that girl’s good side after this.”

Caramel laughed as well. He sipped at his drink and leaned back in his chair, studying his friend with a critical eye. “So, enough beating around the bush. How’d the week go? You look like you just ran a marathon.”

Stormfeather’s ears drooped. “The Weather Team turned me down.” He took another pull of his beer and wiped his mouth. “I’m getting so… SO fucking sick of all these namby-pamby, politely worded rejection letters, Mel. They basically amount to, ‘you’re not good enough to do this job, and even if you were, there’s still somepony who applied that’s better than you.’ Celestia in a handbag, just once, just for fucking once, I’d like a company and just come out and freaking say it! Stop with the passive-aggressive bullshit!”

Caramel chuckled. “You might’ve gotten that if Rainbow Dash was the one in charge of rejection letters.”

Stormfeather rolled his eyes. “I almost wish she was. At least she’d be straight with me.”

Caramel swirled his drink, thinking. “Well, okay, so that didn’t work out. Where else have you tried? There’s gotta be somewhere else around town that’s hiring pegasi.”

Stormfeather gave him a dull look. “Sent out another bunch of apps, but haven’t heard back. Have you seen anything?”

Caramel bit his lip. He’d said he’d help keep an eye out for any jobs, but… no dice. Not even his company was hiring right now.

Stormfeather took the lapse of silence as answer enough. “I don’t know whether I’ve got shitty timing, I’m blacklisted, or something else, but I’m not getting anywhere with this. Everypony’s either not hiring right now, they need someone with skills I don’t have, won’t pay enough to sustain me, or I just wouldn’t be a good fit.”

He let his head fall onto the table with a thud. “I just don’t know anymore, Mel. It feels like nothing’s worked out lately. Not since the Wonderbolts Academy...”

“That’s not true, and you know it,” Caramel said. He jabbed Stormfeather until he sat back up. “Nothing’s worked out?’ How about the unemployment extension you got? How about your landlady being understanding about this whole thing? How about that you only have minimum bills to pay off, or that you had some savings built up to live off of? Hmm? How about all of those things?”

Stormfeather kicked at the table. “Well, yeah but… you know what I mean, don’t you? I mean, for Celestia’s sake, I shouldn’t even have those problems—”

“THERE’S that evil word we talked about,” Caramel said with an accusing hoof. “I ‘should’ this, I ‘should’ that. All you’re doing is making yourself feel like shit with that, Storm! You’re just running yourself into the ground! You think other ponies can’t pick up on that?”

Stormfeather sighed. “I’m not berating myself, I’m just… running out of steam, I guess. You can only hear ‘no’ so many times before it gets to you.”

Caramel sucked on his teeth. “It almost sounds like you’re giving up.”

Stormfeather’s wings hung listlessly at his sides. “I’m just about ready to.”

Caramel stared at him for a few moments in silence. This had been happening more and more lately, and while he wanted to help, he wasn’t sure that he could. “How are you doing on funds?”

Stormfeather’s expression remained neutral. “My... parents are helping me out with rent. Trying to help me not completely use up all my savings, and whatnot. I’m okay otherwise… for a few months, at least.”

Caramel studied him. “How much of your rent?”

“...half of it,” Stormfeather admitted. He looked like somepony had just yanked a tooth. “Please don’t tell anyone.”

“Well, no shit,” Caramel said. “What, you think I’m gonna get up on this table and make a song of it?”

The corners of Stormfeather’s mouth twitched. “I’ve seen you do crazier things. Especially when you’ve had tequila.”

Caramel laughed. “Ah, yes… good ol’ insanity juice. By the way, my offer’s still on the table to loan you some cash if need be. I know you don’t like borrowing money, but I’m not about to have you go hungry, or whatever.”

Stormfeather bowed his head. “I appreciate it. Hopefully, it won’t come to that.”

They fell into a comfortable silence then, just pony-watching and listening to the ambient music. Regulars came and went, chatting amongst themselves while their inhibitions were lowered. A few of them moseyed over and talked with Caramel and Stormfeather, but never for very long, and not about anything substantial.

Caramel watched the retreating form of a pegasus that’d just come over to say hi, one that he knew was from Cloudsdale. “Storm, I hate to say this, but have you considered broadening your search to other towns outside of Ponyville?”

Stormfeather, who’d been in the middle of stretching out one of his wings, took a moment to reply. “I’ve been meaning to, but I keep putting it off. I’d really, really like to avoid moving if I can help it.”

Caramel didn’t like what he was about to say next, but a part of him knew it had to be said. “It might be time to.”

Stormfeather made a disgusted noise. “No. There HAS to be a job here. I’ve seen the openings, I know there are companies hiring. I can do what they need done! I just have to convince them that I’m not a useless piece of trash.”

The words were like acid, and they burned their way into Caramel’s mind, causing him to flinch like he’d been slapped. “Whoa, whoa, whoa. You don’t really think that about yourself, do you?”

“Well, how else am I supposed to feel?!” Stormfeather suddenly burst out. “I’ve been getting shot down, week after week, month after month, for almost a fucking year! It’s hard to stay positive in the face of that! And if I don’t berate myself, then who’s going to? It’s the only thing that gets my sorry ass in gear!”

Caramel frowned. “By destroying your own morale and becoming a self-hating emo?”

Stormfeather scrunched up his face like Caramel had just force-fed him a lemon. “You don’t… that’s not…”

“But that’s what’s happening,” Caramel said. “And it’s starting to make you desperate. It's showing. You need to ditch that line of thinking if you wanna get back on your hooves, Storm. Ditch it like a bad habit, and never look back.”

Stormfeather didn’t reply. A small, quiet part of him knew that Caramel was right, but while that advice was sound, it was easier said than done. One didn’t just have a paradigm shift at the drop of a hat. The idea was there, though, so maybe he could work at it. Build it.

“Look at those two,” Stormfeather abruptly said. He pointed at a pair of unicorns over by the pool tables. “What do you think theirdeal is?”

Caramel looked over to where Stormfeather was indicating. A duo of mares, one green, one white, were taking turns shooting with the same pool cue. They were concentrated mostly on the game, but every time their magic fields touched, they giggled and shot each other playful looks.

“That’s Lyra and Vinyl Scratch,” Caramel said without a thought. “They’re just friends.”

“Friends, eh?” Stormfeather took another swig from his drink. “Coulda fooled me. Almost looks like they’re flirting.”

“Eh, they’ve always been like that.” Caramel motioned towards them. “Although... neither one of them is seeing anypony, least as far as I know. Why don’t we go talk to them?”

Stormfeather actually laughed. “You justsaid I’m likely coming off as desperate in my job interviews. How do you think I’ve been with mares?”

“Then I’ll help you!” Caramel said brightly. “I’ll be your wingpony, and maybe we can even set up a double date or something! It’ll be fun!”

Stormfeather chanced another look at the two unicorns. “They’re really pretty…”

“Yeah!” Caramel made to stand up. “See? We should—”

“Stop.”

Caramel hesitated. “What?”

“Be realistic, Mel.” Stormfeather gestured to himself. “We’re not exactly prime specimens of the pony race. Those two are out of our league. We’d just be making them uncomfortable if we went over.”

“You don’t know that for sure!” Caramel said. “C’mon, it can’t hurt to try!”

“I know when a mare is out of my league, dude,” Stormfeather said tersely. “If it’s obvious I don’t have a chance with them, I’m not going to make it awkward, OR let them take advantage of me. When I’m around mares that pretty, I’ve found that it’s best to feign disinterest, help them out with whatever it is they want, then send them on their merry way. Nopony gets hurt that way.”

Caramel didn’t know what to say. He’d never seen Stormfeather like this, and it was so out-of-character that it was starting to get unsettling.

“Storm…” he began.

Stormfeather idly traced the edge of his mug. “I'm… I’m sorry, Mel, but I’ve gotten turned down enough lately as it is. By jobs, and by the ladies. I’d like to keep what little self-esteem I have left.”

Caramel didn’t like this at all. “Okay, you want to be realistic? Let’s be realistic. What’s the worst that could happen? They say no? Big deal! We just put it behind us, and move on!”

“The worst that could happen is that they say yes.” A shudder ran through Stormfeather’s body. “And then the whole affair becomes an awkward cringe-fest. What do I do when they ask about me, huh? Tell them I didn’t make the cut at the Wonderbolt Academy? That I’ve been unemployed ever since, and that my life is on the verge of collapse? Oh yeah, that’s real good conversation material.”

Caramel ran a hoof down his face. “You don’t lead with things like that… ugh, you realize that this mentality of yours is trapping you in a vicious circle, right?”

Stormfeather made a huffing sound. “I don’t even know what that is.”

Caramel pushed his drink aside for a moment. “Look, I’ll grant that things haven’t been going well for you, so let’s fix that! All you need is something to give you a leg up, something that’ll boost your confidence, and put you back into a positive mindset. I can’t help you with the jobthing, but I might be able to help you get a marefriend if you’ll let me. You’re a good guy, Storm. I’ve seen that in you! You just need to let that shine through!”

“You’re acting like getting a marefriend’s going to be the solution to all my problems,” Stormfeather said coolly. “There’s a very good chance it’s only gonna put more stress on me.”

Caramel raised an eyebrow. “How is getting laid is going to make you more stressed out?”

“A marefriend is a whole lot more involved than that!” Stormfeather snapped. “It’s a huge commitment! Dates are expensive, the time investment is huge, the risk is even moreso, and even if I don’t ‘lead’ with that I’m down on my luck right now, it’s still gonna get out in the open eventually!“

“Why do you only looking at the negatives?” Caramel asked. “There’s so much more you’re refusing to see! You need to stop focusing—”

“I have to, Caramel!” Stormfeather said, his voice becoming a venomous hiss. “You know where focusing on the positive got me?! Right where I am, on the verge of falling in the gutter! I thought if I worked hard and put my best hoof forward, everything would work out in the end! Well, guess what?! I’m running out of money, running out of options, and running out of time! A little bit of stupid-ass self-confidence isn’t going to solve all those problems! The only thing that will is a fucking job!”

Caramel felt like he was bashing his head against a wall. Stormfeather had a lot of steps to take to get back on his hooves, but all he could see was one, giant big one, possibly with spikes. Caramel wanted to help here, really, he did, but even if he led Stormfeather to water, he couldn’t make him drink.

“You need to stopacting like the whole world is against you,” Caramel said quietly. “If you don’t, you’ll never get out of this rut. You’ll just keep digging a hole until it’s so deep, you eventually won’t be able to see out of it.”

Stormfeather’s wings twitched at his sides. “...I’m done.” He drained the last of his drink, threw down some bits, and stood up from the table. “I’m not gonna spend my Friday night arguing and feeling shitty about the things I have to deal with all week. Least of all with you. If this is all you’re gonna talk about, then count me the fuck out. I’ll go and drink somewhere else. Later.”

And with that he trotted off.

Caramel watched him go without protest. He folded his forelegs under his muzzle and stared listlessly out at the crowd, his own mood turned dismal. Thankfully, their little discussion hadn’t drawn much attention, but that didn’t make him feel much better. He was no psychologist, but it was painfully obvious his friend wasn’t in a good place right now.

“Damn it all…” Caramel whispered.

“My, my, my,” drawled a lazy voice to his left. “What a sour grape.”

Caramel jumped. A unicorn he’d never seen before had approached just out of his peripheral vision, looking on with an expression somewhere between amusement and pity. His coat was a grayish-tan, his clipped-short mane was jet black with a snow-white goatee, and his eyes… his eyes were the most unnerving shade of red Caramel had ever seen.

“I dohope that young stallion doesn’t have any enemies,” the stallion continued, his eyes alight with mirth. “Because if that’s the way he treats his friends, well…”

Caramel felt a chill go up his spine. “U-uh, sorry you had to erm… see that, mister…?”

“Apep,” the elder stallion replied smoothly, offering his hoof. “A pleasure. My most sincereapologies, but I couldn’t help but overhear your little spat. He seemed oh-so-terribly bitter.”

Caramel could’ve sworehe’d heard this pony’s voice before. Nothing came to mind, though, so he dismissed it as mere coincidence. “Caramel,” he said, shaking the pony’s hoof. “Erm, you don’t look like you’re from around here. Where are you from?”

Apep chuckled. “Once upon a time, I lived just west of Saddle Arabia. I haven’t been home insome time, though. I just recently moved here to Ponyville after an extended stay in Canterlot, and I’ve found the place has grown on me.”

Something about this guy made Caramel’s skin crawl. Still though, he didn’t want to judge a book by its cover, and he always liked meeting interesting people.

“You don’t say,” Caramel said.

“I do say!” Apep said brightly. “But speaking of things being said, I’m much more interested in the things your friend was on about. That was quite the pessimistic attitude he had.”

Caramel pursed his lips. “Stormfeather’s… usually not like that. He’s got a lot on his mind, and it’s all starting to wear on him. He’ll be alright, though! He just needs to stop feeling sorry for himself.”

“Mmm.” Apep tapped his chin. “Are you sure? He wouldn’t even listen to your advice when you tried to help. And judging by how frustrated you seem, I can’t imagine this is the first time you’ve gone over this with him.”

Caramel’s voice grew quiet. “He’s never snapped at me like that. We’ve been friends ever since grade school, and normally he’s upbeat and chipper. A real fun guy to hang out with! But lately, especially these last few weeks...”

Apep gestured towards Stormfeather’s vacant seat. “May I?”

Caramel shrugged. “Help yourself.”

Gracefully, Apep slid into the seat across from Caramel. He examined Stormfeather’s empty mug for a few seconds, staring at it as if it was going to magically refill itself. Eventually, though, he looked up and spoke in a casual tone.

“Have you ever heard the phrase, ‘Nothing helps a bad mood like spreading it around’?”

That one got a smile out of Caramel. “Pretty sure that’s from an old comic strip.”

“That it is!” Apep said, laughing. “Quite the amusing one, too! I only stumbled upon it recently, and I’ve found it an absolute delight! Pity the artist retired early, but I digress. Comic strip or no, the point still stands. Sometimes, when ponies are hurting, they think the only way to feel better is to take it out on those closest to them. I used to do the same, in fact, did it for a long, long time. It took a very special, patient, and most of all, kind pony to show me the error of my ways.”

Caramel fidgeted in his seat. “Well, I mean… I get that, but like I said, Stormfeather’s usually not like this. He’s normally the exact opposite! Really!”

“All the more reason to be concerned,” Apep said. He sipped at his drink, which looked to be some kind of chocolate milk cocktail. Wait, did he have that before? “If he’s naturally optimistic, then it’s probably taken a lot to turn him into such a downer. I’d wager a Storm is raging in his Feathered head, and let me tell you, once the inner tempest gets going, it’s hard to stop.”

“He’s not a lost cause,” Caramel insisted. He returned to his own drink, which was starting to get warm. “I know he’s not! He only started being like this recently because he’s had a shitty streak of luck. He tried out for the Wonderbolts and didn’t make the cut, then he lost his job and he hasn’t been able to find another one. He’s been trying to save his money, but now he’s starting to feel the pinch, and to top it all off, his love life is non-existent. That’s a lot to deal with!”

Apep said nothing. He just continued to sip his drink, motioning for Caramel to continue.

“I know he can turn it all around, though,” Caramel said fervently. “He really can! He just needs something to get his confidence back, and then everything else will start to fall into place.”

“Your faith is admirable,” Apep said. “Really, it is. It takes a special pony to not give up when a friend gets in the dumps. But faith and words will only get you so far, I’m afraid.  What you need is some action, my boy. Something real! Tangible!”

Caramel straightened up. “Yeah! That’s what I’ve been trying to do! The problem is Storm’s in such a funk, he won’t listen to me. I think it’s because I’m too close to him, or something. I don’t know.”

“Oh, I wouldn’t say that.” Apep leaned forward. “I’ll let you in on a secret: The advice of close friends and family is like a worm—one that slowly digs into your brain and starts eating away at your thoughts. You can ignore it, but it’ll always be there, nagging and persisting… never truly going away. I tell you, it can be almost maddening.”

Caramel grimaced. “Thank you for that lovely visual. Although... I do get what you mean.”

“Well, at least you won’t forget it anytime soon,” Apep said. He swigged his drink and continued in a nonchalant tone. “Now, I did hear you say before that you thought setting him up with somepony might do the trick. Something about a... double date, I believe?”

A blush crept up on Caramel’s cheeks. “Er, yeah… heh-heh…” His throat suddenly felt dry. He downed the rest of his drink in one shot, then suddenly became very interested in the table. “Well, y’see… one of the reasons I said that was because I was... hoping we could support each other on that one, you know? I haven’t had much luck finding a significant other, either, and my nerves get the best of me whenever I try...”

Apep smiled, his grin a touch too large for his face. “Significant other? And what exactly do you mean by that?”

Now it felt like his entire face felt like it was burning. Caramel hunched down in his seat, suddenly feeling very small. It was a long time before he replied to Apep’s question, and when he did, it was in a small, barely audible voice.

“...no comment…”

Apep’s smile turned gentler. “Now, now, I’m not judging. Far from it, in fact. I’m no master on love, but I do know that the nature of it is quite complex. So much so, that it could almost be described as... chaotic. What matters in the end is that you’re happy, right?”

Caramel’s head was starting to buzz. He’d never had this conversation with anypony, least of all a complete stranger! He wasn’t really sure what to think, but at the same time, the approval of an outsider was like a huge weight being lifted off his chest.

“The heart wants what it wants,” he murmured.

“Precisely!” Apep said. “And if I may be so bold, I’m guessing your heart doesn’t care what’s ‘beneath the tail’. Am I right?”

Caramel gave a barely perceptible nod.

“But Stormfeather does?”

Another nod.

“Hmm, an interesting conundrum.” Apep thought for a few moments, his head tilting from side to side. “So If I’m hearing you right, your friend is caught in a downward spiral, and you want to help him out. You think a marefriend will help him snap out of it, but he’s been shot down so often that he just wants to hide and lick his wounds.”

“It doesn’t even have to be a marefriend,” Caramel cut in. “It could just be a one-time thing! Just a nice night out with a girl, y’know? Something to make him stop thinking he’s a loser.”

“Right, right,” Apep said. He then turned to the side, watching Caramel out the corner of his eye. “Too bad you couldn’t be that girl, eh?”

Caramel’s reaction wasn’t what you’d expect. Instead of revulsion, disbelief, or incredulousness, he merely rested his chin on his hoof with a wistful look in his eyes.

“Yeah...”

A mischievous glint appeared in Apep’s eyes. “What if you could be?”

It took a few seconds for that to register with Caramel. “Eh?”

“Oh, come now.” Apep said. He gestured to his horn with a playful wink. “There are a great many possibilities with magic, my friend, and it just so happens I’m quite the capable spellcaster. You’ve felt that tingling in the air by now, haven’t you? Surely you know what that is.”

Caramel cocked his head. Tingling? What tingling? The only thing he’d noticed was this kind of shivery feel when Apep had sat down—

Oh.

It usually wasn’t something Caramel had a lot of experience with, as he was just your normal, everyday guy. But now that it was called to his attention, he realized how much power was emanating from this mysterious unicorn. Likely he was the only one who could feel it at the moment (seeing as nopony was freaking out) but nevertheless, it made Caramel realize that this Apep guy was packing some seriousheat.

Caramel was suddenly a lot more careful with choosing his words. “Who are you, really?”

Apep chuckled. “Oh, I'm many things.” For an instant, his whites of his eyes turned a sickly yellow. “But right now, I’m someone that wants to help you. Er, and I mean, actually help you, help you. As I said before, I’m quitefamiliar the path young Stormfeather has just started down, and let me tell you—it doesn’t lead anywhere nice. I’m hoping you’ll be able to pull him off of it before he really gets stuck in the muck. Think you’re up for the challenge?”

Now that was a question Caramel didn’t know how to answer. Stormfeather was his best friend, his brother from another mother, and they’d been through a lot together. They knew each other’s families, had keys to each other’s apartments, and when it came right down to it, they’d done things for each other most ponies wouldn’t have. Couldn't have. They knew each other backwards and forwards, and if there was anypony he’d be willing to do something like this for…

“And what would you want in return?” Caramel asked.

Apep shook his head. “I’ve been learning a thing or two about kindness lately, and I’m starting to see that good deeds tend to pay off farther down the road. Consider this an act of community service, my little pony. I owe your kind a debt or two, anyways.”

Caramel thought about it for a few more moments, weighing the pros and cons of the bizarre, yet intriguing proposal. A certain dryness, a catch he couldn't quite name, hit his throat. “Would it be, ah... permanent?”

Apep waggled his eyebrows. “Do you want it to be?”

Caramel felt his stomach drop. “Erm, I-I...”

And there was that unsettling grin again, almost as if Apep had too many teeth in his mouth. “As much fun as it would be to force that decision upon you, I think I’ll let you decide that later. For now, I’ll give you an item that’ll transform you whenever you activate it, and you can figure things out from there. Consider it a ‘trial run’, eh?”

Caramel still was a little on the fence. On the one hoof, this sounded like a freaking amazing deal. But on the other hoof, this almost sounded a little too amazing. If fact, if he didn’t know better, he’d swear he was making a deal with the devil!

“There’s gotta be some kind of catch,” Caramel said.

Apep shrugged. “I can certainly add a catch, if you’d like. I’m quite good at exploiting loopholes—”

“No!” Caramel almost yelled. “Er… no, please. I don’t want that. It’s just, well… this really does sound too good to be true.”

Apep’s expression grew solemn. He adjusted himself in his chair and sighed, his face calm as he stared past Caramel.

“I never thought anypony would forgive me for the things I’d done,” he said. “For so long, I was consumed by toxicity, unable to see past my own bitterness. I don’t even know how many friendships I cast aside because of it, and it’s nothing short of a miracle that I came around in the end. It’s good to be skeptical of something like this, Caramel, and I commend you for it. But if I was trying to trick you, there are far, far easier ways to do it. Even you must realize that.”

Okay, so point there. This did seem pretty overly-elaborate for a prank, and while this Apep guy was creepy, he didn’t seem malicious. Maybe it was the booze, maybe it was the moment, or maybe it was something else entirely, but for one reason or another, Caramel decided that despite his trepidation, he’d throw caution to the wind.

“You said ‘transform’,” Caramel said. “So this wouldn’t be an illusion?”

Apep almost looked offended. “Puh-leeze! You think I’d try something as cheap and watered down as that?! Gods, no! This’ll be the real McCoy, all the way through, one hundred percent transfiguration! No assembly required, batteries included! Well, all except your cutie mark, anyways. That will need to be an illusion.”

Caramel nodded. He’d figured as much. “I’m thinking I’m gonna need more than just become a mare to fool Storm. Probably need to look like another pony entirely.”

“Great minds think alike,” Apep said smoothly. “Don’t worry, a new identity will be a cinch! Come up with ‘em all the time.”

“And I wanna be attractive!” Caramel blurted. He realized what he said a moment, and his blush returned full force. “I-I mean, well... you understand why, right? I need to catch Storm’s eye. Otherwise this whole thing’s moot.”

Apep raised his glass for a toast. “My dear boy, I promise, you’ll be the belle of the ball! When I’m done with you, you’ll be beating stallions off with a stick.”

Reluctantly, Caramel raised his own glass—refilled with a flash of Apep’s magic, and clinked it with the softest of taps. He wasn’t entirely sure what he’d just agreed to, but he hoped against hope that he wouldn’t wind up regretting it.

 “Hoo boy...”

Chapter 2

Chapter 2

The Next Evening-

Stormfeather wasn’t sure why he’d gone out on his own. Usually, he and Caramel would get a good buzz, talk about random stuff until the wee hours, then call it a night and head home. It’d become a pretty regular routine since they’d both come of age, and gutpunched as he was, he didn’t feel like going for a second round.

Tonight, though, was different. He hadn’t gone to another bar after leaving Caramel last night, instead opting to just go straight home. The next day he’d moped and sulked around, until finally, when the night came, he decided he might as well pick up where he’d left off the night before. He was still annoyed with Caramel, though, so instead of going to The Tipsy Manticore, he went to the ritzier bar across town: The Bluestemme.

Stormfeather stared aimlessly out at a window on the second floor while sipping a rum and cola. It was raining, and as such, there weren’t that many ponies about. He’d found a lone table off to the side and out of the way, and it was there he watched the few passing ponies on the street below, their outlines and umbrellas illuminated by the gentle glow of streetlamps.

“Caramel’s right,” he muttered wryly. He drained the last bit of his drink, swirling the ice cubes with a frown. There was a bitter taste that had nothing to do with his drink, but it seemed better than becoming absorbed in a darkening gyre. “I might have to leave Ponyville. Cloudsdale’s likely gonna be my best bet, although... Canterlot might have some openings, too. Might be worth a day trip...”

Stormfeather had lived in Ponyville his whole life. He loved it here, had a lot of loyalty to the place. But lately, it seemed that his efforts weren’t amounting to anything. Much as he didn’t want to admit it, it might be time to move on.

The waiter came by with a fresh drink. He thanked her with a weak smile, then returned to stewing in his thoughts.

“Gonna be expensive to interview somewhere else,” Stormfeather said. He watched the reflections behind him, stirring his booze with a cocktail straw. “Don’t wanna make multiple trips if I can help it. Don’t want them to wind up all being on random-ass times at weird times, either. That’s considering I can find anything at all, though… eh, bigger city will have more opportunities. Should be alright.”

He didn’t really have a lot of friends. The only real one he kept in regular touch with was.. well. Caramel. Everypony else was either too busy or had moved away, and over the years, his social circle had gradually retracted in on itself. His parents told him that that was a normal thing, but that didn’t mean he liked it. He didn’t relish the idea of not hanging out with Caramel as much, especially in a new place where he’d basically have to start over, but with things the way they were going—

“You look lost,” said a silvery voice.

Stormfeather’s ears twitched. He snapped back into focus, noticing the watery, blurred reflection of a pony right behind him. He turned to make a snarky quip, to say that he was a local and had been drinking around here forever...

...and the words died in his mouth.

Standing before him was a mare, slim and shapely, with a copper-colored coat and striking, dark blue eyes. Her wavy, rust-red mane fell around her neck before ending in full, bouncy curls the color of light chocolate. She was looking straight at him with a small, earnest smile, and her head was tilted just slightly with an expression of intrigue.

“You look like you’re wrestling with a really big decision,” the mare continued softly. She studied his face with unreadable eyes as he continued to stare, his jaw hung slack. “What’s wrong?”

You could’ve nudged Stormfeather with a pinion, and he would’ve fallen over. Why in Equestria was a mare like this talking to him?! The panic was bubbling, threatening to erupt in his chest, but before it could, he plugged it up tight and mentally slapped himself. Focus, Storm. Whatever it was she wanted, he could figure it out. Don’t get distracted by her looks. Or her beautiful voice.  Or...

“I-I’m sorry,” he said in a cracking voice. “Was zoned out, there. C-Could you repeat that?”

The mare’s expression stayed the same—patient and serene. “I asked you what was wrong.”

...

Well, that wasn’t what he was expecting. And maybe not something he could handle, right now.

Stormfeather forced himself to smile, even it didn’t reach his eyes. “Huh? N-Nothing’s wrong! I’m fine! Yep, just thinking. No worries.”

The mare wasn’t convinced. “What’s your name?”

“...Stormfeather.”

The mare silently mouthed the word a few times. “You don’t look fine, Stormfeather.”

Stormfeather made a strangled noise that was half protest, half groan.

...it’s starting to make you desperate. It's showing....

“I’d rather not trouble you,” he finally said. “Er, miss…”

“Toffee.” Without waiting for an invite, she sat down across from him and raised her hoof for the waiter. “And it’s not really troubling me if I want to know. Is it?”

Stormfeather examined Toffee more closely. She wasn’t wearing a ton of makeup like some mares—just enough to accentuate her eyes and lips. She looked to be around his age, although he couldn’t say for sure. She was neatly groomed, her posture was tall and straight, and her cutie mark was a trio of red four-leaf clovers, each leaf styled like a heart.

“I suppose not,” Stormfeather said, his withers and wings relaxing. He was still on guard, but he wasn’t about to be rude. “If you must know, I’m making plans for some job hunting outside of Ponyville.”

Toffee nodded. “Not happy with your current job?”

Stormfeather wrestled with the question. Should he be honest? He knew that there was a ‘nice’ way of saying just about anything, but doing that almost felt like dancing around the issue. Then again, it wasn’t exactly polite to bluntly dump all your issues onto a complete stranger.

“I’m—er. between jobs at the moment,” Stormeather managed.

“Oh?” Toffee cocked her head. “What happened?”

Stormfeather fidgeted in his seat. “I’d been training a lot for an important athletic thing, and my boss wouldn’t give me the time off I requested. I wound up having to choose between the two, and when I chose the athletic thing, my boss fired me. Didn’t think much of it because I thought the athletic thing would work out, but...”

“It didn’t,” Toffee finished for him.

Stormfeather took a hearty swig of his drink. “You got it.”

It was an interesting pattern Toffee was noticing. Even from just a minute or so of interaction, she could pretty easily see what Stormfeather was doing wrong. There was a distance in his voice, a way he never looked at her for too long. His answers were short, and with the way he was being vague, it was almost as if he was trying to get rid of her—

I know when a mare is out of my league. If it’s obvious I don’t have a chance with them, I’m not going to waste my time, make it awkward, OR let them take advantage of me. I’ve found that it’s best to feign disinterest, help them out with whatever it is they want, then go our separate ways. Nopony gets hurt that way.

Storm, you dummy.

“What was the athletic thing?” Toffee asked. “It wasn’t the Wonderbolts, was it?”

Stormfeather raised an eyebrow. “Good guess… how’d you know?"

Toffee giggled, a musical sound that made Stormfeather sit up a little straighter. “Oh, you seem like the type. You’ve certainly got the wings for it.”

A faint shade of pink crept into Stormfeather’s cheeks. “Yeah, well… tell that to them.”

The waiter came, looking back and forth between them with approval. “What would you like, miss?”

“Cucumber gin and tonic, please.”

Stormfeather blinked several times. Wasn’t that…

Toffee noticed his surprised look, but apparently misinterpreted it as something else. “Did you want something, too?”

Stormfeather recovered after a few seconds. Okay, weird coincidence, but not unheard of. Cucumber gin and tonic wasn’t the most uncommon drink in the world. “U-Um, no thanks. I’ve still got this.” He gestured to his rum and cola.

The waiter walked off, and Toffee pushed the conversation on. “I wouldn’t feel too bad about not making the Wonderbolts the first time. From what I’ve heard, their selection process is VERY competitive. You can always try out again, can’t you?”

A spark of fire appeared in Stormfeather’s eyes. “I’m certainly planning on it. But tryouts are only held every eighteen months. I need a job in the meantime.”

“Hmmm.” Toffee scratched her chin. “When’s the next tryout?”

“Seven months.” Stormfeather rolled his shoulders and leaned back in his chair. “I dunno, I’m starting to think that being in Ponyville might’ve hurt my chances with the Bolts a bit. The gym here is good, but it’s not geared specifically towards pegasi, if you catch my drift. This is primarily an earth pony town.”

Okay, he was opening up a bit. Good. She could work with this. “Maybe it is time for a change, then.” She looked out the window beside them and moved just slightly closer. “Somewhere with places that’d be more flexible with working around your training? I imagine there aren’t many places around here that’d be understanding of that.”

Stormfeather looked down at his drink. “Not as many as I’d like. Maybe if I’d been somewhere with a bigger focus on flight training…” He quickly stomped down the bitter thoughts, pleased to find himself actually wanting to be out of them. “But what about you, eh? I take it you’re not from Ponyville?”

Toffee gestured to the nearby mountain, just barely visible in the dark. “Canterlot, actually. Just in town for a bit on some business.”

Stormfeather mulled that over. She certainly didn’t seem like she was from Canterlot, but maybe he was judging her too hard? Not everypony up there was a stuffy prick, after all. “What do you do up there?”

“Nothing too glamorous,” she said casually. “I’m an assistant baker for one of the confectionaries on Restaurant Row. Not an exciting job, but it pays the bills.”

A lie, but not an extravagant one. She had an uncle who’d offered her that exact job, and the offer was still open.

Stormfeather thought about that for a bit. “Not a lot of earth ponies up in Canterlot. Must be quite a change from here. What do you think of Ponyville so far?”

Toffee’s expression was neutral. The waiter came back with her drink, and she took it while pondering the statement. “It seems like a nice town. Definitely not as bustling as Canterlot, but it has a sleepy kind of charm to it. I probably wouldn’t mind living here.”

She raised the glass to her nose and took a sniff, taking in the subtle scent of berries. They’d definitely mixed her a good one. She pulled out the cucumber slices and sucked on them, enjoying the pleasant taste.

Stormfeather watched her curiously. “...huh.”

Toffee snapped out of her reverie. “Hmm?”

“Oh, nothing,” Stormfeather said. “It’s just… I have a friend who loves that drink.” He pointed at her glass. “Does the same thing with the cucumbers, too. It’s almost like a little ritual of his.”

“Your friend has good taste,” Toffee said with a wink. She knew she probably should be nervous about having missed a detail, but the two drinks she’d had downstairs were bolstering her courage. “I’ve always liked this. Ever had it before?”

Stormfeather made a face. “Yes, and I can’t stand it. Smells and tastes like a pine tree.”

That got a proper laugh out of Toffee, and she shook out her mane gleefully. “Mmm, delicious tree!” She tipped back her glass and gulped half the spirit down. “Om, nom, nom. The aftertaste is the best part, you know.”

Stormfeather made a dismissive noise, but grinned nonetheless. “I’ll take your word for it.”

It was the first proper smile she’d seen on him in months. She’d missed that smile, missed it terribly, and that glint she’d seen in his eyes a moment ago… THATwas the Stormfeather she knew. His resolve was still in there—buried beneath the disappointment and doubt—all it needed was a little spark.

“That’s a good look on you,” Toffee said. “You should do it more.”

Stormfeather furrowed his brow. “Do what more?”

Quietly, she tilted her head towards the window, where their reflections could still be seen. Stormfeather looked, and his own smiling face stared back at him.

“Oh.”

Toffee scooched her chair a little closer, not quite into his personal space. “Tell me about yourself. Have you lived in Ponyville your whole life?”

Something about this mare was putting Stormfeather at ease. She felt familiar, as if he’d known her for years, and there was a genuineness to her that made his heart skip a beat. It was clear that she was interested, but was he really in a place to...

Oh, why the hay not.

Stormfeather cleared his throat. “Yeah, I have. Born and raised. Family’s from Cloudsdale, but they moved here to get away from the city. I don’t mind urban places, though, so I wouldn’t mind going somewhere else. I was thinking maybe about...”

***

“...and then he landed right in the tomato cart!” Stormfeather said.  “Splat!”

Toffee burst out laughing. “Oh, he must’ve been covered!”

“From head to tail!” Stormfeather said, chuckling. “I’ll never forget that sound. All those tomatoes exploding at once… oh, Celestia. I was crying from laughing so hard.”

Toffee grinned. She drunkenly tried to point a hoof at Storm, and only missed a little. “I’ll bet the tomato vendor wasn’t laughing much, though.”

Stormfeather held back a fresh snort of laughter. “Not so much. He started ranting about having bad luck. Something about cabbages, I think? I didn’t catch all of it.”

Toffee hesitated. “Cabbages?”

Stormfeather shook his head and waved a hoof. “No idea. He stomped off before I could ask.”

“Excuse me, friends,” the waiter said, coming over to them. “But we’re closing in ten minutes.”

Both Stormfeather and Toffee blinked as their reverie was broken. They turned to the clock on the far wall, and sure enough, it was almost midnight.

“Geez, it’s that time already?” Stormfeather said. “Where’d the night go?”

“Dunno,” Toffee said, a playful note in her voice. “Mine went just as fast.”

A pause followed, the two of them smiling fondly at each other. Neither of them made any effort to get up, or made an excuse to leave the comfort of the other's company.

“What hotel are you staying in?” Stormfeather asked.

“The one on the corner,” Toffee replied. This was actually true, as she’d been quite thorough in her plan. “Forget what it’s called. Not a bad place, but the beds are too soft for my liking—”

She’d meant that statement to be innocent, but only too late did she realize what she’d actually implied. Now she could only watch with bated breath, her words awkwardly hanging in the air as Stormfeather wrestled with himself.

“You could… come back to my place, if you want,” he said slowly. “I have a rollaway. Might be more comfortable.”

He did not have a rollaway. She’d been on his case to get one for years, but he’d kept putting it off. She knew damn well where this was heading, and she wasn’t sure how to feel about it.

“That a fact?” Toffee heard herself say. “Is it… hard?”

Okay, scratch that. SOME part of her did. The only question now was whether Storm was turned off by blatant sexual innuendo.

A hungriness crept into Stormfeather’s gaze. “Uh-huh. Nice and stiff. Extra long, too. I think you’ll like it.”

Welp, they’d officially entered a bad eighties porno. Fortunately, they were both too tipsy to care about terrible flirting. Even more, Toffee was seeing a drive in him, a willingness she hadn't seen in a long, long time. She stretched her hooves with a hum, trying to mask the excited shiver running through her. “I might just have to take you up on that…”

The waiter wasn’t sure whether to cringe or start laughing. Either way, he dropped off the check and walked out of earshot, hoping the two horny drunks remembered to tip.

Stormfeather’s wings were now trying to fan out. He had to consciously keep them folded so they wouldn’t lock up like he was back in high school. “What say we go and get you settled, then?”

Toffee licked her lips. “Let’s.” She was new to all these sensations, but her body definitely knew what it wanted, and she certainly wasn’t about to object. She watched eagerly as Stormfeather got up and made ready to leave, her eyes drifting down to beneath his barrel, as though she were taking him in anew. His stallionhood was unsheathed and at half-mast, getting bigger and thicker by the second, and already she was envisioning how it would feel inside her—

“It’s not polite to stare.”

Toffee’s eyes flicked up. Stormfeather was actually grinning again, a note of pride in his voice. He took the moment to look over her body, taking in her soft curves, slender legs, and wavy mane.

Toffee felt her cheeks (and nethers) heating up, and threw him a flashing, daring smile. “Like what you see?”

Stormfeather grinned like a starving wolf. Trotting over, he leaned in close, muzzle to ear, and whispered, “I could ask you the same thing.”

She gasped with sudden shock as his hot breath tickled her ear. She wanted to grab him and kiss him right there, but she had a feeling that once things got going, they probably wouldn’t stop. A part of her wondered at how strong the sensations were—all new, similar enough to tease her mind, different enough to leave her with few defenses against them.

“How far is your place?” she whispered back.

Stormfeather took a moment to take a deep sniff of her mane before answering. “Not far. Come on.”

She followed his lead and let him guide her towards the stairs, not noticing the damp spot she’d left behind on the chair. She took her time following behind him, admiring the view as her head swam in a pleasant haze. Stormfeather’s swishing tail was almost hypnotic in its movements, moving in time with his plump, heavy balls. She felt an odd ache, half-hunger, half-clench, deep within her core, along with a subtle warmth that was spreading out to the rest of her, and she realized with a start that she rather liked it.

They left the bar and made their way across town, both of them swaying slightly, just out of sync. The rain had died down a light drizzle, and so neither of them bothered with umbrellas as they trotted down the empty streets. Stormfeather looked back every so often, partly to make sure Toffee was still following, and partly to shoot her a smoldering look or two. Toffee kept responding in kind, and her superior bedroom eyes were making it hard to keep his wings in place.

“Such a nice ass,” she growled after a few minutes. “I just wanna smack it, and squeeze it, and bite it, and—”

Pomf!

Stormfeather’s wings snapped free, taking up the entirety of the sidewalk. It was a good thing that Toffee was behind him, as she probably would’ve got knocked over. As it was, she noticed that it wasn't the only peacock display he was giving her; she could see that his dick was rock-hard as well, slapping up against his barrel with every step, and it was with a snort of eager energy that he sped up his pace towards his apartment.

Toffee snickered, and internally she was split between rolling with laughter and trying to keep her tail from flagging in the rain. She’d had more fantasies about this than she could count, and as far as she was concerned, turnabout was fair play. She couldn’t believe how easy it was to get Storm riled up, though. It was amazingly adorable, but she couldn’t help but wonder how long it’d been for him...

Five minutes later, they were at Stormfeather’s place. He fumbled with the keys while trying to keep his cool, his whole body sweating as he panted for breath. His belly was sticky with splotches of pre, his cheeks were tinted a rosy pink, and he almost looked like he’d done a hardcore workout. Toffee patiently stood beside him, keeping herself a little closer to him than let him—or her—feel comfortable, revelling in it all, trying to conceal her own rising desire. Eventually he managed to get the key in and open the door, and he led her go in first while he awkwardly maneuvered his stubbornly rigid wings.

Stormfeather sidestepped inside and closed the door with a soft click. He turned on the light and spun around, meaning to say something…

...but it never left his mouth, as he found himself muzzle-to-muzzle with a very eager Toffee.

“Shall we?” she growled in a sultry voice, eyes bright and face flushed.

Stormfeather’s reply was to kiss her. He kissed her hard and long, his mouth moving in time with hers, their heads tilting back and forth as they sucked on each other’s lips. It felt like they'd been kissing their whole lives, and just come back to it—like they knew what was coming, and just needed to be reminded. Their belongings dropped to the floor, forgotten, and their hooves roved across each other, groping and grasping. Stormfeather hugged Toffee and pulled her close, the sounds of their smacking lips filling each other’s ears, their heated, frantic pecks evolving into full kisses that let their tongues slide against each other. Stormfeather opened his mouth fully and let her explore him, relishing the blast of hot, damp air that rushed down his lungs, and his stallionhood twitched in fervent approval from the sudden advance.

Toffee’s mind was a hyperactive, clouded mess. Years of pent-up frustration, untold amounts of suppressed desire, all of it was coming to a head now, and in a new body that was sending her feedback of which she'd never quite felt the like. She let out a long, low groan and slipped her tongue into his mouth, licking his teeth, licking his tongue, licking his slippery roof, licking his cheeks. And all the while she was grinding on him, his big, throbbing dick smooshed between them, making both their coats a sticky mess.

Stormfeather seemed to enjoy her aggression—to thrive on it, as if it'd been what he'd needed all along. He pushed back hard against her, the resistance egging her on even more, the two of them fighting for dominance back and forth. Eventually Stormfeather’s last shreds of restraint broke, and with a sudden burst of speed and strength, he grabbed Toffee by the rear, pumped his wings, and sent them sailing across the room to land on the living room carpet.

WHOOSH! THUMP!

“Oof!” Toffee momentarily had her breath stolen by the impact. Now disoriented, all she knew that Stormfeather was on top of her, his wings fully splayed, breathing hard as he eyed her like a piece of meat. His meat. She gasped in surprise as he darted down and started kissing her shoulder, once, twice, thrice, each time moving a little closer to her collarbone. Once there, he started kissing the hollow of her neck, pressing just slightly so it was harder for her to breathe. She arched her neck and stretched back against his exploring lips. He licked and tugged the thin hairs of her coat, pressing his smooth, hard teeth against her exposed throat, causing Toffee to groan again, a deep, guttural noise that came from the bottom of her voice.

Stormfeather could feel the intense vibrations through her skin, tickling his dancing lips and spurring him on to further ardor. He wrapped his wings around her like a cloak, tightly, possessively, and he started nuzzling her all over, rubbing his head over her chest, shoulders, neck, and face. Each twitch, every motion of her body seemed to be signalling him to speed up, to push faster—harder. Occasionally he’d nibble or plant kisses here and there, sending little sparks through Toffee’s nethers, and before long she was thrusting upwards on pure reflex, grinding against his hot, sticky length.

“Storrrrrrmmm…”Toffee said, her voice husky and low. It almost sounded like she was purring.  “Ohhhhh, Stormyyyyyy…”

Stormfeather kept licking, kissing, nipping, covering her coat with wet spots as he moved up and down her body. Down below, his twitching tail would occasionally brush against her heated slit, ‘accidentally’ caressing her outer lips now and again. He’d tease her little nub every so often, as well, lowering his body just enough so that his balls grazed her mound, and every time he did, he was rewarded with her pleasured hiss and an enthusiastic rut right back up at him.

Toffee was awash in the new sensations. She hadn’t even been a mare for twenty-four hours, and she was still getting a handle on the foreign feelings. She felt empty, yearning, incomplete, and the stallion she’d been pining after was currently ravishing her, but not filling her. His dry, warm scent was tickling her nose, occasionally punctuated by hints of his arousal, and it mingled with her own more prevalent aroma, a sweet, heady smell that was absolutely delicious. Her head was pleasantly spinning, both from the alcohol and her lust, and she gripped his head while staring blankly up at the ceiling, her eyes wide and dilated.

“B-Buh…” she managed, her voice cracked and weak. “B-Bedroom…”

Stormfeather didn’t hear. He was too busy with his efforts, his smooches starting to trail lower and lower still. He started nibbling along her ribs, holding her tightly in place as he then went down past that to her toned, trim tummy. He kissed loving circles around her navel, swirling his wet, soft tongue around it, making her hidden abs flex and clench. That tight, spreading warmth inside Toffee was rising, swelling, his lips filling her up with liquid fire, and every soft, sensual touch was fuel to the flames.

Toffee was about to speak again, to tell him she wanted to go further, but then Stormfeather started to move even lower, and her thoughts failed her. She murmured his name over and over as he got to her soaked, silky crotch, and he wasted no time in helping himself to her honeyed bounty. He hungrily tasted her juices, slurping them up messily and heartily, coating his muzzle in her essence and only wanting more. She tasted sweet, almost buttery, and from the first taste he found himself wanting more.

Toffee’s whole body was shaking, from need, from lust, from pleasure, from everything. She started pushing Stormfeather’s head into her crotch, grasping at his mane, shuddering, trying to get him to go deeper. The heat from her core billowed outward, ignited by his touch and blanking her mind to a few simple thoughts, and they repeated over and over, louder and louder...

Storm is licking me… oh gods Storm is licking my virgin pussy… don’t stop don’t DARE let him stop oh please yes fuck me fuck me fuck me fuck me deep deep deeper DEEPER

As if he could read her thoughts Stormfeather wrapped his lips around her drenched labia, sucking on each one tightly, coaxing them to separate and let him get in farther. Gradually they did, spreading like the petals of a flower, and he darted into her passage and started wiggling his tongue in her confines.

“OHHHHHHH!” Toffee wrapped her hind legs around him, desperate for more of his heavenly tongue. He shoved his head in hard, tasting her velvety insides, his muzzle against her throbbing clit and sending bolts of lightning through her thrashing form. On instinct she squeezed down on him, her inner muscles clamping down on their prize, and she felt like there was a bubble of air in her chest, rising up her higher and higher. Stormfeather started dry humping the air, his thrusts forcing his tongue even deeper into Toffee, his cock dripping a steady stream of pre onto his own tail.

Stormfeather continued to attack her fiery core, only stopping to breathe now and again. Every time he pulled out he playfully swirled his tongue around her clit, enjoying the way Toffee tensed up, the way she begged for more, how she kept making those delightfully sexy sounds. Over and over he buried his face in her welcoming pussy, pushing her to a new height each time, the spring in his own belly spurring him on. Her heady juices dribbled down his chin and neck, matting his blue-gray fur to make him look like he’d just drank from a hose, but he didn’t care. He was drowning in her scent, desperate for more of her taste, and he’d never been more turned on in his life...

Toffee wasn’t sure when the first orgasm hit. One minute the pressure was rising, rising, always rising, and then it EXPLODED like a volley of fireworks. Her voice hit a new high as she peaked, a floaty feeling sending her mind soaring up through the atmosphere to fly amongst the stars. Her marehood spasmed wildly around his snout, rewarding him with a fresh wave of juices that he greedily drank down, but even with that, he didn’t stop. He kept licking and licking, his slithery tongue wiggling inside her tunnel, dragging her orgasm on and on until it rolled right into a second. A new wave of fireworks blasted through her, making her arch her back and yell with joy, and the heat inside her was so much that it made her break out in a sweat. Her nether muscles clamped down on his tongue, milking it for all it had, but even then he lapped endlessly at her core, rekindling the flames, building them up so fast that orgasm number three was nearing—

“S-STOP!” she squeaked. It came out louder than she’d intended, but louder was better than softer. “Stop, stop, stop. Please, I n-need a bit...”

Stormfeather’s efforts eased. Reluctantly, he moved away from her crotch, his smug face a soaking, dripping mess. He examined her curiously, noting how her limbs twitched with little aftershocks. He wiped his face with his arm and smirked, sitting back and idly stroking his length while she caught her breath.

“I could eat you out all day,” he growled.

Toffee managed a weak laugh at that. “The way you were going? I believe it.”

Stormfeather stroked himself a little faster, the steady schlick-schlick-schlick in time with Toffee’s pants. “I can’t wait to see how I feel inside you… gonna fill you up nice and full... that tight cunt of yours will never be the same after I’m done with it…”

She wasn’t sure which one of them Stormfeather was trying to keep aroused with this, but either way, it was hot for both of them. She got her second wind and sat up, looking on as he masturbated right in front of her.

“Don’t you dare overdo it with that,” Toffee said sternly. “You only get to cum when your balls are pushed tight against my ass.”

Stormfeather smiled that hungry smile again, his eyes never losing their intensity. “Oh, don’t worry. I’m just appreciating the view.”

He was getting his confidence back, it seemed. That was a good sign. Toffee rolled over and stood up, her mane frazzled, her legs wobbly. “Wouldn’t you rather appreciate it in the bedroom?”

“Quite honestly, I’m fine with fucking you anywhere right now…”

A large part of Toffee’s brain agreed, but... no. She’d had enough escapades to know they’d both regret that choice in the morning. She gestured for him to lead on, and he did so, but not before brushing his pre-soaked tail under her nose. The thick, permeating scent became lodged itself in her brain, and she suddenly found her second wind ready and raring to go.

Toffee followed closely after Stormfeather, pretending like she wasn’t familiar with his apartment. The overwhelming new sensations helped; after the recent rush, everything felt new and wild yet again, the ground, the world unstable. He led her into the dark hallway, past the closet and bathroom, right to the second door on the right. He didn’t bother with turning on the light as he entered, and she watched his dim silhouette head for the large bed in the center of the room. As she walked in her hooves brushed against a few things on the floor—some pieces of clothing, a suitcase, a small pile of newspapers. She couldn’t tell their specifics in the dark, but she could guess their purpose well enough.

Stormfeather was climbing with sinful slowness onto the bed, teasing his tail a bit. He could hear Toffee just behind him, so he knew that—

“EEP!” A sharp, pain erupted on the side of his rump. He whirled around and saw Toffee crouched low, her outline illuminated by the living room light. Her tail was whipping back and forth as she stepped a little closer, her pearly teeth exposed in a grin.

“You’ve NO IDEA,” she said.“How long I’ve wanted to do that...”

Stormfeather’s mind blanked. In whirl of speed he tossed her belly-down on the bed, then mounted her without ceremony. Toffee moaned in delight, feeling his strong, solid weight pinning her down, her rear legs locking in place. She could feel his breath on the back of her neck, his warmth all around her, his desire almost palpable. She was about to start egging him on, her secret fantasies whirling and ready to leap into reality, but then, one final, hidden vestige of her had a last moment of panic. It was a tiny (yet loud) reservation that pointed out how WEIRD this all was, and drunk or not, secret crush or not, bisexual or not, she was acting like a mare when she was really a stallion. Embracing her new body and instincts so readily, with such totality, wasn’t wise, and she should really take a second look at things before—

And then Stormfeather started fucking her.

“YES!” Toffee heard somepony scream. She was left with a feeling of fulfilled triumph as the little voice vanished as quickly as it’d appeared, embracing the knowledge that her tight, hot mound was bulging with stallion cock. “YES, YES, YES!”

Stormfeather’s abrupt entry had pushed her little too far up the bed. He grunted and pulled them both back with a beat of his wings, then thrust again, burying himself deep in her folds. He bit her mane and yanked, hard, and she yelled all the louder, demanding more. He positioned her the way he wanted and kept going, each push making the bed shake and rattle, sliding further and further into her moist depths. He was like a machine as he rutted her silly, pushing with timed, fluid strokes into her willing tunnel, breaking her in and molding her just the way he wanted.

Toffee was an absolute mess. Words failed her beyond basic shouts, and that gnawing emptiness inside her was replaced with delicious fullness. She started pushing back against Stormfeather, her confines taking more of his length, moving in time with his motions. Her squeezing core was a furnace, swiftly heating up from his girth, and she writhed underneath him, desperate for all he had to give.

Wet, fleshy sounds filled the air. There was a particularly loud SCHLICK as Toffee’s cunny swallowed Stormfeather’s medial ring, and he nickered in surprise from nearly losing his balance. Toffee kept him upright, using her body to hold him, getting used to the differences now, and clenched around his shaft, trying to pull more of him in, and before long he resumed his pistoning, sinking further and further, filling her up so good…

And then he was all the way in. Their hips connected as Stormfeather settled properly atop her, his fat, filled balls nestled against her cushy, padded rear. He chewed on the scruff of her neck as their fluids ran down their legs in streams, the occasional twitch from their loins sending shivers down their spines. Toffee felt amazing—warm, stretched, distended, spread apart in the best possible way. Her tongue was lolled out like a dog’s, drooling heedlessly on the bed, and she made soft crooning sounds as she felt him shift inside her.

Stormfeather started properly fucking her at some point. She couldn’t exactly say when. She was in such a state that it was almost like a prolonged orgasm, and right when she was about to come down, he hit some new sweet spot that shot her right back up again. Her ears were filled with the meaty sound of their hips colliding, combined with their labored grunts and gasps. Her body was pervaded with a constant heat, swirling and spiralling around like a top and her mind was caught in the vortex. She squeezed him in lusty time with his movements, tensing every time his penetrated her, and as he gradually picked up the pace, she began pushing back even harder, to the point that he was absolutely pounding her.

Toffee’s cries were music to Stormfeather’s ears, and it was all the encouragement he needed to keep going. Her inner walls were so very soft and slick, enveloping his length in their damp heat, kneading him, trying to coax out his seed. He was bottoming out each time now, and from the way she kept shuddering and tightening around him, he could tell she’d cum more than once.  And yet still she kept moaning, pleading, begging him for more, desperate for him to fill her with his seed.

Stormfeather didn’t even bother telling her he was close. He just started humping her faster, his movements losing their rhythm into the yawning chasm of pent-up need, his nuts swelling up and readying their sticky load. He felt his broad tip flaring, sealing himself inside, and she locked him in for good measure with a mighty squeeze. He could feel it building, primed and ready to fire, and with a violent jerk of his hips...

“AH!” Stormfeather came hard inside her, shooting out load after load of thick, virile cum. He grit his teeth as it he felt it surging down his shaft, erupting out his tip to gush into her waiting womb, and he buried his face in her mane, holding her like a vice as he pumped her full of his essence. Toffee took it all and then some, her impressively deep tunnel drinking up every drop he gave, and before long her stomach looked distended, bloated from his hefty loads.

Toffee howled as the furnace inside her flared one final time in the highest peak so far. His cum felt hot, hot, hot inside her, and she could feel it pooling inside her most sacred place, filling her, weighing her down. Stormfeather had one final surge that was the potent of all, making the furnace inside her flare one final time, and it was then that her legs finally gave out and her world went white.

***

Toffee awoke some time later. It was still dark, and from her admittedly comfortable position she couldn’t tell what time it was. Her head was still foggy from the booze, but from what she could tell she was laying on her side on Stormfeather’s bed, and Stormfeather himself was spooning her while holding her in a feathery embrace. His strong hooves were wrapped lovingly around her as well, and the only sounds she could hear were that of his steady breathing.

If this was a dream, Toffee hoped Luna let her never wake up.

She could barely feel her hind legs, and what she could feel was deliciously sore, like the best kind of workout. There was a warm, heavy glow inside her stomach, though, and the rest of her felt just as good. She adjusted herself slightly to get comfortable, but that’s when a sudden jolt through her pussy informed her that Storm was still firmly lodged inside her.

“Heh.” She fondly rubbed her belly, feeling his cum still sealed inside. “It really was a while, wasn’t it?”

Stormfeather snorted in his sleep and hugged her closer, forelegs and wings instinctively clutching, caressing.

Toffee looked out into the darkness. She wasn’t really in a state to think very hard on what’d just happened, but what she did know was that right now, she was happy. Hopefully this had made Stormfeather happy, as well (as that’d been the whole point) or at the very least, it’d given him the injection of confidence he needed to keep going. She obviously couldn’t say for certain yet, but from the way Stormfeather had been smiling, the way he’d gotten excited like he used to, it certainly gave her hope.

She really wanted to keep that smile on his face. Wanted to keep it there for as long as she could. She’d just proven she was willing to go to impressive lengths to accomplish that, and while she wished could do it as Caramel, if she could only do it as Toffee… was that a sacrifice she was willing to make?

She still had a choice, but she wasn’t sure what to make of it. She wouldn’t, either, not until she saw how Stormfeather was faring in the weeks to come. Maybe then she could make a decision, and if she did, she could then figure out whether to tell Stormfeather who she was.

...but would that undo what she was trying to achieve?

Chapter 3

Chapter 3

The Next Friday-

“Hey, Storm!” Caramel said brightly. “How’s it going?”

Stormfeather smiled as he saw his friend approach. He’d gotten to the bar a bit early tonight, and was nodding to the music while munching on some cheesy hayfries. “Hey there, yourself. Grab a seat!”

Caramel did so. He watched his friend carefully, looking him up and down, taking note of how chipper he was tonight. “I haven’t seen you all week. Where’ve you been?”

“Not here!” Stormfeather said. He squirted some ketchup on the corner of his plate and kept chowing down. “I did what you said, man! I went out and looked for some jobs outside of Ponyville. Spent a few days up in Cloudsdale and Canterlot!”

Caramel raised his eyebrows. “Really? How’d it go?”

“Great!” he said. “More than great! Get this: I got offers in both cities! I could start as soon as Monday if I wanted!”

Caramel’s heart skipped a beat. “Storm! That’s GREAT!”

“I KNOW!” Stormfeather shouted. He raised his hoof for a high-five, which Caramel happily took. “They’re even both willing to be flexible around my training for the Wonderbolts! I fucking did it, man! I finally fucking did it!”

Caramel could hardly believe his ears. His plan had worked! Stormfeather had snapped out of it! Now he could move on with his life and… and...

...oh.

Caramel’s grin became strained. “So I take it this means you’re moving, then?”

Stormfeather deflated a little. “Erm… yeah. Likely by the end of the month. I just gotta decide which job to take.”

The words punched a hole in Caramel’s heart. He’d known this would likely happen; had even encouraged it to happen, but now that he was actually faced with it…

A waitress came and took their orders. They got their usual drinks, then took a moment to look out at the crowd of ponies.

“The Cloudsdale gig would be nice,” Stormfeather continued. “You know, with it being Wonderbolts Central, and all. But to be honest, I’m leaning more towards the Canterlot one.”

Warning bells sounded in Caramel’s mind. “Why’s that?”

Stormfeather let out a happy sigh, resting his chin on his hoof. “Oh, it’s not any one thing. Pay’s a little less, but the benefits are better. It’s a little closer to Ponyville, and it is the capital, so there’s lots of opportunity for advancement. Plus I think I’d be happier in Canterlot, you know? More culture, better atmosphere, better food—”

“You met a girl, didn’t you.”

Stormfeather winced. “That obvious?”

Caramel playfully swatted his shoulder. “You look like a lovesick puppy right now.”

A faint blush formed in Stormfeather’s cheeks. He put a hoof behind his head, his gaze turning wistful. “Okay, you caught me. Yeah, I met a girl. She’s from Canterlot. Ran into her at the Bluestemme last weekend.”

Yep, he’d been afraid of this. “No shit?” Caramel said casually. “You actually went and talked a girl? I’m impressed.”

“No! That’s the thing!” Stormfeather burst out. “I was just minding my own business, and she came up and talked to me! And holy horseapples, did we hit it off! We found out we had a crapload in common, and we talked until the place closed, and then we decided to keep hanging out afterward, and before you know it, we uh… um… heh-heh…”

Oh, Caramel knew. He’d been replaying it in his mind all week. He hoped to never forget it. “Just like that, eh?”

Stormfeather’s wings fluttered a bit. “Mmhmm. Just like that. Was like a whirlwind, to be honest! She showed up, we talked, we had sex, then she left the next morning before I woke up. She was only in town for business, see, and I think she had to get back so she could work on Monday...”

Their drinks came. They took them with their thanks, then took a moment to sip at them before continuing.

“Did she give you her address or anything?” Caramel asked.

Stormfeather’s eyes lingered on Caramel’s cucumber gin and tonic. “...no, she didn’t. She just kinda vanished! Poof! She did mention that she worked on Restaurant Row, though, so I can probably—”

“You want to move up to Canterlot to be closer to her.” It wasn’t a question. Caramel could see the truth.

Stormfeather coughed and looked away. “Well, I mean, that’s not the only reason—”

“But it’s the main one.”

“N-No!” Stormfeather protested. “Canterlot’s nice! Really! I think it would be a better fit for me! I mean the Canterlot job has some downsides, but it’s really—”

“Storm, listen to me.” Caramel suddenly grew very serious. “What have you wanted to do your entire life? What have you been busting your ass for, sacrificing, training, working out, to the point of missing work?”

Stormfeather scrunched up his face. He worked his jaw like he was chewing on something, and he didn’t like the taste.

“The Wonderbolts.”

“Exactly.” Caramel hated himself for doing this, but it had to be done. “You’ve had your heart set on this for years. Decades! You wanted it back when you still thought girls had cooties, and you still want it now. Your whole face lights up when you talk about it!”

“It’s not like I can’t train in Canterlot!” Stormfeather said. “There’s lots of gyms there! I can still keep my regimen!”

Caramel folded his hooves. “You told me that you didn’t get into the Wonderbolts the first time around because you didn’t have the wingpower. What’s going to help you up there? Will you be able to keep your body on the bleeding edge of progression with a handicap?”

Stormfeather’s face twisted. “It’s not a handicap, it’s just something I’ll need to adjust to! It’s basically the same thing I’ve had to do here. Rainbow Dash has to do it, too!”

“Rainbow Dash is fucking crazy,” Caramel said. He knew he was being tough here, but some of this was a long time coming. “Everypony in town knows that. The mare’s in a league of her own.”

Stormfeather fiddled with his hooves. “Okay, I’ll give you that one... ”

Caramel took a long pull from his spirit, nearly draining the whole thing. “You’ve also told me in the past that the gyms in Cloudsdale are better suited for what you need. Not to mention you’ll be more motivated if you’re around other pegasus athletes, and you might even find some connections there if you network. You’re going to need every advantage you can get, Storm. Celestia knows what kind of competition you’re going up against.”

It was a bitter pill for Stormfeather to swallow. Everything Caramel was saying was making sense, but that didn’t mean he wanted to hear it. Toffee had been a marvel that’d completely swept him off his hooves, and he did not want to let her go.

“I really liked her,” Stormfeather finally said in a soft voice.

He may as well have stabbed Caramel in the heart. Caramel wanted nothing more than to tell Stormfeather the truth, but…

“You like her more than your dreams?” Caramel asked.

There was a long pause. Stormfeather wrestled with himself, staring into the suds of his beer, watching them swirl around in his mug.

At last, he sadly shook his head.

Caramel had been expecting that answer, but it hurt all the same. “Think about the situation you’d you be in if it didn’t work out. You’d be in a sub-par job in a strange city, fighting an uphill battle to try and keep your physique up. You’d be completely running off of your own drive and motivation, without any good way to revitalize it. That sound like fun?”

Stormfeather mumbled something intelligible. He drank his beer sullenly, his shoulders slumped forward.

Caramel steeled himself for the hardest thing he’d ever had to say. “You should go to Cloudsdale, Storm. Don’t go making things harder on yourself by chasing after some mare. I believe you really can get into the Wonderbolts, but in order to do it, you need to stay focused. Canterlot’s not gonna help you do that.”

Stormfeather suddenly looked up at his friend with searching eyes. “You’re not making a lot of sense. Here you were saying last week that I should get a marefriend, and when I actually find a girl, you tell me not to go after her. What gives?”

“This isn’t the same.” Caramel ran a hoof down his face. “You said this girl just up and left Sunday morning, right? No address, no contact info, no goodbye note?”

Stormfeather pursed his lips. “No. Nothing at all. I woke up mid-morning and she was just... gone.”

Caramel nodded. “I’d say that’s a pretty clear indicator.”

Stormfeather’s ears drooped. “She might’ve just forgot…”

Caramel gave him a flat look. “Really?”

Stormfeather conceded the point. “Okay, okay, but you also said—”

“Forget what I said!” Caramel snapped. He downed his drink and slammed it down on the table. “Listen to what I’m saying NOW, alright?! I get you had a one night stand with a girl that left you smitten, but you need to Move. On. She probably just wanted a good lay without any strings attached! You really want to set yourself back just because of that? You really want to throw away your DREAMS because of that?!”

Stormfeather was taken aback. It was rare for Caramel to get this worked up, and the passion in his friend’s voice held his attention like a magnet.

“I’m glad you got a morale boost, but trying to pursue this girl is just plain dumb,” Caramel said.“You need to put your life first right now, and we BOTH know that Cloudsdale is going to be a much better place for you! There are other fish in the sea, Storm, plenty of which will still be there the night after! She clearly didn’t c-care about you if she left so suddenly!”

Stormfeather caught the hitch in Caramel’s voice. He realized that his friend was shaking, his teeth gritted as he fought to keep his breathing steady.

“I want you to be happy, Storm.” Caramel’s eyes were starting to feel hot, his heartbeat thudding in his ears. “From the first time I met you, I knew you had the sky in your blood. But this is an earth pony town, and Canterlot is a unicorn town. You belong with all the other Wonderbolt hopefuls, and—”

“Okay.”

Caramel stopped dead. He stared in shock at Stormfeather, his lips still parted mid-sentence.

“You’re right,” Stormfeather said, letting out a short laugh. “You really are right! Cloudsdale is the better choice. I shouldn’t go to Canterlot just because of some mare. I need to be where I can get the best training; keep myself in the best environment. I can’t afford to get distracted if I wanna make this a reality.”

A voice in Caramel’s head was screaming. He wasn’t sure whose it was. The color of the world was bleeding away, leaving everything awash in gray, and enormity of everything crashed into everything at once.

“I’ll still come visit sometimes, you know,” Stormfeather laughed awkwardly, the tension putting him on edge. “My parents are still here, after all, and I might be able to get some time off now and again! Should be okay so long as I’m not too sore from training—”

“I have to go,” Caramel blurted. He stood up and backed away from the table, unable to even look at Stormfeather. The walls were suddenly too close, and he was finding it hard to breathe “I-I can’t...”

He turned and fled out of the bar, ignoring Stormfeather’s calls after him as he dashed out into the night.

Nopony stopped him as he galloped through the streets. Caramel ran, and ran, and ran, trying to escape the truth that kept repeating over and over. He ran past Sugarcube Corner, where he and Stormfeather loved to hang out after school. He ran past the alleyway where they snagged cardboard boxes to play with. He ran past the town marketplace, where they’d load up on food before hanging out on weekends. He ran past the the empty lot where they’d played for hours on end. He ran past the riverfront, where they’d take boats out and ride downstream. He ran past the lamppost they accidentally knocked over one year, the dents still visible on the top.

Eventually, he stopped. He was out on the edge of town, up on a hill that overlooked the Everfree Forest. The air was humid and thick, and his frenzied run had left him drenched in sweat. It was overcast tonight, and the air rumbled with thunder, signalling the approach of more rain.

Caramel gasped desperately for air. His vision was fuzzy at the edges, his stomach twisting and churning in knots. He dry heaved a few times, and he fell to his knees and coughed, taking great, wet, raspy breaths. He clutched his head and let out a small sob, and before he knew it the tears were running unheeded.

It started to rain. Caramel didn’t care. He just sat and stared up at the night sky, the drops mingling with the ones that fell down his face.