Starlight Glimmer sat nervously in her seat.
It had been a day ago since she had been summoned by Princess Cadence to come to the Crystal Empire. She had received a letter from her, saying that something terrible had happened and stated that only she could come.
After assuring Twilight that she could solve whatever problem was going on, she set off to visit the Crystal Empire to help Cadence.
Just halfway to the Crystal Empire, the train had run into an obstacle and it appeared that the train tracks had been broken by a group of naughty teenagers and the conductor had told everypony to stay in their rooms while the tracks were being repaired.
"I just hope this train gets moving soon," Starlight grumbled to herself as she looked out the window. "It's already been a day and I should've been there by now."
Outside, she could see a group of royal guards and those weird ponies with glowing eyes and diamonds on their foreheads bickering with each other about something while the tracks were being repaired.
She paid them no attention and let her mind wander into other stuff while she waited.
I wonder why Cadence needs only me to come. I hope it's nothing too serious, Starlight thought while remembering the letter she had received. She yelped when she felt the train suddenly lurching forward. She looked out the window again to see the tracks already fixed and the royal guards departing.
"Finally," Starlight sighed before looking at the clock and groaning. "This will be another long trip."
The train finally arrived at the Crystal Empire. Starlight hurried off the train and headed towards the castle. After a few minutes of walking, she found herself in the Crystal Castle.
The purple unicorn entered the throne room to find a lack of guards or servants wandering about, only Princess Cadence nervously shuffling back and forth in only her undergarments, her mane in total disarray and her eyes red from lack of sleep, while she clutched a crumpled piece of paper in her hands.
"Starlight!" Cadence shouted once she noticed the unicorn, not in anger but with a mix between happy and desperate as she approached her.
Before Starlight could respond, she gasped as the Princess wrapped her in a tight, bone-crushing hug and struggled for air.
"Oh Starlight, I need your help!" Cadence cried, still hugging the struggling unicorn mare. "My beloved Shining has been gone for weeks and he's seeing another mare, and she's one of those freaks with glowing eyes! I knew they were up to something!"
"Can't... breathe!" Starlight choked out.
"Oops, sorry!" Princess Cadence apologized and immediately released Starlight smiling sheepishly.
"It's alright, Princess," Starlight smiled after regaining her breath. "So why am I called here?"
Cadence didn't respond, simply playing with her hair.
"Cadence?" Starlight asked, gently poking the alicorn mare's shoulder.
"Huh? Oh! I called you here because I need your help to make me more beautiful!" Cadence responded.
Raising an eyebrow in confusion, Starlight looked around the throne room before returning her gaze to Cadence. "Me? How am I supposed to help you do that?" She asked.
Cadence only smiled in an almost crazy manner that made Starlight nervous. "It's very simple, Starlight. You'll use your magic to make me more beautiful!"
Cadence clapped her hands together and began rubbing them as she giggled like a school filly about to do something naughty. "Make me so sexy that Shining's eyes will be for me and me only!"
With that, Cadence gave the crumpled piece of paper she was holding to Starlight.
Starlight took the paper and looked at it, blushing as she gazed at the crude drawing Cadence had made of herself.
"B-But how are you going to... that is..." Starlight stuttered in disbelief, her eyes still widened at the picture. "How are you going to tell everypony when they ask how you made yourself this way?"
"I have my ways," Cadence simply replied with a flick of her hair. "So will you do it? Will you help me? Please Starlight? I don't want to lose my dear Shiny over some wannabe harlots!"
Starlight hesitantly stared at the picture for a while, before nodding her head.
"Okay. I'll... do it," Starlight gulped. "I'll help you, Cadence-HNNNG!"
Starlight gasped again as Cadence embraced her in another bone-crushing hug. Starlight could swear her spine nearly broke this time.
"Cadence...please…." Starlight gasped.
"Sorry!" Cadence exclaimed, letting go of Starlight and scratching her neck. "I got carried away. Will you really do it?" she asked with a tilt of her head.
"Yes. I actually have one special spell that can help you, but I might need lots of... privacy," Starlight replied with a slight blush.
"Very well, let's go to my room," Cadence said, ushering Starlight with her.
"I want to surprise my dear Shining. That way, no other mare will be able to steal him away from me," Cadence mumbled more to herself, making Starlight feel even more uneasy.
Once they entered the bedroom, Cadence ushered Starlight inside and locked the door, casting a soundproof spell.
"Now, how are you going to do this?" Cadence asked, as the purple unicorn sat on the bed.
Starlight blushed as she remembered what she had learned, and noticed the paper she was still holding and placed it down.
"I... I need to focus while I... modify your body," Starlight stammered. "You have to be naked for this, i-if that's okay with you, that is!" She quickly added, her the redness of her cheeks deepening.
Cadence only laughed, not wasting time and quickly stripping off her clothes. "So it's one of those spells, huh?" She giggled.
Starlight’s cheeks almost burned as Cadence stood completely naked in front of her. The alicorn princess playfully swaying her hips side to side.
"O-okay, now I must focus so... please keep still," Starlight told the alicorn mare while nervously rubbing the back of her head.
"Alright." Cadence obliged, waiting patiently.
She watched as Starlight's horn glowed, preparing whatever spell she had in mind.
"So... what do you want me to change?" Starlight asked.
Cadence thought for a moment, before uttering, "Make me... taller?"
Cadence instantly felt nausea as the ground fell, and she felt herself rising higher until her shoulders reached over the lintel of the door behind her.
"Anything else?" Starlight asked, smirking.
Oh my goodness, I just grew taller than Celestia. Cadance grimaced to herself while adjusting to her new height. "Y-You can make me look like that from the picture, right?" She asked.
"Yes. Yes I can." Starlight chuckled. "Now, hold still, Princess."
With that, Starlight's horn glowed even brighter.
After a few hours of changing and moving cells around, Cadence was finally satisfied with the results as she admired herself in front of her mirror, while Starlight was exhausted from overusing her mind and energy.
"Yes! Now Shining Armor will never lay eyes on any mare except me!" Cadence gloated happily as she admired her now over-endowed voluptuous form, before turning to face Starlight.
"What do you think Starlight?" Cadence asked the unicorn mare while flexing her now muscular arms. “Am I attractive now? Shining can't resist this!”
Starlight was awestruck as she gazed at Cadence in her full glory. No longer was Cadence a frail and pretty alicorn, she is a true Goddess! An Amazon beauty!
Cadence's once small perky breasts had grown to the size of watermelons along with her nipples getting bigger. Her once pudgy body had all its fat turned into muscles with her stomach slimmed down into well toned abs.
Starlight's eyes wandered to the foal bearing hips Cadence had and held her breath when Cadence turned around to shake her rump at her. The large jiggly mounds of flesh entrancing her.
Cadence looked over her shoulder, giggling at the stunned unicorn mare's expression.
“Starlight? Starlight!” Cadence called to Starlight, turning to face her.
"Huh? AAAAGH!" Starlight, distracted while staring at the alicorn mare's excellent crotch, accidentally sent a zap of magic, causing the cells to form a new organ just above her mare parts.
"GAH!" Cadence grunted, clutching at her crotch in pain. "What is happening?"
Both Cadence and Starlight watched in silence as a blob of flesh and skin formed into a penis and testicles. Cadence's new stallionhood grew until it reached past her knees and the testicles filled up until they were the size of cantaloupes. Thankfully, Cadence could still feel her mare parts hiding behind her warm baby makers.
"W-What... NO! WHAT HAVE YOU DONE? WHAT HAVE YOU DONE TO ME?!" Cadence roared angrily, lunging at Starlight.
Starlight screamed and tried to save herself by catching Cadence's hands in her own, and they both wrestled on the bed.
Unfortunately, Cadence had gotten physically stronger due to her transformation and easily overpowered Starlight.
"You're gonna pay for this!" Cadence panted while Starlight struggled weakly in her grasp.
"Twilight once told me about you, you stupid sexy bitch. I'm gonna... I'm gonna... mmm." Cadence stared for a moment at the terrified unicorn under her, before leaning her head down and forcing her lips against Starlight's.
"Mmph?!" Starlight's eyes widened when she felt Cadence's tongue storming her mouth.
Starlight resisted at first, until Cadence's already hardening member pressed against her own, causing Starlight to shudder in pleasure. At that moment, she gave in.
As the alicorn princess continued to make out with her, their tongues wrestling for dominance, Starlight could smell a strange scent coming from her.
Hermaphrodite Pheromones? Starlight wondered as she and Cadence separated to breathe, staring lustfully into each other's eyes.
“Tell me, Starlight, how did you get that thing between your legs?” Cadence inquired curiously.
“Oh, I found this weird spell in one of Twilight's books and tried it on myself… you know the rest,” Starlight replied, blushing deeply. “I can't get rid of it. The book didn't say how, so I'm stuck with it.”
Cadence nodded in understanding while caressing Starlight's cheek.
A moment later, Starlight had taken off her clothes and joined Cadence on the bed, making out with her as they frotted their members.
Separating from the kiss, Starlight made Cadence lay down on the bed and gazed at the large slab of throbbing hot stallion meat in front of her, a scene that made her own throbbing dick twitch.
Starlight held Cadence's huge member in her hands and slowly started to jack her off, earning a soft moan from the alicorn mare. She chuckled as she watched the foreskin smoothly sliding up and down the glans, then playfully swatted Cadence's thigh.
"Hey, that hurt!" Cadence cried out.
"Oh, did it?" Starlight asked in a playful mocking tone.
Cadence only huffed before gasping in pleasure when Starlight brought her mouth closer and began vigorously licking at her sensitive glans, shoving her tongue into her leaking urethra.
"AH! STARLIGHT!" Cadence howled, twitching in pleasure.
With a smirk, Starlight moved her head away and began to pump faster with her hands as Cadence moved her hips in time with her strokes.
Starlight used her other hand to fondle her own dick, shuddering as she tugged and pinched the foreskin of her aching penis.
Cadence let out a loud cry as she reached her peak. Starlight watched as huge ropes of hot cum shot out of Cadence's member like a broken faucet, splashing into her face and drenching the bed and floor.
Not wanting to be left out, Starlight wrapped her hand around her dick and pumped as fast as she could. She gasped as her own orgasm shot out and splashed her warm life giving essence onto Cadence's balls and cock.
After their orgasms had ended, Starlight rested on top of the alicorn mare, burying her face between those large melons, while Cadence softly patted her head and back.
Starlight's ears perked up when she heard footsteps, freezing when the door opened. She looked over her shoulder to see both Twilight and Shining Armor with shocked expressions on their faces.
"Twilight!" Starlight panicked, flying off Cadence and landing on her rump on the floor.
"Shiny!" Cadence cried out and covered her body with the blanket.
"What the hell?!" both Twilight and Shining exclaimed in utter disbelief.
Oh no, oh no, oh no! This is bad. Really bad! Starlight thought in panic.
"Starlight... how could you?" Twilight asked, a betrayed look in her eyes.
"Wait!" Starlight exclaimed. "It's not what it looks like. I was trying to help Cadence get more beautiful, because she's afraid that Shining Armor would leave her for another mare more attractive than her!"
"By transforming her into a lifelike sex doll and having sex with her?!" Twilight demanded angrily, now standing over Starlight and glaring down at her, blushing slightly at the sight of the unicorn mare's flaccid member.
"Well, we kinda got a bit... carried away," Starlight smiled nervously, only receiving a glare from Twilight.
"Cadence, is this true?" Shining Armor finally asked.
"Yes. I... I just wanted to surprise you when you came back. I didn't want to lose you to some other mare like last time," Cadence explained, looking at the ground in shame.
Both Twilight and Starlight watched in silence as Shining Armor slowly approached the bed, Cadence shrinking back in fear of what he might do.
Stopping in front of Cadence, Shining Armor sat on the bed closely next to her, smiling warmly.
"Listen, Honey. I'll never leave you no matter what. Don't you remember my promise to you after our wedding?"
Cadence nodded and Shining Armor smiled, reaching his arms out to bring her into a hug, Cadence returning the embrace.
"But wait, who's that mare you were with?" Cadence asked her husband.
"Hm? Oh! That's Queen Silvia Everfree," Shining Armor chuckled. "Twilight and I were just showing her around and stuff. Her people are really friendly."
Cadence inwardly sighed in relief. "So that means... you're not leaving me? You aren't interested in other mares?"
"Never. No matter what, no mare can woo me except you, Cadence. You are already beautiful in my eyes. But... I don't mind if you want to be a little extra beautiful," Shining Armor told Cadence with a wink.
Cadence smiled, tears of joy welling in her eyes. "Oh Shining! Will you ever forgive me?"
"Cadence, you haven't done anything wrong," Shining Armor responded, kissing her before turning to Starlight, flashing her a smile. "You too, Starlight. Thank you."
With that said and done, Shining Armor mashed his lips against Cadence's, massaging her enormous breasts.
Cadence moaned in ecstasy, pulling Shining Armor on top of her while returning the kiss.
Meanwhile, Starlight had picked herself off the ground along with her torn clothes.
"Well, Starlight... congratulations on helping Cadence... somewhat," Twilight said, her smile forced. "Let's go home and pretend this never happened!"
Starlight only grinned. She was about to leave with Twilight when Shining Armor stopped her.
"Hey um... Starlight? Is it alright if you stay for a while?" he asked.
Starlight looked at Twilight, before dropping her clothes to the ground and shrugging. "Sure."
"Awesome!" Shining Armor grinned widely before taking Starlight's already hardening member in his hand and pulling her along into the room, closing the door in his sister's face.
Twilight stood frozen on the spot, before Shining Armor opened the door and poked his head out.
"Hey Twily, is it alright if you wait for a moment?" he asked sheepishly.
"S-Sure thing, Shining," Twilight replied with a twitching smile.
"Great! Uh, gotta go. See ya sis!" Shining smiled before closing the door again.
Twilight only sighed and stood next to the door. She blushed a bright shade of red when she heard the loud moans and the sound of the bed creaking.
"Hello, Princess!" Flash Sentry called as he approached.
"Hey Flash," Twilight greeted the guard with a smile.
Flash smiled back and was about to walk away before Twilight stopped him with her magic.
"Flash?"
"Yes, Miss Sparkle?" Flash asked.
Twilight batted her eyes, pouting innocently before asking in a seductive tone. “Would you...keep me company?”
The guard stallion's cheeks lit up and he stuttered a few times before nodding.
“Follow me.” Twilight said happily and used her magic to tug Flash along to a vacant room.
Author's Note
This was from a wet dream I had and turned it into a fanfic. I'd like to thank ImMrNoobHeadFU1 and Henry101 for inspiring me to write this story.
Also thanks again to Henry101 for helping me proofread and edit this story.
I hope everypony enjoyed reading! 
Note: In case if anypony is curious about the weird ponies with glowing eyes and tattoos, there'll be a sequel.
