The Shapes of Skystar

by moviemaster8510

Rating: mature
Tags: Princess Skystar, Sex, Profanity, My Little Pony: The Movie, Slice of Life, Human, Romance, Drama, Original Character, Fetish
Length: 8803

Princess Skystar and Lew have become close friends since they met. When an impulsive act changes everything between them, they're left wondering if their friendship can still survive, or if they will need to move forward to the next stage together.

Lewis, or as Princess Skystar affectionately calls him, Lew, is taking yet another trip to the hippogriff kingdom at Mount Aris. Though there's little for him to do here, Lew and Skystar leave each other with little else more to want. It's been nearly a year since they met, and the feelings between them are undeniable.

After an impulsive act by Lew completely alters the fabric of their friendship, neither he nor Skystar know where to go from there. All they hope is that their friendship can still survive, even if it means changing everything they thought they knew.

Added 'Fetish' tag due to mid-intercourse transformations.

Published 2018-02-01 01:50:06 UTC
Last updated 2018-02-01 01:50:06 UTC

The Shapes of Skystar

I stand at the bow of Celaeno’s ship, leaning over the banister and looking out into the horizon, waiting for the sight that will finally make this long flight all worth it. It’s my third time this month I’ve gone, but I can never tire of it, namely her…

Loud steps behind me break me from my gaze. I turn around to see Arion, the eyepatched member of Celaeno’s parrot crew, coming toward me. Hopefully, the news is good.

“Hey, long time no see…” His sarcasm humors me, and I chuckle.

“Yeah, yeah, I know.”

“If I didn’t know any better, considering how often you’ve been seeing her lately, I would say… well…”

“Haha, no, it’s not like that!”

I take a breath and look back out. Truth be told, I’ve really come to care for her ever since I ended up here and Pinkie Pie decided to take me to Mount Aris to meet the majestic hippogriffs. She introduced me to Queen Novo and, of course, her daughter Princess Skystar, and I can say with absolute certainty my life changed more that day than it did upon my arrival to Equestria. Her bubbly personality is just so magnetic, and I can’t help but feel goosebumps every time I hear her cute, snorty laugh each time we crack each other up. Ever since that first meeting, I couldn’t stay away, and with each visit down, I grow closer and closer to her.

Arion scoots closer to me and leans over the banister to look out to, clearly intending to have a longer conversation. “I mean, we have no problem flying you there, but there’s so much more to Equestria to see that I’m sure would blow you away. She must be really special if all you want is to come back for her.”

I huff out a single laugh. “You have no idea.”

“…Are you sure you–”

“Yes! Arion, we’re not there yet!”

“Yet?” Arion steals a nudge at my arm.

I smile as I shove his elbow off the banister, and he laughs too. I quickly frown, mildly bothered. I’ve only seen us as close friends, but we have slept in the same bed and snuggled with each other on occasion. Other than that, it hasn’t gone any farther. Plus, I don’t see how we could work like that. Not even counting she’s a hippogriff, I can’t imagine someone as stern as Novo would be very excited about her daughter sleeping with another creature. Though Skystar’s lived with her enough to already know this.

Just then, the thing I wanted to see finally come into view: the peak of Mount Aris, and with it, the shores of the sea that would take us there. Just a few minutes more.

“Well, your stop is coming up.” Arion, begins walking toward the quarter-deck. “I’m sure you’ll want to get right off and see your little girlfriend.”

We can at least agree on that much. Picking my backpack and my suitcase up, I follow Arion down to the cargo hold where they’ll drop me off.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

It’s dark, but I know the second the door opens for me, Skystar should be waiting for me on the beach. It’s only been a few weeks since we last saw each other, but I can’t wait to see and feel her embrace again. It’s my favorite thing in the entire world. Arion and Celaeno both slam the latch holding the wheels holding the door in place, allowing the chains to unravel and let the weight of the door open itself up. It’s super bright and sunny, and I squint to let my eyes adjust.

As I open them further, I see her there, positively beaming upon seeing me. “Lew!”

Ignoring two male hippogriffs standing beside her with shields and spears, I drop my luggage on the floor of the hold and run down the ramp. She gallops toward me and we embrace in the middle. As I pull her downy, swan-like neck into the side of mine, she rubs her head against my hair, her facial feathers massaging and tickling my ears at the same time.

“It feels so long since you’ve been gone!” she gently squeaks.

“Yep, I’m here now.”

“Yo, Lewy!” Skystar and I turn back to Celaeno with her emerald peg leg on my suitcast and putting as much of her weight on it as possible. “We’ve got our own day ahead of us!”

“Oops! Sorry about that.” She giggles her irresistible giggle and I can’t help but join her. “Guards, could you please bring Lew’s bags to his room?”

“Yes, your highness.” Both guards, certain that danger would not come to them, lay their shields and spears in the sand and trot over to get my things.

“The flight wasn’t too long, was it?” She asks with genuine concern.

“There are some things worth waiting for.” She smiles at me and she rubs the tip of her beak against my nose.

Once the guards stepped off the cargo door with my bag and suitcase, Celaeno and Arion began to roll the wheels and close the door back up.

“Thanks a lot guys!” I shout to them with a wave. “Same time tomorrow?”

“You got it, Lewy!” She flicks me a two-talon salute with a wink and a kiss just before the doors close, denying me a retort that I didn’t need to make.

We finally turn back and walk toward the base of the mountain, a long steep staircase awaiting us. Looking up, the two guards were already halfway up the mountain. Even with all my crap, they can fly good. I’m honestly jealous.

“If you want, I can always fly you up.” We’re already on the first steps, but I’m not hesitant to continue.

“It’s fine, Skystar.” I gently sling my arm around the base of her neck, reaching around and placing my hand on the front. “I like spending time together.”

“But… we have so much to do that we can spend time together doing! We can go swimming in the old seapony palace, or maybe we can lie down and read! I just love listening to you read stuff to me! It’s just we only have until tomorrow, and I just don’t want to waste any time.”

In all our months of friendship, I never accepted a ride from her. Then again, I was always here longer than a day and night.

I sigh, grinning. “If it means that much to you…”

“Heehee! Okay hop on!” Looking down, she has already overtaken me and is laying down on her stomach, glancing up to me excitedly.

Regardless, she has given me more than enough height to straddle around her butt and sit myself down on the small of her back. Picking me and herself back up, she turns around to face down the stairs and flares her wings out, and I place my hands underneath the bases, the spots there made very warm by where her wings rested.

“Alrighty, hold on tighty!” Jumping off the step, she glides down the stairs and picks up speed, my hands involuntarily clutching the soft, pliable skin of her underwings.

Reaching the sand, she banks tight to the left and tilts up, flapping her wings hard to send us higher towards the summit of the mountain. With her body nearly vertical, I slip my arms around her stomach and hold on for dear life, pressing my face against her back as well.

Once I’ve gotten a good enough hold, I can appreciate the versatility of the flesh below the ribcage, her feathery upper half gradually moving toward coarser equine fur there. With each beat of her wings, her stomach muscles and lungs contract and expand, the feathers and fur spreading out with each breath in. She’s working so hard for me, and I can feel it.

How big a fool I must be to have never done this before.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

Even in her seapony form, I’ve been working to keep up with her with my flippers, but with the air bubble she conjured over my head warping and bending all around as I swim faster, it’s difficult to see. Skystar loves to show off, and when I swim slower, she twirls and flips around me like an electron, but she’s happy to wait for me for just this reason.

After gently paddling through a particularly narrow cave, we enter into an elegant throne room, which has already started growing algae. While not completely overgrown, it is a disappointing sight to see something so beautifully ornate go to waste like this.

“Oh, would you look at this place!” Skystar ran her hoof fin along the walls, careful not to touch any of the algae. “Come on, Lew, dance with me!”

“Wait, what?” I can’t help but giggle.

“Yeah! Who knows when you’ll be in here next? By that time, it will be all green, and yucky, and slimy. Please, let’s dance while it still looks a little nice.”

I smile as I paddle myself toward her. Sure, her memories of this place weren’t the absolute best, but she did meet Pinkie Pie and her two pet clamshells here. I want today to go smoothly, so with an exaggerated bow, I offer her my hand, making her press her fins into her cheeks, enamored by my gesture.

“Oh, Lew, you gentleman, you!” She lays her soft hoof fin on my hand, which I gently squeeze and I move my hand around to the base of her fin, her scales soft, yet sturdy.

Once she puts her other arm over my back, I let her lead, and she begins slowly twirling around. As I try to balance myself, using my feet as rudders, we fly about the room like some kind of cheesy Disney movie. But she’s clearly getting a kick out of it. Whatever music is playing in her head, it must be a damned fine tune.

I start to feel a song play in my head as well as we continue spinning through the water. Something I heard in an old movie long ago; I can’t put my finger on it, but I think Gene Kelly was in it. I want to hum it out, but I can’t possibly remember how it goes at a time like this.

As I keep a hold of her, her head sometimes pushing against the side of my air bubble and laughing each time as she does, everything starts to flood into me. The feel of her body on my arms and naked chest, the floating sensation in the water, the sound of her laugh in these very moments, I suddenly start to feel what Arion had teased me about back on the ship.

At this very moment, I do feel so much in love with her.

I’m almost certain that she realized this long before I did. She’s the one that wanted to carry me up to Aris’s summit, she asked me to dance. She wants this with me because she’s so in love with me. She must be. I’m so wrapped up in my thoughts that my feet lose control and our grip on each other begins to slip.

Skystar slows herself and holds me steady, confused by my flushed face and heavy-breathing. “Lew. Are you al–”

I throw my face to hers and press hard enough to pop the bubble giving me air. With my head free, I can press my lips to hers, cupping my hands beneath the sides of her jaw as I deliver my first kiss to her, the gel-like texture of her nose filling me with such pleasure, such regret that I never took her up sooner. Looking into her eyes, they are shot open with her pupils narrowed.

No, did I frighten her?

I pull away and suck a mouth full of sea into my mouth. Right now, I can only focus on her face, which is probably mirroring mine; unsure of what I have just done. I instinctively open my mouth to speak, but more water fills in, and I suddenly remember, my bubble’s gone.

I clutch my throat and begin to thrash about in a panic. Skystar must realize this too, as I feel my body grabbed and torpedoed out through where we came in, the ripples of light on the surface not much farther away now. We soon shoot out of the water and land on the edge of the pool. In my shock, I gulp half of the water in my mouth, and I begin to violently cough, most of it landing back on the stony surface. I can breathe normally again, although the water I couldn’t get all out tickles excruciatingly with each inhale.

Turning to Skystar, who is beached behind me, she has a mixture of confusion and concern. “Lew… what, was that?”

Shit. Now what am I supposed to say? It’s the only thing I can think of, even if I have no idea if I’ll regret it or not in the heat of the moment.

“I’m… I’m sorry.”

Skystar lets out a sudden huff, seemingly shocked that I could say such a thing given what I did. “You’re… sorry?”

“It’s just when we were dancing…and I was holding you… and you were doing that giggle that I just love so much…” As I vomit my words out in a helpless stream, I can’t help but continue on, hoping to find the right string of puke that will tie my whole mess of an excuse together. “I just couldn’t help myself, and… I just thought you’d like it too.”

At the very least, my response also leaves her stunned, something I wasn’t quite expecting. She finally works up her response. “I… I mean, I like you a whole lot, Lew, it’s just… I had no idea you liked me in that way…”

And with that, she says what I feared she would. I ignore the burning in my chest as press my eyes into my palm and start weeping. Scooting her way toward me, she leans against me, pats my back puts her other arm around me.

“No. Please, don’t start crying, Lew.” She fights her tears as well. “Please. I don’t like seeing you sad!”

She hugs me tight, her aura trying so hard to reach mine to let me know that everything will be alright; that we’ll still be alright. I can’t see how it can. I just can’t.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

Dinner is mostly silent. The chefs even prepared my favorite tuna and quinoa-cake dish for the two of us, but I can’t help but feel it tastes so bland. I can’t face Skystar, even though she’s sitting right across from the table. I don’t even know what I’ll be compelled to do if I lay my eyes on Novo, who’s sitting at the other end. Even though I can’t, more accurately, won’t see her, I can feel her reading my anxiety.

“Lewis, what’s going on?” Even at her most compassionate, she sounds offended. “You’ve hardly touched your food.”

“I’m sorry, Queen Novo, I… I’m just not hungry.”

“Why? Are you upset?”

“Yeah,” Skystar is quick to answer for me. “We were doing that swimming thing where he steers me through the water, and I hit my head, and he feels really bad–”

“I’m certain Lewis is capable of answering his own self.”

I force a nod. It’s a fair excuse. “Yeah… That’s what happened.”

“Well, I told you both to be careful.”

“Mom, please, he feels bad enough already!”

Novo sighs and drops her napkin on the table. “Very well. If you’re not hungry, you can excuse yourself.”

The biggest relief I’ve felt today since the kiss. I throw my napkin down onto the table, swing myself off the chair and storm toward the exit door. Skystar stays behind with her mother. I clearly don’t know much about her anymore, but she certainly knows to keep her distance when I’m upset.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

I’m curled up under the covers of my bed. The moonlight that shines through the windows and the silk curtains as soothing as it normally is, but I don’t see myself sleeping very well tonight. I’m just hoping that my stress will wear me down enough that I’ll be out soon. I hear the door open, and I don’t know who it is. Frankly, I don’t care. I hear them coming toward the bed and I just lie as still as I can, hoping that they think I’m asleep and try not to bother me.

I then feel a slight tilt back as I feel the mattress sink under the weight of whoever’s climbing in it. Well, not whoever; definitely her now.

The covers flutter off me for a moment as she clearly tosses them over herself. Maybe it was a fluke after all. Just a stupid, heat of the moment thing that we can just forget about and move on from and continue our friendship as it’s always been. We can just sleep together again and start tomorrow like normal.

With small bounces, I feel Skystar scooting close to me, her soft underside resting against my back as her arm comes down and clutches my stomach like her own giant sized teddy bear. We’ve slept like this so many nights before, but it all feels different now, but tauntingly as similar to this afternoon in the underwater palace.

The even with my shirt between our bodies, I can feel the warmth of her belly against my spine, and her talon gently clutching my abs pricks with such alien comfort. Her beak rests just behind my ear, and with each puff of breath that leaves her nostrils sends a sharp electric tingle below my waist.

This was no fluke. I wasn’t just wrapped up in our tender little dance. I truly do love this creature, and no amount of mental gymnastics can keep me from feeling so intensely about her anymore. I take a deep breath, deeper than anyone who’s ever been asleep could possibly make.

She picks her head up just slightly, knowing that I’m awake. “You… actually love me, don’t you, Lew?”

I can’t deny this to myself any longer, and I can’t kill what’s left of our friendship now by pretending. I force the most painful nods I can muster. “Yes. I do.”

I hear Skystar sigh an oncoming sob, so shaky and broken. I want to cry too, but I want to be strong for her as a friend, not as a lover, and so I bite the inside of my lip to concentrate on something else.

“Can you please turn and face me?”

I tilt my head up. I can’t be sure if I heard her correctly, but I do what I understood, and I begin to turn myself around to face her. With my other side of my head on my pillow, I get the chance to speak to her eye to eye. “What is–”

Her beak presses into my mouth, and her eyes are closed, the polar opposite of mine now. I have to believe that I look the exact same way she did when I kissed her. My entire body shivers as I feel her tongue push its way past my teeth and stroke the roof of my mouth.

I pull away, throw the covers off me and sit myself up, feeling as though I had just seen a ghost. She looks back at me, once again confused, but this time deeply hurt. She looks far from breaking down, but it’s as if I had stabbed her in her heart and she still can’t fathom that the blood is hers.

“Skystar?” I try to ask.

“But… you said you loved me!” The tears in her eyes glisten in the moonlight.

“I do, Skystar. So very much! But I don’t want you to love me like that just because I do!”

“Lew, don’t you understand? I’m sorry it took what you did to realize it, but… I love you too!”

It’s almost too good to be true, and I’m certain it isn’t. “What?”

“I just… I always thought we were really close friends, but… when you’re not here, I’ve thought about you in ways that I don’t even think about Pinkie Pie, and I always just figured, ‘Wow, Skystar, you’re going from being super close friends to super-duper close friends! Great job, kiddo!’

“It’s like… those feelings were building up, like… like a big, big bubble inside of me. When you kissed me today, that bubble popped, and all that ‘air’ and stuff went all through me, and I didn’t know what it was at first. I’m still not fully sure what it is, but I know that whatever I’m feeling right now you also feel. I know you want me so bad, and I just want to let you know right now, I know that I want you so bad too!”

She crawls toward me, and with her arms slinging around my neck, she lays her entire weight on me and rests her head beneath my chin, her feathery mane like rabbit’s fur on my skin.

“Please, Lew,” she begs ravenously, “I want you to love me! I know that there’s nothing I’ve ever wanted more from you than that!”

With a heavy heart, I unclasp her talons off the back of my neck and hold them out in front of me. She looks to me with those innocent, shimmering eyes as I massage the claws, their firm, bony texture feeling more so than ever. Regardless, I can only put her arms back on the bed, lean forward and hug her. She doesn’t move, clearly unsure what I’m doing.

“I want us to stay friends…” I may as well be saying we’re over with how badly this hurts. “But I can’t see how we’d even work.”

“What are… what are you talking about?” She still won’t get it. Please get it.

“We’re literally from different worlds! I… I mean… what would your mom think about us?”

“Mom would be fine, I’m sure of it!” Her voice is getting desperately higher as she forms a ring with one talon and points with the other. “I mean, sure, she might ground me if she knew we were *ee-ur-ee-ur* in the guest room, but–”

“Skystar, Jesus!” I rapidly spin away from her and throw myself off the bed to land on the floor. “Do you hear yourself? This is the exact kind of thing that I was afraid of!”

“Afraid of? What do you mean, Lew?”

“When I kissed you, I did so because I was just so damned overwhelmed. I wasn’t thinking clearly! I mean, god! What if you weren’t the least bit ready for that down there? That I was just a close friend who suddenly decided to force himself onto you and pressure you into being more than that? What if that’s the last thing you wanted?”

“But… it is what I want.”

“You’re missing the point! Right now, emotions are high. I get it, I’m yelling, and very fired up. But the truth is, I don’t want either of us to rush into this thing simply because we now feel a bit more strongly about each other today than we did yesterday!”

“So, what are you saying exactly? That you love me but you… don’t want to love me?”

Her tears start flowing, and if I’m being completely fair, I can’t discount that there’s a kernel of truth in that response. I want to end this as positively as possible, though I’m doing a bang-up job of screwing it up. I take a deep breath and compose my thoughts.

“When I came here this weekend, I was expecting all of this as much as you were. I would have been happy swimming and dancing and maybe reading a little in bed with you, but I’m suddenly feeling something I’ve never felt before, and… full disclosure, it’s fucking frightening!”

Skystar lies on the edge of the bed. She’s waiting for that moment that will sate her equally troubled mind, but I don’t know how much longer I can keep this up.

“I mean, there’s just so many things suddenly racing through my mind. There’s the fact that I’m a human, you’re a hippogriff, your mom, what your other friends will think… it’s just…” I take another deep breath. I know I’m going to need to stop before I regret it all. “I’d like to sleep on it. That’s all?”

Skystar slides of the bed and walks toward me, cocking her head in bemusement. “Sleep… on it?”

“Yes. This is really happening so quickly. Can you please just give me the night to think about all of this?”

As Skystar slowly hangs her head, I can’t help but notice the subtle wilt in the largest feather at the front of her mane, and while it pains me to see her so disappointed, her lack of any stronger negative feelings gives me hope. “Alright, Lew. I’ll let you… sleep on it.”

She’s about to leave soon, I know it. I have to do something that will at least end it on a high note, and given this exchange, anything I do could only be a step up. I quickly smother her in a hug and dig my face into the feathers of her neck.

“Thank you. This won’t be the end of us. I promise.”

She pulls away and begins to walk back toward the door. “That’s fine, just… go ahead and sleep on it. We can talk in the morning.”

Once she turns around, I walk back to the bed and sit on its edge. I do have a lot to think about, and I can only wonder what tonight has done to us and what it stands to do. Before she leaves opens the door, the two of us, almost empathically, glance to each other. God, all these signs, but… I won’t risk it.

She pulls the door open and slowly steps out. Feeling alone, I fall back onto the bed and lie still. I don’t know if I even want to crawl back to the pillow. I think I’ll be fine right here.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

“…ew…. …Lew, come on, I know you can hear me.”

My eye’s clench before I slowly open them, the blurriness obscuring what looks to be a very human shaped head looking above me. Blinking faster, my vision fully returns to confirm my suspicions. Looking down above me is a human woman about my age with hair the same color as… the same style as…

Skystar can clearly see how quickly I figured it out, and as my mouth opens to scream, she puts her soft, human hand over it, and despite this, I still cry out through it.

“Lew, no! Shhshshshh…” Leaning over me toward my face, a finger pressed over her natural pink lips. “It’s okay, it’s me! It’s Skystar!”

“Ugh nugh!” Her hand muffles my words, and as she slowly removes them, I look into her face, my eyes promising I’ll stay quiet. “I know, but… what are you…”

I sit myself up and turn to face her, and the sight before my eyes is even more shocking.

Skystar is stark naked, my eyes instantly drawn to the her small breasts on her chest, each eye trained on her erect nipples. Sitting on the backs of her calves, her legs were partially spread so that she could reveal her very human…

“Skystar, what the fu–”

She hops off her knees and lands her face onto mine, locking our lips together as she grabs hold of my face. Putting my hands underneath her arms, I push her off of me and hold her in place. The skin of her armpits are lightly fuzzy and warm, just like the undersides of her wings. This is so weird!

“I’m sorry, Lew, but I couldn’t sleep, and you know what? I though it about it too, and you know what? I still love you, and I will always love you no matter how long you want to think about it! I’ve done my thinking, and all I’ve come up with is that I want you!”

She manages to put her hands around my neck and fold her fingers together, pulling herself back in for another kiss. Along with the small, sensitive mounds pushing against my own chest, here’s something about her passion that keeps me from fighting, and I so badly want to feel inside her mouth as well, but I find the will to push her off again.

“Why are you even human? Did you–?”

She points her thumb to the bedstand where the slightly glowing Pearl of Transformation was sitting. “I’ve been learning from mom, and if this is what it’s going to take to get you to realize we were meant to be, then so be it!”

She goes in for another kiss, but her lips meet the palm of my hand I just so nimbly slipped in before she could. “But… what about–”

“No!” Her hand is put over mine. I had my say last night. Now it’s her turn. “Don’t you get it? You say you want to wait until we reach that next stage, but I’m certain we’re already there! But you don’t need to be afraid, Lew! It’ll be just like when we first met. We got to know each other, we started liking each other, and then we became nearly inseparable! Now we just have to see where this part plays out!”

I put my hand down, allowing her to move in, but I turn away, letting her suck on my cheek and neck as emotion floods up into my eyes.

“I just…”

She grabs my chin and jerks it so she can face me.

“No matter what happens, no matter how badly this all ends up turning out…” Two tears roll down her cheeks. “I will always be your friend. I love you too much to take that away from us.”

I tilt my head back and let two of my tears fall from the corners of my eyes. I know what I’m about to do, but I don’t know where it will take me. None of that matters as I feel compelled to grab the bottom of my shirt and pull it off of me. Those eyes of Skystar’s fill me with the promise that we’ll be okay.

Looking back into her, I smile for the first time since our dance, and she can already anticipate what’s happening. Whipping my shirt to the floor, I tackle her down and bring my lips to hers, our tongues freely exploring each other’s mouths. The feel of her impossibly smooth stomach against mine is indescribable, and the quiver in my nethers becomes unstoppable.

As I struggle to pull my the waistband off my sweatpants while still kissing her, Skystar pinches the bands of my pants and briefs with her toes and pushes my pants off, her toes running against the sides of my legs. My already erect cock springs out, and with a tensening of my pelvic muscles, I manage to hold it still.

I can kick the rest of my clothes off as Skystar spreads her legs for me and invites me in. I crawl a little more over her, giving my stiffness enough room to penetrate her sex. Her mouth pulls itself open and she lets out a guttural moan as I feed more of me inside her. She tightens her moist hold onto me, and with slow, almost teasing strokes, I repeatedly slide in and out of her.

As I feel her arms and neck, I’m completely amazed how perfect they both are. I begin to go just a bit faster as she pushes into and pulls against my forces. My palms go down the front of her shoulders and sail over the wonderfully shallow crests of her tits, and I still can’t believe it. The hippogriff that I came to know, the seapony that I looked forward to swimming with every time I came, she was just as gorgeous human being as she was any of those.

But with my shaft burning with pleasure, I look into her face, the face that I have only known for a few minutes. I love who it’s attached to, but it’s not the face I fell in love with. I begin to slow my pace down, easing her into normal, quieter breathing before removing myself from her. Stroking her face, she looks confused again, especially as I smile down and stroke her cheek with the backside of my fingers.

“Why… why are we stopping?”

“This isn’t who I want. I didn’t fall in love with a human, I fell in love with a hippogriff with the greatest personality and the cutest laugh in Equestrian history.” I booped her nose and she erupts into her snorty giggles that I love now more than ever. “I want to love you as I’ve always known you, as you’ve always been.”

Her nodding is very slight, but as the idea catches on, it becomes more energetic, her smile matching it. She reaches for the Pearl, and with her human form about to come to an end, I bend down to her and dig my face into her navel, her body instinctively squeezing in with the chill of our saliva touching it. A faint, yellow aura begins to swirl off the pearl and wash over my beloved as I move my lips up to her luscious breasts and give each one a soft peck before returning to her face.

My stiff member returns inside of her, soft and damp as dewy rose petals, as I hold her face and feel the hot breath from her carnal groans fill my mouth. As the Pearl’s aura soaks into her, the skin on her flesh begins to seemingly melt through my fingers and her nose and lower jaw begin protruding out and getting firmer as it pushes my face away. The flaps of skin begin to separate out and gently fray into feathers, and her nose and jaw reform into her original beak. The feeling of both is nearly indescribable, and my cock just feels like it’s about to burst!

I notice as her blue hair also begins to clump together and flatten itself, becoming her downy mane. Moving my thumbs to her ears, I feel that they’re already beginning to stretch out and get softer, and with her eyes enlarging with their sockets, I can now resume kissing the real face of the one I love. Placing my lips over the tip of the beak, Skystar opens her mouth to let me feel her avian tongue against mine, so dainty and round.

I notice her eyes shooting open, immediately feeling danger, and I yank myself away in time as she violently arches her back and yells in a mixture of agony and ecstasy. Almost in an instant, her breasts sink back into her now flat chest and her nipples seem to sink beneath her skin.

“What’s wrong?” I ask. “Did it hurt?”

“Turn!” She gasps. “Let me turn around, quick!”

That’s right. With her form returning, she’s now growing her wings, which are probably prodding very uncomfortably against the mattress. Even her ribcage is starting to rise up into a more equine-form. I pull back out of her now soaking pussy, and as she spins herself to her hands and knees, she nearly kicks me in the side of the head, something I can’t help but laugh about. Looking up, two small, baby-sized arms are quickly sprouting and growing from under her shoulder blades, the fingers stretching to incredible lengths as the skin there, like her face before, becomes covered with plumage. It’s a sight that’s as hideous as it is hypnotically beautiful, and I cannot look away.

“Ugh!” Skystar quivers and shakes as the skin on her hands begin harden, the fingers curling back into her talons, the upper body nearing completion. “Don’t stop now! This feels so great!”

She can hardly control her legs, the left one stretching out behind her and furiously scratching at the mattress with the bottom of her toes, which began to meld together like putty as the nails grew larger and thicker. With her crack spread wide by her stance, her anus pulses in and out in desperation for me as a stub of flesh soon appears at the top. Her cunt is now dripping with her juices, possessed by the sensations her body's going through. Without a moment’s hesitation, I clutch onto the insides of her thighs and drive my steel-hard shaft in with a near-symphonic slosh.

“AHH!” she screams. “Harder Lew! Harder this time!”

I follow my princess’s command and thrust hard enough that my stomach slaps her ass, which, once smooth as marble, starts to sprout a shallow layer of fur which has already coated the rest of her. I feel it grow beneath my hands as well, and it’s simply fantastic! As her tail sprouts out from her back, it furiously whips about in all directions, strands of wispy tail feathers shooting from it with each flick until her tail is once again full-bodied.

I then feel her lifting her hindquarters up as her legs star to transform, the bones shifting and elongating so that she’s forced to stand to them. Without breaking my stride, I continue plunging into her as I slowly get to my feet, my waist now on the same level as hers. Skystar loudly whimpers as she clutches the covers tight enough to puncture them, and soon, her transformation reaches me once again.

Her ass became firmer and leaner as the meat in her thighs expands in my hands. Brushing her tail to the side, I can both see and feel her luscious marehood transform before me. The vibrant flesh-pink lips, once small and delicate, begin to puff up further around my member and squeeze on it as if it’s trying to read my blood-pressure. Her ass appears to push out with herculean intensity as her human anus begins to swell into a small, bulbous puff.

Her transformation is complete, and with an even tighter contraction of her vaginal walls, her moans slowly morph into yells of oncoming climax. I’ve been waiting for just this very moment, and I quicken my pace inside of her, my loins also revving myself to orgasm as I grunt in rhythm.

With one final, croaky scream, Skystar orgasms and splashes her juices all over my dick. With that sudden, icy to hot sensation, my body involuntarily contracts as I ejaculate into her, moaning with the sensation of my semen leaves me. Panting with the exertion of having sprinted a marathon, we stay where we are as we empty ourselves into and onto each other’s organs. With my body drenched in sweat, I gently lay my body onto her lower back, hugging her around her waist, my wrists pressing down on her two plush breasts that are there.

With another breath, Skystar breaks into weak, but triumphant laughter. “Thank you, Lew. That was the greatest thing I’ve ever felt.”

I must be finished for the most part. With care and consideration, I slowly pull my stiffness out, careful not to drip too many of our respective fluids onto the bed. This proves to be virtually impossible given how cold and soaked my dicks is upon feeling air once again. Halfway out, I know I can’t do it, so I quickly remove myself, a hefty amount the mixture inside of her sliding out and onto the covers. I collapse onto my side and Skystar does the same. With her weight on the covers, I pull myself by them so I can spoon my wet, tired body against hers, my dick sandwiched between us.

She begins to giggle again, and I can assume its only because she recognizes it there. “That was incredible. Thank you again for that.”

“No, Skystar.” I reached over her and stroked her fuzzy chest down to her breasts, which were also soaked with sweat. “I should be thanking you. I’ve never felt so close to you than I do right now.”

“I mean… you were inside of me. How much closer could you possibly get?”

We both laugh, harder than we thought we could, but we quickly calm ourselves. We deserve this quiet moment together. If I could just fall asleep stroking her, pressed up against her right now, this will be the best night of my life, but it changes once again with Skystar’s prompt next question.

“Can we do that again?” I pick my head up slightly. Did I hear her right? “I mean, I’ve never done anything like that before. I don’t know if you have experience or not, but if you’re up for it, I’d like to do that again.”

I laugh. As tantalizing as the prospect seems, I’m not entirely sure. “Gee, I don’t know, Skystar. That really took a lot out of me, and I’d need to recharge.”

“Recharge, schmecharge!” She twists herself about so she can face me. “I just want to do it one more time! Please, Lew!? For your good friend Skystar?”

Dammit, you make saying “no” impossible. “Alright, let’s give it another shot.”

As if her body went through a full night’s sleep in an instant, she shoots onto all four and prances in place, waiting for me to get up. As I turn and sit cross-legged, she slowly rests down on her stomach, looking at me with confusion.

“What are you doing, Lew? Are we trying something else, here?”

“You know?” I make my smile as sly and devious as I can without looking too evil. “When I said I want to make love to the hippogriff I fell in love with, technically, I kissed you when you were a seapony…”

I let the last word hang until she eventually gets it, which I can tell by the ever-widening smile on her face.

“Oh my gosh, that sounds great! I’m so glad to be in love with someone as smart as you!”

She picks herself up slightly and reaches for the pearl, which begins to glow to her touch. The moment I see the auras spreading off it, I reach over and pull her down by her stomach, landing with her left side on my lap. With my left hand I pull her head in for a kiss. As our tongues begin going at it, I slip my right hand around her leg, my wrist and forearm grazing between her breasts, before sliding my middle and ring fingers into the bottom of her pussy, which already feels warm and inviting, even with our residue from before soaking my fingers.

The aura of the pearl is absorbed into her again, and the changes start more quickly. Her beak, hard as a rock, begins to soften and turn slightly rubbery. Soon, the back half of it begins to meld, forming cheeks, and the tip widens and flattens out into the cute, squishy nose I first kissed until she maintains a fully pony-like muzzle. Her new lips press back onto mine, and she slips her stronger, wider tongue into my mouth as I lock mine onto hers. Her wings ruffle a single time before they press into her sides, receding in and fusing with her until they are no more. Just then, all of her body feathers, even her fur, just sinks into her until her entire body is completely flesh, the same impeccably velvety flesh she had as a human.

This smoothness and weight of her equine body on mine is about to send me over the moon, and with as much agility as I can muster, I slip myself from under her so I can mount her stomach with my chin resting on her mameries. With my arms now resting on the insides of her molten-hot thighs, I clench the cheeks of her ass pull my face down towards her marehood and begin to run my tongue along its lips and her clit.

I feel a pair of flat objects lift me up by the inside of my own thighs and once I take a breather and look underneath myself, I see that Skystar’s talons have already become her hoof fins and her mane had already turned membranous just like them. Leaning forward, she takes my dick in her teeth and sucks me in like a long, fat noodle. I gasp disdainfully as I am pulled away from her still winking pussy, but I realize quickly that it was for the best.

With her tail and feathers sliding into her lower back, her legs stretch out of their own free will, bending until they join together, allowing the flesh to meld to each other to start the creation her mermaid’s tail. As the creases in her legs and groin swell up to form a flush, conical shape, her hooves start growing out and flattening, growing more and more versatile until her tail fin forms from it. Her natural frilly collar forms along her chest and unfolds against my thighs, making me shiver. I huff loudly once the pearl in her chest rises up and presses into the base of my hard-on.

Even with her making good work of my dick, her nose even bumping up against my ballsack at times, it’s hard to focus on that as I finally see the small slit of her cloaca spread a an inch or so up and down just below her breasts. From the corners of my eyes, her red wing-fins spread over to the sides of the bed. Finally, her luscious skin starts to harden as it flakes off into thousands of small scales that go down the length of he body, finishing at her tail.

I then hear a spitting sound and slight gag behind me. “Hey, Lew, can we stop this? This tastes weird.”

The feeling was mutual on my end. “Of course.”

Rolling off onto my back, she turns herself over and crawls toward me. “Now what are we doing?”

“I started on top of you,” I explained, pointing at my flagpole of a penis. “I want you to finish on me now.”

“Ooh! I can do that!”

She hops onto my stomach, very luckily only bending my penis down toward me rather than breaking it. Then, as she plants her hoof fins on the sides of my stomach, she wiggles her body so that the center of her aquatic pussy is directly over my member. With an enthusiastic nod, she goes down on it. As she pulls in and out, the wave-like motions of her lower body work my shaft like a level, pumping it forward and back as well as up and down.

“Is this good?” She asks me.

“Perfect! Don’t stop! I’m almost there!”

“Oh… me too!”

The feeling of weightlessness returns to my crotch as my cock is due to explode any moment now. Skystar whimpers loudly as her own body prepares herself to burst. At that moment, her fins lose grip on me, and she falls directly onto my stomach, and as we orgasm together, I hug her tight and scream to the ceiling as she wails in my ear.

Having gotten most of our payloads out the first time, we empty ourselves in a matter of seconds. Skystar limply rolls off of me as we lay side by side on our backs, our breathing more weak and hoarse.

“I think…” I panted. “That was just as good as the first time.”

“Yeah…” She then holds her hoof fin over my chest. “High fin?”

Without even looking to her or anywhere else, I raise my hand and give it a gentle slap. I have no idea how much longer it’s going to be until I fall asleep then and there, but a couple questions of my own keeps nagging me. “So… how are we going to keep your mom by finding out about…”

I slap a specific part of the bed, a sickening splat accompanying it. Recognizing it immediately, Skystar puts a fin to her mouth, having completely forgotten. “What about… we throw the covers into… the tub… in the morning. I’ll just say I pulled… a prank where I woke you up in the tub?”

I’m way too high off ecstasy to argue with that, and I shrug. “Sounds fine with me. Also… how long can you breathe… in that form?”

“Oh, well…” Her thoughts take a long time to come together, her mind as exhausted as her body. “I can stay above water for a couple hours, but… I really don’t want to get out of bed right now.”

“Me neither…”

Skystar sighs and lifts herself into a seated position. “Alright, I’ll change back into a hippogriff.”

As she crawls to the Pearl, she reaches for it, and once she makes contact, it lights up for the last time that night. She has no idea, however, as I stealthily roll to all fours, and with a leap, I tackle her and roll her onto center the bed, placing her back on top of me.

“Lew? Are we…”

“How about one more for the road?” I fight my exhaustion to give her a wink.

“Whew, I… okay!”

As we make out, the aura from the Pearl travels over to her, providing us with one final transformation before we completely pass out.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

Skystar and I clutch onto each other hard as Novo and a couple of her guards see me off, Celaeno, Arion, and their ship behind me, the cargo door open with my bags set beside him. I finally muster the courage to pull away from her, needing to leave.

“Don’t worry.” I find it very hard to fathom that even with the night we shared, it’s just as difficult and sad to leave now as it has been in the past few months. “I’ll be back sooner than you know it.”

“I know.” Her eyes are already dripping. “I just know that when you are, it will be extra special.”

I smile, knowing this to be the absolute truth. “I’ll see you around Skystar.”

“Bye, Lew! Safe travels!”

Even as I walk back to the ship, I can feel it in my heart that she’s waving me goodbye. I have my foot on the ramp of the cargo door, but I just can’t bring myself to step on. This doesn’t feel right.

“Come on, Lewy!” Celaeno shouts at me. “We’ve got a tight schedule today!”

No. Not yet. “One more thing!”

Wordlessly, the two parrots watch me run back to Skystar, who walks up to me with slight worry on her face.

“Lew, is everything alright? You didn’t forget–”

I hold her lower jaw and kiss the tip of her beak, leaving Skystar blushing madly. Behind her, Novo and her guards are flabbergasted, and I can only imagine that the parrots are just as shocked, if not, more. I finally pull away, and Skystar looks back into my eyes. With her widening smile, I can see her gratitude. It’s now very hard to take my hand off of her, but it’s really time to go now, and I back up toward the ship.

“I’ll see you around… Skystar.”

I turn around and run on. I know that if I continue looking at her, I might not want to leave. But I can’t help myself, and as Celaeno and Arion crank the cargo door closed, I watch as Skystar returns to Novo’s side, awaiting her mother’s response. The top of the door begins to block their talons and hooves, and as I breathe in, praying to see what she does, I see Novo nuzzle the top of her daughters head just as the door completely blocks my view. I sigh in relief, as the door closes on us, plunging us into momentary darkness.

With that settled, I use the faint light from the stairwell to find my bags, picking them up so I can go to the deck. Celaeno and Arion both follow me closely.

“So…” Arion speaks as though he’s sporting a shit-eating grin. “What was that all about?”

It’s pretty clear he knows, and with a smile he can’t see in the dark, I let him work to break my silence. “Shut up!”

“Oh no! You’re going to tell me every juicy detail! Let’s talk it over my finest bottle of sherry!”

Well, it looks like my next stop is to the brig. Boy, will this be a great story to tell.