Princess Cadance ran into the bedroom, quickly followed by Gleaming Shield. They'd been waiting for this all day and couldn't get to their room fast enough. Gleaming shut the big, heavy door behind her, and turned to see Cadance lying on the bed in a shirt and underwear, grinning, her toes curling at the foot of the bed. Gleaming knew Cadance loved it when her feet got lots of attention, and Gleaming was always happy to provide it - today would be no different. She kneeled at the foot of the bed, Cadance watching her intently as their eyes met. Gleaming continued to look passionately into Cadance's eyes as she held one of her feet in both hands, closing her eyes as she leaned forward and planted a kiss on the smooth, soft skin of Cadance's sole. Cadance's head rolled back and she looked at the beautiful plastered pattern of flowers on the ceiling, eyes slowly closing as she savoured the passionate, intimate display of affection Gleaming was providing for her.
Gleaming rubbed, squeezed and ran her fingertips along, over and around those perfectly formed feet. She extended her tongue out and teasingly licked Cadance's big toe lightly. She then made a long, loving lick from heel to ball - slow, intense, wonderful - that Cadance wished could last forever. The next best thing would be Gleaming do it all over again, which she happily did. She moved onto sucking Cadance’s little toe, swirling her tongue around it and drawing her mouth away, toe tightly held inside all the while until it slid slowly out. She repeated this for every toe on the foot with such loving care and attention that Cadance could have been satisfied with this act alone if it were repeated indefinitely. But there was so much more for them to explore.
Her wandering thoughts were interrupted by Gleaming scratching both soles of her feet with her fingernails. Her feet flexed, knees bending rapidly up and down: she was very ticklish there! Gleaming laughed aloud, and Cadance couldn’t help but giggle. She went back to massaging the soles of both feet with firm, circular motions with two fingers each.
“Mmm… Oh, Gleaming, I’m so lucky to have you. So loving, so willing, always eager to please.”
Gleaming looked up and smiled warmly, taking Cadance’s feet in her hands and rubbing them, occasionally planting kisses on their soles or balls. Cadance smiled, but something was on her mind.
“I’ve done a lot of taking, but not enough giving. I think tonight’s the night - I’d like you to take the lead, honey.”
Gleaming looked up, considering what Cadance had said.
“Hm, I could give it a go, I guess? I mean, you make it sound like you’re using me. Even if you were, which I’m not sure you are… I love our relationship, I love how we interact. I don’t feel used. But if switching things up a little would make you happy… sure, I guess. Why not?”
Gleaming smiled, continuing to massage her lover’s feet. Cadance loved her smile.
“I have an idea - something I hope will make you not only want to take the lead, but really enjoy it. Up for giving it a go?”
Intrigued, Gleaming nodded.
“Uh, sure. Sounds interesting.”
“Alright, come and sit on the bet next to me.”
Gleaming gave Cadance’s sole one last kiss, then hopped up on the bed, sitting back next to Cadance and giving her a peck on the cheek, grinning. Cadance, leaned to the side, resting her head against Gleaming’s perky D cups. She laid a hand on top of Gleaming’s flat stomach and moved it slowly down towards Gleaming’s crotch. She stopped before she got there.
“This may feel pretty strange at first, but it’ll soon feel really, really good. I tried it on myself last night, and I’m fairly certain you’ll like it. If you don’t, though, let me know and I’ll stop straight away.”
Gleaming trusted Cadance. She nodded, taking Cadance’s hand in her own. A cornflower-blue aura began to emanate from Cadance’s horn; she was casting a spell. Gleaming slowly became aware of a warmth in her core, sort of like she’d just downed a big cup of hot cocoa. But no, it was lower than that. It was - oh! Down there. Her groin felt very warm, and the tip of the flame was her clitoris. It almost felt like it was on fire. Gleaming’s mouth fell open and she began to moan - partly out of shock and surprise, discomfort, but most of all pleasure. Her clit felt like it was throbbing, pulsating, perhaps even growing. It was. A bulge was forming in her panties; to begin with only the size of a cherry, then a plum, an apple: it wasn’t stopping! It was growing, thicker and longer, changing form. She felt two pressure points directly below it as bulbs of flesh pushed out of the skin above her vagina and expanded rapidly into what must have been testicles. Big, heavy, and full. Full of what? The penny dropped. Cadance’s spell had given her male genitalia - not just that, but genitals most guys dreamed of having. Her underwear was under a lot of strain now. Finally, a tear formed, but she was still growing; a final burgeoning spurt of expansion and her thick cock and fat balls tore their way to freedom, accompanied by a shriek of surprise and bliss from Gleaming as the pressure from the tight material was suddenly dissipated and, for the first time, her dick was out in the open for her and Cadance to see.
Nearly a foot of wrist-thick, throbbing stallion meat - attached to a cute, dainty mare. Gleaming was experiencing more emotions and sensations at the same time she’d ever felt in her life, and perhaps the most she would ever feel! This… appendage felt like no other part of her body. She could feel its weight, its stiffness, the intensely pleasurable feeling of heat and tightness that covered its surface and continued down into its centre. She knew how good it felt to massage her clit when it was particularly sensitive; this was almost like having a clit the size of a cucumber. It was incredible. Cadance watched on in undisguised amusement and joy as she watched Gleaming Shield’s face as it processed what had happened, was happening, and the associated emotions and sensations. There was an element of “oh fuck what the hell do I do”, which Cadance found pretty cute. Out of that smorgasboard of sensation, Gleaming felt something forcing its way upward like lava rising to a volcanic eruption. In simple terms, the desire to mate, to breed, to fuck. And there was only one pony in the room with her for those desires to be pointed at. Conveniently enough, it was also the pony she was most attracted to. That pushed things up another notch.
So engrossed with her new throbbing friend, Gleaming hadn’t noticed Cadance shimmying out of her underwear next to her. She turned to speak to her, and noticed she was now bottomless. Cadance’s exposed privates - the clean, perfect skin, the rise of the mons pubis - nearly made her cum there and then. It certainly made a glob of pre spurt its way to freedom, splattering on her thigh. Cadance dipped a finger in that warm lump of thick goo. She held it up to her mouth, smirking at Gleaming, before placing it on her tongue and swallowing it down. It tasted wonderful - salty, yes, but with an edge of sweetness.
“Cadance, I need to be inside you. Like, right now. Fuck.”
Gleaming practically rolled on top of Cadance, pushing her face into her lover’s in a deep, hungry kiss. Cadance was taken off-guard but went with it, hands resting on Gleaming’s neck as they lost themselves in each other. With the heat and excitement generated by her new genitals, Gleaming quickly broke into a sweat. This mixed with her heady musk to produce a concoction that Cadance found quite irresistible, and she happily filled her nostrils with it every time she breathed in during the kiss.
“Mmf, gosh, you’re eager! How about a little foreplay first though, hm? I’d like to savour this. I think you would too.”
Cadance was right. Gleaming wanted to make the most out of this brand-new experience and everything that came with it. Part of that was, of course, fucking the living daylights out of Cadance. But little things meant a lot, and would contribute greatly to the overall experience. She reined in the animalistic hunger clawing at her mind for long enough to consider her partner’s words, and she nodded, chuckling.
“Yeah, you’re right. I’m not really acting myself. I guess I’m not myself, in a way. I’m loving it, though.”
Cadance rested a hand on Gleaming’s chest between her bare, perky breasts and pushed lightly, indicating she would like her to roll back. Gleaming did so, and fell into a supine position. The scent of that mixture of musk and sweat was delightfully powerful, it seemed to be emanating in waves from that enormous dick and those fat balls. Cadance couldn’t resist falling down on Gleaming’s crotch and getting her face right in there. She pushed her face into those big, sweaty balls and huffed their delightful, intoxicating aroma. Gods, it was heavenly. After a few deep huffs, her sense of smell was beginning to acclimatise and the edge was being taken from their scent. She moved up to Gleaming’s rock hard cock, nose pressed firmly against it, and breathed in deeply through her nose. The smell was slightly different, primarily because precum had been rubbed into its surface, and it was equally if not more addictive.
“Mmmmffh… you smell so gooood....”
In the back of her mind Gleaming was a little embarrassed and self-conscious. In the front of her mind, which was well and truly in control, the sight of her lover worshipping her huge cock and balls, taking in her scent, was driving her wild. Gobs of pre continued to spill from her tip, running down the shaft and coating Cadance’s hand and face. She barely took any notice. Either she didn’t care or it was simply another layer of enjoyment on the experience. Cadance began to lazily pump Gleaming’s shaft, teasing out more and more pre. That was the last straw for Gleaming - she needed to fuck Cadance, and fuck her now. She rose from the bed, and Cadance looked up.
“That’s enough teasing. I need to fuck you. Need to.”
Gleaming Shield was surprised by her own assertiveness. This was unlike her, she never took the lead in the bedroom. But these were exceptional circumstances. She was enjoying it, though. The feeling of power, of being in control. She was unsure if she’d enjoy it nearly as much without the huge, throbbing beast between her legs, but as it stood, it seemed only natural for her to call the shots. Cadance, too, was enjoying this. It was a new experience for her, not just Gleaming. Taking the back seat and letting her lover steer their course was exciting - the added bonus of a giant penis was a very large cherry on the cake.
Gleaming swung her legs off the bed and stood, rigid dick swaying stiffly across her torso like a metronome pendulum. She wrapped one hand around it, stroking it lovingly as Cadance followed her. They stood face to face in front of the bed, and Gleaming pulled Cadance in for another passionate kiss. Their tongues danced and their eyes fluttered beneath closed eyelids. Cadance’s hands fell down to Gleaming’s firm, shapely butt and began to massage, squeeze and grope the shapely globes. Gleaming grunted her approval, rolling her hips in a forward-up, back-down motion, sliding her thick cock along Cadance’s abdomen with the head peeking above her cleavage at the height of each thrust. A constant flow of pre weeped from the head of her cock, cascading down Cadance’s lightly toned abdominal muscles and dripping onto the floor.
Gleaming broke the kiss, a dull flame in her eyes as she bit her lip salaciously. She moved round behind Cadance, whose head turned to keep her eyes locked with her partner’s as Gleaming sat at the foot of the bed. She looked up at Cadance, arms resting either side, cock standing firmly to attention front and centre.
“Sit on my dick, Cadance. I need to be inside you.”
Cadance blushed - not with shyness, but a carnal heat that made her face burn with raw heat. She had no intention of delaying this any longer. She stepped forward, turned around, and with Gleaming guiding her dick into the moist passage ready to take anything being offered for its consumption, the two come together.
“A-aaaghn!...”
Cadance sighed happily as she slid down each delightfully thick inch of sapphire-blue cock. It was a tight fit. Not quite too tight, but enough to make her feel well and truly stuffed. Time seemed to pass at a glacial pace as Cadance made her way down Gleaming’s shaft, a dripping mixture of both of their sexual juices running from Cadance’s sopping pussy. Finally, Cadance’s butt was resting firmly on Gleaming’s thighs. Gleaming’s hands came under Cadance’s legs, one under each thigh, and Gleaming lifted her lighter partner up. Now, the only fulcrum - the main thing supporting Cadance’s weight - was Gleaming’s cock. Gleaming could feel the bodyweight of Cadance bearing down on her dick. In turn, Cadance could feel her own weight forcing her powerfully down onto that one point of contact. The sensation was indescribable.
“Oh Celestia, that feels… fuck. So.. good.”
Gleaming began to raise her arms - hooked under Cadance’s thighs - in time with the thrust of her hips. Each time Cadance came back down, she was forced hard onto that enormous dick. Her own weight was being used to make each individual penetrating push many times stronger and more satisfying than anything else she’d tried. She began to pant. Panting gave way to moaning, which gave way to little cries of bliss each time her marehood was forced down and stuffed with dick meat. Her burning loins were providing the pleasure centre of her brain with enough stimuli to make anything other than enjoying her present circumstances essentially impossible. Gleaming, too, was enjoying herself. Considering it was her first time fucking someone with a dick, this position was proving to be an incredibly persuasive introduction to the joys of penis-growing spells. It was so good, in fact, Cadance would have to work hard to convince Gleaming not to permanently have a foot of thick cock hanging from her crotch permanently from now on. In fact, at the current moment, Cadance couldn’t really do anything except enjoy the merciless pussy-pounding she was being subjected to.
Gleaming picked up the pace, and the already-divine pleasure increased. The noisy thwap-thwap-thwapping of cock meeting love canal over and over, deeper and deeper, could be heard through the thick wooden door if anyone happened to pass by this late at night. As it stood, only the two lovers could enjoy the incredibly lewd noises they and their bodies were making in their pursuit of carnal satisfaction.
“G-guh-nna cum sooooon…”
Gleaming could feel her bubbling balls building for a bountiful delivery of jizz. Gods, they felt so full, like if she didn’t cum very soon they’d fucking explode. She wanted, no, needed to cum immediately. Cadance was ahead, though, and a powerful orgasm tore through her core.
“Fuh, fuaaah!”
Her pussy clenched hard, undulating with repeated contractions. Each penetrating thrust mid-orgasm felt so good it nearly hurt. The sound of Cadance’s cries of ecstasy was carnal music to Gleaming’s ears. The muscles in her groin tensed, accompanied by a powerful tingling along the length of her dick. Her breathing became laboured as she exploded into orgasm, thick ropes of jizz filling up Cadance’s womb. A wet heat burned at her core from the hot fluid seeping into her insides. Gleaming’s first orgasm was incredibly intense, making the first-time experience even more outrageously enjoyable. Her legs turned to jelly, her eyes rolled into her head, and she let out one long, low moan as a final powerful blast of jism spurted from her thick cock head into the deepest depths of her mate. They both wanted more, though. The hungering Gleaming stood, Cadance still fixed in place at her crotch, and held on to her buttocks. Now, even more of Cadance’s weight was focused on her cock. Each pump of Gleaming’s hips pushed her deeper inside than she’d gone until now, and it was simply divine. Sperm was spilling from Cadance’s vagina and splattering noisily on the floor, squelching and squirting in little frothing gobs each time Gleaming’s hips met Cadance’s ass.
Cadance was totally paralysed; she was completely at the whim of Gleaming, who took full advantage and pummeled that yearning pussy. It felt good. Fuck, it felt so good. Despite their recents orgasms, both of them were once again right on the threshold of orgasm. Gleaming doubled her efforts, her crotch slapping loudly against Cadance’s as she repeatedly went all the way in and all the way back out again, stimulating every inch of her fat prick as well as Cadance’s pussy.
“Inside again, fuuuck, inside again! YES!”
“Fuck fuck fuck, cumming! Cumming!”
Gleaming’s thrusts became haphazard, Cadance bouncing wildly up and down in her arms as her dick started blowing its top again. Her angry cock jettisoned its load deep inside once again, refilling Cadance’s hungry womb with a fresh payload of thick, hot, sticky spunk. Cadance slowly, painstakingly slowly, was forced down Gleaming’s shaft by her own weight as Gleaming let her dick fill up that gloriously soft snatch. There was so much, and it kept coming! Gleaming was seeing stars - her giant cock had turned into one giant pleasure provider and it was only making her cum even harder. She kept filling Cadance up with long, powerful blasts of spunk from her exploding cock. She bottomed out, delivering one final spurt of cum. They both collapsed onto the bed, laughing and panting.
“Celestia above, that was awesome.”
“Fuck yeah.”
Cadance looked over at Gleaming’s semi-hard shaft. She started casually playing with it, letting it flop back and forth, left and right. Then she crawled over and nuzzled up to it. Fuck it, she decided, she was still hungry for this cock. She stuffed the head into her mouth and started sucking it. Gleaming uttered a low grumble, and within seconds her dick was hard and throbbing once again. She was ready to go, just like that. Cadance was raring to go as well - the smell alone of this cum-slathered fuckrod, coated too with her own juices, was enough to make her starving for more sex. And Gleaming was more than happy to oblige. She was more than happy to watch this beautiful mare suck her cock for the time being, though. She was really good at it. The flow of pre was back up to pre-orgasm levels within half a minute.
“Ready to fuck?”
Cadance went from base to tip in one long raise of her head, letting the tip spring from her lips, a string of saliva connecting it to her juicy red lips.
“You fucking bet.”
Cadance once again found herself in a compromising position, and it was fucking great. She was laying on her back on the bed. Gleaming had pushed her legs up and back so they were either side of her head, leaving her cum-leaking pussy front and centre in front of Gleaming. She positioned herself over Cadance’s slit and, lowering herself into a squat, pushed her cock down into Cadance.
“Nnnghfugh.”
Fuck, that was good. The sensations were different, Gleaming’s dick and Cadance’s pussy were being stimulated in different ways, and it felt very nearly as good as before their first orgasm. Cadance felt Gleaming’s weight bearing down on her as she piledrove her pussy. Gods, she was getting so deep, and pushing so hard. She didn’t think it was possible to feel more full that she did earlier, but Gleaming might have managed it. Fuck. She just wasn’t stopping. Over and over and over, that thick dick was forced into her jizz-filled womb.
Sweat was rolling from their coats. Beads of it were forming on Gleaming’s brow and rolling down, splashing against Cadance’s midriff. Gleaming was struggling to process how good it felt. She settled on very, very good. Every time she dropped her hips, that incredibly lewd squelching sound of her cock fucking Cadance’s vaginal walls, basted with her sperm, drove her to greater heights of furious pleasure-fuelled thrusting. It was feeling better and better. Regardless of the previous climaxes, both of them were careering towards another one very quickly. This time, Gleaming got there first.
“Cummiiiinnghhh!”
She nearly fell on top of Cadance as she shoved herself forward, hunching over the folded, sweating form of her partner as she dumped her load inside. Lots of it went straight inside and began to fill out Cadance’s belly visibly. Some of it washed out of her overstuffed pussy, spraying over Gleaming’s crotch. But she pushed herself in more tightly, closing the gap, Each thick, fat rope of hot jizz had no place to go but right down into Cadance’s womb. She was filled up more and more and more as Gleaming kept cumming and cumming. The pleasure was indescribable.
“A-aaah!”
Cadance shrieked as she came. The feeling of her stomach being inflated with cupfuls of jizz was too much. Her loins quivered, her voice quivered, her whole body flushed with heat as the tight, hot explosion of pleasure at her groin spread out in all directions until her whole body seemed to be tingling. The two enjoyed each other’s cries of bliss and satisfaction as they continued to climax. All good things must come to an end, though, and slowly the flow of spunk reduced to a trickle, and the burning inside Cadance subsided into a pleasant background glow.
Gleaming gave a dozen or so slow, sensual thrusts. Her penis was sensitive after that orgasm, and these careful penetrations provided their own unique and pleasant experience. Cadance, too, enjoyed this nice little finish, though she was so tired that she found it difficult to show her appreciation.
Gleaming pulled out her half-hard cock, absolutely coated in all sort of juices. A small avalanche of spunk spilled out of the now-empty vagina and flowed down onto the floor. Cadance immediately regretted the feeling of emptiness, but she needed a break. Gleaming let her legs back down and she sunk into the soft sheets, eyes closed. Gleaming tumbled down next to her, wrapping an arm around her. Cadance giggled as she felt that semi-rigid dick slide between her thighs. That got them both going again.
Gleaming was much more tired than when they’d started, but acute sexual stimulation made her mind sharpen. She pumped her hips back and forth, pleasuring herself with Cadance’s creamy thighs. Cadance helped by squeezing and un-squeezing, clenching and unclenching, producing all sort of different feelings and sensations. Gleaming’s cock was big enough, and getting hard enough, to raise up and rub against Cadance’s labia. Neither of them was going to cum any time soon, but it felt very nice.
“Mmmf. Cadance, tonight was so much fun. I think you liked it too. We really need to do this more often.”
Cadance groaned happily, grinding her thighs together and massaging the dick between them. Gleaming sighed in pleasure.
“Oh yeah. For sure. Much more often. It was so nice having you in control for a change, really changed everything. Well, you having a huge dick changed everything too but… you get what I’m saying right?”
Gleaming gave an mhm before closing her eyes and snuggling into Cadance. They were looking forward to more fun very soon, but it was so warm and comfortable, and they were very tired. Gleaming’s thrusts became slower and weaker. Eventually, she came to a stop and wrapped her arms arms Cadance’s stomach. Snuggled up, they soon slid off into a deep sleep, Gleaming’s penis still wedged between Cadance’s thighs. They were both happy to leave it there until it came out to play again.
