Caramel made sure to ignore the eyes of every pony on him as he sauntered through the growing crowds of the Icy Cactus. He gave all the mares a real good look at the new and improved Caramel. Still, as he rushed over here, he’d realized that introducing himself as Caramel might not go over well. After all, they knew the scrawny, nervous, lonely Caramel, not the towering stud he’d become.

Still, the last thing he wanted to get tripped up. Maybe something simple, like a last name? Caramel Nugget, perhaps? That would do. Right. Caramel Nugget, in town from Manehattan to see his cousin Caramel, or as he liked to call him, ‘Original Caramel.’

Flawless. Anyway, he doubted anypony would really care.

He managed to find a spot at the bar, since it was still early. When the bartender—the same one as last night—turned to look at him, she actually dropped the glass in her hands.

“Oh my,” she whispered, her pink coat becoming a lot pinker all of the sudden.

“Sorry if I startled you,” Caramel said in his new rich baritone. “I’d be happy to pay for that, if you’d like.”

“Oh, no!” the bartender said, waving her hands wildly. “It’s fine. Just slipped. What can I get you, tall, dark and gorgeous?”

If Caramel had been called gorgeous just a few hours ago, he would have gone scarlet with embarrassment. But this time, he just chuckled lightly and smiled at her. She grinned back at him, her eyes thoroughly undressing him. And probably doing other things to boot..

“How about a Manehattan?” he replied smoothly. “And your name.”

“My name is Cherry Pop, sir,” she supplied immediately, leaning over the bar and letting her cute little blue clubbing dress show off her chest. She smiled in a very particular way, making it clear what she had on her mind. “And I’ll get you that drink immediately.”

Before she could scamper off, he set down five silver bits before her. “I still feel awful about the glass. I hope this covers things.”

“Sir… that’s enough to buy you drinks for the rest of the night…” Cherry Pop squeaked. “I can’t accept that.”

There were some benefits of working as a bank manager. The money tended to be very good, if a pony was smart about investments and had their finger on the pulse of the market. Tonight, he intended to use those earnings to get a different kind of pulse.

“Well, I guess you’ll owe me a favor, because I don’t feel like taking back change.”

He gave her a casual little smile. It didn’t promise anything, but it hinted a lot.

She swallowed. “I think that’s perfectly acceptable, Mister…?”

“Caramel Nugget,” Caramel replied, his smile widening. “Don’t worry, I’m not going anywhere…”

She scampered down the bar and started making his drink, glancing at him every few moments to make sure he indeed didn’t escape. And that gave Caramel enough time to think.

This wasn’t him. The way he had just flirted with Cherry Pop—who hadn’t shown a hint of recognition, despite him coming in here once a week for two months—well, he didn’t know how to flirt! But it had been so easy! Not to mention the lines. Owing him a favor as change? It had come out of nowhere! Like it wasn’t from him at all.

Shining Armor.

Shining Armor had always been fantastic with the mares. He knew the right moves, the right words, the right everything. Maybe the spell let him borrow Shining’s good looks—more or less—and his confidence with mares? It did say that ‘masculine energy’ was transferred, but the book hadn’t ever been clear what what was! Maybe it wasn’t just physical. Maybe it was in his head, too!

He didn’t pretend to understand magic, but… it was the only thing he could think of.

And if he had Shining Armor’s skills for the next three days… then this weekend just became a lot more interesting.

Before Cherry Pop could return with the Manehattan, somepony behind him said, “Excuse me, sir?”

Caramel spun his barstool and almost leapt out of his shirt when he came face-to-face with a very familiar pair of white mares. A unicorn and a pegasus. Flexible Spin and Silver Blossom.

“I’m sorry to bother you, sir,” Flex whispered. “But you seem familiar. Do we know you?”

Caramel’s heart pounded in his chest. He wanted to scream at the two of them, but something inside of him told him to play it cool. He listened to that something.

“My dears,” Caramel replied with a little intentionally-over-the-top wink. “Mares as luscious as you simply cannot be forgotten, so I must assume we’ve never met.”

“You’re pretty luscious yourself…” Silver Blossom said, biting her lip hard.

“You’re too kind,” Caramel said, his heartbeat slowing. He was flirting with them, at their level! This was too good to be true. “Though now that you’ve tempted me, I simply must know your names.”

“I’m Flex,” the unicorn murmured.

“And I’m Silver,” the pegasus whispered. From her, it almost sounded like a moan.

“And I am Caramel Nugget. I am simply charmed to meet you. Would you two care to join me for a drink or two?”

“I think that would be… delightful,” Flex cooed as she slid up against his right, since the barstools on either side of Caramel were taken.

Silver slipped against his left, giving him just enough space to turn around before they practically trapped him with their rather impressive breasts. It was like being imprisoned by living pillows.

Cherry Pop returned with the Manehattan, he took an eager sip, though not without missing the dirty look she gave both mares.

“Cherry, my dear,” Caramel said, leaning forward and tossing out five more silver bits. “Please fetch the ladies whatever drinks they would like. As for that favor… I’ll need one more thing before I cash in on it.”

“And what’s that, sir?” Cherry Pop asked, her eyes glaring daggers at the two white mares.

“What time do you get off this evening?”

Cherry Pop stiffened, her eyes returning to him. “Uh… two in the morning.”

“Wonderful!” Caramel cheered. “Then, my favor is that you would share a drink with me at two in the morning and we chat about anything you so desire.”

“That… okay.” She blushed hard.

“Ladies, your orders?”

Silver and Flex seemed caught off guard by Caramel, though they managed to stammer out drink orders. It was amazing. This new instinct seemed to know exactly what to do and how to pull a mare’s strings.

When Cherry rushed off to make the mares their drinks, Silver pouted, running a hand up and down Caramel’s collarbone. “And what if we had plans for you at two in the morning?”

Caramel smiled warmly at Silver and then at Flex. “You pair seem like the type who enjoy sharing. Perhaps you might consider such an arrangement?”

“We’d need something up front,” Flex replied.

“Such as?” Caramel asked after another sip of his Manehattan. Best one he’d ever had.

“Where are you from, Mister Nugget?” Flex asked.

“Originally, Dodge Junction, but I’ve lived most of my live in Manehattan. I’m here visiting my cousin, Caramel. Don’t ask about the name thing, I know it’s strange.”

Flex nodded. It looked like she bought the story without blinking.. It helped that some families did have an odd habit of reusing names more often than others.

“Tell me, do they have Spring Rooms in Manehattan?”

Caramel shrugged, hiding a smiling. “Yes, many clubs have them, in addition to some hotels and other establishments. Why do you ask?”

“We’re curious if you’ve ever used one before,” Silver asked.

“Oh,” Caramel pretended to consider this for a moment before shrugging. “A bold question, but I do so enjoy bold mares. Yes, I often find myself spending most weekends of Spring in an establishment’s Spring Rooms. I cannot seem to help myself. Hopefully that doesn’t trouble you.”

“Not in the slightest,” Flex replied, her smile widening.

Cherry returned with the mare’s drinks. Caramel made sure to give her a little wink and mouthed the words ‘two in the morning’ at her before he allowed the white mares to pull him away from the bar.

“And where might we be going?” Caramel asked as they began to walk the same path he had last night.

“Well,” Flex replied. “We could dance around the subject all night, Mister Nugget. We could tease you, flirt with you and seduce you. All of which are quite fun. But in all honesty…”

“We’re thinking of getting down to business,” Silver finished for her. “You seem like a businesspony, Mister Nugget. Surely you can appreciate good policy as that.”

“Ahh,” Caramel took another sip of the Manehattan. “Well, I have been curious about the decor of Appleloosan Spring Rooms. Perhaps a tour is in order?”

“An excellent suggestion,” Flex said as she guided them up the stairs.

For a moment, Caramel couldn’t believe what was happening. How’d he end up with the two girls who’d blueballed him last night? Then again, the greatest irony was they obviously wanted him badly if they were skipping all the foreplay and practically begging him to take them. Well, why shouldn’t he? Didn’t he deserve that after what they’d done?

Of course he did.

Caramel’s smile grew. This was going to be fun.

Shining Armor turned a page in a novel he’d found about dragons and demons, then adjusted his pants again as he lay awkwardly on his bed.

He’d already changed into some of Caramel’s clothes, but even those didn’t completely fit right. They were still too big. If he had to guess, he wasn’t only shorter than the original Caramel, he was maybe twenty pounds thinner. Even the underwear didn’t fit right. Wearing another stallion’s boxers was not something on his bucket list, but going commando felt even stranger. So, he did what he needed to do.

He was just getting to the part where the ponies had accidentally triggered the seal when a surge of purple magic pulsed out of his head. The book fell from his hands and his world filled with fog.

It took him several minutes to get his wits back together, but when he did… he felt strange.

Really strange.

For example, instead of being pissed at Caramel, now, he was worried about him. Worried if he’d know what to do in the bar scene. With body like that, he might not have any fun if he didn’t know what to say. Shining hoped that Caramel would be able to relax, enjoy himself and—

Purple magic flowed of his head again, leaving him dizzy, lightheaded and absurdly turned on, though he couldn’t figure out why. Even as he panted for breath and grabbed the spellbook off of his nightstand to check for this reaction, his mind wandered constantly to Caramel. Shining really hoped that Caramel would manage to score and score as often as possible—

The third pulse left his hair a little shaggier and his mind a little foggier, but he still managed to find the passage again in the spellbook. He scanned it quickly before another blast hit him.

After the initial surge of energy is consumed, any action that the receiver ‘believes’ is inherently masculine may pull further energy from the giver. This will vary depending on the receiver, as one stallion may consider the lifting of weights to be inherently masculine, while another might believe conducting battle with a sword may fulfill the same criteria. Other stallions may believe both of those acts to be neither feminine and masculine.

The strongest energy drain transpires in sexual situations, which are often separated into the ‘two’ classical gender stereotypes. Flirting, kissing, touching or even speaking—in addition to lovemaking—all have been proven to have strong effects on the giver. Repeating these actions while under the effect of the spell tends to increase the drain dramatically until the threshold is reached.

Shining had studied this section, but he was starting to realize he hadn’t really thought this all the way through. He should have, but magical theory, especially one based on sociological and cultural norms were not his area of expertise. He was a soldier, not a sociologist!

He felt something begin to pull on him again, a sensation so strong he could feel it across his entire body. The spellbook fell from his trembling hands as he let out an intensely ecstatic moan as pink magic swirled around him as both purple and blue magic slipped out his body…

Caramel fell back into bed, bouncing the sweaty and very pleased looking Flex beside him. Meanwhile, Silver remained crying out softly as she rode out her wing-pomfing orgasm on his stallionhood. His hips continued to buck softly, even though he had already spent his second load for the night. He still felt rock hard, too!. Tartarus, he felt like he could go for days.

He rolled his hips softly as the naked white pegasus began to slow, her enormous breasts swaying as she finally fell off him and dropped onto the other side of the bed. Smiling to himself, he wrapped his arms around the two mares, who instinctively cuddled against him.

“Having a good time?” Caramel cooed with a smirk. He’d given up on figuring out where these perfect words were coming from. He was too busy enjoying what the words got him.

“Oh yes,” Flex murmured, her eyes half-lidded and very hungry.

“Mmmhmm…” Silver whispered with another delighted sigh. “Even that stallion last night didn’t fill me this well…”

So, Caramel was a better lay than Shining Armor. He liked that.

“But it looks like you’re not done,” Flex whispered as her hand wandered down and began to stroke him softly. “And that’s twice now…”

Caramel shrugged, even though he didn’t have a clue what this new body could really do. “It’s a knack, really.”

“Hey Silver?” Flex asked.

“Yeah, Flexy?” Silver asked.

“Wanna see how many he has in him?”

“I thought you’d never ask.”

Flex and Silver slipped up, only to kneel on either side of him. Then, they began to slowly make out over his stallionhood. Caramel couldn’t help but buck to their assault, moaning happily.

He’d never felt more like a real stallion in his life! And he planned to get at least two more out of each girl before he went downstairs for another mare or three. He would keep his morning date with Cherry Pop, of course. Though, he suspected the drinks wouldn’t last long.

He groaned as the expert attention of the heat-addled mares started the chain-reaction and his stallionhood began to jerk on its own. Both girls squealed and redoubted their efforts.

Considering how slutty these two mares had ended up being around him, he doubted he would have any trouble finding mares willing to play.

He climaxed and the girls began to ‘fight’ over the chance to taste him.

Shining Armor thrashed on his bed and came hard, though again nothing came out of his now-tiny stallionhood. Despite his best efforts, he couldn’t stop the pulses from being pulled out of his body. Shields or wards did nothing against the spell, probably because it was coming from him.

To make matters worse, the magic flowing out of him had changed. There wasn’t a hint of blue or purple in the energy flows now, only a bright pink. He didn’t understand the change in color, but he knew exactly what was happening to him now.

He’d been forced to remove his clothing, since his entire body had become hypersensitive. Even the feeling of the sweat-soaked blanket against his back was almost unbearably erotic. His white coat was matted all over and his blue mane was plastered to his head where it wasn’t sprayed out over his pillow.

“Damn… you Caramel…” he said through gritted teeth. “Damn you and… damn your… lusts…”

Lust was about all that was left in his head now. It took everything he had not to fondle the small A-cup now decorating his chest, or run a hand along his widening hips.

He knew what was coming… his only hope was that Caramel would pass out before it did. Then maybe he could get to the stallion and put a stop to this before it went any further…

Caramel smiled down at the flushed, gasping face of the beautiful pink bartender as he gently rocked his cock into her folds. She immediately stiffened and moaned out his name, wrapping her arms around his neck before dragging him down for another kiss. This one really loved making out. Their tongues danced even as he slid further and further into her hot marehood.

Finally, he hilted within her and she squealed, her back arching, her naked breasts bouncing slightly as she clutched at the sheets to the Spring Room’s bed.

“Oh Celestia!” she cried, her eyes huge. “How big are you!?”

Caramel grinned. “As big as I need to be to fill you up.”

Cherry Pop’s hands grabbed his shoulders in claws, as feral lust overwhelmed her expression. “And that’s exactly what you’re going to do with me. I’ve wanted this for so long!”

He barely registered the mare’s lusty words. He darted down and suckled one of her sweat-soaked nipples. She squealed and bucked, her legs spread wide.

“And what? The last three times didn’t count?”

“I’m not going to be happy until you finally soften or I pass out!” Cherry Pop cried, her hips still bucking and bouncing.

“I don’t think I can soften, Cherry,” Caramel said with a smirk.

“Then pump me full and knock me out!” the bartender shouted as she yanked him down for another kiss, smashed their bodies together and moaned.

It would be rude to refuse her, really. So, he rutted her exactly as she so desperately craved.

Author's Note

Heee! So much happens! So much for the White Mares, eh? They got what was coming to them! Well... at least Caramel's happy. And the cute bartender, too!

Let me know about any mistakes in PM, please! Thx! :3