All the colors had come back in a flash. Pink, purple and blue magic swirled around him. He felt like everything inside of him was sliding into the magical vortex connecting him to Caramel. He needed to fight it. But the counterspell wouldn’t work unless Caramel was here. Caramel needed to be here… for him… He needed Caramel.

Celestia, he needed Caramel. Bad.

No, wait… did he?

His mind had been drifting in strange spaces through most of the night, lost in a daze of odd visions of very horny mares, mind-numbing pleasure and feeling bits of himself slip away. Somewhere in all of that, he was pretty sure he’d slept, but he could hardly be sure. Everything seemed so jumbled and confused now.

It would be easier just to let it all go. Why should he fight it anyway? What was he holding onto? He wasn’t even sure. And considering how good it felt to let go… why not? They had been a good reason once… but that didn’t matter anymore. It’s not like he had a choice anymore.

He felt a kiss on his forehead and smiled faintly. The kiss helped. He should let go. He needed to. He really needed to.

So he did.

The swirl of magic slipped out of Shining Armor, pulled by the same force that had created orgasm after orgasm. It felt strange to watch it go.

It felt even stranger to slip into blackness as everything… changed.

A few hours later, the sun shone down on the bed where Shining Armor had spent most of the night thrashing, moaning and cumming. However, Shining Armor was no longer there.

Instead, Gleaming Shield opened her eyes and winced at Celestia’s sun.

She felt odd. Stark naked on top of the sheets, with no Cadance in sight. She glanced at the window. These weren’t the Royal Chambers. That looked like… Appleloosa? That wasn’t right. Why wasn’t she in the Empire? Every time she’d ever woken up, she’d been in the Empire.

She frowned and ran a comforting hand down her bod—

She glanced down at herself and froze. Why in the world did she have C-cup breasts? Was this some sort of cruel joke? Did somepony use a reduction spell on her? She’d find whoever did this and kick their flank into the nearest wall until she got her big heavy tits back! Cadance and her had picked them out special!

But that wasn’t all that was wrong. Her ass was smaller! She seemed somehow taller, too! Cadance had a thing for petite mares and she liked being her petite little tramp! And her hips were thin! Her body wasn’t nearly as toned as it normally was. What was going on?

She swore under her breath and swung out of bed, determined to figure out where she was and what had happened, only to step on a book with her bare feet. She yelped and fell back on the bed, more startled than hurt. She never left anything by the bedside!

She snatched up the offending book and glared down at it. It looked like a spellbook, though she didn’t recognize the author. She was a military mare, not a sorceress, after all. She picked it up and idly flipped through it, ignoring the rumbling in her stomach.

She froze again when she reached page fifty-three. It seemed… familiar. She stared at it intently, idly caressing one of her too-small breasts. She felt warm. Why?

Her stomach rumbled again and she groaned. Grabbing the book, she headed downstairs to find something to eat. Maybe she could think straight on a full stomach.

And then she’d get some answers, one way or another!

Caramel smiled as he woke up to Friday’s sun streaming in through the skylight. Oh, and the lips around his cock. He put his arms up behind his head and glanced down to see a head of dark blue hair bobbing eagerly on his dick.

“A wonderful way to way up, I have to say,” Caramel said. Which one was this one again? He’d met her in his previous life…

Blue eyes looked up at him from a yellow-coated face. She met his smile as she slowly slid off his cock.

“Ya know Ah always aim to please,” she giggled. “After what ya did to me last night… seemed the least Ah could do.”

Caramel’s smile grew as he remembered more of last night… including this buxom country mare. “You were spectacular last night, Fiddly Twang. You didn’t have to do anything special.”

Fiddly blushed furiously and not all of it was embarrassment. He knew that look in her eyes all to well now. He’d seen it all night. And he loved it.

“You want to do something special anyway, don’t you Fiddly?”

“Oh yes, Mister Nugget,” Fiddly answered earnestly with a grin. “After all, before Ah saw ya, Ah was sure Ah’d never see a stallion Ah’d like.”

“You telling me I turned you straight, Fiddly?” Caramel asked as he adjusted position, his chiseled body glistening with soft sweat. Fiddly moved with him, apparently not willing to let his still-hard cock go far.

“You ain’t that good, Mister Nugget. Just ain’t liked the stallions around these parts for a while, now. Ah have an understanding with a few girls around town and we get by. Ah was looking for one when Ah sight of ya at the bar… and well… Ah’d never felt the heat as bad as Ah had then…”

Caramel grinned. One night and he’d already had more plot than he’d had in his entire life. Still, time to move this party along. “Well, I’m sure Icy Night’s going to want her Spring Room back…”

“That’s not what she said last night,” Fiddle giggled as she crawled forward to nestle his cock in between her breasts. She kissed him on the lips. “She said that such a fine stallion was more than welcome to stay the entire weekend here. Free of charge… save for rockin’ her world once for every night of yer stay.”

She slid her wonderfully furry breasts down his length, then wrapped her lips around his cock. She gave him a little bob, giggling as he moaned.

“So… you’re saying I get to stay here for the weekend?” he said, stunned.

It would have been awkward to go back to his place with Shining there, but he’d never expected this. To stay in a Spring Room, those places bars, hotels and the like reserved for either quick hookups or desperate mating when mares went into heat…

“She’ll provide meals, entertainment, the whole thing. She’s even staying open all day, as long as ya occasionally come down to the bar,” Fiddly said in between suckles. “Ah think she might just be in love with this cock of yers… Ah know Ah am.”

He had the biggest Spring Room in the Icy Cactus for the weekend. The club would stay open. He’d never be short on girls to plow, if last night was any indication. Free room and board just for being a stud.

“Well, we should get breakfast, don’t you think?” he said coyly.

“Ah have part of mine right here,” she cooed as she stroked him softly.

“And you’re not allowed to wear any clothes until after you get the rest, you got that Fiddly?” Caramel said with a smile.

She looked up at him, a flash of annoyance on her face until she saw the smile. “But of course, sir.”

He laughed. She giggled.

“But Ah want my treat first. Ah wanted to wake ya up by cumming to a blowjob… Ah guess y’all just have to start the day with one.”

“I doubt you’ll be the only one giving me one this morning,” he pointed out.

“No… but Ah get to be first!”

She wrapped her lips around his cock and began to bob in earnest, moaning softly, sending vibration up his cock and through his balls, hips and spine.

He knew he wouldn’t last long, but that was okay.

There were going to be plenty more opportunities to enjoy himself today.

Gleaming Shield slurped down the last of her cereal, but was no closer to figuring out the strange diagram in the book. It was just a spell for transferring male energy. Why did she care?

More importantly, where was she and why couldn’t she remember how she’d gotten here? She glanced at the door, but some piece of her told her very clearly it wasn’t safe for her outside right now.

She glared at the book. It’s almost as if…

Gleaming let out a piercing, lusty cry as a swirl of magic caressed her breasts and stomach. Her back arched instinctively as something swirled out of her head. Magic pulsed around her tits like a thousand hands stroking her to a boobgasm. Then, something she knew she didn’t want got pulled from her. It had been something blocking her from being… well, her.

As it came away, her breasts swelled out to a respectable DD-cup. Not the size she was used to, but a decent size for a mare. Big enough to draw eyes. The loss of that thing also adjusted a few other things, giving her back some of her ass and hips. She felt so much better as the magic vanished. She wasn’t complete but she was far closer.

Sweat matted her coat as she came down from her climax, a little light headed as she caressed her improved bust.

Then, her eyes found the book. In a flash, she figured it out.

“Shining Armor…” she sighed. “What did you get yourself into this time?”

Another swirl fondled her and she couldn’t stop herself from slipping a few fingers into her aching sex.

That’s when the first of the familiar sensations of Spring hit her.

“Oh… that’s… way stronger heat than I’m… oh!”

Gleaming cried out again, wondering who was pulling this all from her as her chest swelled again and need nearly overwhelmed her.

She froze as she realized what the idiot Shining Armor had done. Well, mostly froze. The three fingers in her pulsing sex definitely didn’t freeze. She used that sensation to focus just like Cadance had taught her. It had been a little weird, but it tended to work. It let her think when the lust spiked hard.

Shining Armor had given up his masculinity to somepony, probably as a favor. But the spell was still draining him—her. She still couldn’t remember much, only little glimpses.

Now, she was sure he hadn’t even considered that the Spring Heat might hit Gleaming even worse than most mares. If she stepped outside, she’d be on her back in seconds with a big strong stallion between her legs. And she wanted it. Wanted it bad. The image was so intense! Her body ached to be knocked up! Every fiber of her demanded it. Worse, there was no way should could even attempt the contraception spell.

If she could pull that off, she’d just walk outside and let nature take it’s course.

She grabbed the book and scrambled upstairs. The only pony who had ever done this to her was Cadance, so she probably had a plan, right?

She found the plan three minutes into her search. Three seconds later, the plan was impaled her needy sex, already giving the sensation of spasming as the enchanted dildo did its work.

It wouldn’t last forever. Soon, her body would crave the real thing. If she was lucky… well… maybe she could hold out until then.

For now, the lusty mare focused on the dildo inside of her and tried very hard to think of somepony rutting her before she got somepony real to do the job.

Author's Note

If you're all curious, Fiddly is the fiddle player in that Apple family reunion episode that looks just like Tavi!

Oh right, and there's this character called Gleaming Shield? She's new too!

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