Gleaming slowly bounced on the couch. She knew she should eat, but nothing sounded appealing.

Nothing but getting a real cock in her Spring-infected pussy.

She’d moved the couch in the living room to face the door, with a towel under her naked body. She’d managed to get a shower in sometime in the night, probably while Caramel had been sleeping. But the orgasms after had wrecked her coat and done a number on her hair. Now, she could only stare numbly at the door. The book was opened to the right page on an endtable to her left, ready at any moment to cast the counterspell to restore Caramel and herself.

She kept bouncing, wishing her enchanted dildo offered her even a hint of relief. It didn’t. All because of Caramel.

Caramel.

Most of her thoughts focused on him now, despite the fact that all of her memories had slowly returned. She wondered who he was fucking. She wondered if she was as busty as her. If she were as slutty as her. If she knew as many sex tricks as she did. If her nipples were as round. If her pussy was as eager. The spell had gone wild this morning, slamming her with thought after thought. Entire sexual fantasies played out in front of her, with her helpless to do anything but watch, cum and occasionally act them out like a puppet.

Caramel.

She wondered if she’d have enough time. Maybe? Maybe not. But the seed had sprouted… and it had consumed her.

The moment he walked in, she would either cast the spell or…

Well, she’d handle that when it happened.

For now, she’d just enjoy the next pulse. She didn’t know what cup size she was anymore, only it was far bigger than anything she’d been before. Something enormous, a little bigger than even Cadance and she was a G-cup. Thankfully, the spell had given her the back strength to handle it and a torso to make them work without looking absurd. Her hips and legs were to die for. Her ass was a spectacular bubble that any stallion would love to squeeze like a stress ball.

If she became any more of a sex object, Cadance might have to be the Princess of Love while Gleaming became the Princess of Lust.

She couldn’t decide if that was a bad thing or not.

She watched the door and bounced softly, wondering when Caramel could come back to her.

And she wondered what would happen next.

Caramel threw open the door, darted in and slammed it behind him, panting and he turned the deadbolt. A few knocks and calls came, but he ignored them. Just more mares begging for one last time good time. He’d been so tempted, but he needed to do right by Shining Armor. He’d already lost track of plenty of time with the endless sex, especially with Cherry and a surprise reappearance by Little Strongheart. He couldn’t risk more.

“Shining, you are not going to believe what happened! I found a mare who actually knew! She… she asked me out after I’m back to normal! Maybe this whole thing wasn’t necessary after—”

He turned and looked over the house, glanced at the mostly-naked mare with the enormous breasts on the couch staring at him and wondered where Shining—

He froze and then went scarlet.

“Oh crap! I’m sorry, I’m in the wrong house!”

Caramel spun around and went for the door handle.

“You’re not in the wrong house, Caramel,” purred a sultry voice coated in lust. “You’re exactly where you should be.”

Caramel slowly turned around and took a better look at the mare on the—his—couch. Matted white coat, a loose, ill-fitting robe—also his—messy, long three-toned blue mane and a very thick, very long tail the same color. Two enormous tits jutted out of a perfectly-formed chest, each topped with hardened light-blue nipples. While he couldn’t see much of her ass or hips, they seemed beyond sexy. Soft, elegant features. Lips made for kissing. Beautiful blue eyes stared back at him, looking a little glazed.

This mare was designed for sex. She existed to fuck and be fucked. She was every wet dream of the town combined into one body. Caramel stiffened quickly, his mouth dry.

“That… that can’t be you.”

The mare slowly stood, every motion making her immense bust jiggle. As expected, both her ass and hips were beyond spectacular. They took his breath away. Caramel’s hand clenched, wanting nothing more than to grab both and yank them to him.

Then, slowly, she drew back a side of her robe. It wasn’t like the robe was hiding anything.

On her hip was the cutie mark of Shining Amor.

“You’re… you’re…” Caramel whispered.

“You ended having much more fun than Shining thought you would,” she said as she waggled a finger at him, but there was no recrimination in her voice. Only an odd dullness he found a little unsettling. “So, I’ve spent the last few days in here, slowly transforming into the sluttiest and sexiest version of myself ever.”

“You’re… you’re actually… Shining Armor?”

“No,” she shook her head—her mane danced around her face—and laughed quietly. “I stopped being him when your sex games gave me a pussy. I’m Gleaming Shield now. Cadance likes to make me female occasionally for a bit a lesbian games. I’ve always liked it… but this is something else.”

“You sound… strained,” Caramel said carefully.

“Funny thing…” Gleaming slowly walked toward the table where the book sat. The robe hugged every curve of her hips and ass. “Did you know stallions magically transformed into mares during Spring tend to have a heat about twice as strong as the average mare? Somepony actually did a study on it, once. To nopony’s surprise, I eventually found out it was my sister. Anyway, considering how everypony already is twice as strong… well, that means my heat is so strong I likely wouldn’t be satisfied if all of Appleloosa fucked me.”

She said it all in such a matter-of-fact way, it unnerved him. He slowly walked closer, his eyes wandering to her beautiful ass over and over again.

“But that’s okay. You’re here with four hours to spare. Cast the counterspell and… we’re back to normal. You got to bang half of Appleloosa and I didn’t do anything… I needed to do.”

“Do you… need help?” Caramel asked as Gleaming started to flip through pages, even though the book was already on the right page.

“You… shouldn’t ask me that,” Gleaming whispered, the strain in her voice getting worse. “Let’s… just… get this…”

Caramel got distracted, namely by that ass. Gleaming’s entire body had practically demanded he fuck her, but he wasn’t going to do that. This was Shining Armor, one of his oldest and best friends. He couldn’t just do that to him.

But a little touch wouldn’t hurt…

He reached out and gently squeezed the right side of her rear.

Author's Note

I think there's a meme about what he did. Silly stallion. Don't poke crazy lusty mares who've been cooped up so long without getting any fun! :3

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