Gleaming froze at the touch, her suddenly limp fingers tingling all over. The touch of another pony—ignoring the fact that said pony was a gorgeous hunk of a stallion—was exactly what she’d craved since she’d woken up that first morning.

Something happened in her body. Something overwhelming. Like a piece of her she’d kept locked away shattered the bars to its cell and started rampaging through her. The first thing it made her do was to push her hips back into his hands.

Likely encouraged by the response, he squeezed again. This time, a moan slipped from her lips. The robe she’d tried to wear to prevent this very thing from happening felt suddenly hot and uncomfortable. She didn’t need it. It wasn’t covering anything. As she continued to find the page she had just been on, she slipped out of it, still bent over the table.

It felt so much better to be naked, especially with a wonderful specimen of a stallion right behind her. At any moment, he could drop his pants and slip into her. That’s what she wanted, right? She was sure the spell needed her to do that…

No wait, she just needed to read it. But did she really?

“Caramel…” she whispered.

She should just read the spell. It wasn’t hard! But her mouth was so dry. It was getting harder and harder to think clearly. That thing unleashed demanded things. It didn’t care that a few days ago, she’d been a stallion named Shining Armor. It didn’t care that Shining Armor had a wife who was the literal Princess of Love. It didn’t care that she’d spent the last three days in here trying to stop this very thing from happening.

That thing only knew the heat and it battered at the walls of her brain.

“Yes, Shining… I mean… Gleaming?” Caramel whispered in her ear. “I hope this isn’t strange but… you’re easily the most gorgeous mare I’ve ever seen.”

Shivers ran from her head to her toes and then back up again, creating a tiny burst from her horn. The arcane embers fell onto the spellbook. She stared at the page with the counterspell, bits of magenta light flickering before dying out.

“You… shouldn’t say… that…” Gleaming’s voice came out low and husky.

Caramel’s hand hadn’t left her ass. It was starting to feel so warm. The thing inside of her drank it all in.

“It’s true,” Caramel squeezed a third time, softly, almost tenderly. “It’s… Celestia, Gleaming, if I knew you looked like this, I would have been back far sooner.”

“And… and why’s that?” Gleaming asked. Her entire body starting trembling as she stared at the counterspell.

“Well, you look like you’ve been having a hard time,” Caramel said smoothly. His voice seemed so soothing. It did things to her overheated mind. “You just said your heat is worse than any other mare’s…”

“I… I didn’t break…” Gleaming purred, closing her eyes. Her nipples were hardened with every new word he spoke. She could feel the heat of him directly behind her. She needed to do something… what was it? “I’m stronger than that… I’m still Gleaming Shield, all the same experiences as Shining Armor.”

“But Shining Armor’s not here right now, is he?” Caramel’s other hand pressed against her cutie mark on her left hip.

She shook her head. “No, he’s not. Only me.”

“I definitely don’t see my old friend here… only a mare who’s been so lonely and… who knows? Maybe she deserves a break before casting any spells.”

“What… what time is it?”

“Three in the afternoon.” He moved a little closer to her.

“When’s… when’s sundown?” She whispered.

“Does it matter?”

“Only if you care that I could never get the contraceptive spell cast…” she whimpered as the hand left the ass and moved to her side, slowly starting to slide along her breast.

“Do you care?” Caramel’s own voice was husky and low, whispered right into her flickering ears.

“Not even remotely.”

He pulled her against him and she gasped when she felt the massive tool hiding in the stallion’s pants. Big enough to even sate her lusts. At least for a little while. Maybe.

“This… this is a terrible idea…” she moaned as he caressed her hips and started to tease a nipple.

“Maybe,” Caramel whispered. “Do you want to stop?”

She twisted a little in his grasp to look at the perfect stallion. Shining Armor’s memories remembered him as a bit of a goofball, but fun to be around and loyal almost to a fault. Now, his words were smooth, silky and oh-so-seductive. Shining Armor may have never had an interest in him. But right then, Gleaming Shield definitely did. In all the wrong ways and in all the right ones.

Their eyes locked and she stared into Caramel’s soft, caring blue eyes. “As long as whatever happens next happens between Caramel and Gleaming Shield, not Caramel and Shining Armor. I’m not him. I’m my own mare.”

A hand left her breast and caressed her face. She found herself nuzzling it, dotting it with gentle kisses.

“The only other one here is the most gorgeous mare I’ve ever seen. And I’d very much like to relieve her of her tension before the sun sets.”

Gleaming Shield darted forward and kissed him hard. Their tongues danced as she tasted him. Right now, she could taste the faint aftertaste of dozens of mares in heat, with one in particular apparently spiked with hard cider. His tongue tasted the same. She decided she liked it.

When she pulled back, she smiled. “Then come and take all of my tension, gorgeous. This mare needs to be rutted hard.”

“Yes, ma’am.”

He picked her up with ease and started walking toward Caramel’s bedroom, Gleaming trailing lusty kisses along his neck the whole while.

Caramel grunted as he pounded into Gleaming’s eager and intensely hot pussy. No matter how many times he unloaded into her, she begged for more. And the way she begged was usually by teasing him with the beginnings of a blow job, a hand job or a tit job. He didn’t have a prayer to resist.

They clasped hands as the bed shook beneath the powerful thrusts of Caramel’s hips. She cried out as yet another climax blasted through her body, sending her pussy into spasms of ecstasy. But the orgasm didn’t even phase her. Her own hips kept perfect time with his. Her enormous breasts moved and danced as she squirmed on the sweat-stained blanket atop his bed. He leaned down for another taste, only to get another squeal from her. Apparently, Gleaming’s nipples were especially susceptible to suckle attacks.

He pulled back up and their eyes met. Something about that seemed so erotic he could barely contain himself. It didn’t stop him though. He pinned her hands against the headboard and she screamed in delight. Then, using his new position, he pistoned into her, making her eyes cross as he felt his latest climax coming on. Her pussy seemed to know what was about to happen. And so did she.

“Again,” she begged. “Fill me again.”

“As you wish, milady!” he grunted, the late afternoon sunlight splashing against both of them.

Then, he exploded into her. They both felt each other’s climaxes as the spell twisted around them. They’d lost track of what the silly thing was doing. It didn’t really matter. It just made things better.

He collapsed at her side and smiled. “You sated yet?”

She stared at him with half-lidded eyes, already running her hands along his chest. “What do you think?”

Gleaming thrashed beneath Caramel’s relentless onslaught, moaning as he took her on all fours like the animal she’d become. Random thoughts flitted through her head. Thoughts like why it was so dark outside. Sometimes they were fantasies of her becoming Caramel’s devoted herd mother, her legs splayed open for him every night after he got home from work to fill her more. She was so glad Cadance was going to have a baby. Maybe it’d be fun to join her.

His hands on her hips tightened and he adjusted his angles, making her squeal. Then a hand came down to stroke one of her huge breasts, turning her squeal into a moan.

“You are just perfect,” Caramel whispered above her, his voice panting. “I can’t believe you’re this insatiable! It’s like you were made for this new body!”

Gleaming blushed hard, feeling so proud. Things were starting to get a little hazy. Wasn’t something supposed to happen in a little while, besides Caramel claiming his new slutty mare as his mate?

That’s when it hit her.

“The spell!” she cried, looking up and seeing the last few rays of sunlight. “I should… ahhh…”

“Do you really want to?” Caramel panted as his hips bucked his cock into her.

It wasn’t a fair question. She was getting rutted right now and it felt amazing! It was the best sex of her life. Could she really give this up? Anyway, Cadance loved it when she was female. And she had put the book there… maybe this was a hint?

It was a flimsy reason but as another orgasm burned through her nervous system, she knew she could never go back. Maybe if Cadance wanted Shining to knock her up again… but this… this was too perfect…

“No, but only… ahh!… because you’re going to fuck me… oh Celestia… all night and then come to the… Crystal Empire with me… to… more!… tell Cadance what… happened… and maybe find a different… Ah! A different counterspell!”

“You think you can handle me all night?” Caramel teased.

Gleaming grinned at him over her shoulder. “Think you can handle me?”

“Let’s see who passes out first, shall we?” Caramel asked in that stupidly-sexy voice.

“You’re so on!”

Gleaming slammed her hips back as she used her pussy to squeeze him tight. She instantly got the reaction she wanted, him being overwhelmed by another climax.

“Score one for the sex-starved mare!” she cheered. “Now make sure all of that gets in me! It’s another way to keep score.”

“Yes ma’am.”

Gleaming Shield giggled and settled herself for a short break, letting Caramel finish erupting inside of her. A few minutes break couldn’t hurt… then it was back to making each other cum like newlyweds.

Author's Note

I'm sure Cadance will be fine with this~.

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