Cryptic gasped as Trixie surrounded the length of his member with her hooves, stroking him gently. She continued to touch him vigorously. The frog of her hoof was incredibly song, but the hoof was a little sharp. He winced a bit.

"Do you sharpen your hooves?" he grimaced.

"Sorry, I haven't had time to have them trimmed and polished at the spa," she apologized. "Maybe it would be better if I used my mouth instead?"

"Yesss," groaned Cryptic. "Do that. I want to compare your techniques..."

The Great and Powerful Trixie slowly leaned down and breathed against his abdomen, her breath coming rapid. The warm air she exhaled tickled him a bit. He closed his eyes and let himself get lost in the sensations of her lips against her skin as she kissed his belly and his fur. Another touch interrupted his focus and he realized it was Starlight nibbling at his ears and whispering sweet nothings to him. She kissed at his cheek and told him how sexy he was and how hot it was watching Trixie do this to him. Cryptic nodded mutely in agreement, not trusting himself to speak.

This situation didn't feel foreign to him, so maybe he wasn't a virgin after all? He wished he could remember his past. He definitely felt like he had been loved before, maybe even fucked before... He wondered who he loved and how he loved them... like if I love thee, let me count the ways...

His thoughts were interrupted by Trixie swallowing his dick into her mouth.

"Unnnf!" he cried out in pleasure. He bit his lip and waited as Trixie lapped up and down his hard shaft. When she pulled back to tease him, he started going soft again. Cryptic flushed in shame. "I-it's not you! I can get it up!"

"Relax," Trixie purred. "Starlight has a spell for that. Don't you, baby?"

"Already on it," Starlight said, her horn flaring with power. The stallion arched as some sort of power infused him and his turgid member rose up again and stood to attention. The mares giggled at their victory over his body. Cryptic just covered his face. It felt weird to have girls laughing at him. He remembered... classes, maybe? Bullies? Something like that. It was vague, but the impression was there. Negative. Bad associations. He squinted his eyes and looked up at the top of the stagecoach, decorated in stars and kites and things. Hand-painted, actually. Nice touch. Why is my mind wandering right now? God. I have two beautiful mares ready to fuck and this is all I can think about?

Trixie startled him by suddenly taking his whole girth into her mouth, swallowing him like a professional. Cryptic gasped loudly and covered his mouth with his hooves, startled at how loud he was being. She felt good! She took it like a champ, clearly very experienced in pacing, way moreso than Starlight was. Trixie was able to get up to deep-throating right away. It felt like a pressure was building up inside him, like an ocean swelling into a tsunami wave and coasting right for the beach.

"C-can you..." he stammered.

Trixie detached from his horsecock. "Go slower?"

"Yeah."

"Yeah," she responded, licking her lips lasciviously, biting them and watching him with bedroom eyes. Her lavender eyes locked on him and held him, like he was being hypnotized. No, wait, was he being hypnotized? Confused, he glanced over at Starlight and her eyes were squinched tight in concentration, still casting magic. Maybe he was being affected.

"What is she doing?"

"Enhancement," Starlight mumbled beneath her breath. "Just setting the mood, that's all. Making sure it's good for you and for her."

"For her?"

Trixie turned around to present her hindquarters, where her marepussy was sopping wet and Starlight's magic was at work on her clitoris. Cryptic put his cheek on his hoof, just watching in admiration as Trixie was clearly enjoying herself and trembling and shaking all over. A wicked moan escaped her lips and her clit winked in and out. He blinked, contemplating that. His penis twitched in envy.

"God, I wish I was a girl," he said.

"That can be arranged," Starlight Glimmer broke in suddenly, opening one purple eye. "I can even make you a colt or a filly."

"Damn!" he said, impressed. "You're very powerful, aren't you?"

"Nnn- nyes, second only to, gasp, Queen Twilight!"

"Second?" Starlight asked archly, turning off her spell. Trixie stamped her foot and groaned in irritation, motioning for her to resume. Starlight shook her head, refusing. Trixie gesticulated to Cryptic.

"You see what I put up with?"

"Bratty," he agreed.

"How should we punish her?" Trixie asked.

"Punishment by dicking," Cryptic suggested. "Or spanking."

"Ooh, I like the sound of that!" Starlight exclaimed. "No, wait, I mean, I'm a good girl, don't punish me. I don't want it! Please don't fuck me with your big cock!"

"I don't believe her," Cryptic said. "Do you believe this? More backtalk."

Trixie and Starlight both laughed, spoiling the mood. They both snuggled up to him and showered him in kisses. He felt weirdly full and happy, like everything was right in the world and nothing could possibly spoil his mood or take this away from him. He did wonder... about that filly spell... he couldn't get the image of Starlight's spell on Trixie and her cunt out of his mind. Cryptic cleared his throat, which had a frog in it, and then rocked his head back and forth, one ear flopping.

"Think I could be a mare?"

"Consider it done. I just need to get this gem that-."

A long technical explanation followed, full of jargon, of which he understood none of and mentally checked out on. Lots of magical terms and theories he didn't comprehend. Trixie looked similarly baffled. Clearly, Starlight knew her stuff.

Ten seconds later, his equipment completely changed. It felt really odd, not having a cock. It was like something was just missing from his body. Cryptic ran his hooves all over his torso, feeling his new crotchteats and also the vagina he had suddenly been given. Most odd. Nothing like what he had known up 'til now.

"Well, go on, give it a ring!" Trixie encouraged him.

(To be continued)

Author's Note

Little bit more written...

https://www.youtube.com/watch?v=a3ESTf5CyGo