Return of the Jellymares

by Honeydrops

Rating: mature
Tags: Adventure, Shining Armor, Sex, Random, Anthro, My Little Pony: Friendship is Magic, Princess Cadance
Length: 4729

Princess Cadance and Shining Armor investigate the rumors below the Crystal Empire about strange goo-like ponies who once escaped from the crystal ponies. It goes about as you would expect.

Princess Cadance and Shining Armor investigate the rumors below the Crystal Empire about strange goo-like ponies who once escaped from the crystal ponies.

They should have brought more ponies. For defense, of course. Not because it would have been more fun.

Have some new and sexy ideas for transformation stories? Head over here, then send me a PM! <3

Content Spoilers: Goomares~! Cadance getting transformed~! Shining getting transformed~! Both of them enjoying it~! Brain games~! Sexy invasion of the Crystal Empire~! And more~!

Published 2021-01-02 07:20:01 UTC
Last updated 2021-01-02 07:20:01 UTC

Absorbing Fun New Experiences~!

As Shining Armor’s sword slashed uselessly through the beast, he decided that crystal ponies definitely needed to open up more about their ancient society.

Like how apparently they had some sort of weird relationship with goo ponies who lived in the caverns beneath the city. It would have been helpful to know before Cadance and he had decided to investigate the reports personally.

“I think we’re surrounded, honey!” Cadance cried as her crystal daggers flashed. They were about as useful as his sword.

“I know!” Shining shouted as he tried to shove a voluptuous goo mare back. She smiled as his hands went through her chest and twitched, moaning like he’d just fondled her.

He yanked backward and bumped into Cadance’s back, but not without collecting some of the blue goo on his hands and arms.

“Any bright ideas?” Cadance asked.

“Only that we should have brought a platoon.”

“Little late for that!”

“I know!”

A busty purple goo mare struck him in the chest, dissolving yet another piece of his enchanted clothing, leaving his jacket in little more than tatters. Cadance wasn’t doing much better. She was nearly topless from the things’ attacks and her trousers were in ruins. Oddly enough, the beasts hadn’t done anything to actually harm them. They’d only slowly removed their clothing.

Which wasn’t exactly comforting.

They spun in a circle warily, back-to-back, surveying the room. The crystal cavern hadn’t looked like much when they’d first entered, but now dozens of busty and cheerful looking goo mares surrounded them on every side. They were all sorts of different colors and every one was stark naked, showing gelatinous nipples and pussies. One or two were even futas, with thick cocks above dripping pussies.

And every time his sword swung, it did nothing but part the goo briefly before the mare reformed. Even the—

“Shining, the floor!”

His head snapped down. Bubbling out of the cracks in the cavern floor was more of the rainbow goo. Before either could react, it had flowed over their feet and dissolved their shoes.

“Get airborne!” Shining shouted, hoping Cadance’s wings could carry her to safety.

“Can’t… already…” she grunted as her wings flapped uselessly. “Stuck…”

A strange feeling of warmth started to come from his feet where the goo had covered them. A subtle erotic warmth.

“Cadance… uh… I think we’re in serious trouble…” he muttered as the goo started to slide up his legs inside his pants.

“No kidding?” Cadance snapped. “I know that spell… it’s a lust spell. Mmm… A good one.”

“We… we should…” Shining was starting to find it hard to think. “Do… something.”

“We could look at the pretty colors…” whispered Cadance.

Shining looked up only to see the goo mares starting to strobe with colors and light. As soon as he saw it, he found it impossible to glance away. It was beautiful, hypnotic, mesmerizing.

“Can you hear them, Shining?” Cadance asked, her voice dazed.

He almost could. “Not… quite…”

“Listen…”

Then it came to him, a soft sound, a thousand tiny whispers. They rolled through him, as sensual as the goo sliding up his legs. Goo mares slid closer and smiled. Strangely, he somehow knew they weren’t actually hostile. They were friendly. They didn’t mind the sword, since it hadn’t hurt them. But they’d like it if he’d drop it.

“No, we shouldn’t…” Shining grunted. “Need weapons.”

“No, we don’t…” Cadance sighed. “We never did. It’s not like they do anything. We should just…”

“Drop them,” they said as one as their hands released and the weapons fell into the goo at their feet.

Then, they both moaned as the light pattern changed, washing them with pleasure.

“We did good,” they both whispered. “No weapons…”

The goo reached Shining’s boxers and slipped beneath them. Cadance squeaked in surprise.

“In… in my panties…”

“Boxers…”

“Shining?”

“Hm?”

“I think we’re about to get fucked by these goo ponies.”

“Do you mind?”

“I… should… I don’t.”

“Me either.”

“Mmm…” Cadance whispered again, her voice getting huskier as more mares slid in from nearby caverns, adding to the hypnotic throng.

“I… yes,” Shining replied as two tendrils wrapped around the base of his cock, already half-hard. They began to stroke and he began to moan. “Cadance… mmm… tell me what it’s doing to you…”

“It just slipped into my pussy,” Cadance said dreamily. He could feel her bucking against him from behind as the goo claimed her. “It’s getting thicker by the moment, filling me up and slowly thrusting, making me crave it. Oh! Tell me what it’s doing to you.”

Some part of Shining knew he shouldn’t and that this was wrong, but all the pretty friendly goo mares told him otherwise with their colors.

“Two tendrils wrapped around my cock,” Shining said blissfully as he got harder and harder. “Stroking me. M-More tendrils caressing my balls, teasing them, loving them. It feels like somepony is gently jacking me off. Feels amazing…”

“Mmmmm… yes it does!” Cadance said. She seemed more enthusiastic by the second. “It… oh my… just slipped around and entered my ass!”

Shining vaguely remembered that Cadance didn’t like anal, but the sound of her voice said otherwise. He must be remembering wrong. At least it hadn’t—

A tendril slipped between his balls and ass cheeks, only to slide into him from behind.

“It’s… in my ass, too! I don’t… I didn’t think I liked that…”

“We like everything now!” Cadance giggled, worry just slipping away from her voice. “It’s making us love everything to seduce us into submission! I know I should care… but I can’t!”

“Cady?”

“Yes?”

“I’m feeling very submissive.”

“Me, too!”

They both cried out softly as the ass thrusting intensified.

A mare approached Shining. She was pretty, purple and had tits that were even bigger than Cady’s! She leaned forward and kissed him on the cheek. He blushed a little, then her two hands came up to his ears. As soon as they covered them, he felt the world go strange as something played around in his head, looking around, like somepony checking out a new house. He moaned in time with Cady and knew they were both being probed.

Then, the mare slipped away, but not before leaving a little seed in his head.

“Do you want to fuck your wife as we fuck you?” they all said as one. He wasn’t sure if they spoke aloud or not… and it didn’t seem to matter.

Shining nodded vigorously and said yes at the same time as Cady.

They all smiled and Shining basked in their approval.

“Cady…” Shining began. “I—”

“No more words,” Cady begged. “Just pound me! Pound me for them!”

The goo did something and he found his cock suddenly free from his trousers. Free and rock hard. It was starting to look a little strange, but he didn’t care. He needed to get it into Cady. His feet were suddenly mobile and he turned to realize that all of Cady’s lower half had dissolved away, leaving her naked from the waist down. The smooth pink fur, the gorgeous multicolored tail, the perfect ass. He wanted it all. She slowly bent over and lifted her tail, revealing her sex, still with a tendril of rainbow goo inside of it.

She looked over her shoulder and smiled, blushing in lust. “Rut me so they can watch.”

He could feel all the eyes on him and it made him shiver in delight. He needed to show them all how he fucked her. He knew he hadn’t been an exhibitionist before, but it didn’t seem to matter much. He was now. He was for them.

He nodded, stepped forward and slid himself inside his wife.

She came instantly. So did he. But they both needed more. They’d always kept going after the first climax. Right? Who cared? He was still hard and she was still moaning.

So he thrust again as the goo fucked him in the ass. He felt the tendrils of the goo around his dick connect in with the ones still in her sex. They merged together, linking him to her. Her pussy squeezed down hard as her wings flapped in need. He grunted and grabbed her ample hips. Then, he felt the goo expand inside of her, wrapping around him and completely filling her. They both froze for a moment.

“I should resist,” Shining said idly. “It’s… it’s doing something to us. It wants us to do this. We should… resist.”

Cady shook herself a little, though she kept moaning as he thrust. He couldn’t stop thrusting. He didn’t know how to stop. Like the knowledge had been removed from his mind.

“Yes… We… we should… stop and… get help…”

“We wish to join you. May we?” the grand choir of the goo sang. And every word was a song. A song that burrowed into that strange little seed in his head.

“Yes!” they both cried. He felt the seed in his mind grow and through this new connection they had, he felt hers grow, too.

“We should have said no,” Cadance said as he watched one of the futa goo mares slide up to her.

“Yes, we should have,” Shining agreed. “We don’t let anyone… anyone in the bedroom, least of all… least of…”

The voices sang again and this time, Shining found himself repeating the musical words. Cadance did, too. They were so beautiful. So sensual. So loving. So correcting.

The brief song ended, and Shining continued his thoughts.

“I remember the time we asked our personal guards into the bedroom. One was a strapping stallion, one was a cute little mare. All four of us constantly made out and fucked all night. They were the first of our royal harem…”

As he spoke, he could see the events. Sucking on the cock of the enormous stallion while both mares made out over his cock. Eating out the pussy of that cute mare as Cady sucked him off. Cady getting reamed by the stallion as the mare cried out on his cock. The stallion taking Shining from behind as the mare drove Cady to orgasm after orgasm.

“Those… those memories… weren’t… we aren’t… we aren’t swingers,” Shining whispered. “At least… I don’t remember being… being them… or gay”

“Are… are you sure?” Cady asked quietly, her body shivering. “I am the Princess of Lust… Love? No, Lust. So if you’re with the Princess of Lust… you got swing both ways.”

“Well…” Shining hesitated as he felt a mare approach from behind. “I… I’m not sure. Princess of Lust… you’re pretty horny… you need so much. But I wasn’t gay before this… or at least I wasn’t attracted to stallions. This… this is…”

“Embrace your nature as a sexual creature. The gender doesn’t matter. Only pleasure.”

“...really erotic making me remember all of this,” Shining continued. He felt like he had forgotten something again, but couldn’t remember…

“You have always desired to be sexually free. Your mate unlocked it within you. The first night you mated, she changed you, opened you. Another reason for love. The pony you fuck is the one who let you embrace your desire for stallion or mare.”

“Have I ever told you how much I love you for making me totally bi?” Shining hummed as he pounded a little faster. “To think, if you hadn’t, we’d never get our little orgies like that night, my Princess of Lust…

“I am… Seem so real… mmm… and I do want a cock between my lips like we did that night…” Cady sighed quietly. “Yes, I really do…”

“And I want one up my ass,” Shining said idly. “I just…”

He felt the cock slip into him as if it had been designed for him and him alone. He felt himself stretch just enough to accommodate it and his tail lift to give his new lover better access.

He looked behind his shoulder to see one of the violet ones smiling at him, pressed hard against his ass, keeping her thick cock inside of him and allowing him to adapt.

“I’ve… never had… a cock in me before…?” Shining said though it came across as a question.

That… didn’t make sense. He was totally bi. Cady so often got off watching him being pounded by some handsome stallion. Why had he said it?

Glowing purple eyes met his and any trace of worry seemed to get pulled out of his mind. Or maybe pushed. As the goo mare slid all the way out of him, he felt a strange feeling of emptiness, even while his hips moved on automatic to fuck his wife. He… wanted it. Somewhere, Cady moaned in lust. That was good. She should get all the sex in the world. Just like him.

The violet mare studied him, then smiled. She looked around. So did he. As he did, he couldn’t help but plow Cady a bit harder. She loved it, if her spasming pussy was any sign. All around them were goo mares. They were all softly glowing from within in every color of the rainbow. They flowed in strange colors that seemed to sap the will out of him.

“You’re… brainwashing… us…” Shining whispered.

The goo mare behind him put a hand on his back. He felt something slip into him and a buzz inside his brain. And just like that, he knew the violet goo mare intimately. Her name was Loving Stroke. Once, long ago, she had been something else, but she couldn’t remember it now. She did remember she’d been male once. Maybe about the same time. Then, she’d been found by the goo mares. They’d loved her, cared for her, fed her, brought her into their tribe.

Shining knew everything that mattered about Loving Stroke. Everything she cared about. Like him. She had strange memories, too. Memories of them being clandestine lovers. Him fucking her gooey pussy over and over again, only to become addicted to her cock. Shining had spent hours sucking on the beautiful violet tool. He’d had to beg to have her huge rod inside of him. She’d been so gentle the first time, even after he’d admitted to becoming her little slut.

Just a week ago, he’d introduced her to Cadance. Cadance had been overwhelmed by lust at the sight of Loving Stroke. As the Princess of Lust, that happened sometimes. Within minutes of meeting, Cady had been riding the huge goo-dick while Shining had fucked Loving’s goo-pussy.

Cadance had begged her to stay that night and every night since. Good thing too, because Shining had begun to fall in love with Loving Stroke, who could now speak directly into his mind—a side effect of being fucked so many times—and had confessed her love for him.

They’d come down here for a traditional goo joining ceremony. As the submissive in this relationship, he was to be the wife, despite his gender. Once the tribe accepted him, they would be bathed in their love and the three of them would be joined.

“Shining, my love,” Loving cooed behind him. “Tell me you want my cock again…”

“Always, beautiful. I always want it.”

“Tell me you want it even while fucking your wife again…”

Shining laughed. “I want your cock so badly that I would happily live forever with you inside me…”

She kissed his back with gentle, sloppy, gooey kisses, all the way to his neck.

“You will get your wish, now that your mind has blossomed. Your wife’s mind is blossoming now, too. Watch it.”

He turned to see Cady shivering in anticipation at the sight of a thick cock of a different, blue, goo girl he didn’t recognize.

“Who is…”

Her hand returned to his head and he came in his wife. But she cried for more and he couldn’t go soft, so he continued.

“What’s her name?” Loving Stroke asked.

“Sensual Touch,” Shining answered instantly. “You two found us… made love to us… seduced us… made us fall in love with you and now… we’re going to be wed.”

“Such a good pet,” Loving Stroke said. “Feel yourself open to us. Remember all the times you ended up encased in my body, me touching you in every way. Remember how Sensual Touch would link with me and you would feel her sensation and she would feel yours?”

“That… didn’t…”

Shining knew something was wrong. But he didn’t care anymore.

“Cady?”

“Yes, love?” said the panting voice of his wife.

“I… I can’t hang in much longer…”

“Give in with me,” Cady replied happily. “It’s so much easier to let them reprogram us. Fighting just makes it harder. They already have us. Submit and obey.”

“Submit and obey,” Shining whispered, then glanced back at Loving Stroke. “Will I still be together with her?”

“You will merge, becoming one when you are not working for our goal.”

“And what goal is that?” Though he had a pretty good idea.

“Do you care?” Loving Touch asked as her cock began to slide into him again.

“I… I…” the rest of his clothes fell away. “I…”

“Grow a pussy, now, love.”

Shining nodded, distracted by the question, and conjured his magic. It was shockingly easy to give himself a perfect little feminine sex beneath his cock.

“How did I… ahhhhhhhh…”

Loving Stroke slid her cock into his new pussy and clutched him tight. Cady moaned loudly. Shining looked down to see her swallowing the blue goo mare’s cock eagerly.

“Now, we get to change the details,” Stroke whispered in her mind. “First of all, your name and your gender. I have rewritten both. Give me your new name.”

“Gleaming Shield,” Gleaming Shield said. She briefly tried to remember what she’d used to be called… but it didn’t matter. Stroke pounded her in approval.

“Now, do you love me, Gleaming Shield?”

“Yes, Loving Stroke.”

“You want me inside you. Want us to be as close as possible?”

“Yes.”

“You didn’t know my name a few minutes ago. That is the truth. Do you still open yourself to me?”

Gleaming Shield shuddered as her pussy spasmed and her cock went off. She loved this. Everything about this was perfect, though she desperately wished she had the female body to match her female mind and female pussy.

“Yes,” Gleaming Shield whispered.

“Yes,” Cady whispered beneath Gleaming.

Gleaming looked down to see Cady’s muzzle begin to shift and change, becoming blue like Sensual Touch’s massive cock.

Then, she felt Loving Stroke slide against her back… then into her back.

Gleaming screamed in pleasure, her body shaking, overloading. All around her, the goo mares began to make love to one another. And as they did, Gleaming could feel it. She was…

“You have always been one of us,” Loving Stroke whispered.

Gleaming moaned as she melted under the onslaught. Massive tits erupted from her chest. Her face reshaped. Her hips and ass exploded.

“I… I am a goo mare…” Gleaming whispered as Loving slipped deeper into her. “We are… are all…”

She felt the body beneath her cock shift and change. To her surprise, Cady had… she could feel everything Cady could as Sensual Touch merged with her.

They both came hard, then Cady stood, a transformed mare.

“Join us,” Cady whispered. “Join us in perfection.”

Gleaming smiled, then completely surrendered.

She was swallowed by her two lovers. Cady stepped forward and began to make out with her, her perfect blue goo body feeling so right against Gleaming’s heavy tits, supple waist and thick cock. Her wings enfolded Loving Stroke and Gleaming as they finished changing to a soft blue hue. Only Cady’s hair remained the same, oddly.

“Sensual Touch and I are now the same,” Cady whispered after she broke the kiss. “We’re swirling inside and everything’s so blurry. It feels so good.”

Her chest swelled a little more, pushing into Gleaming’s heavy tits.

Gleaming moaned at Cady’s words, then felt Loving Stroke consume more of her body. In Cady’s wonderful embrace, Gleaming pushed herself back against the goo mare, groaning as she felt more of her body change into her true form. Her ass and tail had already been taken, and now her back and sides had joined them.

“We’ve talked,” Cady whispered as she peppered Gleaming’s neck with wet, sloppy kisses. “I am to remain Cady and keep the memories of the mare I was. That way, we can fuck more ponies into our true herd.”

Gleaming smiled in bliss as Loving Stroke helped restore all of her legs into their natural purple goo form. “That sounds perfect. I can’t wait to spread our blessing to our ponies…”

Cady kissed her hard again, squeezing her tightly. ”Gleaming… my… my body… it’s… soon… I need your cock in me. I need it to grow…”

Loving rushed upward from Gleaming’s legs. Then, Gleaming came all over her beautiful blue wife. Cady rubbed the cum into her stomach, where it was absorbed into her body. Then, Loving claimed Gleaming’s balls. Gleaming squealed, and on instinct, bucked her hips hard enough to send her thick cock directly through Cady’s goo-stomach.

Cady immediately came at the intrusion, thrashing, but never letting the cock go. “Gleaming… oh Good Queen! Fuck me!”

“Do you want your cock to be returned to its true form?”

Gleaming bit her lip, remembering how many years she’d spent stuck as a solid to infiltrate them and discover if it was safe for their people to come out of hiding. The constant sex Cady and her had enjoyed had been a fraction of the truth of their existence.

“You don’t need to ask, love,” Gleaming cooed as Cady kept cumming. “Make me what I should be…”

And then, the sensation of Gleaming’s cock in Cady’s stomach changed. Cady gasped. Gleaming gasped. They both looked down.

Gleaming’s cock, now a perfect purple, no longer fully penetrated Cady, but instead dissolved into her, breaking out into tendrils that spiraled through Cady’s beautiful transparent body.

Cady stepped forward, shoving more of Gleaming into her body.

“Sensual said I’m going to grow a cock soon,” Cady whispered. “I want to merge with you. Be one with you…”

Gleaming looked up at Cady and moaned as Loving Stroke slipped up her body, converting her stomach, then her huge breasts. She paused before taking her head, though.

“Know that I love you, my precious Gleaming,” Loving cooed.

“And I love you. So much I want you in me forever,” Gleaming answered honestly.

Cady smiled, hearing both, then leaned down to kiss the other mare, long and hard. Gleaming bucked wildly, sending her tendrils dancing through Cady as her head was consumed with the goo. The sensation of being fully restored to her true form was perfect, doubly so for her lover was now with her forever.

“Now I can finally unlock your true memories,” Gleaming’s angel said in her head.

Gleaming bucked again when she remembered that Loving Stroke and her had been lovers for centuries before Gleaming had gone on the mission. Sensual Touch and Cady had been their favorite playmates. They’d all merged as one more times than Gleaming could count.

“My cock…” Cady mumbled. “It’s coming for you…”

“Squeeze me tight,” Gleaming begged. “We’re of the Goo. We don’t need pussies for pleasure.”

“No… we don’t…” Cady mumbled.

Then, a twelve-inch cock exploded from Cady’s crotch, spearing Gleaming in the belly. Gleaming yowled in pleasure as she felt the tendrils of her lover’s tool spiral into her. She kissed her again, her hands wandering over the taller alicorn of goo as Cady began to buck. Gleaming couldn’t help it. She began to buck as well.

“We’re…” Cady mumbled, but it was getting hard for both of them to speak.

“Just Merge. We’ve done it so many times before…” Loving whispered.

Thankfully, she knew the way and Gleaming opened herself to her fellow spy. In moments, they had both absorbed half of themselves and their cores were already mingling. In less than a minute, only a swirling pillar of purple and blue goo stood where the two mares had once stood.

Gleaming/Cady/Loving/Sensual touched one another in ways that would have been impossible for any solid. Every bit of their bodies was being loved, teased, fucked and licked. All four of them became one in one glorious climax, filling the room with golden light.

When Gleaming Shield next knew her own mind, she felt pieces of Cady and Sensual within her, as well as the perfect presence of her eternal lover, Loving Touch.

“I’m so happy you’re home,” Sensual said as she moved their hands to tease her cock and her pussy. “We’re going to fuck the whole Empire into submission.”

Gleaming looked up at Cady and knew she had just thought the same thing.

“Yes, and they’re going to love it,” Gleaming and Cady whispered as one.

Gleaming stepped out into the small study as the male form she’d once worn. She knew exactly who she wanted first. A maid named Yellow Daisy. She’d made several passes at the solid male version of this body.

And there she was, working diligently dusting some books on the counter. Gleaming snuck up behind her, then, stifling a giggle, leaned down to kiss the maid’s neck.

Yellow squealed in surprise, only to look behind her, see who it was, then shudder visibly. Gleaming could sense the mare’s sudden wetness.

“Finally taking me up on my offer, sir?” she said in a low, throaty voice.

“Cady and I have decided to be more open in our relationship. And the first thing I wanted to open was your legs.”

Yellow whimpered as Gleaming continued to kiss her way up toward the mare’s ear.

“Assuming you still want me…” Gleaming said in Shining’s voice.

“More than ever…” Yellow groaned. “Take me, Captain.”

“Just one thing first…”

Gleaming kissed Yellow’s ear, and in so doing, slipped a little bit of goo into her mind.

Yellow stiffened briefly as she was slightly rewritten. Just enough to help matters along. Finally, she staggered against the counter. Then she turned, only to come face-to-face with the solid form of Gleaming Shield.

Yellow licked her lips.

“I hope you don’t mind…” Gleaming whispered. “But Cady turned me into a mare a little while ago, and I like that a lot—”

Yellow launched herself at Gleaming, kissing her as she rode her to the floor. In moments, the lusty maid had pulled open Gleaming’s uniform and was making out with Gleaming’s heavy chest. From there, a bit more goo would get into the maid, driving her even more wild.

In less than a minute, the maid had stripped herself of all but her panties, necessary for the simple fact that her body was already swelling in areas to better suit her coming form. Yellow ripped away Gleaming’s own panties and buried herself in the disguised goo girl’s sex.

Now, Gleaming started to squeal herself. She rode the maid all the way to the first orgasm, only for Yellow to look up. Her coat had changed, now having a waxy orange sheen on her lust-crazed face.

“You are the best mare I’ve ever eaten out,” she declared, then went back down on Gleaming.

Gleaming Shield couldn’t even get in a word. And she could feel Cady two floors up as the two door guards took her from either end. Both goo girls felt the touch of the rabid maid and the frantic guards. And both squealed as they came again, their new converts happily fucking them silly as they slid more and more into their perfect goo bodies.

Gleaming smiled as she lay back and let her maid do her work.

The Empire wouldn’t last the week at this rate.

Author's Note

First story in forever~! I've had this in my files for the longest time, just never got around to publishing it~! It's more of a TF quickie than my bigger, character-driven stories, but hopefully you enjoy it just as much~!

And I can't get enough of Gleaming Shield. Heeee~!

If you enjoyed this and wanna see more, feel free to help support me at Patreon or Ko-Fi! You can also commission me for all your fun transformation (and more!) story needs!

Until the next story, love you all~!

<3 ~ Honey