Better Than Best Friends

by Retired5262020

Rating: mature
Tags: My Little Pony: Friendship is Magic, Second Person, Soarin, Romance, Porn, Sex, Spitfire, Alternate Universe, Anon
Length: 8610

With some alcohol washing away your nerves, you decide to give your best friend the night of his life. (Willing TF)

When you were dropped into Equestria, fitting in was pretty difficult. Ponyville residents got used to you quickly thanks to their frequent brushes with strange characters, but the rest of Equestria was less welcoming.

Twilight wanted you to feel comfortable and accepted if you traveled away from Ponyville, so she devised something.

A transformation spell to change you into a pony at will, controlled with an activation phrase...The only catch is that the transformation is a mare, since Twilight needs to make the body template from something she is familiar with. It took months to get used to, but you learn to live in Equestria from two sets of eyes.

One night, you take your pal Soarin on a bar crawl to help him get over his latest rejection from Spitfire, then get an idea. If Spitfire won't give him the time of day, you will.

As a mare.

Warning:
Clop. Mare x Stallion.
Features willing and reversible Man-to-Mare transformation.
Written from a 2nd person female perspective.

Published 2021-05-10 06:00:02 UTC
Last updated 2021-05-10 06:00:02 UTC

Better Than Best Friends

Author's Note

I don't write smut anymore. I don't really find it fulfilling. This was a short for /mlp/ in 2018 or so, and I figured the weirdo coomers might enjoy it. It was an interesting change to write from a female perspective, I have to admit.

While I thank my patrons for bankrolling my writing, this one is free and not affiliated with my patreon at all. It's here just for archival really.

Better Than Best Friends

When you were dropped into Equestria, fitting in was pretty difficult. Ponyville residents got used to you quickly thanks to their frequent brushes with strange characters, but the rest of Equestria was less welcoming. Twilight wanted you to feel comfortable and accepted if you traveled away from Ponyville, so she devised something.

A transformation spell to change you into a pony at will...The only catch is that the transformation is a mare, since Twilight needs to make the body template from something she is familiar with.

"Fuck it," you said. "But make me hot."

Twilight humored you and made your new body young and voluptuous. Once she had the body set, she taught you the activation phrase.

"What? 'Calculus is soothing?' What kind of fu-"

In a flash of light and plume of smoke, you seamlessly transform into a beautiful young mare.

Twilight smiles proudly as you marvel over your new form in the mirror. "Just say it again to go back. So, what do you think of my work? Rather ex-Anon no!"

You ignore her and keep examining your teats and mare bits in the mirror. "What? Did you not expect this?" you ask, a smirk on your muzzle both from her reaction and from hearing your own pretty voice. "Would you fuck me? I'd fuck me."

The red-faced alicorn grabs your raised hindleg in her telekinesis and forces it back to the ground. "Have some shame!"

From there on, you spent time transformed on and off, becoming more comfortable as a female. It was definitely easier to bond with ponies when you looked the part. You did have Twilight tweak the activation phrase though.

'Calculus is soothing'. Thats some real nerd shit.

Your heart is thundering as the hotel room door quietly closes behind you and Soarin.

Being a Wonderbolt, the swanky Canterlot hotel eagerly offered one of their two bed VIP suites to Soarin and totally overlooked your strange human appearance. Most usually don't mind you when you're buddy-buddy with a Celeb.

"So what's this surprise you told me about Anon?" Soarin asks with a sigh. "I'm sorry for being a downer, but I'd like to get to bed and maybe we can have fun tomorrow when I'm not such a drag."

You frown. "Soarin, you've got nothing to apologize for. I asked you to come hang out because I wanted you to cheer up. I brought you here just for that."

Your best friend hops up next to you when you seat yourself on the edge of one of the luxuriously soft beds. Without even thinking, you run a hand through his mane and his frown eases some.

"You shouldn't worry about me and my mare troubles," he grumbles, laying his head on his forelegs. "I know I'm not fun to be around whenever Spits tells me to go get bucked. You don't need to waste your weekend with me. I'm sure you've got better things to do."

"Better things than hanging out with my best friend? Top pal? Number one bud? Apex amigo? Maximum m-"

"Okay okay! I get it," he interrupts, smiling for a split second before his lips downturn again. "You're just dumb and like sour times. It's okay."

You dramatically grip your chest over your heart and clench your eyes shut. "You fucking wound me friendo. We can be sour together if you insist on gunning for Spitfire for some unfathomable reason. Points for how nice she looks though."

'Though still much less pretty than me,' the female side of your ego preens.

Soarin sighs again and raises his head. "I don't just want sex, Anon. I want some kind of connection. Even if it's just buck buddies, I want the buddy part to be there. Groupies and hookers are just..." His eyes suddenly widen. "Anon, you didn't lead me here because you hired a bunch of hookers did you?"

You smirk to try and hide how your nerve is faltering. "While I do want you to get laid, no, I didn't hire any hookers."

The pegasus lets out a breath of relief.

"I can do you one better."

He looks up at you with a raised brow.

'C'mon Anon. It's now or never.' You stand and try to keep your knees from shaking as you look your curious friend over.

Soarin is handsome, there is no doubt about that. Even before you were given your transformation, you could have admired him. His lifetime of athleticism has given him a toned and streamlined body. Thin, wiry muscles like braided steel cable show under his smooth and well-cared for coat. Every moment from him makes those muscles ripple in a mouthwatering way. His face is both adorable and strong, with a firm jawline on his muzzle and beautiful green eyes that normally sparkle with laughter. Your eyes wander to his work-of-art wings. Not a single feather out of place and just as sleek as the rest of him. One flap of those wings can whip up a gale or send Soarin flying gracefully through the air.

A few months ago, you would have been disgusted to find yourself checking out a stallion. Now it's second nature to ogle any attractive pony.

"Uh, Anon?"

You shake your head when you realize you were staring. Soarin's uncomfortable eyes look into yours.

Do it now.

You let out a shaky breath. "You need laid man. So I'm going to help if you insist it has to be a friend."

Soarin looks away. "Hey, uh. I appreciate the thought, but I'm not..."

"I know. Just watch."

Your best friend goes quiet and pushes away his discomfort.

"It's not original, but... Shazam!"

A plume of grey smoke erupts under your feet, and you feel your form shift instantly like it usually does.

Soarin jolts to his hooves and hops off the bed, his wings open and his face shocked. "Anon!"

One flap of his wings disperses the smoke and reveals you.

As a pegasus mare.

You blink and overcome the dizziness the sudden height change brings with speed borne of practice, then you look back to Soarin.

The stallion, now half a head taller than you, looks down at you and blinks, uncomprehending. You can practically see smoke pouring out of his ears as his brain short-circuits. "A-Anon?"

You nod silently, overcome with a sudden surge of shyness.

"What happened?" He asks, his tone lost. He takes a step back and looks you over. The dusting of pink on his cheeks pleases you greatly.

"I told you how I ended up in Equestria, right?" you ask, then continue when he hesitantly nods. "Twilight Sparkle wanted to give me away to fit in if I wanted to, so she made a transformation spell for me. She tried to make me a stallion, but could not get it to work right, so I settled for being a mare," you say, swaying idly on your hooves. "I got used to it faster than I thought. Fast enough to be comfortable with it. Hell, I spend a decent chunk of time as a mare."

Soarin gulps and folds his wings down, stepping a little closer, close enough that your mare nose can pick up his pleasant musk with a faint hint of alcohol and sweat. "So you can become a mare any time you want?"

You reflexively ruffle your wings then smooth them again. "Yeah. I never talked about it because no one ever hassles me when I'm with you."

He shifts his hind legs nervously. "A-And you want to..?"

A surge of bravery comes to you, and you step inside his personal space, nuzzling your cheek to his, making the stallion silently gasp and blush a little deeper.

A deep breath of the fur along his jaw warms you down to the core and fills your sense of smell with the spicy scent of stallion. That heat slowly makes its way rearward between your hindlegs. You feel your face heat up when your clit winks. "You need this Soarin," you say gently into his ear. "I hate watching you tear yourself down because Spitfire won't give you the time of day. You're my best friend and I want you to be happy. If you don't want this, just say the word. I'll change back and we can pretend it never happened."

Soarin is silent for a full nerve-wracking minute, and just as you fear you've destroyed your friendship, he nuzzles you back with a sharp exhale. "Anon? You're not uncomfortable at all? You're a guy and all..."

You smile and giggle quietly. "I'm not uncomfortable at all. I've spent enough time as a mare to have and get over the whole "is it gay" identity crisis. Can't be gay if I've got a working pussy now can it?"

He snorts a short laugh out. "Well... Is it okay if I look you over? I know you'd never pull a prank this mean on me, but..."

Your heart soars. Heh. Soars for Soarin.

"Of course. Look all you want. I don't mind a bit," you say, a giddy giggle leaving you.

He steps back and smiles a little. "Your ego is intact it seems."

The stallion slowly circles you and your excitement dials up further and further. Without even meaning to, you fluff up your wings and chest tuft, making you look soft and cuddly. It takes some effort to not let your tail flag, however.

The longer he looks, the more red his face becomes, much to your pride.

When he's completely behind you, he freezes, eyes locked to your rear. You watch him from over your shoulder gulp as his eyes trace over your soft, shapely rump.

You give him a little wiggle and Soarin can't peel his eyes away from the ripples that run down your behind. Then he steps closer and noses your tail to the side.

You squeak and blush beet red when he takes a deep breath just inches from your mare bits. Soarin shudders and blinks away the sudden desire you saw clouding his eyes. "You really are a mare..." He says, looking almost lost.

You turn to face him, but now you can't stop your tail from flagging and feel a viscous line of liquid warmth run down a hindleg. "I told you," you say, planting a smirk on. "So what do you say? I didn't offer you my mare virginity for nothing, did I?"

Soarin's jaw drops. "You're a virgin? How?! You're gorgeous and I figured that-" he clams up and the pink on his cheeks becomes a dark red.

Your own faces heats up, your blush now spreading across your muzzle. "Gorgeous, huh?"

You've had stallions complement you before, but Soarin doing it makes the warmth in your core redouble. Soarin thinks you're gorgeous. The mare hormones are making you real sappy, but you have a hard time caring.

"But why offer your v-virginity to me?" He asks.

"Because you deserve it, and I want you to have it." You surprise yourself with how firm your words are. Soarin leans back at your intensity. "You're the best friend I've had across two entire worlds," you say, slowly walking towards him. "You didn't judge me for how I looked, didn't look down on me for not being part of the Canterlot elite, you've always been there for me, and you were my first friend outside of Twilight. I didn't even need to hide my real self from you."

You press your chest tuft to his smooth, muscular front and look up at him. He locks eyes with you, his emerald greens wide and muzzle in a little "o"

Without warning him, you press your muzzle to his in a sloppy kiss.

His eyes shoot open wide and his wings flare, but he doesn't pull away.

You break the kiss with the shocked stallion, your face and marehood feeling like they're on fire. "If Spitfire won't take you, then fuck her. I'll give you everything you deserve. I love you, Soarin. Maybe more than a friend should." You say, surprising yourself when you mean every word.

You wink again, feeling another line of marelube dripping from you.

Soarin is angled just enough to watch the glistening strand drip to the floor. He takes a deep breath. Soarin gulps and looks away. "Anon, maybe I need to clarify some. I don't ever mess around with groupies because I... Get attached too easy. Spitfire and I were sweethearts in highschool and it still lingers. Tartarus, I almost cried when my first and last groupie said she just wanted a one-night thing. If we do this, I might actually like you more than friends should... I-Is that okay when you're only a mare sometimes? I don't want to buck things up between us. You're my best friend and all."

The nervous-no, frightened look on his face breaks your heart. Even as a man, looking at his expression would have been gut-wrenching.

You touch your snoot to his in a mutual boop and lick him across his lips, making the stallion stop his freakout. You smile gently to him. "Wherever this takes us, we'll always be friends. Best friends. And after tonight I'll probably be spending a lot of my time with you as a mare. I promise."

Soarin returns your gentle smile. "You're awful sappy tonight."

"Blame the estrogen and you making me horny," you easily deflect. "Now where were we?"

Soarin takes the initiative and catches your lips in a much smoother kiss, slowly leading you to the bed and once again reigniting your excitement.

You follow and try to kiss back as well as you can, but he's got you firmly beaten so you can only follow his lead.

He breaks the liplock and licks his lips with a pleased hum. "You taste nice. Did you doll yourself up for me?"

You scoff. "I didn't have time to put any lip balm on, or anything really, when I transformed right in front of you."

His eyes light up. "So this is the natural you?"

You blush deeply at the implied compliment as you hop on the bed with him. Living a life as a guy on earth then suddenly being able to become a bombshell female left you with no resistance to any positive things said about your appearance.

And Soarin saying it makes it so much more meaningful.

The stallion captures your lips again and eases you down into your side, letting him stand over you as he trails away from your muzzle and kisses a line down your neck.

He stops just above your chest tuft and takes a deep sniff, letting out a needy groan before nibbling your neck.

You don't even need to ham it up as you lay back and mewl at the pleasing jolt running down your spine. Then you raise your head and feel your eyes widen.

Under him, his cock finally spills from it's sheath, coming to full mast in no time. The whole thing throbs with his heartbeat and a tiny bead of pre glitters on the tip. Just looking at it makes your mouth water and you desperately want a closer look. And a taste.

How long has he kept that suppressed?

Further back, his balls are full and round, with the skin of his sack stretched taut. You strain your ears and can actually hear them sloshing just the slightest amount. No doubt he's pent up from his long dry spell.

You gasp and bite back a moan when Soarin noses his way under your wing. He kisses and nibbles the sensitive skin of your wingpit, making your feathers fluff up.

You stretch your upward facing hindleg, trying to rub your now wet, winking marehood on the bed, but you can't seem to get the angle right. You can feel Soarin smile into your wingpit. "By Faust those sounds are cute, and you smell soooo good."

The blush on your muzzle deepens and you try to reprimand him, but he noses his way further down, making you giggle at the ticklish sensation of his lips on your belly.

Soarin makes his way downward, and you lift your leg out of the way. The stallion stops for a moment to admire your teats, his eyes sparkling. You swear you see his cock twitch. "Jeez Anon. Got a foal you're nursing? These look like they should be on an earth pony."

You huff. "Well, if you're going to make fun of them, I can always..."

You start closing your legs again, but Soarin quickly darts in and latches onto one of your nipples. You yelp from the electrifying sensation of the grown stallion suckling on your teat and let out a throaty moan. Your snatch winks and squirts a little marejuice as your walls futilely grind on themselves.

Soarin pulls away with wide eyes and smacks his lips. "You're actually lactating?"

Wait. Are you? No wonder your teats would start hurting if you stayed a mare for longer than a few days.

Soarin bends back down and runs his flat, broad tongue over the nipple he was suckling, and sure enough, a small squirt of white lands in his mouth. "It's so sweet..." He murmurs.

Wait. Why are you sitting here letting him do all the work when your plan was to relieve him?

Soarin falls to his tight rump when you suddenly collect yourself and crawl towards him.
"If you get to taste me, I think it's only fair I get to taste you!" You say, eyeing his neglected dick still standing at attention.

The stallion blinks at the sudden turnaround and turns his head away shyly. "You don't need to do that Anon. We caaAH!"

You cut him off by crawling on your belly and sticking your muzzle right where his cock and balls meet.

One sniff has you riding a hormonal high. Your body heats up to an almost unbearable level as the pure stallion musk makes your blood sing and heart pound. Your nipples harden and your cunt clenches and squirts a little. You actually start drooling onto his balls as your tongue lulls out.

The taste is incredible.

You slowly push the haze out of your brain and run your tongue up Soarin's soft, velvety shaft all the way to the head.

He lets out an adorable moan and bucks into your lips a little, smearing his pre into your fur.

You let out a giggle and lick your lips, savoring the tang of stallion. "And you say I taste good."

He can't reply before you lower your head and kiss the tip of his penis, hoping he leaks more. And more he does, when he buck his hips again, you open your mouth wide and let his cock head pop inside. You almost can't take him in your mouth thanks to his sheer girth.

Soarin throws back his head and hisses. His balls jump and clinch, sending a little spurt of pre into your tongue that you eagerly lap up.

You smile around the cock on your mouth and dive further down, taking a few inches into your muzzle with a wet suck. If you still had hands, you'd be fondling and massaging his balls to coax more out of him. Oh well. Looks like you'll have to work your mouth better.

You bob and suck Soarin's stallionhood, lavishing his head with broad licks whenever you could, making your stallion bite his hoof and buck his hips with his eyes shut tight in pleasure. You silently marvel over how smooth and soft he is. His almost silky cock glides through your muzzle and coats your mouth in his delectable taste. You debate trying to deepthroat him, but your confidence falters. If you gagged it would definitely not be sexy.

Next time.

"Huhhhh, Anon..." He quietly moans. "S-So good. I'm not gunna last if you keep this up..."

You look at him, then pull your head back and release his cock with a soft "pop!"

Soarin's eyes shoot open. "Why did you stop?!" He whines.

You smile deviously and stand, turning and flicking your tail to the side.

Soarin gapes, his complaints gone.

You're drenched by now. Your whole crotch is sticky with marelube and your ignored pussy winks rapidly, almost angrily. "I can't have you blowing unless it's inside me."

His breath hitches and his cock throbs.

You look back and put on the most seductive face you can, slowly swaying your wide, foal-bearing hips. "Come claim your mare, Soarin."

He walks forward as if hypnotized, eyes locked on your rear. Just as he's in range, he noses your tail aside again and mashes his muzzle to your pussy.

The sudden sensation of his sniffing nose and lapping tongue makes you squeak and almost makes your legs give out.

Soarin groans into your loins and pulls away, then he rears up and rests himself on your back, hooking his forelegs around your thighs in a perfect mounting position. The weight feels so right and natural.

Oh God here it is. He's mounting you. You're going to be penetrated by your best friend. You're about to give him your virginity.

"Anon?" Soarin softly inquires above you. "You're shaking. If you're scared or having second thoughts about all this, it's okay. I don't mind and don't think less of you."

"Don't you dare get off!"

Soarin jumps at hearing your tone.

You turn your head and try to glare, but it comes out much softer. "I'm not scared. I'm excited. It's not everyday someone gets to give their virginity away again. I want you to have it. I want you out of everyone I could ever have to make me a mare for real."

Soarin's startled expression fades for a delicate smile and misty eyes. "Thank you, Anon," he says, leaning his head down. You catch him in a kiss halfway, pulling away only when you started getting dizzy from lack of air.

"Ech. I'm going to need to drink a bar dry and get into a fistfight soon to balance out all this sappy shit," you say, poking your tongue out.

Soarin laughs and it shakes your body. Once his mirth passes, he leans down and nuzzles your neck. "Ready, beautiful?"

Your blush returns. "Do it. Breed me."

He nibbles your neck and slowly brings his hips forward. You gasp when you feel his blunt, silky tip poke your folds slowly, as of asking for permission. You push back just enough that his head parts your outer lips. Just his head rubbing your labia sends jolts up and down your body.

He inhales sharply and presses in slowly.

You bite your lip and try not to cry out like a bitch in heat when his cock head slips inside with a wet "shlick!". With a steadying breath, you widen your stance and spread your legs more to better take his girth.

Soarin hisses into your neck and slides further in with painstaking slowness. Inch by inch, your head swims a little more and the indescribable feeling of being full and whole fills you.

"S-Soarin..." You moan.

"Anon..." He returns with a pant. "Faust you're so tight. I almost can't get in."

"Don't be afraid of hurting me," you say with a giggle that transforms into a needy mewl. "Keep going. Please."

Your stallion pushes harder, with just a few inches to go, and you instinctively clinch and flutter your vaginal walls around his cock with a breathy moan.

Soarin makes a sound that almost sounds like a cough, like the air was driven from his lungs. "O-oh Faust that..!"

He grips your rump and thighs roughly, then in one jerky, savage thrust, he sinks the last of his shaft to the hilt in you.

You throw your head back in a silent scream and struggle not to cum right there. The edges of your vision bleed white and there's a full roar in your ears as your whole body buzzes.

"Anon? Anon! Are you okay?!"

You turn your back to the scared Soarin and giggle almost drunkenly. "I-I'm good. Give a girl a little warning next time, okay?"

Soarin nods and the almost-orgasm fades from your senses, bring back the burning need twice as intense.

You clench and flutter your canal around the rock-hard cock inside you again, making Soarin grit his teeth. He starts to pull out again, leaving you with a horrid empty feeling that you instantly hate. He pulls all the way out to his head, then thrusts back in a bit faster than before, making you full again and rubbing your nerve-filled innards with his silky stallionhood.

You let out a harsh breath. "Faster..."

Your mate pulls out and thrusts again, fast enough to make a lewd "squish" when he hilts. Your clit winks and kisses his balls.

Soarin tries to set a pace, but he keeps speeding up on accident and has to correct himself. Finally, blessedly, he gives up on a slow pace and hugs you close. "Anon, you feel so amazing..." he moans into your mane. That moan almost turns into a scream when you clench and flutter again. He bites the nape of your neck and thrusts hard and short in revenge, making a marely squeal erupt from your throat as your whole body quakes under him. Your rump ripples with a "slap!" each time his toned hips violently meet yours, and your teats bounce freely under you. Your wings stand erect in ecstasy and you barely notice the noisy creaks and squeaks the bed makes.

A haze begins setting in. The room is filled with the scent of sex and stallion and it's driving your instincts wild.

Soarin slows his wild thrusts and slows back down to a more tender and loving pace, making you whimper and start pushing back to make up for it.

Sweat collects in your mane, so you throw your head back and stare into the eyes of the stallion making love to you.
"Soarin..."

He presses his muzzle to yours in passion-filled kiss. You turn your muzzle and lick his lips, and he licks back, starting a furious prench kiss. You moan into his mouth as his tongue overtakes yours and explores your muzzle with impunity. He breaks the kiss and rears back, planting his forehooves on your generous rump.

Soarin stops for a moment and pulls nearly all the way out, just his head remaining. Then he slams back in with a single thrust.

"S-SOARIN!" You scream and clench, trying to milk his cock before he pulls out and slams in again.
And again.

And again.

You howl in ecstasy, tongue lolling out and not caring if the adjacent rooms hear as he pounds your marehood like a wild animal. Soarin grunts and gasps each thrust when you try to clench, flutter, then you make up a new move entirely and roll your vaginal walls inward. That one makes him hold fully hilted for a moment and knocks the air from his lungs.

You spread your legs further and let your forelegs give out, sending you face down, ass up. You still push back with each thrust though, meeting your stallion halfway.

Again, white bleeds into the edge of your vision and nirvana seems to come to Equis. You rapidly lose control of your vaginal muscles.

"Soarin! I'm so close!" You gasp out between body-rocking hip-on-hip impacts.

"I know Anon, I'm almost there too!" He grunts. "I-Inside?"

"I'll never forgive you if you pull out!" You manage to growl.

You shakily stand back up on your forelegs and let Soarin bite your neck nape. He falls back onto you and hugs you from behind tightly, speeding his thrusts up until his hips are a blur.

"A-a-a-a-a-a-a-A-A-A-A-A-AHHHH!" You cry out, each thrust jostling your voice and your abused pussy.

Your peak rushes to you. You cum. Hard.

Your vision explodes into fantastic colors and your whole body seizes as every nerve ending in you cries in joy. You can only hear Soarin over the waterfall sound in your ears. You clench harder than ever, your entire canal working in sync to milk the beautiful cock inside it for everything it's worth.

Soarin roars and hilts one final time. His head flares and seals both it and your cervix in a tiny chamber of flesh.

Your pussy squeezes, then your womb explodes into heat. You lift your head and scream in animalistic rapture, each jet of Soarin’s seed making your voice a little higher. The primal satisfaction of strong male breeding you thrums through your whole form and you pant, exhaustion suddenly overcoming you as the adrenaline fades.

Soarin’s stallionhood pulses a few more times, and some of his seed squirts out between your union with him. He lets out a harsh breath and slowly softens. Before long, his cock pops out of your abused hole and lets several large globs of cum run down your legs.

He slides off you, stepping clumsily to the clean side of the bed, but not before gently taking your neck scruff in his mouth and leading you along. It takes a moment thanks to your new limp.

Both you and Soarin collapse in a sweaty, panting pile. He gathers you in his forelegs and cuddles you close with a smile.

”Wow…” he says after a long pause.

“Wow.” you agree totally.

All is silent for a moment, then Soarin folds his ears back. “Hey, uh. Anon? Does this change things between us?”

You hum to yourself, struggling to stay awake. “Do you want things to change?”

”Well are we still friends, or…” again he trails off.

You think as he nuzzles his face into your mane. “We’ll always be friends. That’s for certain. And we don’t need to STOP being friends to be other things.”

He gulps, and from your spot against his chest, you can hear his heart rate pick-up. “I think… I think it’s time I let Spitfire go.”

You blink and look up at him. Soarin stares down at you with timid eyes. Timid eyes on the stallion who railed a limp into you. Strange thought.

”Anon? Tomorrow do you wanna…” he stops and sighs with a little smile. “This is so weird to ask my best bro.”

“It’s not weird unless you make it weird.”

”Yeah, yeah. Do you… want to go on a date with me tomorrow?”

Your eyes widen and your wings ruffle. “Soarin?”

”Like a real one. Out to dinner with just you and me,” he says, looking away and loosening his grip on you. “I know you’re still a guy, er, sometimes and that might take me some time to accept. But my curse of attaching too easy hit me again,” he says with a blush. “I wanna try and see if we can work. If not, thats ok-”

You stop him with a kiss, making his eyes and his wings try to unfurl.

“That sounds nice,” you say, letting his lips go with a small smile. “I’ve never dated a best friend or a stallion before, so It’ll be a learning experience for us both, right?

His smile lights up the room.

*Knock knock knock!*

Both you and Soarin look at the suite door.

”Excuse me, Mr. Soarin? Hotel management. We’ve been erm, noise complaints.”

You giggle as Soarin groans and stands.

Life just got more interesting.

"Mr. Soarin? If I might ask, where did your tall friend go?"

"Anonymous left to attend some business that suddenly arose, so it's just me checking out."

Heh. Yeah, you "attended" some "business" that suddenly "arose".

The hotel mare at the front desk looks at you, a question in her eyes.

Soarin's wing settles over your back, and you lean into him with a smile.

"Well, just me and my friend Mystique checking out."

He leans down to nuzzle you, and you gladly return it. The stallion can't help the giddy grin that forms on his face.

Mystique is so painfully on the nose, but if you're going to be hanging around Soarin as a mare, then you need to use your alias. Too many of the Wonderbolts and his friends already know Anonymous.

The mare working the counter does an admirable job keeping the envy off her face, but the subtle narrowing of her eyes and slight puffing of her chest tuft give her away. "Of course."

Soarin hoofs over the suite key, then while still holding you in his wing, turns and leads you out.

You look over the hotel lobby as you and he leave, taking in the polished marble floors, genuine art on the walls, and the huge fountain in the center, all without a speck of dust. Canterlot really is over the top.

"And they just handed over that room for free?"

Soarin laughs, a clear and joyful sound that warms you from the inside out. "Anything to get a positive review from a Wonderbolt I guess," he says. He chuckles again. "I can give them a name drop sometime since they probably had to throw out those bedsheets. I feel a little bad about that."

You snort and nose his neck. "That reminds me. Feel better Mr. Firehose? I swear I had a gallon leak out of me in the shower this morning."

Soarin's face burns red and his wings ruffle. "Y-yes. Much better," he says, then he leans down puts his muzzle to your ear. "All thanks to the beautiful mare who made a leap of faith and let me deflower her," he whispers.

Now it's your turn to blush, but before you can retort, Soarin's stomach suddenly growls like a wild animal making both you and he jump.

He lets out a sheepish laugh and spreads his wings. "Heheh. I guess drinks and no dinner can make a pony hungry. Wanna get breakfast? My treat."

You smile and spread your wings as well. "You act like I'd ever say no."

Soarin only needs a light flap from a standing position to get airborne, allowing him to rocket from the hotel front door, but you have to leap then flap to match him. It's not surprising considering you're much less aerodynamic.

You grin and fly abreast of Soarin, wingtips almost touching. The cool morning air flowing through your still slightly shower-damp fur feels divine, and the freedom of flight never gets old after a life on the ground. You look at the ground, feeling a thrill of fear, yet a laugh bubbles from your throat.

Soarin must notice your joy, because he smiles and says: "We'll have to stop by the Academy and do some partner flight courses sometime! They're a ton of fun!" He calls over the wind.

"Not sure I can match up to a Wonderbolt, Soar'!" You call back.

"It's fun when you're not racing a clock I mean!"

A clock probably held by Spitfire, you muse.

Soarin cries out in happiness as you and he fly over an outdoor cafe on the more modest side of town. He does a sudden nosedive that you struggle to emulate, mostly because your human side violently rebels at the thought of speeding towards the ground. With a groan, you instead flutter down gently.

A few ponies point and whisper at the celebrity waiting to be seated, and that whispering only jumps when you land next to him at the modest greeter desk.

"What took ya?" He ribs with a smirk.

"My monkey brain isn't fond of hurtling headfirst at the ground," you dryly quip. "Kinda makes those survival instincts lose their shit."

Soarin suddenly looks guilty. "O-Oh I uh... Didn't mean to do that to you. I'm sorry I can take it easy ne-"

You roll your eyes and cut the rambling stallion off with a chaste kiss.

A few gasps and more annoying whispering comes from the other diners, but Soarin seems to tune it out and melts into the kiss you give him. You and him separate with the quiet sound of smacking lips, and the goofball has a beaming smile and pink cheeks.

"Don't overthink it, stud. I'm fine with taking a little longer to land," you say, trying to ignore all the watchers.

He just smiles a little bigger and presses his nose to yours in a mutual boop.

A free unicorn waitress picks just then to walk up, a pair of menus held in her magic. "Good morning! How many today?" She asks, so chipper you're not sure if it's real or forced.

"Two please." Soarin returns her smile.

The peppy waitress leads you and Soarin back to a small table near the edge of the seating area and lays down menus on the table. Just as you and Soarin seat yourselves, she pulls out a pen and notebook on her magic. "Can I start you with drinks?"

You let Soarin go first, more preoccupied with gently sitting in a way that doesn't rub your sore marehood too much. Jeez. He really did a number on you...

"Prench vanilla please, with extra cream!"

"Just coffee for me. Black."

The waitress takes it all down with a smile. "I'll be back in a jiffy."

You snicker as she walks off. "Prench vanilla? Soarin you're adorable, you know that?"

He puffs out his cheeks and furrows his brows. "There's nothing wrong with it... I don't know how you drink straight coffee. Blech! My taste buds weep for yours."

You smirk. "I thought I was the one with the vagina here, baby."

Soarin goes pink, whether from embarrassment or indignation you're not sure. The pink fades and Soarin looks around nervously at the other diners.

They seem to have gotten over his presence and aren't paying attention, so he takes a breath and lowers his voice. "Ano- I mean, Mysty. Do you really want to be with me? Or did I somehow pressure you into this? Was I too forceful or maybe I didn't give you enough time? Or maybe you had too much to drink and-"

He's rambling again.

You reach a hoof across the table and gently cover his lips, making him stop and focus his emerald eyes on you.

"Soarin, you didn't force me into anything." You firmly tell him. "I'd be lying if I said I didn't fantasize about every so often about you. You're both my best friend and a gorgeous studmuffin, so I was going to work up the nerve to ask eventually. Though I was going to try and play this," you gesture to yourself, "as being separate from Anon. The booze last night just sped things up and made me honest."

You take your hoof away and the poor stallion just blinks, looking lost. "That was... blunt."

"I know when playing coy is cute and when it's irritating," you remark with a wave of your hoof. "I've been on both sides of the fence, remember?"

"We're not, you know, moving too fast?"

You shake your head and smile. "We've been best friends for months. We're already past the part where we feel each other out. Now we can actually have fun without worry."

He nods, his expression becoming thoughtful, then uncomfortable. He lays his ears back and bites his lip. "An-Mysty? Is this going to change anything between me and Anon? He's a great friend, but I'm not sure..."

'I'm not comfortable being intimate with a guy.' You know what he means. He probably put aside at least one hangup when you came into him as a mare, so you'll not force a single thing on him. "Foal steps, Soar. Foal steps. You'd never do anything anyone else finds uncomfortable, so I won't force anything on you."

He visibly calms.

The waitress takes that time to return, a pair of steaming mugs in her magic grip. She sets both down and pulls her notepad again. "What can I get the cute couple today?"

Soarin blushes a little, but you manage to suppress yours. "I'll have, uh..." He glances at the menu quickly. "The fruity flapjack stack, extra syrup please."

The unicorn nods and jots it down. "And for you hun?"

"Same for me, thanks."

She jots down the repeat order and takes the menus with a smile. "It'll be out ASAP!"

The waitress walks off and you shake your head. "I didn't know Valium existed here. I don't think I could be Good Morning America happy every day."

Soarin tilts his head. "What's Valium?"

"Don't worry about it."

The conversation moves away from heavy topics as you and he wait for your food.

"I don't think I ever asked, Mysty, but what do you do for work in Ponyville?"

You take a long sip of your coffee, enjoying the pep the caffeine gives you. It's definitely more noticeable as a small mare. "I'm a watchmaker apprentice under a stallion named Time Turner. Or Anon is. Fingers are pretty good at manipulating small parts and all."

"A watchmaker?" He asks, leaning to the side of the table to see your question mark emblazoned flank. "I don't think your cutie mark matches that, but okay."

"Humans don't get cutie marks, Soar. I just had to learn from scratch. In fact, I'm pretty sure my cutie mark is fake."

Soarin's fur stands on end and his spooked eyes widen. "What? How?"

"When I first transformed, it was there. I didn't have any great epiphany or do anything cool in one go. It was just... there." you say with a shrug.

Soarin shakes his head. "Humans are freaky."

You snort. "Coming from a pegasus who can fly faster than sound and drop lightning bolts on anyone below."

"You can do the lightning bolt thing too."

That makes you stop. You can manipulate clouds now, can't you?

"You're just now realizing that?" Soarin asks with a lopsided smile.

You scrunch your muzzle. "Quiet, you."

He snickers.

The waitress returns hastily, more than a few plates in her magic. She quickly sets your large stacks of fruit-filled pancakes before you and Soarin with a quick "Enjoy!" before darting off.

Soarin looks at his syrup slathered breakfast with wide, sparkling eyes and an eager grin. "Bone apple teat!"

"You mispronounced that on purpose."

He steadfastly ignores your accusation and digs into his breakfast with wild abandon.

You roll your eyes and bite into yours, taking care not to make a mess. Eating with a muzzle and no utensils is easier than it looks, but you still mess it up sometimes. The sweet, syrupy pancakes and fresh assortment of strawberries and blueberries under a layer of powdered sugar fills you with a delicious energy while mingling wonderfully in your mouth. This much sugar would have made you sick as a human after only a few bites, but ponies seemed to have no such weakness. You start to slow down after the 3rd of your 4 pancakes, and by now Soarin has polished off his plate without a single strand of fur out of place. He sits there with a content smile on his muzzle. The morning sun catches on his handsome face just right, casting gentle shadows that draw your eyes to his angular, masculine features. His half-lidded, beautiful emerald eyes turn to focus on you as he tilts his head adorably. Your heart thunders.

"Mystique?"

You blink when you realize you were staring. You look back down to your plate with a single pancake left, but you're full already. With a hoof, you slide your plate towards him. "Want to finish this for me?"

Soarin hums in appreciation. "Sure thing, but first, you've got a little on your lip."

You blink and touch your lower lip, groaning when your hoof comes back sticky with syrup. Great. You try to lap at it with your tongue, but you can't get at it and just look silly.

"Don't worry. I got it."

Soarin leans over the table and slowly, almost sensually runs his warm, flat tongue over your lips before throwing away all discretion and kissing you.

Your face warms and your eyes flutter shut.

He licks at your lips, so you open your mouth to meet his tongue with your own. You put up more of a fight this time, trying to wrangle his tongue into submission, but alas, he’s just a little too skilled and is obviously humoring you by going easy.

”U-um…”

You and Soarin both go wide-eyed and break apart, a thin glittering strand still connecting your muzzle to his. Beside the table is your waitress, who is blushing red up and down her face with your check held in her magic.

Other diners nearby quickly turn back around and pretend they weren’t watching, but the absence of chatter is telling.

”Oh, uh, sorry about the spectacle,” Soarin says with a weak chuckle, his ears laid back.

“And you were the one worried about moving quick?” You smirk.

Your stallion makes a flustered noise and reaches under his wing, producing his bit bag. With a practiced flick, he sends two 20 bit coins to the table, probably triple what the meals were worth.

”Food was great thanks keep the change!” he says, standing and taking you into his hooves in a flash. You barely have time to squeak before he shoots up into the air at a dizzying speed, carrying you along. Your human side nearly screams in panic as the ground vanishes.

Soarin levels out and gently drops both you and him on a cloud. You sink to your belly on the soft cloud as your legs are shaking too much. It takes you a moment to catch your breath and to ease the shakes in your body.

“S-Soarin?” you ask, turning to the stallion. “What was that?”

The stallion tries to lay down on his belly too, but trips and falls to his side. Before he can cover it, you see his throbbing erection. Did he pop that down in the cafe and panic? You feel your mouth water. Did you arouse him just with a deep kiss? Just the thought is sort of narcissistic, but pleasing at the same time.

“H-Huh, up here?… I’m still a little sore from last night, stud, so be gentle.”

You raise your rear, but Soarin is quick to put a hoof in your rump and gently press you back down to your belly.

He laughs nervously. “S-sorry, Mysty. I didn’t mean for that to happen. I haven’t had a marefriend in ages. I went from nothing to a mare like you in one day and I guess I’m a little too… eager.”

“A mare like me?”

”A mare that alicorns would look at and envy.”

Your face flushes beet red from the sweet compliment. “Laying it on a little thick there, stud.”

”I’m serious.”

Soarin nuzzles your face, a gesture you gladly return. “Did you not see all the stallions eyeballing you with dropped jaws in that cafe? Mysty, I don't think you realize how attractive you really are. You and Twilight Sparkle really hit a home run making your body.”

You frown slightly. “I dunno about that, Soar. You’re one of the few to openly compliment me, and I spend a decent amount of time as a mare.”

He lets out a short laugh. “I’m willing to bet most stallions think you’re so far out of their league that they don't even bother. Tartarus, you could probably walk into any modeling agency in Canterlot and be hired without saying a word.”

You take a moment to consider his words. You look nice, sure, but he has to be exaggerating.

He keeps going. “A-And that’s why my control slipped back there,” Soarin says, shifting to his belly now that his erection had softened and retreated into his sheath. “Mystique, you’re so...so alluring, captivating, tantalizing, whatever you wanna call it. You’re so close to perfect that it drives me wild. Just touching you makes my heart race.”

The red blush on your cheeks creeps along your muzzle as it grows. In your chest, warmth spreads from your heart outward. You pull away from the nuzzle to look at his red face and eyes glittering with desire. Oh God he really means it…

”I can’t believe how lucky I am that my best friend actually wanted to share, to give, this side of herself to me.”

You scoff, then mentally beat yourself up for how watery it came out.

“You talk about me underselling myself, then talk like you don’t deserve better than me.”

Soarin’s face is aghast.

“Don’t give me that face. These looks of mine are artificial. I’m the lucky one here since you’re humoring me.”

”You are not fake!” Soarin stands and yells, his face twisted with offense. He calms when you flinch, but his voice remains unyielding. “All the best looks in the world mean nothing if the pony or human inside is ugly. You’ve been nothing but amazing to me. You talk about how great I am when you’re the amazing one. You end up here, in another world ripped away from all that you know and love, but you stay kind, open-minded, and you seize every day! You NEVER asked me for money or favors or tried to ride my coattails or anything! You’ve been a real friend from day one and felt so strongly about me that you revealed one of your biggest secrets, then gave me your virginity right afterward JUST to cheer me up over being told off by another mare?! Are ANY of those things that someone who is ‘fake’ would do?”

You blink, stunned by the tirade.

Soarin drops back down to the cloud and smashes his lips to yours in a need-filled kiss.

Your brain reboots as swiftly as it can, and you reply to Soarin’s need as best you can, kissing back, but you end up overwhelmed and just submit to Soarin’s forceful loving.

He reluctantly breaks the liplock to gasp for air and immediately presses his snoot to yours. In his pupils, you see tiny hearts pulsing with faint thrums of pink magic.

You can't look away. You don’t want to look away. Your heart pounds in your chest and is like thunder in your ears. Your mouth smiles without any input from you.

He smiles a beautiful smile and laughs a few times. “Oh man. I wanted to try and be slow. What a mistake that was.”

You scoot closer and cuddle into his toned side, where he gladly lifts a wing and hugs you close. With warmth from his body is almost intoxicating and you’ve never felt safer.

He rests his head on yours with a content sigh.

You smile into his neck. “Well, you’ve made your point stud,” you say, feeling your smile turn into a wicked grin. “I guess I can’t tease you with a flash here and there if a bit of tongue is all it takes to make you pop a stiffy. I can’t have mares getting jealous that I get that beast whenever I want.”

Soarin somehow chokes on nothing.

END