The Witch's Plaything

by hyreia

Rating: mature
Tags: Human, Sunset Shimmer, Narcotics, Second Person, Equestria Girls, Porn, Sex, Fetish
Length: 9650

The school bully Sunset Shimmer has picked you for her pony transformation experiment.

"You planned to have a quiet afternoon of studying with your little nerd friend. Unfortunately, he won't be meeting you. See, I'm more than just a school bully and I have a much more magical little equine plan for you."

Femdom, pony transformation, implied TGTF, petting, pegging and a bridle. Inspired from a conversation I had with Twisted Spectrum! Thank you, Scrub and Alsey, for the pre-reader feedback and corrections!

Published 2023-01-24 03:10:01 UTC
Last updated 2023-01-24 03:10:01 UTC

The Witch's Plaything

You come into the cafe after school as planned. It’s a little quieter here today. Perfect for studying with Wiz for the AP Biology exam coming up. You don’t see him yet, so you find a seat and settle in to wait. You take your bag off and start pulling your books out to set up. What you don’t realize is that even though it was your friend who had invited you, it was me who had set this up and who was waiting for you.

You’re unaware that I’m watching you from the corner, watching you like a predator on the hunt. After I’m done sizing you up, I make my move towards your table. You hear the sound of my boots approach and your posture goes rigid. From years of torment, you recognize it: danger. You whip around in your chair.

I grin at you. The flash of surprise and fear in your eyes tells me I picked out just the right prey.

“Sunset Shimmer?? What… what’re you doing here??” you ask.

I don’t answer you. Instead I step around the table and pull out the seat across from you. I take my place confidently. Instead of leaning back or crossing my arms I place my elbows on the table and lean towards you.

You shrink back, but not before I see your gaze flick to the cleavage of my low cut top, just for a second. Your eyes jump back up to my smirking eyes, knowing you stared. You can’t match my eyes boring into yours so you look away.

You’re mine.

“I’m your study buddy,” I explain with innocence not becoming of me. “AP Biology?”

Confused, your glance comes back towards me.

“What? But Wiz-”

“Wiz isn’t coming,” I cut you off, not out of anger but because what you have to say isn’t important. “I had him invite you here for me.” I point back at myself and lean back in my chair. My leather jacket slides off my bare shoulder just slightly.

You’re taking this all in. I stay quiet and let you make your move. You’re somewhat worried, somewhat annoyed and there’s just the barest hint of offended. You latch onto that last one.

“I-I’m not going to help you cheat,” you finally get out. You reach for your textbook to put it back into your bag.

My hand pounces yours.

You jump; you didn’t see me move.

“I’m not asking you to cheat. I don’t have all A’s because I cheat: it’s because I’m not afraid to ask for help… but I have a reputation to keep up.” Your hand is squeezed by mine. Cyan nails faintly scratch you. “Understand?”

You think you’re starting to understand the situation and relax some.

Oh, how wrong you are.

You try to pull your hand back.

I let you have it.

“...what’s in it for me?” you ask.

I arch back in a stretch to relax, as if the difficult part is over. Your gaze wandering again tells me sex is firmly planted in your mind. I pretend to not notice and think about it for a moment.

“I’ll stop harassing you and your little friends for a month.”

“Forget it.”

I probably would.

“And fifty bucks.”

You start to consider that. You’re not sold though: this is me, after all.

So, I sweeten the deal.

“Alright,” I agree. My eye contact matches yours and I don’t break from it as I reach into my bra to pull out the promised fifty dollars. I toss it onto your textbook and desecrate it. “Fifty bucks now and I’ll buy all the drinks and snacks for our little study session.” I nod towards the cafe’s counter. “My treat.”

You look at the offering of ‘boob money’ then back at me.

I give you the nicest smile so far and I can see your decision made now. You nerds are all the same: for you sex is scary but alluring. And, I’m the most terrifying girl at school.

“...well, okay,” you agree. “As long as we’re actually just studying.”

“We’re actually going to study,” I promise. Sweet, innocent you try to play it cool when you take the cash. You’re blushing though and staring at it.

You don’t notice my grin.

True to my word, for the next hour or so we do actually study. You think I was just hazing you when I got us both Salted Caramel Lattes by mistake. You do get an apology though and I try to play it off as a mistake. I keep my aggression down and talk to you like an equal trying to pass a biology test. About half an hour into our quality study time, my leather jacket comes off: obviously, signal transduction pathways get me hot.

At some point you get up to go to the bathroom and think nothing about leaving your drink alone with me. I had needed the off-salt taste of the lattes to cover what I do to it then.

You come back though, none the wiser. I keep you distracted about nerdy talks about gene expression and we even get to talking about recent scientific news and advances. You’re adorkably excited that I know what you’re talking about.

I have to admit: I know how to pick them. I can be nice when I want to be.

About another half hour into the studying you start to relax and forget I’m the school bully. and my words are gentler now that we’ve gotten to know each other. The way I idly play with my pen makes your sense of danger wane.

When it’s my turn to come back from the bathroom instead of sitting across from you, I sit down next to you. You seem a little flustered and shy but in a good way. This is going well, for the both of us.

I reach across the table, brushing arms with you, and grab my things to bring them in front of us. We brush shoulders as we get back to talking about biology.

You smile at something I say and I smirk back. Your eyes keep going south. To your merit, you’re under the influence and I did in fact push ‘the girls’ up in the bathroom.

I move my hand for my jacket pocket but intentionally miss: my hand finds its way onto your thigh. You squirm at the touch but don’t resist. Instead, you blush.

I smile coyly and remove it; like it was an accident.

You’re mine now.

“Hey, listen,” I start. “You’re actually pretty cool... I have some pretty good cider back at my place. You want to move this study session somewhere… softer?”

“Uuh,” you start and go to check the time. You’re stopped by my gentle hand on yours.

Obviously, I’m being nicer because you’re helping me. Obviously. Or judging by your flush, you know you might get lucky and I might ask for ‘more’.

“It’s like right around the corner. Please?” I plead and empower you: you think it’s your choice.

You should see the warning signs but you’re feeling good: I can see it in your dilated pupils and relaxed breathing.

“Y-yeah, okay.” You smile bashfully and I smile back. On my part, it is somewhat earnest.

We pack up quickly enough: papers into books, books into bags. Bags onto shoulders.

Then, I lure you back to my web.

The walk is a short one. Good thing too: you stumble but I catch your arm and you think nothing of it: only enjoying the contact.

Your arm is hooked on mine now. I place the other hand on yours for a moment to let you know: you can leave it.

Eventually though, I have to interrupt the hand holding when we get to my place.

“Sunset?” you ask. You look for something to lean against and find a street light. Your legs feel weak but your heart is soaring: you’re having a great day and trying not to ruin it.

I’m fishing my keys out but stop to look at you; still pretending to care.

You’re more flush than before.

“Sorry. I’m feeling… sleepy,” you decide.

GHB will do that to you.

“Lattes will do that to you,” I say out loud. “Very little coffee. All that cream and sugar,” I say. I give you a wink.

You fluster.

My door unlocks. I invite you in. While I kick off my boots you look around: couch and coffee table straight ahead in front of a TV, the tall windows letting in light behind it. My bathroom and ‘closet’ are across from it. There’s a microwave and mini fridge to the left of us and a computer beyond. You don’t know it yet but the bed is above us and there’s a room below too.

“Like the place?” I ask. I’m pretty proud of my little loft, honestly.

“Do you live alone?” you ask.

“I’m an emancipated minor,” I recite while I slip my jacket off. “Go setup on the couch. I’ll get the drinks.”

You think to follow my cue and take off your shoes but your balance just isn’t good right now. Too much sugar? Instead you head for the couch, tripping on an unfamiliar rug on the way a bit. You plop onto the couch and try to get your shoes off there.

“Hey, you don’t drink-drink, do you?” I ask casually from my mini fridge.

“Um. No, not really,” you say, trying to not sound uncool or uncomfortable.

“Regular cider it is then.” That was for the best: you’re already under a depressant and I had a different drink already picked out for you.

I grab the two cider bottles, one subtly marked, and make a show of popping both lids off with the edge of the counter. I come back to the couch and offer you yours.

Your shoes are finally off and you look relaxed and calm as you take it: it’s clear we’re not going to immediately get to studying.

I plop down right against you, my thigh rubbing against yours, and raise my bottle: “To biology.” I grin at you.

“Uh, to biology,” you agree and we clink in a toast.

We drink.

There’s no hiding how bitter and metallic yours is. I watch your face grimace. It burns all the way down. You gag and cough.

“Wow, Sunset,” you say, examining your bottle. It does say non-alcoholic. "I think it’s off.”

“Are you sure? Maybe it settled. Give it a little shake.”

You listen and do so: you’re quite gullible right now. You feel a warmth in your stomach and esophagus growing deeper and spreading. Your breath even quickens. You wonder if you’re drunk now. You know you should be panicking but you’re desperately still trying to play it cool.

While you question your internals, I see little white hairs already start to grow around your mouth. There's some color coming to your head hair too.

I gently run my fingers through your hair with a hand.

You look spooked to the touch, realizing ‘it’s’ happening. My smile tells you I’m going to ‘take care of you’.

“Try it again,” I encourage, nodding towards the bottle. You think it’s just alcohol now, somehow. You don’t want to disappoint me.

With my encouragement, you bring the bottle to your mouth again. You start to sip.

I grasp the bottle and hold it to your lips..

“Drink,” I command sternly.

You give the bitter, chemical concoction a few more confused gulps. You face puckers and you gag. Some fleeting message of self-preservation kicks in: POISON.

You struggle and choke then spit it from your mouth. Sticky, metallic cider runs down your chin. You try to smack the bottle away.

I pull it away first.

You cough. A warm fuzzy feeling fills your mouth and nose: botulism, you think. You think the feeling of your face elongating is just your face going numb: it’s not.

“What… what did you do?!” you ask. You try to scoot away from me on the couch. Your eyes cross as you spot the color growing on the new muzzle in your vision.

“What-” you start. You reach for your face.

My hand stops yours.

You’re panicking.

“This is the antidote!” I warn. I push the bottle back to your pseudo-muzzle. It doesn’t make any sense but it doesn’t have to: you drink more of it. You need to drink more. At least half should work. After a few gags you shake your head in resistance again and let it spill down your shirt.

“Ssssh,” I say. I let the glass bottle fall away.

You’re hyperventilating.

I pin your shaking arms and gently push myself on top of you. You struggle against me.

“Ssssh.” I repeat again. “It’s okay, sweetie.”

You feel your hair creeping down your face and neck, growing alarmingly fast. I genuinely smile at your ears elongating and moving up the side of your head.

You feel a strange muscle on the side of your head as your ears fold in fear. Then your confusion causes them to go rigid and they twist to stand straight up.

“What’s-happenin’??” you say as you struggle. Your speech is slurring: either the drugs still working or your tongue’s growing faster than your muzzle: your beautiful, pony muzzle.

I can’t take it anymore. I push my mouth against your fuzzy snout and lock lips with yours. My tongue probes into your mouth and finds your tongue: it’s so large and flat compared to mine. I’m already imagining putting it to good use.

You relax but I can still see the fear in your now brilliantly green eyes. Your fully fuzzy face is flushed and feverish from the heated changes happening to your body.

“What…. What did you do?” you beg for answers. Your pitiful voice is far away in your ears.

“Something wonderful.”

My fingers trace and tickle the fur creeping along your stomach. Your spine curls on its own as warming muscles stretch and shrink beneath your skin. Muscles are flexing and shaking, it feels like muscle is sliding along bone: the feeling of hair standing on the back of your neck is spreading across your skin. Your outsides are warm and fuzzy. Your insides are squirming, melting flesh.

Even deeper though, there’s a dull ache as it hits your skeletal structure. Your shrinking, aching clavicle is folding your shoulders towards your chest and stretching your back muscles. Your heavy limbs have a deep, throbbing ache to them. It’s like your body is falling asleep. You can’t move, just feeling your body parts move and shift on their own.

I desperately want to watch the process but you’re laying there in shock and I can’t get the shirt off over your chest. Unfortunately, I was getting horny and sloppy. My yanking draws your attention towards me and your free hand weakly tries to reach for me.

“Ah… aaah!” You scream and buck from what you see. You nearly throw me off your pinned legs. I follow the gaze of your large pony eyes… to your half-formed foreleg. The length of your arms has been shrinking but your hands are stretching like crazy to compensate. Your nails were collecting at the end of a single long, paddle-like appendage, a pseudo-hooved leg.

Right, losing your fingers is probably pretty alarming for a human.

Flight or fight kicks back in. You thrash and push and kick. As far as you can tell it’s just body horror. You don’t see the beauty yet.

You kick-punch me with your pseudo-hooves and I cover my face. You just manage to free your rear legs and kick me off of you. You squirm and push and manage to roll off the couch. You thud onto the rug.

You try to stand to run. You just trip and collapse. You can’t push off with your hands anymore: you have no palms, just more arms. Everything past each wrist has turned into a giant tube-shaped finger. Your pants no longer fit your shifting legs. You’re trapped in your clothes and on the floor.

My weight comes down on your back. You strain against baggy clothes while you try to drag and kick away with morphing appendages.

“No! Noooo~!” you scream. Your voice rises as your neck elogates from your barreling chest: like it’s trying to escape without your body. “Help! Heeelp!”

“Shut up!” I snarl. I rise and throw myself against you.

Your wind is knocked out. Thinking quickly, I take off my sock. I grab your wheezing muzzle and stuff it in.

My hand covers it. You reach for it, your hand uselessly bashes at mine, you can’t grasp my fingers or pull it away.

You snarl snot and hot air against my hand, trying to reject the sock taste from your mouth. You can’t. You scream into my hand.

With my free hand I grab the other sock: in it goes too! You look scared. You’re exhausting yourself. Your burning, trembling muscles fail you.

“Shhh. It’s okay,” I hush you. I try not to apply too much weight to your neck while I hug it but it’s the best anchor I got. I hold the socks in your mouth with the other.

“We need to get your clothes off,” I tell you gently. “You might tear them.”

You can tell I’m not lying: your shirt stretches oddly over your back and loose in the front. Your legs are packed into the thigh and seat of your pants and your feet dangle down into the lower half, stretched and thickened and ending in single, giant toes pulling your socks taut.

You want out of your clothes: you’re sweating and burning up. Especially your loins: you’ve never felt such a deep, sweaty arousal. You’re sticky, maybe it’s not even sweat. Your warmth is strongest there like it’s pulsing out through the rest of your strange body.

A tug down through your spine pushed something out through the very base of your spine. You feel damp, sweaty hair spilling across your widening muscular ass. You can tell something’s happening between your legs as well, your genitals feel strangely stretched, but you’re not sure what’s happening. You just feel squish, wet and overheating.

My once-warm fingers stroking your long face feel cool to the touch. You’re feverish. Everything feels so heavy now. You pathetically whimper.

I think the drugs are finishing their job.

I let your long, thick neck go and pet your elongated, light blue and purple mane.

“Good pony,” I praise you. You continue laying there, adorably pitiful but choke and whimper more: you’re crying.

“Hey now,” I say, carefully wiping the tears from your fuzzy cheek. “This is a happy occasion. We’re going to have so much fun.” I promise.

Looking at you, I can’t help it: I kiss your cheek. You’re so soft and adorable right now. Your jawline is still pretty weak, but you’re still transforming. I look over the rest of you.

Your hooves are coming in well now. I can’t help it: I feel your foreleg up, checking where the joints bend and seeing nothing seems to hurt you. I gently press on your thickening nail: still forming. I tickle your frog and you weakly pull it away.

My heart is racing: I’ve done it. I actually made a pony on Earth. It looks like you’re going to be an earth pony but that doesn’t matter, you’re still magical.

I need to take the rest of your clothes off, for science. I can’t imagine you’re comfortable crammed in them like that. I remove my weight from your back to do so.

You kick your legs weakly, but you have no energy to even get off the rug: you can’t escape now. You can’t even keep your big, beautiful eyes open, let alone lift your long, swan-like neck.

I slip one sock off one of your former feet then the other to check: your rear legs are fully formed now. You’re mostly complete then.

You’re so adorable I squeal a little.

It’s time to get you comfortable. You’ve just had a big change.

I go to remove your pants first. Your pants get unbuttoned without any help from you. I grab your pant legs and pull. They struggle over your meaty horse ass, complete with book cutie mark (you nerd), but soon they slide off your legs.

Your beautiful, but sweaty tail is spilled over the underwear, which was already bullied off your wide haunches and stuck between your legs, it’s all just barely covering your shame.

You feel violated as I grab the now exposed base of your spine, your tail, and lift.

You feel my excitement pause, still holding your tail and obviously looking under it. Then, a hand grabs the soaked underwear and pulls it down between your girthy thighs.

You feel my hand pull away and stop. You can feel me staring, silently, at your new genitals.

You begin drifting in and out, hoping this is a nightmare you’ll wake up from. Before the blackness swallows you, the last thing you hear is:

“...what? A mare?”

You start to drowsily come to. The first thing you’re aware of is just how strange your bed is. It’s very narrow and a little firm. It’s silky smooth and warm though. Your pillows are quite soft as well, even if they’re kind of small and equally warm.

Your body feels weird. You begin to stir but it’s met with a hand gently coming down to the back of your head to brush through your hair. You’re safe. You want to go back to bed.

You rub your head into one of your pillows and feel your bed giggle. The hand combs itself through your hair again.

You open your eyes and try to focus them again. You go to rub the corner of your eyes only for something large and hard on the end of your fingertip to hit your eye.

“What…” someone asks. You don’t recognize her voice. That’s what you were going to say though before she spoke for you. The person in bed with you?

More importantly, your hand brushed against something on your face. You rub your calloused(?) finger over your face: there’s a chin strap wrapped up and over your nose that leads back behind you. Why is your face protruding so much?

“Are you awake, sweetie?” another girl asks. You feel her voice resonate through your bed. You recognize this person though.

“...Sunset?” Your hearing must be off: you realize now the first girl speaking was your voice.

You try to sit up on your bed and orientate yourself towards the voice above you.

“Oof,” I say as you sit up on top of your bed: a lean, tan body that’s completely nude.

You were napping on me. You’re also nude but covered in white hair.

Your long neck perks all the way up as you drink me in: my exposed breasts you were using as pillows. My grinning face looking down at you. I stroke your hair again.

You immediately go red beneath your fuzzy face.

“I-I’m sorry!” You practically beg as you try to get away from me, to look away from me, anything. But as you pull away you feel the strap around your face yank you back to look me in the eye. You see now where the ends of the straps on your face go: to the leash wrapped around my forearm several times: I’m holding your reins. You’re wearing… a horse bridle.

“What? What’s happen-” you start but you start to realize what happened before you woke up here. You look at your limbs, wobbly stepping off my abdominal muscles and onto an old mattress: they’re clearly hooved legs now. You feel your face with your new appendage and I just look on smiling at you finding your own muzzle. Your ears fold, perk and shift in response to your confusion. You feel over your longer mane and find your adorable horsey ears higher up. “What is this? What did you do??” you ask me.

In response I give your reins a tug and you fumble back down on top of my naked form. “I turned you into my little pony.”

“How? Why? Please, change me back.” You’re trembling and on the verge of tears again.

“Ssssh,” I shush and stroke your face with my free hand. “You’ll change back.” You relax, but only some. You’re still concerned, after all.

“How did you do this? W-Why??” You squirm. I can still see you blushing, even underneath your coat.

“Because…” I just smile and give your face a few longer, sensual strokes along the side of your fuzzy jaw. My fingers find your muzzle and gently scritch the top. You feel almost like sneezing before I stop. A finger traces over your bridle then trails past your nose to your mouth. I finger your thick, horsey lips before I pull you forward by the reins so your lips meet mine. I kiss you and gently tongue your lip. “...I really miss ponies.”

You’re blushing like crazy. Nerdy-You has never been given this much physical affection before. You don’t know pony body language like I do: I see from how your tail moves to your side and your back legs squirm that you’re aroused. You also seem confused by all the subconscious signaling your body is doing.

“P-ponies?” you finally ask, pulling me away from drinking in your heavy flanks more.

“Ponies,” I repeat. I slide down a bit so that I can wrap my bare legs around your flanks. You feel them cross over your back: my feet rest on your rear near the base of your tail. You’re trapped. I am your captor and your cage.

You don’t struggle, you don’t fight it: you know who’s in control now and accept it: nerd or herd instincts, you fall in line.

I hold your gaze in mine. “I’m a unicorn pony from a magical world. That’s how I turned you into a pony: magic. I needed a good test subject for my pony transformation spell. It took forever to collect and cast it here. Especially without my horn.” For emphasis I poke you on your forehead with my free hand where mine would be.

Finally given some kind of explanation, absurd yet evident, your posture relaxes slightly while you try to process all that.

I let you and just stroke your mane all the way up your head and down your neck while I watch the cogs in your head turn.

“...y-you’re a witch,” you finally decide. “You’re going to be in so much trouble: people are going to figure out you kidnapped me. You’ll never get away with this.”

I don’t look the least concerned. My warm chuckle confuses you but the scritches behind your ear melts your posture some more. I’m still smiling at you, almost drunk as I soak you in: you’re just so pretty.

“Sorry, your voice really suits you,” I compliment.

Your eyes look so big and pitiful, realizing you really do sound that soft and cute to me too. “After you change back I’m letting you go but you’re not going to tell anyone.” I say it not as a threat, but as a promise. My legs on your back shift, my body caged around you. I can feel the muscles in your thighs quiver: your prey instincts are telling you a predator has you, that you need to run, but you secretly don’t want to.

“W-why wouldn’t I tell?”

I let the heel of my foot caress your meaty rump. Your breath hitches. I can’t wait to use my human hands to grope a proper pony ass.

“Because you’re going to enjoy this and want to do it again and again…” I say before gently pulling your lips closer to mine by your bridle. Like a good pony, you part your lips just slightly this time for mine.

We kiss.

My tongue teases the inside of your mouth.

Your breath catches. You’re so cute and helpless.

Your breathing on my face grows heavy and I see your enormous eyes dilate. I know you enjoyed that. “...and I’ll oblige you.”

I can smell your lust and you can feel it. I see the arousal fighting with confusion on your face: your body knows what it wants but you don’t understand it yet.

“Wh-why does it feel so funny?” you whimper. Your tail tucks between your legs.

I already know what you mean and know you already know the answer.

“You were supposed to be a stallion. I guess I put too much of myself into the spell… you’re a mare; a female pony, and probably in heat because of the mix-up,” I tell you while I caress your cheek and jawline to admire the soft angles.

Your pitiful whimper acknowledges this. Those big, sad eyes and adorable pout make me want to protect you. You were such a soft human, it suits you. Now that you’re a pony you’re actually attractive to me too.

I’m aroused too: your gentle, helpless demeanor gives me such an ego stroke. I want to ‘take the reins’ and please you in a way that pleasures me too. You were supposed to be a stallion but I’m not that picky. I’m still going to ride you. I’ll just have to do you the way I did Flash.

I find the spot behind your ears again and scritch, the spot that relaxes and tingles your scalp and makes your ears slack. I know exactly what you like. It’s so easy: after all, I was the base for the transmutation spell.

I gently pull your bridle and bring your ear down to my mouth.

“Let me take care of you,” my whisper tickles your flickering, burning ear.

I feel the weight of your fuzzy legs relax on my torso: you submit with a needy look of arousal and curiosity. You crumple like the horny, weak nerd you are.

This is going to be so much fun.

I unwrap myself around your body and sit up. You slide off in front of me onto your stomach. You don’t know where to look: you look at my tan, naked body as much as your fuzzy, foreign one.

I have eyes just for you though.

My hand travels down your side. My other hand with your reins guides your gaze back to where my first is going: past your ribs and over your ‘book mark’.

I give your meaty thighs and ass a solid grope. You’re so thick and strong there: it’s like you were made to be mounted.

And yet, you watch as my hand slips across your cheek and finds its way to meaty, foreign lips: your lips. I caress one finger down the side to test the waters.

A heavy snort escapes your throat.

“Oh, you like that, girl?” I ask you.

You would protest, but my finger is tracing sensitive folds and you just want me to keep touching you, just like that.

You feel those lips yourself as an angrily engorged spot of your genitalia slips past and back for just a moment.

I’m visibly intrigued but all but ignore it as I trace the lips near where you ‘poked’ out. You feel my fingers spreading a warm wetness along your silky entrance.

“Looks like somepony is in heat.”

I oblige you slightly as you feel fingertips start to invade your wettening slit.

You whine but it’s more of a moan by the time it hits your ears. You try to look away but I pull you back to me. All you can do is avoid my eye contact. You watch when I’m not looking at you.

You feel those fingers probing your smooth insides, then trace along a spot that makes your leg flinch on their way out.

“Cute,” I tease. “Hey, look.”

Reflexively you do: you see my fingers, shimmering in your fluids, slip in my mouth and I make a show of tasting them. You’re delicious.

“Yup. You taste like a mare.”

You look away, unable to process my commentary or how much I’m enjoying it. You’re squirming and I could just eat you up. You tense as my fingers go back for seconds, your tail batting my hand.

“Sssh,” I softly hush. “Easy, easy. Just relax.”

Nothing else to do, you do relax.

This time I give the side of your slit closer to your belly more stroking, fingering. Your heavy breathing is all the encouragement I need. I even give the spot just outside a few good caresses.

That elicits a mewl out of you. You can feel your body drooling over my fingers.

“Good girl,” I praise your body’s reaction.

My hand slips away again. You look this time without prompting. You see my fingers glazed with a wetness that you put there. I sniff approvingly but then catch you watching me.

“Curious?” I tease and offer the hand shimmering with your fluids.

You recoil but I give your reins another wrap around my arm and pull your head towards the wet fingers.

I press my fingers between your upper lip and your nostrils. You can’t not inhale your own smell. It’s nothing like you’re familiar with. There’s a definite foreignness to it.

I see your nostrils dilate and your upper lip lift: sure signs of interest. It’s a good kind of different to you.

“Lick it,” I encourage your curiosity.

Your tongue tentatively comes out and I practically smear my fingers on your big horsey tongue and fill your tastebuds with the warm, earthy hormones from your horse vagina.

You’re not disgusted. If anything, the act seems to have aroused you more: your tail and ears perk up.

“See? You’re delicious.”

You don’t protest so I take it as an agreement. I give your reins a bit more slack as I slide back towards your backside.

You lift your tail. This time as voluntary as it is reflexively: you want more.

I grin up at you. “I said I’d take care of you.”

My hands squeeze around your thick thighs before you see my head disappear under your tail. There’s no time to guess I’m doing anything else: I take one long lick up your lips.

“Aa-aah!” your whole body perks up. Your genitalia even clinches and throbs.

“My needy little horse,” I comment before going in for another lick. Much like with your muzzle prior, my tongue probes your insides.

I can feel the tension as I get more aggressive with my licks. I get my whole ‘muzzle’ in there and lick firm and quick. I intentionally moan into you as I suck and lick.

“Mmnnn~”

Your mewling, tender little moans are music to my ears. If I had a free hand I’d touch myself. Instead, I take it out on you.

I refind that needy little clit of yours and get aggressive with it: I think you can take some harder licking and sucking.

You must’ve buried your head into the mattress because I hear a muffled “Oh! Oh my god!” escape you.

I feel your thighs shaking under my hands. The way your hindlegs flinch and your whole body squirms tells me I’m going just hard enough.

Encouraged, I keep my pace. “Eating” is an appropriate word for it and I’m a messy eater. I palm your ‘plot’ and violently grope you as I practically devour you. I don’t come up for air, I just breathe in your strong musk and strangely hay-like scent and knead your ass.

How do you smell and taste so perfect?

I audibly slurp and aggressively pant into you as I lap and suckle more.

Your breath is fast and shallow from all the muffled moans and whinnies. I’m practically getting off from your sounds alone: oh do I miss these sounds.

I can feel the tension brewing inside of you: you’re winking and wettening my face like crazy. Your body wants more. I don’t know, or care, if you liked boys, girls or neither when you were human but I can’t help but imagine how good you’d make a stallion feel from the convulsions happening against my face. Your sex is just so aggressive it’s making me want to get aggressive with you.

I stop palming and kneading your ass and slip my hands around your hindleg. There’s one more spot I want to play with before I get out my toy: your teats.

Delicately, like feathers, I fingers your relocated nipples and the adorable little mounds they rest on. Your tiny, perky little breasts tucked away for private times. The smooth circles I make around and over your sensitive nipples sends your voice up an octave. You keep drooling and winking on me and I reciprocate with aggressive licking and tonguing: you definitely like the nipple play. Maybe it makes you feel like a proper mare.

I’ll remember that for later.

“Sunset, I don’t…” your body is tensing and shaking. You’re practically curled over yourself and pulling at your bridle.

“Mmm?” I moan into your convulsing sex. I don’t stop my sloppy slurping and lip spreading: you’re close and I’m not going to rob you of that.

You don’t finish your sentence. Maybe you tried too, but your groin stole your ability to speak: instead you just moan and snort and start pressing your vagina against my face. I can feel the instinctual push back of an imaginary stallion your evolution thinks is pleasing you. Whatever hesitation you had leaves you.

You soak my chin in a fresh flood of mare juices and I accidentally inhale. Your clitoral winking is throbbing like crazy and I aggressively press back rhythmically: trying to help you ride out the high you’re reaching. You moan and whimper and I feel the shiver crawl up your spine and make your horsey ears shiver.

Beautiful, shameful, powerful, helpless: you orgasm all over my face.

Still pushing against my face and winking in my mouth, I continue frenching your sex like a wild animal as you ride out the end of this orgasm: your whinnies and moans sound painful, embarrassed and desperate.

“Good girl,” I praise and pat your heavy thighs. “Your first horsegasm.”

I stop the aggression and pressing and let up on the licking gradually: I want to be sure we wring every bit of pleasure out of this high. When I finally do your wobbly little pony body practically falls over.

I sit up to stroke your heavily breathing middle and inspect your face. You closed your eyes at some point but eventually you open them and look up at me.

I smile down at you then come down to hold and pet you.

You needily cling to me and I hold you and stroke the back of your head and back. If the room didn’t smell like your sex already, you could smell ‘yourself’ on my breath.

“Well, my little pony,” I coo into your ear, “I hope you’re ready for round two. I got something even better.”

“...better?” your adorable little voice asks. I feel so protective of you and that’s appropriate: you’re my responsibility while you’re like this. I want to take good care of you.

I comb my fingers over the mane between your ears and gently nuzzle your muzzle with my face. Feeling the example you reciprocate and it takes every bit of my senses to not kiss you then.

It would mean too much in the moment though: I’m just using you. With your forelegs against my breasts and your muzzle against my face as I stroke your head it takes me several minutes to remember I was asked a question.

My inner thigh grazes yours.

“I can be your ‘stallion’…” I propose cryptically.

I see from how your eyes dilate and your ears fold that you’re intrigued.

“...what does that mean?” your sweet little voice cadences so naturally it sounds like you were born with it.

You drink me up and eye my naked breasts, apparently imagining something striking and masculine in its place. For your male gaze I grope a feel of your own sensitive little teats and you let out a little cry: I have to keep you in your place.

You squirm and whine at the ticklish sensitivity and passively try to push my hand. You don’t resist hard though, so I relent since you’re behaving.

“It means you’ll make me feel good and I’ll make you feel like a mare,” I promise.

Your flushed face looks at me, trying to figure out what I mean. I can tell you’re curious though and I’m not going to make you beg for it. Especially since I want it more.

Slowly, I unwind the reins of your bridle around my wrist until the end is just held by my fingers.

“I left it upstairs. It’ll be too hard to teach you how to walk just yet so just relax,” I say as I stroke your calming barrel. You see me lift the reins and drop them over the valve of the old water heater next to us.

“Stay,” I command. Then I stand up and over you. You can see the dim light reflect in my own fluids running down my leg. I almost came from your sweet noise alone, but I’m still so horny it hurts.

You just lay on the mattress and watch me eagerly bounce up the stairs and back up to the main floor. I leave the door at the top open in my hurry. It’s still light outside but the sun is setting.

You look around at the basement full of musky storage and strange bottles and beakers. Weird minerals in weird handmade devices. There’s a white board with a foreign language on it. This is where the ‘witchcraft’ was done, you realize. Where the ‘potion’ that transformed you.

You look at your hoof then your eyes follow up your reins to where they’re just resting on top of the valve. It would be so easy to just lift it up and over. You were told the transformation will end up at some point. The door to the basement is open: you could make a run for it. You wouldn’t even have to escape: you could scream for help. Someone might hear you. All you have to do is try to escape: freedom is right there.

You look back at your long, elegant forelegs. You lick your lips and can taste yourself again. You feel your new, foreign sex throb in anticipation for what I might have in store for you.

And yet you keep laying there, like a ‘good girl’.

It was only a minute but you start to hear my bare feet draw close and then ‘trot’ down the steps back to you. You watch me come down. My lean, naked form outlined from the light from above. I was practically a wet dream for you, maybe I even was a few times. And now I had you and you were all mine.

And you saw the long, white thing I have in my hand

“I’m back. Had to wash it,” I say as I hold it up and strut back over to you. “This is Flare.”

Your tail tucks beneath you as you eyeball ‘Flare’.

“Is-is that…” your adorable voice can’t say the words: they’re too naughty.

“A horsecock dildo? Yes,” I finish for you. I sit down on my knees. In my free hand I pick your reins back up and gently one-handedly wrap it back around my wrist.

“Here, get a look at him,” I say as I present ‘him’ to your face so you can see him up close.

A flat, ridged head. A ring around the middle. It looks heavy but soft from the way it gently hangs from its own weight. It’s nearly the length of my forearm and gets wider as it goes towards the base. You see just past the shaft there’s a large ‘bulb’ on top.

“This end goes in me,” I explain as I point towards the ‘bulb’. “And the shaft…” I point the head at your muzzle. “...goes in you.”

Your eyes go wide and your ears fold as you shake your head. You try to scoot away like I anticipated but your bridle locks you in front of me.

“No, no! That’s-that’s huge!” you panic.

“Sweetie, this is average for a stallion,” I assure you. I look at it again. “Well, okay, on the large end of the bell curve, but you can take this just fine.”

“I-I don’t. I-” you start to sputter. I mostly ignore it, letting you get the doubts out of your system. You were going to believe soon enough.

You watch as I spread my legs just a bit to show my neglected human parts and slip my end inside of me. My vagina holds it. It was a bit heavy at first for me to use, but all the practice on my ex strengthened my pelvic muscles like crazy. Now it was no problem.

I present it to you again, hanging freely from my vagina, giving me a good facsimile of a stallion’s penis.

I gently scritch you behind the ear and give you some positive reinforcement as I test its hold with a wobble from side-to-side. You relax a bit.

“See? It’s okay. It’s on me,” I reassure you. “You’re going to be my mare and I’m going to be your stallion.”

“I don’t- I haven’t- ever, um,” you look away and I just keep stroking you gently behind the ears. You eye my ‘cock’ curiously.

I start to see the ‘hunger’ return to your eyes. I gently tug your bridle and you look up at me, past the giant ‘toy’, past my breasts, and make eye contact with me with those big, beautiful green eyes.

“I’ll make it special,” I promise as I stroke you under your chin. This experiment was just to test the pony transformation, but now that I know all of you seems to work, I’m literally just using you to masturbate now.

Your eyes look hopeful and I smile genuinely at your soft, fuzzy face. I do feel like I care about you now though. You’re becoming less ‘prey’, less of a ‘plaything’, and more of a mare in my ‘herd’ in my eyes.

Instincts are funny like that.

I slacken your reins a bit and let my free hand trace over your face, down your mane and to your neck. I give it a few rough finger probes. Your head lowers on instinct as you try to relax: you’re trusting me.

I gently step down your body on my knees, trying not to drop ‘Flare’. My free hand traces down your withers. I knead the small of your back gently with my palm and keep tracing down, down until the natural dip in your back raises up again towards your rear.

“Relax,” I assure you. Your head’s resting on the mattress but your breaths are heavy. My hand finds the side of your barrel and I trace my hand down it, like an interested muzzle.

Your tail lifts.

My hand traces your heavy, soft thighs. Just under the cutie mark I lightly squeeze and graze you with my nails. Your breath grows shallow. Some part of your mind tells you I am very interested in you.

Your tail flags to the far side. Now closer to your rear again, I can see the glistening wetness you left on your tail and all down your backside.

“Horny, horny, mare,” I tease you. I line up myself with your rear as my hand grope your thigh and ass the way only a human can do.

“It’s time to break you in properly,” I explain as I put my weight onto your back and rise a bit off my knees. Your tail flicks again, trying to be sure it’s out of the way. I hesitate only for a bit at your soaked entrance to run my fingers down your back and appreciate your soft warm coat.

You don’t have to say anything, I don’t think you can speak right now, but your body language says it all when you wink at me and expose that sensitive clitoris to me.

Oh, I’m going to ‘break you in’ alright.

I give your reins a soft tug and one more wrap around my wrist so that your head is off the mattress: no hiding from me.

I gently pinch your haunch one more time and then line myself up and push the flare in.

It spreads your lips and a moan escapes you: it’s not supposed to be flared already as it goes in but you’re going to want to feel it once it’s inside.

You feel more of my weight on top of you so that I can scoot forward and push more of my horsecock inside. You feel it creep inside, piercing you, the head pushing back against your walls. The very walls that are wrapped around the shaft behind it.

Your snort rolls in your throat like a whinny as you feel your entrance being spread more and more as I penetrate you deeper. Until finally you feel something suddenly thicker against your lips. It’s like another ‘flare’, like there’s another whole cock behind this one: the medial ring nudges your lips.

I’m practically laying over your ass and back now, applying a gentle weight. You don’t even have to support me: you’re on your stomach, your legs folded under you. I stay like that, inside of you, spreading you, so you can get used to it.

You rock ‘my shaft’. and we moan together in harmony: you winked onto ‘my’ shaft.

“Feels good, doesn’t it?” I stroke your barrel. I can feel the tension in your torso, you almost feel agitated. You wink onto my dick: you want more. Your body language is driving me crazy.

You feel my weight shift on your back again. I slowly pull my shaft back out, you feel the flare rolling over your insides. I feel your insides strengthen on me. Even if I wanted to pull the flare out, you’re not going to let me.

I push it back in, all the way to the medial ring: the shaft wringing your insides the other way now. I slowly pull back again, pulling the flare and wide shaft through your warm, wet insides before plunging back in again. You wink again, trying to wring my silicone cock for cum. My end is grinding and rubbing my own insides.

For all of that strength and power in your smooth, inner muscles, it’s all designed to do one thing: pull horsecock in and make it cum.

“Good girl,” I praise you before tugging your reins back. You clinch. “Now let’s see how deep you are.”

I pull the shaft back over your sensitive lips again, all the way back, until my flare is just behind your inner lips again. Then I spread your walls again with my flare and fat shaft. This time you feel the medial ring brushing your lips and then push past them. My shaft gets fatter, you can feel the flare and medial ring now double-teaming your insides. The flare pushes even deeper down, deeper than you thought was possible. I’m splitting you in half!

You reflexively squeeze down onto my wide cock but all that does is make you feel more of it and pleasure my own insides. The flare and medial ring wring your tightening muscle more on the way back out. You feel the medial ring escape.

I grunt as you wink, your insides practically throttling my horsecock in half. You’re not trying to get me out: your body doesn’t want me to leave.

I tug your reins again and a high-pitched whinny rolls out your throat. Satisfied, I plow through you again. My shaft pushing through your wet muscle, stroking your insides in a deep, satisfying way you couldn’t ever imagine. The medial ring and base spread you again in a way that makes you feel like you’re going to split.

I draw my shaft back out past your claustrophobic walls again before penetrating into your depths again. You can feel so much wet, raw power to your little pony body as my flare and thick shaft slides through it all. The way you throttle and pulse on my dildo rings through my own sex: letting me know just how strong you are and just how much you’re enjoying it.

For all your power and strength though, I am still in control. The reins I tug again to hitch your head back a reminder of that. You wink again on me and stir my insides.

“Good girl! Just like that! Push back!” I praise you before pistoning inside of you again. You tug at your reins and I tug you back. I piston all the way back out then plunge back inside.

Your insides feel fluid, like you’re made of melting wax, forming around my horsecock. I’m fucking you and you can feel the ‘hole’ inside of you as my stallionhood leaves. A second too long before I hump you and the cock splitting, massaging and tickling your insides refills that hole inside of you. You don’t feel complete without me inside of you now: but my cock is stirring you like crazy. There’s practically a storm in the depths of your pelvis as there is in mine.

I start humping you harder, faster, trying to ride my own storm as I add more chaos to your own.

Your snorting, whinnying mess of words spilling from your mouth matching your nethers. I grip your sides, I pull your reins and I hump you like I’m trying to actually impregnate you. You’re wanting it too: you want to feel your stallion throb and flood your insides with sticky foal batter. The weight on your back, the hands kneading your thighs, and the mass of cock plowing through you, turning you into a proper little horsemom with a foal. Your identity and life takes a backseat to the fantasy your nethers are playing in your head.

I’m practically laying on top of you now, humping you as hard and as fast as I can, the meaty thwack of your sex onto my silicone. I’m working my own muscles to a sore, sweaty mess. My basement smells like both of us. At that moment, I remember something: I give your reins two loops of slack.

Still humping and grinding like a wild stallion, my hands slip into your inner thighs and roughly grab your teats. There’s no finesse or care, I’m fucking you too fast and too hard for that. Instead I just grope and pinch you, using your teats as a handle to grip as I continue riding you.

My hands violate your mare breasts the same way my cock slamming through you violates your insides. With your reins pulled back and my weight on top of you it’s only abundantly clear: I am fully in charge and you are my prey, my experiment, my plaything, my mare.

You clinch the hardest yet, your vulvar winking going crazy on ‘me’, tossing and shaking my insides like crazy. I recognize this erratic convulsing: you’re orgasming for me. Knowing you're getting off is all I need. My own erratic, sweaty, exhausted humping brings me to climax too. My own orgamic bliss is drowned out by your sweet, beautiful horse noises.

I try to keep humping and riding you but all of my own clinching dripping sex is finally worn too and I do the one thing left I want to do: I just collapse on top of you and wrap my arms around you.

Heavy, rapid breaths of a good exercise fill the basement like our smell does. Sweet hay, sweet music, the feeling of bliss hazing my own head.

I feel my end of the tool ‘fall out’ of me: my instrument of sexual domination dropped.

You feel my naked breasts and thighs wrap around you as I pull myself up and nuzzle and kiss your neck.

“Good mare,” I say between gulps of air. “...-good mare.”

I slide off of you, wobbling and exhausted to retrieve my lost appendage still halfway inside of you. I gently pull it out, the entire shaft soaked and burning up from stirring your insides. I admire my handiwork before setting it aside.

I retrieve the slack in my reins and your head is pulled away from the other side of you, still hiding shyly like the cute little mare you are. You look up at me, a beautiful glow to your face.

Too wordless still from exhaustion, I just admire the earnest but bashful smile of yours that my own gets. I gently brush the top of your muzzle just below your bridle.

“Who’s your stallion?” I ask you teasingly.

“Y-you are,” you answer, correctly.

“That’s right,” I say as I scritch your soft jawline as a reward. “We got another eight hours or so left. Next week I’ll see if I can make it longer.”

Next week.

You already knew you were coming back.

You didn’t know how long you were going to ‘study with me’, but you were already looking forward to doing this for a long time. Like I had said, you weren’t going to tell anyone. We had a special relationship now: I was your stallion.

And you were my mare.

Author's Note

I hoped you like it as much as I liked writing it!