Love Turns Shining Armor Upside Down

by AppleOfThineEye

Rating: mature
Tags: Shining Armor, Sex, My Little Pony: Friendship is Magic, Princess Cadance, Porn, Fetish
Length: 3003

Shining Armor reads a scroll from his sister, who wants to help him spice up his marriage. The contents change his life forever.

Despite believing his marriage to be fine and dandy, Shining Armor has received a scroll from his sister voicing her desire to help him spice it up with Cadance. Believing it to be nothing more than a body modification spell, Shining decides to try it, unleashing a sequence of changes that will leave him forever altered.

Contains: upside-down transformation, cock transformation, R63, body theft, auto-fellatio, and identity loss

Cowritten by superfun

Published 2023-03-15 22:00:01 UTC
Last updated 2023-03-15 22:00:01 UTC

The Spell

Shining Armor was in the bedroom, looking at a scroll that Twilight had sent him. She said this would spice up his marriage to Cadance, which confused him, since, as far as he could tell, their marriage was great as it was. But Twilight insisted that he at least try it out, and he figured that casting it once couldn't hurt.

Indeed, what was the worst that could happen? It seemed to be a simple body modification. He only really glanced over the spell. It looked standard, if a bit more verbose than it needed to be. Something about genital modification, which he was sure had made his sister hesitate to send the spell to him. He didn't expect much out of it, and he started to cast it without paying it much mind.

As he cast it, he wondered what kind of modification it would be. Considering the nature, he expected it to magically enlarge his cock and balls somehow, or make them more potent, or something along those lines. As he pondered, he felt a tingling on his crotch and he found himself leaning back a bit as it worked.

Indeed, the stallion's crotch began to tingle and slowly start to expand, mostly on his scepter. It wasn't like this was the first time he'd ever enlarged himself for his wife, but this time it felt somehow different. Maybe the spell was fertilizing his sack? He could feel the veins within them gently pulse. Oddly enough, though, the pendulous sack didn't seem to grow all that much.

His cock's extension seemed to stop eventually before increasing in thickness. As this happened, it seemed to start turning pink, which confused him. That didn't seem like it should happen. Despite this, the change somehow felt even better than it had already.

It did look rather girly, but he doubted his wife would care. She'd just be happy to see that he was ready to serve up something bigger, he thought to himself as the veins on his rod began to twitch and shudder, too. He couldn't help but bite his lip as it continued to grow. Unbeknownst to him, his head -- the one on his shoulders -- was starting to get a little smaller. Very subtle changes. Not enough for him to notice.

After a few seconds, the tip of his rod seemed to continue to expand, much larger than it seemed it should be possible, even with this spell. The increased weight forced him further onto his back. As this happened, he stared at his still-changing rod, getting more and more confused by what was happening.

The head was wide now. Very wide. Almost freakishly so, and it was still expanding, along with the rest of his cock -- but especially the head. And still, little change to his balls. If anything, they were shrinking. The stallion was weighted down to the mattress he sat on, forced to watch what was happening. He tried a quick reversal spell, but if anything, that only seemed to make his cock surge in growth. Meanwhile, his head continued to shrink -- but his preoccupation with his cock continued to keep his attention.

As the head continued to change, the base eventually reached the size that his other head used to be. Meanwhile, it continued to expand upward, the sides curving a little bit as it did until it looked about the size of how his other head used to. "Okay, something must be wrong with this spell or something," Shining muttered to himself as he watched it continue.

Too little too late, of course. As he was saying that, he finally noticed his hair creeping in at the sides of his vision. Was... was he getting smaller? No... no, just his HEAD was. What was going on..?

It wasn't long before his confusion was redoubled. In his urethra, which had grown immensely, he saw something starting to form in the darkness. Was that... a tongue?

Not just a tongue, but teeth as well surrounding it. And then, to triple the confusion, the sides went upward, clearly forming what had to be a mouth. His confusion was only quadrupled when it started speaking to him, in what was clearly his wife's voice.

"It's... okay..." the voice said to him, struggling with its first words before speaking more fluidly. "Don't be scared, Shiny. Everything's gonna be just fine," it promised as the cockhead began to round out. Shiny's balls were all but completely gone by now, and he could scarcely feel anything in his cock.

Of course, this only further confused him and he scrambled backward on his bed a bit as if that would help him get away. "What... what the hell is going on?!" he shouted, his voice sounding higher pitched now with his shrunken head.

As though reaching for something, his cock-head stretched forward. Wriggled slightly, with a mind of its own. And in moments, a muzzle was pressing forth from the cockflesh. The proto-head huffed its first breath into Shiny's face, which felt... oddly pleasant.

Even though this only further confused him at first, he then found himself leaning forward and giving his cock-head a kiss. As this happened, it seemed to further the transformation along.

In no time at all, it was a full muzzle. No longer cockflesh. And in kind, his mouth started to feel... sensitive. Good. Not long after, two eyes blinked open at him, looking very loving. The eyes of his wife. The muzzle breathed deeply into him.

As the eyes formed, Shining pulled away from the kiss, his head more like that of a small colt's. "What... what is actually happening right now?" he managed to ask. This time it wasn't out of confusion, but genuine curiosity.

The head, looking back at him, smiled almost curiously back. It looked down at either of its sides and smirked, before taking control of Shining's legs. It felt so... weird and foreign. It didn't hurt, but it was the most strange thing he'd ever felt -- especially when the hind legs audibly popped and... wait, why did they look like the front hooves of a pony..?

The gaze found his again, and the head replied, "Helping make our marriage better, sweetie. You can just relax from now on."

"H....how will this make the marriage better?" he asked, staring at the front hooves even as the pink continued to spread up his body.

Or rather, down. After all, it wasn't all his body anymore. Increasingly, it belonged to this pony he was attached to. The muzzle curved into a reassuring smile, and what used to be one of his hind legs, which was now being overcome with pink, reached forward to stroke his cheek. "Double the Cadance. Double the love," the other head said, sounding very patient and calm.

"I see..." in his now addled mind, that made perfect sense to him, watching as his current forehooves turned into hind hooves. At the same time, his mane started growing outward and curled, changing to match that of his wife's tail.

At the same time, his tail began to shift and curl to be much like Cadance's mane. As it was supposed to be. The head whipped its new head of hair, apparently satisfied, before she flexed her new hind legs, almost to tease the forming cock forming between them. She reached forward and stroked his cheek again, this time showing him how his fur was sliding away. "You'll be so beautiful by the time I'm done with you, baby," she promised.

"Heh, I thought I was already beautiful," he managed to say with a light chuckle, though it was getting harder for him to speak, his mouth feeling like it was gumming up. He wanted to hold onto what he was feeling for just a little longer.

Something drooped from his mouth. Was he drooling? No, no... it was... too salty. And gods, it smelled so good. HE smelled so good. Even the Cadance taking control of his body had to lean close to take a whiff of his forming musk. "You smell delicious, dear," she smirked, rubbing away the last of the white fur and watching as his horn subtly began to degrade. No getting out of this, now.

"Th...thanks..." he barely managed to say before his mouth sealed up permanently. As this happened, he felt the still-moist cavern start to fill up with what was clearly seed.

His lips merged with forming cockflesh and opened into a permanent O shape, which his wife leaned forward to kiss and tongue slightly, making sure he'd never say another word before she leaned back once more. "You're welcome, honey," she said, a bit of pre on the corner of her mouth as she smiled at Shiny's diminishing features. She could also see just above his head -- or below? -- that a sack was starting to form, emerging from the shaft his head was becoming. "You'll be done soon," she promised sweetly, tilting her head to one side. "Do you feel good?"

With his mouth closed, he could only nod, though it was hard to do so with how much the transformation had progressed. As his muzzle shrank into what was left of his head, Cadance's voice seemed to deepen a bit. This brought back some of the confusion he had been feeling earlier, though the bliss of the changes kept him from reacting much to it.

As the balls expanded, Cadance's vocal cords shifted inside her. She cleared her throat a couple of times, until he sounded just right, at which point he smirked down at the former stallion between his legs. "Much better," he said, half-teasing, half-lovingly as he reached forward to fold down one of Shiny's ears. And right afterward, she pushed what was left of his muzzle in. The last thing he ever smelled was his eternal musk.

Almost as soon as one ear was folded, the other sunk into the now-forming sack along with it. All that was left of the old him was just his eyes, allowing him to see Cadance's loving face. If he could still move his mouth, he'd smile in bliss as the transformation slowly finished its work.

"It's okay, baby," Cadance said in his now very-much-male voice. Shining could scarcely hear him, the voice muffled by cockflesh, but he -- or more accurately it -- managed. The new stallion leaned close, smiling at the pretty blue eyes soon to be sealed away. "You can close your eyes. I'll always be right here."

The eyes widened briefly before closing, Cadance's smiling face seared into his mind as his body finished changing. Now, there was no outward sign that he'd been anyone else but a male version of Cadance.

As the eyelids sealed shut with flesh and the flared head rounded out, the male Cadance sighed contentedly and held up her smile as she looked at the twitching length. So close to being perfect. But there was something wrong with it, now wasn't there?

After all, while his body was gone, Shining's mind was still there. And in order to be perfect, male Cadance had to fix that little detail. He knew just how to do that, taking his twitching rod into his hooves.

He began with slow, almost teasing strokes along Shining's brand-new phallic body. Along the veins and medial ring and flared head. And as he did, he positioned himself on his back, looking down at the spire of flesh. At Shining.

He could almost hear Shining moan in his mind at the initial teasing, the rod twitching a bit as if wanting him to go faster.

But just to tease the cock further, he began to stroke even slower. He pressed the sides of his hooves against the shaft a little harder but went slower nonetheless.

The mental moans seemed to gain a hint of frustration at this, the cock pulsing a bit.

"Oh, fine," Cadance chuckled, smacking his lips in amusement before he began to speed up his strokes. Sped them up quite a bit, in fact. Even faster than he was first expected to go. "Just because I love you so much..." he started with a smirk, manifesting a spell that made his balls glow, "I'll let you decide when you want to say goodbye."

This satisfied him, his moans getting louder as the cock twitched in happiness. For now, he was just basking in the pleasure he was feeling from being stroked.

"I bet it feels like heaven..." Cadance said between two pleasured groans, starting to use one hoof to rub the balls. Shining wouldn't cum until he wanted to, but even then, he could feel every single touch to all of his being. Cadance teased his hole, as though mocking his inability to respond. "You can't see, but you're already drooling, baby. It's so cute."

He couldn't help but let a little pre slip out, continuing to bask in the warmth of his touch. As good as the rubbing was getting, it just didn't feel like the right time to let go.

Cadance didn't hurry the former pony along. He let Shining have his -- its -- fun. The newly-formed pony slowly rolled onto his stomach and, still rubbing his balls with one hoof, began to gently fuck the top of the blanket. So fibrous and soft...

It pulsed a bit more, feeling the perfect opportunity almost approach. Just a little longer and he'd let himself release.

Cadance, for one, couldn't wait. So close to perfection. Just had to let Shiny lose himself. So he could love himself as he was always meant to be: a beautiful pink ponycock. Already he could see the color starting to spread over the flared head when he looked between his legs. He lifted his head and began to thrust with reckless abandon. He grunted with pleasure, almost slurring as he spoke. "Nng... I love you... I love you so, so much, my beautiful cock."

Even though he could no longer hear, he could feel the sentiment within her words. And hearing them was enough to send him over the edge. With one last huge pulse, he released his seed. And, as it poured out, his mind started to go with it.

"Ah! Yes, that's it!" Cadance groaned, humping the blanket as it was sullied by the ongoing onslaught of seed and thoughts. "Cum yourself away, honey!" the stallion encouraged, rubbing his balls harder, as though to squeeze Shining's mind right out of him.

With each pulse of seed, more and more of Shining's mind vanished, starting with his memories. Already, he'd forgotten everyone but his family, and even that was going to go soon after.

The next stream of cum wiped out his parents. His last thought of family was his sister. She was why he... it... was here. Experiencing the best orgasm of his life.

Even those thoughts soon vanished, leaving just the lingering gratefulness that he had felt toward her for her help.

His only memories, now, were those he spent with his wife and the moments of his transformation. Its transformation into something so beautiful, musky, and so nearly perfect.

The next thing to go was the name of his wife. It knew what she looked like and the time they spent together, but that's it.

And even this began to shift and merge in what remained of its brain. The stallion it envisioned warped and changed, growing more and more phallic. More and more like it was always supposed to be. Like it always WAS.

And soon, it had no memory that it was anything but a cock. And it couldn't be happier that way.

Cadance smiled as the orgasm began to slow, his moans starting to drag out with each spurt of seed. He could sense that the cock didn't remember the pony it used to be. But still, it was thinking. That just wouldn't do, would it?

He gave the phallus a few more rubs, intent on bringing out one last big squirt.

As he sped up his strokes, Cadance grinned and leaned forward before opening his mouth wide. He whispered to the cock. What remained of its conscious mind. "Go ahead, honey. Let go. You can trust me," he whispered, tongue lolling out, ready for the prize.

This was enough to send him over the edge, causing him to release his final orgasm as a conscious being.

Cadance's eyes rolled back in his head, feeling the tremendous feeling of shifting inside his cock as Shining's brain turned to cockflesh.

The orgasm lasted a few long blissful seconds as the last of his thoughts vanished.

Cadance felt a sweet taste roll over his tongue and in his cheeks, the last bits of consciousness ebbing away. And soon, all Cadance could taste was salt and musk. He gulped eagerly, panting contentedly as he looked down at his throbbing cock.

The cock softened and retreated into its sheath, now nothing more than a cock in both body and lack of mind.

Cadance smiled at this, watching as the drippy, mindless pink cock slid into its forever home. He patted his balls, as though to be sure all of Shining was gone before he sat back, looking at the streaks of cum on the blanket and chuckling. He leaned in close. "Can I trust you to lie there and dry up?" he asked with a teasing grin.

Naturally, there was no response of any kind from the seed. Though if it could reply, the response would have been a yes.

Cadance smiled and gave the seed a quick kiss. "Good boy," he praised quietly. Then he got off the bed, spent sack swaying as he walked towards the bedroom door. He spared a moment to look back as he turned the lights off. "Bye-bye, Shiny," he bid sweetly, stepping past the threshold of the door. He slowly closed it behind him, murmuring, "Sweet dreams~"