Captain's Orders

by Spark of Inspiration

Rating: mature
Tags: Romance
Length: 5285

While training new members of the Wonderbolts, Soarin, Spitfire, and the five rookies find themselves on the recieving end of a strange spell. When tensions rise and emotions get out of hoof, there's only one thing that can relieve their stress.

With five new rookies, Soarin and Spitfire know that training won't be anything even close to easy. But how can they hold a raucous group of young pegasi down when a spell ends up engulfing all of Canterlot, including the training grounds?

With tensions high from the gender-based effects of the spell, Spitfire grudgingly orders that team members are to create groups and relieve their stresses in whichever way seems fit.

(Prequel to Father Mare)

Warning: Some chapters may contain S&M and other fetishes.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-09-08 23:40:05 UTC

Change of Plans

Soarin hated this part of the day with a passion that was completely unexplainable. Still, it had to be done, and if it wasn't, nopony was happy for the rest of the week to come.

"Rise and shine, newbies!" he belted, letting his voice penetrate the half-asleep thoughts of the other five new Wonderbolt recruits in the room. "You've got a long day ahead of you!"

A few muffled groans greeted him, along with a pale green hoof that appeared from under one of the thin sheets covering the bed just off to his right. Eventually, the hoof that slipped out before revealed a very tired looking pegasus stallion with a bad case of bed-mane.

With an audible humph, Soarin turned to the first recruit of the morning. "You, what's your name again?"

"Aileron, sir," the stallion stated plainly, a hint of tiredness still hidden in his voice.

Soarin couldn't help but give a vague smile at what he was sure Spitfire had told them was protocol. "I like you, newbie. But there's one thing you'll need to learn pretty quickly."

"What, sir?"

"Save that title for the Captain."

"In that case, what do I call you, s-"

Soarin held his hoof up to Aileron's mouth and shushed him before he could say 'sir' again. "You can refer to me as... um... Just call me that until I can think of something witty, okay?"

"Yush sher," Aileron squeezed out from around Soarin's hoof, before the second-in-command removed it. "What about the rest of them, if you don't mind me asking?"

"The first time should be enough," Soarin explained, leaving more questions than answers in the rookie's mind. "When the Captain comes in and wakes them her special way, they won't resist getting up anymore."

As if a wire had just been tripped in her mind, the mare at the other end of the same row pushed herself up, struggling to get out of the knot she'd made with herself and the sheet during the night. "Cross Current reporting for training, sir," she bluntly stated, still struggling with the sheet tightly wrapped around her. By the time she'd finished introducing herself, she'd managed to get her front hooves out of the tangle of sheet and pony.

"Relax, rookie. If anything, you're better than the rest of them."

Though Aileron hadn't said anything, Soarin could tell that the blush on his cheeks was more than just the heat in the room. He giggled to himself as Aileron's blush reddened when Cross looked him straight in the eye. "Hey, you alive?"

"Y-yeah..." Aileron stammered, obviously trying not to make a fool of himself. "I was just-"

The sound of a door slamming open in the distance cut him off in mid-sentence. Soarin signaled for the two of them to head for the entrance to the locker rooms, and the two of them slipped over just as rushed hoofsteps appeared at the other doorway. Just seconds after they'd reached the locker room, a disappointed Spitfire flung the door open, causing it to crash into one of the full bunks.

Spitfire removed her trademark glasses and trotted over to where Soarin was standing. "How many this morning?"

"Two, already getting ready."

"Names?"

"Aileron Roll and Cross Current."

Spitfire opened the cabinet on the wall and pulled out a megaphone that she'd hidden for just this reason. "Attention, new recruits," she said, her voice amplified about three times her normal decibel level, "in order to be a wonderbolt, one must be able to wake up on time. As such, and as your Captain, it is my duty to tell you to... WAKE UP!"

Three extremely startled pegasi almost flew out of their beds at her yelling wake-up call. As Spitfire put the megaphone away, Soarin removed his hooves from his ears and headed over into the locker room to learn more about Cross and Aileron.

However, nothing could have prepared him for what he saw. Cross Current was bent down with her plot in the air, three of her legs in a suit that was clearly too small for her. Meanwhile, at least from what Soarin could see, Aileron was stealing a glance at the emphasized rear end in his line of sight.

"Enjoying the view there, rookie?"

Cross bolted upright and gave Soarin a confused look. "Very funny, s-" As if the situation had just hit her, she spun immediately and glared at Aileron. "What do you think you're doing?"

Aileron's face blushed a crimson red, and he stammered, "I... I s-swear I wasn't-"

"Okay," Soarin interjected before things could get out of control. "Lock it down, both of you." Soarin turned to Cross and explained, "In his defense, that uniform really is way too small for you."

"It's the largest of the female uniforms, sir. What can I do if it doesn't fit?"

Soarin looked over at the rack where the uniforms were hanging and saw her mistake right away. He trotted over and pulled the female suit at the end of the row off the hook, draped it over his back, and told both of them, "The largest ones are on the edges. You're actually putting on the smallest one we have."

"Oh..." she murmured, blushing about as red as Aileron had just seconds before. She then faced him and admitted, "I guess I flew off the handle a little. But if I catch you looking at me that way again..."

Aileron frantically nodded and headed over to the rack, where he pulled off the second-largest male uniform and brought it back over to the corner where he had been standing before.

Eventually, three more obviously tired and surprised pegasi stumbled into the locker room, each of them with a horrible case of dark bags under their eyes. The first stallion sighed heavily and pulled a random uniform off the shelf, heading over into the other corner across from where Aileron was standing, already fully in his suit.

The other two - a stallion and a mare - did the same, except they stayed by the door and slipped into their flight suits with incredible ease.

By the time Spitfire came through the door, everypony, including Soarin, was ready to stretch and get on with practice. "Alright, recruits," Spitfire said, giving each of them a look-over, "Today we're starting with standard laps, then we're going into formation training. Follow Soarin out, and line up where he tells you."

He nodded to the five new recruits and headed over to the other door that led outside. Once all of them were outside, Soarin gestured to the cloud line across the track and told them, "There's the starting line. You might want to stretch for a bit first."

Slowly, they all sauntered over, and Aileron joined in as Soarin warmed up with two sets of wing flaps. Though he could tell Aileron was trying too hard, he was nice and let the new recruit do the same things he was doing.

The only problem came from when one of the recruits Soarin hadn't met bumped into the other mare that Spitfire had to wake up. "Excuse me," she accused, pure dislike dripping from through her voice, "I don't think you need that much space to warm up."

"Come on," the stallion argued, "it was just my wing."

"I gave you more than enough room, okay? Just move over."

"Why don't you move over?"

By that time, Soarin had taken enough of their arguing. He turned around to face them and ordered, "Both of you, separate. You'll need to work together eventually, but until that happens, don't be near each other."

The two of them reluctantly went separate ways, and Soarin returned to stretching, until Aileron spoke up. "Sir, I think my wing is stuck."

Sure enough, Soarin could tell that Aileron had held his wing out in place too far, probably due to the fact that he had dealt with the two warring pegasi behind him. Because he was responsible, he went over to where Aileron was standing and applied pressure on the top half of the joint, popping it completely back into the socket, allowing him to lift his wing again.

"Thank you, sir."

"Just remember not to hold it out that long next time, alright?"

"Yes, sir."

Soarin silently reminded himself to come up with something else for Aileron to call him, and returned to where he had been warming up just in time for Spitfire to blow her whistle. "Two laps on my command," she explained as simply as possible. "Now!"

The six of them took off, with Soarin heavily in the lead and Aileron and the mare that he didn't know directly behind. As they rounded the first corner of the track, Aileron shot forward and almost caught up, leading Soarin to increase his flapping speed. Luckily, Cross passed the other mare shortly afterwards, launching herself up to second position.

Using their competition as an advantage, Soarin slowly gained a lead on the two of them, managing to be the first to cross the finish line. However, something strange happened at that very moment.

Before he could adjust, something knocked him sideways and out of the track. As if to make matter worse, he ended up spinning wildly out of control as he fell down toward the ground.

Being careful not to fully extend his wings and make his death or severe injury certain, Soarin stopped his spiral and steadied his body. With a quick look around, he noticed that he was sideways and made the proper adjustments before flapping his way right-side-up and heading back to the training ground.

By the time Soarin reached the track again, Spitfire was trying - and failing - to keep the recruits calm.

"Why did this happen," a pale blue mare asked, nervously flapping her wings. Then it hit him: that had been the stallion that had fought with the mare from earlier.

When he looked at everypony there, he realized that they were all the opposite gender of what they were before. Even Spitfire was male, which strangely appealed to him for some unknown reason.

Eventually, she looked over her shoulder and saw him. Without a chance to prepare for her response, Spitfire leapt at him and wrapped her forelegs around him in a tight hug. "Oh thank Celestia," she said with a sigh, "I thought I'd have to tell the rest of the team that we'd lost you."

Though he wanted their embrace to last forever, Spitfire returned her attention to the recruits and tried to calm them again. "Vector, stop panicking! Look, this may seem bad, but it's perfectly manageable."

"How is it 'fine'?" the other stallion asked, stepping forward to address her. "Last I checked, it wasn't okay for me to be a mare!"

Before Spitfire could fly off the handle, Soarin stepped in and told him off. "Now you're telling me that you're about to yell at your potential future captain?"

"I-"

"Don't answer that. You do realize that we only have two open slots for the team right now, and the rest of you will be relief flyers, right?"

At that remark, the stallion just nodded and went along with what Soarin was saying.

"Good. Do you have any idea how often our relief flyers get to perform?"

"No, sir."

For once, Soarin almost smiled at being called by his proper title. Still, he had to drill the point into the ignorant recruit's head, so he continued, "I'll give you a hint, they only get to fly when one of us is injured badly enough that we can't fly for over ten days, which is rare in itself. So tell me, would you like to be in that position?"

"Soarin," Spitfire whispered, nudging him in the back, "I think he gets it."

"What's his name anyway?" Soarin whispered back, realizing that he still didn't know the name of the recruit he was lecturing.

"Updraft."

Now that he knew a name, he returned his attention to him. "So, you understand what I'm saying?"

"Yes sir," Updraft said plainly, no hint of any emotion in his voice at all. The least Soarin would have expected was some resentment, but it was almost like he had taken it all without question. In fact, it almost felt a little unnerving to see a rookie react the way that he had.

Spitfire took back control and announced, "I know things look bad, but we should keep practicing for now. Line up again."

A chorus of groans arose from the rookies, but with a glare from their captain, they all followed Soarin back to the starting line and got ready to start again.

-=(1)=-

By the time the six of them had finished their twentieth lap around the track, it was time for wing training. And so, with grudging resistance, they all went over to where the weight equipment was housed in another room by the entrance.

When they entered, Soarin instructed, "Pair off and choose something to start with, do four reps, and switch. If we have enough time, you'll be able to repeat. Everybody get that?"

A Night of Firsts

It only took about ten minutes for Aileron and Cross to get back to their hotel room, but by the time they were halfway there, Aileron was getting a bad feeling from his future team partner. Considering she had ignored his presence the entire way back, he wasn't sure if she was just trying to act like he didn't exist or didn't even care that he was there.

"So..." he asked, trying to break the thick layer of ice that had formed between them on the flight down to the city, "how was practice for you?"

"Fine," Cross replied coldly, not bothering to look at Aileron when she said it.

Aileron returned to staring ahead and didn't try to talk to her again for the rest of the trip. As such, the silence between them increased with every step until he couldn't stand it anymore.

Eventually, it became too much to take. "What's your problem with me?" Aileron asked Cross, stepping in front of her to make her stop. "Seriously, you've been ignoring me this entire time."

Cross glared at Aileron and practically growled, "You've just been waiting for this, haven't you? Well I can work through this, and you're not getting any, you pervert."

"You've got to be kidding me," Aileron sighed, finally understanding where things had gone wrong between them. "So you think I'm just the stereotypical stallion that's only after a plot view and some action?"

"I caught you staring at my plot earlier today, so yeah, pretty much."

Aileron couldn't help but shake his head at her assumptions based on what he'd done early in the morning. Had she known him better, she would have realized that he didn't completely wake up until after being up for at least fifteen minutes. "Will you just forget about that already?"

"Why should I? You're just like all the other stallions that try to flirt with me..."

"Look, it was still early for me, and you had your plot up in the air in my general direction. What else could I have done?"

"You could have at least not looked!" When she realized she had been yelling, she cupped a hoof over her mouth and muttered something incoherent. "I swear I didn't mean to yell there," she stated, backing away slowly as if she were afraid. "I don't know what came over me."

Aileron wrapped his foreleg around her and told her, "It's fine. I think I know the problem."

Cross' mind raced with theories of what Aileron may have come up with based on her reactions to what he'd done. For a second, she almost thought that he had discovered her secret, but then she realized that the truth was so far out in left field that he would never think of it.

"You're not into stallions, are you?"

"What?!" Cross exclaimed, shocked that he would ever accuse her of that. "Why would I be a fillyfooler?"

"Well... you were acting like you hated stallions. What else was I supposed to think?"

On the inside, Cross was only half angry at Aileron for his idea. How was he supposed to know what was really going on? Nevertheless, she threw his foreleg off of her and stepped around him, heading in the direction of the hotel.

"I'm sorry, okay?" Aileron apologized, running after her. "I totally didn't mean that."

Cross turned around to face Aileron and offered, "Look, can we just agree to get this over with as soon as possible? That's the only thing I want."

"Sure."

With the issue settled, the two of them continued down the street until they reached their hotel- a rather large, three story marble building toward the edge of town. Luckily, Cross' room was on the first floor, meaning that they had less time to argue with each other on their way there.

When Cross flung the door to her hotel room open, she seemed to be moving slower than before, almost as if she was thinking a bit too deeply about what she had agreed to.

"Are you sure you want to go through with this?" Aileron asked, earnestly considering not forcing her into anything she didn't want. After all, he didn't want to ruin his image anymore than he already had from earlier. That would only make this night even more awkward.

"Not really, but I guess I can if you want to."

While Cross flopped onto the bed, Aileron checked the small icebox in corner, having realized just seconds before that he hadn't eaten since lunch. Surprisingly, there wasn't much in her refrigerator; he would have expected there to be more for her filled out form.

Though she wasn't exactly fat, there was definitely a tiny layer of pudge around her flanks, even as a stallion. It really only added to the amazing view from behind. All it did was bolster the feelings that Aileron had for her.

"Sorry I don't have anything in there," Cross apologized, sitting up from where she had been lying on the bed. "I haven't had time to get anything."

"It's fine," Aileron replied, heading over to the bed. He flopped over onto the surprisingly comfortable mattress and turned over so that he was facing Cross directly. "So what do you want to do?"

"I don't know... how do you usually start?"

She had just trapped him in a corner; if he admitted that he'd never done it before, she wouldn't trust anything he said afterwards. If he acted like he did and screwed up, she would probably kick him out. "Well, I usually start off with a kiss, I suppose. If you w-"

He was cut off as Cross' lips forcefully locked against his.  Though Aileron could tell she was a novice, it was still one of the better kisses he had received compared to the various marefriends from his past.

When he realized she had pulled away, he blushed and brought his head back. Their eyes locked, and something seemed to pass between them.

This time, Aileron pulled her into a tight kiss, and as her tongue slipped between his lips, he realized that she was much better than he had thought she would be. His own tongue wrestled with hers for dominance, and soon he felt a strangely warm feeling coming from between his hind legs.

As her leg brushed against the warm spot that cropped up, Aileron couldn't help but shudder. Whatever she had just done, it had felt amazing, and he only wanted more of it.

However, when he glanced down between Cross' legs, he noticed that nothing had happened. Her member was still fully inside the sheath and didn't show any signs of coming out. For some reason, he felt almost guilty at getting pleasure without Cross feeling it.

Before she could react, Aileron slid down to the sheath and gave the end a lick, finally feeling where the tip was deep inside. Though it seemed a bit strange that she wasn't getting aroused at all, he set out to make her get there.

Using the knowledge he had gained from watching his older sister and her coltfriend, Aileron used his wings to massage the two orbs hanging beneath the sheath, causing the tip to pop out. Though he knew it would feel weird, he took the tip of her cock into his mouth and slowly caressed it with his tongue, causing it to become even  more erect than it was before.

As more and more of it was revealed, Aileron took each extra bit into his mouth, bobbing up and down on her surprisingly large erection. Each time it seemed to get even longer, and by the time it was almost at the back of his mouth, he was worried about it growing any larger.

After it became too thick to breathe consistently, Aileron pulled back and took in the sight of Cross' incredible girth. Though it wasn't as long as he figured it would be, her member made up for its lack of length by being incredibly thick.

Aileron gulped as he thought about the idea of it penetrating him. However, if the wet feeling between his legs was anything to go by, the idea of having her new stallionhood thrust inside his moist petals was more arousing than frightening.

Those feelings almost disappeared when he looked up at Cross and saw her wincing. "What's wrong?" he asked, afraid that he had done something wrong.

"Nothing..." Cross answered, finally opening her eyes and looking down at her full erection. Though she brushed away the tear that formed at the edge of her eye, Aileron managed to notice it.

"Something's wrong; I can feel it. Just tell me."

"Let's just get on with it, okay?"

Though he wanted to see what her problem was, he had to deal with the carnal desires nagging at his mind first. If he didn't do that, he would be more interested in the mass of stallion-flesh beneath him than what she was saying.

"Alright, but you're on top," he said, turning around and raising his tail so that his marehood was fully visible. Slowly, Cross switched from laying down to standing behind him and clambered on top of him, her erection dangling just beneath Aileron's dripping vagina.

As Cross bucked her hips forward multiple times, missing her target, she eventually hit the crease between his hip and leg, and he faltered to the side, falling sideways onto the mattress. "If you need help, just tell me," Aileron offered, getting back up into a standing position and raising his plot into the air in front of her. "It's harder than it looks."

This time, when she mounted him, Aileron could feel the tip of her member at his soaked entrance. As she thrust forward, he felt as if she was going to rip him apart from the inside out. Her incredible width spread him apart like nothing he ever could have imagined, making him feel as if he'd just taken an entire tree into his new genitalia.

As she continued to push forward, Aileron whimpered into the mattress as his entire upper body was pressed against the downy surface. With each consecutive inch that entered, he felt even more of his body spread out, leaving an increasingly full feeling behind- one that wasn't entirely painless, but not exactly painful either.

Eventually, after what seemed like forever to the stallion-turned-mare, Cross stopped pushing and pulled back, allowing the walls of Aileron's new marehood to relax. However, before he could compose himself, Cross thrust back inside, making his eyes widen as his insides stretched out again.

Aileron moaned into the pillow as Cross began to develop a rhythm, pumping in and out of his moist slit, forcibly stronger with each push inwards. By the time he felt a strange pressure rising deep within his loins, each successive thrust was mostly painless, having faded into pure bliss minutes before.

He gasped loudly when Cross bucked her hips forward harder than usual, hitting something deep inside him that felt amazing. Without warning, Aileron found himself on the brink of climax.

He cried out louder than he ever had as his insides exploded in a feeling of passion, and fireworks filled his vision. "Oh my Celestia..." he murmured, as Cross continued to pump in and out of his convulsing love tunnel.

However, Cross showed no signs of stopping, even as her stallionhood spewed strands of hot cum all over his insides. Aileron only knew one way to get her to stop, but it was dangerous to do.

When Cross had pulled back for a powerful push forward, he quickly slipped off and fell to the bed, allowing a few droplets of her cum to dribble out of his wider opening. As if proving his worry right, Cross fell forward when she realized that he had moved, unable to stop the force she had put into her movement.

As the two of them disentangled themselves from each other, Cross glared at Aileron with a look that could have killed. "Why the hay did you do that?" she asked, scowling at him.

Aileron leaned away before answering, "Well, you didn't seem like you were stopping."

"Of course I wouldn't have stopped! Do you have any idea how good that felt?"

When she said that, something was triggered in his mind. It was almost as if she had never gone through it before. Maybe he would be able to admit that he had been a virgin before they had done it.

"Well, I was a virgin too... That was just a little much."

Cross shook her head in disappointment and exasperatedly explained, "That's not even close. I've done it before, I just-" At that point, her words dwindled off into incomprehensible muttering.

"What is it?"

"I didn't have any feeling down there until now, okay?" Cross said, as if trying to rush her words fast enough that he wouldn't understand them.

Aileron's jaw dropped faster than anypony else's ever had. "Wow..." he whispered, taking in all of the effects that would have on a mare who had obviously gone through the act of intercourse before. To not be able to feel any of it would be a horror beyond anything ever experienced. "I'm really sorry about that. If it helps, you can do it as long as you want."

Unfortunately for him, Cross was still fully erect, and she told him, "You'd better be serious."

As much as he was sure he'd be sore by the end of the night, he had to go along with the deal he'd made. So Aileron raised his plot in the air again and prepared to take in her larger-than-usual erection for the next few hours until one of them fell asleep.

"You know... I might want to try something first," Cross admitted, setting Aileron on edge. With how much she had enjoyed rutting him senseless, he had no idea what she was going to try.

However, when he felt her hot breath on his still-sensitive slit, another shudder passed through his body. On the outside, Aileron may have appeared collected, but on the inside, he was practically screaming for Cross to get on with it so he could be done with the whole ordeal.

Those feelings vanished as Cross took her first lick, catching Aileron's engorged clitoris with the tip of her tongue.

His whole body tensed up as she kept lapping at his soaked pussy, only increasing his already high levels of arousal. With each subtle lick, Aileron felt himself slipping closer and closer to climax.

When Cross pulled away, Aileron almost felt deprived. As such, he whirled around to her and told her, "You're not doing that to me."

"I'm sorry," Cross apologized, being as sincere as possible. "I just can't keep going on. It feels too weird."

Though he was still mad, Aileron could see her point. Taking her new stallionhood into his mouth had been strange at first as well, though he had obviously adapted to it better than she had.

"It's fine, I guess," Aileron comforted, wrapping his foreleg around Cross' barrel. As she melted under his touch, he glanced down at her somehow still mostly erect member. It would only take a little to get her aroused enough to give him the feeling of it pumping back and forth inside his dripping marehood again.

Without giving her any warning, Aileron slipped his hoof down between her legs, rubbing it gently up and down the shaft that she was still sporting with pride. If her guttural grunts and moans were anything to go by, she seemed to be enjoying the feeling of his hoof stroking her most private of parts.

While Cross pulled him into a passionate kiss, Aileron kept working on her erection, until he noticed that she was lightly bucking her hips forward, trying to add a whole new level of feeling to what he was doing. At that point, he decided that he had tortured her enough, and aligned her love rod with his soaked slit.

In one quick movement, he impaled himself on her member, creating the same full feeling that had sparked so much enjoyment from his first time. He couldn't help but gasp loudly and moan into her mouth as her erection reached places he hadn't imagined being stimulated.

Aileron somehow pulled himself up off her shaft, against the feeling of euphoria causing him to become weak with pleasure. However, when he reached the tip, his leg collapsed and he fell back down, filling himself to the point of absolute bliss.

After that failed attempt, he quit trying to get up and simply let Cross lie beneath him with her erection shoved deep into his love tunnel. And yet, as if she was conspiring against him, she kept bucking her hips forward slightly, hitting something that made his entire body shudder.

"Could you flip over?" Cross asked, brushing her lips up next to Aileron's ear before nibbling on the very tip. He silently complied, though something that sounded like a whimper escaped from between his lips as her girthy stallionhood shifted from side to side inside him.

Cross almost came then and there because of the way that the walls of Aileron's marehood gently massaged the entire length of her erect cock. Still, she could tell that he was nowhere close, and had to resist before she came inside and ruined the feeling for him.

In a last ditch attempt to distract herself from the way her new equipment was feeling, she bit down on her foreleg. Just as she wanted, the pain from her self-inflicted wound took over for a second, allowing Aileron to lie back with both of them in the perfect position for a hard rutting.

But before she got to that, she had to do something to thank him for flipping over. If his hardened grimace was anything to go by, it had hurt more him for than her, and he had to be rewarded for persevering.

From her new position, she could easily penetrate again if she had to, and the thought of toying with his body had run through her mind just seconds before. Then she realized that doing that would amount to nothing better than torture for him instead of a gift. If she couldn't do that, she was having trouble thinking of what would make a fitting present for taking it like the stallion he should have been.