Talon had taken Moonlight’s lack of armor, as well as Luna’s order to relax, as an open invitation to cling to the guard mare the same way Luna was clinging to Thomas. The guard did not seem to entirely approve, but gave no resistance except for the occasion she had to swat at the griffon’s claw to stop it from wandering places it shouldn’t. Swift quietly volunteered to fall back a few steps and keep safely silent. Smart bastard. No doubt years of herded life had wizened him up to the hazards of mares gathering like this. Still, Swift felt guilty at not being able to save Thomas as he would his own stallion.

“Ay Blue,” Talon called to Luna. “Just a couple of lucky gals on a romantic moonlight stroll with our very special someponies.”

“You shouldn’t address the Prin… I mean Blue so informally,” Moonlight grumbled. “It’s rude.”

“Rude? But Blue’s just a regular old unicorn and that’s how we should treat her.”

“You shouldn’t call her old, at least,” Thomas countered. His defense was awarded with a firmer nuzzling of his arm.

“My stallion comes to the defense of his mare,” Luna gloated playfully. “What can yours do?”

Talon eyed Moonlight carefully until she came up with an answer. “Mine can stay rigid all night long.”

Thomas and Moonlight turned varying shades of crimson while Luna and Talon laughed at their expense. Swift silently thanked Faust he was out of the line of fire.

“Aww,” Talon cooed. “I think we upset the stallion.”

“Why do you frown, dearest Moon Lover,” Luna snickered. “Come. Join us in the revelry of commoners!”

“It’s just… I’ve never seen this side of you before,” Thomas admitted. “You’re so… loud.”

Luna tilted her head as she looked up at the stallion. “Do you not approve?”

“What? No. You’re great. You just kinda caught me by surprise, is all.”

“Then rejoice, dearest Lover, for the adventure of seeing your special somepony in a new light. Come. This is a night that demands celebration!”

“Can’t celebrate without liquor,” Talon added.

“Verily! Yes. We must partake of the booze.”

“Sounds like you’ve had enough already,” Moonlight grumbled, causing the party to come to a sudden halt as all eyes fell on her and making the naked mare feel very self-conscious.

“There ya go!” Talon cheered with a slap to the mare’s back. “That’s my mare. See how much better it is to loosen up? Oh, and here’s the perfect place to do it.”

The restaurant Talon had gestured to was Dusk’s Cider House. Their destination set, the party marched on until the griffon stopped them outside the door and pointed at the sign. “Mares’ Night. All mares drink for half price.”

“Do you count as a mare?” Thomas asked the griffon, only to have his concern met with a swift elbow to the ribs from Luna. “What?”

The blue unicorn mare merely rolled her eyes.

“I’m not the one we should be worrying about here,” Talon advised as she turned to face Luna, smiling sinisterly as her eyebrows bounced suggestively.

Luna puzzled at the griffon until her face donned with realization and she turned the same evil grin up to Thomas.

“What are you two getting at?” Thomas asked nervously.

“That’s a very handsome illusion you’ve got going for you,” Talon commented threateningly. “Be a shame if something happened to it.”

“What are you… Oh hell no!” Before Thomas could protest further, Luna enacted her deadly strategy of pouty lips and puppy dog eyes.

“Dearest Lover.”

“No,” Thomas said flatly.

“Thy illusion is so charming,” she pressed her chest against his.

“I’m not listening.”

“Just imagine how much more adorable it would be with a few… tweaks.”

“If there’s tweaking to be done, I’ll gladly volunteer,” Talon added.

“Still not listening.”

“Lover,” Luna said with her deepest, most sensual voice. It was an underhanded and dirty tactic, but undeniably effective as Luna felt her stallion’s pants begin to tighten. “Dearest Lover. Your mare longs to see you play dress up.”

“Y-you,” Thomas strained to say as he looked down at the pouting mare. “You’re evil.”

Luna blinked and her smile widened. “Are we to take that as a yes?” she asked as she leaned forward until her snout was barely an inch from his.

Thomas stared back at the mare’s lips. They weren’t Luna’s, but at the same time they were. They puckered invitingly. Her tongue extended and slowly wet them. God damn this mare. He leaned in the rest of the way, accepting his kiss and the consequences.

Needing no further prompting, Luna tightened her grip around his right arm and Talon locked her arm around his left.

“No escape, chimp. We’re having us a mares’ night out.”

Moonlight’s head swiveled as she came to the same realization at the others. At first she looked at Thomas with sympathetic worry, which he appreciated, but it quickly faded into an indifferent shrug.

“Et tu, Moonlight?”

“I don’t know what that means,” Moonlight confessed coldly. “But if it’s any consolation, it’s just an illusion. I’m certain this won’t lead to mood swings or anything.”

“That’s not funny,” Thomas snarled.

“Twas quite funny, actually,” Luna argued.

There was a moment of silence before the mares and griffon, as one, turned to face Swift Scabbard. The stone faced guard stared defiantly back. For a moment it looked like Talon was about to accept the challenge, but she decided against it; not because she didn’t think she could handle him, but because she didn’t think he was fun enough to mess with. The mares maneuvered past him, carrying the semi-consenting Thomas off into a nearby alleyway.

**********

“Mares’ night out!” Luna, Talon, and Moonlight cheered together from their booth, holding up their drinks to toast their celebration. The remaining mare at the table was not so enthusiastic. On the other hand, the stallion, who had volunteered to sit at a nearby table where he could have a better view of the restaurant, seemed perfectly content.

“Come now, Lover,” Luna encouraged the white mare with green eyes beside her. “Celebrate this joyous occasion.”

“Why me?” the mare grumbled, cringing at the sound of her own voice.

“Buck up, chimp,” Talon reached across the table and messed the mare’s mane. “It ain’t that bad. Besides, you look good as a mare.”

“Yes,” Moonlight added, struggling to keep a straight face as she spoke. “You have a very… lovely… figure.” The façade of propriety fell and the unicorn guard burst out laughing.

“Yeah, chimp. You’re freaking hot!” Talon cheered. “And your boobs look fantastic. I just wanna pounce on ya and motorboat those babies all night long.”

Thomas did his very best to sink into the cushioned seat and disappear into the fabric, but his efforts were in vain as Luna, still wielding her alicorn strength, repeatedly pulled him back up to face the merciless teasing of his friends. Luna had modified the illusion around him to that of a mare. Worse, she conjured a mirror to show Thomas that he was an exceptionally attractive mare with a generous bosom, soft feminine features, and a butt that was almost on par with Fluttershy. He’d been allowed to keep his green eyes, messy brown mane, and superior height relative to Luna’s illusion, but such things were of little consolation to the noticeably greater weight around his chest and thighs.

“Now, now ladies,” Luna chided. “We’ve had our fun and it’s time to leave dearest Lover what dignity SHE has left.” The Princess’ joke was met with a new round of laughter from the others.

“There has to be some kind of law against this,” Thomas grumbled, lamenting that his voice had also been changed to be much more feminine.

“Nothing against the spell,” Luna remarked. “However, we might be charged with fraud if anypony discovers that we cast such a spell for discount drinks.”

“Wait, what?” Moonlight paled as she choked her drink down before whispering. “Are you serious? We can’t do this. What if somepony finds out? The scandal of the Princess stealing drinks… the papers will never let it die.”

“Tis not that bad,” Luna dismissed.

“But…”

“So long as nopony finds out, it is alright. The penalty for a crime such as this would only be a small fine anyway. However, we intend to make a generous donation to this fine establishment that will make up for their lost revenue and then some.”

“If you’re going to spend more money anyway,” Thomas seethed, “then why bother doing this at all?” Thomas’ answer came as a hand beneath his feminine chin and pulled him down into a kiss with the blue unicorn. It really was that easy to make the human in a mare’s body forget that the rest of the world existed as he leaned into the kiss.

When Luna finally pulled back from the kiss, she gave Thomas a seductive smile. “You know, you really are a handsome mare,” she consoled as her eyes trailed up and down Thomas’ body, admiring her work proudly. “And while we shall have to remember this shape in the future for… things, never forget that you are my stallion.”

“I…” Thomas stuttered.

“Hey!”

Thomas was pulled from the trance of Luna’s eyes, along with his own imagination, by the sudden outburst. Talon had smacked Moonlight in the face when her wings suddenly flared out.

“Sorry,” Talon mumbled as she struggled to bring her wings back under control while Moonlight fumed at her. “Not my fault though. That one was deliberately provoking me,” she pointed an accusing claw at the sky-blue unicorn.

“We, that is to say, I do not know of what you speak,” Luna scoffed haughtily. “However, we seem to have gotten off track of what’s really important here,” she said seriously as she turned to the larger mare beside her. “Dearest Lover, how does it feel being a mare?”

Thomas’ white furred cheeks turned a shade pink. He, or perhaps she, looked up and, by chance, met Swift Scabbard’s eyes. She looked pleadingly at his fellow male, who had somehow managed to escape this torture, but the guard merely turned and focused on the waiter. “Traitor,” he swore, deciding he’d just stick with ‘he’.

“Leave him be,” Luna consoled. “This is all about you. Go on then. Tell us what it’s like, Moonbutt Lover.” The females giggled at Luna’s latest joke.

“Am I being punished?” Thomas bemoaned in such a way that was more good natured whining than hurt.

“Certainly not,” Luna assured. “Your courting is no different whether you wear the appearance of a mare or stallion. It is still you whom I desire,” she quickly glanced down. “And your fine plot. Now cease thy stalling and speak.”

Thomas grumbled under his breath, but took a measure of solace in Luna’s words. “My voice sounds really weird.” The mares nodded in silent acknowledgment. “My chest is heavy.”

“Is it, really?” Talon asked. “How heavy is it? Like having a pair of big apples tied to your chest, or are we talking melons?”

“Can we please talk about something else?” Thomas begged.

“I’m afraid, my Lady, you are the most interesting thing in the room,” Moonlight said sympathetically, as her eyes resumed crawling over the mare. She knew he was still a stallion, or rather a male, and that beneath the coating of physical magic was the undeniable phallus that proved as much (though she’d yet to get a good look at it), but why did she find this so fascinating? And why was she thinking about his phallus to begin with? She’d grown up with a father and brothers, been to school, and even went outside, so it’s not like male genitalia was something she’d never seen before. But Thomas had always been so bashful about exposing himself. Perhaps his behavior had made her start to wonder exactly what it was he was trying to hide. Maybe the idea of a mystery to be uncovered was exciting her? But even ignoring that, why was his new appearance as a mare making her feel so strange? Then again, these new feelings had only been compounded onto what she had felt when he became that hunk of a stallion. “Only thing to do is bite the bullet and wait till we get bored with you,” she added nervously, hoping that playing along would take her mind off of these strange questions.

“Gonna be a looooooong wait,” Talon cheered. “But maybe you need a frame of reference. Ya know, Leste’s changed me into a dude a few times.”

“She did?” Moonlight asked.

“Well duh. Mare was curious what griffon cock was like, so she asked me to show her.”

“That really is rude and not at all appropriate discussion for a restaurant,” Moonlight chided.

“You want rude huh?” Talon challenged. “Yo Blue. Did you know I buck your sister?”

Moonlight spat out her drink, somehow managing to only spray Thomas who glared at her. “Sorry,” she apologized meekly.

“It has been suggested,” Luna laughed casually. “But do go on about what it was like to become a male. Were you only given the phallus or was it a full illusion?”

“Full deal,” Talon reminisced. “I was bigger, felt stronger, but also a bit clumsier. The new body takes some getting used to. It was… tingly,” she shrugged. “My nipples weren’t that sensitive. They were still sensitive, but less so. Feeling anything like that, chimpete?”

The mare in question breathed heavily, trying to move her shirt against her chest while the others were watching. All things considered, she was just as curious about this new body as they were, if only he could explore it under less public conditions.

“The illusion affects the body, but not the mind,” Talon continued. “Stallions and mares didn’t seem more or less appealing than they naturally did. I was still me, just with a rubber hose dangling between my legs,” she explained to a round of snickers. “It was so weird feeling that thing rub between my legs, like having a second tail or something. Thing had a mind of its own, always making sure everyone knew what I was thinking. Seriously, it was worse than wings. I don’t know how male griffons manage to walk around without tripping over themselves. Though I did have the urge to walk around Canterlot and give everyone a good look at my glorious male meat.”

“So to confirm,” Moonlight interjected, “you were no less a pervert than you are normally.”

“You got it, orange boobs,” Talon beamed down at the unicorn’s bosom.

Moonlight tried to turn her back to the griffon. In a normally nudist society, she’d never once felt embarrassed about her body, until just now. Then again, no pony had ever commented on her breasts in such a seductive tone before. Worse yet, she was still mulling over her feelings about ‘Moon Lover’ and wasn’t sure if she liked it or not. There was no denying that he was attractive as a stallion or mare. Luna had seen to that. But there was also no denying that his natural form was much cuter… not that she’d noticed.

“But then I got to thinking,” Talon resumed her story. “What’s it like being a pony? So Leste did me over, I was a very lovely pegasus mare, and that was its own adventure.”

“Ah,” Luna exhaled. “This sounds like the matter most relevant to Lover’s predicament.”

“Hello ladies,” the waiter greeted, pushing up a cart of food. The group dug in, thankfully postponing the discussion of Thomas’ marehood in favor of retelling the recent adventure in Ponyville. Alas, this was not to last.

“Anyway,” Talon leaned in and motioned for Luna to do the same. She whispered something in the blue unicorn’s ear, causing her eyes to widen as she grinned at Thomas.

“What?”

“Lady Talon has informed me of a most interesting feature that distinguishes ponies from other beings.”

Thomas looked up at her horn.

“No,” Luna shook her head, mane swaying with her motions. “But you’re close.”

Before Thomas could inquire further, she felt the most amazing sensation from the top of her head. Luna was massaging her ears.

“Ooh,” Talon gushed. “I think she like that.”

“Indeed,” Luna nodded as she increased the pressure of her fingers, eliciting a low moan from Thomas.

“Aww,” Moonlight cooed. “You two are just so cute together.” She froze upon hearing the words that had just left her mouth, only to be shaken out of it by Talon.

“They are, aren’t they? Which is why it’s gonna be my job to make sure they stay cute.”

“Say what?” Thomas was broken from her ear massage trance.

Talon smiled at her, then at Luna. “Yours truly has been put on loan to the mighty Moonbutt.”

Thomas and Moonlight gawked at this revelation.

“You can do that?” Thomas asked.

“Sister and I have been known to partake in the practice of stabling from time to time,” Luna explained. “This is along the lines of a loan, a temporary reassignment between harems.”

“This is all on you, chimp,” Talon pointed at Thomas. “Leste seems to think you and Moonbutt aren’t exactly communicating as well as you should, not to mention you’ve been pretty reluctant about the idea of expanding the harem till now. So until further notice, I’m your new herd-mate, like a sparring partner or a friendly couple’s psychist.”

“Its psychiatrist,” Thomas corrected.

“Right. What’d I say?”

Thomas looked down at Luna, who bore a much more solemn expression. “Is… is this really necessary?”

Luna stared at Thomas in silence. The splaying of his ears, along with certain other gestures, were clear signs that he was uncomfortable with all of this. Noting how much easier he was to read while in the guise of a pony, she briefly considered keeping him in the illusion long term. However, that idea was short lived and repelled by her disgust. This was exactly what Celestia had been talking about, using her magic instead of taking the time to learn his body language. A knot started to form in the alicorn’s stomach as she began to consider how hurt Thomas might be if he thought she preferred him as a pony and she began chastising herself for giving him the illusion and then laughing at his expense. “Thomas,” Luna breathed deeply. “W-I am the one at fault here. I have discussed the matter with Lady Talon, as well as my sister, and there can be no doubt that my failure to properly explain your role has caused you considerable distress.”

As uncomfortable as Thomas had been earlier, the sudden shift in atmosphere made it even worse. This all seemed to be moving way too fast. “C-can I go use the bathroom?” Luna nodded and he was off.

Moonlight stood to follow, but Talon pulled her back down. “Might be best to give ‘em a few minutes to think on his own.”

Oh boy. This is another case where I had to do major rewrites. For one thing, this was originally written to be the beginning of Luna explaining that Thomas wasn’t a prostitute. Also, for some reason I keep having Luna pull this kind of crap that makes her look pretty thoughtless and uncaring. Hopefully I managed to tone back enough and this’ll end after this night.
That said, I did have fun with the idea of Thomas as a mare. This’ll definitely have to come back later… eventually. I feel like I could have done more to flesh out the interaction between Luna, Thomas, Talon, and Moonlight, but overall I’m fairly satisfied with how it turned out. As usual, constructive criticism is more than welcome.