"Armor...Armor, wake up."

The soothing sound of Shining Armor's wife had always been the sound of music on his ears, like a gentle breeze dancing over his eardrums. But not this morning, this morning it felt like razor blades scraping over a glass pane. Shining Armor knew he should not have drank as much as he did the night before. Shining Armor shoved the pillow over his face and groaned at the order his wife had given him.

Sounding from another room she dictated, "Armor, get up. You have drills in one hour and maybe if you get up you might be able to share the shower with me..."

Her tone slowly sounding more husky as he listened to her. Shining Armor weighed his options and considered the possibility of sharing a shower with his wife. He had to admit that he was rather tired from their endeavors the night before. He had never felt so sore in all of his life. He could tell from the musk of the room and the amount of humidity that held in the room that last night's rendezvous was one that Shining Armor will not forget. In some ways, he still felt hot and heavy. Shining Armor removed the pillow and after a groan he shouted back, "I'll be right there!"

He felt his heart stop and his eyes shoot open. Did he hear himself correctly? Was there something wrong with him? Did he contract the flu? He sounded more feminine. His voice sounded like a mare's. Surely he drank way too much and he was just hearing things. He settled back under the covers and tried to fall back asleep. Turning over he hugged his wife's pillow tight in his hooves. Though he thought that the pillow was smaller before.

His eyes shot open once more as his wife stormed into the bedroom and said, "Shining...if you don't hurry then-oh goddesses..."

Her voice trailed off into true horror and terror gripping her voice. Shining Armor found this odd and turned over to meet the frightened gaze of his wife. Her eyes glued to her as if seeing his head chopped off and being presented in front of her. Shining Armor asked, once again his voice sounding like a mare's, "Cady? What's wrong?"

Her eyes shifted and moved over Shining Armor's form. She choked out, "Armor...Armor you're...you're a mare."

Shining Armor knit an eyebrow responded, "Now that's not very nice to call you're husband a-"

"Armor, honey, check for yourself." Cadence asked slowly advancing towards Shining Armor.

Shining Armor giggled and got up to a sitting position, his back pressing up against the head of the bed. He said as he lifted the sheets to check on Mr. Johnson, "Come on Cadence, I'm sure it's-"

He looked down and his face stared down in horror. Under the sheets he saw no pair of nuts or any sign of Mr. Johnson. He saw the faintest shadow of a pair of lips similar to his wife's. His hips larger and more refined like a mare's, his mid riff thinner and matching that of -you guessed it- a mare's. He could not move his shocked gaze away from the spectacle in front of him. His mouth hung open in horror and he just stared on in horror. How could this happen to him? He was the manliest stallion he had known, besides his father. He froze, there was nothing he could do.

His head slowly turned and he-she said, "Cadence...what did you do?"

"Shiny, I didn't do anything. I-"

"Cadence, you are the only one that I saw last night and the only one that I sleep with so...you know I don't like magic like this."

Cadence shook her head, her eyes never moving from Shining Armor's new female body, "I-I don't have powerful enough magic to change pony's genders I only alter their love..."

...

Cadence found herself unable to move her gaze away from Shining Armor. His new female body was so thin and so slender. Her curves well defined and very well shaped. Her face beautiful and her long mane reaching down her shoulders. Cadence could not stop herself from rising in heat, she was so turned on right now. Her husband turned into a mare, this was a once in a life time chance. She was always curious of having sex with another mare but since she was loyal to Shining Armor she could never find out for herself. They had an hour, now would have been as good a time as any to figure out what it is like kissing and having sex with another mare.

Not only that but she looked so irresistible, her gorgeous curves. Her wondrous body. Cadence thought about doing things she would have never caught herself thinking about. Her thick voluminous lips, hiding a warm moist tongue just waiting for Cadence to taste. Cadence licked her lips and stared at her husband changed into a mare. She burst from the bed and clambered her way over to one of the standing mirrors by the other side of the room.

She had the same look in her eyes when she looked under the sheets. Cadence let her gaze trail down Shining Armor's new glorious body and stopped at her nicely toned butt. Two large voluptuous cheeks, toned and muscular. Cadence felt sweat drizzle from the top of her mane. She had never been so turned on by another mare before. And the fact that it felt wrong just made her go wild with lust. Cadence could not take it anymore. She stalked her way past the bed and behind her gender bended husband.

She licked her lips once more and grabbed her by the shoulders and threw her against the wall. She let a gasp escape her lips as she asked, "Cadence what are you-mmpf!"

...

Shining Armor felt a pair of hot lips press against her own, girlish squeals escaping her as she tried and release herself from Cadence's grip. But she could not, her strength was not like it was when she was a stallion. Her tongue licking along Shining Armor's new thick lips, a yip dying in the muffled feeling of their conjoined lips. With a loud smock Cadence released Shining's lips, drawing her lower lip up Shining's own. Being the princess of love she had needs and improved sexual desire considering she almost knew it all. If there was only one title that Cadence would have it would be that she is an excellent kisser.

Drawing her hooves from her sides she grazed them over Shining's sensitive body. Slowly drawing them up past her shoulders and slamming them into the wall behind her. Shining breathed out, "Cady..."

Shining Armor did nothing to stop her, as the feelings from last night resurfaced to his face as a hot blush spread across her face. Cadence whispered, "Shiny...I...I want to do things to you that you have never experienced before...d-do you trust me?"

She stared long into her wife's beautiful eyes, drawing them over her bright pink fur coated body. Shining Armor did not want to do this but could he really be an unloyal husband and deny her wife this simple pleasure of having sex with a mare? Would her feelings change? If he changed back, would she leave him for a mare? But, at least it was him and not some random mare on the streets. This was a scary thing for Shining Armor to consider. But despite her fear, she was still curious herself.

Shining Armor moved his hoof up and swiped a strand of her mane back and it flicked past her shoulder and she drew her hoof to Cadence's cheek. Gently caressing her soft cheek Shining Armor answered, "Of course I trust you...just...be gentle..."

Cadence had her face beaming with joy and desire as she leaned in and whispered softly on Shining Armor's lips, "You know I can't promise that."

Reaching her muzzle closer she took her teeth and bit gently on Shining Armor's lips, nibbling her soft lips and folding her own lips over the soft piece of flesh. With her bottom lip in her teeth she pulled it and let it flick back into place. Shining Armor gasped and moaned with the release of her lips, arousal fresh on her breathing. Drawing in once more Cadence pressed her lips against Shining's own. This time her tongue snaking out of her mouth and searching for the owner of the mouth. Shining answered promptly and wrestled Cadence's tongue with that of her own. With the breach in her mouth, Shining Armor let her hooves drop to Cadence's hips and caressed the fur over her cutie mark.

With a loud smock Cadence pulled back from the kiss and said, "Shiny, you are so soft..."

Cadence moved back in and shoved her tongue deeper into Shining Armor's mouth. Shining Armor felt his new lady parts tingle with excitement. In his mind he said, 'Yes...deeper'. Cadence removed her hooves planted firmly against the wall and aggressively hooked them under Shining Armor's knees and lifted her up. There was little to no resistance and no interruptions in their kissing. Shining Armor relishing in the soft tender touch of Cadence pleasuring her in new ways that she did not even believe were possible. Shining Armor felt loose and ready for more.

Her tongue increasing in pressure and her kisses more forceful as Cadence plopped Shining Armor down on the bed. Cadence smiled as she crawled back from kissing her new wife. She had a smile on her lips and said, "I just thought of what I could call you...Gleaming Shield."

Gleaming Shield nodded and cooed, "I like it..."

Cadence moved back down forced her tongue once more into her mouth, lapping it around Gleaming Shield's eager mouth. Saliva no longer able to be kept within their mouths. The initial sensation of their kisses was hard to grasp at first, it felt less hard and pressure full. Like her tongue had lost some of its strength like the rest of her. It however did not stop the tingling in her new nether regions, she could now understand why her wife was such a sex fiend. She felt a need for something to penetrate deeply into herself, weird and alien feelings that somehow made sense to Gleaming Shield. But despite the awkwardness of the overall situation, it could not stop her from feeling completely and totally aroused.

The nice soft feeling of Cadence exploring her new mouth was arousing in and of itself. And the fact that Cadence held such natural experience with sex and the like. And it seemed that their love had blossomed after the taking of the Crystal Empire. Which her mind raced at a thousand miles an hour as Cadence moved down and gently nuzzled against Gleaming's neck. Soft wet kisses planted softly against her new silk like fur. On a pleasured outtake of her breath, Gleaming cooed, "Oh yea...right there..."

Her tongue pressing softly against her neck, and sometimes taking up tufts of fur in her teeth. A yelp escaping Gleaming's lips. Those strange feelings festering and boiling up inside her new body. Her nethers tingled and rose in heat, stinging against her thighs, the feeling was only making her more confused and more aroused at the situation. She felt vulnerable and like the whole of the crystal empire would barge through that door and take a long stare at her new marehood. Cadence likely felt her shudder at the feeling of her wife against her new sensitive body as she asked, "Wow...Gleaming Shield...you are so sensitive...and so tender."

With a cruel smile on her lips she snaked her hoof down to Gleaming's steaming hot marehood and pressed hard on her love button. Gleaming screamed, her throat tearing as she felt her boiling vulva press against her. A deep blush colored on Gleaming Shield's face as she drew her hoof lightly over the surface of her pussy. Another scream rippling off of the crystal walls of their bedchambers, making Gleaming Shield glad that she sound proofed the room.

She felt like pudding, her hooves like noodles at the feeling of her most sensitive area being pleasured by her wife's hoof. The pressure of her hoof like she had never felt before. There was virtually nothing that could make her feel more aroused then she was now. She bit down on her hoof to try and suppress her squeals of pleasure, but realizing that it was futile. Unable to control the volume of her whinnies of pleasure. Gleaming letting deep satisfied murmurs leave her lips, Cadence slowed her hoof and said, "I never knew how nice a mare's pussy felt...I think I like it...Mmm..."

Her voice trailed off as she circled around Gleaming Shield's lower lips, her hips rocking to the steady rhythm. Light yips leaving her open mouth. Gleaming Shield fell limp and accepted at the loud squeal as Cadence pressed the tip of her hoof inside her marehood. Which prompted a small amount of mare cum to exit her new hole. Cadence took her hoof and sat on her knees and with intimacy in her eyes she stared at Gleaming out of the corner of her eye, her eyes half open and a satisfied moan escaped her as she took a long lick up her hoof and licked up Gleaming's love juices. Gleaming Shield quivered, wanting Cadence to do the same long lick on the surface of her pussy.

After a few heavy breaths Gleaming Shield cooed, "Cadence...Cadence ple-"

She yelped as she saw Cadence slam her hooves on the bed and Cadence leaned in shushing her new wife with her hoof and said, "Shh...dear...I'll get to it in a second..."

Her sentence did not finish as she moved her hoof along Gleaming Shield's lips, her eyes closing at the aroused feeling. Kissing and licking Cadence's hooves, stained with her own juices. Gleaming Shield had tasted her wife's juices before but her's was sweeter and the aftertaste held on her tongue more. Not moving her hoof from her wife's mouth Cadence leaned down and began trailing kisses down her lower abdomen. Gleaming Shield kissing Cadence's hoof faster as she moved closer to her target, grabbing the appendage with both her hooves and licking over the soft hoof with her tongue like it was some sort of lollipop. Cadence hovered over muzzle over Gleaming Shield's already tender marehood, red from the attention it had received a few minutes ago.

Cadence cooed into the hole and Gleaming opened her eyes to see Cadence rubbing her own marehood with her other hoof. But her pussy clenched in pain and Gleaming Shield yelled, "Ah! Cady...Cady...Oh...OH!"

In her short laborious breaths she felt a nice long icy cold tongue lick from the bottom of her clit to the top, the feeling like pressing a bag of ice to her vagina. The cooled sensation riveting through Gleaming Shield's body and causing her to become a quivering mess. Her back arching and releasing a roar of pleasure. Her voice only rising as the licking continued, shouting, "YES! YES!...oh Cadence...YES YES YES!!!More!"

Her voice descending into moans and clenched breaths of pleasure, her entire lower body gyrating at the feeling of an invading tongue licking on her marehood. The feeling was unlike anything Gleaming Shield has felt before. Sure she felt satisfied with shoving her old member inside Cadence but it paled in comparison to this feeling. Her hips rocking into her muzzle, begging Cadence to let her tongue go to a new place. Cadence complied and shoved her tongue deep inside Gleaming Shield, another loud shout rippling off the crystalline walls of their room.

Her soft moist tongue penetrating deep to discover her inner walls. Her tight lips accepting the moist tongue and bringing her closer to her orgasm. Gleaming held Cadence's hoof tighter and sucked on it trying to suppress her screams. Though is was very weird and awkward beyond comprehension, she had to admit that it felt all too good. Every complicated thought seemed to slip away and store itself away in her mind, nothing mattered than this moment. It slowly began a few minutes ago as they began their "expedition". Gleaming Shield screamed as she accepted the tongue inside of her and Cadence moaned into Gleaming Shield as she was enjoying the new feelings of having sex with a mare.

Gleaming Shield screamed as she felt it, her lower muscles tensing up as she released her orgasm. To try and suppress the scream she engulfed Cadence's hoof in her mouth and glided her tongue over the soft surface of her hoof. Cadence screamed as she finished mopping up Gleaming Shield's marehood, she as well releasing a scream of pleasure. With a slimy smock she released her mouth away from Gleaming's pussy and crawled her way back up next to Gleaming Shield. Cadence cuddled and cradled herself closer to Gleaming Shield, both of them basking in the afterglow of their new discovery of different feelings. Cadence rested her head on Gleaming Shield's now smaller and softer chest. Gleaming could feel sweat just starting to form around her, the same for Cadence. Gleaming Shield looked over at her wife as she said with a smile, "That felt SO good..."

Gleaming Shield noticed that she seemed to return to her normal self. Gleaming Shield brushed her hoof through her mane, letting hot breaths to release and spread over Gleaming Shield's chest. They both seemed overtaken by some force that just made them horny beyond comprehension. Gleaming Shield returned, "That felt very good..."

Her voice trailed off as she pulled her wife closer to her. Maybe this whole new mare thing is not such a bad thing, sure he missed his good buddy but ever since she felt Cadence work her tongue around her new lips...it was like something awoken inside of Gleaming Shield. Cadence rose her head up and leaned in to kiss Gleaming Shield on the lips. A quick peck, her forehead leaning against Gleaming Shield's forehead. Cadence said, "I'll clean the sheets and then I'm going to take a quick shower. I would suggest you get up and try to explain to your guards that you're a-"

"I am still going to find a way to reverse this Cadence. I am...still...not entirely comfortable being a mare." Gleaming interrupted. Cadence seemed fixated on the fact that she wanted Gleaming to stay a mare. She stepped into the bathroom with no other words and shut the door behind her. Gleaming Shield smacked his hoof on his head and said, "Great job ladykiller, now you're in the doghouse...shit man..."

It was so complicated how she felt about this. It was so exciting and terrifying that she was suddenly a mare and it made her feel things like she never felt before. She felt what it is like to be touched, she had no idea how sensitive she was to touching until she was a mare. She felt tingly at the feeling of her wife having sex with another mare. If Gleaming Shield had to admit that his sex life with his wife was getting rather dull, now that she was a mare this opened up a whole new world of discovery for the both of them. And that is also why she felt so inclined to find the solution to this problem, it felt dirty and wrong. Like she was committing some sort of sin doing this. She sat up and wrapped herself in her hooves. Was she technically now a fillyfooler? And what would other ponies think of her like this. Shining Armor had a reputation to uphold and what would people think if they saw only half of the royal couple?

Gleaming Shield brought a hoof to her nose and growled to the ceiling, "Okay, I have had enough of this...who the buck are you?"

What was wrong with her? First she turns into a mare and now she is talking to the ceiling? What would other ponies think?

"I'm serious, if you are some sort of prankster I swear to the goddesses-"

'What? Do you mean me?'

"Yes. Yes I mean you."

'Oh...well...I am Eris...damn Shining I always knew that you had good listening ears but damn girl...'

"Who is Eris?"

'Oh my bad...I am Discord, but I'm Eris now...decided to go with a sex change to help narrate the story.'

"What? What do you mean? A story?"

'Yes, you are the main character of this story...you see you are-oh what...Oh sorry my bad-Never mind I am not supposed to reveal any information. If you have any problems please call the customer service desk.'

"Discord, I'm not going to ask again. What are you doing?"

'First of all, I am Eris now. I do not know who this Discord is. Second, you don't need to be hostile. All that you need to know is that you are in a story and I was the one chosen to read and narrate it...given the fact that this is the only thing relatively fun that I can do and not cause physical or psychological damage after my reformation. Being good is SO BORING!'

Gleaming Shield rolled his eyes discontentedly at the disembodied voice and suddenly let her eyes grow wide, "Wait...you mean to tell me that ponies are going to read this?"

'Well...yes and no...will ponies specifically read this? No...Will people read this? Most likely, depends on the popularity of the story. Don't ask, just sit there and be-'

"Wait! Do you know what's wrong with me?" Gleaming Shield said in desperation in her tone.

'Well for one thing you're talking to the ceiling. For the other, technically. I know that somepony has cast a spell on you...specifically who I have no idea. You have also been cursed, that I can't tell you because it would ruin the surprise.'

"But-"

Gleaming Shield shot her head over as she saw two guards burst through the door and they said, "Captain Armor we're-"

Shock and awe came across their faces, suddenly hardening at the sight of an alien mare in the royal bed. They raised their spears at Gleaming Shield and said, "What are you doing in the Royal Chambers? And what have you done with Shining Armor and the Princess? Answer us!"

Gleaming Shield raised her hooves and said defensively as they approached closer to the bed, "Fellas there is no need for-"

The one on the right stopped and sniffed something acrid, his face scrunching at the sudden smell of sex. He growled, "You...how dare you do such things to the princess! You're sick!"

He pressed his spear to Gleaming Shield's throat and said, "Woah woa woa. Lets all be civilized ponies here okay, just let me explain."

He lowered his spear slightly and being successful at lowering the guard's defenses Gleaming Shield grabbed the spear and pulled the guard into the bed slamming his head on the crystal head board. Moving slightly to make room for the unconscious guard. The other suddenly jumped to action and yelled, "Stop!"

Gleaming Shield dodged out of the reach of the other guard. She slid off the bed and slid across the soft surface of the crystal floors. She stood up tall and sprinted out of the room. The guard ordered, "Get back here! Stop there! In the name of the Crystal Empire!"

She was surprised at the speed that she had considering that she had just had sex, her legs feeling like noodles as she sprinted down the halls and trying to outrun the guards. Passing by a few, at least seven of them now chasing her. This was not exactly the way that Gleaming Shied wanted to spend her morning, running away from the guards that she taught once.

Gleaming Shield glanced at the ceiling and said in between large breaths, "Shut up."

'Just doing my job sweetheart.'

Rounding a corner she prayed that she had enough energy to outrun them. Her hooves echoing off of the walls of the citadel, sure to awaken the whole castle if given the chance. Her mind focusing on nothing else other than trying to find a way to outrun the guards.

Author's Notes:

The "..." above a paragraph means that perspective changes from one character to another, that way it doesn't feel jarring.

Well lovelies, this is my first fully fledged chapter filled clopfic. Wild Fantasies does not count because...well...that has a storyline whereas this one is pretty much going to have sex in almost every single chapter. Join Gleaming Shield on her quest to discover marehood, if there is a way to reverse the spell, and the conflict of whether or not she likes being a mare more than a stallion.

A sexual mix of the main cast and OC's. Enjoy!