“Shining, honey! Are you finished getting dressed yet?”

Shining glanced back at the closed bathroom door. He cleared his throat. “Not yet, honey!”

“Okay!” he heard Cadance call back. “Just hurry up—you’re driving me crazy with anticipation out here.”

Shining chuckled. “Crazy works for me,” he said. Then he turned to the pile of clothes on the floor.

As a rule, ponies didn’t usually wear clothes. When they did, it was usually for some social event or other purpose; guardsponies wore uniforms, nobles wore dress coats, and so on. The average pony, though, stayed in the nude—save for a very particular type of clothing, and in a very specific type of situation.

Shining’s cheeks blushed a faint red as he leaned down and nosed the pile. He took a sniff: they were scented with some kind of flower, and were warm and soft to boot. He nudged the top article from the pile and drew his head back, eyeing it carefully. A pair of bright pink panties stared back at him.

Shining resisted the urge to make sure that none of his soldiers were around. It was a silly thought anyway; he was in his apartments, with nopony around except Cadance. He’d ordered the regular guards to take the evening off; he didn’t want anypony nosing around tonight. This was their night.

And his night, he admitted. His night to indulge in something he’d never quite felt comfortable enough to try before.

He took a deep breath and levitated his “clothes” into the air. The panties were the color of cotton candy, frilled, and woven of satin. Small lace patterns traced their way across a piece of fabric skimpy enough to barely cover a small mare’s rump, let alone Shining’s own toned, muscular flank.

Mares wore these. Pretty, skinny little mares with cute butts, long eyelashes, and… He licked his lips, the image in his mind flickering as the mare’s face was replaced with his own. Between his legs, his boner throbbed.

Pretty mares wore these, he thought, the panties rippling gently in the air before him. He wanted to be pretty. Didn’t he? Cadance would call him pretty...and all he had to do was put them on.

Blushing at his own fantasies, Shining hovered the undergarment just below his belly. After pausing to make sure he had no second thoughts—his heart beat a little faster in his chest when he realized that he had absolutely none—he closed his eyes and stepped forward.

His legs slipped inside easily, the silky smooth satin like a cloud against his coat. Shining’s nostrils flared as the panties snapped in place against his rear. As soon as they’d settled in place around his rump, he relaxed, his shoulders slumping and his eyes opening. Shifting his hindquarters a bit—the string had pressed a bit too deep between his flanks, though the actual fabric felt incredible—he took another breath, looked toward the mirror, and slowly rotated his body.

Saying he didn’t recognize himself would have been a complete and utter overstatement. He...well, he looked like Shining Armor, prince and general of the Crystal Empire.

Wearing a pair of frilly pink panties.

A shiver went down his spine. But he’d be damned if he didn’t look damn good in them.

He shifted his weight to his far side, hefting his near flank a bit higher in the air. Shining Armor watched with blushing approval as his rump flexed against the panties. His muscular flank more than stretched them to their limit, but he didn’t care.

His stallionhood was at least partially clad as well. His big, heavy balls were wrapped in a cute pink fabric. Somehow, they seemed even more obscene than when he was completely unclothed. His member, meanwhile, was a hopeless case; far too big and thick to fit alongside the bulge his balls made, it flopped happily below his belly, growing stiffer and warmer by the minute.

Hesitantly, Shining reached back and laid a hoof on his rump. He caressed the soft fabric, felt the contours of his own flank. The panties wrinkled cutely at his touch, the lace rubbing against his coat. Shining grinned uncertainly, but felt a fluttering of pride in his chest. He looked good. He looked...cute.

But, he thought, considering the pile of clothes remaining on the floor, not cute enough.

He’d known that the first step would be the hardest. But now...with a pair of cute, frilly panties clinging tight to his rear, Shining felt like he could do anything. His grin widening, he grabbed the first piece of clothing he saw.

It was a pair of socks, criss-crossed with black stripes and a deep, heated purple. His blush deepened. The last pony he’d seen wearing a pair of socks like these had been on an advertisement in the Canterlot red light district.

(Not that he’d ever been there or anything. He was married, thank you very much)

It took him only a second to locate the matching pair. He slipped those on easily. The poofy cotton felt incredibly soft and warm; they felt so comfortable that for a second he wondered why he didn’t just wear them all the time.

Shining slipped them up to his forearms, tugging the ones on his forelegs up with his teeth. As he snapped them into place, he shuffled his hooves a few times, unused to being unable to feel the texture of the floor beneath him. But somehow, this felt so much better.

He smiled to himself when he caught a glance of his hindquarters. The top of his back socks tapered off right below his haunches, leaving a good five inches of his flank bare to the world before the panties picked up. Somehow, he felt like the covering did very little to actually conceal. If anything, he thought, looking approvingly over his flanks, it just hinted even more at what awaited beneath. His member bobbed encouragingly beneath his belly.

He glanced back at the pile. There were just two things left. The first, a slim bodice bearing the same colors as the socks, he fastened around his waist without too much trouble; he just had to suck in his belly a little bit to make it fit. The second, a cute pink bow, he levitated beside himself as he turned back to the mirror for the finishing touch.

Picking up a brush from the counter, Shining took a few moments to brush his mane down out of its usual ruffled state. It fell down in smooth waves, curling around the bottom of his neck. By the time he felt ready to pin the bow on, he barely recognized it anyway. It was a cute, feminine look—almost, part of his mind breathed, beautiful.

Once he’d added the bow, Shining took a step back and took himself in.

A pretty mare, eyes downcast, demurely stared back. A rosy red blush flickered across her cheeks, though the sides of her muzzle were curved upward. The socks, bodice, and panties alike clung to every curve of her body, shifting alluringly with every little twitch. Shining’s breath caught in his chest as he looked up and met her—his—eyes. Those, at least, he recognized.

He took a moment to admire the thick, black flare bobbing between his legs. At a huge twenty inches, Shining Armor’s member was a bit of a legend among the guards. Ponies who’d seen him in the showers whispered about his length to the new recruits—or at least they had in Canterlot. It didn’t seem like any of the crystal ponies were willing to let those particular conversations reach his ears, but he’d caught the sideways glances, the wide eyes in the shower room.

He’d always been at least somewhat proud of it. Cadance had been the first mare able to take his entire length. Even now, surrounded by frills and wrapped in femininity, his bobbing shaft wasn’t diminished in anyway. It still oozed masculinity—literally, even: a drop of pre, a product of Shining’s budding arousal, slowly beaded at the tip before falling to the floor. Shining shuddered. From the way his balls were pressed together in his panties, there was a lot more where that came from.

No; his stallionhood was still there, strong and virile. Shining took a moment to consider his reflection before realization struck. It was there—but he felt almost separate from it. As though it belonged to another pony. That Shining Armor was strong, proud, masculine.

The Shining Armor who met his eye now was slim, feminine, meek. Pretty. A lump rose in his throat, and he wasn’t sure whether he wanted to laugh or cry. Beautiful, even. He just hoped that Cadance would think the same.

Shining inhaled slowly, turned, and opened the bathroom door.

“Honey?” he said in a small voice, poking his head out. “I—I’m finished.”

“Come out, then,” a voice called back. It was low, sultry, growling. “I want to see what my pretty little mare looks like.”

Pink tinging his cheeks again, Shining raised a hoof, hesitated, and then placed it back down on the carpet. He stepped out of the bathroom, his chin lowered, and raised his eyes to the bed.

Usually, if Cadance went clothed at all, she did so in a prim, sleek dress of conservative blue silk. Not tonight. Tonight, she’d taken on another role entirely.

A pair of dark black “socks”—well, hoof-covers, shiny, with a leather trim—covered her legs to just above the knee. Her mane was tied back behind her neck. A black leather belt encircled her waist, studded with small metal spikes. Attached to it was a pair of panties stretched tight over her rear—though not stretched so wide as to cover her Cutie Marks. There had been a faint smirk playing across her face as he’d entered the bedroom, though that vanished now into a gasp.

Shining was only slightly taken aback by her appearance. Of course, he’d known what she’d be changing into as well—they’d gone shopping for these clothes together, after all—but seeing her like this was an entirely different experience. Her outfit oozed power—control—even a strength edging on masculinity. But above all else, though this mixed with the power, it oozed sex.

A small squeak escaped Shining’s muzzle—just as Cadance flung herself off of the bed and encircled him with her arms.

“Shiny!” she squealed. The illusion shattered into tiny pieces. “You look adorable!”

“I—oof,” he grunted. “Adorable?” he asked, slightly hesitantly. “I—really?”

“Well.” Cadance planted a kiss on his muzzle, then pulled back. Her hooves squeezed his shoulders. She eyed him, a smile playing across her face as she evaluated his outfit. “Of course. I can’t say I’ve ever seen a prettier mare in my life.”

Pretty. His heart skipped a beat. “You—you really think so?”

“Let’s find out.” Cadance winked and leaned a shoulder against the bed. “Why don’t you turn around for me?”

“T-turn around?”

“A little spin. Not too fast,” she added as he glanced down at his hooves. “Just...enough to give me a little show.”

His blush burned a little harder when she blew him a kiss at the end, but that was all. A little show for Cadance. Yeah. He could do that. Pretty mares liked giving shows. It made them feel good—and he wanted to feel good.

So, obligingly, he began with a little quarter turn. His hooves sidled a bit awkwardly, unused to the tension of the panties across his rear, but he settled into it easy enough.

“What do you think?” he asked. He held up a hoof to his chest and grinned. It was less awkward this time.

“I like it,” Cadance said. “You pull it off nicely. Keep going?”

Shining turned until his rear was facing Cadance. From the full mirror on the wall before him, he could make out her figure on the bed. She had both hooves in her lap, and a broad smile on her face.

Feeling a small burst of confidence from Cadance’s apparent approval, Shining lifted his rear an inch or two and gently swished his tail from side to side. His panties rumpled over his rear, his tail muscles pushing them across his flank. Cadance’s eyes widened, and she gave a high-pitched whistle.

“Very nice,” she said. “How about you lift that tail up all the way for me?”

Shining blinked. At first he hesitated. Up till now, all he’d done was put on some flashy clothes, maybe saunter a little bit in them. But lifting his tail...that made him vulnerable. Presenting himself to Cadance wasn’t such an alien idea—gods knew they’d had kinkier sex than this before—but this was the first time that doing so really exposed him.

He loved it. His erection throbbed against his stomach, his panties stretching beneath the weight of his filling balls. Blushing slightly, Shining raised his tail high, exposing the rest of the panties to her.

His taint was hidden, of course, concealed beneath a millimeter of pink, lacy fabric. His bulge showed rather prominently; protruding between his hind legs, his satin-covered balls were fat and round to any discerning eye. An approving look in her eye, Cadance slid herself off the bed and made her way over.

“Well?” Shining asked. “What do you think, honey?”

Cadance stopped just behind him and laid a hoof on his waist. As captain of the Guard, Shining’s physique had always been muscular—but now, with the bodice around his waist, he seemed so much slender, his thick musculature melting away into curves. “I think you look amazing.”

Her hoof slid down past his hips, brushing against the edge of his panties. Her touch was soft and warm, and a tingle went up his spine as she casually rubbed his side. “Really?”

“Really,” she echoed. She leaned in toward him and took a long, sensual sniff. “Mm. What’s that smell? Bubble bath?”

Shining shivered as Cadance massaged his flanks. “R-raspberry,” he mumbled.

“Oh?” Cadance sounded amused. “My little mare likes to be pampered, doesn’t she?”

She does, he thought. Her little mare…

Some part of his mind, some dark corner, fought back. You aren’t Cadance’s mare, it told him. You’re Captain—no, General Shining Armor, prince of an entire empire. You’re a soldier, not some kind of two-bit mare.

He stayed quiet for a second, as Cadance continued to explore the way his panties stretched across his rump. Maybe, he told the voice, but that was another Shining Armor. Another pony, for another time. Maybe tomorrow he would be General Armor again, giving orders and marching troops…

A shiver danced down his spine. But tonight, he didn’t have to be. Tonight, he could just be Shining Armor, a cute little mare who liked to be pampered. And maybe one who didn’t have to give orders—or even liked to receive them.

There was a small smile on his muzzle.

“Yeah,” he said. “Yes, she does.”

“Excellent.” Cadance squeezed his rump a final time before letting her hooves fall away. Instantly, Shining was left yearning for her touch—not just because he was so used to it, though that did play a part. But because it made him feel safe, comfortable in a skin that he was still settling into.

But the look in her eyes reassured him. She stepped back, nodded to herself, and smiled. “Now,” she said, drawing out the word. “Let’s see you strut your stuff.”

“Huh?”

“Show’s still rolling, honey,” she teased. “Come on. Give me a little walkway strut—say, just over to the dresser and back.”

“Um,” he said. “Okay.” He took a breath, then took a step. And another.

“Put a little swing into it,” she urged. “Sway your hips a little.”

Shining had thought that he’d managed to get rid of his blush. Nope. He could feel his cheeks heating up again. Lifting his hind leg a little higher on the next step, he felt his rump rising the same distance up and out, his waist curving out to the side with it. Hoof down, next leg up.

Soon, he found himself falling into an easy rhythm, his hips swaying from side to side as he sauntered across the floor. His stallionhood swayed with him, his lace-clad balls knocking gently against the insides of his legs with every step. The exaggerated motion of his hips and flank set the panties sliding across his rear as well, the fabric squeezing his flanks a bit more tightly every time his knee came up beside his belly.

By the time he got to the dresser, Shining had an almost cocky swing to his step. The other mares he’d seen in this kind of outfit knew how good they looked, and weren’t afraid to show it. The feminine sway to his hips was accompanied by his swishing tail, which curled suggestively around his leg every other step.

Shining loved it. There was no mistaking it. He felt—

“You’re so cute!”

—beautiful.

He sighed and smiled good-naturedly. That would work too.

Cadance clapped appreciatively as Shining turned on his instep to face her. He started into a bow, and just barely remembered to turn it into a curtsy. Cadance giggled as his rear pushed up into the air, his right foreleg sweeping out beside him.

“Bravo!” she called out, still giggling and clapping. Then her giggling ceased, and a darker, more confident smirk crossed her face. She held up a hoof and twitched it, beckoning him back. “Now come back here, my pretty little filly.”

When Shining reached the foot of the bed, Cadance curled a hoof around his neck and gently forced his head down into a kiss. He accepted it eagerly, her lips latching onto his. She kissed him hungrily, her tongue delving into his mouth as her hooves massaged his shoulders, teasing at the top of his bodice.

“You’re my little mare,” she murmured, pulling away briefly and squeezing him tightly. “My pretty little mare.”

He moaned into the kiss as she rubbed at a sensitive spot just behind his right foreleg. She knew just the right spot to get him heated, just the right buttons to press to get him going. On any other night, he would have grabbed the reins, swept her toward his chest—but tonight, he let her keep control, directing him, teasing him, and in all the right ways.

Her hoof twisted around his. Cadance’s lips were candy-sweet against his own, and Shining savored them. His tail swished eagerly behind him, his erection getting harder as he all but melted into her grasp—

There came a knock on the door.

Shining instantly jerked away. A line of saliva ran down his muzzle, and he wiped it off, wide-eyed. “What the heck?” he choked out. “I thought I told all the guards to leave us alone tonight.”

“You did,” Cadance said. “It’s somepony else.”

“How could you know that?”

Her eyes flickered over to the clock on the wall. “Because I invited them.”

“Invited?” Shining choked on the word. “I—but you knew—“

“I did,” Cadance said. She grinned apologetically. “Sorry, Shiny. I wanted it to be a surprise.”

What? “What?” Shining’s eyes darted nervously around the room. “Cadance, honey. I definitely don’t think I want anypony coming in and seeing me like this.” And wasn’t this supposed to be our private night? he thought.

There was another knock on the door: louder, firmer. Cadance pursed her lips and glanced in its direction. “Look,” she said, wincing. “You’ll like it, I promise. Just...hide behind the bed or something, okay? I promise, if you don’t want to come out, you won’t have to.”

Shining tried to muster up a retort, but failed. His shoulders slumped. “Okay,” he said, grinning slightly. “I trust you.”

Cadance smiled back. She squeezed his hoof. “Love you, sweetie.”

“You too.”

As Cadance made her way to the door, Shining all but dove behind the bed. Just as a third knock rang out through the room, the door clicked open—

Shining checked to make sure his horn wasn’t visible above the mattress.

—and a familiar voice rang out. Next Chapter: Chapter II: A Real Stallion Estimated time remaining: 49 Minutes