Author's Notes:

Chapter contains: amazonian mares and femdom.

Moondancer stirred her cup of tea as she walked back to her desk to study. The library had gotten in a first edition spell book penned by Clover the Clever herself and she jumped at the chance to study it. The tome laid open on her desk, a notepad with her observations sitting next to it. She took her seat and placed her cup as far from the priceless book as she possibly could.

“Let’s see what secrets await~” Moondancer proclaimed giddily, cracking the book open. She skimmed the pages, looking for one or more interesting spells.

The first few pages contained simple charms, things like making an object glow in the dark or make a sound when a pony approached in case it got lost. She paused on a particular spell labeled ‘Stolen Growth’. Reading over the page, she couldn’t help but think of the possibilities. She tapped her quill against her chin as she thought about what the spell could do. Judging by the wording of the spell, she’d need somepony else to help her.

“But who...?”

She briefly considered asking her friends, but Twilight was too busy with her duties as princess and Minuette refused to help her with spells ever since that fire broke out. An idea clicked in her head. That pretty boy guard who always walked by every day. Ignoring her. Yes, he’d do just fine. She pushed away from her desk and headed for the door. She paused just before opening it, making sure she wasn’t forgetting a critical article of clothing in her eagerness. Once she was sure she was fully dressed, she walked out into the streets of Canterlot and headed for the path she knew the guard followed.

Still being early in the morning, the streets were relatively empty. Moon took up a hiding spot around a corner, peeking out every so often. After about an hour or so of waiting, her target came into view. His golden colored armor shined brightly in the early morning sun and he had a more relaxed posture than the average royal guard.

“Here we go...” Moon summoned up her magic, sending a bolt directly into his chest.

The guard grunted before flaring his wings out, dropping into a defensive stance and whipping his head around to look for his attacker.

Moon ducked back down, her body shaking with adrenaline. A light tingling over her body told her the spell was already working. She peeked out again, watching him. He faltered on his hooves, a faint glow visible around him as the spell took effect on him as well.

Taking a step out, Moon cleared her throat. “Hello there.”

The guard regained his footing and resumed his stance, only to drop it when he saw Moondancer. “Hello ma’am. Did you see the pony who attacked me?”

“Somepony attacked you?” Moon asked, trying to sound surprised.

“Yeah, somepony hit me with a magic bolt.” He relaxed a little, rubbing his shoulder and rolling his neck to pop it. “Probably just some kid playing a prank, but it’s not like I can just let that sorta thing go.”

Already, Moon could feel her clothes starting to strain. Not all that much, but they clung to her much more than before. She couldn’t say the same for the guard, whose helmet was starting to slide down into his face.

He blinked, adjusting the helmet and tightening the strap under his chin. “What the hay?” he muttered under his breath. “I know I had this right before leaving this morning.”

“You know,” Moon started, keeping her eyes on him. “I think I might just know you hit you.”

His eyes lit up a bit. “Really? Thanks ma’am. I really didn’t want to spend all day on this.”

“I think.” Moon tapped her cheek. “It might have been a mare. A mare whose had her eye on you for awhile.” She tried to fight off a grin, as they leveled out in height. At least for the moment. “A mare you’ve constantly ignored.”

The guard blinked again. “Um, am I going crazy or did you just get taller?” He subtly looked her over. “And uh, is your turtleneck more ill-fitting than it was just a second ago?”

Moondancer grinned, reaching out and grabbing his wrist. “Yes, yes it is.” She turned, finding she had no trouble at all, dragging him to her home.

The only issue was his constant struggling and complaining as she shut the door behind them. Luckily, nopony was milling about at the time so she had no problem getting him inside. She gave him a little push, snickering as he struggled to regain his balance.

He put his hand on the couch behind him to keep himself from toppling over. “Okay, what spell did you use on me?”

“The best kind.” Moondancer sashayed over to him, now at least a head taller. She gently cupped his chin, letting his helmet fall over his face. “I’m in charge now, little stallion.”

The guard pulled his helmet off, his spiky blue mane barely moving as he did. “Ma’am, if you stop whatever this is now, I promise you won’t face any charges.”

“Oh no.” She leaned down, letting her growing breasts hang in front of his face. “I’m tired of being ignored by you.” She pointedly poked his chest. “You’re going to stay right here.”

“Ma’am, I wasn’t trying to ignore you, I was just doing my normal patrols. Whenever I saw you, you never looked like you were going to commit a-”

Moon clamped a hand over his muzzle. “Well, now I have your undivided attention.” Moon shuddered the sound of ripping fabric filling the air. Her pants were starting to give under her continued growth.

The guard’s eyes widened a bit as he took in how tight her clothes were getting on her, his own armor getting looser.

“Let’s get you out of that armor, shall we?” Moon didn’t wait for an answer, already working on his arms. She tossed the gauntlets behind her carelessly, letting them clatter to the floor before reaching for his chest piece.

“Ma’am!” he pleaded, desperately trying to keep her hands away. “Please stop!”

Moon grabbed his wrists and smirked at him. “I already told you, I’m in charge here. Now, be a good boy and let me get this heavy armor off of you.” She lit her horn, quickly removing his chest piece. “Aw, look at that, all your muscle is going poof.”

“So you used some sort of muscle siphoning spell on me?” the guard asked, giving her a hard look. “I’ve never been told about something like that.”

Moon just grinned, leaning down into his face. Her pants finally gave out, falling apart, leaving her in an increasingly strained pair of panties. The guard’s eyes darted around, desperate to avoid staring at her. Eventually, his eyes settled on the open spellbook on the desk.

Moon traced a finger over his chest. “Enjoying the show?”

“Can’t say that I am seeing as I’m losing a lot of hard work,” he replied, thinking of a plan to get the spellbook to his superiors. “Do you know how nasty protein shakes are?”

“I wouldn’t know.” She moved onto his lower half, getting his legs uncovered.

He grumbled, a sense of discomfort growing as he was left in his boxers in front of her. He didn’t say anything though, still working out how to get his hands on the book and get out.

“You seem to be enjoying this~” Moon taunted, looking down at his tented boxers. His erection being the only thing keeping them on.

He blushed, shifting on his hooves in an attempt to keep the tent from her view. “What can I say, nerdy girls are cute? And so are toned girls. You happen to be both now.”

She grabbed the hem of his boxers, easily ripping them off him. “Oops.”

His blush grew and he hastily used his hands to cover his crotch.

Moon snickered, placing her elbow on his head. The poor guy was just about eye level with her breasts.

“So, why me?” the guard asked, trying to distract himself from his embarrassment.

“Because I think you’re hot.” She eased him down to his knees, moving his head to her crotch. Her panties were riding up something fierce, her slit already dripping wet.

He gulped, his erection throbbing at the sight. “Is that all? Are looks the most important thing to you? I am more than a pretty face. At least, I like to think I am.”

“No, I’m not in it just for looks, but, you just kept ignoring me!” She pushed her crotch into his face.

His pupils contracted into pinpricks as her scent wafted into his nostrils. He could smell the need coming off of her and it caused a primal part of his mind to rear its head.

“Go on~” she encouraged.

He reached up, pulling her panties to the side to bury his muzzle in her bared slit. He let his tongue hang out, giving her a few quick licks.

Moondancer moaned, placing her hands on his head. “That’s the spot~”

He let his hands rest on her hips as he continued to dab at her folds. He then decided to use a trick he had overheard in the guard barracks and started to move his tongue to trace out the letters of the alphabet on her slit.

Moondance moaned louder, tugging on his ears. “Yes! Like that!”

He grunted in irritation at having his ears manhandled, though a bead of pre formed at the tip of his length. He’d have to file that away for later as he finished tracing the last letter in the alphabet.

Moondancer panted, her juices all over his face. He pulled back, licking his lips in a vain attempt to clean himself up. She reached down, grabbing his dick. “Ready to use this, small fry?”

“Does it matter if I am? You’re in charge, right?”

Moon pushed him onto his back, tearing off her panties. “Good answer.”

The guard gulped, watching her hover over him with a devious smirk on her face. ‘Okay Flash, you just have to do this until she falls asleep. Then you can grab the book and the court mages can undo this spell,’ he thought.

Moon slid down onto Flash’s erection, letting out a long moan. She leaned over him, her wool covered breasts dangling above his head. Flash shuddered, her legs and inner muscles clamping tight around him. He brought his hands up, tugging at the bottom of her turtleneck.

“Maybe we should let the sweater puppies out?” he joked.

“Hm... you do deserve a reward.” She took off her turtleneck, tossing it over with his armor.

Flash had to stop his mouth from watering when he caught sight of her bountiful chest as it bounced from being freed. The smallest he’d put her breasts at would be DD cups.

Noting his look, she shoved her breasts into his face. Flash couldn’t resist and nuzzled into her breasts, relishing in being enveloped in their pillowy softness. He brought his hands up, giving the soft mounds a squeeze. Moon shuddered and moaned, starting to bounce on his lap in a steady rhythm.

“Damn, your tits are huge...” Flash muttered, tugging on her nipples.

Moon groaned, a faint hint of pride swelling in her chest from the praise. “It’s a common trait in mares on my mother’s side of the family,” Moon explained, reaching back to tease his wings.

Flash bit his lip, feeling his wings start to stiffen. “O-oh yeah?”

Moon nodded, her fingers dancing along his flight muscles. “Mhmm, and I’m on the smaller side compared to some mares in the family. Aunt Tango Twist’s breasts make her look like she smuggles watermelons in her dresses.” She was glad she had studied that book on erotic ways to tease lovers. Pegasi wings were the best way to get a pegasus off. The book had specifically mentioned to start by tracing their wing bones and flight muscles before moving on to preening their feathers to maximize and draw out pleasure. It seemed to be right on the money if the muffled moans coming from Flash were any indication.

“Y-you’re pretty good with your hands...” Flash muttered out, his wings pomfing out.

“A lot of practice on myself~” she answered in a husk, moving her hips a little faster and filling the room with lewd smacks. “Usually while picturing you.”

Flash grunted, watching her breasts bounce up and down. They were almost hypnotic. “D-do that a lot?”

“Every time I managed to see you during your patrols,” she answered, running her fingers through his feathers. “Sometimes I thought about committing a petty crime so you’d arrest me. Then I pictured you handcuffing my hands behind my back and dragging me into an alley so you could have your way with me.”

Flash would’ve laughed were it not for the masterful ministrations Moon was giving his wings. Her fantasy sounded straight out of a trashy romance novel. “Give me back my muscles, and I can make that happen for you.”

"No, I think I'll keep them," she responded, pulling a loose feather out. "I like being strong."

He shuddered the bit of pain dulled by the pleasure he was receiving. “What, so you want me to earn it all back and then some?”

"Can you gain back two feet in height?" She asked, flicking his ear.

Flash grunted, hiding the hit to his pride. “There’s a potion maker in the Everfree Forest, she might be able to help. I’d like being able to reach shelves without flying indoors.”

It was humiliating. If he had to guess, he had been shrunken to an even five feet. Directly level with her breasts. All trace of muscle had been transferred to her, leaving hm with the scrawny physique he sported in high school.

He was lucky to have met a coach in high school that when he’d failed to join the flight team for wing sprints, told him to focus on flying technique and strength. That had ultimately led him to pursuing guard work.

"Nah," Moondancer said dismissively, moving a hand down to grab his crotch. "I like you small."

Flash winced, her touch not gentle in the slightest. “Gah, careful with that.”

"Or what?" She asked, rubbing his two precious orbs in her palm. "You're just a little shrimp."

Flash gazed at Moon skeptically, it was rather obvious that her new size and bulk were going to her head. “Please be careful with that.”

Leaning down, Moondancer kissed his nose. "Alright, since you asked so nicely." Giving them a light squeeze, she moved onto his raging erection. "Looks like you need some attention."

“You’ve given me a lot already,” Flash said, a dull ache persisting in his balls. “So how about instead of an exchange, we work to make each other feel good together?”

Giggling, Moondancer smothered him with her breasts. "Oh, I'd like that very much." Without much effect, she swept him off his hooves and made her way to her bed.

Somehow, being carried like a blushing bride somehow felt nice and humiliating all at once. He was only glad that his buddies in the guard couldn’t see him like this. Her muscles did feel nice, as did her soft breasts. Which were smooshed up against him. Trying to relax, he focused on the feeling of her breasts pressed against his back. As she walked up the steps, they rubbed up and down his spine.

Moondancer was beside herself. The spell worked perfectly! Here she was, an out and put marizon, with the object of her affection under her thumb. She had never felt this good, she never wanted it to end. And judging by Flash’s compliance, it seemed like it didn’t have to end. Her gaze fell between his legs, his erection bobbing softly with her stride. She picked up her pace, crossing the threshold into her room and gently laying her diminutive stallion on her bed.

Flash gulped, looking up at the mare towering over him. "Have you uh... Done this before?"

“No, I was a recluse until recently,” Moondancer answered, toying with her lower lips as she crawled atop him. “So I plan on making up for lost time.” She straddled his hips, dragging her ass up and down his dick. "What? Afraid you won't live up?"

“It’s hard to stand up to a fantasy,” Flash admitted, putting his hands on her thighs. “Especially the one of a pretty and imaginative mare.” He gave her thighs a gentle squeeze, getting a feel of her muscles hidden beneath her plush fur.

Moondancer shivered, biting her lip. "Well, just do your best." Dangling her breasts in front of his face, she winked in an attempt at seduction.

It worked, Flash finding her clumsy attempt irresistible. Even with her new muscular form, she still found a way to be cute in his eyes. He moved one of his hands down to his dick and lined it up with her folds. “You wanna take the plunge or should I make the first move here?” he asked.

"Please me, little stallion," she commanded, slapping his cutie mark.

Flash grunted, seeing a hand print on his ass in the corner of his eye. Feeling bold, he thrust his hips up and buried himself to the hilt into Moondancer with one smooth thrust. He was rewarded with a rather pleasing moan. He took that as a hint to keep going, thrusting with a steady rhythm right out of the gate.

Grabbing Flash's head, she practically jammed her tit into his face. "Don't leave the rest of me out."

He never was one to disobey an order, so he opened his mouth and latched onto the offered tit, lightly grazing her nipple with his teeth every so often. Her squeals were a much needed boost to his ego. Bringing his other hand up, he began to pinch and tug at her other nipple. His wings flared out, losing himself in the act. Her legs squeezed around his hips, locking him into place and left him unable to do much more than continuing his thrusts.

It felt so good but it wasn't enough. Moondancer lifted him up again, pinning him to the wall. "Oh Faust you’re so light," she breathed, moving her hips against his.

“For someone who’s fantasy was to be taken advantage of, you sure do seem to like being in charge,” Flash teased, coming up for air from the valley of her cleavage.

"Perhaps my dream changed?" Grabbing his ass, she squeezed his cutie marks. "I'm in charge now, got it?" She accentuated her point by spanking both his marks. "Well?"

“Does that mean there’s gonna be handcuffs in my future?” Flash asked, having no choice but to enjoy the ride. She made up for her inexperience with her sheer enthusiasm. He had a feeling that he’d have bruises in the morning, but he couldn’t bring himself to care.

"Damn right," Moondancer said, nipping at his ear. "Now, I didn't tell you you could stop sucking, did I?"

“You’re pretty hot when you’re confident,” Flash told her, returning to his duties. He bit down gently on a nipple, grinding it between his teeth.

Moondancer moaned happily, trying desperately to keep up her domineering facade. She focused on moving her hips, finding a shaky rhythm as she went. "That's it, just like that," she praised, nipping at his ear.

Flash didn’t know how long he could last, her earlier preening and wing rub had left him wound up. He could only hold on and do what he could to ensure she got off too. Closing his eyes, he put all his attention to her chest, nibbling, pinching, pulling, doing every trick he had ever learned and whatever else could pop into his head.

It was an odd experience, being the one getting fucked against the wall. To be the one in her control. It was... enlightening how even someone as inexperienced as her could make him like this situation. Was there a part of him that had always liked a mare dominating him? He couldn’t say that he had seen that coming.

Moondancer panted, unaccustomed to her new build. Her saving grace was the closeness of her orgasm. "You ready, tiny guy? Let's see if you can fill me up."

“Y-yeah,” Flash agreed in a pant. “I’m hangin’ on by a thread here.”

"Then just let go." Stepping away from the wall, she took hold of his hips, moving him in and out herself. "Come on, what are you waiting for." Falling back on the bed, she nearly screamed as her climax overtook her.

Flash quickly joined her, his wings stiffening up and his body twitching as his orgasm rocked him. Grunting, he turned her insides white before letting his face drop into her cleavage.

Moondancer sighed happily, spreading herself out on her bed. “Y-yeah, I like my new muscles.” Wrapping an arm around Flash, she rubbed his back. "You aren't really going to turn me in, are you?"

Flash thought it over, a battle of morals going on in his head. In the end, he could only say. “I don’t think that’ll be necessary.”

"Good boy," she praised, patting his head. That was a weight off her chest. One of them at least. "I hope you know I'm not giving it back," she said, a smile on her face. "Maybe if you keep being good I'll consider it."

“Hmm, then how about dinner and a movie soon?” Flash offered with a smile. “I should get started on being good.”

Moondancer nodded, stifling a yawn. "What are you going to tell the guard?"

“Spell went awry, both of us got caught in the crossfire and the suspect eluded me in my new form.”

"Good...but now...that's enough talking..." Holding him like a teddy bear, Moondancer stole a kiss. "Let's just sleep now..." She dozed off mid-sentence, snoring.

Chuckling and shaking his head, Flash couldn’t help but wonder what he’d gotten himself into while he settled in to sleep. Closing his eyes, it took him only a moment to follow her to the dreamlands.