Blueblood walked down the moonlit streets of Canterlot with a confident smile on his face. Earlier that morning he had been given a letter from a secret admirer who wanted to meet him. And judging from the mystery mare’s letter, this was an offer he couldn't refuse. He continued down the street, imagining what this mare might look like. Just as he started to feel his pants constricting from his fantasies, he arrived outside the letter’s described meeting place.

He opened the door, walking inside. “Hello!” he called out, taking in his surroundings. He closed the door behind him, the room darkening further as he did. “Is the one who sent me the letter here?”

“I’m in here~” a vaguely familiar voice called out, beckoning him further in. His smile grew, carefully placing his jacket on a rack next to the door. He followed the voice until he stopped in front of another door. He gave himself a quick once over, making sure he looked perfect before walking into the room with his mystery mare.

“I’ve been picturing this moment all day,” Blueblood said, closing the door to the room. “Your letter was just… stunning.”

“I’m glad you thought so.” The mare spoke, moving over from behind a changing screen. She was a nice white color, her mane a gorgeous shade of purple. “I’m so happy you could come.” she purred, walking over to him. The little part of Blueblood’s mind that was logical went to full alert, causing his eyes to widen in realization.

“Y-you… but you're the mare from the Gala Miss… Rarity,” He said, the name coming to him after a moment of thought.

“Well I’m certainly surprised you remember my name.” She grinned, lighting her horn up, locking the door.

“I-I try not to forget the names of mares when they stand out,” he gulped. “And the night we met certainly does stand out quite a bit.”

“Oh yes, what a dreadful night that was,” she scoffed, “Which, as I recall was your fault.”

“...I may or may not have been a bit… insufferable that night,” Blueblood admitted, wondering what the mare in front of him had planned. “And, after a long lecture from Auntie, I have been trying to change my ways.”

“Oh really? Forgive me if I don’t believe that,” she huffed, moving closer, backing up against the door.

“It's true,” he insisted, his mind telling him to run. “I don’t yell at castle staff over ridiculous things, and I’ve even helped Auntie look over her paperwork when it really piles up.”

“Perhaps I can go easy on you...” she touched his cheek, looking into his eyes.

“Th-thank you,” he said with a sigh. “I’d like it if we could start from square one. I regret how I treated you that night, honest.”

She smiled, pulling away. As she walked, she let her dress slip down, revealing her lacy lingerie. “Tell me Bluey, have you ever pleased a mare?” she got onto the bed, positioning herself so a pillow covered her lap.

“W-well, if I’m being completely honest, no,” he gulped, his eyes roaming over her body. The black lingerie contrasting nicely against her white fur, hugging her body in a way that accentuated her figure perfectly.. “I-I’ve been a bit of a selfish lover.”

“We’ll just have to change that, wont we?” she asked, taking off her bra, allowing her C cup breasts to hang free. She giggled tossing them at him. He stared at her chest, dumbfounded. His pants tightened instantly, leaving him shifting uncomfortably on his legs. The logical part of his brain was screaming that this was a trap, but he stomped it down, joining her on the bed. She reached down, slipping her panties off, again tossing them at him, though this time, they caught his horn, hanging in front of his face.

“I was such an idiot that night,” Blueblood said to himself. He was too busy staring at her breasts to notice the glow of her horn or the sudden lack of any tightness in his pants. “What do you want me to do first?” he asked.

“I’m so glad you asked...” Rarity grinned, gently grabbing his head, moving it down to her obscured crotch.

“So you want me to eat you out,” he commented with a smile.”I could do that for you.”

“Well... not quite...” she removed the pillow, revealing a rock hard erection.

“Umm…” Blueblood blinked, his mind shorting out from the sight. “Miss Rarity… has that always been between your legs?”

“Not until you joined me on the bed my dear,” she giggled. She grabbed his head, rubbing the tip against his lips. That comment sent a jolt through him. He frantically slipped a hand into his pants only to find no trace of his dick and balls.

“Oh no,” he muttered, staring up at Rarity with awe and horror.

“Oh yes,” Rarity replied, slipping it into his gaping mouth. Blueblood gagged slightly, but let her continue pressing forward. She literally had him by the balls. He figured compliance was his best course of action. Blueblood took a deep breath through his nose, holding onto Rarity’s waist to steady himself.

“How does it taste hmm?” she asked, wrapping a hand around his horn. Blueblood shuddered a bit, the mare’s soft hand feeling nice on his horn despite being fed his own dick. “If you want more you better start sucking~” He complied, closing his eyes as he slid down, weakly batting his tongue against the shaft on the way down. “Ooh... that's certainly different...” she gasped, squeezing his horn. He moaned at her grip, sending vibrations along the member in his mouth. On a whim, he decided to slide one of his hands from Rarity’s waist and onto her plush ass. He gave one of the cheeks a soft squeeze to gauge her reaction. She smiled, grabbing his hair, giving it a light tug. He let out a strangled gurgle, putting his hand right back onto her waist. “No. no, go right ahead.” she leaned down, licking the tip of his horn.

Blueblood moaned again, taking his hands and softly holding Rarity by the cutie marks, kneading her ass gently. He rubbed his legs together, feeling an unfamiliar heat building in his crotch. He ignored it, instead focusing on Rarity’s perfect ass as he finally fit all of her… his dick inside his mouth. He stayed like that a moment, weakly working his tongue on the base.

“Ooh...” she closed her eyes, massaging his horn, “Such a good little dick sucker aren’t you?” she asked, starting to move her hips. Blueblood blushed at the comment, but he was unable to say anything as he was forced to bob his head along to her hip movements. She picked up speed, biting her lip at all the new sensations. He gagged slightly, the tip battering against the entrance of his throat multiple times. He clenched his eyes shut while holding onto Rarity’s ass for dear life.”I’m close~” she sing songed, nearly ramming in and out of his mouth. Blueblood couldn’t take much more of the abuse, lighting up his horn to stroke Rarity’s new cock with his magic while he swirled his tongue around the shaft, tip, everything. She shuddered, giving one last thrust, hilting herself, cumming hard. She smiled, panting heavily, falling back on her ass. “Be sure to swallow~” He did as she said, tilting his head back and forcing himself to swallow the thick payload. He opened his mouth, showing Rarity that it was all gone.

“T-there, are you satisfied?” he asked calmly.

“How did it taste?”

“Slightly bitter, and salty,” he answered, the taste refusing to leave his mouth.

“You’ll get used to it.” she pulled him up, giving him a kiss. He returned it for a few moments.

“Please, Miss Rarity, let me have my genitals back,” he pleaded, looking deep into her sapphire eyes.

“And what if I want to keep them hm?” she asked leaning back, absentmindedly stroking her softening package.

“Please don't do that,” he begged, his ears pinning to his head. “I’ll do whatever you want if you just let me have those back.”

“Just imagine it Bluey. Explaining to everyone your flat crotch. Hiding yourself away during estrus to keep from humping the next stallion you see...”

“I don’t want that to happen.” He shook his head, gulping down a lump in his throat. “Please, Miss Rarity, I’ll do anything you ask to have those back,” he begged, tears forming in the corners of his eyes.

“Oh stop with the tears.” she rolled her eyes. She laid on her back, pulling him down with her. She slid a hand down his pants, brushing her fingers against his new lips.

“Wh-what are you doing?” Blueblood panted, jerking stiff due to the contact.

“Returning the favor.” She grinned, pinching his clit.

“Ahh!” he cried, bucking his hips a bit at the contact. “Th-then can I go back to normal?” he asked, laying his head against hers.

“Nope~” she chuckled, slipping her fingers into his awaiting folds.

“Nnng, M-miss Rarity,” he panted, his tongue lolling out of his mouth.

“Yes?” she asked, slowing her pace.

“J-just keep going,” he said. “If I’m not going to get my stallionhood back, then I might as well enjoy this,” he concluded.

“That's the spirit~” she cooed, starting to thrust her fingers in. “Let me hear you moan~”

“Hah! Miss Rarity!” Blueblood cried with a throaty moan, his legs twitching.

“That's it~” she smiled, teasing his clit, “You’re just a big slut aren’t you?”

“I-I can’t help it,” Blueblood groaned. “Th-this is all new to me.” He panted, looking into her eyes.

“Better get used to it...” she smiled, stroking his cheek gently with her free hand. Blueblood lowered his head, biting back a moan as Rarity continued to thrust her fingers in and out of him, slowly picking up the pace. “I know what you want Blueblood...”

“W-well I have been telling you what I want this whole time,” Blueblood offered, biting back another moan.

“No I know what you really want, a nice set of tits~” she grinned her horn lighting up.

“Please don’t,” he squeaked, screwing his eyes shut.

“Why so afraid hm?” she asked, her voice softening. “Do you actually think I would hurt you?”

“I just… prefer being a stallion. I don’t want to be a mare,” he replied, looking back at her. “... At least, not permanently,” he added, blushing.

“Why not? Being a mare is fun.”

“Because I like being a stallion, it’s just what I’ve always been,” he answered. “But… this has felt rather nice so far,” he admitted. “Miss Rarity… I’ll do anything you want as a mare, no complaints. But please, at least consider letting me have my stallionhood back.”

“And what if I want to put a foal in you?” she asked, moving her hand down, rubbing at his stomach.

“...I did just say anything,” Blueblood gulped. “So I guess that would include giving you a foal.”

“Now Blueblood, I’m not going to do anything you don’t want me to do.” She pulled him into another kiss. Blueblood returned the kiss, relaxing against her.

“It’s okay, Miss Rarity,” he told her. “This has felt good so far. I’ll trust you on what you want to do with me next.”

“Well then this isn’t much of a punishment is it?” she let out a sheepish laugh.

“Well, you could always try something later,” Blueblood offered with a chuckle. “Something tells me that we’re going to be seeing each other more often after this.”

“I’d like that...” she smiled, giving his horn a lick.

“Mmm, that’s nice,” he moaned, holding onto her. “Well… I guess I’m as ready as I’m going to be. Go ahead, make me a full on mare,” he said, staring into her sapphire eyes.

“Are you sure?” she asked, cupping his chin. “Do you want me to make a princess out of you?”

“Well… I could always try it at least once,” he said with a weak smile. “I have always liked trying new things.”

“If you want this to stop, say so.” she frowned, starting to remove her fingers.

“I will,” he nodded. “But… something tells me I won’t be doing that.” He chuckled weakly, a blush on his cheeks.

“Do you want me to stop?” she asked, locking eyes with him. Blueblood just smiled, pulling her down into a long kiss, reaching down and gripping her by the sheath.

“Does that answer your question?” He asked, kissing Rarity on the cheek.

“Ooh...” Rarity moaned, biting her lip.

“Since that is my penis that you seem to love having, I should tell you that I know all it’s most sensitive spots,” Blueblood said, rubbing her sheath some more while his other hand cupped one of her testicles, hefting the orb lightly.

“I suppose that makes you an expert then.’ she grinned at him.

“It means I know what your new friend likes,” he replied, easily coaxing another erection from her, giving it a quick stroke.

“Oh my....” she leaned back on the bed, wrapping a hand gently around his horn.

“I think you’ve forgotten what you were supposed to be doing here,” Blueblood teased, laying down on top of her. “Do my hands really feel that good on you?”

“Yes they do...” she nodded, kissing him. “I think you deserve a reward...” she lit her horn up, placing her hands on his chest.

“And what is my reward going to be, Miss Rarity?” He asked, still stroking her length and never breaking eye contact.

“A nice big set of tits.” Blueblood moaned, a pleasurable feeling starting to spread through his chest.

“Mmm, and do you have plans for what you want to do with them?” He asked, glancing down and watching his chest start to swell.

“Plenty my dear Bluebelle~” Blueblood blushed, watching his growing breasts, biting his lip as they strained against his shirt.

“Hmm, and what do I have to do to get a voice and face that matches the rest of my body?” Bluebelle asked, running a finger against Rarity’s urethra.

“Keep that up and you’ll have foal bearing hips in no time...” she shuddered, giggling a little as his breasts tore his shirt open. Bluebelle looked down at her ruined shirt, pouting a little.

“Aww, that was my favorite shirt,” she said with a sigh. “Still, it does give me an idea. Maybe we should have some new clothes made for me if turning me into a mare becomes a regular thing?”

“I can do that. You’ll be the talk of Canterlot~” Rarity cooed, growing her breasts out to DDD.

“The only talk would be about you if we go out on the town,” Bluebelle offered, kissing Rarity’s cheek.

“As we should.” She kissed him, reaching up, squeezing her new breasts.

“But no more Galas,” Blue Belle said, giggling.

“Oh but I would love to take my special mare to the Gala, everyone looking at your swollen belly...”

“Well,” Bluebelle mused, pretending to mull it over. “Okay, but only if my special mare was there, holding my stomach with pride and danced with me.”

“But of course.” she smiled, rolling over so she was on top. She straddled her chest, slipping her erection between her breasts. Bluebelle took the hint, squeezing her breasts together so they cushioned Rarity’s length.

“My mare is so naughty~” Bluebelle teased, squeezing her breasts a little tighter. “Wanting to use my chest like this.”

“You know you like it...” Rarity chuckled, thrusting a little, the tip brushing Bluebelle’s lips.

“Well... maybe just a little.” Bluebelle giggled, giving Rarity’s tip a quick kiss as it came towards her. Rarity moaned, pushing it past her lips. Bluebelle didn’t resist, swirling her tongue around the flared head as it entered her mouth. She then started moving her chest up and down Rarity’s length while she suckled on the other mare.

“Oh yes...” Rarity moaned, moving her hips, her breasts heaving.

“Do you like that, Rarity?” Bluebelle asked, giving Rarity’s tip a quick kiss as it popped out of her mouth. “Because I’m starting to really like it. My body feels like it's on fire right now.”

“That means you're in heat dear...” Rarity giggled, kissing her horn.

“Hah!” Bluebelle moaned, stroking Rarity faster. “I-is this what it feels like to be in heat? Like your body is burning from the inside out, and like the slightest touch will cause you to burst?” She panted, looking up at Rarity, still pumping her breasts.

“Oh yes, and the longer you go without sex, the worse it gets.” Rarity nodded, reached down, teasing her nipples.

“Mmm, then don’t keep me waiting too long,” Bluebelle moaned, her legs squirming. “I would hate to have to order you as a princess~” she said, taking Rarity back into her mouth.

“Of course not...” Rarity moaned, picking up her pace, working her magic on Belle’s face. Belle moaned around Rarity’s length, working in tandem with the mare straddling her so she could reach another climax. Bluebelle closed her eyes and squished her breasts as hard as she could, preparing herself. “R-remember to swallow...” she reminded, giving one more thrust, cumming again. Bluebelle moaned, still pumping Rarity’s length to coax as much seed as she could down her throat. When Rarity let out her last weak trickle of cum, Belle popped off, licking her lips and smiling at the other mare. “Damn your good...” Rarity panted, smiling dopily.

“I was just trying to match your enthusiasm.” Belle chuckled, stroking Rarity’s cheek. “I liked seeing you getting so much pleasure.”

“I think you just like sucking dick,” Rarity teased.

“Only when they’re attached to somepony as sexy as you,” Bluebelle replied, a smile on her face.

“That's what I like to hear,” Rarity said, pulling her into a kiss, working her magic on Belle’s throat. Bluebelle happily returned the kiss, her hands moving to Rarity’s back. She didn't even pay attention to Rarity’s magic. “Say something my dear...” Rarity pulled away.

“How do I sound now?” Belle asked, her voice much more feminine than before.

“Amazing...” Rarity smiled, moving her hands down Belle’s body.

“Good,” Belle smiled, shuddering under Rarity’s touch, “glad you approve. Now, give me hips so I can easily bear our foal.” Rarity obliged, giving his a nice hourglass figure and a wide set of hips. “Perfect,” Belle said, giving her new hips a wiggle. “I could get used to doing this more often.”

“So could I~” Rarity reached around, squeezing her new bubble butt.

“Mmm,” Belle cooed, her tail flicking under her. “Are you just going to tease me all night, or are you finally going to put that thing inside me?” she asked, giving Rarity’s member a squeeze.

“Are you ready?” Rarity asked, positioning herself.

“More than ready,” Belle replied. “Let’s do this, I want it, and not just because of the heat.” She grabbed her hips, thrusting in with all her might. “Ahhn!” Belle cried, bucking her hips against Rarity. “Looks like you want to start rough!” she panted, her tongue lolling to the side.

“You seem to like it.” Rarity smiled, grabbing Belle’s breasts.

“I suppose I do,” Belle replied with a moan. “Though I never thought I’d like being penetrated like this.”

“And now you’re gonna be a mommy.”

“Laugh it up now because you’re bearing the next foal,” Belle shot back with a smirk, cupping one of Rarity’s balls and hefting it a little.

“I never agreed to that,” Rarity pouted, picking up speed. Belle moaned again, starting to run her thumb along Rarity’s testicle.

“Mmm, but don’t you want to be a mommy too?” Belle asked. “Your breasts will grow and fill with milk. Plus, you could design yourself some fabulous maternity wear.”

“Oh yes... that does sound nice...” Rarity smiled, a far off look in her eyes.

“I’m glad you agree,” Belle said with a smile. “But that won’t be for a while. So right now, let’s worry about packing me full with our child.” Rarity smiled, pulling her into a kiss, thrusting hard. Belle moaned into Rarity’s mouth, her eyes closing as she reached up Rarity and squeezed the other mare’s breasts. Her legs wrapped around Rarity’s waist, keeping her from pulling out too far.

“You smell so good...” Rarity spoke, almost breathless. She gave Belle’s nipples a twist, tugging on them.

"Ahh!” Belle cried her hips jerking against Rarity. “I think you’re sensitive to the smell of a mare in heat because you have my dick,” she offered, working to move her hips in tandem with Rarity’s.

“It’s intoxicating...” Rarity nipped at Belle’s neck, closing her eyes.

“I’m glad you like it,” Belle cooed, exposing more of her neck to the other mare. “Because you’re going to be smelling it quite a bit in our time together.”

“I wouldn’t have it any other way~” Rarrity cooed back, leaning up, dragging her tongue across Belle’s horn.

“Oh Faust that's so good,” Belle moaned her eyes nearly rolling to the back of her head. “I am so lucky to have a mare like you. My horn has always been so sensitive~”

“Oh we are going to have so much fun with the wedding plans!” Rarity almost squealed, nibbling the tip ever so slightly.

“Ahhn!” Belle cried, grabbing hard onto Rarity’s breasts. “We’ve only had sex once and you're already thinking about the wedding?” she asked trying to chuckle only to end up panting. “You certainly are something, Rarity.”

“Scream for me Bluebelle...” Rarity whispered, nibbling on her ear.

“Rarity!” Belle screamed, her walls clamping down on Rarity in a powerful orgasm. Her tunnel started contracting almost rhythmically in an attempt to milk Rarity of her precious seed. She let out a cry, hilting herself before pumping her full of cum. When both of their orgasms finally ended, Belle let her head fall against the bed, her body going limp as she tried to catch her breath.

“That was amazing...” Rarity muttered, curling up with her new lover.

“I agree,” Belle replied, wrapping her arms around Rarity. “Good thing we have nearly a year to keep doing it until the baby's born,” she added, giving Rarity a quick kiss.

“Thinking ahead are we?” Rarity asked, pulling the covers over them.

“Maybe a little,” Belle said with a tittering laugh. “Speaking of thinking ahead, were you serious about that wedding plans comment?”

“Of course I was.” Rarity nodded, nuzzling his neck.

“Hmm, I suppose I’d be okay with that. Belle smiled, giving Rarity a squeeze. “Should both of us be in dresses, or do you want to wear the tux considering your little friend?” She asked, looking down at Rarity’s crotch.

“I think we’d both look lovely in dresses.” Rarity smiled, closing her eyes. “You'll have to tell your aunts about this.”

“And you’ll have to tell your family too,” Belle pointed out, following Rarity’s example and closing her eyes. “Shall we do that together?”

“That sounds wonderful...” Rarity smiled, drifting off to sleep. Belle drifted off as well, feeling her heartbeat slow down to match Rarity’s.