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When a Stallion Becomes a Mare

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Written by Arian Mabe (Amethyst Mare)

Commissioned by Lord Legion

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"Darn it..."

Axel, or should she say Axel Rose, grumbled to herself as the pony finished up with work, her red hide gleaming. Appleloosa was one of the quieter towns, although it was bustling at harvest time or ploughing time...well, so just at certain times of the year then. But she'd thought that she would have been able to keep on in the workshop, which took care of more machinery than ponies had typically liked to use in the past, without too many distractions.

Unfortunately, that turned out to be a futile hope as the gleam of her mane had caught the eye of more than one passing stallion, drawing attention to her round behind, her four-legged form clearly not lacking when it came to a certain kind of appeal. They'd made crude comments and others had been so sweet that she'd almost felt bad ushering them out of her little workshop with rosier cheeks than usual, though it had all become too much for her in the end, shutting up early in the gleaming sunshine of the Appleloosan late afternoon.

She wasn't always a mare, you see, as Axel was usually a stallion. Since that time that his friends had tricked him, however, on Nightmare Night, there seemed to be a running bet going on just how many times they could get him to take the form of a mare again and, truly, she didn't want to say just how much she liked it. Or should she refer to herself as a 'he', now that she thought about it? Axel Rose groaned and rubbed the back of her head with a hoof. It was too much to think about. Better to get home, get in and forget about the whole day to begin with.

"Why can't they just leave me alone?" She grumbled, hanging her head as she trudged up the short path to their home, the home she shared with her loving mate, Serenity, the Sheriff of Appleloosa. "It's not that hard, surely... I don't go around bothering mares every day when I'm a stallion! It can't be all that difficult for them!"

She, however, didn't seem to get as much of a say in the matter when it came to other ponies, as much as she could still be confident in the fact that she could most certainly chase them away. There was a law to Appleloosa and no one was going to bat an eyelid to a mare that showed a stallion his place, regardless of whether that mare wanted to be a mare or not at that time. Everyone got along there and, really, they were forced to if they didn't want to. That was the way of their little western town and Axel most certainly was involved in up keeping that, even for her own sake.

It was better to be inside, however, with the door shut against the world, mumbling her gripes to a quiet, peaceful house. It would have been better still if Sheriff Pinto, Serenity, was home from work but she could relax and find some time for herself in the meantime too, slinking upstairs to don an old, grey hoodie that made her feel instantly comfortable and at home. It still smelt of her aftershave as a stallion, a particular scent that Serenity had gifted to him on his last birthday, and she buried her nose in it, taking comfort from what was soft and familiar.

However...there were always temptations about to be had. Her eyes landed on a pair of her partner's panties: pink and woefully innocuous. That was, if they'd been on Serenity or if Axel hadn't been eyeing them up like they were now something that would actually fit her, caressing her hide so sweetly as she wriggled into them, tail flicked up just to show them off a little more.

Axel Rose bit her lip, hugging her hoodie to her chest, the hood flipped up over her head.

"Ohhh... I couldn't."

But there was no one else there and, really, was it something that Serenity would have thought strange? She'd already found out about the little kinks and likings Axel had and, well, all had been accepted into loving hooves. Nothing was off-limits when it came to the passions of the two of them, their fantasies unbridled in more ways than one. And yet she couldn't ever remember a time where he'd actually worn a mare's panties though, even wearing something plain that could have been suited for a stallion or a mare when she had gone out with more clothes on as a stallion turned mare.

The panties were on her in a moment, sliding up her legs. They were pink and, well, a particularly lacy pair too to put it mildly The majority of them felt to be lace and she whimpered softly as she slid them up her legs, lying back on the bed to do so, the fabric settling softly over her marehood (yes, she did have one of those too as a stallion turned mare, everything was functioning) as if they were meant to fit her and only her. There was no sense in resisting it as she wriggled, letting everything ease comfortably into place, though the panties were the type that did not hook up or loop over her tail, leaving her with a sense that they could be yanked down at a moment's notice.

Axel whimpered. That wasn't such a bad thing. It left her feeling naked, vulnerable, even though she was wearing more clothes than she usually would. And it was a good kind of feeling, one that slunk into erotic dreams as she wriggled and stretched out, the warmth of the bed sinking up into her as she relaxed down and down and down, waiting it out, trying to hold onto Celestia's day but welcoming, all the while, Luna's sweet, sweet dreams.

They had to come and there was no denying them as she dozed off, the fatigue of the day getting the best of her as she slipped off into a light sleep, the toil of the day easing away as she let her tired limbs become as light as air. Sleep would, of course, soothe all things, as it so often did.

*

"Well, well, well, what do we have here?"

Sheriff Pinto stood over her, towering as Axel jumped and scrambled back, heart beating too quickly, though it was only her partner and that, by no means, should have been something for her to panic over. But Serenity seemed taller and more foreboding than usual in her brown and cream pinto coat and her bandana undone, badge already cast over the bedside table. How long had she been there for? Axel Rose blushed furiously. And was she still...

Oh, yes. She squirmed, trying to hide what had already been seen. Of course... Serenity had caught her in the panties.

Axel leapt up as if to explain but promptly found herself pinned back on the bed with a rather strong mare on top of her, holding down each one of her forelegs. As much as she whined and squirmed, there was no denying that the sheriff was a stronger pony than her when she was in the form of a mare. She didn't have the muscle that she had as a stallion and Serenity crowed triumphantly, pinning her too easily as she practically sat on her lover, tail flicking with self-satisfaction.

"Oh... You do have yourself in a bit of ah pickle now," Serenity growled menacingly, her eyes darker than Axel had ever seen them. "Now, dearie... Ya fancy telling the sheriff what y'all's doing in her bedroom?"

"Honey!" Axel squeaked, eyes wide. "It's me - you know me! It's Axel! You've seen me like this before - come on!"

But Serenity only smirked and it was a smirk that she'd never before seen on the paint mare's muzzle.

"Oh... No, that can't be right."

Cocking her head, Serenity affected a confused expression - all manufactured, of course.

"My husband is a hard-working stallion now," she proclaimed, head defiantly tilted up high. "I don't know who y'all are... You may look like him but all I see here is a hoodie, name...and pantie thief!"

Her smile turned wicked and Axel squeaked, squirming deliciously. That was a good thing and a bad thing, so very many things all wrapped up together. It was strangely good to be beneath her, to be pinned and helpless, unable to fight back and, truly, not wanting to fight back either. She wanted to be right where she was, not giving Serenity a single ounce of resistance, even her tail loose against her hindquarters. She didn't want to push her away when everything felt so good, breath pushing anxiously through her chest but with the sort of tightness there that came with nervous anticipation, excited to the nth degree.

Serenity didn't need to say anything, growling softly in the back of her throat as she grabbed Axel's hoodie in her teeth, aggressively removing it, though she could, really, have just asked. It was all a play on power and not the sort of power that could be utilised in the course of her job either as that took a finer kind of meaning, the sort of work that she had to take a step back from what power she held if only to ensure that she was far more than simply fair and kind and just at all times.

With Axel Rose, however...all bets were off.

The sheriff smirked and turned her backside to her lover, Axel's jaw dropping as she took in Serenity's pantie-clad rear, her tail flipped up to reveal just what she was wearing under a long, draping skirt that day. Or maybe she hadn't worn them to work, those seductive, form-hugging panties, and had donned them especially for her when she came home... Either way, Axel groaned, licking her lips, a plaintive whinny breaking free in the flutter of her nostrils.

"Ohhh..."

"Y'all are such a naughty mare," she whispered huskily, pushing her rump back at Axel as if she was determined to put everything on show. "Dirtying another mare's panties like that... They're probably already wet now, aren't they?"

Axel whimpered and shrank back, not wanting to say either way, though there was no denying that there was a wet spot growing. It was a spot that was, however, mimicked keenly by Serenity, her lighter-shaded panties revealing her own growing arousal, the outline of her marehood softly defined.

Serenity giggled and slid her panties down, tail lifted so that he got a good show, though her true focus was on the mare that she had found in her bedroom, a little red slip of a thing that she'd never gotten the chance to look over duly.

"I never got to see y'all properly like this," she murmured huskily, hoof stroking her chin. "Let's see what y'all got for me, hm, honey?"

Axel Rose blushed as she was guided to stand up on the bed, although she didn't really feel that she had very much say in the matter. Was that just how she wanted it to be? Oh, it was all so confusing and those panties still felt so good around her hindquarters, her tail swishing with the velvety dock pressing down over the hem, though it would not be anywhere near enough to shift them from her lewdly presented form. Without the hoodie, she was more naked than ever, Serenity seeming to admire her from every angle, running her hooves down her back and across her flanks, even under her belly to her udders and, of course, her teats too.

"Look how y'all are, sugar," she murmured. "Slender but wonderfully muscular in that feminine way. Y'all are perfect for attracting a mate, Axel Rose, my sweetheart, but that's probably why y'all are getting so much male attention when playing as a mare."

Axel made a strange sound in her throat, head hanging, though her marehood twitched, responding in kind.

"I'm..." She whispered. "Not playing... Just a trick... Didn't mean for this to happen..."

"And these..."

Of course, Serenity ignored her, letting her gaze wander, her hooves doing far more. A touch and a grope here and a slide of the hoof there... Everything about her lover's body was there for her to adore and admire, even though she could not help but being a little bit jealous over the fact that, well... Look at those udders! They were larger than hers, not that all that many ponies cared much about things like that, and even the teats were thicker, pulling Axel's udders down under their weight. They were erotic in their own way, so much so that Serenity could not help but let out a little groan, ducking her head to look them over a little more closely, Axel quivering and blushing under her close inspection.

"I... Uh..." The mare whimpered, tipping her head shyly away. "Serenity... What are you doing?"

"That's Sheriff to you right now!"

The teasing note in her voice softened it somewhat but Axel still gasped, eyes wide and blood up, sweat dampening light curls on her short coat of hair. Fortunately, ponies, where they lived, did not grow so much fur so, even as a mare, she should have been quite comfortable, though Serenity sure had a way of getting her all hot and bothered under her mane, to say the least of it!

"These are why all the randy stallions here are after y'all," Sheriff Pinto murmured, licking her lips. "And I can' say ah blame them one little bit!"

Her accent came out a little more strongly and Axel squirmed.

"Seeing you like this, your 'boobs' out like this," she teased, pushing the issue. "Why, it's a wonder you haven't been dragged off by some stallion who wants to make yah his mare-friend and all now!"

Axel nickered softly, bobbing her nose.

"That's because I'll only ever be with you, sweetie."

"Aww..."

Giggling, Serenity wrapped Axel up in her hooves, drawing her close with her forelegs around the red mare's neck. She was always so sweet like that, even as a mare, and it made her heart pound in the best of ways, breath coming more quickly as that sexy mare body pressed up against hers.

"You're only meant to attract a mate in this body, honey," she whispered huskily, drawing out her words even as she pronounced every syllable. "You're to be good for nursing a foal with those fat udders and those sweet teats... Wow, even I don't have a pair like that!"

She chuckled good-naturedly as Axel blushed more heavily (if that was even possible), though it was clear to see that there was a difference in their physiques. Of course, Axel was not expected to work and maintain a life as a mare so she was allowed the grace of a perfect body that so many ponies would have killed for, drawing the eye in all the right ways, even if it did grind her corn sometimes. Serenity had a life to keep up but that didn't mean either that she couldn't, kindly, take advantage of the sexy mare in her moment of need, breath catching and heaving as Axel's flanks shuddered.

"Have I got y'all a touch hot and bothered up in here?"

Serenity smirked as Axel quivered, lower jaw falling slack as she tried and failed to form anything resembling words.

"Don't you worry, sugar, I can help y'all out with that..."

And so she would, laying Axel gently back on the bed, though Serenity did not leave any doubt in her mind as to who there was in charge. Axel whimpered into her mouth as their lips came together but it was Serenity who led the way, lovingly dominating the kiss, pinning her mare right where she wanted to be in a tangle of limbs and long, flowing locks of tail-hair.

There was no one else for them but them and they leaned into one another hungrily, lustfully, heat prickling through Axel's coat as she felt the effects of Serenity's earlier teasing. Just how such a light touch could have her all worked up was beyond her but it was not yet the time to think or worry about something like that as she grunted and twisted, rolling her hindquarters as if that little act alone would be more than enough to show her lover what she wanted.

Serenity, however, had other things in mind for her and chuckled throatily as she nuzzled down Axel's bare body, heat teasing through her. Oh, she wanted her, that much was sure, just how much she was yet to tease the poor, horny mare still remained to be seen. And her sweet Axel would be powerless to resist her either way as her breath caught, chest shuddering, forelegs drawn up to her chest in such a cute way that Serenity's heart could not help but pound a little quicker at the sight of it.

"Ohhh..."

It was all Axel could let out as her lover teased down her body, kissing and licking, her lips closing, finally, around one of her teats. The rest of her udders, of course, were not to be left out of the fun as the mare's hooves gently caressed and kneaded then, teasing into the soft, plush skin. Of course, they were bare of any hair there and the skin was more sensitive than even Axel could have realised, a gasp leaving her lips as she squirmed, trying to hump and buck up against Serenity's muzzle before she even worked out what her body was trying to do.

By Celestia... Was she really that horny? It was not like her, or him, at all to be so lewdly horny, to display it all evidently, but it seemed to be the way of it while she was the mare, Serenity hungering for her sexy form as much as everyone else seemed to. Yet if there were any eyes on her that she wanted to see it was Serenity's and Serenity's alone. The panties still clung to her hind end and her marehood, though the pulse and twitch of her eager passage was keen already to soak them through, displaying her scent and readiness to anyone who cared to see.

"Mmm..."

Serenity moaned around Axel's udders, swapping from one wet teat to the other as she swirled her tongue around, coating it lightly and lovingly with her saliva, slippery within her lips. It was intoxicating to play with them, even tugging at them lightly with her soft, pliable lips, Axel's groans infectious, spurring her on. She wanted to respond in kind to her, hips working, tail flagged as if she too wanted some attention up under her tail. And, if the mare had her way about it, that was something that she was very much going to get.

"Mmm..." She moaned, lifting her head shortly, saliva glistening on her lower lip as Axel's teats were released from her tease. "Come now, honey, y'all can help a filly out too, I'm sure..."

It was, yet again, not something that Axel had a choice in as Serenity turned about above her, presenting her softly winking marehood to Axel's lips even as her head dipped down again. And then the real fun started as she gasped and ground back on her submissive lover's muzzle, using the mare for her own pleasure even as the sheriff hungrily sucked those teats, both squashed lightly together, back into the tentative grip of her own lips.

Axel could barely think straight, let alone breathe, licking and suckling automatically, the heated nub of Serenity's clit between her lips. Her juices flowed out sweetly and she drank them all down like a good little filly, intent only on her lover's pleasure. Still, Serenity made it so hard to concentrate as she slurped on her teats, lavishing attention where, before, Axel had never had such attention, her hoof even creeping slyly between Axel's legs to rub her marehood too. It was accidental but intentional at the same time, her hoof grazing Axel's clit, and Serenity knew that she had hit just the right spot when her mare-friend of the moment tensed and groaned extra long and loud.

Gotcha, sugar...

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Serenity helped her out, of course, but it was the lightly dominant mare that gleaned the most attention from it all, Axel huffing lightly into her sex as she licked and slurped, delivering every last bit of pleasure that she knew how to do in the art of oral ecstasy. Serenity humped and ground against her, desire heating up, but both of them knew just how it would end even as Serenity pressed her hoof more urgently against Axel's sex, the winking, twitching folds betraying her desperate need.

Axel groaned, twisting her head back and forth, still intent on pleasing Serenity above all else. She had to, she simply had to - Serenity was doing so much for her! And even in the body of a mare, they were husband and wife or even wife and wife... Oh, what did it matter? Her head spun with the onslaught of too much pleasure and Axel whimpered into her lover's sex as she tried to stay still, as much as her hindquarters wanted to buck and thrust, seeking out every last drop of tentative ecstasy that she thought was hers to claim.

Someone moaned - it may have been both of them together - but the rush of pleasure tearing through Axel's body could not be denied as ecstasy warmed her through, heating her up from the inside out and claiming everything that she had left in her soul to give. Serenity had it all, all in her loving hooves, and her mare-friend sucked on her teats and twirled her tongue around each of them in turn, hoof pressed in to make sure her trembling orgasm lasted for as long as possible.

Yet not even Serenity could hold back her own pleasure too while Axel's body twitched and rocked beneath her, barely able to vocalise her lust with her red lips pressed into a soft, warm cunny. Oh no... She whimpered, panting hotly over Axel's teats, tensing up, reaching her own high just a moment too late to climax together. And yet it was only important that they enjoyed one another together and nothing more than that, rocking and humping, urgently thrusting her marehood against her lover's lips while she too rocketed into a high like no other, pussy clenching down on nothing and forcing out her essence in a slick trickle of spent desire.

Together, they twisted and rocked in climax, held close and yet not really feeling at all present in reality, tails thrashing as tension worked itself out. They could come down, however, slowly but surely, juices soaking into the bed as even Axel's mare form functioned just like any other mare's producing the slick juices that would have allowed, in the straight order of things, a stallion to penetrate her fully and easily. But, between mares, that was not needed and Serenity chuckled weakly as she licked a drop of her lover's juices off her hoof, just to see, though it had been a while since she had even tasted a little of her own honey pot.

"Mmm... Honey," she whispered, "you never said you tasted so sweet..."

Axel blushed, panting heavily, but had nothing to say in return as she slumped back against the bed, the softness of the sheets seeming to cling to her. The nap that she'd had earlier no longer seemed to be enough as she wriggled and let Serenity slide off her, hooves around her body, holding her close - always close.

Safe and warm in her lover's arms, the temporary mare dozed off, the remnants of her orgasm trickling over the edges of her marehood, soft folds still formed as she held onto her form. She would return to being a stallion in time but it was only time itself that would tell whether Serenity would want her to be a mare again from time to time.

Stroking Axel's mane softly, Serenity smiled.

"Oh, honey... Y'all will break my heart. What you do to me..."

Sighing softly, she nestled in against her partner, holding her tightly in the softness of slumber, eyelids heavy. Still, though...she had breath enough in the waking world for a few last words, even if she would be the only one awake to hear them.

"I love you whatever body you're in."