Carl looks closely at Bennie and realized that his ears are slightly elongated. This arouses Carl even more. "Stand up" says Carl. Bennie stands up without missing a beat as Carl starts to undress him, knowing that he might change. He takes off his shirt, then his pants and underwear. Carl looks at Bennie's body and notices that there is cream colored fur spreading all over him. "Bennie... uhm, I think your changing, and if you are, i will help you". Bennie looks at himself in the mirror, noticing that his body is now almost covered in creamy horse hair. This arouses Bennie even more as his member starts to increase exponentially. He starts to rub at himself as his cock grows, flaring at the end like a stallions cock. Carl moves Bennie over to the mare, who was flexing her equine slit, wanting some attention. Bennie grabs the mares rear as she lifts her tail. Bennie tries to talk to Carl "I want her.... I want youeeee" His voice cracks as he lets out a loud whinny, his face starts to extend into a muzzle. His ears growing as his eyes push to the sides. Carl comforts him "Its okay Bennie, I will take care of you". Bennie's legs start to lengthen as his feed turn to hooves, giving him enough clearance to reach the mare. Carl pushes Bennie's butt forward, making his huge equine cock slide into the pretty chestnut mare. The mare lets out a loud whinny as well as she flexes around Bennie's huge cock. Carl watches Bennie's butt grow in size as a nub grows from his rear. Carl starts rubbing at Bennie's tailhole, watching his tail grow, shooting out long strands of creamy horse hair. Bennie starts to thrust deeply as his hands turn to hooves, digging into the mare as he fully changes. Carl quickly grabs a chair and places it behind Bennie. Carl slowly rubs his erect cock at his tailhole, slowly pushing his way into the stallion. Carl and Bennie now thrusting quickly, Bennie's tailhole clenches tightly as he begins to cum into the mare, releasing his equine seed into her. Carl cums deeply inside the stallion as they all stay there in that moment of ecstasy for a while. Carl jumps off the chair and gives way for Bennie to release the mare. But Carl wants more, him seeing the beautiful stallion and mare. He looks over the the drinks and slams a whole one down and waits for his turn.