WARNING!!! This fanfiction contains the following possibly offensive content. Ponies. Anthropomorphism. Transformation. Breast/Butt Expansion. Lesbian sex. Profanity. Overused plot devices. Possibility of bad writing due to inexperience. If any of these things offend or disturb you in any way, then what the hell are you still doing here? You should already know that this is not the story for you. So, please leave if you did not like any of those things. It’ll save us all a LOT of unnecessary frustration and trouble. If you insist on sticking around, then please, sit back and try to enjoy the show!

My Little Pony: Friendship is Magic and all related characters belong to Hasbro. I do not claim to own these things in any way, shape, or form.

Tuesday, May 24
2:00 PM
Twilight Sparkle’s Library

“Oh… This doesn’t help me either… why does this have to be so… ugh!” Twilight grumbled in an annoyed, tired tone. “Spike! Have you found any useful dictionaries? I’m getting absolutely nothing out of these tomes!” She flopped back with a loud sigh. She had been pouring over books for the past few hours searching, desperately searching for…

“Nope,” Spike said reluctantly, walking in empty handed with a shake of his scaled head. “None of the books we have seem to have anything useful in them. Really Twi, I think you just need to let this go. We obviously have nothing on it. Your stressing yourself out waaaay too much!”

“But that… that… it’s just so familiar, but… but I just can’t… UUUGGHH!!!”
Twilight flung her forelimbs into the air in frustration, then got up, sighed for what seemed like the hundredth time, and began picking up the scattered books.
“Your right… it’s still nagging me, but I need to relax, focus, come back to this later with a clearer head. I need to spend some time with a friend or something… I just-”

Suddenly, a knock came at the front door.

Twilight asked Spike to finish clearing up the books while she went to answer the door.

Standing outside was Rainbow Dash. “What’s up Twi?” she asked, slightly playful, slightly concerned, noting Twilight’s rough appearance.

“Oh… nothing much… We’ve just been… well… we were trying to look up the meaning of a word…” Twilight responded, her kind tone edged by weariness.

Dash just stared at Twilight for a moment. Then, she slowly spoke.
“So… You’re telling me that you look like you’ve been in a fight with a small windstorm because you couldn’t find out what some word meant?”

“In effect, yes.” Twilight closed her eyes. She knew what would come next.

Rainbow just stared at Twi a moment more to ensure that she wasn’t joking, then fell over backward, busting out into a fit of laughter.

“Just let it pass, Twilight,” the unicorn muttered to herself. “Just… let… it… pass…”

2:10 PM

When Dash’s laughter finally subsided, Twilight began to explain her sudden obsession over this word’s definition.

“I was glancing through some spell books that I hadn’t read before, and came across an interesting sounding spell inside some book of alteration magic, meaning magic meant to cause change in a pony or other creature’s physical attributes. It was described only as a spell of ‘Anthropomorphism.’”

“What in the name of Celestia is THAT supposed to mean?” interrupted Rainbow Dash, before realizing the answer herself. “Oh. So… that’s the word you were trying to figure out?”

“Yes,” continued Twilight, “And I have no idea what it means, yet… it sounds very familiar. I’m sure I’ve heard of something like it before but… anyway, since I don’t know what it means, I don’t know what the spell does. And therefore, I don’t want to risk trying it until I have an idea of what to expect.”

Rainbow Dash thought on this for a moment, then asked Twilight, “Is there, I dunno, a cure, or a counter-spell, or something to make the pony change back?”

“Well, yes, but…”

“Well, then test it out on me!”

“Yes yes, but… WHAT!?!?!”

Twilight stared at Rainbow, not believing what she just heard. She had just volunteered to take part in a spell that could change her into Luna knows what as if it were no big deal!

…

Actually, after thinking about the fact that this was Rainbow Dash we were talking about, she could totally believe it. It’s just the kind of thing she does…

“Come on Twi!” Rainbow urged, “You want to know what this spell does. You can fix whatever happens. Just give it a try! I’m ready, I’m willing, and I’m here. So, let’s do this!”

“Well… if you’re sure, then… I guess it wouldn’t hurt to try…”

And with that, Twilight began focusing her magic in the manner the book had described. A brilliant glow began to surround Rainbow Dash, enveloping her in its radiant, blinding light. She began floating, and felt a rush of energy through her body. It felt amazing, like the rush she got from doing a Sonic Rainboom. Then, as quickly as it had started, it stopped, dropping an unaltered Dash to the floor.

Rainbow looked around, then looked at herself. Then she gave Twilight a hard look, and said, “Well… That was stupid. NOTHING BUCKING HAPPENED!!!”

2:30 PM

Twilight had returned to reading and re-reading the spell, trying to figure out why nothing had happened.

Rainbow Dash sat, bored and alone, in the main area of the library, very frustrated and slightly disappointed at the spell’s apparent failure. She had hoped at least something besides a pretty light show and a little power rush would have happened…

Suddenly, she felt a strange tingling sensation through her body.

“What the…” she began as she shifted into a sort of sitting position, resting on her rear, supporting herself up with her forelimbs.

The tingling moved from her whole body to just her legs. She suddenly felt and heard the bones in them crack and shift as they gradually grew longer. Her eyes widened at the sight. ‘Holy shit, am I growing? Am I going to turn into some kind of giant freak?!’ she thought through a mix of emotions.

“Um… Twilight?” she called out as her rear and hips began to swell. “You might want to come see this…”

Her legs were now about twice their normal length, and the tingle began to move up her body, changing it as it moved. Her waist thinned and lengthened. She felt her teats move away from her crotch and onto her torso, closer to the shoulders. Her forelimbs began to stretch, and shifted to a position less like the front legs of a pony, and more like the arms of a minotaur or diamond dog. Her wings grew much larger and stronger, in order to support her new size in flight.

Finally, she felt a massive sensation in her chest. She began to sweat and moan, because this time the sensation felt good. Really, REALLY good.

“What was it you wanted to show-“ Twilight began as she entered the room, just in time to witness an extremely altered Rainbow Dash develop a pair of DD-cup breasts.

When Dash was done changing, she stood up somewhat unsteadily. She stood on her hind legs, at about a height of about 5 or 6 feet tall. Her legs retained their hooves and double-bent shape, and her arms also still had hooves at the ends. Her bottom had grown into a plump and rather sexy ass, complementing the large orbs of flesh on her chest. Her face, mane, and tail remained largely the same, although it would seem that they had become proportionately longer than before.

Twilight just stared in awe, confusion, and slight panic.

Finally, Dash spoke.

“Well… That’s a bit more like it, I guess!”

2:45 PM

Twilight continued staring at Dash and her new form. ‘How?’ she thought. ‘What did I do? What IS she?’ Again, like when she was trying to figure out that word, something nagged at her mind. Something seemed familiar.

Rainbow, now a bit more used to standing solely on her hind legs, walked over to a nearby mirror to check herself out. As she walked, Twilight couldn’t help but blush as she noticed that Dash walked with a sort of sexy, ass-swinging strut.

“Wow…” Rainbow Dash said, examining every inch of her new body. “This is really weird. I mean, I’m huge! I’m walking on only two legs! And what in Equestria are these?” At that last statement, she began fondling her enlarged mammaries. She let out a soft moan as a wave of pleasure flowed from the touch. “Mmm… I don’t know, but… they feel… Ooooh… good!”

“Breasts,” Twilight said without thinking, in response to Dash’s question. “They’re called breasts. They’re… um… basically the mammary glands… the part of a mammal that makes milk, that is… for bipedal, hind-leg walking, creatures, like minotaurs, and diamond dogs, and…”

Twilight stopped to think. As far as she knew, there were no other living creatures in the world that walked upright like that.

No living creatures.

Living.

“That’s it!” exclaimed Twilight excitedly!

“What is?” Rainbow Dash, who had barely been listening to Twilight ramble egg-head stuff about breasts, perked up at her sudden outburst.

“I just remembered something! You know that one mare who’s obsessed with those mythically creature’s, humans?”

“Uh… yeah, I guess. Lyra, right?”

“Well, I remember talking to her once, and she said that ponies like her who studied ‘human culture’ were studying ‘Anthropology!’ And if the ‘Anthro’ in that is related to humans, which might I add are supposed to be upright walking mammals like minotaurs, then ‘Anthropomorphic’ must mean having a human-like form!”

“Sooo…” Rainbow Dash said, trying to piece together what she understood, “You made me part human? Which is something that doesn’t exist?”

“Well, I guess it’s more like I made you look kind of like what a human is supposed to look like. Anyway, at least now we know what this spell does. And it did prove… interesting. So, I guess we can turn you back now!”

Rainbow Dash stood there, staring at Twilight a bit awkwardly. She shifted from one hoof to the other, rubbing the back of her neck with a forearm.

“Uh… Twi?” she asked, a little hesitantly.

“Yes Rainbow Dash?”

“Um… I… don’t really want to turn back just yet. I um… I want to… see just what this body can do.

3:10 PM

“Are you sure about this, Dash?” Twilight said, worrying about her friend and whether or not the spell was affecting her mind in some way.

“Yeah!” Dash said, crouched, wings spread, ready to try flying. Before Twilight could respond, she took off with a leap and a powerful wing beat. Flying was a bit more awkward with all that weight, especially the additional pounds on her chest, but her new wings mostly made up for it. Her wings were very large and very powerful. In fact, if Twilight had to guess, they seemed even bigger and more majestic than Celestia’s, which had she hadn’t thought possible before now.

“Woo HOO!” Rainbow cheered as she did laps around the library. “This… is… AWESOME!”

She spent a few minutes flying around, performing tricks, and just generally showing off as usual. Twilight just watched in awe at her friend go.

With a dramatic pose, she landed on both legs perfectly. Sweat dribbled down her brow, and with each panting breath she took, her buxom chest rose and fell rhythmically.

“Oh Celestia, did that feel great! What a work out!”

“Well,” Twilight said, trying not to stare at Rainbow’s sweat-glistening tits, “I’m glad you had fun, but I think that you should… What are you doing?!” Twilight blushed furiously and dropped her jaw.

Rainbow Dash had flopped into a large chair (not really made for somepony of her size, but good enough for the moment) and had started rubbing at her breasts, moaning at the sensations.

“That work out… mmm… got these… Ooooh… babies feeling tender… I gotta… oh yeah… work that feeling… mmm… OUT!”

Twilight just watched as Rainbow Dash began squishing and kneading her breasts as much as her hooves would let her. Her moans grew, and she began to pant from the pleasure she felt. But it still wasn’t enough. Suddenly, one arm shot down between her legs, and began furiously rubbing at her moistening loins.

Twilight could smell the arousal wafting off of her, and it made Twilight snap out of her stupor enough to realize Dash needed help. And not the I-need-to-turn-her-back kind of help. The she-can’t-work-herself-enough-to-relieve-that-pressure kind of help. So, reluctantly, Twilight approached her horny friend, pushed her arm out of the way, and began to eat her out.

3:50 PM

Rainbow Dash continued her gasps and moans as Twilight began to reluctantly lick at her snatch. It still wasn’t quite enough. Twilight wasn’t experienced at this sort of thing, and even if she was, her heart obviously wasn’t all in it. So her licks did little better than Dash’s hoof-work. But Rainbow placed her free hoof on the back of Twi’s head encouragingly.

As Twilight licked, the sweet taste of sex fluids and the scent of Rainbow’s arousal sparked something in her. Her efforts increased, and her touch became more and more improved. Finally, she was actually eating her out, guided only by instinct.

All she had had to do was stop thinking, and start doing.

Rainbow Dash bit her lower lip in an effort to stop herself from screaming in pure ecstasy. Twilight was hitting the spot, and she knew it would only be a matter of time before… before…

“T-Twilight!” she moaned wildly. “I’m… I’m g-gonna…”

“OH SWEET CELESTIA YES!!!!” she screamed as she let out a powerful orgasm. Right into her friend’s face…

Twilight’s face was moist from Dash’s juice, and as she pulled back, with a fiery look of lust in her eyes, she licked some of it off.

“So…” she began in a sultry tone, “How was I?”

In response, Rainbow lunged forward and planted a passionate kiss on Twilight’s mouth, wrapping her arms around the back of Twilight’s neck. Twilight gladly kissed back.

“That good, huh?” she asked jokingly as they pulled away from each other.

“Good? Twi, that was fucking AMAZING! I cannot describe how EPIC that felt!”

Twilight giggled at her friend’s excitement. “So… NOW, are you ready to turn back, Dashy?”

Twilight already knew, and wasn’t afraid to admit that she was hoping for, that answer.

“Fuck no! I fucking love this body! I’m not giving something this good up, not as long as I live!”

“In fact…” she continued, with eyes narrowed and a playful grin on her face, “I think that I’d like to see you anthropo… anthromorp… as an anthro!”

4:20 PM
Twilight Sparkle’s Bedroom

“Are you sure about this, Rainbow Dash?” Twilight asked uncertainly. The rush of euphoria from helping Rainbow out had worn off, leaving Twilight feeling hesitant to rush into this. Rainbow Dash of course felt otherwise.

“Come on Twi! I promise you, you… will… LOVE it!”

“Okay… here goes… something!”

Twilight’s horn began to glow that same radiant light, only this time it grew outward, rapidly enveloping her. She felt the power surge through her, and then all of a sudden, it was over.

…

After about ten or so minutes of waiting, Twilight began to feel the first signs of change. For her, the first thing to happen was the movement and expansion of her mammaries, momentarily leaving her as a regular pony with C-cup breasts, much to Rainbow Dash’s amusement.

Next, her front legs stretched and changed into a pair of arms. Then her legs stretched and grew to suit a bipedal body. Then her rear and hips swelled and expanded, into a big, cushion-like ass. Finally, her waist, torso, and head grew to match the rest of her.

At the end of her changes, Twilight stood shakily to examine herself. She was probably a foot shorter than Dash, and obviously of smaller bust. However, she noted happily, her bottom had grown considerably larger than Rainbow’s. ‘At least I have that going for me…’ she thought, somewhat sadly.

“So… what do you think?” Twilight bit her lip and closed her eyes, for some reason expecting Rainbow to make fun of her new form.

Rainbow Dash stared for a moment, then quickly strutted over, took Twilight’s face into her hooves… and hugged it into her soft chest.

“I think,” she said with a kind smile, looking down at the surprised Twilight, “That you are beautiful no matter what size you are. I also think,” she lifted Twilight’s face to meet her own, “That you need to stop worrying about what I think.”

And with that, they kissed like two long-separated lovers, tongues intertwining, breasts smashed together, and hooves groping at each other’s asses.

“By the way,” Rainbow whispered into Twilight’s ear as they momentarily stopped making out, “You are FUCKING HOT! I mean, mmm… dat ass!” And with that, they went right back into it.

5:00 PM

“So… what now?” Twilight asked as she sat on her bed, flustered slightly from so much love from her dear friend (or, at this point, more-than-just-friend!)

“Now?” Rainbow wondered aloud. She obviously hadn’t thought this far ahead. She stood there, hoof on chin, deep in thought.

As Dash thought, Twilight took another glance at the spell book, thinking about how that one spell brought such an amazing change. It was just then that she noticed the book’s full title:

“The Big Book of Kinky ALTERATION SPELLS: Guaranteed to Add a Little Magic to your Sex Life!”

Finally, Dashy smiled.

“What are you thinking?” Twilight asked, with a knowing grin.

“I’m thinking… that you did all the work earlier, when you lent me a hoof. So… I think it’s about time I repaid the favor a bit!”

With that, she began to slowly, sexily, strut towards Twi, licking her lips and eying her in an almost predatory manner.

Twilight let out a squeal of delight, and spread her legs wide for her new special somepony, Rainbow Dash.

TO BE CONTINUED!

Thanks for reading this far. Stay tuned, for there’s more to cum! Er… come. Also, if you have any suggestions, please, let me know.

Now, I am going to reveal the subject of the next chapter. If you don’t want to know, then turn back. NOW!

You sure you wanna know?

Major spoiler alert!

No turning back now!

Okay, you asked for it. The next chapter will focus mainly on…

Spike and Rarity!

Okay, now you can go.

Bye!

Author's Note

Note: This is my first time writing a clopfic. Please keep that in mind and hopefully you will enjoy this. Thank you.