Wererity's Claim

by DARKPHANTOM13

Rating: mature
Tags: Sex, Random, My Little Pony: Friendship is Magic, Alternate Universe, Human, Romance, Spike, Rarity
Length: 9570

Once again a spell from Twilight goes wrong and hits Rarity by mistake and inspires a change to the beauty. Both mental and physical. By the end of this Rarity will get her wish while Spike will probably have mix feelings about this.

Once again a spell from Twilight goes wrong and hits Rarity by mistake. Since she was feeling funny Spike takes it upon himself to take her home and keep an eye on the fashion desginer while Twilight tries to find out what went wrong and whether or not there were any side effects.

There were. By the end of this Rarity will get her wish while Spike will probably have mix feelings about this.

Not my image and I didn't come up with the idea for Wererity.

Published 2015-03-29 01:10:01 UTC
Last updated 2015-03-29 01:10:01 UTC

A Change for the Better

Author's Note

I want to make this perfectly this perfectly clear: I'm honestly not a big fan of Sparity. Unless it is written really well I usually avoid such fics after the first one or two chapters. However ever since I saw the image I'm using for the coverpic I couldn't get this idea out of my head. So I wrote this to put it to rest.

Also I will not be writing a sequel or anything like that. If someone wants to write one or continue this story then go ahead. You won't get one from me.

You all can probably tell that this is a sex fic. Don't like? Then don't read.

I would like to thank ThunderDash for the help.

A Change for the Better

It was a calm day in Ponyville. Something that a lot of people that made the town their home were thankful for. One such person was Rarity Belle, the fashion designer and owner of Carousel Boutique. While Ponyville was well known for its large population of attractive women many considered Rarity to be one of the most beautiful women in town. Even the nobles of Canterlot were either taken aback or envious of her beauty.

Today was no different, wearing a combination of a black blouse that showed just enough of her D cup, perky breasts, a skirt that was high enough to show some leg while being low enough to be modest, and dark blue high heels. Her stylized hair and flawless skin having a shine to them from a recent trip to the spa. Combine all that with her high class manners, generosity, and friendly nature, and you have what many considered to be the perfect example of a beautiful and proper lady.

However there is no such thing as a perfect anything in this or any other world. Every person has at least a few flaws to themselves. Rarity was no exception, with a few that could be considered to be contradictions to high class persona, though nothing she would consider to be that bad. Though there was one thing that many would consider to be bad for someone like Rarity to have, or anyone to have at all, but she didn't consider it to be a flaw. If she called it in any kind of negative light it can be called a secret, guilty pleasure.

Over the years Rarity had a number of love interests, crushes, and boyfriends. For someone like her it wasn't hard finding suitors, the hard part was finding someone that was not only good in looks, but also in character and personality, and not just care about her looks, fame, or a quick one night stand. Many times the person would have the looks and or station she was looking for, but they lacked the kind of character she looked for in her lover.

As time went by the amount of failures grew. One day she thought over how to find someone that would be her soulmate, someone that cared about her and not what he could get out of a relationship. Someone who would be there to help her and agree on many things, yet not be a mindless yes man. A man who loved her for what she was and not just because her beauty or station. A gentleman who would respect and love her no matter what. As those thoughts ran through her mind an image of a certain someone slowly appeared in her mind. Someone who was all that and more while being right in front of her the whole time.

"Hey Rarity!" Called a very familiar someone behind her. Just the sound of his voice caused happiness to well up in her chest.

She turned around to see the one she was thinking about. The man that has been there for her for years now. Who has done everything he could to make not only her happy, but also everyone he cared about. At times, even complete strangers. He has many talents such as cooking and playing the piano. He had all the manners of a gentleman while still being fun loving and laid back. Once he set his mind to something he never gave up on it easily. Even his few moments of immaturity and sarcastic personality couldn't deter her. The young man, in her mind, for all of his flaws, was the perfect partner for her.

She turned around and greeted him warmly. "Hello to you too, Spike."

Yes, the person who had won her heart was none other than Spike Draco Sparkle, adopted little brother of Twilight Sparkle. The once young boy that just entered his teens and crushed on Rarity since the moment he laid his eyes on her. That was five years ago and in her opinion time had been good to him. He went from a short, cute, and slightly chubby boy into a growing, handsome young man. Said young man ran up to the lady and gave her a hug, a hug she lovingly return and tried to enjoy every second of it. Much to her sadness the hug quickly ended.

"How have you been?" Spike asked with a smile. Rarity took a quick second to look over her future boyfriend. Time could really do wonders to a person and Spike was the perfect example of that. He was now just about her height and had lost a lot of his chubbiness on his stomach and face. He joined the local basketball team two years ago and it showed. His muscles, while lean, were more noticeable, just how she liked. Not too big, not too small, just right. He was still wearing his team uniform that was the usual basketball shirt and shorts. While Rarity had no doubt she could come up with a better design it did the job of showing off his arms and legs. Combine that with the sheen of sweat and musky scent, it was enough for more than a few dirty thoughts to pop into her head.

"I've been splendid, darling." She said with a happy smile, making sure her face didn't give so much as a hint to her more sexual and naughty thoughts. "I was just on my way to see if Twilight was free today for lunch. You could come to if you want." She said the last part hoping he would say yes.

"Sure, I could use a bite to eat. Coach has been really working us hard for the next game." Spike said as he wiped the sweat from his forehead. With that said, the two made their way to the crystal castle. Rarity went at a pace so that Spike was the one leading the way with her right behind him. Another thing that Spike's short showed off was his butt and Rarity was enjoying the view. She could feel her hands twitch at the temptation of reaching out and cope a feel, but held them at bay.

'Patience Rarity,' she thought to herself. 'Your time will come. Come next year, he will be mine.'

The main problem with Spike being her dream boyfriend was the fact he was younger than her by six years. In her opinion the age gap wasn't a problem. She herself had heard, seen, and even meet couples with bigger differences in age that still lead happy lives. However it wouldn't be legal for her to pursue him until he was nineteen, the legal age of an adult in Equestria. She had thought of forgetting that minor detail, in her opinion and seeing that he was going to turn nineteen in under a year, and just get her man by turning him into one more than once. However, fear of what would happen if others found out, and being persecuted for a crime held her, even if it was just barely. For now she would wait for her time and wait for the perfect opportunity to strike. Though there were two problems that could make her future plans difficult.

"How have you been Spikey?" She asked.

"Pretty good. A few days ago I went out on a date with a girl named Diamond Tiara. The funny thing is that she was the one who asked me out." He answered casually. If he looked back he would have seen the quick twitch of Rarity's eyebrow.

One of the problems was that other girls around Spike's age has started to realize just what a catch he was. It has gotten to the point where Featherweight had been making a profit on selling pictures of the green haired teen he had managed to take without him knowing. Including a few without his shirt on. Which Rarity owned a few copies for her own pleasure. Thankfully only a few had managed to gather up enough courage to actually ask the boy out and none of those dates ever went anywhere. However, it still made Rarity wait in baited breath whenever she heard about it, hoping that it went wrong and Spike didn't end up in a long term relationship.

"I see," The high class woman replied in a strained voice. Thankfully Spike didn't notice. "How did it go?"

"Not well," Spike stated bluntly in a deadpanned voice.

While Rarity was doing the happy dance in her mind she was curious how bad the date was to get such a reaction from the usually calm and patient gentleman. "Why is that, darling?"

"She might be a pretty face with a good body, but her personality and attitude sucked something fierce." Spike explained. "While we were waiting for our food she went on about herself, how rich and well positioned her family was, and how much she hated Applebloom, Sweetie, and Scootaloo for about fifteen minutes straight. I couldn't even get a word in edge wise. And when the waiter made small mix up with her drink she verbally torn him a new one!" Spike rubbed his temples at the memory. Making a mental note to ask Twilight if she knew any memory erasing spells. "The guy literally broke down, went into a fetal position, and cried right next to our table for Celesita's sake! I really wanted to just run out of there out of pure embarrassment."

"Oh my, that must have been dreadful."

"It's safe to say that I'm not going to be showing my face at Cheeszers any time soon."

"Though it takes a lot of willpower not to leave in the middle of such a bad date."

"I think it's more of a case of me being too nice for my own good." Spike grumble to himself.

"Don't say that darling," She said as she gave the teen a tender hug from behind. "Being nice and a gentleman to a fault is one of your best traits and I wouldn't have you any other way." Rarity said in a teasing whisper. While Spike did blush at her words it was small, much to her dismay. When he was younger such a thing would cause the green haired boy to blush bright red. Another fear of Rarity's was that Spike was losing interest in her. He didn’t seem to react to her actions and presence nearly as much as he used to. Though that could be because he was maturing and was learning to hide his affections for the better. She was hoping that would be the case.

The two made their way to the Spike and Twilight's home. As the two made their way inside they could hear chanting of some kind deeper inside the castle. There was a surge of magic and a flash of bright light down one of the hallways. The two could hear something bouncing off of different objects and their friend screaming. Without a second thought the two charged down the hallway in order to help her friend. When the two opened the room where the newest princess was they saw her hiding under the table while a ball of magical energy was bouncing of the crystal walls.

After a bounce they realize the ball of magic was heading towards Rarity. In a valiant effort Spike jumped into this path, intending to take the hit. Sadly, they were both wrong and instead of hitting Rarity, it hit the door frame. After Spike landed hard on his side the mystical missile ricochet a few times before it truly hit Rarity, she felt the wind knocked out of her while her body glowed for a second before dissipating. She started to feel woozy, her knees shaking before Spike jumped up to help her balance.

"Rarity, are you okay?!" Spike yelled out of worry.

"I'm fine darling, just a bit woozy." Rarity said with a shaky smile to hopefully soothe the young man's worries.

"Twilight, what was that spell?" Spike asked his older sister.

"It was supposed to be a simple growing spell, but something went wrong." The purple haired princess explained. She looked over her friend and stated, "Well, doesn't look there was any physical effects. However I'll look at the spells instructions to see where I went wrong and make sure there aren't any side effects."

"While you do that I'll take Rarity home and keep an eye on her." Spike stated as he lead Rarity out of the castle.

"I'm telling you darling, I'm fine." Rarity tried and failed to assure the green haired teen as he continued to lead the dressmaker to her home.

"Considering that you can barely stand even with my help, I don't think you're okay." Spike countered as they went inside Rarity's store and home. Once he had the woman on her bed he asked, "Did you have lunch yet?"

"I haven't, but you don't-" Rarity was saying before she was cut off.

"Sorry, but I'm making you lunch anyway." Spike said, leaving no room for argument as he took off her shoes and placed them to the side. "You just rest here and I'll bring up your lunch in a little bit." With that he left the room. Rarity sighed as she fell onto her back and looked up to the celling.

"I can take care of myself." She mumbled to herself. Though she couldn't help, but like being dotted on by Spike like when he was younger.

Suddenly she felt a surge throughout her body. It left as soon as it came, much to the dressmaker's confusion. Before she could even comment on it she felt it again stronger than before. She curled up on herself and wrapped her arms around her body as the feeling continue to grow and cause a great deal of discomfort and pain. So much so that she couldn't even scream due to it being so intense. She could feel her body become unbearably hot, her muscle burning, and it felt like her clothes were getting smaller. Through the haze of pain she realized that her body was violently changing.

Her body grew at a rapid pace, to the point where her clothes gave out and started to tear. Once porcelain white became a shade of black. Even her hair became a shade darker than her usual color while keeping its sheen. Rarity's nails grew sharp, almost becoming claws. The woman's ears lengthen to resemble elf ears and her teeth turned into dull fangs. After what felt like hours the changes stopped. The woman planted as the pain quickly faded away. She moaned as got to her feet and stumbled to her full body mirror.

"Well, that was dreadful experience," Rarity groaned. "I hope I don't have to go through that again." She finally got a good look at herself and gasped at what she saw.

Rarity went from being 5'9 feet tall to a 6'3, almost matching Big Mac in height. Not only did her body grow in height, but in mass as well. Her shoulders were wider and her arms, thighs, and legs now thicker with muscle. In her opinion her new muscles were that of a sleek bodybuilder, large but not over excessive. A once flat stomach now showed the beginnings of a six pack. She also noticed that both her breasts and butt were larger as well. Rarity's once D-cup breasts upgraded to a high F-cup, if her pillows straining against her now much too small bra was anything to go by, while still as perky as ever. Looking closely the newly changed woman also noticed that her hips were slightly larger to be proportional to the rest of her. Her new body showed a great amount of strength while still retaining her womanly curves. Basically, her figure went from that of a runway model to an amazon queen.

(For those with a lack of imagination think this)

"Oh my word!" Rarity said in shock. "How is this possible?" Her minded raced to find the answer, the newly made amazon's eyes widen when she found it. 'Twilight's growth spell! It must be the reason behind this change!' The dressmaker thought to herself as she continued to look at her reflection.

After she had a moment to calm down, her shocked look on her face was replace with an appraising one. This wouldn't be the first time she had seen someone drastically changed through magic, in a few cases it happened to herself. So this wasn't anything new to the dressmaker and was confident that this was only temporary. All she needed was to get in touch with Twilight and get her to turn her back to normal. In the meantime she decided to truly take in her new look. Rarity moved her body this way and that, flexing her new muscles, and struck different poses.

"Hmm, not bad. Not bad at all." She complemented herself. "While I'm perfectly fine with my old body, this one does have its charms. The height is nice and it never hurts have a bit more in the front and back. I would have tone down on the muscles. Thankfully their not as large as Big Mac's or worst yet, the size of that Snowflake person." The woman shuddered at the thought of having muscles that large. "Though I do like the feeling of being strong. I wonder if Applejack and her brother feel the same way? The skin color is quite exotic, but I'm not sure if black suits me, the same could be said about the ears and nails."

After she was done critiquing her new body she noticed a feeling welling up inside her. It was small, something at the back of your mind that you wouldn't noticed if you were focused on something else. Rarity focused on the feeling and realized that it was a certain inch. An itch she, and just about any adult during a long dry spell, was quite familiar with. Normally the newly made amazon would use some of the toys she had hidden in her room to get rid of the feeling, but with Spike downstairs it wouldn't be a good idea to scratch that feeling at the moment.

As if summoned by her thoughts she heard someone making their way up the stairs, no doubt Spike bringing up her lunch. It was at that moment that Rarity started to panic about what the young man's reaction would be to her transformation. In her state of fear and panic she didn't realized that someone like Spike, who was both understanding and no stranger to weird situations, wouldn't react badly if she calmly explained herself. The changed woman quickly turned off the lights, closed the blinds, and stood against the wall, next to the doorframe. The door opened inward, hiding Rarity just as she planned.

"Rarity," Spike called out. The newly black skinned girl peaked from behind the door to see the green haired teen carrying a serving tray with her lunch. "I made you your favorite, my famous egg salad sandwich, along with a bowl of chicken soup, and a glass of orange juice."

Rarity was touched by the fact that the young man went through all the trouble to make such a lunch. However as she looked at the young man, the itch quickly became an overwhelming desire along with something else. A primal desire to take the teen for herself. To pin him down and mark the young man as her's and her's alone. As Spike put the tray down and started to look for Rarity, she licked her lips as she gaze on him became lustful. Her body heated up as her imagination went wild about all the different, sexual things they could be doing together. She could feel her body slowly move forward to grab the teen.

'NO!' Rarity screamed in her mind. Forcing her body to stop. 'You are better than Rarity! Spike maybe your dream, but we can't just take him! No matter how nice and sexy he is! It would be improper and barbaric! Stick to the plan. Get close to him, wait until he is of age, than I confess my affection for him, slowly build our relationship, and when the time is right, we make love in candle light. I've waited all my life for my soul mate, I can wait a couple more months.'

She was resetting her resolve when Spike kneeled down and decided to look under the bed for the dressmaker. Accidentally giving the amazon the perfect view of his rear. One look at his, in her opinion, perfect butt turned her burning lust and desire into a raging inferno. Demolishing all of her reasoning and restraint.

'...You know what, fuck it and him.' Once she reach an accord with herself she slowly made her way towards the unsuspected teen with the silent grace of a predator. Rarity's body was practically trembling in anticipation of the things to come. When the amazon was about an inch behind the teen, her arms poised to grab the dressmaker's prey with one thought in her mind.

To fuck the green haired teen's brains out like there was no tomorrow.

The teen in question stood up from his crouching position and scratch his head in confusion, wondering where fashion designer went. He practically jumped out of his skin when two strong arms wrapped around his arms and chest and was pulled towards somebody. His back slammed into something hard and his head was nestled between two large, soft, yet firm orbs. He felt someone placed their nose firmly into his hair, taking a deep whiff before letting out a sigh. He was about to struggle free when he caught with a whiff of a really familiar scent of perfume. One he knew practically by heart.

"Rarity?" Spike asked in his confusion. How could it be Rarity? She wasn't nearly as tall or big, Spike blushed at the innuendo, as the woman snuggling up to him like he was a teddy bear. However he was proven wrong when the woman spoke.

"Yes Spikey?" The woman purred. Her voice was muffled due to her still taking in his scent but could tell it was Rarity's. Though it sounded odd in Spike opinion. It was ever so slightly deeper and was laced with a tone he never heard from the beautiful woman before. He couldn't help but blush at the sound of her voice.

"W-W-What are you doing?" The teen stuttered as fashion designer's grip on him tighten. Digging his head deeper between what he assumed was her now larger breasts. She pulled her nose from his hair and moved her mouth closer to his ear. The green haired teen shivered as he felt the attractive woman's warm breath.

She huskily whispered into his ear, "Something I should have do a long time ago."

His body started to shake in unknown anticipation. A thousand thoughts were running through his mind at the meaning behind her words. With equal parts excitement and dread he asked his next question.

"Which is?"

"First, you answer a question of my own." Rarity whispered. Spike could have sworn he heard her gulped and let out a long sigh, as if preparing to ask a difficult question. "Do you still have a crush on me?"

The young man stiffened and paled at the question before a bright red blush spreaded across his face. His mind was in the verge of overheating. He wanted find the deepest ditch he could find and hide in it forever. The only things stopping him was the woman's presence and arms. Seeing that he had no place to run the teen decided to bite the bullet.

"Y-Yes, I-I do." He stuttered. He took a deep breath to calm his nerves and continued. "Though I wouldn't call it a crush at this point. It might have been one when we first met, but as I got to know you, the real you, those feelings slowly turned into love."

"Then why did accept those dates from the other girls?"

"Because I knew you were out of my league. When you constantly went after people like Blueblood, Fancypants, and Tenderfoot, it hurt." Rarity flinched when Spike mentioned those names. It made her feeling guilty of putting through all that right in front of him, regards of his known feelings for her. "I tried everything I could to get you to love me. However you would easily give those affections to those guys and I understand why." The transformed woman felt her heart slightly break at the statement. The sound of the teen's voice was that of a man who accepted his fate. "You are a talented, matured, sophisticated, kind, and beautiful woman who any man or woman would be thankful to know. Except for Blueblood, the people I mentioned were worthy of your attention. I'm just a lowly, kid assistant, what chance do I have with a woman like you? It took a while to accept that we would never be together, even when I did my feelings for you didn't go away. So I started to date, hoping to find new love so I could move on. Though you know how well that worked out."

There was a tense silence between. Spike tried to brace himself for any comment or reaction from the woman of his dreams. He felt her grip on him lessen and became more comforting. Hearing a sigh coming from her lips she said the last thing he expected her to say.

"I'm sorry." Her voice filled with regret. "It appears my narrow minded thinking and obliviousness has caused you a lot of problems. I was so busy trying to find a prince in an ivory castle that I didn't notice someone just as great right in front of me sooner. And yet you were mature in a situation where many wouldn't be all by yourself. Can you forgive me for my thoughtlessness?"

"Of course I do Rarity. Even if we couldn't be together as lovers I was happy with being your friend."

"You are far more than just a friend Spike. That is why what I'm about to do next is also my way of saying sorry for all you've been through and a reward for your patience." Rarity's grip on him tighten again.

"Umm, what are you going to do again?"

As soon as Spike said that many things happen in a few seconds. He was lifted off his feet, turned around, and pinned to the wall by his shoulders. He was now eye level with the woman and saw the transformed Rarity in all her glory. A mixture of shock, confusion, and arousal appeared on the young teen's face as he took in her new features. Seeing no real negative response from the teen made the amazon smile as he answered his question.

"Why, making you mine of course." The amazon said before slamming her lips on the teen’s.

Spike eyes widen to the size of dinner plates at what was happening. Rarity, the woman of his dreams, was pinning him to the wall and making out with him. She was now pressing her body against his to keep him place. With her hands free the dressmaker once again wrapped her arms around his chest and arms. The blush on the young man's face turned up a notch as he felt her chest press against his own. Her pillows felt so good that he couldn't hold back the moan coming out of his throat.

That moan was the perfect opportunity for Rarity to spear her tongue into his mouth, turning the mashing of lips into a proper kiss. Her tongue thrashed and danced inside his mouth. Spike tried to put up some resistance with his own muscle, trying to mimic her movements. Rarity smiled at the teen's attempts, but she quickly overwhelmed him. Showing just who was in control of the situation, though it wasn't that Spike mined at this point.

As Spike was losing himself to make out session he noticed something odd. His consciousness and his sight was slowly fading to black. At first the teen thought to be due to the passionate kiss he was receiving until he realized what was happening to him. He was slowly passing out due to the lack of proper amount of air intake. He didn't think to breathe through his nose at the time and Rarity wasn't giving him a chance to take a breather. The green eyed teen tried to push the woman away so he could breathe, but she didn't move. In fact, to seemed to make her hold him tighter and kiss more passionately. As he faded into unconsciousness, one thought appeared in his head.

'I could think of worst things to be knocked out by than a too long make out session.'

Spike slowly opened his eyes as he regained consciousness. He looked around with squinty eyes to see that he was still in Rarity's room. He tried rub his eyes to wake himself up, but for some reason he couldn't. He looked up and much to his shock saw that his wrists were tied to the bed post above his head by a pair of pink, fuzzy handcuffs. He looked down and saw that his ankles were in a similar position thanks to some pink clothe. He was even more alarmed and somewhat turned on when he realized that he was completely naked.

After taking stock of his situation the teen said to himself, "This is either really good or I'm in some real deep shit."

"I would say you’re in for the first option, but I believed it wouldn't do what I'm about to do to you justice." Rarity said as she came into his view completely naked. "Sorry about making you pass out. I guess I got a little too into it."

"I-I-It's no problem." The green haired teen stuttered. Spike couldn't help but see her clothe less body into his mind, taking note that the area over her lips was completely smooth.

The amazon smiled at the look the target of her affection was giving. She crossed her arms under her large chest to push them up and asked, "You like what you see?"

"Yeah," He said after getting his thoughts straight. No easy task considering what is in front of him. "After all it's you. Though it does bring up a rather obvious question, but I'm pretty sure I already know what the answer is."

"Well aren't you just a little charmer," Rarity purred as she took a seat next to the restricted teen. She drew circles on his chest with her finger. Out of the corner of her eye she noticed a particular part of her soon to be lover's body was slowly rising to the occasion. "As for your question and answer I got a pretty good hunch what they are about and I agree with you. I'm pretty sure that my transformation was a result of Twilight's spell."

"Then we should call Twilight or something. She should really know about this."

"And we will, after we had our fun." The dressmaker was now on all four with the teen, now smaller by comparison, under her.

"As much as I had dreamed of this moment I'm more concern about other possible side effects and I don't want this to happen while you’re under the influence of a spell."

"Don't worry my Spikey Wikey, I feel great and the spell isn't making me love you. I've been in love with you for quite some time." The teen's eyes widen at her confirmation. "I've been planning this for some time now, if anything the spell gave me the need to speed up my schedule."

"Really?"

"Of course. Now tell me, do you want this? Do you want me to ravage you, to make you mine and no one else?" She said in a dominating tone with lust oozing out of every word.

"Y-Yes." The teen embarrassedly whispered.

"You need to be louder than that darling. Or maybe you don't want this." She cutely pout as she positioned her breasts in front his face. Hovering just out of his reach as she boded them back in forth. "To truly know what a man and a woman could do together."

"I want to do this." Spike said in a louder tone.

"Do what, darling?"

"I want you to turn me into a real man so I can fuck you as one!" Spike practically yelled.

The amazon brought her face close to his as she whispered, "See, that wasn't so hard now was it?" After a quick, searing kiss Rarity slowly moved down his body, leaving a trail of kisses in her wake, until she was leveled with his manhood. It was fully erect, but was a little under seven inches. Rarity wasn't surprised or disappointed by the size. He was still a bit young and has a few more years for his body to grow, his dick will hopefully follow suit. To her pleasant surprise it was just as thick as a full grown man's. She reached out and took a hold of it in her gentle grasp. Spike gasped at her touch as she said, "Just to let you know, you're not allowed to cum until I say so. If you released without permission there will be a punishment in store for you."

Any words the teen was about to respond with died in his throat when his crush licked the entire length of his manhood in one go. She slowly twirled her tongue around the head as if it was a lollipop. Her hand from earlier was massaging his pillar near the base while her free hand was fondling his balls. The green haired teen thrashed at the sensations he was feeling, but his bonds held tight. Rarity couldn't help, but deeply enjoy the faces and moans her love was making at her touch. The sounds and sight making her lower lips wet and tremble with anticipation. She had planned to make Spike cum without her permission and decided to speed things up.

She opened her mouth, putting just the head, licked, and gave it a hard suck. Spike's eyes almost popped out of his skull as he bucked his hips at the pleasure. Another inch of his manhood disappeared into her mouth, of which the amazon licked and sucked. She did this again and again until the entire thing was in her mouth. She bobbed her head a few times before doing the process with reverse. Once she was back at the head Spike could hold it in anymore and released inside the woman's mouth. Thanks to experience Rarity gulped each rope of cum with ease. Once the young man was done she pulled his meat out of his mouth with a pop.

"Aww, now who told you to cum?" She said in a scolding tone. She stood up on the bed, towering over the panting young man who was coming down from his pleasure high. "A bad boy like you needs to be punished."

"Which *pant* is?" Spike panted out a snarky question. Rarity merely grinned as she turned around. As she got on her knee the woman hooked her legs under his arms. Her new, large, and muscular peach shaped rear was in perfect view, only a few inches from his face. The fashion designer looked over her shoulder at the young man and gave her ass a slap.

"I'm going to ride your face until I cream all over it."

The second the amazon said that she planted herself firmly on his head. Her wet cunt was firmly placed against his mouth, her hot, juicy snatch was rubbing against the bridge of his noses, while her muscular double moons covered his eyes and forehead. The only part of the teen's head that was still visibly was his green hair.

The fashion designer sighed in pleasure and delight as she grinded herself against her love's face. Her juices slowly dripping down from the sides of the young man's mouth. While she wasn't really into facesitting the thought of doing so to Spike truly tickled her fancy. She may not look like it, but she normally preferred to be the dominating one during sex. The one on top and setting the pace. Spike, for whatever reason, made that desire stronger. To dominate him, to cover him with her essence as if she was marking him as her territory. The mere thought of doing such of thing had gotten her wet on many nights of fantasying. Though she had planned for her man to take charge later on during this session and some of the countless others that she was sure were to come.

Spike couldn't believe the situation he was in. Rarity, the woman of her dreams, had not only tied him to her bed, but also had kissed him, given him his first blow job, and was now riding his face. While he didn't know how he ended in such a position he couldn't help but deeply enjoy it. Her rear was large, firm yet soft, and smooth. It felt amazing to touch, even if it was his face. While he could still breathe every pant was filled with the scent of her intoxicating musk. She was moving faster and more furious by the minute. Her moaning grew louder as nectar slowly dripped into his gasping mouth faster. The taste was beyond description, yet he wanted more.

The amazon gasped due to the spike of pleasure caused by the lick of a certain someone's tongue against her pussy. "Oh Spikey, looks like someone is enjoying their punishment."

The teen's response was mumble, which pleasantly vibrated against her lower lips. This was his first time eating someone out. What he was doing based on what little he had heard about from his friends and guess work. What he lacked in experience he made up for with determination and enthusiasm. Constantly switching between circling the woman's lower to thrashing around inside her pussy.

'Spike is doing pretty well for his first time, but I think it would be a good idea to teach him how to truly pleasure a woman later.' Rarity thought to herself. She decided to simple enjoy her loves efforts as she continued to grind herself against him. This and his tongue was making her climax approach a lot sooner.

She placed her hands on his chest to steady herself as grinded herself against his face more furiously, trying to get that sweet release so they could get on with what she had planned. Soon a massive surge of pleasure shoot throughout her body as Spike's tongue accidentally found her sweet spot. Rarity screamed as her cream came out in a large and steady stream. She lifted herself slightly up so that not only would it go into her panting mouth, but also all over his face as promised.

As she finished with her climax and came down from the pleasure induced high the fashion designer got off of her man to admire her handy work. The teen panted as he had a goofy and delirious expression on his face while every inch of it was covered in her cum. The very sight was deeply arousing and her lust for the teen came back full force. The woman quickly pounced on the tied up teen and slammed her lips against his. Before the young man could get his thoughts in order she pulled her lips away only to attack his neck.

She licked, kissed, and sucked on a single spot. A tingling sensation shot up and down Spike's body due to her treatment. After a couple minutes of doing so she moved back and saw that a hicky had nicely formed. Rarity reached down gently grasped his dick again, once again reaching full mast.

"Looks like somebody is ready for round two." She whispered into his ear. With a flick of her wrist Rarity's magic undid the bonds on Spike's legs and moved his body until his back was against the headboard. Out from under the bed a bottle of lotion floated in her magic aura.

Spike couldn't help, but eye the bottle with worry. "Please don't tell me a dildo shows up next, because I'm really not into that sort of thing."

The woman giggled at what he said. "Don't worry darling that isn't was I had in mind. Though I do have a question."

The teen raised an eyebrow at that. "Shoot."

She didn't respond at first. She poured some lotion into her hand and gently spread it on the green haired teen's manhood. He gasped at first since the lotion was slightly cold, but it quickly turned into a pleasant sigh at her skillful touch. Once the rod was nicely coated she asked her question.

"Are you still a virgin?"

The young man could only blink and be slightly embarrassed at the question. "Yeah, but I thought it was pretty obvious."

"It was, I just wanted to be sure." The amazon got up and squatted in front of him, showing off her ass to him. "With that being said I would like to say I'm sorry in advance."

That got Spike worried again. "For what?"

She simply grasped his dick and centered the tip between her butt cheeks. His eyes widen as he realized what she was about to do. Before he could even think to say anything she bucked her hips backward. His manhood disappearing into her asshole in one go thanks to the lotion.

"For taking your virginity while pitching anal, but I wanted us both have our firsts together and my back door is the only thing left untouched." She moaned along with the teen. Spike's mind went completely blank as his lover's backside slammed into his hips. The lotion made it easy for his dick go inside the amazon's incredibly tight asshole without much trouble while still having enough friction to feel out of this world. It almost made him cum right then and there.

The woman sighed in contentment at the feeling at her love's buried deep into her muscular rear. She could feel it twitching wildly inside of her. She decided to give the young man a minute or two to calm down a bit. The amazon didn't want him to blow his load just yet. After she felt he hope calmed down enough she went to work. Spike gasped as she started to practically hop really quickly on top of him without pause. The sounds of flesh slapping against flesh filled the room along with their moans. One of her hands quickly found her pussy, inserting and pulling out two fingers while rubbing it fiercely.

The teen felt like he was slowly losing track of his thoughts. Every time he was all the way inside her he could swear that the fashion designer gave him a quick squeeze before pulling out. While he was enjoying this he wanted to see his love's face, not her muscular back and silky hair. He wanted nothing more than to reach up around and grab her surely bouncing breasts. Sadly he couldn't even reach her shoulder thanks to the handcuffs. Too soon for his liking he felt his orgasm coming any second now.

"R-Rarity," Spike tried to warn, but the words quickly died in his throat. Realizing what her young love was trying to tell her made the amazon to slam down and squeezed hard. That tipped the green haired teen over the edge. Rarity cooed as her love squirted rope after rope of cum inside her ass. By the time it stopped her ass was close to overflowing. She pulled herself up, Spike's dick came out with a pop and had started to shrink down to normal size.

"Well that was fun," The fashion designer panted. She stood up to tower over him. The way she had a sheen of sweat made the woman look amazing to the teen. "I hope you’re ready for the main event."

"Umm, as much as I would like to say yes, I don't think I could go another round." Spike said with a blush of embarrassment. The last thing any guy in that situation wants do is to admit that they can't go one while their partner is still rearing to go.

"Oh I thought that might be the case," Rarity replied. She had a grin as if she was a cat that managed to sneak a canary for a snack. "Thankfully I know just the thing that might help to perk you and mini-Spike right up."

"What are you-" Before he could finish the amazon undid the handcuffs with her magic. While the teen was rubbing his wrists he gave out a manly, according to him, yelp as he was suddenly flipped onto his stomach. He gave another yelp when he felt two strong hands grab his butt.

"Hmm, did anyone tell you that you have a really cute, little bubble butt?" The woman cooed as she kneed his butt cheeks as if they two piles of dough. "And it feels amazing. Soft like dough yet you can feel the muscle right under the softness." She spread his cheeks apart to reveal his own butthole. The woman licked her lips as she said, "It looks so cute, good enough to eat."

The green haired teen quickly got what the woman was hinting at and tried to object. "Hey wait a sec-Uwahah!" He gave an unusual yell as the amazon dragged her tongue upward across the puckered hole.

"Hmm," The woman let out a warm sigh that could be felt with his backdoor, sending a shiver up his spine. "A bit salty, but I can see myself getting used to the taste." She slowly circled her tongue around the puckered hole. Spike thrashed about at the tingling sensation shooting throughout his body from his asshole, but Rarity's firm grip held him in place. His manhood was slowly coming back to life. After a bit of teasing the woman finally forced her wet muscle past the entry point and inside of his backdoor. Her lips covered his anus as if she was giving it a French kiss. As the woman wiggled her tongue inside his rectum the pleasure was like electricity that shocked every part of his body. His dick quickly went completely due to the treatment the young man was receiving. Spike clenched his teeth in order to keep down the unmanly moan that was building in his throat at the insertion.

After a minute of this, with her tongue still inside of her man, Rarity reached around and under Spike to stroke his cock. After feeling it completely hard and at full mast she pulled her wet muscle out of his rectum with a pop.

"Looks like someone is ready for the final round, good." The amazon commented with a purr. Spike quickly found himself in a similar position to the one he was just in moments ago, siting up with his back against the headboard. The large woman practically pounced on him. "Because I know I am." She squatted over the smaller teen and aligned his manhood to her flower. Like before she slammed down on him and gripped him for all he was worth with her velvet like walls. Rarity cooed at the full feeling of having her love finally inside of her while let out a not exactly manly moan. "And now you're officially mine."

She grabbed Spike's wrists and held them above his head and against the wall. The amazon leaned her body against her lover's. Due to her difference in height Spike's ended up right between her large breasts. They felt as smooth as silk while the perfect mixture of firm and soft. The young man groaned between the two, the vibrations from his voice causing the woman to let out another coo.

"You like my breasts, don't you?" Rarity asked. The teen nodded his head, earing another coo from the woman. Without another word she started to hop up and down on his lap, rubbing her boobs against his head. After three hops she would slam down on, tighten her grip on his manhood, and grind in circular motions. She repeated this process over and over again, each time being stronger than the last.

Spike was beyond heaven and cloud nine at that moment. His head was surrounded and being rubbed by two silky, large mounds while his dick was being messaged by all-encompassing velvet walls. His moans came out of his throat with abandon into the woman's breasts, adding more to her own pleasure. The teen wanted nothing more than to reach out and grab her, her amazing breasts, her tone and large butt, anywhere he could reach. Sadly the woman's iron grip on his wrist couldn't be budged an inch. All could do was buck his hips for all he was worth.

Rarity was beyond happy. She had finally done it. Spike was her's and she was his. Not only was she feeling the pleasure she was experiencing but also the feeling of doing with someone who she truly loved and that person felt the same way. Every part of her body was on fire. The amazon's mind was almost completely focused on only bouncing and grinding on her love's lap. The fact that Spike was moaning into her breasts and was trying his best to fuck her in his position made her smile even more. She wasn't sure how long they had been going at it, but her moans and turned into screams as she felt her climax coming.

"R-rarity, I'm close," Spike's voice was muffled from between her bosom, but the amazon got what he was trying to say. She decided to let her man lead for a change. The leaned backwards and landed on her back, taking Spike with her and making sure the two stayed connected. Spike to a minute to realize that he was on top for the first time since this started. He looked down to see the sly grin on his lover's face.

"Finish us off darling," She told the teen with a wink. The green haired teen got what she getting and, without a second thought, processed to fuck her for all he was worth. Seeing his chance the young man reached out and grabbed the woman's bouncing mounds. After he took a second to memorize the feeling of them on his hands his mouth found one of the woman's diamond hard nipples, much to the amazon's pleasure. Spike didn't even try to fake any finesse or skill into his trusts. Instead he went with what his instincts was telling him, to put every single ounce of emotions for the woman under him into every single thrust and switching from one nipple to the next.

Rarity knew that he was too focus on his own pleasure since it was his first, his movements is what she was expecting of a rookie in the world of sex, and she couldn't care less. Spike, her former crush and now lover, was fucking her like there was tomorrow while groping and sucking on her breasts. She let out a combination of moans and screams to show just how much she loved his efforts. She was the happiest woman in the world right now and soon she would be the happiest and most content woman in the world.

Beside there would be many chances for her to teach him the fine art of love making later.

"Rarity, I'm gonna-" Spike panted out after he managed to pull his lips away from one of her nipples. Rarity grabbed his head and stuffed it between her bosoms while her legs wrapped around his smaller waist.

"Don't worry Spikey, let it all out! Fill my flower with your cum!" The amazon practically commanded the teen, not that he needed it. After a few desperate thrusts he came hard inside her. This was what she needed to cause her own orgasm. She screamed her lungs out as she held Spike in a death grip. The lovers' fluids were mixing together inside her. After a few minutes their climaxes ended and the two were left panting and sweating, neither one letting go.

"Rarity," Spike whispered. He was quickly falling asleep due to the exhausting actions that just took place and the comfortable pillows his head was resting on.

"Yes, Spike?" Rarity whispered as she looked down with love, happiness, and content dancing in her eyes. Her iron grip on the teen had relaxed to a loving embrace, one of her hands was gently combing through his hair.

"I love you," He whispered before letting himself fall asleep on top of his love.

A small yet happy smile appeared on the woman's face as she said, "And I love you, my Spikey Wikey."

The woman stayed in that position for a while. Her love resting on top while she watched the peaceful expression on his face while running her hand through his hair. After about thirty minutes her phone on her dresser started to ring. With a flick of wrist and some magic the phone lifted off its stand and landed on her free hand.

"Hello, this is Rarity speaking." The amazon whispered in order to keep from waking up her lover.

"Rarity, its Twilight." Twilight identify herself.

"Oh hello, darling. How is the research going?"

"Good, I've figure out what went wrong. It turns out that there was a page missing and I ended up combining two parts of two different spells by mistake. Now, have gone through any... physical changes?" The princess asked with worry dancing in her tone.

"Yes actually, I have. I was more than a little surprised at first, but it could have been a lot worse." The amazon was wearing a happy smiling that the knowledgeable couldn't see as she stared at her sleeping lover.

"It's good to hear that you are being so upbeat about all this. It turns out that I ended up creating a physical modification spell. I'm not completely just what kind of changes will, or in this case, had occurred, but there shouldn't be any actual harm to your mind or body. With that being said, I have some good news and some bad news."

Rarity's smile got a bit smaller at that last line, but she kept her hopes up. "What is it?"

"There is a way to change you back to your old form and I should have the spell ready by tomorrow morning."

"And the bad news?"

"Your new form is..." She went quiet for a few seconds to find the right words. "...semi-permanent."

Rarity blinked at the conflicting information. "Come again, dear?"

"While I can turn you back to your old self I can't get rid completely of your new form either. Basically, once I do the spell you can change from your old form to your new one and vice versa at will."

Twilight couldn't see the glint that appeared in Rarity's eyes. A lot of new ideas came popping in her head one after the other at that bit of information. Most of them also involving a certain green haired young man. "Well, that isn't all that bad. I can already feel some new wardrobe ideas for my new look forming in my mind as we speak."

"That's good to hear Rarity. By the way, why are you whispering?"

"Oh Spike is taking a nap. The dear has been tending to my needs like the gentleman that he is." Rarity decided to not tell her friend what had happen between her and Twilight assistant and little brother figure. "I don't suppose he could spend the night. I do enjoy his company."

"Not at all. Tell Spike I'll see him tomorrow and to be good."

"Don't worry, I will. Goodbye Twilight."

"Have a nice day, Rarity." With that said princess hung up. Rarity's phone found its way back to its stand while amazon's now free hand found its way to one of Spike's butt cheeks. A happy and lustful grin appeared on the fashion designer's face as the teen let out a sigh under her touch.

"Oh, you can count on that.”