A Changeling Can Change You Too

by gingerninja666

Rating: mature
Tags: My Little Pony: Friendship is Magic, Spike, Sex, Slice of Life, Thorax
Length: 9258

Spike wants to hang out with King Thorax, but an unforseen side effect of the "New" Changelings quickly makes itself known. (M/M) (Transformation/Magical Feminization Story)

King Thorax and Spike are chilling together for the first time since Thorax gained both his shiny new body and his royal title. A playful poke inadvertantly sets a chain of events in motion for the pair. It turns out there are a few consequences to giving away love steeped in transformation magic like the Changelings do now.

Some naughty part of Thorax wanted Spike to look a little girlier. Spike finds his body is starting to agree. The two hormonal friends are left, nervous, horny, and with only each other for comfort

M/M story. Transformation. Feminization (Not full gender bending, only transforming body proportions to make someone look more feminine)

Published 2017-04-15 18:10:01 UTC
Last updated 2017-04-15 18:10:01 UTC

The Only Chapter.

“So, Spike. I want you to be totally honest with me. How do I look?”

Spike lifted his eyes from the latest issue of Power Ponies. A smile that was dangerously close to a smirk lit his face.“You look fine, King Thorax.” he said.

Thorax paused to pout at him. Thankfully. Spike had thought nothing would stop his back and forth pacing. The crystal floor of his room had been saved for a few more minutes.“Ohhhhh, you're just saying that. I look weird.”

“How so?” Spike asked.

Thorax quirked an eyebrow. At that exact moment, a cloud passed from in front the sun, and an errant ray of morning sunshine streamed in through the window, catching Thorax across the face. Spike had to shade his eyes as the light refracted and bounced off his friend's carapace, casting his room in a multitude of garishly abrasive colours, mainly purples and oranges and greens. In the centre stood Thorax, far taller than he had been when Spike first met him, and more technicolour by a magnitude that was completely immeasurable. His all encompassing black chitin had been replaced by glittering armour of all the shades being spotlit on Spike's walls. Purple on his back, green on his face, and fading seamlessly into a sunset orange around by his heart. As he sighed deeply, his broad chest, into which were embedded a trio of baby blue crystals, rose and caught the sun at many slightly different angles, creating a rippling explosion of rainbow coloured light, until his exhale took is chest out of the sun again. His once tattered legs, formerly jagged and riddled with holes, had become smooth and sleek and oh so long. Proud, orange, serrated antlers, like the mandibles of an insect mixed with the horns of a deer, curled around until they almost embraced high above his head, together framing a relatively tiny looking horn in between, peeking up from Thorax's forehead. The thick, beetle like humps of purple armour on his back lifted slightly, just enough for tips of two delicate wings to peek out, their membranes like dew threatening to catch the light as well.

Another cloud meandered in front of the sun, and it was over. It couldn't have lasted more than a few seconds, but the sight of Thorax's face, frozen into a disapproving pout, Spike had felt his lips begin to tremble, and he had just enough time to bury his face into his comic before he burst out laughing. Bless his soul to Celestia, Thorax didn't say a word to stop him. Not that Spike could've heard him, anyway.

***

“Aw, you know I didn't mean it,” Spike whined an hour later.

“I know your laughter, Spike. You meant it,”

“Then you know I was laughing with you. Geez.”

“Do I look like I'm laughing?” Thorax stopped pacing to attempt a glare. It would've almost been decent, had his traitorous lips not cracked his worrisome frown into a smile at the last second. “Twilight's really nice,”

“So, the royal tea party went well? You kinda just barged in and started pacing,” Spike reclined and stretched on his bed.

Thorax looked down at his hooves. “I think I'm getting the hang of it,” A single purple eye rose and regarded Spike. “Twilight wants me to come around some more. Fostering stronger relations between Equestria and the Changelings-”

“Changedlings,” Spike put in smoothly, closing his eyes.

“I'm not calling us that. But yeah, stronger relations between Equestria and the Changelings... y-you know.”

“Heh. I knew you had it in you,” Spike beamed warmly.

Thorax chuckled. “Is that a lie?”

“It so isn't,” Spike's tone dropped to one of utmost playful seriousness. “Why, from the moment I let you save me, I knew you were destined for greatness,”

“Is that how you remember it?”

“It's how the Crystal ponies remember it,” Spike raised his claws helplessly. “I can't help how history is remembered, Thorax,”

Spike didn't hear anyone cross the room, but he certainly felt a hoof jab into his plush tummy. For some reason Thorax felt very... very warm. Spike eeped and pretended to scowl though. On principle.

“One: I've lived in the empire longer than you, Spike. They don't. Two: Stop it, or I'll poke you again.”

“Please do. I won't let your brand of oppression silence the will of the people, Changeling scourge” Spike said playfully.

He was rewarded with another poke from that too warm hoof. When it withdrew, a single, pleasantly warm patch lingered on Spike's belly, and continued to throb with invisible heat. Slowly, it trickled up his chest and down to his hips. Spike's smile dropped momentarily. “Wow. Were you always so hot?”

Thorax froze in place. “W-w-what?”

Spike tilted his head. The orange colour on Thorax's chest seemed to rise up like a kettle being filled with water, until his entire head was consumed by an orangey blush. “Your hoof. It's, like, really warm dude,”

Thorax sagged in relief for some reason. “Ohhh” He then frowned and glanced at his hoof. “Wait, what?”

“It doesn't matter. Must have poked a nerve by accident or something,” Spike smiled, and patted the poked part of his chest. The warmth he was feeling had lessened slightly, but not really because it was going away, it was more like it was driving deeper and deeper into his chest, creating a denser sensation rather than an acute one. Still, it's nothing to bug Thorax over. Spike thought. Heh... bug. The two so rarely got to hang out. Spike hopped up and leaned down the side of his bed, sifting through a few stacks of papers until he snapped back up with a sheet covered in numbers and empty boxes for more numbers. “So, wanna roll an Ogres and Oubliette character? Next time you're 'round I can call for a special guy's night and... wait, you are a guy, right? Last time I'll forget how you guys work, I swear.”

Thorax was still looking at his hoof. Distractedly, he glanced up at the question. “O-oh. Yeah. I'm a guy. King Thorax, remember?” He shook his hoof (and his head) and planted it firmly on the ground. His kind, worrisome gaze locked onto Spike's, and the dragon knew his friend's attention was back. “Ogres and O-oubliettes? I've never even heard of it. Are you sure I wouldn't get in the way?”

“Nah. It's all about imagination. And who who would have better imagination than a changeling? ” Spike beamed. He rushed over to his desk. Fortunately, he had a few D20 dice laid out already (or maybe he'd simply forgotten to clean them up) and he grabbed one between two of his claws. “All you need to roll a character is that and one of th-whoops!” As he turned to present the die to Thorax, the little piece of cut marble slipped from his claws and clattered to the ground, right into the shadowy underside of Spike's desk. Spike snorted a tiny plume of green fire, and dipped down to retrieve it, grumbling irritably. He scooped the die up again, but just like before his claws fumbled with the thing and it clattered back down. Behind him, Thorax whispered an apology, and a magical aura of the same pale blue as Thorax's other magic sprung up around the die, lifting it up and filling the shadowed space with light. The illumination caught Spike's outstretched arm, and a good look at it caused Spike to abruptly stop. There was a reason he'd been dropping things.

At first, Spike couldn't quite grasp what was wrong, then he looked at his other arm, and it became clear. His right claw had somehow... shrunk. His claws had withered in size, and, to Spike's shock, were beginning to look positively dainty. The rough, calloused scales that once padded his palms, no doubt from all the weights he'd been lifting and definitely not from all the fist clenching he'd been doing while fretting about Rarity, had given way to little itty bitty palms covered in silky smooth scales. The deep, rich purple of his body had also faded all up his his arm, lightening to a shade that threatened to look a tiny bit pink. Spike wasn't a big dragon, nor did he have big muscles on his arms, but even the little amount of tone he'd managed to grow over the years was gone, replaced by round, soft pudge all the way up to his shoulder. Spike reflexively flexed his claws in disbelief, and that invading, creeping sense of warmth flared up for a second, stronger than anything he'd felt before. There was something else along with it; a gentle, pleasant tingle that was thick like treacle in his arm. The strength of the feeling caused his voice leak out of his mouth in a whimpering question, one that he couldn't make out over the dreamy sensation he was feeling. His arm trembled and dropped to his side, followed by his entire body a second later. Exhaustion took him, but not before the soft blue light of Thorax's magic cushioned his head against the ground, and rushed him to the bed.

***

When Spike finally stirred, the first thing he sensed was how wrong he felt, and the second was how his body didn't seem to agree, as a tender ache of delicious tingles throbbed from his forehead to the tips of his tail, like a million claws of a million microscopic dragons were massaging each scale and muscle fibre in his body. He felt squished. The comfy and familiar blanket he was nuzzling seemed bigger than it had been even that very morning.

Spike tried to rise, but a feeling like pins and needles only a magnitude more delectably intense robbed his muscles of their strength, and he flopped back down. He couldn't even open his eyes, but he heard and felt the bed shift as someone crawled onto behind him. A pair of long, strong forelegs hooked under his arms and tugged him into a seated position, letting Spike rest his head against something warm. Spike forced his eyes to flutter open, the effort alone sending a ripple of tingles through his face, and saw Thorax looking down on him with a face twisted in worry and glowing orange with embarrassment.

“Spike!” he whispered in a panic. “I'm soooo sorry! I should've been more careful,” The massive changeling averted his eyes, and Spike swore he saw a shimmer of something moist in his massive purple irises. “I'm so stupid,”

Spike's eardrums pulsed wonderfully as they strained to pick up what Thorax was saying, and his throat protested when he tried to talk. “Stupid about what? Do you know what's happening?” he managed to rasp.

Thorax didn't look back, but he nodded. “It's... it's a 'changedling' thing,” he said, stressing the name Spike had used in jest.

Spike frowned. He wasn't a changeling. He tried to speak, but his throat hitched, suddenly gripped by a warm fuzzy pressure. It felt like Pinkie Pie was nuzzling up to his vocal chords, crushing them in a great big hug. He gasped a few times, but nothing resembling words came out. Thorax winced, but he seemed to understand Spike's thoughts. He held Spike closer.

“I don't really know everything myself, but you know how we can give love to each other now?”

Spike nodded. Starlight had explained everything after Queen Chrysalis was defeated. Thorax, as he appeared now, had been the first thing Spike had seen after being freed from gooey changeling imprisonment. It still surprised him how quickly he'd recognized his friend. His kind and vulnerable eyes had shone so bright even behind his new, unrecognisably regal features. He wished Thorax would look at him with those eyes now. The feel of Spike's throat being hugged morphed into a steady kneading sensation. He was afraid to open his mouth.

“Well, a few of my friends, er, subjects, said that they'd noticed something odd since we all changed. Sometimes, after being given enough love by a changeling who was very special to them all at once, it would trigger a change in their form, sometimes even against their will. I think it's some kind of unintentional side effect of giving love this way after so long. Like, we're doing something wrong because we're using muscles that have gone unused for generations. Our magic is transformative by nature after all,” Thorax bit his lip. He turned even further away. “I didn't know it could do something to non changelings too. I must have given you a big dose of my love when I poked you. For a changeling we can easily just change back, but I don't know what'd happen to you. I'm sorry. I'm so, so sorry!”

Spike cupped Thorax's cheek, and with all his strength, eased the changeling's head into turning, until he could finally meet those eyes again. They were marred slightly by tears, and weighed down by self hatred, but the amount of love glistening behind it all was no less beautiful. Thorax, the changeling who dared to love, who braved the scorn of his entire people, who toppled an evil monarch all by himself, was crying over some baby dragon.

Spike giggled, then jumped at the sound of his own voice. It had become so much higher. Like if Fluttershy was mixed with how he usually sounded. A more naturally demure and gentle voice. Thorax only blushed harder. He tried to move away slightly, but Spike put more pressure on his cheek and held it firm. His arm throbbed and trembled with the effort.

“Y-you don't have to b-blame yourself for anything, buddy,” Spike said, beginning to pant from the feeling. “ I bet Twi can fix this later.”

“You're s-sure?” Thorax said hopefully, he sounded shaky as well.

“Yeah. Starlight and her can do anything. They're k-kinda ridiculous at this point. Just... I need to know something first,”

“What is it Spike?”

“This change...” Spike's eyes drifted shut in shame. It was his turn to blush. “Why does it feel so good?”

At that, the muscles in Spike's legs began to overheat. Still covered by his blanket, Spike might as well be in an oven, and Spike thoughtlessly squirmed to kick off the covers as quickly as he could. Only when the sheets had finished falling to the floor did Spike realize what he'd done, and what he'd revealed to Thorax's loving eyes.

Spike's perky little reptilian member, engorged and eagerly twitching, had risen to attention without the sheet to hold it down. Mortified, Spike tried to retreat into Thorax's chest, but all it did was let him hear the pounding of his heart when his eyes fell upon Spike's cock. It even seemed to be waving hello as it shuddered to a stop. With his hands too small to cover anything anymore, Spike wrapped his thighs around it to hide it from view.

Instantly, the heat Spike had felt returned in a rush. Spike had to endure, in horror and amazement, as trembling started to engulf his thighs, They quivered in what looked like doomed defiance, then thickened rapidly before his eyes. They softened, grew, and filled with inch upon inch of smooth, pliable pudge. Spike gasped helplessly as his cock quickly became squished between them, the new fat cradling its shape like a snug little trap, nuzzling it from all sides. Every second made them look more and more like the thighs of a curvy mare he'd seen on a cover of Playcolt. Each fresh ounce of meat that popped into being mounted the pressure, but also sent more and more achingly sweet pleasure pulsing through his cock. Spike whimpered as his tip escaped from between his thighs. He squeezed instinctively, but all it did was milk out a single droplet of pre that leaked onto his belly.

“W-wow, Spike,” gulped Thorax, and Spike tried to ignore a new stirring around by his tail area, where his butt met Thorax's lower abdomen. “Are you ok?”

Spike took a second to catch his breath. “Y-yeah. I think it's stopped.”

“I-I didn't tell you this, but back home whenever the changes happened, it was always during... intimate moments. Their love turned my subjects into a form their partner had a... p-penchant for.”

“Wait,” Spike tried to think. The feeling of being thigh fucked, even if it was by himself, was so intense that it nearly derailed him five times before he could get it out. “You mean you actually think about me like... that?” Spike cast a shamed look at his cock.

Thorax was silent for a while. His eyes looked around the room, pointedly at everything except the exposed tip of Spike's member. Finally, Spike felt him tense up. It wasn't fear, the changeling was steeling himself. “How could I not?” he asked. “You're the cutest dragon I know! The cutest anything I know. You also protected me. Put yourself on the line for me. The thought of Spike the Brave and Glorious holding me and keeping me safe gets me so worked up I can't even stand it!”

“Oh jeez,” Spike moaned. His heart fluttered with every word Thorax spoke.

Thorax sighed, and the steely posture Spike had been feeling receded slightly. “I'll get it if you want me to stay away after this. This whole thing has to be creepy as Tartarus,”

“Thorax, it's ok,” Spike said as soothingly as he could. “I think about you too.”

Thorax blinked. “You what? I thought you had your heart set on Rarity?”

Spike giggled weakly. “I'm a horny kid. I can have multiple fantasies.” Spike tried to muffle himself with Thorax's chest. At least he wouldn't be looking Thorax in the eye. “...like you and Rarity fighting over my cock.”

Down below, Thorax twitched against Spike's butt. “Who won?”

Spike tapped his tiny claws together. “You eventually realized that friendship... and worshipping my balls... was more important,” Spike looked at his tip again. Shuddering, he let his legs fall to each side. Thorax made a breathy sound of appreciation that Spike doubted was fully conscious. Embarrassment flared as he was put on full display again, but not as badly as he was expecting. He wanted Thorax to see, and a new thought had entered his mind. “Am I gonna lose it? Is your love turning me into a girl?”

“No!” Thorax yelped, more adamantly than Spike was expecting. Thorax cleared his throat. “I mean. I don't think so. I just wondered what would happen if were you a bit more... curvy. Th-that's all. I'd never take away a cock like that,” Thorax gulped. “Actually, since we're sharing. There was this one time, when I was all alone in the castle. I was in front of a mirror and, as a joke... I turned into you. I started posing, joking around. But then I...” An inch of something warm and meaty slid up Spike's butt to rest against his tail. “I looked in the mirror, looked at you, and I realized I'd started stroking myself, as you. I tried, but I couldn't stop. I couldn't even break eye contact with myself. Even after I'd fallen onto all fours. Even after I'd started drooling! Your eyes, even though they were my eyes, looked hungrier than I'd ever been as a changeling. Even when I was starved of love. I'd never been so turned on in my life.”

Spike's cock throbbed impatiently. He couldn't take it anymore. “Wanna see the real thing?” he asked quietly, and breathed deeply.

Thorax tensed up. His heart felt about ready to beat out of his chest He turned away, but he couldn't keep his eye from wandering back to Spike's crotch. Hopeful lust warred with the worry whenever spike saw the. “No. We should find Twilight. Shouldn't we?

Instead of answering, Spike reached down. With deliberate slowness, each dainty finger of his hand coiled around his member until he was sure he had a firm grip. Thorax stopped even trying to avert his eyes, and gazed at spike's hand in fascination, even as the embarrassed blush took up residence in more and more of his shiny changeling body. The weight of such a needy gaze forced Spike to close his eyes self consciously, but he started pumping his hand, trying to make his motions slow and heavy for Thorax. Spike's eyes immediately shot open, and a pitiful squeak of kindled lust rose from his throat. He used to be able to fit most of his cock into one hand. His new hands could barely hold his cock at all, but dear Celestia, their silky softness left tingling trails of fire dancing up and down his meat, and he could glide up and down his length so effortlessly that, almost instantly, the teasing tempo he'd been aiming for had devolved into a self indulgent blur of motion His hips squirmed and tried to hump more of his cock into his own intoxicating grasp. Pre leaked in a steady stream that was spread around by his claws, filling the air with squelchy, sexy sounds, and the sweet, musky scent of a budding young male that Spike could hear Thorax inhaling.

“You don't have t-to do this, Spike,” Thorax whimpered half heartedly, but Spike felt the changeling's cock swelling. Besides, Spike didn't think he could stop even if he wanted to. And he didn't want to.

Suddenly, the feeling of fire blazed to life in Spike's body once again. This time, his rear end was swallowed by it. Pressure slowly mount beneath the scales, bringing out a moan of annoyance that immediately melted sweetly as his hand continued pumping. His mind ordered Thorax's love to get on with it and, with a sense of relief that forced a smile onto Spike's face, the pressure released almost as soon as it began, and he felt his rump begin to plumpen. He couldn't see, but there was no mistaking it after last time, the feeling of his scales shuddering, then filling with fluffy cushioning. It was enough to chase any sane thoughts from his mind, save for the pumping of his claws.

His growing rear started to squish against something warm, but his cheeks merely parted around it, and the obstruction became nestled between them in a chubby hug. Spike cooed in relief, at the pleasant warmth soaking into his buns. It was like his tiny body was ripening. He wiggled his butt experimentally. It felt so big. So juicy. So rounded and jiggly! Thorax abruptly gasped and clutched Spike harder. His tongue lolled goofily out of his mouth, and Spike dimly realized it was Thorax's cock which had slipped between his cheeks. Some layer of restraint finally broke in Thorax, and inches of meat came pouring out of Thorax's sheath in an instant. Spike's cheeks welcomed each and every inch with a loving squeeze before the next popped out. There was so much, and Spike felt it all sliding up his back, crawling and stiffening with every beat of Thorax's heart. When it finally stopped, his flare reached halfway up the back of Spike's head. It felt achingly hard. Thorax leaned back so hard he thumped his head on the bed's backboard. Spike felt a vein pop out from the shaft and poked between his shoulder blades. He shivered into it.

“So wrong. This is so wrong,” Thorax whimpered. His hips were trembling. They probably wanted to move, to slide in and out of Spike's cheeks, but Thorax was holding them back. Concern punched through Spike's lust and he started turning to face his friend, when something lent forward and booped him on the nose.

That something was Thorax's cock.

Spike started to frown, but a thick musk washed into his defenceless nose, and his entire body went slack before the monster staring him down. He hadn't seen a changeling cock before, but it was like nothing he'd ever imagined. Long, thick, shining with colours like every gem Spike could imagine, and tipped with a bumpy, crown like flare that dwarfed Spike's entire “mighty” dragon member. Thorax clenched, and bulging veins streaked along it in every direction, leading down to a piece of purple chitin beneath his sheath. The chitin lay popped open, and a pair of healthy, smooth, stallion balls hung out, trembling like the rest of him, or churning full of cum. Spike inhaled another dose of his musk, almost losing himself. It was like downing a heady cocktail of crushed gems and meat, sweet and savoury, with just a tinge of salty sweat, all attacking Spike's senses at once with an aroma that made him want to bow his jiggly rump high in the air, and beg his friend right there for a bellyful of warm royal cream. The thought made Spike blush. He'd never felt that gay before.

Tingles of changeling fire bloomed under Spike's face. Thorax's cock continued to call to him, and Spike instinctively licked his lips. Had they always felt so plump? Spike licked again, and he actually felt his lips changing under his tongue. Growing softer, larger, more moist. Spike looked up and found Thorax looking down on him, and at the cock still resting on Spike's nose. Spike pulled back and fluttered his eyes innocently, only to notice that long, feminine lashes were stretching into his view. Spike probed his face for other changes. The only other thing was his snout. While pressed against Thorax, it had somehow flattened slightly. Spike peered over the edge of the bed, and looked at himself in the reflection cast by the crystal ground..

Spike almost couldn't believe it. A softer and more girly version of his face gazed back. Long lashes framed his wide doeish eyes. A cute little button nose sniffled and caught trails of Thorax's musk, filling his pinkish scales with healthy doses of red. His lips looked thick, and Spike caught himself thinking that his cock would probably feel great nestled between them.

“You look just like I imagined,” Thorax said, sounding breathy.

Spike didn't know how to respond. “So you like?”

“Uh huh...You're beautiful,”

Spike tried to grin confidently, but a fresh dose of musk glued his eyes back to Thorax's girth. “You ain't so bad, yourself,” Spike mumbled. He leaned even closer, the musk felt thick. “You smell incredible,”

“Th-thanks. I was just trying to think of a flavour that wouldn't gross you out. Y'know, in case I accidentally got hard one day around y-eeep!” Thorax stopped when Spike breathed across his glans.

Spike opened his large, kissable lips. He felt saliva dripping from them. “I think I want it...” Spike whispered. His voice carried the lust in his heart so well now.

Thorax still fidgeted, and for a moment Spike was prepared to force himself away. Then Spike felt a hoof settle on the back of his head. “And I th-think I need it,” his friend whispered back. Spike reached up and squeezed his hoof encouragingly.

“You sur-” Spike started, but Thorax's hoof jerked him forward, and Spike was forced to kiss the massive cock.

Spike let the hoof carry him further, and inches of cock sank past his lips, only stopping when he had enough to form a seal around the very tip of Thorax's cock. Even that was almost too much for his mouth. Spike wondered if Thorax would even feel anything. He checked with a single, tentative suckle, and a glob of pre squirted across his tongue. A sweet tang like creamy gemstone batter filled his mouth, but all too quickly it was gone, leaving behind an empty, achy feeling. As the last of it trickled down his neck, Spike heard his throat make a needy little sound. It demanded more. He lapped at the cockhead with his dextrous tongue, desperately trying to coax out as much as he could.

Thorax gnawed on his other leg, clearly trying to keep quiet, but he was releasing no more of that delicious pre, and vague frustration started to pang against Spike's insides. He glared at Thorax ominously, and gripped both sides of Thorax's gargantuan cock. Thick veins pulsed between his claws, and Spike moved them up and down with the same silky ease as on his own cock. His palms traced the lengths of every vein they could find; each felt almost big enough to grip. The size difference between them was massive, but Thorax looked as intoxicated by Spike's touch as Spike had been, and Spike's eyes continued to hold Thorax's hostage, never letting them wander. His tongue slid over the slit of Thorax's cock, and the changeling's entire body trembled. An idea popped into his head: Spike tried sinking his tongue just slightly into Thorax's urethra. He wiggled it tauntingly, almost begging for another taste of pre.

Thorax moaned long and sweetly. His cock twitched, and the pre Spike had worked for finally shot right down his gullet in a steady stream. He drunk deeply, feeling a contented warmth growing in his belly after every loud gulp, and he found his body pressing tighter and tighter against Thorax. His arms and legs hugged snugly around the cock. His thighs clenched the base, almost moulding around it, while his own cock was squished between what felt like a vast pillar of Thorax's rock solid meat, and the soft scales of his tummy. Spike humped and rolled his his hips into it, his entire body helplessly affixed to his friend's beautiful member. He eventually pried his lips from the tip, but they continued to dip unbidden to plant light kisses wherever they could.

Thorax lurched forward, and Spike's back was forced to sink down into his bed. The unused sheets stabbed up coldly, and that made him nuzzle even more to the cock above him, his scales drinking in the heat it was radiating. Thorax's entire body settled onto all fours, towering over Spike, but the Changeling was panting. A thick, panicky sound.

Thorax rose his hips. At first, Spike rose with them, but then they sunk back down, slowly. Spike was pushed even further into the mattress, but the cock kept going, and several inches slid their way across Spike's cock, belly, arms, thighs, and lips. Spike and Thorax gasped in unison, but then Thorax did it again. His hips rose, then started to fall in a more firm rhythm, grinding back and forth through Spike's vice like grip as if he were forcing his way through a toy. Spike felt a wet patch as his cock leaked onto Thorax, but the thrusts quickly smeared it over his cute little length all the way down to his balls. Chunky veins pressed against his cheek, and he started holding out his tongue to lick them every time a thrust brought them near his lips again. Spike saw pre start to ooze out of Thorax, but his tip was pushed too far up, causing a trickle of slippery, musky essence to roll down the back of Spike's head to pool on the mattress.

Thorax stopped. His hips trembled like they wanted to keep going, but they also felt unstable and shaky.

“Hanging in there, buddy?” Spike asked softly. He wanted to stroke his claw up and down Thorax's back reassuringly, but he settled for his cock instead. Thorax's hips immediately threatened to buckle. Spike had to stifle a giggle. Thorax looked down under him. His antlers almost kept him from bending that far, but it was enough. Spike bent backwards and looked up into his purple eyes. Spike had almost forgotten that Thorax's face didn't naturally glow a deep orange.

“I'm fine,” Thorax said meekly. “I just can't believe we're really doing this,”

“Well, what are friends for?” Spike grinned. “I couldn't just leave you like this.”

“You couldn't leave me?” Thorax bit his lip. “You got me like this!”

“And which sexy shapeshifter gave me a body straight from his wet dreams? And lets off a musk that makes me feel like a slut?” Spike teased. He kissed and patted Thorax's shaft affectionately. “This guy,”

“Ngh! S-still. You seem a bit too attached to... him,” Thorax said. He wiggled against Spike's grip.

Spike nuzzled Thorax's length protectively. The proximity made his heart race, and his own cock throb. The musk tickled Spike's nose again, and he sighed. “You saying I shouldn't?” Spike hissed greedily. “He's mine,”

Thorax whimpered. “H-he is?”

Spike nodded. Slow and lazy. “Uh-huh. Why? Do you want it back?” Spike casually reached up and traced his palm around the tip of Thorax's cock. Thorax writhed sheepishly, but pre bubbled into Spike's palms within seconds. Spike kept it up a little longer, then licked his claws clean. Thorax watched it all in raptured silence. Spike leaned back and gulped, giving Thorax full view as the pre formed a bulge in his throat. Spike could almost swear he saw Thorax's pupils track the bump on its way down. “I think he likes me,”

“Spike...” Thorax panted. He looked so desperate, Spike let his teasing smile melt into one of comforting warmth.

“I'm messin' with ya. You wanna buck me, right?” Spike beamed.

Thorax's mouth remained silent, but a rapid sequence of throbs into Spike's tiny body was answer enough.

Spike giggled, but it was only to mask his regret when he uncoiled himself from Thorax. He gave it one final smooch, then he was lying fully on the bed. Spike rolled in place, until his butt pointed up, and his cock poked the mattress. Thorax's cock draped itself over his back. From this new vantage, prone and presenting, Spike felt wonderfully helpless before it. Feeling this heavy, warm, meaty thing weighing him down. To be fair, Thorax looked just as helpless staring at it. They were both slaves to the wants of Thorax's cock.

“Will it even fit?” Thorax asked.

Spike wiggled forward, then stretched out and gripped Thorax' antlers. Using them he dragged himself over to Thorax. He pressed his fluffy lips against Thorax's nose, then his mouth, and let himself drift off into a deep kiss, earning a surprised squeak from Thorax. His heart fluttered when Thorax immediately kissed back, his motions untrained, like Spike's, but no less hungry. Spike would've thought it odd kissing someone upside down, but with no frame of reference, he just let his body do as it willed. Spike offered his tongue to Thorax, and theirs embraced. Equals in size and flexibility, they differed in other ways. Spike's was an eager little puppy, twisting and writhing playfully in the grasp of the other. Thorax's was like a shy, starving serpent; hesitant, but slowly giving in to grip tightly as its need grew. They were two awkward, horny friends in desperate need of release, and now was time for the main course.

Spike broke the kiss and lowered himself to meet Thorax's eyes.“Heh. Will it fit?” his voice dipped to a husky whisper. He leaned close. “Make it.”

Thorax still reeled from the kiss, but his eyes smouldered with sudden resolve, and blue magic blazed to life between his antlers. Spike's entire body fell under its glow and was dragged back, until Thorax's cock pressed against his rear. He not only glowed with magic, but anticipation. All the while he tried not to think too hard about what he'd just said to his friend. It was distressingly easy to do so. All thoughts of worry were easily lost in the thick haze clinging to Spike's brain like a fog, and thoughts of pleasing his friend were always near.

Thorax's magic lifted Spike's rear off the bed slightly, and Spike felt it sink into both of his cheeks, and slowly pulled them apart. Warm meat tipped with something wet came to rest against his hole. Thorax's magic easily rolled Spike's butt in involuntary little circles, until they both felt slippery. A slick sound intruded in Spike's ears. His butt felt moist and ready, and he trembled inside knowing that his own butt had been used to slather Thorax's tip with pre. Thorax could use him like a toy. Like Spike used his Rarity plushie on lonely nights. A toy to be used to get off with. Spike's cock ached and drooled on the sheets in wonder at the thought.

Thorax's magic settled tightly on his hips, and Thorax oddly hesitated. Tendrils of magic poked and prodded his sides for a second, then stopped.

“What is it?” Spike asked breathily.

Thorax fidgeted.“I was kinda expecting one last thing, I guess,” he mumbled

Spike head tilted at the enigmatic answer, but fire blossomed to life inside him before he could talk. This time so intense that he buried his head into the mattress and screamed.. Thorax pressed in close and held him steady. Spike appreciated it, and slowly rose his head to look down at himself.

The fires of changeling magic settled on his hips. Exactly where Thorax had been probing, Spike noted. A familiar and ungainly pressure started swelling beneath them. His bones tingled fiercely, and they quivered in futile resistance against the force attacking them. Spike groaned softly and waited for his body to give in to the last of the changes. He felt his sides being gripped tightly.

“Here they come,” Thorax said. He sounded awed... and eager.

Spike realized what was going on right as the pressure released in a sensation so satisfying that he faintly felt pre start to bead on the tip of his cock. His bones popped painlessly, and his boyish hips exploded. Inches flared out rapidly in both directions. Thorax's physical hooves lowered to feel them. Thorax mewled softly, and Spike blushed as his frame curved, growing rounder and wider under the changeling's touch. His hips tingled, becoming more pronounced by the second. He felt them bloom into a broad, girly shape that made his waist feel thinner. Spike couldn't see them well, but he bet they would've given Rarity's a run for her money.

Spike tried to speak, but paused to catch his breath. “Am I finally the mare of your dreams?” Spike said. His voice didn't carry the dry tone he'd wanted. It was a wet voice now. A lusty, needy voice.

“Y-yeah,” Thorax didn't stop rubbing until the growing in Spike's hips slowed down, then gripped them. Hard. Spike supposed that's what they were there for. He'd been given handles. “Are you sure I can do this?

Spike had to only smirk, nod, then Thorax dragged Spike back by his hips, right onto his waiting cock.

Spike had no time to panic. There was no warning, nor even any pain. King Thorax's crown simply pressed against his rear, and slipped inside with a pop.

Spike gripped down, his tiny claws tore straight through the mattress. He clenched on instinct, but it didn't sway Thorax's hips, and more and more meat slowly sank into him. Spike had never really tried playing with his ass before. Maybe a claw or two had found their way inside on particularly curious nights, just to try it. He still knew his ass should have no business fitting any of Thorax's cock inside of it. Yet, he could almost feel his insides melting to accommodate every single inch, and a sense of blissful fullness overcame his bountiful rear. It opened wide to swallow Thorax's cock, his pudgy cheeks gorging themselves on it. It was like a hunger he hadn't even known he had was being sated.

Thorax filled Spike for what felt like an eternity. Spike looked down at his own abandoned member. Still rock hard, it was immediately forgotten when a bump began to rise in his tummy. At first it looked small, but the raw mass of cock he was being stuffed full of tented it more and more. All Spike could do was stare at the increasingly obscene bulge as it took the vague shape of Thorax's crown, all while fighting to keep his arms from giving out.

Thorax stopped. Much of his cock remained exposed, but it didn't look like he cared. What lingered inside of the warm, soft cave Spike had provided was enough to make his face glow drunkenly. Veins flexed against the walls of his passage, and Spike gasped. He rolled his hips, trying to grind his friend against every inch of his insides that he could. Spike both saw and felt the cock twitch approvingly inside his belly. He could only imagine the dreamy look growing on his own face. Thorax murmured up above, and Spike giggled.

Though they could've laid that way forever, Thorax's magic suddenly held Spike firm, and he started to withdraw. Emptiness ached and Spike unthinkingly clenched down again, frantically trying to keep him inside. Just as before, Thorax's length did as it pleased, and Spike's efforts only caressed it along its way. Thorax was almost out, then he reversed direction and sank back in again, shoving Spike's face into the bed. Spike's mindlessly grateful bray of delight was muffled into a squeal by the fabric.

Thorax settled into a gentle back and forth rhythm after that. Pumping into and out of his friend to a chorus of wet, meaty shlicks and girlish panting. Spike couldn't do anything. He didn't want to do anything when he could bask in the shots of pleasure that rippled from his rear with each and every thrust. Thorax's hoof slipped around Spike's waist and pulled him into the warmth of his chitinous belly. He massaged the bulge growing in Spike's tummy reverently. They both rolled sideways, never ceasing, and cuddled. Being held so close, being so wanted, Spike had never felt so hot in his entire life. He looked up to the loving stare of Thorax. Two purple islands floating in a sea of orange blush. His smile trembled nervously, and Spike felt his do the same. He opened his mouth, but at that moment Thorax filled him again, hard enough to send Spike's cheeks jiggling, and a slutty whine popped out instead. Thorax pulled Spike tighter, and stopped, hilted deep inside.

“Did you wanna say something?” he asked.

Even without humping, being stuffed full of Thorax was a yummy distraction. A whole minute was gone before he'd organized his thoughts. “Yeah... this feels great. S-so great.. but you're holding back. What's with this gentle crap?”

Thorax just stared blankly. “Spike... You're a mess already,”

“I know I am,” Spike paused and rode the feeling of Thorax throbbing inside his tummy. He had to stop his hips from swaying against it, and his eyes from fluttering closed. “But you aren't. That's not fair, so... just go nuts already,”

Thorax's mouth fell open. “B-but-”

Spike ran his tiny, pinkish claws along Thorax's chest. “You've already made me look like this. Might as well get your bits worth, right?” Spike grinned. He stared into Thorax's eyes, at the lust and shame and love within them, and caught the barest flicker of what he'd wanted to see; perverted curiosity. “Heh. Has my timid little changeling buddy never wanted it rough?”

Thorax wrenched his eyes from Spike's just before his cock exploded into a series of throbs and twitches. Spike gripped him tightly. “I guess... maybe. I don't wanna accidentally hurt you though,”

“D-don't underestimate a mighty dragon,” Spike scoffed, but he heard his voice shaking. Think. What would drive me insane if Rarity did it? Well... if she filled my ass with a magical strap on... that'd do it. No, Spike! Focus! Maybe... Spike touched his puffy lips to the warm chitin of Thorax's chest for a second. He did it again, then again, letting his serpentine tongue dab against his friend each time, all while fluttering his lashes. Each kiss brought more and more pulses to Thorax's cock. Spike cocked his hips ever so slightly, and winked.

“Spike... I can't...” Thorax whimpered.

Thorax's magical aura suddenly flared to life and wrenched Spike from Thorax's chest, then from the bed altogether. Spike flew limply, until he hovered a foot or so in the air, perched atop Thorax's member. It had never left him. Below, Thorax devoured Spike's completely exposed body, gazing hungrily at everything except Spike's eyes. Was Thorax shamelessly seeing him as a toy like he'd asked, or was he just too mortified to meet his friend's eyes while he indulgently drank in his mare-ified features?

Spike felt pressure from Thorax's magic on his hips and upper body. His crotch slid forward by itself and humped into the air while his arms bent back, causing his whole body to arch in a way that highlighted the curves he'd been given. Through it all, Spike's member still bobbed proudly. It almost looked too big, too... masculine, to fit with what he'd become. Spike blushed as he realized that he wanted it in his mouth, or even inside him. His own cock looked so yummy to him now. The magic forced his hips to grind back and forth, and the swaying of his cock started to feel hypnotic, especially as a sweet, pleasurable ebbing rose from his butt.

Then the magic pulled him down.

In an instant he was skewered by inches of thick changeling cock. Spike screamed. Or at least he tried. He cut off with a squeak when he was suddenly dragged back up, which became a low groan when he sank back down just as quick. His rear stretched and trembled violently, but there was nearly no pain, even as Thorax continued to slide him up and down, mercilessly impaling even deeper than before. Minutes passed, and even that initial ghost of discomfort crumbled away, as his chubby ass gobbled the cock like the hungry, slutty mare he resembled. Spike could barely see anything as his body was jerked about like a doll, but he could tell Thorax's eyes were scrunched closed, and he was biting his lip fiercely. His hips tensed and started rising clear off the mattress to meet Spike on the way down. His cute little gasps penetrated Spike's ears. Every one threw fresh timbers onto the raging inferno Spike was feeling in his tiny body. He flexed against the magical field. For all he wanted to grip his own cock, for all he wanted to lower himself upon Thorax and milk him until he was dry, his body smouldered helplessly, nothing but a hole for Thorax to empty himself into.

Spike smiled wide, and the glut of wonderful feelings being pounded into him transformed and re-emerged out of his mouth as desperate, howling moans. His impressive tongue lolled out of his mouth and moistened his chest, and with every second he heard the sultry, whorish voice, which he still couldn't believe was his own, grow louder and louder. He needed to be loud. He needed to let Thorax know what he was doing to him, and so he allowed himself to scream.

Thorax's eyes snapped open. He looked at the fucktoy he was ravaging, and Spike could see it on his face. His buddy was close. Spike could no longer form words, but they exchanged looks, and the needy grin on Spike's face must have been enough. Thorax's efforts redoubled and the shaking of the world started to become ridiculous. Spike's eyes drifted closed, and his world quickly narrowed itself down to what truly mattered; Thorax tickling every inch of his passage and stretching it wide with his fat cock. Spike's toes curled. His tail wiggled. His claws twitched. His balls churned as they readied a submissive load to be shot up his sweetly aching dick. Spike could feel it all, and was helpless to do anything but sense it all happen, as he still dangled weightlessly in Thorax's clutches.

One last time, Thorax buried himself in Spike's body. Spike's butt came so close to reaching his friends hips, but he just couldn't make it. Not that either boy cared. A ripple travelled through Thorax's entire length. The shuddering, caressing sensation against Spike's walls was the final push his body needed to trigger an explosion from deep within. His wide hips pushed forward as far as he could, and he squealed as a rope of cum flew from his cock to splatter somewhere he couldn't see. Another string flew out, and another. Simultaneously, a batch of Thorax's own brand of warm, gooier cum started shooting straight up into Spike's tummy in healthy, plentiful squirts. Spike's cries ceased entirely, and he froze. With every drop the bulge in his midsection grew until it almost hurt, but he silently adored the meal Thorax was pumping into him. His butt clenched rhythmically as if it suckled for more, and Thorax's tool was happy to oblige.

Spike only dared to open his eyes when the spurts had finally died down. He fully expected a pearly wasteland of cum, but all he saw were a few slightly wavy trails of the stuff. They zig zagged up Thorax's chest and across his flushed face. What remained of his load still trickled down his cock almost timidly. Thorax was panting. His eyes were still squeezed shut, his mouth quirked in an expression of disbelief. Spike could feel his magical restraints beginning to waver. Thorax must've sensed it, as Spike was immediately lifted off of Thorax's crotch. Tremors raced up his legs and tail, and then Thorax was out of his butt with a wet pop. The levitation field fluttered weakly for a moment, but the changeling carefully plopped Spike across his belly before it completely died. Spike could feel his own cum wet his face and front. Absent-mindedly, he lapped softly at some of the stuff. Spike tired body squirmed. It had tasted too good.

A pair of warm, chitinous hooves pulled him in closer. Spike looked up and saw Thorax looking right back. A smile split his cum stained face.

“So, how was that...?” Spike asked softly.

Thorax raised a hoof and covered part of his face shyly. In exhaustion, the hoof just fell across it with a thud. “Do I have to say?”

“Uh-huh,” Spike smirked.

“C-could I get away with knowingly saying: 'It looks like I had a lot of love to give'?”

“Nope. You gotta tell me what's going on in your mind... right now,”

“That I just slept with a hero of the Crystal Empire,” Thorax said nervously. “That it felt amazing. That we could get caught at any moment. That you look so sexy right now. That I totally don't deserve this,”

There was a very quiet thump. Thorax's deflating member had fallen against Spike's butt cheek. It was still warm, still so big. Tiredness was starting to grip his body fast. He could've fallen asleep right there, with that comforting warmth against him, but instead Spike crawled forwards, his hips moved from side to side as erotically as he could, until Thorax and he were face to face. “You got a few of those right,” he growled. He leaned in so close their noses touched. “I am fucking sexy right now. Thanks to you. We could get caught at any moment. You slept with the hero of the Crystal Empire, and you're sure right my ass felt amazing,” Spike winked. “Maybe you didn't deserve it, you're only a king after all...”

“Oh sh-shut up!” Thorax's lips lunged forward and caught Spike's in a kiss. Spike giggled, and once again their tongues played. They mostly just prodded and nuzzled away; affectionately enjoying the other's touch, but growing increasingly tired.

Spike pulled back from the kiss with a slurp. He felt so weak. Thorax's warm hooves eased his head down to rest without a word. The last thing he saw before dozing off was his friend's eyes. Those loving, timid, regal, beautiful eyes.

***

“Spike! What in Equestria even happened to you?!”

Spike couldn't decide if he wanted to wince or roll his eyes. He was standing perfectly still on the table in Twilight's study. Her various magics probed at him incessantly while she scrambled between inspecting him, writing something down in a scroll, and checking things from various sprawled open books. His nose itched, his left leg ached, but Twilight absolutely refused to let him budge. He couldn't exactly blame her. After all, she'd stumbled upon her number one assistant, snoring up a storm in the middle of the afternoon, lying there transmorphed into a dragon of pinkish scales and an almost obscenely feminine body.

Spike grumbled as he remembered Thorax's parting letter from the night before:

Dear Spike,

Really sorry I wasn't able to stick around until you woke up. You were out like a light and I really really had to go. Unfortunately, (or... maybe fortunately since it's for my kingdom and all...) I still have a few important meetings with outer-equestrian races to plan and get prepared for. Grrr, politics, I know. I leave you this letter because you need to be aware of something. You're not going to like it, but here goes:

My assistant just received word from the kingdom about how our new powers work. Kinda. The effects of our love wear off after time, even if we don't change back intentionally. So it should hopefully be the same for you! But then I learned... you know the, ahem, 'liquid love', that I gave you? Which went up your... yeah... I just leaned that that's probably going to keep the transformative charm inside you powered for a while. Probably for at least a day. Maybe more. You might need to come up with something to say to Princess Twilight. I know how bad that sounds, so consider me in your debt. If there's anything you need, even if it's stupid, don't hesitate to send a letter my way. I'll make it up to you.

Your best buddy,

King Thorax

P.S. Oh jeez, I just realized that sounds like I'm paying you for sex. I don't think you're a prostitute, Spike! I was just... you know what I meant! See you later.

And thus, there Spike was, answering questions in a ridiculously girly voice, struggling not to gasp when a stray probe of magic brushed his rear or hips.

“Spike. Dragons don't just turn into girls!” Twilight said.

“Well, how would you know?”

“How can you not be concerned about this?!” Twilight squealed, slamming down a fresh roll of parchment and brandishing her quill at his nose like a sword. Spike found himself chancing a smile.

“I've probably just got a lot of love inside me. I'm sure it'll work out eventually... or something,”

“WHAT DOES THAT EVEN MEAN?!”

Spike flinched. He'd decided not to say anything to Twilight. Simply put; the can of scientifically curious worms doing so would open could lead to some very awkward questions, which would have equally awkward answers. So Spike decided he would keep his delectably plump trap shut.

He would simply stew in irritation for a few days, perhaps willing Thorax to catch one of his gaudy antlers on a door frame sometime, and wait the whole thing out. Then he would send Thorax a sternly worded letter. Then they would fuck. Or maybe play Ogres and Oubliettes. Or both.

Probably both. After all, the things Thorax could become for him. The things he could become for Thorax...

“Spike! Don't you dare get an erection right now! You'll ruin all my measurements!”

Spike sighed. But first, a door frame. Thorax definitely deserved to walk into a doorframe.