Sexy Scale Swap

by ImNoPony

Rating: mature
Tags: Random, Sex, Anthro, My Little Pony: Friendship is Magic, Starlight Glimmer, Thriller, Drama, Original Character, Spike, Comedy
Length: 4444

Unhappy with Spike's unmanly behavior, the god of dragon, Lord Smarg, and decides to give dragonic punishment on him by turning Spike into Barbara

Spike isn't the manliest of dragons but he's ok with that. In fact, he actually accepts his more feminine side and starting to show his more appreciation towards more cutesy things. He still considers himself a guy, but Spike just feels more open about his feelings.

However, this greatly upsets the grand deity of dragons: Lord Smarg. Seeing a dragon being so girly around ponies greatly offends him so and having Spike be a male makes it worse. And so, seeing that the young dragon wants to be more feminine, Smarg decides to give him what he wants.

And also give her the full experience of being female.

Contains: Gender Bender, Dick Growth, Futanari, Furry, Nakadashi (Cumming Inside), and dealing with gender identity

Published 2017-09-19 01:50:06 UTC
Last updated 2017-09-19 01:50:06 UTC

Sexy Scale Swap

It's a weird thing for a boy to wear a dress. The built-in programs within our minds often don't let us mix things from both ends of a gender spectrum. However, whenever somebody transcends these limitations and open the doors to be our desire selves, it will leave you in a state of euphoria and make you feel sensations that you don't often experience. This is the feeling that Spike the dragon is feeling.

In the chamber of the Princess of friendships faithful assistant, Spike was looking into the mirror and holding a particular dress that he requested Rarity to make for him. As the mirror was showing the young adult dragon on what he would look like if he was wearing the dress, a war of emotion was raging on inside of him. Embarrassment, shame, and his own self-projection of manliness were condemning him for thinking about this. However, Spike's curiosity and gentle emotions were telling him that nothing was wrong and he can do what he wants. And as he sees himself with the pink dress in the reflection, he bites his lip with a mixture of nerves and anticipation. Eventually, after much self-debate, Spike finally decided and began to put on the outfit.

The first thing that he put on was the pure white panties that look pure to touch. As he put them on, the taboo-ish feeling had already settled in and gave Spike an erection that was noticeable through the panties. Spike considered stopping right there and then... but continued on because he didn't want to give up so soon.
He then put on the long white stockings that were just as white as the panties. Then it came time for the main dress itself that he tries to put on over his head. His head spikes made it hard, but he managed to succeed without tearing up the dress. With the main piece now on him, Spike went about putting on the rest of the outfit. And with each piece that he puts on, the process became quicker and smoother. The heeled shoes that slipped onto his feet, the long gloves that he slides his arms through, and then the bows and apron to make the outfit complete.

And then, once he was done, Spike look towards the mirror and see how he looks.

Spike... was understandably conflicted. On the offset, he feels greatly embarrassed for doing this. He's a male dragon and he's wearing a bright pink maid uniform that was meant for female ponies. If any of his friends would see him now, Spike wouldn't know what to say to them (if he doesn't die from the embarrassment).

However, as he takes a closer look at himself, Spike couldn't help but admire what he saw. The bright pink and white colors complemented well to his natural purple scales and he could see himself be mistaken for a cute female dragon. And imagining... both male ponies and dragons being attracted toward him left Spike in a state of amusement... and a state of confusingly aroused.

"How shameful..."

Spike instantly jumped when he heard an intruding voice in the room. Like a jolt, he turns around and looks to see who's there. And there, leaning back on his wall facing him, was a strange dragon that he had never seen before. And it wasn't just that he hasn't met the dragon. He wasn't as large or gigantic as an adult dragon but he doesn't look as young as a teenage dragon. He... was different.

The dragon that Spike was seeing was a few hoofs taller than him and he has scales as red as lava. He has to black horns atop of his head and was stabbing towards spike. But the strangest thing of all... is that the dragon was wearing clothes. He was wearing laboriously detailed robes and it's like something that a great wizard would wear.

Spike was surprised, confused, and scared, none of the less because he was spotted wearing a dress. Cautiously, he asks: "Who are you?"

And then, in a demeanor of a great leader, the intruding dragon answers: "I am Lord Smarg and I am the Lord of All Dragons!"

When he heard Lord Smarg's title, Spike was both confused and yet intrigued. He thought that Ember was the new dragon and he looks nothing like Ember's father. Could there be other dragon lords that meant to govern other groups of dragons? Not wanting to upset him and cause a great catastrophe to Ponyville, Spike tries to be polite and not to anger him.

"Why um, H-hello Lord Smarg! I-It's nice to meet you. What brings you here?"

"I'm here... to see you, Spike the Dragon!" Smarg replied.

"ME!?"

"Yes, you. Male dragons are meant to be strong and powerful and never show weakness to our enemies! And while it's "acceptable" for you to live with ponies, I can't let you disgrace our kind by wearing such filly dresses!"

Spike was at a lost for words. Has this supposed dragon lord come here just because he was cross-dressing? He understands dragons are meant to be scary and intimidating, but he had already accepted that he isn't like many other dragons and thought it would be ok for him. "S-So what I like to wear frilly dresses!" Spike said to Lord Smarg, trying to be brave. "It's not hurting anyone and I'm not part of any dragon tribe. So..."

Lord Smarg didn't interrupt, even when Spike expected him to. he was just staring, long and coldly and with eyes of disappointment.

"So... If real dragons don't wear dragons don't wear dresses, Then I'm Not A Real Dragon Then!"

The room fell into silence. Smarg didn't say a word, nor move an inch. The cold silence was drilling into Spike's psyche as he was expecting this proud dragon to explode with anger due to his defiance. Was he giving him the silent treatment Spike wondered? But then, as the silence was getting too long, Lord Smarg burst out in laughter, much to Spike's confusion.

"Ah Hahaha! You May Not Act Like One, But You Stand Your Ground Like A Real Dragon! ah hahaha!"

Spike still didn't know how to respond, but at least he could tell that he made an impression. It seemed like Smarg was impressed with his courage and this must have amused in him some way. At that moment, Spike let down his guard as he thought he now on good/neutral terms with Lord Smarg.

"So, you aren't gonna..."

But before Spike could finish, Smarg then blast a torrent of blue flame shot out from his mouth and it completely encompasses poor Spike. Smarg's laughter was a ruse, or it was genuine and he just mood swing-ed fast than anypony or dragon could react. Regardless, Spike was enveloped by the blue fire and he felt his body being burned away... and then reshaped.

Spike didn't feel any pain or any discomfort but he could tell that it was changing. He felt certain parts of his body getting thinner and slimmer while other parts of his body getting bigger and heavier. His clothes that he was wearing before instantly got incinerated but he still felt like he had clothes on. They were tight and barely covering any of his scales. And then, as he barely notices it, Spike could felt the scales on his head starting to bend a waiver, almost like they were real hair.

Eventually, once he felt the transformation was done, Lord Smarg suck up the fire the spewed from his mouth. Whatever was left of the dragon was now to Lord Smarg's approval.

"Yes, that'll do... and a fine appearance to boot" Smarg gloated out loud.

Barbara was dizzy and recoiling from the event that she had just experienced. When she felt well enough to speak, she asks Lord Smarg: "Ugh... What do you mean?" But then she froze, realizing that she didn't sound the way that she thought she was.

Barbara was confused and was scared to what has happened to her. Things were also not improved by Smarg giving a happy grin towards her. And then she notices her body. Specifically; her chest area. Barbara felt that her chest was much heavier than what she remembered and was much larger too. Curiously but with great fear, she looks down at her body. There, she saw a pair of really large breasts that blocking the view for the rest of her body.

"......... WHAT!"

In a moment of shock and confusion, Barbara fell over backward and onto her floor. It was then there that she notice what has happened to the rest of her body. Her scales became much smoother and more reflecting. Her butt size grew alongside her her breasts and even her thighs. Her head spikes were bendier and more flexible, almost as if they were real hair. And her clothes were also changed too. Gone was the soft, slick fabric or a pink maid dress. Instead, Barbara was wearing tight, black lingerie with the material appeared to be made from latex. And then, despite how dreaded she was to explore it, but Barbara sticks her thin fingers through her panties and tries exploring for her "thing". The "thing" wasn't there. Instead was a (wet and moist) vagina where the "thing" was meant to be.

Barbara was petrified and at a state of almost panicking. She looks towards Smarg and hoping he has anything to say about it. He did but was pointing towards her mirror. And there, in the mirror's reflection, Barbara met somebody that she hasn't seen before. Somebody who looks exactly like her, but of a gender that she thought she wasn't. And as she moves in closer, he the revelation finally sinks in for her.

"Is... That Me!?"

"Yes" Lord Smarg replied.

"But... B-But Why!?"

"Because it was my decision and it was something that I deemed worthy. You may not act like a common dragon, but he still has the spirit of one. And so, to keeping with that spirit, I decided to change your sex to suit both of our desires.

Barbara was at a lost for words and didn't know how to respond. She is now a girl and didn't know what to think. She has a sexy and gorgeous-ass body but she didn't know how to feel about it. Barbara was thinking about trying on new dresses as a male but she never considered about being a proper woman.

And then, while she was in a state of confusion, Barbara then heard a knock on her door.

"Barbara! Are You in There!? I heard a loud sound and I was if you were ok!?"

It was Starlight Glimmer and it sounded like she came to check up on her. Barbara started to panic and didn't want to see her like this. "Y-Yes I'm Fine!" she yelled. "I-I'm fine and you don't have to come in here."

There was silence at the door. Barbara realized that she said it in a feminine voice and in something that she thought Starlight wouldn't recognize. But for some reason, Starlight wasn't saying that she sounded different. And then, much to Barbara's surprise, Lord Smarg then walks over and opens the door.

"WAIT!" Barbara protested.

However, it was too late. The opens and reveals a surprised Starlight on the other side. "Oh!" she sounded, surprised that the door slowly opened even though she didn't touch it. But then she looks inside and saw Barbara... sitting on the floor with her hand still in her pants. "Oh!..."

The fall into silence again, but know it has a strong taste of embarrassment. Barbara, who was in an awkward position (both figuratively and literally), saw Starlight staring down at her in the most surprised expression. Barbara couldn't be any redder.

"AH! don't LOOK!" Barbara screamed.

And as Starlight quickly turn away (also flushed red with embarrassment), she yells back "Sorry Babra! I Didn't Know You Were Doing... That!"

"No, it's not what you think! Wait! What did you just called me?"

"Um... Barbara? That's your name, isn't it?"

Barbara was perplexed. All other emotions were put on halt as she was confused about the new name that she was called by. "Why did she call her Barbara?" she wondered. However, an even bigger question soon arises as she wonders why Starlight isn't freaking out to seeing her as a girl.

"Um, no, it's not," Barbara tells her.

Perplexed, Starlight responded by asking: "Really? That's always the name that I've known you by."

"What! Since when!?"

"Ever since you told me when we first met. Don't you remember?"

"What!? No, my name isn't "Barbara". It's Barbara.(!)"

As Starlight became even more confused, the female dragon that sits before her froze. Barbara wanted to say that her name was "Spike". But for some reason, she used the name that Starlight gave her. She knows the exact word she wanted to use. But whenever she wants to use it as her name, she only thinks of "Barbara"? And supposedly she told Starlight that when they first met? Slowly, the whole situation was getting more maddening.

Starlight looks down as she watches her friend holding onto her head, almost like she's trying to hold onto her sanity. "Hey, are you feeling alright? Do you have a fever or something?" She asked concerning.

"No, I Don't Have A Fever But Things Aren't Alright!" Barbara replied loudly.

Starlight then kneels down and try to place her hand on her forehead. "Here, let me see."

Barbara didn't feel comfortable with having Starlight touching her forehead, especially not in this situation. She knows that she doesn't have a fever and this was caused by Lord Smarg. But if it shows that she isn't feverish, she lets Starlight touch her with the back of her hand. But then, as Barbara looks towards Starlight, she notices Smarg standing above them with a nefarious grin on his face.

"WHOA!" Starlight yelled.

Smarg pushed Starlight, causing her to topple and fall onto Barbara. After getting over the fall, she looks back as she felt the touch of somebody else. "Did somepony pushed me?" Starlight asked curiously. But when she looked behind her, she saw nobody (or no pony) there. But as she was scanning the room, Starlight started hearing moaning below her.

"Hmmm... Starlight..."

Starlight jumped as she remembers the position she's in. She looks down at the dragon girl that she is sitting on top of... and notice that her hand was firmly grabbing her boob.

"OH! O-Oh My Gosh, Barbara! I'm so Sorry!" Starlight quickly apologized, her face becoming bright red with embarrassment.

However, as she was about to lift up her hand, Barbara grab onto it and stop her. "Wait" she whispered, much to Starlight's confusion. Barbara's face looks very flushed and very blissful. It's like she's feeling an incredibly pleasurable sensation with having her boob touched. But for Barbara, this was very much the truth as she experiences having breast for the first time.
"Ple... Please touch my breasts, Starlight" she whispered.

Starlight was shocked, speechless that Barbara would make such a request. But as she looking down at the rather beautiful and aroused feminine dragon, she finds it hard to refuse. With her other hand, Starlight gently touches the other boob and rest her hand on it.

"Mmmm..." Barbara moaned. And while in this trance, she then says: "Now move them."

And Like that, Starlight began messaging Barbara's breasts. This was a pleasurable experience for both parties as they slowly sink into the quicksand of bliss. The dragon girl's breast was smooth and squishy, yet sturdy and spongy. Just squeezing them felt like squeezing a blob of dough but the smooth dragon scales make it a good experience to feel. A tingling feeling echoed throughout both Starlight's and Barbara bodies as they enjoy the sexual activity.

And then, when Starlight looks at Barbara's thick, standing tits, a new sexual urge growing inside of her. She kneels her head down, peels away the thin bra that was hiding it, and chomps down on the tit.

"AAH!" Babara screamed with ecstasy.

Starlight suck on it, lick it, suck on it again and then gently bite on it. Each action causes a wave of pleasure for Barb' as her mind slowly drifts. And with one of her hands now freed, Starlight decides to move it to a different area of the body. The hand move down towards the crotch area and notice that it was dripping wet.

"Was you having a good time by yourself?" Starlight asked.

With her mind slowly gets back up to the surface, Barbara answers: "N-no, but..." But before she could say anymore, Starlight had already stuck her hand in and began rubbing her clit. "EEvvvvvv!" Barbara moaned.

The scene then devolves into full-on lesbian sex. Neither of them had planned on this but neither one wanted it to stop. Barbara was experiencing the true sensations of being a woman as her wet, juicy and soaking vagina was being thrust into by Starlight fingers. And in this hour of bliss, Starlight and Barbara stared into each other's eyes and began making out. Their tongues dance around each other and their sweet saliva was fueling them.

"Mmmmmmm..."
"MmMMmmm..."

The kiss was intense and passionate. It was like they had repressed feelings for the other and finally letting those feelings come out. But then, as their arousal levels were rising, Starlight suddenly became tense. "AH!" she yelled while breaking away from Barbara.

Confused (and saddened that they stopped), Barbara asks: "What's wrong!?"

But then, as she was looking towards her, Barbara notice a rather large bulge that was growing in Starlight's crotch area. Said bulge was also constricted and restrained by the rather tight pants that Starlight was wearing that just made things that more painful for her. Finally, once the pain was too much for her, Starlight pulled down her pants and her underwear and Barbara, much to her surprise, saw what Starlight had been hiding.

"Sorry. I had been practicing spells with Twilight before I came here" Starlight explains.

On her crotch was a fully erect horse penis. She still had her vagina and she still is a female pony, it just that she has male genitalia as well. Said genitalia was also fairly big and pulsating and pre-cum was already leaking. Meanwhile, off in the shadows, Lord Smarg was watching this and laughing at the amusing and ironic coincidence.

"You not disturbed by this?" Starlight asked as she feels incredibly shy.

At that moment, Barbara thought that she should be disturb. She still retains of a somewhat male mindset and she should be even more surprising to see Starlight having a penis. However, either her female mind was finally setting in or she was just too aroused to care, but seeing Starlight's penis was enticing her instead.

"No" Barbara replied. "It looks... so tasty."

Starlight fell back on Barbara's bed as the heated dragon moves in for her pray. Still slightly nerves about sucking cock for the first time, Barbara gently touches it and licks it like an icy-pop. Chills and shivers run down Starlight's spine as she feels the new euphoric sensations that Barb's was having earlier. The cock was both sour and sweet and all too addicting for the female dragon. It was so good that Barbara even began playing around with her tits.

At that moment, she got an idea. Instead of putting her mouth over it and sucking it, Barbara decided to cover Starlight's penis with her breasts and began massaging it with them. New sensations were rushing over Starlight as she felt her body melting away with bliss. The scales were smooth and not scratching and the body heat of the dragon was making it even more pleasurable. Barbara herself was even enjoying as Starlight moans were like lullabies in her ears.

"Ah! Oh! Yes! Like That! Ugh! This Is So Good!"

"You liking this?"

"Yes! Yes! III-I'M-About Tooo... UGH!"

With one scream and a pelvic thrust from Starlight, cum began shooting out from the cock and being spraying about. Thick, hot splurge landed on the floor, the bed, and the participants in question. Barbara look at her breasts saw them being completely covered in cum. As Starlight was panting and gaining her breath, Barb, entranced by the cum that was on her, scooped some of it up and put a bit of into her mouth. Like the cock, it tasted incredibly sour and bitter. But for some reason, she liked every second of it being in her mouth.

"Ugh..." Barbara moaned. "That was very bitter. But... I still swallowed it."

But then, like a lightning bolt, Starlight pulled Barbara onto the bed. "Whoa!" Barbara yelled. Once she was laying on her soft mattress, she looks up and saw Starlight, stroking her cock and has a rather scary smile.

"That felt so good!" Starlight said gleefully. "Let's go one step further..."

As Starlight hovers the cock over Barbara's crotch area, she quickly understood what she means. As the anxious unicorn was bursting to thrust her spear into the dragon's hole, Barbara was debating on rather or not she should go through with this. "I'm still a guy," she thought. "If I let things continue like this, I might not be able to call myself that anymore." However, her libido was already on fire at this point she had already tasted a small sample of the pleasures of the female body. With pleasure corroding her mind, she sees no other option that she wants to take. She pulls down her panties and shows her soaking wet vagina.

"Go... Go Ahead! Thrust Your Delicious Dick Into Me Starlight!"

When she heard the approval, Starlight wastes no time and put her dick inside Barbara.

"AAAHH!"
"OHHHH!"

Both dragon and pony exploded as the swap of the usual gender roles gave them an experience that they never dreamed of. The warm, thick walls of Barbara's insides was so warm and comfortable that Starlight felt that her whole body was inside the sweet pussy. And for Barbara, feeling the walls of her insides being stimulated gives her a new array of sensations that she never felt before. It was new, it felt good, and she was loving every second of it. And when Starlight started moving, a whole new paradise awaits them.

Starlight moves her hip and her penis moves in and out of Barbara's pussy that was gushing with juices. The emotions and sensations that they were feeling could never be described properly, it can only be experienced.

"Ooooh! This Feels So F***ing Good!"

"Faster Starlight! Faster!"

The faster that their pace became, so did the increasing pleasure. They hug each other tightly as Starlight trust her dick as fast as she can. Barbara even wrapped her legs around Starlight's waist and try to get her her deeper insider. Their tails flying around frantically as strong urges was welling up inside them and pushing them to a climax.

"Starlight! Ah! I'm Feeling Strange!"

"Me Too! I Feel Like..!"

"Feel Like..!"

"Like..!"

"Like..!"

And then, when they reach their limit, Barbara and Starlight both spasm as cum ejaculated from their genitals.

"CUMMM!"

Both girls lay down flat on the bed, exhausted from the sex that they had just experienced. Barbara feels the hot, white semen flowing into her vagina and the tingling sensation that it's giving her. She heard that ponies and dragons can't produce offspring or might catch STD from one another, but fear still grew with thoughts that they had unprotected sex. However, those fears was still overshadowed with the afterglow of their experience. Starlight also couldn't believe what they did and even question on what they will do in the future. But for the time being, they want to relax.

With the last ounce of her Strength, Starlight pulled out her penis and all the cum and juices quickly evacuate from Barbara's pussy. The mixture then leaks out onto the bed as Barbara and Starlight just hold each other closely. And within this moment of passion, they quickly gave each other a long kiss of gratitude as payment for what they did.

"Wow! I can't believe what we did" Starlight exclaims.

"I know" Barbara replied. "It all happened so fast but... it just felt so good."

"Um... Are you ok... with us doing... this?"

Barbara fell silent as she thinks about her answer. Their friendship has now fall into an awkward position that now runs the risk of falling apart or going into a different direction that neither of them had planned on. And there's also the fact that she still feel like a guy now trapped in a woman's body that is slowly fading away into full womanhood. However, as she remembers how good the sex is and her curiosity with her female body, Barbara felt to go with a neutral response.

"How about... we be those "friends with benefits" sort of thing and we slowly decide what we want to do from there. Is that ok with you?"

After thinking for a bit, Starlight nods her head. "Yeah. That sounds good for now."

As the pony and dragoness still holding onto each other in a warm embrace, Lord Smarg felt like her had enough with this scene. He had done the thing that he had came here to do and even witness some interesting and enticing sex. Feeling great satisfaction, Smarg silently fade away and looking forward to the future on what the changes will unfold.

Author's Note

Let me make a few things clear: I don't really care or interested in the Spike and Starlight Ship. I hadn't plan this story to go that way but this is what I had ended up.

I had originally written this story in a different way. I would have expanded on Spike being a crossdresser a little more and have him showing it to the Mane 6. However, when I got to the point where Spike meet Lord Smarg, I realized that the story was getting too long and it would have to split up into two chapter. I also originally wanted to have everyone having sex with Barbara and have it be a complete gang bang. But after the re-write, I just shorten it to just contain having futanari sex with Starlight.

But regardless, I just wanted to write a gender bender fic with Spike and get that off my chest. I hope that you enjoyed this story.