“Is the blindfold really necessary?” Spike asked as Rarity opened the door with her magic.

“I told you, this is a special design. No peeking!”

One of the best parts about being tall for a unicorn was her height. And since Spike tended on the shorter side, it tended to create a few interesting opportunities, such as the one she had him in now. Her drake remained nestled between her breasts, one of her favorite spots for him. And his favorite spots, too. The problem was that every time he stepped there, she got a little warmer. And the fantasy in her head got a little stronger.

Rarity might be charming, witty, gorgeous and chic, but even she had limits. A mare had needs, after all.

The two of them stepped into her shop together, Rarity giggling softly as she used her ample bosom to guide Spike inside. She spied the thick length in his pants and smiled. That might be for later…

“Okay, Rarity, I’m not a fan of blindfolds,” Spike complained.

“Oh, shush, darling. You’ll like this!” Rarity admonished him, shutting the door and locking it. Then she flipped the closed sign. Then closed all the curtains.

The rest of the Boutique had already been situated for this evening, set up with comfortable pillows and cushions, while her stage had been moved back to storage. It had taken the better part of yesterday, but it would be worth it. Everything was perfect.

“Uh-huh…” Spike sounded dubious. “Aren’t we there already? I know the sound of your front door.”

“Yes, just… one more thing. I have to adjust a few things…” Rarity’s heart started to hammer in her chest as she realized this was really about to happen. Ever since she’d read the spell weeks ago, she’d had this moment in her head, tempting her and tormenting her in equal measure.

“Okay…” Spike said and intentionally rubbed himself against her chest and front. “I can wait a little longer.”

“That’s my dragon,” Rarity replied, trying to keep her voice even, and rubbing her hands over his arms and shoulders.

“Yeah, yeah.”

She giggled, closed her eyes and focused. She’d practiced the tricky spell a few times, but never before on somepony—or somedragon—else. She knew it wouldn’t hurt her dear Spikey Wikey, but still… she hesitated.

The hesitation lasted only moments. The excitement was too much for her.

The magic flowed from her horn and enveloped her drake. Almost as if it worked on its own. Despite her previous encounters with possessive magic, there was something deliciously decadent about that concept.

“Rarity?” Spike asked as he stumbled forward a little. “I feel a little strange…”

“It’s perfectly normal, honey. Just relax.”

He actually did relax as Rarity slipped around him to get a better view… and almost gasped. She just barely stopped herself from ruining it as she beheld the result of her spellcraft.

Her Spikey Wikey now had a rather impressive pair of breasts.

So impressive, they were already straining his dress shirt. She found herself in awe at the sight, the potential and a great many other things. A part of her made a mental note to make him a new shirt. The rest of her ogled her dear handsome drake’s new swelling chest. She could even see the outline of thick nipples beneath the fabric! In fact, his entire chest had changed shape, becoming narrower and tapered down to the waist.

“Wow, this is really strange…” Spike seemed to be panting just a bit.

Rarity licked her lips and wondered what it would be like to wrap her lips around one of those nipples. They were unlike any she’d seen before. And she’d seen her share.

She’d long ago figured out she enjoyed both the company of mares and stallions. Twilight had taught her that a few years ago when they had both been somewhat tipsy after some convention in Manehattan. As for stallions, well, there had been that fling with Big Mac a year ago. Thankfully, Applejack had never found out about that little indiscretion.

Between the two—and a handful of others—Rarity had found she appreciated all types of beauty, both male and female. One needed such an eye when working in fashion, after all. However, when she was in the presence of someone with both types of beauty… well, it seemed to be driving her somewhat wild.

In fact, to see both on a drake she may very well have fallen for, well, it was simply too much for one mare to bear. So, she could hardly be blamed if she got just a bit out of control.

Rarity shivered as she poured magic into the spell still slowly working on Spike’s body. Then, it wasn’t working slowly anymore. Instantly those wonderfully large breasts swelled to an enormous size, ripping right through his gray sweater and reducing it to little more than scraps. She thought it was a testament to just how turned on she was that she didn’t mind the destruction of such a stylish piece of clothing.

“Rarity, I just heard something ripping!” Spike called. He obviously couldn’t feel anything aside from the strange warmth. What a surprise he would have shortly.

“Don’t fret, darling! Just some old cloth I accidentally stepped on…”

Those gorgeous purple nipples thickened as the green-scaled breasts expanded. Rarity could barely stop herself from reaching out and touching them. Or starting to touch herself.

“Oh… is this spell supposed to make me so warm?”

“Yes, it definitely is.”

After all, it was making Rarity exceedingly warm.

She licked her lips as Spike’s hips expanded. His ass rounded, filling those tight slacks until a seam gave way. His fringe exploded into rolling locks of thick emerald hair, highlighted by pale green tufts on the sides. His face softened, losing the angular features she had enjoyed for so very long and becoming something far more fitting for his body’s form. His thickness inside the front of his pants slipped away until there was nothing but a smooth mound between the dragon’s legs.

“Rarity… I… I feel…” Spike’s voice had changed to a far softer pitch.

Rarity smiled when she realized that she was no longer looking at a drake, but a dragoness.

Spike squealed softly as her breasts grew even larger. In fact, Spike could barely stand up.

That’s when Rarity realized she should probably stop.

Rarity cut her spell, but she was too late to prevent Spike from toppling forward onto her new chest. Rarity blushed and hesitated, frozen in place as she tried to figure out just what she was going to say next. She hadn’t ever thought this far ahead! She’d foolishly let this lusty moment consume the fantasy and ignore the rest!

Spike, for her part, also hesitated for a moment. That moment passed quickly, then ripped off the blindfold.

She took one look down and glared hard at Rarity, who instantly blushed scarlet.

“Rarity! What have you done to me?” Spike demanded in a sultry, soft voice that wasn’t just feminine, it was downright sensual.

That voice did things to Rarity that made her squirm.

“I… ah… may have overdone it…” Rarity squeaked.

“Overdone what?” Spike demanded as she struggled to get up.

“The spell!” Rarity blushed, but something about Spike there on the ground did something to her core. She’d never found him—her—sexier in her life.

Spike gave up on standing and instead opted to roll over, allowing her to stare at her huge jugs. That sight gave her the solution to her dilemma.

It distracted her long enough for Rarity to ignite her spell again. Only this time, she had a new target: herself. A few deft motions of her fingers made her entire little black dress drop to the floor a moment before she began to swell. She moaned as she ripped free of her bra, though her panties simply stretched as Spike stared in shock. Then, she collapsed on top of her drake, straddling Spike’s new empty hips.

Spike gaped at her. “This was… your plan…”

“Well…” Rarity blushed so hard she was certain her toes had gone red. “Yes, but… I think I can make it up to you…”

Rarity leaned down and kissed Spike hard, letting their breasts tease one another. Spike moaned into Rarity’s mouth as she instinctually squirmed beneath her. Rarity had felt such things many times. Spike, on the other hand, was brand new to this.

That presented certain… opportunities.

Rarity reached up and pinched Spike’s nipples.

Spike squealed like a perfect little slut and Rarity nearly came at the sound.

“Forgive me?” Rarity cooed.

“I… I uh…”

Rarity gently caressed the nipple this time. Spike let out a long, lustful moan, but managed to keep her wits, which just turned Rarity on more.

“You made me all female? I don’t feel…”

“Yes…” Rarity said. She hesitated. “You don’t feel what?”

“Enough.” Spike’s eyes wandered over their naked bodies. “Not yet.”

“Not yet?”

“Make me love being a girl and I’ll think about forgiving you!” Spike huffed as Rarity teased her tits.

Rarity grinned down at her, panting slightly. Spike’s eyes were a little glazed with lust, which was just perfect.

“You’re going to love it. You’re going to love being my little tramp, Spikey. You already do… and by the time I’m done, you’ll happily cry it from the rooftops.”

Spike shivered and Rarity’s hand began to drift over her beautiful lover, caressing the elegant curves of her new breasts and her sides. Meanwhile, Rarity’s other hand slipped over Spike’s hips and waist.

“You’re… sure you want…” Spike paused, blushing and looking adorable in her new female form. “You’re sure you want to do this all the way? Our first time with me as a… girl?”

“Do you mind?” Rarity’s hands wandered over the dragoness’s breasts again. She could not believe how soft they were, even though they were scaled! And the nipples were so thick she was actually curious if the spell would have made it possible for Spike to lactate, even though he was a dragon.

“I… don’t know,” Spike admitted.

Rarity’s hands left Spike’s body and she pulled him into a long, languid kiss. After coming up for air, she finally said the words that had terrified her.

“Spike, I know you feel a certain way about me—” Rarity began, but Spike cut her off.

“Rarity, we both know that I’ve loved you forever,” Spike said as if saying the sky was blue. “I only recently figured out how much...” He hesitated. “But for you—”

Rarity pressed a finger to Spike’s lips. Their eyes met.

“Spike, I love you.”

Spike stared at her.

“I mean it, Spike. In all the ways you love me. You’ve been patient, kind, attentive and perfect. Everything a mare should want. No, scratch that. Everything I want. You are wonderful and will make some female very happy one day. I’d like that female to be me. And I want that one day to be today.”

“You’re serious…” Spike gaped at her. They could be chatting in the street for all the attention Spike paid to their current position.

“With all my heart,” Rarity whispered. “I love you, Spike.”

“I love you, too, Rarity,” Spike whispered, still sounding as if she couldn’t quite believe it. But she still said it earnestly and with passion.

Rarity blushed hard. She’d never had another say those words like that. With such commitment and vigor. It was enough to make her want Spike so badly she could barely contain it.

“If we’re in love,” Rarity whispered, her hand tracing one of Spike’s beautiful breasts. “Does it matter what we look like when we make love?”

Spike didn’t hesitate. “Not even slightly.”

A smile blossomed on Rarity’s lips. “And, for the record, Spike, when this wears off in the morning, I fully expect you to take me in a very masculine fashion. Repeatedly. Until both of us can’t walk straight.”

Spike shivered so much it made Rarity’s own naked breasts jiggle. “Really?”

“I want you, Spike. Not just to love, but as a lover, in every way. I just… I would like to know if you want me, too.”

In answer, Spike reached up, and pulled Rarity into a passionate, driven kiss that made their bodies shift against one another. Breast against breast, hip against hip, pussy against pussy.

When they broke away, Spike smiled at her. “Then do what you want with me…”

The new dragoness blushed.

“My dear, I am going to make you cum so hard, they’ll hear you in the Dragon Lands.”

Before Spike could say another word, Rarity went for the right breast. Her lips wrapped around the thick nipple and Spike let out a lewd moan that felt like a finger being dragged along Rarity’s aching sex.

Rarity began to suckle on her dragoness and Spike bucked, her hips flying into the air and slamming back down on the soft carpet of Carousel Boutique. Rarity went along for the ride, but her lips never left her new treat. She played her tongue against her lover’s nipple, washing it delicately and lovingly as her other hand went for the left nipple. A gentle caress sent Spike panting for more.

“Oh, Celestia… Rarity that… that feels…” The new female slipped into musical cries of pleasure. “Oh… what… is…”

She started bucking more beneath Rarity. The mare smiled to herself. She knew the signs of an impending orgasm when she saw them, even after only the barest hint of stimulation. It wasn’t surprising since Spike had never had to deal with the intensity of a female form. It was rather overwhelming, probably.

Only one thing to do for it.

She regretfully let go of both nipples, then stood. While Spike’s transformation had destroyed her clothing, Rarity’s hadn’t. And she wanted her new dragoness to get all of her. She smiled down at Spike’s wide eyes and slowly slipped off the single remaining item of clothing. When her panties were flung to the side, it left her as naked as her lover.

“Celestia you’re beautiful…” Spike whispered in awe, reaching up to stroke her coat as she settled herself back onto her lover’s hips. “I dreamed of this for so long… never thought…”

“And you’re gorgeous, too, my dear Spike,” Rarity cooed as she ran her hands over the scales of her marefriend—girlfriend—dragoness-friend? “Tell me, lover… are you feeling particularly wet right now? Maybe spasming a little?”

Spike nodded, biting her lip and blushing. Her hips were rolling softly, too.

“You’re a bit of a timid thing when you’re a dragoness, aren’t you?” Rarity whispered, her heart racing. “Tell the truth, now…”

“I… I don’t know what I’m doing with this body!” Spike protested, but not before shuddering again in pleasure.

“Do you want your lover to teach you?” Rarity murmured. She leaned down a bit and smiled, brushing her nipples against Spike’s. “Teach you everything a female body can do?”

Spike groaned, pushing her breasts against Rarity’s. “Yes… yes please!”

Rarity kissed her on the nose. “You want to cum, don’t you, Spikey Wikey?”

“Yes… Rarity, please!”

Rarity smiled, leaned down so their bodies were perfectly aligned to one another. Then, she slipped her muzzle near Spike’s ear and breathed out four words.

“I love you, Spike.”

Spike screamed her name as she burst, thrashing and clutching wildly at Rarity. Rarity herself wasn’t fully ready to get smashed against the dragoness, but after a single yelp of surprise, she found her body moving in sync with her lover.

Spike’s whimpers and cries sent tiny bolts of pleasure through her body, making her helpless to resist grinding her own sex against Spike’s. She could feel her lover’s wetness as Rarity slowly rode Spike down from her first female orgasm.

Finally, she lifted her head and looked into Spike’s dazed blue eyes. She blinked a few times at Rarity, then gently cupped her cheek. Rarity smiled down at her, purple hair floating around them, almost closing them off from the world.

“That… was incredible,” Spike sighed happily. “I’ve… Celestia, it’s better than being a guy!”

Rarity giggled and rested herself so their enormous bust lines were happily squished together.

“And to think,” Rarity cooed. “I didn’t even really do anything that time.”

“I… I’m not sure I can handle more…” Spike said warily, though her cheeks went red.

Rarity knew better. Spike might worry she couldn’t handle it, but she still wanted it.

“The thing about most mares I know…” Rarity whispered as she leaned in for another kiss. “The thing is… most mares can usually go a few hours, assuming they don’t pass out from being overloaded.”

“Overloaded?” Spike asked, her voice still wary.

Rarity’s grin became wolfish. “Climax until they collapse.”

“Have you ever…?” Spike’s eyes darted over Rarity’s face. Behind the curiosity and timidness, there was such compassion and kindness there. It just made the dragoness even more irresistible.

“Oh, a few times in the beginning, but it’s been a while,” Rarity said in her best off-handed way. “The bigger concern is how much you can take.”

“I… I…”

Rarity’s hand slid down Spike’s body and stopped just a hair’s breadth from the dragoness’s new slit.

“You want me to try, Spikey Wikey?”

Spike seemed to be at a loss for words, but she still managed to nod.

“Good girl!” Rarity cooed as she lightly brushed her fingers along the dragoness’s sex. “You’ll love this darling… but I think a change in scenery is in order. How about we retire to the bedroom?”

Spike’s eyes widened. Silly, really, since Rarity had already made the dragoness climax on the floor of Rarity’s boutique. But she suspected this was something a little different to her lover. So, she intended to make it special.

Rarity slowly slid off of Spike, making sure to get the dragoness just as excited as she’d been moments ago. And then, she moved to her feet, keeping her motions soft and languid, giving Spike quite the show considering how hard the dragoness’s nipples were. She let her eyes wander over her work. Thick thighs, amazing hips, sculpted legs, adorable face, mammoth tits and a toned body. Though most of her attention rested on the breasts. She’d found out with Twilight that she was quite the breast girl.

She reached down and helped the Spike to her feet. She wobbled a bit, obviously unused to the changed center of gravity. As she adjusted, Rarity now took a moment to enjoy her work, running her hands along the dragon’s bubble butt and another beneath her breasts.

“Tell me, Spikey Wikey,” Rarity cooed as they headed for the stairs. “How much do you know about pleasing a mare without a cock?”

“I…” She could hear the blush in Spike’s voice.

“Don’t be shy, now,” Rarity admonished as she squeezed the dragoness’s ass. “I want details.”

“Well, um… last year, I did hook up with Roseluck for a while,” Spike replied quietly.

Rarity almost fell over—and not because of her own enhanced bust. She’d had a brief tryst with dear Rose herself last year herself.

“She… didn’t really like male equipment?” Spike’s voice became heated, her tail swishing back and forth, the little ridges almost hypnotic as they swayed back and forth. Rarity idly wondered what that would feel like against her slit, then snapped back to attention as they climbed the stairs. “So she… sort of taught me some things.”

“My little Spikey Wikey… that sounds wonderful. Tell me what she taught you. Two things she liked more than anything.”

Watching Spike’s new ass swaying back in forth in an intensely sensual gait was making it hard to control herself. Rarity found a heat building inside of her that she couldn’t quite resist.

“She… taught me how to find a mare’s clit with my tongue.”

“Oh my, a useful skill indeed,” Rarity praised. “You’ll enjoy it when I do it to you soon.”

Spike whined as they reached the top of the stairs, absently rubbing her sex, which had to be getting wetter by the moment.

“One more, darling…” Rarity cooed, her voice husky and needy as the heat continued to grow.

Spike continued toward the bedroom, her steps faltering. “How to curl my tongue to fully take a mare.”

Rarity paused. “You… you can do that?”

Spike nodded as she stopped at the door, turning to look at Rarity, panting softly. “Part of being a dragon, I guess? Roseluck loved it.”

“And… and I’m sure… I will too…” Rarity ran a hand along her breasts, the heat inside her body—and her head—nearly overwhelming. It was nearly as bad as being in full Heat, but this one was entirely focused on the dragoness.

“My dear Spike?” Rarity asked as she reached out and fondled her dragoness’s tits. “Do you like your tits?”

Spike blinked and looked down as Rarity continued to stroke them. Her hands came up and began rubbing them herself. Within moments, she was leaning against the door frame, sighing with her panting getting heavier and heavier.

“Yes,” Spike whispered. “They’re amazing.”

Rarity magicked the door open so hard it almost cracked. Everything was neat and orderly, including the bed, set up specifically for this night.

“Will you kneel on my bed and show me how much you love the tits I gave you?”

Spike hesitated. “Only… only if you join me.”

Rarity felt as if she’d just been speared by her favorite dildo. “No touching… only looking.”

In less than a minute, they were both facing one another on the bed about two feet apart, fondling their own breasts. It felt like an eyeblink before they began to moan together. They played with their nipples, caressed the underside of their respective breasts and bounced their hips in pleasure.

“Rarity, I…” Spike gasped, her entire body a little red.

“It’s okay, Spike,” Rarity assured him. “Embrace it. I want to see the sensual side of you totally unleashed.”

In truth, Rarity was close too, but she wanted Spike to enjoy herself again before she did.

“Rarity… it’s… I’m going to…”

Rarity felt nothing but the heat now. Instinctually, her magic lit up and a spell snapped between them, a minor modification of the spell she’d used on Spike earlier. It would… enhance their experience. She wasn’t really sure why. Just that she needed to do it.

That spell was all that was needed for Spike.

Spike began to cum before her very eyes, whimpering and crying her name. Her eyes rolled into the back of her head. She squeezed her tits tight against her chest, playing with her nipples as… as they started to swell again.

At the sensation of her own tits swelling with her lover’s, Rarity came hard as well. Spike’s eyes went wide as Rarity’s breasts swelled over her hands, making themselves easily as big as Spike’s. Her nipples thickened as well and her entire body became more sensitive.

Then, completely out of control, a second orgasm crashed over Rarity. She didn’t close her eyes but instead stared at the gorgeous thrashing dragoness before her. She could barely stay upright as she twitched as her pussy overloaded.

Finally, Rarity broke. Her pussy still spasming, she sprang at Spike and bowled her over, slamming her into the bed with a hungry kiss just as the afterglow began to settle in… as well as an immediate heat she couldn’t believe she was having. She hungrily made out with her lover, their tongues dancing, their bodies moving against one another as they adjusted positions to lie side by side. After a good few minutes of eager tongue play, Rarity pulled away, her entire body feeling hot and flushed.

“That… Rarity, I’m not sure that spell is a good idea,” Spike gestured to her enormous chest, now bigger than anything Rarity had ever seen, except the ones on her own chest. “It feels fantastic but… I’m not going to be able to move soon!”

Rarity had a sudden image of Spike bend over, stuck under the weight of her immense chest, utterly helpless as Rarity slowly licked her lover’s pussy, driving her into mindless bliss.

The image was enough to send another bolt of heat through her.

However, Spike had been watching her face, apparently and the dragoness’s lips turned into a smile. Spike’s hands slipped around Rarity’s waist and pulled her closer, nibbling on her neck and making her positively melt with pleasure.

“You’re going to grow me even more, aren’t you?”

Between the nibbling, the warmth and the seemingly endless lust burning through her, she couldn’t help but nod.

“Rarity, before you do that…” Spike whispered. “There’s something I need to do.”

Rarity met Spike’s eyes. His expression was eager and happily, though a bit scared.

“I’d really like to go down on you.”

Rarity almost came from those words alone. “Oh, Spike…” she sighed deliriously. She didn’t deserve somedragon this kind, but she was so very happy to have him.

Spike started to move down until Rarity realized she couldn’t do it. She couldn’t just lie there and take all the pleasure. She needed to give something back. She was Generosity, wasn’t she? Granted, she’d already make her draconic lover cum plenty of times, but… she wanted to give more. So much more.

“Wait, Spike…”

Spike froze about halfway down and looked up at her, confused.

“Lie back down, sweetie. I have something better in mind.”

Spike hesitated, but she did as she was told, returning to her position by Rarity’s side. Rarity gave one of Spike’s enormous tits a kiss and then gently pushed her onto her back.

“You’re worth it,” Rarity whispered as she went for another kiss, this time on the lips. Only then did she turn around so she was upside down to him. Then, she slowly crawled over Spike’s magnificent scaled body until she was face to face with the origin of Spike’s lust.

She settled her hips to straddle her lover’s lips and took a breath. The scent of Spike was unlike anything she’d ever experienced. She didn’t know how, but she knew it was the scent of spicy gemstones. Spike dripped before her, and Rarity needed it.

Rarity took one long, slow lick of Spike’s folds, loving the way the dragoness bucked beneath her, whimpering and whining under Rarity’s delicate ministrations.

“Oh… oh, Rarity…”

“Hush, darling. Just return the favor,” Rarity cooed, then she darted her tongue within her lover’s slit.

Moments later, she realized something very important. Spike would be spending a great deal of time as a dragoness. Mainly because the dragoness’s taste was divine. Spicy and sweet at the same time, with that strange taste of gemstones—though she had no idea what gemstones actually tasted like.

Rarity couldn’t help but dive in. She slid her entire tongue into Spike’s folds and moaned happily. That was when Spike decided to strike, slipping her tongue into Rarity’s folds.

Rarity hadn’t been prepared for this. She was intensely glad she’d been so unprepared because that lack of preparation drove her to cum instantly on her lover’s face. And though she couldn’t see it, she could feel Spike eagerly lapping up her juices. That sensation of her delicate tongue on her most sensitive place—in addition to the mind-shattering orgasm—just drove her into more of a frenzy. Her licks became rapid laps as she explored her lover’s new pussy in exacting detail. Soon, she felt Spike doing the same to her and it felt like they were perfectly bonded, a swirling circle of pleasure. An endless cycle of need.

The world started to become fuzzy. Time started to shift and flow away from her. They switched between top and bottom a few times, but both were so eager to have their tongues in each other’s slits, there wasn’t much left to do but kiss, fondle and return. Both craved one another. Both needed one another. Spike the dragoness was insatiable. And Rarity the unicorn was just as insatiable.

Their cries lasted into the darkest parts of the night, neither tiring, neither stopping, neither wanting to.

At that time, the only thing that mattered was the need to be together in every way possible.

Author's Note

Eeeeee~! I've always loved Sparity (as long as they're both old enough, of course~!) This was SO MUCH FUN. :3

...and there's more too!!!! <3

Lemme know about any mistakes by PM so I can get 'em fixed! <3