Rarity squirmed and giggled as gentle fingers teased her sides, breasts and hips. Occasionally, she’d let out a sleepy little moan. For a time, she was happy like that. Even better, she knew her bedmate would be as well.

Rarity finally opened with a few rays of sunlight creeping into her bedchambers, nestled against her lover’s masculine form. Spike looked down at her, smiling. Rarity smiled back and leaned in to give him a gentle kiss.

“Tell me last night wasn’t a dream…” she whispered as she rubbed her naked body against his.

“I definitely hope not,” Spike replied, a twinkle in his eye. He cupped her hip and pulled her against him. “Because I don’t know about you, but that’s something I want more of.”

“You…” Rarity blushed, her ears folding down. “You’d really want to do that again? Be a dragoness for me?”

Spike leaned down to slowly run his tongue along her horn. She immediately stiffened, her entire body lighting on fire with that single motion. Magic ignited completely out of her control as her last spell partially triggered. She moaned as her chest swelled for him.

“I’d be anything for you, Rares.”

“Mmm… I won’t lie…” Rarity cooed, her hands now wandering his handsome body. “You tasted wonderful last night and the idea of special girl’s night in again makes me so wet I can barely stand it…”

His hand wandered down to tease her folds and she let out another lewd moan.

“Spike… if you keep doing that…” Rarity moaned, her hips starting to buck as that same wonderful heat that had filled her last night returned.

“What?” Spike chuckled. “What’s going to happen?”

“I won’t be able to… control myself… it’s unladylike.”

“Were you much of a lady last night, Rarity?” Spike chuckled as he ran a finger through her folds.

“No… I was a wanton, eager lesbian slut…” Rarity whimpered as she felt his hardness grow against her belly.

“No,” Spike corrected her, leaning down to kiss her again. “You were an eager, passionate lover who wanted to make sure her partner knew how loved she was. And it worked.”

Rarity groaned softly and looked up at Spike’s beautiful eyes.

“I need more,” Rarity panted. “Sit up. You made me a promise last night. And you’re going to keep it.”

Less than a minute later, Rarity was on her knees before him. Spike’s thick knobby dragon cock had grown to its full length and she couldn’t stop herself from the occasional stroke. Her breasts, already fuller than normal due to his brief hornjob, ached at the sight of them.

Rarity happened to know one thing about her dear Spikey Wikey: he was just as much into breasts as Rarity was.

Rarity slowly leaned forward and enveloped his cock in her sizable tits. Spike immediately began to groan and pant as Rarity took control and began to gently slide her chest up and down his member. She felt so deliciously decadent like this, kneeling before her lover, using her body to please him. It triggered something inside of her, something that drove her half wild with lust.

She’d gone through heat before, of course. Every mare her age had. But this was desire. And even though Spike was fully engaged with the sensation, she wanted more.

Rarity ducked her head down just as Spike’s cock slipped through her breasts and bathed it with her tongue. Spike yelped in shock and Rarity just smiled, tasting something very similar to what she’d had last night. It was wonderful. She licked her lips and did it again, slurping slightly and giggling.

The third time, Spike surprised her by lapping her horn again.

“Oh Spike!” she whimpered as the magic started to build within her. Her chest swelled a bit more and the pleasure of transformation just drove Rarity further into the waiting arms of lust.

Neither Spike nor Rarity let up on their attacks, but Rarity had the advantage of both lips and breasts. And she used them. She practically made out with that wonderful cock every time it slid through her breasts while Spike loving kissed and lapped against her horn.

“Spike…” she panted at one point. “I don’t know how long I can keep this magic inside…”

“Just let it out however you want, Rares,” Spike said with a smile. “I really want you to let go with me.”

“You… really are the perfect lover.” She flushed furiously.

Spike let out a little groan, one Rarity had heard before, though not from Spike of course. “Rarity, I’m gonna…”

Suddenly, Rarity let her breasts fall away and swallowed as much of Spike’s cock as she could. She teased him mercilessly with her tongue, though the attack lasted seconds before he burst, the massive implement sending out enormous jets of dragon cum down her throat. She swallowed every drop, eager and delighted at his taste. It was only her obsession with making sure Spike had the best first time possible that distracted her from the magic Spike had riled up within her.

When the cum finally stopped flowing, Rarity popped off his cock and smiled up at him. She knew she was likely a sweaty mess, but she didn’t care at that moment. She was with the dragon she loved and that was enough for her.

Spike ran a hand through her hair and beamed at her. “I love you.”

She stood and crawled into his lap, giving him a kiss on the cheek. “And I love you.”

Spike cuddled her for a time and she just enjoyed the heat of him against her coat. Finally, he spoke up again. “Rares, mind if I get us some water?”

“Oh, yes. That sounds lovely,” she slid off his lap. “But I should warn you that sometime today you’ll need a great deal more as you pin me to the bed!”

Spike blushed and sauntered off, his tail twitching. She thought about that tail, what it would feel like along her pussy and all the things they’d done. How incredibly sexy she now found both the drake and the dragoness. About how she wished she could have both at the same time… and that little fantasy she’d had last night…

She idly rubbed her slit and smiled.

And that was when the magic decided to come roaring back to the forefront of her mind. Her breasts began to swell so quickly little jets of milk burst from her nipples, making her moan hungrily as she instinctually milked herself right there on the side of the bed. She loosely felt other parts grow, like her hips and ass. She whimpered lustily, but even all that that didn’t do nearly enough to sate the magic’s needs.

“Rarity, you okay? I just brought—” Spike cut off when he saw Rarity’s newly sexualized body sitting on the bed. Both cups of water fell from his hands. “Rarity, what is—”

Rarity squeezed both breasts hard, sending out twin jets of milk. Then, unable to hold it any longer, the spell exploded from her and slammed into the only creature in the room.

A few moments later, a very female Spike was bent over with her ass in the air, pussy on display, tail swinging back and forth as two gigantic breasts kept her locked into place. Spike looked over at her, her expression a mix of shock and pleasure. The rapid transformation had to have driven a few orgasms through her.

“This is about that fantasy, isn’t it?” Spike asked with a giggle.

Rarity just stared at what she’d done and nodded. “Are… are you okay?”

“Well, I’m incredibly wet and achingly horny to the point where if a guy actually walked in and offered to plow me, I wouldn’t be able to say no…”

Rarity giggled, stood and sauntered over to her lover. “Mind spending another day as a female, Spike?”

“Will we be productive?” Spike quipped.

“Only in that we’ll both know exactly how to please one another as proud females.”

“Then I’m your little lesbian dragoness, Rares.”

“And I’m your little lesbian unicorn, Spikey Wikey.”

Rarity took a few laps around the stuck dragoness, enjoying the sight before Spike’s pleas and Rarity’s needs demanded she act. So, she smiled and knelt behind the dragoness and peered at that tasty pussy she’d sampled last night.

She gave it a single lap and Spike’s whole body shuddered.

“Ready, Spike?”

“I don’t think I’ll ever be ready for you.”

Rarity tapped a finger on her chin. “You know, I think you’re right.”

Then she dove into Spike’s waiting sex and listened to her lover’s glorious screams of pleasure.

Yes, she could get used to this. She’d have to thank Twilight properly for giving her that book.

In a week or so.

Author's Note

This one was so great~! Having sexy fun times is always a total blast, but making it super lovey sweet in places makes it SO MUCH BETTER! I can't help myself! I'm just of those girls who's a total sucker for love~! <3

Super special thanks to Judoon_Warrior for commissioning this super fun story. It's based on a comic he commissioned from SkyeArts that you can find on his FA Page (I can't link it here because super NSFW~)

If you liked what you read here and have some ideas I could play with, my commissions are open! Head over to this link right here for how to get me to make your fun fantasies come true!

Lemme know if you find any mistakes by PM~!

Love you all~!

<3 ~ Honey