Spike couldn’t believe what he was even doing. The bottle of wine in one hand and flowers in the other. The plan was simple. He had to go to Carousel Boutique. The ponies around him were watching him, Whispering something. But whatever it was, The Dragon couldn’t hear. They were talking about it. He tried ignoring them. But his heart pounded. A small town was such a pain in the scales, and with how rumors could spread like fire when no one was watching. He even remembered what Starlight had told him.

“Relax, Spike everything will turn out just fine. Just be yourself and show that mare who’s the big strong Dragon.” Her hands massaging her his shoulders as she seemed to be moving in closer. It was different, but Spike took a deep breath as he would do it, He just had to believe in himself.

So that was how Spike got here, as he looked towards the building. It was a lovely place. The beautiful architect with how it shaped looked almost like a carousel. The horses statues all around the white coloring. It just seemed like a place that emanated enjoyment and wonder. Spike knew that the real treasure was just behind the doors. Which gave him more motivation as he stepped in and took the door handle as he barged in, Well no, that wasn’t it. He walked in, trying to feel as confident as one might be with what he was about to do. Since he walked into the storefront. A light smiled over his face as he called out a name. One, he knew all too well to the single syllable.

“Rarity! Are you here!” Spike called out.into the room, his head popping into the building as He looked inside. The store was empty, clothes hanging around as it looked calming, which might’ve been odd for an afternoon, especially on a Wednesday. Spike just shrugged and walked in,

“Rarity! Are you here?” He called out a second time but who walked out was none other than Sweetie Belle, wearing jeans and a red t-shirt. She was the tallest of the CMC, with wide hips, and her hair was long and poofy, almost reminding him of Pinkies hairstyle. The great move as she ran to spike. Her breast was bouncing as she seemed excited.

“Spike! It’s so good to see you.” As she proceeded to hug the Drake who gave a light laugh,

“Oh hey there Sweetie Belle, It’s good to see you, Um is your sister here?” Spike asked rubbing the back of his head, though it was clear the white unicorn looked annoyed with just the idea that Spike wasn’t here to talk to her. You could see the green in her eyes, and not only her eye color.

“Oh, yeah, she’s upstairs in her room, But Spike, if you want, we could go out see a movie, maybe get some milkshakes.” She tried changing the subject looking a little more excited, hoping The Dragon would take the bait as she messed with the bottom of her shirt. She was almost trying to exposed skin as she moved her arms around slightly to make her breast look a little bit bigger.

“Um Maybe later, Sweetie Belle, I’ve got to talk to Rarity about something Important, Something Starlight needed me to do.” He asked almost nervously, trying to blush his tail glowing a little longer as He suddenly felt a tingle like he would’ve changed. It was rather odd, it hadn’t happened before, and now he could feel himself changing his heart was racing.

Sweetie Belle wasn’t happy about this as He could imagine her horn was turning Green. But soon she eventually took a deep breath and Said,

“Very well, I guess we… Can hang out later.” She looked so disappointed as she walked away. Spike felt a heavy load in his stomach. But he gave a single groan as he felt terrible that he was disappointing her. In some ways, He knew it had to be done if he wanted to save himself from these changes.

Sweetie Belle walked away as she decided to head out, Figuring she’d check on Applebloom or Scootaloo since she couldn’t hang out with the purple dragon. A look of defeat in her eyes as she walked away. Spike only sighed as his hand reached over, holding onto the bottle of wine. His hand was shaking as he began walking up the stairs. Spike knew where her room was. The exact location for the longest time since he visited her at different times.

Spike took a quick turn to the left and boom, and He was right in front of Rarity’s Bedroom. The large wooden door frame as The Dragon moved in and began knocking on it. There was a long pause. He stood there, but eventually, Rarity made a small squeaking noise and called out.

“Just a minute.” The sound of the room ruffled and drawers being closed till finally,

Rarity called out.

“Come in!” As Spike moved to take the doorknob open and walked right inside. Pulling the door began as he looked and saw the room. The bedroom was lovely and clean Not how he expected but soon

Rarity was standing there leaning against her dresser, wearing what looked to be a nightgown. It clung loosely against her body even late in the afternoon as she smiled hair perfectly smoothes back, while her breast was doing its best not to expose itself to the young Dragon. Moving into the room Spike Smiled and said,

“It’s good to see you, Rarity; it’s been a long time.” A cheerful tone running over him as he tried to remain calm through Rarity leaned back more as her breast somehow looked slightly more substantial,

“Oh, Spikey wikey, it’s great to see you two. How I’ve missed you. What that you’ve got there.” her eyes peaked as she tried looking elegantly as she reached over and fluttered her hair off as it floated off. Spike was lost in admiring her when he remembered the real reason he was here, as he brought the bottle into sight.

“Well, Starlight, she told me you were overworked, and something like this would be able to help you relax. Plus, I was hoping that you’d do me a slight favor…” He blushed at what he just asked, and wasn’t even sure that it would’ve also worked, But Rarity smiled as she leaned over to him.

“Why, thank you, Spikey Wikey. I appreciate it and Wait, and this is a thirty-year-old bottle. Hmm, very nice and such a good year. I think glass can help me relax.” She chuckled as she moved in and gave her Dragon a sincere hug. Spike felt his face pressing between her soft bosom as he could feel his face getting redder. His body was glowing as he was feeling his change coming over, as The voice growled.

“Want, Want so badly, let me free! Let me free!” It screamed, but SPike groaned trying to suppress it, Rarity seemed to notice this as she pulled back,

“Darling is something wrong. You look like you’re glowing red?” She said before turning off and heading out of her room.

“I-I’m fine, Just surprised.” he turned around and noticed that the robe. Rarity was wearing was a little short in the back as he could catch a glimpse of her pale rear. Spike did everything he could to keep his eyes off it as he followed her. Soon the Dragon found himself in the kitchen. Rarity reaching towards the cabinet, as she started bringing out a pair of wine glasses, perfectly fine. Though they looked like diamonds as she placed them down on the table.

“Hmm that’s good, We can share this, I know you're not of drinking age, but I won’t tell anyone if you have some.” She let out a soft giggle as she gave him a subtle wink while soon taking the bottle of wine as it levitated away from the dragon into her hands. The container would soon be uncorked as she poured into the two glasses. As she offered one for the Dragon.

“Too a wonderful future and good health.” Rarity said as she raised her Glass, Spike would repeat the same motion as the two would clink their glasses against each other as the two would begin sharing a glass of wine. They slowly began drinking, and Spike grunted as he didn't use to the taste and found it not the best thing in the world. Rarity, though on the other hand.

“Now you wanted to talk to me about a request for new clothes. Why?” Rarity asked as she placed her glass down a slight swig as she leaned on the table with a simple smile as Spike nodded,

“Now, why is that I made such wonderful clothes a few months ago.”

“Yeah, but I’ve hit a bit of a growth spurt recently that made me too big for some of the clothes, and I need some fast enough,” Spike said almost awkwardly as he rubbed the back of his head, Rarity gave a light laugh taking another drink.

“Well, I suppose I could adjust for you spikey,” She moved in as she took another large gulp as it was clear though that her glass seemed to be nearly empty as she poured another drink for herself.

“Thanks, Rarity I appreciate it.” He slowly took another sip of his drink as he shuddered while Rarity pulled herself up. Her face seemingly turned slightly red as she called him over to her private studio.

“Ok, Spikey We’ll get yourself ready.” As she moved and pulled the glass back to her and bottle of wine. Spike would move in following her as she walked, swaying her hips back and forth. If Spike could, he imagined himself railing that ass his lips kissing it as He could even imagine one of their friends called him an ass kisser.

He walked over towards her studio though not before he took another drink, as he figured it would be a good bit of courage as His face got redder, and he began to glow slowly. It wasn’t enough to entirely change his body, but he walked on.

Spike looked over the room, and it seemed the same, mannequins in the background covered in different dressed each of the different shapes and sizes. Some with completed Dresses and others with sticky notes written on them with commissions of fittings for later. But Spike shook his head as he saw Rarity sitting in front of a stage.

She was bringing out her measuring sets as she smiled and looking back towards the Dragon with a small wink,

“Come on, Spike, I won’t bite, but maybe you should undress, so I can be able to get the correct sizes.” As she moved over tapping the stage. Spike took a large gulp nodding,

“Um… Sure, that's not a problem.” He reached over soon, undoing his shirt and slowly pulling it off, revealing his bare chest. Rarity would take another drink as she leaned back as Spike was pulling himself down to his tighty whiteys. Which was far from how he and Rarity had ever done. He stood there, bearing everything he had as she looked down at him with a light smile.

“Spike your still dress; just take your undies off.” Her face was red, and her eyes slightly glassed, but she still seemed to be focused on him as she took another drink and pouring herself another glass filling it to the brink. Spike blushed more but his other voice echoing into his head,

“Oh yes, take them off, show her our grand Dragon meat, bend her over and get a good taste of her wine, you fucker!” it growled louder. Almost hungrily while Spike tried ignoring him, but it echoed in his head as he reached down, grabbing the elastic when he soon began undoing it and fast dropping them to the ground.

Rarity seemed to be watching him for the longest time with a light smile,

“Hmm, thank you, Spikey, well get on the stage, and I’ll get your measurements.” Her magic seemed to focus away from the wine and more around the tape measure as she took the glass and observed looking over every inch of his body Spike felt his heart racing more, impaired and excited while looking down.

She started moving the tape around with his legs the feeling of the tape moving over him caused him to shiver, while he started trying to think of other things,

“Oh god um… Heavenly flame in a bikini, Fuck no- No! She’s a milf, not good, not good!” He was thinking faster, as he tried getting anything that might be sexual, but it was too late, he could even hear the other voice chuckling laughing more,

‘Here we go again!’ It called out to him while trying to find more to fight it but soon he started glowing, Rarity noticed this as her fingers stumbled almost dropping her glass of wine. She watched as the Dragon was feeling a transformation come over him, his body stiffening up In more ways than one. Rarity watched him as he soon stood there in his buff stronger glory as she let out a long smile, that seemed to be close to devilish.

“Well, Darling, what happened?” She asked as she had another drink, her cheeks were redder as Rarity seemed to be more loosened up than how she was before as she swooned in closer. SPike growled lightly though muttered in his deeper voice,

“Rarity um, well, there was an accident, and I sometimes take this form if I’m excited.” He tried being honest though he soon began hearing his other self trying to take over demanding he take her to make her his, he was holding back for as much as possible. His body was getting hotter.

Rarity moved in closer,

“Well, Darling, it seems you’ve gotten much, much bigger.” She eyed down as she noticed his member, as she looked over more surprised as she let a long smile,

“Hmm and more in certain areas.” Her eyes soon widened as she realized something a spark ran through her as she pushed the dragon back and started taking the tape and moving in as she got his sizes,

“Spike, you’ve got something for me. A spark gives me a few minutes I think I might know of something.

Rarity would soon move over her sewing machine and started going over as it made sound Spike stood there trying to find himself there shocked his other side, demanding he fucks the White mare bent over her ass more exposed. But he only growled at himself almost saying,

“If we do this, we do it fucking right for me!” He growled to it though watched as Rarity motioned over and pulled out a particular shirt and pants. While Rarity pulled it up, This Spike looked at it somewhat confused as he reached overtaking it back from her. Soon holding on as he examined it. Somehow it seemed as though it was much smaller than even his average size.

“Um, Thanks, Rarity.” His voice was much heavier. As he looked over though it was clear about one thing as Rarity smiled taking the shirt and exclaimed,

“Try it out, I’ve designed it to expand and change its size with your body its perfect and best part it’ll never rip.” she reached over and soon pushed it over the Dragon's head as he pulled it down as she stars pulling it down.

Spike soon felt the shirt move down his head and coming around him till it finally fit like a glove it formed around him and his muscular body. He looked down at it for a moment and admired how it looked sure it was a purple shirt, so it wasn’t eye-popping out, but it managed to look good on him like always.

“Thanks, Rarity I appreciate this. It'll definitely help me out.” He wanted to hug her but stopped himself as she looked at him.

“Hmm, no Problem, Darling, But there's the manner of payment.” She crossed her arms smirking lusciously, Her eyes looking up and down his more masculine form. Spike, on the other hand, seemed somewhat confused.

“Wait, payment?” The Dragon almost forgetting why he was here in the first place when he reached over trying to fumble for a wallet, but realized he was still pantsless.

“Um Let me grab some money.” But before he could move, Rarity moved in, placing her hand against his chest.

“Oh No, I think you’re taking that the wrong way. I don’t need your money but such a big handsome thing like yourself in front of a beautiful respective Lady. I’m sure you might have an idea of what I want from such a fine strapping young man.” her lips puckered out almost teasing. While she watched him for the longest time as she saw if he got the hint.

Spike, on the other hand, didn’t seem to get it, which was more annoying as he stared off into space. Rarity, on the other hand, looked annoyed as she decided she needed to push it forward and pulled the dragon in for a kiss their lips meeting, and Spike could almost hear Fireworks firing off in the distance.

“Hmm, are you getting the idea, Darling.”

“Uh, huh.” Was all he could respond as he looked over to her, Rarity smirked more and started walking away from her hand, reaching down lifting her robe showing off her butt a little more. Leaving the glass of wine, now empty far off, and Spike followed, but he reached grabbing the bottle and chugged it down, adding more courage to himself as he hiccuped with a smile.

He walked out of the Seamstress workroom. He was suddenly grabbed by his new shirt, as though it was nothing as Rarity was dragging him off. It was clear the Large Dragon wasn’t going fast enough as He felt himself getting Dragged off into her bedroom. He barely realized what was going on. But soon he felt his large mass of a body slammed onto the bed as he looked up into the sky.

W-What the hell? How did Rarity do this? He was shocked as he looked over and saw Rarity closing the door the menacing look on her face as it was clear she wanted more as she slowly stepped in. Her hands were messing around with the robe as she started to drop it, revealing her pure naked body. Her breast was bouncing sure she wasn’t as large as the other girls like Fluttershy or even Applejack having a C-cup.

“Hmm, Spike, so big so Handsome.” She licked her lips stepping in closer,

“R-rarity, are you ok?”

“Oh no, I’m not fine, I’m on fire, my body is burning with want. And your just the Dragon I’ve been needing.” She reached over, grabbing the Dragons cock. If it wasn’t hard before, it was now. She looked at him with a broader smile as she began stroking him. Her tight grip was squeezing his member like you wouldn’t believe.

She stroke him faster and faster. Causing the Dragonhead to arch back overwhelmed and letting her do whatever she wanted. He didn’t mind; he loved it as he gasped, as it seemed like mere seconds. What came next as he suddenly felt something press against his face, when he opened his eyes, he looked overseeing an impressive ass- Rarity’s ass to be specific. Her cheeks spread apart as it was pushed into his face. He looked seeing her pussy that just oozed with desire While hearing the mistress,

“Hmm, get to work, Darling I want you to taste my hot wet cunt!” She demanded. As Spiked looked to her started pushing her ass down on his face. Spike barely had time to react as he grabbed ahold of her thighs while soon motion and began licking her cunt. His tongue invaded her as it began to circle. The voice in his head started shouting in excitement.

“Good! Good lick, our bitches pussy!” It growled as Spike soon reached over and slapped her thighs as he began tasting her. Somehow she felt sweet and elegant. As he lapped his tongue around in circles. Though this didn’t seem to be enough as Rarity pushed her hips down, close to smothering him as she called out,

“Lick faster, fuck! I want you to be rougher.” She demanded more while Spike nodded while pushing his tongue in more rolling faster, his claws sinking into her thighs. Rarity growled more moaning as she began grinding against his face.

SPike would continue moving his tongue plunging it deeper within her as He listened to Rarity moan, her voice getting a bit louder, as He tasted her delicious pussy. Her folds getting tighter almost squeezing his tongue as she exclaimed

“Fuck, Spike!” As she pushed down almost bouncing on his face. But soon, an idea came to mind and a smile wrapped around her face.

“Oh, Spikey, Wikey.” How she said, it caused Spike to Shudder with fear. Something about the way she did it made him feel uncomfortable. Rarity soon moved to pull her ass away as she walked to her closet, swaying her hips back and forth as she winked to the Dragon.

“Now Spikey, if you’ll be such a good boy, and lay on your stomach. I’ve got a surprise for my big strong, tough Dragon.” Her voice was seductive yet, held an ounce of malice, but Spike had a small thought,

“Well, she couldn’t possibly do anything bad, I mean, she’s the element of generosity plus she’s such a pure maiden.” He thought about it more as he listened to the closet door open. There he closed his eyes as he laid their his ass exposed while hearing the woman he crushed on, as she muttered,

“Where is it? I know it around here somewhere. Hmm, well, I’ll need that, Ahh, come to Momma, my darling.” As she took some more time. He heard a little noise. But than Rarity gave a small laugh,

“Hmm, Well, Spike, since you’ve been such a good Dragon, I’ve got a special reward for you, but take a deep breath.” Rarity said with a soft smile as she leaned in, whispering into his ears. Her hand soon reaches over, caressing his side, rubbing his back. Spike's eyes opened as he tried looking over to the Unicorn. When SUddenly she grabbed his head and pushed it forward,

“Uh, uh, uh No peaking Darling.”

He nodded, trying to trust Rarity as he suddenly felt her hand moved away from his head, while he stared over the silken curtains that were closed. No one could watch inside as they were about to do something, Spike never expected something like this, but he soon imagined this would be some excellent Blow job.

Then she grabbed ahold of his ass, giving it a firm squeeze as she massaged it and without warning spreading them apart.

“Rarity, what are you… doing?” Spike soon turned around towards who he once assumed was A pure maiden. That wasn’t the case what Spike saw she was wearing all leather — covering her whole body Leather Bra that clung to her firm breast keeping them in place and leaving some to his imagination, all the way to her long leather gloves that moved over her arms and legs, as she looked at him with a long smile.

“Hmm, like what you see, Baby.” She exclaimed as he looked down and realized she was Holding down onto him. Before long, her horn started to glow, while Spike felt enveloped with that magical glow When Rarity began to whispering.

“You’re going to love this.” As she suddenly caused him to flip over, his body pinned down as he could barely move, and Rarity climbed over, getting on top of him. Her fingers wrapped around his cock as she positioned him,

“Now, my precious little Diamond, you’re going to need to remember this; don’t cum till your Goddess tells you to.” As she pushed him into her stuffing his cock deep within her holy pussy, as she moaned into the air. Head rolling back with her eyes closed with pure orgasmic bliss.

The way Rarity thrust into him back and forth Riddingfaster, and harder, as she was being penetrated. his Hard firm cock filling her with everything he had with a hard gasped. Spike felt his claws digging down into her bed, even ripping them apart as he groaned. This was nothing he ever expected or imagined.

Rarity was moaning hard and gasping as she thrust faster. Her Horn glowing but what for The Dragon wouldn’t know as she moaned out,

“Oh, yes, yes! You like that, like how your big fat cock fucks my pussy Darling!” She gasped more as she pressed her breast down against his back as she got closer. Her lips were kissing his neck as she ground harder. The strapon's thickness was driving him nuts as he felt himself in pain as his anus was being spread by the second. His balls were pushing back and forth. As his eyes closed tightly.

Spike couldn’t remember how long this went on, and how he was even able to go. As he felt her thrusting faster moaning louder. Rarity seemed to begin sweating- No she was a lady she was perspiration a sweet red glow with large gasped till finally She let out a gasp and screamed,

“Fuck! I’m Already Cumming!” What caught Spike off has he felt something shoot into him? He jumped back and pulled away. While looking over to Rarity, who was squeezing a tube in her hand with a smirk.

“Hmm, did you like that baby?” She was looking at him so sultry as she licked her lips.

Spike couldn’t think of anything to say his mouth dropped, and he was getting close to leaving it wasn’t worth it. He could’ve stayed with the voice and the overwhelming lust than this. But before he could respond, Rarity begins jumping on him again, bouncing on his member like there was no tomorrow, as He looked up to her. He watched as she started unclasping her bra and revealing those beautiful tits, the ones that might’ve come from heaven itself. But in some ways, they might’ve been sent by the devil himself.

Spike groaned as he felt the Unicorns weight on top of him, pinning him down as she swayed her body back and forth with a luscious smile,

“Hmm now that was amazing Darling, I think it is your turn to let off some steam don’t you think.” she bit her lips as she moved down her hands gripping his cock, that pulsed harshly a heat burning from it

There the two would fuck Rarity riding him as he plunged deep within her. Her warm semi Tight pussy. A harsh moan as Spike would barely move his hips as The white mare looked to him moaning more as she seemed to slam her hips down on him, taking everything she could moaning.

Spike gasped harder as he tried catching his breath as he thrust up faster, but it looked like it wasn’t enough for her as she soon began digging her nails into the Dragons skin managing to cause him to bleed, as she called out.

“Come on harder, faster, I know you can do better than that, Fuck me like the Bitch I am ohh fuck!”

The two would go on like that, for what seemed like hours, Spike barely holding back. The unicorn mare somehow using her magic holding his load in, as He started becoming incredibly uncomfortable. Her hips were rocking back as she had what seemed like multiple orgasms compared to him, not even having on. Till finally The mares magic faded away, and Spike unable to control himself suddenly felt himself unleashing his load, FIlling her beyond recognition.

“OH, YES!” Rarity would scream one last time as she felt him shooting into her, and eventually, she collapsed onto the bed. Passing out. Spike, on the other hand, limped out, barely able to move as he collapsed on the ground. Looking overseeing None other than Sweetie Belle who looked at him concerned and all he heard before blacking out was,

“Oh god, Spike, are you ok?!”

Author's Note

Heh here you go guys sorry it took so long and please have a great time and let me know what you think, please leave a review and also check out some of these links to help support my work, and remember if you want a commission pm me and we'll see what we can do.
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Eri Stoner