Author's Note

Kinks: Domination Pie, Tongue-lashing, Species-shifting, Gender-shifting, Copious amounts of dragon sperm, and cosplaying as zebras.

Yes, this story definitely went off the rails, but it's too much fun to write something that went this nuts.

005 - Ponies are fickle creatures

Rarity was quite the curious mare. A particular fashion choice had popped up around town. Mostly involving her friends. Twilight, Rainbow Dash (now a much more luxurious catpony), Pinkie Pie (the dear who thought she could claim such a wonderful stallion), Scootaloo (who wanted to called Vulturnia for some reason), Apple Bloom (who had a peculiar growth spurt all of a sudden), and even Spike (who was starting to shape up quite a bit. He was almost attractive.), were all wearing these wonderful golden rings around their necks.

Thus, if her friends were doing it, so would she.

It took awhile, but she created her own and was now proudly wearing it around town.

“Rares!” Applejack called out from her stand.

“Darling! Good to see you!” Rarity called out, approaching the stand.

“So I see ya made up with Pinkie.” The Apple mare smiled.

“Whatever do you mean darling?” The white mare blinked.

“That ring. Ya had to have made up with her to get it.” Applejack pointed to her neck.

“Oh-ho, no darling. I made it. Nice, don’t you think?” Rarity said with a titter.

AJ’s demeanor instantly changed. “Rares. Ya need ta take that off.”

“Why darling, I just wanted to be part of the new fashion trend.” Rarity giggled.

“Rarity, trust me, that’s not a trend and all yer gonna do is tick some ponies off.” AJ warned.

“Oh pfft, like you would-”

“Rarity?”

Rarity turned only to see Spike and Apple Bloom.

Gone was the tubby ball of dragon. The dragon was taller and sleeker, muscles could even be seen beneath his scales. His arms and torso virtually rippled as he moved, and his thinner tail swayed with every step. He wore a silver ring around his through, that Rarity swore he could snap just by flexing.

The smaller Apple mare no longer looked like a filly. She had grown into a beautiful, yet still adolescent-looking, mare. She had bulked up a little as well, though she was more like Rainbow Dash, before the mare had become part cat. She wore her own silver ring around her neck.

“Spike!” Rarity batted her eyelashes at him. “Lovely to see you.”

“Likewise.” The dragon nodded, though his smile looked a little forced.

Rarity trotted up to the pair. “You are looking… quite handsome Spike.”

“Thank you?” Spike leaned away as Rarity leaned closer.

“Rarity, would ya kindly not make eyes at mah drake?” Bloom deadpanned at the unicorn with a frown.

“Mmmm, your drake?” Rarity blinked at the smaller mare. “My word, what has been going on in this town recently. Surely you can’t mean Spike.”

“Rarity, what’s gotten into you?” Spike asked, looking down at her with a frown. “First Pinkie and Zev, now Bloom. You feeling okay?”

“She don’t back the fuck off mah drake, AH’ll pop that massive ego of hers.” Bloom snorted.

“Apple Bloom, darling, Spike can do so much- AH!” Rarity yelped and lept back as a yellow hoof swung at her. “What’s gotten into you?!”

“I did say ta back of mah drake, then ya go and try ta delegitimize our relationship?” Bloom’s eye twitched.

“Well, we haven’t actually announced anything in public.” Spike mentioned. “Which is fine! Don’t worry about it! When ever you wa-”

“Fuck it.” Bloom snorted. “Spike. Down.”

Spike knelt down in front of the mare. “Yeah? What’s- Mmmph!”

Bloom grabbed his face and planted a kiss on his lips. She pulled away with a loud smacking noise. Then turned and glared at Rarity. “Happy now?”

“Finally!” Came a loud cry from the apple stand.

“What… What is going on?” Rarity blinked.

“This is mah drakefriend!” Bloom said with a foreleg around Spike’s neck. “Also, where tha fuck did ya get that ring?”

“This?” Rarity snapped out of it and put a hoof to her neck. “I made it. It looked so nice-”

“Spike, pick me up, we need ta go tell Zev and Pinks. And fast.” Bloom stated, virtually glaring death at the white mare.

The muscular dragon did just that, picking up his mare quite gently despite his size, and took off.

“Ya did it now Rares.”

AJ’s voice made Rarity jump. “Applejack, just what is the matter, why is everypony so hostile?”

“Ya got a bit of a reputation.” The Apple mare raised a brow.

“Moi?” The white mare put a hoof to her chest. “Why?”

“If ya have ta ask, I’d just as soon let Pinkie rip ya a new one.” Applejack snorted and walked back to the stand.

“Right so…” Pinkie looked at her list as she sat on a picnic blanket. She looked at the assembled group of Zevvahn, Twilight, Dash, Vult (short for Vulturnia), and Fluttershy as they all quietly chewed the prepared sandwiches and looked at the pink mare expectantly. “Dash is already a Pegacat.

“Still getting used to flying again.” Dash commented.

“Vult is a…” Pinkie looked at Vult. “Fucking Goddess.”

“Deus Vult.” Vult said with a small giggle.

“Which leaves, Zevvie, Flutters, Twi, and myself without any extreme alterations.” Pinkie nodded. “So, Opening the meeting for commentary. Does anypony want anything extreme as them.” She pointed a hoof at Dash and Vult.

“Well… I do have some interesting ancestry. Genes that missed a generation.” Flutters spoke up.

“Huh. Mind if I lay a hoof on you to check?” the zebra raised an eyebrow, waggling one of his hooves in the still-a-pegasus’ direction.

“Feel free.” Flutters nodded, then paused. She cleared her throat. “Ahem. You may.”

Zevvahn scooted a little closer to the pegasus and put a hoof on her, closing his eyes as he examined her body and magic. “Hmm. Ahhh. Yes, I see. Thestral, isn’t it? Hmm...I could maybe just trigger it now,” he admitted. “It’s already there, just dormant. The urges will probably be a bit overwhelming to start with.”

“Hemomatic or Citrimatic?” Twilight asked.

There was a round of blank stares.

Twilight facehoofed. “Blood or fruit?”

“Fruit,” the zebra answered. “Wait...actually? Mixed. Fruit’s dominant, but I think she had both in one generation.”

Pinkie pulled a fruit basket out of… somewhere… and set it down. “Just in case.”

“Do it.” Flutters nodded.

Zevvahn’s hoof glowed with an eldritch green and the magic sunk into Fluttershy’s chest. He hummed for a moment as he wound his power around her core. “Okay...you’re going to feel a stinging sensation in your mouth, your eyes, and your wings,” he warned. “That’ll be your night vision, your fangs and tongue, and your wings going from feathered to batlike. I advise you close your eyes in the next thirty seconds while I trigger this.”

Flutters closed her eyes as suggested. The rippling magic washed out from her core and focused on her body. Her ears became fluffier and pointier, her fur became longer, and all her feathers molted off her wings, leaving the pegasus with batlike, leathery wings instead.

Zevvahn pulled his hoof back and nodded. “There you go,” he said. “Now, slowly open your eyes, and if you get a craving, remember where the fruit basket is.”

Flutters opened her now blood red, slit-irised eyes. Flutterbat blinked a few times and flapped her bat-like wings. Her mouth opened slightly, showing off her sharpened fangs. Her eyes snapped to the basket of fruit and her irises grew, making her eyes almost black. With a hiss she pounced on the basket.

“Huh. Not much different.” Pinkie blinked.

“Yeah, well, most ponies can only handle one major transformation in their lives,” the zebra mused. “So once you pick it, you’re stuck with it. If you tried to transform again, you’d likely end up ripped apart from the instability. But thankfully, you won’t have to worry about it. Once you transform like, I dunno, any of you,” he waved a hoof at the former pegasi, “Then you gain some major transformation resistance as a safety net. Your body becomes inflexible, basically. So I hope Flutters likes being a bat.”

Said batpony was withering an apple.

“I’d say so.” Vult commented.

“It’ll be different with Spike,” Zevvahn commented. “I’m just returning him to normal. I think...he’s the only one who I’m doing that to?” He rubbed the back of his head as he thought. “Yeah...while yours and Bloom’s bodies were malformed, they were ‘totally normal’ according to how the world thought you should be. So my ‘fixing’ you is actually an alteration in and of itself.”

“Well, mine is more ancient, primal pegasus.” Vult commented. “Like, what pegasi were originally, back in… years back.” She shrugged.

“Still not how your body grew up as,” the zebra pointed out. “You’re stuck like that, though I don’t think you’re complaining.”

Vult raised a hoof and created a small thunderhead.

“Didn’t think so,” the stallion chuckled. He turned back to Pinkie and Twilight. “Any plans?” he questioned the pair.

“Well would you want me to change?” Pinkie asked.

“And I’m curious about something with digits.” Twilight added.

“In order, only if you felt like it, in which case I would support you no matter what you chose, because its your personality and mind that sealed the deal with you,” the stallion said, pecking Pinkie on the cheek. “And as for you, Twilight. Hmm.” He pondered. “Well, I’ve been all over, I have fur, feathers, scales, you name it, I have a sample of the species. Pick something if you want fingers, keeping in mind it won’t come undone later.”

“I’ll think about it.” Pinkie hummed.

“Oooooo! Scales!” Twilight beamed. Then her eyes widened. “Dragon-Pony….”

“Totally doable,” the stallion nodded. “Spike figured out I keep a stock of ingredients from other species and has been donating loose scales in case I want to try things with dragon scales. I think it’s his way of paying me back for something that really shouldn’t have happened.”

“It’s not his fault.” Pinkie commented.

“I really should go to Canterlot and complain to the Princess.” Twi grumbled, stuffing a whole sandwich in her mouth.

“Twi, complaining? And to the Princess no less?” Dash narrowed her eyes at the mare. “Who are you and what have you done with Twilight?”

“I think her faith was shaken a touch when she realized that the spell that had been cast on him by the princess’ supposed top enchanter was done so shoddily that it actively harmed Spike’s health,” the stallion commented. “Seriously, another year and I’d be surprised if his heart kept beating under all that fat.”

“Moving on, I’d rather not think about my roomie dying.” Twilight pouted through her sandwich. “Oh, does it bother anyone that, while we’re not a couple, Spike and I have eh… used each other to get off? Not physically, just…”

“Well so long as he’s okay with it and so long as Bloom knows about it.” Pinkie said with a hum. “Feeling guilty?”

“Maybe a little?” Twi winced.

“Speak of the Grogar.” Vult commented jerking her head at the approaching duo.

Spike, carrying Bloom, skidded to a halt next to the blanket. “We’ve got a problem.”

“Problem?” the zebra asked, raising an eyebrow. “It must be serious if you were going that fast.”

“Yep.” Bloom nodded from Spike’s arms. “Rarity, oh and Ah’ve claimed Spike. Publically.”

Twilight winced and looked away.

“What about her?” Pinkie said with an eye twitch.

“Not only did she come on ta Spike here, with me next to him,” As Bloom spoke Pinkie twitched again. “She was wearin’ somethin’.”

“What?” Dash asked, nervously glancing at Pinkie.

“One a these.” Bloom reached up and tapped Spike’s neck ring.

“Um. Pinkie, I recall you saying you weren’t going to-” Zevvahn started to say.

“Honey.” Pinkie said sweetly as the air filled with the sound of radio static. Pinkie’s mane started to deflate as her color started to fade. “I think I’m going to go and have a word with Rarity.”

Zevvahn pulled Pinkie in for a kiss to try and mitigate the damage that an upset Pinkie would do to...well, everything. He even threw in a little tongue to distract the mare.

Pinkie melted, though her color stayed faded and her mane stayed flat.

“Maybe somepony less…” Twi looked around for help.

Flutterbat looked up from her husked banana. “Fragile?”

Dash raised a brow. “Emotional?”

Vult deadpanned. “Pinkie?”

“How about,” Zevvahn said after pulling away from Pinkie. “You two,” he pointed a hoof at Dash and Vult, “Go and get Rarity secure in Pinkie’s bedroom. Horn suppressor ring, bondage, the works. Leave her as a present. And when Pinkie’s more pink, we’ll let her go unwrap the naughty mare.”

“Well that’s one way to do it.” Twilight commented as the hybrid and the goddess shot off into the sky.

“And in the meantime, let us talk of nicer things,” Zevvahn said, turning back to Twilight. “So, my new cauldron has been delivered,” he said, holding Pinkie close with a foreleg so she couldn’t escape. “I can brew you up that dragon potion in an hour or so if you really want it.”

“Yes please.” Twi nodded with a smile.

“And while we wait, ya can explain why ya aren’t lookin’ at us.” Bloom commented, to another Twi wince.

“She might feel slightly guilty about using Spike to get off,” the zebra stallion commented. “Which, really, the only rule is, Spike has to ask. If Twi decides he’s good enough for the moment, then there’s no problem. With me. She might still have an issue with you, Bloom, unless you and Spike have had that talk.”

“Oh, is that all.” Spike commented.

“Twi.” Bloom spoke up. “Twi, look at me.”

Twi slowly, and nervously, looked at the mare.

“Ah know Twi, and Ah don’ have an issue.” Bloom shook her head. “In fact, it’s kinda hot. So, later, when yer more dragony, make it up ta us with the claws y’all be sportin’.”

Twi blinked. “Sure.”

“Great.” Bloom grinned. “Spike. Down.” Spike set the mare down. “Twi, ‘mere.”

For a moment, Twi worried that she might be a closet-Sub. Then said Sub kicked in and she trotted over and stood in front of the smaller mare.

“Good girl.” Bloom nodded. “Sit.”

Twi sat.

“Oh, Ah’m gonna have fun with ya.” Bloom grinned wickedly.

“Hey Spike, you having fun with your new self?” Zevvahn asked. “Nothing you’d want to change?”

“Zev… I’m a walking, talking, action figure, super hero, dragon. What’s there to change?” Spike asked.

“Hmm...actually, I have an idea.” The zebra walked over to Apple Bloom and whispered a few things into the smaller mare’s ear.

“Ya can do WHAT?!” Bloom yelped.

“Do you want me to?” Zev asked, raising an eyebrow. “I mean, you both technically belong to each other. This’d make him more mine than yours.”

Bloom looked at Spike. “Spike, how you feel about being a tad more than a Beta in the hierarchy?”

“Ummm, why not?” Spike shrugged. “I mean, what’s the worst that can happen.”

Spike didn’t like the looks that the zebra and the mare were giving him. He gulped.

“Pinkie. Ya functional?” Bloom’s voice made Pinkie snap awake.

“Huh, what?” Pinkie snapped into a sitting position and looked around. Unsurprisingly, she was in Zevvahn’s bedroom. With a Bloom sitting next to her.

“Good, yer up.” Bloom nodded. “Barb and Twi are currently baking in their respective vats.”

“Wait they’re doing what now?” Pinkie blinked.

Bloom appeared not to listen. “Y’all got a present.”

“I got a what now?” Pinkie blinked.

“A present.” Bloom repeated. “She’s at your loft.”

“She?” Pinkie blinked.

A little hesitantly, Pinkie pushed open the door to her room and flicked on the light.

There was Rarity. On her bed. Bound up like a present, bow included. Blindfolded and gagged.

Pinkie blinked.

“Rarity?” Pinkie blinked again.

There was a “Mmmmph!” from the mare on the bed.

Pinkie took a breath. So that’s what they were doing while she was checked out. She rolled her eyes and shut the door to her room, then trotted over to the bed. The moment she put a hoof on the mare, the mare started struggling.

“Hey. Hey!” Pinkie snapped. “Do you want me untie you?”

The mare ceased her wiggling.

With a frown, Pinkie undid the gag.

“Pinkie thank goodness Rainbow Dash and Scootaloo assaulted-”

“At! Save it!” The pink mare growled as she removed Rarity’s blindfold.

“But Pinkie.” The mare blinked at the light as the blindfold was dropped to the bed.

“Please. I don’t know what’s happening. Why is everyone acting this way. Why is everyone so mean?” Rarity had crocodile tears in her eyes.

“Why- Why is-” Pinkie actually sputtered. “How far up your own plothole are you?!”

“Beg pardon?” The white mare blinked.

“Do you have any fucking idea how you’ve treated ponies? -Treated me?!” Pinkie snapped.

“Whatever do you mean?” The white mare asked, still looking confused as she futility struggled in her bindings.

“Whatever do you- REALLY?!” The pink mare fumed as her mane started to deflate and her color started to desaturate. “Are you fucking- Okay. Let’s go. We’re doing this.” Pinkie snorted as she started to pace. “Let’s start at the fucking beginning.” The pissed pink pony steamed. “Regularly, you insult my weight under the guise of, you’d look so much better if you lost a few pounds or if you didn’t eat so much, you might attract a stallion darling.”

Rarity winced as she somehow got even whiter.

“You think Twilight’s weight was healthy when Zevvie, our new personal medic, and don’t worry, I’m getting to him, told her that if she was any more thin she’d actually be dying. And while we’re talking about weight, let’s move on to Spike!” She paused and shot a death glare at the mare. “You were so perfectly fine stringing that drake along for years. Don’t think I forget all those small digs at him losing weight. Oh he’s so sweet. I bet he’d find a great mare if he just started to exercise a little bit. Bitch, you had him being your living tote bag and personal weightlifter when your horn could easily do everything he was doing and more.”

“But he offered-”

“He. Was. In love with you!” Pinkie snapped. “Didn’t you notice?! Or did you even care?! He told you to your face on more than one occasion! And your response? Oh that’s nice dear. You’re so sweet! You strung him along until he finally had enough and figured you were a lost cause. Oh-ho-ho, and now, when he’s a fucking action hero, with a mare he’s courting, you try to make the moves on him. I swear to Celestia I wish Bloom had knocked your fucking lights out, you selfish bitch!” Pinkie virtually screamed at the ceiling, covering her eyes with her hooves. Her whole body was almost shades of gray, as her mane and tail hung flat.

“I- I-” Rarity stammered, shaking.

“No!” The mare thrust a hoof at the white mare. Her eyes were shrunk to little more than blue dots in the white of her eyes. “You don’t say shit until I’m done!”

Rarity quickly nodded.

“How about something more recent hmmm? Let’s skip all the comments about Fluttershy showing herself off, or Applejack being too butch to find a stallion, no let’s skip back to me.” Pinkie chuckled mirthlessly. “You have known I suffer from depression. You have known that I thought my weight was an issue. You. Have. Known I was lonely, and downright thirsty for stallion cock. So, what the fuck do you do when I bring by a wonderful, handsome, caring stallion that I sure as hell do not deserve? You take him away. You don’t let me speak. You gush over his body like he’s some piece of meat and you pretty much molest his flank. And when I push in to explain that, no, that’s my coltfriend. You laugh at me. You make the comment that it’s unbelievable that a stallion like him would find me attractive.” Pinkie sniffed, roughly wiping tears away with a hoof. “But no matter. I took him away and we had a marvelous time having him bury his cock into Fluttershy, after I turned the tables on her freaky pegasus charisma powers.”

Rarity didn’t have the mental power to suppress the blush on her face.

“But, no worries. Any time I come by to attempt to explain and fix things. You know, cause we’re friends. You continue to shut me down. Like I’m the one living a fantasy.” Pinkie stopped and plopped down onto her flank. “You know, I’d love to see into your head one of these days. How much ego and self-love is there?” She snorted and a wicked grin grew on her face. “But I know you Rarity… There’s a reason for all of this. You might style your mane, and may be almost immaculately attractive to stallions. Which you fucking feed off of, swear to the goddess I thought you were a Changeling more than once. You build up your appearance Rarity, because all of it is a shell, a weak, egg-like shield. Deep down, you’re just like me. You’re lonely. You’re depressed. You sometimes eat your feelings, but it doesn’t go anywhere. Perhaps your magic is damaged like Bloom’s or Vult’s and you can’t maintain a healthy weight, but I’ve kinda got off track. Where I am not conventionally attractive because I’m thicc and chunky in all the right places.” Pinkie shook her plot with a smirk. “You are almost too attractive. You’re a porcelain doll, a statue-esque piece of art that’s pretty to look at but nopony wants to touch because either they aren’t worthy, or that they worry of smudging or damaging that perfect beauty. And you try to use that, but it backfires. You fluster stallions to do what you want, but all you’re doing is giving them material to jack it to. Oh, and I believe full well that you’ve tried to date. But, again, you’re almost too much. It’s not based on anything deep. It’s all about your appearance.”

Pinkie moved over to sit on the bed. “I was so… jealous of you… for years. I honestly might’ve had a crush on you, until your attempts at helpful commentary tore that down real fast. You’ve wanted something more forever. Maybe… Maybe that’s why you lash out... Rarity…. Are… Are you jealous?”

Rarity didn’t want to look at the pink mare. Her reply was quiet. Soft. “Yes…”

“Did it kill you that I managed to find a stallion, when you haven’t been able to?” Pinkie asked softly.

There was a small nod. “Yes...”

“Rarity, do you think we’re the same, two extremes of pony perception? The earth mare too husky to be attractive, and the unicorn to perfect to touch.”

The white mare finally looked up at the pink mare. Tears were threatening to spill from her eyes. Her mascara was already starting to run. She nodded.

“R-rarity… Want to… want to…” Pinkie was actually struggling for words. “Fuck it.” She quickly reached out and grabbed the mare. Pinkie yanked Rarity into her lap and kissed her. Hard.

Rarity’s eyes widened as her face turned a bright pink. She gave a squeak of surprise. Only for it to melt into a warm, moaning hum.

Pinkie pulled her mouth away, a trail or spittle linked their lips. “Rarity, want me to untie you.”

“Pinkie Pie…” Rarity gave a mewl. “Untie your present.”

Pinkie gave a husky chuckle as she undid the unicorns bindings and tossed them to the side.

Rarity immediately stretched then rolled into a sitting position next to the pink mare. “Pinkie. I-”

Pinkie silenced her by putting a hoof to her lips. “Ap. Apologise, say whatever you want to say later. Now, I’m going to fuck you.”

“D-darling… d-do you have to sound so… so crude?” Rarity asked, but the blush in her cheeks only grew.

“Rarity, we both know that behind your shiny surface of being a lady, there’s a mare that wants to be fucked like an animal in heat.” Pinkie smirked.

Rarity gave a small gasp. “Pink- I-I.. I never.”

“You’ve fantasized about mares and stallions as much as I have, haven’t you?” Pinkie leaned in a little with a knowing smirk on her lips.

“I-I… D-darling… It’s…”

“Hmmm?” Pinkie hummed softly.

“Yes…” Came the quiet squeak from the white mare. “Y-you have no-” She blinked. “N-no. No.” She shook her head. “Darling, you might be the only one who has any idea.”

“I do.” Pinkie smiled and kissed her cheek. “What kinds of naughty things have you imagined?”

“P-Pinkie… Th-that w-wouldn’t…” Rarity’s facade was cracking and falling like a broken window.

“Tell me~” Pinkie sang softly. “Have you thought about me?~”

“Y-yes!” Rarity gasped out. “I-I… I imagined what it must look like for Zevvahn a-and yourself too… too…”

“Fuck? Make love? Cook the love batter? Pound the rod into the cave?” Pinkie returned to smirking.

“I-In not so many words.” Rarity mumbled.

“Rarity…” She leaned in to her ear. “Want me to fuck you?”

“P-Pinkie!” Rarity yelped, shivering, before biting her lip and meeting the mare’s eyes. “P-Please….”

“Want me to take you, right here in my room, on my bed?” Pinkie pushed the mare down on the bed. “Want me to dominate your flawless body, and turn you into a horny, quivering mess of a mare that is begging me to make you cum?”

“Pinkie…” Rarity whined as she curled her forelegs up to her chest.

“Want me to make you my bitch? Want me to drag you through the streets of Ponyville, reeking of our love-making, to Zevvie so he can properly turn you into little more than a bitch in heat.”

“Piiiinkiiiieeee….” Rarity whined loudly, virtually begging.

“Yes?” Pinkie stood over the mare. “Tell me yes. Tell me yes Rarity, and I’ll make you forget everything. Tell me yes, and I will break you.” The Pinkie’s flat mane hung over the white mare. Pinkie’s blue eyes almost seemed to glow. “When I’m done, you won’t be a perfect doll, you’ll be my personal fuckmare for when Zevvie isn’t available.”

“Ye… Yes…” The reply was quiet. “Y-yes Pinkie. T-take me. R-ruin me. M-make me yours.”

Pinkie’s head snapped down and kissed her with enough force to push the marshmallow mare into the bed. Immediately the white mare started squirming underneath her. The mares lips separated with a pop. Pinkie grinned at the gasping, heated mare beneath her.

Rarity gasped as the pink mare’s hoof pressed into her needy, quivering marehood. Her hindlegs clamped shut holding the hoof there. Which only caused the mare above her to smirk and grind the hoof over Rarity’s petals. “Pink- Pinkie!” She gasped.

“Mmmm?” Pinkie hummed, rubbing her hoof back and forth over the mare’s pussy.

“Y-you’re s-so forward.” Rarity whined.

“What can I say, Zevvie’s rubbed off on me.” Pinkie leaned in. “More than once. But that’s only if I ask him not to cum inside for once. You know, keep things interesting.”

“Mmmm… P-please… T-tell me more? P-please M-mistress?” Rarity begged with a pant.

“Mistress? Oh I like that…” Pinkie chuckled as she pulled her hoof away from the mare’s winking marehood. “I will, but you’re going to open your legs for me first.”

“Y-yes Mistress.” Rarity whined as she shamelessly spread her legs.

Pinkie backed up and nestled herself up into Rarity’s flanks. Pinkie’s forelegs wrapped around the white mare’s thighs. Pinkie hummed as she hovered her mouth over the marshmallow mare’s aching pussy.

“P-please…” Rarity begged. “Lick me, kiss me, t-tell me I’m yours- A-anything…”

Pinkie stuck her tongue out and slowly ran it up the mare’s lips like she was licking a lollipop. “Mmmmm…” She hummed. “Zevvie would love this. Say, there was a time where Zevvie pinned Dashie to the floor and told her to eat me, and that she could only cum after we did. And If she came, we’d only fuck her harder.” She met Rarity’s eyes. “Wanna know what I did?”

“W-what?” Rarity squeaked.

“I…” Pinkie suddenly hauled the mare up, until her flank was resting against Pinkie’s chest. The pink mare held Rarity’s legs wide open. “-held Dashie’s head and made her tongue fuck me. Just like what I am going to do to you.” The pink mare then latched her mouth around the whole of the white mare’s pussy, and roughly shoved her tongue past Rarity’s lips and deep into her flexing tunnel.

“AH! AH! PINKIE!” Rarity screamed. “MISTRESS- PLEASE- SL- SLOW- AH!” She squirmed and writhed to no avail in the iron grip of the pink mare.

The tongue explored her deepest reaches only to yank out, swirl around her love button, and plunge right. back in.

Rarity began to whine wordlessly. Her body tried in vain to roll or buck her hips.

Pinkie pulled back with a sloppy lick. “Rarity~” She sang only getting a needy whine in response. “I’m going to drink you~”

Rarity had a moment, before Pinkie’s lips wrapped around her button as it winked. The pink mare’s tongue quickly swirled around it as she stated to suck.

Rarity’s eyes snapped open and she got half a breath in, before her whole body seized. A high-pitched whine left her throat as her marehood flexed. The spray that started had half a moment to hit Pinkie chest, before the pink mare’s mouth covered Rarity’s cumming pussy.

Rarity watched through hazy eyes as the pink mare swallowed her marecum.

Pinkie removed her mouth with a final lick of the white mare’s sensitive petals, before she eased the mare down to the bed. She shifted and squirmed up to lay next to the mare. “That’s one, my dirty mare.” She giggled and kissed her cheek. “You get a minute or two, then I’m going to allow you to do the same to me.”

“Y-yes M-Mistress…” Rarity said as her whole body shook and shivered.

“And I won’t be done with you for awhile.” Pinkie nuzzled her. “We can go see Zevvie tomorrow.”

Rarity gave a small moaning whine and she nestled against the pink mare. “Yes M-Mistress.”

“Think they’re done soon?” Dash asked, looking at the steaming, spa-like vats, leaning against the wall with her cloak on. “Also, how do they breath in there? You have some air infusion or something?”

“Or something, yes,” Zevvahn agreed. “In any case, the last few moments are coming up...now.” He walked up to Sp- Barb’s cauldron and took the lid off. “This one’s done now, let’s have him- her, come out and get used to her new body. Then I’ll pop Twi’s cork.”

A purple claw gripped the edge of the vat and a sleek draconic head emerged. Gone was the chiseled jaw and angular snout, in their place was a smooth, more rounded, more feminine muzzle and jawline. The head spines were also more rounded. And her eyes bore a slightly angled and almost softer look.

She continued to pull herself up. Her shoulders were far less wide and bulky, more smooth and streamlined. Her barrel-chest had shrank to a more slender figure. Her chest, while not having pecs, had a pair of small breasts with no nipples. They were almost flat were it not for their slight roundness. Her arms, while still muscular, were more corded, opposed to her previous bulging musculature.

She rose to her full height out of the vat and took a step out with Zevvahn’s help. Her waist was thin and flowed into a round backside, still thick hips, and a somewhat shorter tail. She had noticeable calves further down her legs, and almost dainty clawed feet. Between her legs was an almost unnoticed slit, and a few inches above that was a second barely noticeable slit.

Emerald green eyes blinked. “That… was weird-” ‘Barb’ blinked. Her voice went from a husky deep bass, to a smooth and silky one of higher-pitch. “I sound… I’m going to have to get used to this…” Barb blinked owlishly.

“I’ll help you break your new body in a moment,” Zevvahn said, trotting to the second cauldron. He climbed up and opened the lid, letting the purple smoke drift upwards. “Twi, you’re done. Get out.”

“U-ummm… What do you mean break in?” Barb shuddered.

A claw emerged from the vat. Violet in hue, it pulled Twilight up and out. The mare was helped out of the vat and a pair of hooves bearing small claws hit the wood. Her legs were violet-scaled up to her second joint, then the scales gave way to fur. Her thighs and waist were thicker than when she went in. Her tail came out just above her perky flank. Her plump marehood stood out between her legs. Her torso showed a hint of ribs, results of her still not being one-hundred percent up to weight. A pair of breasts protruded from her chest, and she quite easily out did both Barb and Dash. The mare’s shoulders were rounded and slender and at her elbows, the fur turned into violet scales that ran down to her draconic claws. The mare’s head was still pony-like with a few exceptions. There was a ring of scales around her eyes, and the top of her muzzle bore small ridges up to her horn. A horn which was no longer a spiral. It curved straight up and split into two points at the top. A ring of violet sat just under the split.

A pair of slit-irised, purple eyes opened. She blinked. She seemed a bit unsteady on her hooves.

“Whoa. Twi. Lookin good.” Dash grinned.

“Ummm, thanks?” Twi blinked. “Everythings… smaller? Shorter?”

“Huh, Zev. Thought. What do we call… us? You know.” Dash waved a paw around. “Our newly created ehm.. Race?”

“Well,” Zevvahn mused. “Twi’s almost like the Kirins, I imagine. Pony and dragon features blended, only they supposedly have more pony than dragon in them. Whereas she is…” He tapped a hoof to his chin. “Huh. Actually, I don’t know. I was going to say she’s a bit more balanced, which she is, but now I’m wondering where her wings are.”

Twi blinked. “Spike- eh Barb doesn’t have wings.” She gestured a claw at Barb. “Then again there are subtypes of dragon. I believe Barb is an Earth Dragon as opposed to a Sky Dragon.”

“...Fair point, and I suppose using one of her scales to make the potion probably influenced that,” the stallion admitted. “Then again, maybe the pair of you just haven’t molted into your wings yet.”

“Molted?” Barb and Twi said in unison.

“Dragons mature into their wings at different times depending on their subtypes,” the zebra said. “Even an Earth Dragon gets wings. They just get them really late. Otherwise they couldn’t join the Migration to find a mate.”

“Well I don’t know if we need to worry about mates.” Twi shrugged.

“Mates?” Barb shuddered and hugged herself.

“Oh yes, Barb, we need to test out the functionality of your new equipment,” Zevvahn smiled. “Fortunately, Bloom is already upstairs for the other half of the test.”

“And… what are we doing?” Barb asked, starting to shiver.

“All three of us are going to make a Barb sandwich,” the stallion said with a smile. “And I promise, you’ll enjoy it~”

“I can help Twi start learning to walk on two legs.” Dash commented pushing off the wall and walking towards the dragonmare. She took the mare’s arm and put another on her back and the pair started up the stairs.

“S-so long as Bloom’s there….” Barb mumbled, still looking quite frightened.

“Don’t worry so much,” the stallion soothed. “I won’t do anything to hurt you.”

“Let’s just go up stairs and go from there?” Barb gave a weak smile.

“That’s the ticket!” the zebra replied, bumping Barb’s leg with his flank. “Let’s get your sexy ass upstairs so Bloom can stop teasing herself with her hoof.”

“Wait, she can what?” Barb blushed as she started after the stallion, a couple of pink tips only just poked from her waist.

“Mhm, she’s been upstairs, squirming on my bed, fantasizing about you,” the zebra explained. “Why don’t you show off how sexy you’re looking to her and rail her hard and proper?”

Barb actually sped up to walk next to him. The twin tips pushed out further. “And you’ll…. What?”

“Mmm...probably wait for you to be in the middle of railing her before I show you how your new parts work,” the zebra admitted. “Gotta stretch them out if you intend to be a full member of the club~”

“That shouldn’t be appealing. The shouldn’t be appealing.” Barb bit her lip as they started up the next set.

“Barb!” A happy cry called out. “Get here faster.”

Barb’s eyes widened and she started taking the steps two at a time. Only for her to arrive at Zevvahn’s room. Complete with a Bloom standing on Zevvahn’s bed and presenting herself. Bloom looked over her shoulder at the dragoness, waggling her back side at her. “Come’n get it sweetie.”

Barb froze, her twin cocks fully erect.

“No need ta be nervous.” Bloom smiled. “Or do Ah need ta order you.”

Barb just and walked over to the bed, blushing furiously.

“On the bed sweetie.” Bloom instructed and the dragoness crawled on her claws and knees onto the bed next to her.

Zevvahn pushed the door open and paused. “Well,” he smiled. “Not what I expected. But I like nonetheless.”

Barb eep’d and sat down, causing her shafts to bounce.

“Barb, Ah’m gonna be gentle, but do ya wanna put on a show fer Zev?” Bloom said with a sultry voice as the mare crawled into Barb’s lap and rubbed over her dicks with a hoof.

Barb shuddered. “I-I can do anything s-so long as you’re here.” She blushed, putting a claw on Bloom’s back.

Bloom crawled off her lap and presented herself. “Then take me, sexy girl.”

Barb hummed and crawled behind the mare and pressed her twin cocks into her petals and her plothole.

“Atta girl…” Bloom encouraged. “Lean over me.”

Barb leaned over, putting a claw on the bed and the other under Bloom’s stomach.

“Now, push in.” Bloom instructed. Barb hissed a moan as she slowly pushed inside the mare’s holes.

“Harder.” Bloom grunted. “All of ‘em.” Then mare pushed back, forcing Barb in faster.

“B-Bloom…” Barb groaned, shifting a claw to grip her thigh as she pushed harder in response, until the mare’s and dragoness’s hips slapped together.

“Love yer cocks sweetie. Yer hot, big, perfect cocks.” Bloom groaned and grinding her flank into Barbs hips. “Fuck me.”

Barb, hesitantly pulled out and pushed back in, only to be met in the middle by Bloom’s greedy flank.

“Harder sweetie, take me.” Bloom grunted, causing the dragoness to groan out a growl and pull out and slap back in harder. “Atta girl! Good girl! Fuck my teenie pussy!”

Barb growled more yanking back and slamming back in faster. “Bloom, I love you. I love your pussy.”

“Yeah ya do, ya love fuckin’ my naughty pussy!” Bloom huffed grunts and groans as she slapped her flank into her dragoness’s hips.

Barb suddenly felt hooves grab her butt as a weight made itself known on her back. “My turn, Bloom,” Zevvahn’s voice said as something large and flared pressed between Barb’s legs. It found her new petals and began to press inwards.

“Ah! Z-Zev! Wha- Ah- Jus-” Barb babbled as her motions froze. Bloom however continued to slam her flank in Barb’s hips.

There was a lewd pop, and something thick started to fill a hole Barb hadn’t been aware of until she was introduced to it. And now that she was focusing on it...it was achingly empty.

“B-Bloom- Z-Zev- F-fuck-” Barb whined out, her body starting to shake.

“Shh, just focus on how good it feels,” the zebra soothed, going slow and spreading Barb with only the slightest of movements. “We have to get you used to the new body, after all.”

“G-gonna c-cum…” Barb whined at Bloom’s almost mechanical, fast humping, and Zevvahn’s achingly slow spreading of her new pussy.

“Do it then,” the zebra whispered. “Show your mare just how much of a slut you are for me~” The ring was creeping up to the dragon’s lips.

Barb shuddered as her tunnel clenched and pulled at Zev’s cock as Bloom started to swell from the dragoness seed being pumped into her holes. Barb let out a breathy whine.

“Mmm...and I haven’t even started fucking you yet, you little egg-maker,” the zebra whispered huskily. The ring stretched the dragoness’ lips a little as it sunk past, letting the rest of his shaft have easy access to spread the hot cunt beneath him.

“Zev…” Barb whined as Bloom used the dragon seed as lube to continue her aggressive, hungry fucking.

“Mmm...I might have put a little something extra in the potion to turn you into a herm,” the zebra admitted, finally hilting himself and holding his cock as deep as it could go inside the dragoness.

“B-but… Wh-what?” Barb mewled.

“Oh you know...just a little fertility enhancer,” the zebra smirked, rubbing a hoof over the dragoness’ stomach. “So that you’ll bear a very full clutch when you’re in heat.”

“Heat?” Barb shuddered as she approached her second climax. “D-dragon’s h-have m-monthly ovulation w-weeks w-where they’re fertile.”

“Heh...and what do you think a fresh womb is going to do?” the zebra grinned. “Oh...I’m afraid you’re going to produce at least a dozen eggs by the time I’m done with you, Barb…”

“Z-Zev- make me a m-mom-” Barb groaned as she was about to peak. “W-while I g-give Bloom m-my k-kids.”

“Gladly,” the zebra said, holding onto the dragon’s hips and slowly pulling his cock out. He got to the ring popping out, before he slammed the length back into her. And then he did it again, but faster, adding to the thrusting that was acting on the dragoness. With Bloom using one end of the herm and him using the other, it was a real Barb sandwich, of her being filled and filling.

Bloom cried out as her stomach bulged out further. She yanked herself off his cocks, squirting marecum on Barb’s cocks as said cocks continued to pump their seed, splattering the mare and the covers below. Simultaneously Barb’s pussy got even slicker as her own juices dripped out of her pussy and slid down Zevvahn’s length and balls.

“Mmm...you’re so good at this,” the zebra praised Barb. “Now...do you like what we’ve done to you?”

“Aaaaaahhhh…. Y-y-yes!” Barb whined out, her cocks twitching and swaying with every thrust of the zebra.

“Good girl,” Zevvahn praised the dragoness again. “You want to be filled, don’t you?”

“Fill me! Fuck me Zev! Fuck my dragon cunt with your hot shaft!” Barb cried out.

“Such a naughty girl,” the zebra chuckled, looking up at Apple Bloom. “What do you say?” the zebra raised an eyebrow. “Does she deserve it?”

“Depends.” Bloom smirked, rubbing a cum covered hoof over her pussy. “Wanna have her cum again and cover me in dragoness seed?”

“Oooh, that’s a good one~” Zev smiled, shifting Barb just so the cocks pointed at the mare lying on the sheets. “Okay, you get to have eggs once you’ve painted Bloom white,” the zebra informed the dragoness, before he really started pounding the hot, slick, fresh cunt under him.

Bloom shifted, opened her mouth, and closed her eyes.

Barb had to hold herself up with her claws on either side up the young-looking mare beneath her. Her cocks twitched again.

“Come on, cum on yer little filly ya dirty, sexy dragon. Cum on my teenie body.” Bloom groaned, teasing the dragon.

“Al-alm- Z-Zev- B-Bloom- Al-almost-” Barb babbled, her cocks swelling again.

“Just think of how round you’ll be when you’ve had my cum in you~” Zev teased. “Mmm. We might even be able to count them through your scales~”

“Ah!- Bloo- Ze- Gon-” Barb’s babbles melted into a growling moan as cum sprayed out of her cocks like water from a hose. Bloom. Was. Covered.

Zev hilted as his cock twitched a few times, pumping his potent load as deep as it could go inside the dragoness, making her stomach swell a bit in turn. “Mmmph...you’re going to be so sore in the morning,” Zev promised.

Barb’s tongue rolled out as her eyes became unfocused. She gasped, panting for breath. Her whole body shuddered as she started to teeter. Zev gently guided her to lay next to Bloom, already writing the sheets off as a loss, Barb could burn them in the morning, as he pulled from the dragoness cunt. Another river of seed began pouring from the scaly lips, adding to the mess.

The messy form of Bloom shifted under the sticky mess and shifted over until she nestled against the dragonness’s bulging stomach.

“You two have fun now,” the zebra said with a smile. “I’ll just cuddle whoever shows up in the guest room.”

This was met by a couple of half-hearted affirmations. Zev waved a hoof as he left the room and closed the door behind him. Hmm. Dash should still be helping Twi learn to walk, so he should have the room to himsel-

He pushed the door open, only to see a pair of mares. A white unicorn and a pink earth pony. Both Pinkie and Rarity were standing by the bed, and as the door opened, they looked at the zebra. Both were painted as if they had zebra stripes, both were bedecked in gold, like zebra mares showing themselves off for their husbands. Pinkie even had a mystic’s mask sitting atop her head.

Both mares knelt as he stepped in. Rarity spoke up, her muzzle pressed to the ground. “Welcome back to your boudoir, our dear master. Did fucking the dragoness make you cum faster?”

Zev blinked. “What...is happening here?” he asked slowly.

Pinkie looked up at the zebra stallion. “It is simple, my virile, strong mate. After fucking Rarity enough, her bitchy behavior did abate. So now I have brought her back here, so that you can fuck her properly, dear.”

Zev blinked a few times. “You’re saying the key to making her behave was sex all along?” the zebra posed. “I thought that you-”

“Pinkie, sorry to break the roleplay.” Rarity poked her head up and looked at the pink mare.

“It’s good.” Pinkie replied.

“Zev, darling.” Rarity looked up at the zebra. “I was a horrid, horrid mare. Pinkie gave me quite the tongue-lashing, in more ways than one, and I have seen the error of my ways.” She returned to pressing her muzzle to the ground. “Zevvahn, would you do me the honor of finishing my rebirth by filling my unworthy marehood with your girth?”

“I mean, if you’ve gone through all this effort and it’s okay with Pinki-” the zebra started to say.

“Zevvie, Rarity wants your mighty shaft. Fill her needy hole with your girthy… haft…. I tried.” Pinkie huffed.

“Okay, well, at least it’s not like you’re going to turn her into something else right aw-” the zebra tried to console himself.

Rarity’s head popped up again to look at Pinkie. “Mistress, Zevvahn can turn me into a catmare, correct?”