The Fertility flower

Silverstream grinned as she stood next to the pond outside of the school's entrance.

“Well looks like nobody's around.” She pulled her top and skirt off revealing she was wearing a two piece rubber swim suit underneath. Once that was done, she flew up into the air before nosediving into the water. Just before she hit the water she squeezed her pearl fragment and just before she hit the water's surface she shifted into sea pony form. “Ahh feels nice to be underwater. Sure being a hippogryph is good but sometimes I miss the sensation of water against my skin. Thank Celestia my wet suit changes form with me.”

Silverstream smiled as she started swimming through the pond. Eventually, she stopped to catch her breath from all the swimming. As she was floating there, she saw a ripple of water form from behind her. She turned to see the bottom half of a male in a pair of white boxers swimming in the water. “I wonder who that is?” Silverstream looked over the purple draconic torso swimming in the water. “Hmm. It's gotta be Spike.” She smirked and slowly swam towards the torso. Silverstream swam low to not alert Spike to her presence. She carefully swam behind him before slowly surfacing. Once at the surface she confirmed that indeed the mystery swimmer was none other than Spike. Silverstream smirked as she swam up closer and closer to the oblivious dragon sitting wading in the pond.

“Surprise!” She shouted prompting the dragon to shoot several feet up into the air with a shout. Silverstream looked up at Spike flying in the air with a wide-eyed expression on his face. She couldn't help but break out laughing.

“Gah! Silverstream you scared me.” Spike frowned.

Silverstream merely laughed some more. “I know. But the look on your face.” She snorted as she sustained her hysterical laughter. Spike spent several seconds fuming before joining in on Silverstream's laughter and flying back down into the water. Once the two calmed down a bit Spike settled into swimming next to Silverstream.

“I hope I didn't startle you too much.”

Spike chuckled. “It's ok Silverstream. I bet I had a doofy look on my face.”

Silverstream giggled. “Yeah you did it was like bwaaaah.” Silverstream widened her eyes in terror prompting a laugh from Spike.

“Yeah that looks pretty silly.” Spike grinned. “Getting in an afternoon swim I assume?”

Silverstream nodded. “Yeah, I come out here whenever I can for a good swim. What about you? You don't usually go swimming.”

“Yeah but it's so hot today I figured it was a good place to cool off a bit.” Spike grinned. Silverstream looked over Spike. Typically she was accustomed to seeing Spike fully clothed. However, today he was completely exposed for Silverstream to look over. He had a well toned chest and decent pecs in addition to a fairly sexy six pack. “Umm mind if I go sit on the side of the pond? It's getting a little tiring swimming out here.”

“No problem.” Spike nodded and swam for the shore. Once there he sat on the edge of the pond. Silverstream swam over to Spike and got out of the pond and sat next him a few moments later.

Once Silverstream got herself comfortable she noticed Spike staring intensely at her breasts. Silverstream grinned prompting Spike to swiftly look elsewhere. “So umm Silverstream.”

“You can call me Silver if you like.”

Spike cleared his throat. “Yeah Ok Silver. So ummm well.” He trailed off. “How have umm they been.”

“They?” Silverstream cocked her head.

“You know the big things you have.”

“Oh.” Silverstream chuckled “You mean my tits.”

Spike furiously blushed while his eyes darted back and forth. “Umm yeah.” he rubbed the back of his head.

Silverstream giggled. “It's not that big a deal to be honest, I've always had a large rack and having a larger rack isn't that much of an adjustment.” She brought a flipper to her chin. “Although the weight makes swimming a bit harder.”

Spike nervously chuckled. “I can see that.”

Silverstream smirked as she noticed Spike stealing multiple glances at her mammary glands. “Do you like them Spike?”

“No!” Spike covered his mouth. “I mean yes! I mean.” He groaned.

Silverstream put a flipper on his shoulder. “Calm down Spike we're friends.”

“I know it's just.” Spike trailed off.

“You don't want to be rude? Pft.” Silverstream waved a flipper. “Don't be such a prude Spike. There's nothing wrong with thinking a girl's hot after all.” She narrowed her eyes. “You're quite the looker yourself.”

Spike's eyes widened as he blushed. “You mean that.”

“You bet, whatever you're doing keep it up because that six pack,” Silverstream mimicked the sound of a cat meowing. “I bet you get all kinds of girls throwing themselves at you.”

“Umm actually.” Spike rubbed the back of his head. “I've never had sex before.”

“Wait, what?!” Silverstream's eyes widened. “Have you at least seen a woman naked before?” Silverstream frowned.

"Nope" Spike shook his head.

“Now that just won't do. You're too attractive to have gone this long without some nudity in your life.” Silverstream squeezed her pearl fragment and shifted back into her hippogryph form. “Here.” She grinned. “Let me fix that for you.”

“Wait! Silver! You don't have to...” Regrettably it was too late. In the time it took for Spike to utter those words Silverstream had begun taking her top off. Spike watched with wide eyes as Silverstream quickly shed all her clothes.

Once nude she stood next to the pond to make sure Spike could see everything clearly. “There, now you've at least seen a girl naked.”

All Spike could do was sit there and stare mouth agape at Silverstream's nude body. Eventually, Spike shook his head. “You didn't have to do that Silver.”

“Oh come on Spike this is your first time seeing a girl naked. The least you can do is enjoy the view.” Silverstream winked before looking over at Spikes befuddled expression. “Celestia damn it! I bucking did it again didn't I?” Silverstream groaned.

“Did what? Did I do something wrong?”

Silverstream sighed. “No Spike I did something wrong.”

“Silver? What are you talking about?”

Silverstream picked up her swim trunks and started pulling them up her legs. “I should go before I do something stupider.”

Spike sighed, “I'm so confused.”

“You wouldn't understand.” Silverstream continued shimmying her wet suit trunks up.

“At least talk to me Silverstream I'm your friend.”

Silverstream paused and sighed. “Ok fine I'll talk.” Silverstream sat down next to Spike again. Although she had succeeded in pulling her trunks on, she had resoundingly failed to put her top back on.

“OK then. What's wrong?”

“You see Spike...” Silverstream looked at her knees and frowned. “Every time I try getting intimate with a guy I like. I always do or say something stupid that upsets them.”

“Oh I get it now. I'm not upset Silverstream. Too be honest, I can kinda understand where you're coming from.”

“You can?” Silverstream cocked her head.

“Yeah, I've done all kinds of embarrassing things around Rarity in the past.”

“Really.” Silverstream grinned and clasped her hands together. “What's your worst?”

“Well I was carrying gems for Rarity a few years ago. She gave me two enormous diamonds to snack on and I said I'd love to munch on her huge sexy diamonds.” Spike groaned and brought a claw to his forehead.

Silverstream giggled. “My worst was asking a guy if he wanted to try some cbt. He ran off the moment I said that. I swear I didn't know what that meant at the time. I thought it meant cuddling bird time.”

“Now that is embarrassing. Wait!” Spike's eyes went wide. “You're interested in me?”

Silverstream nodded. “You bet. Nice guy, nice bod. Why wouldn't I want a piece of that.”

“Hold up.” Spike cocked an eyebrow. “You said that every time you tried to get intimate with a guy, you said something stupid right?” Silverstream nodded. “Have you ever had sex before?” Spike pointed at Silverstream

Silverstream sighed. “Unfortunately no. Thank Celestia I saw a naked guy once... my brother... in the shower... and he freaked out and threw the soap at me.”

Spike chuckled prompting Silverstream to chuckle a bit as well. An uncomfortable silence descended over them. The whole time during the silence Silverstream couldn't help but look over Spike's body. Eventually, she noticed Spike's gaze seemingly lost in her cleavage and a growing bulge in his underwear. “Umm Silverstream” He twiddled his thumbs. “I know it seems a bit forward and likely violates like a dozen school rules but could we...”

Silverstream merely grinned and placed a firm kiss on his cheek. “Does that answer your question lover boy?”

“Oh yes, it does. So umm, what do we do first?”

Silverstream giggled. “I have no idea but let's just do something wild” She looked down at her swim trunks. “Oh dear it's soooo hot outside today.” Spike watched with a blush on his face as Silverstream started to slide her swim trunks down off her body. She made an effort to pull them back up on occasion before pulling them down a bit more. As she was doing this, she started twisting her upper body back and forth resulting in her gargantuan boobs bouncing around like crazy. After pulling off her swim trunks she twirled them around on her talon for a few moments before flinging them to the side. “There now I'm dressed appropriately. Your turn.”

Spike smirked and stood up. “With pleasure.” Spike soon got to work pulling down his own underwear. He did everything he could to mimic Silverstream's motions. Silverstream blushed as she got a good look at Spike's barbed, red dragon cock. Once Spike was done striping Silverstream grabbed Spike and started kissing him. Spike reciprocated the kiss, using his long tongue to explore every inch of Silverstream's beak. Eventually, Spike broke from the kiss, leaving a trail of saliva to connect their mouths. “Umm I hate to ruin the mood but shouldn't we find somewhere more private. We're naked out in front of the school.”

Silverstream simply put a talon on Spike's muzzle. “Let them watch, everypony's too busy having lunch and even if somepony shows up." Silverstream smirked. "I want them to see to prove all those dicks who blew me off that I can get a guy to buck me.”

Spike looked down at Silverstream's breasts. “You already had spectacular boobs but ever since you grew some Lilith's blessing...”

Silverstream jiggled her breasts back and fourth. “Once in a lifetime opportunity Spike. Get em while they're plump.”

Spike needed little further cajoling and set to work fondling Silverstream's massive boobs. She closed her eyes and reveled in the sensation of someone caressing fantastic breasts. As he did so Silverstream felt her pussy starting to wink and dribble lubricating fluids on the ground. Eventually, Silverstream reached her hands out and started caressing Spike's muscular chest. The depth and girth of Spike's muscles and how they moved as he fondled her bust only turned her on more. She gasped as Spike's firm claws made their way to her engorged nipples.

Spike continued flicking and squeezing at her nipples while she moved her hands around his abs. When her claws returned to his chest however, she quickly noted a pair of lumps on his chest that weren't there a few moments ago. She managed to snap herself out of the haze of her pleasure long enough to see Spike's perfectly toned pecs had given way to what appeared to be B cup breasts. Spike didn't seem to notice what was going on as he was too absorbed in caressing her breasts.

“Umm Spike.”

Spike stopped his fondling. “What's wrong?” Upon saying that his voice shot up a few octaves and his new breasts shot up a whole cup size.

“You're developing breasts.”

Spike laughed. “Don't be silly Silverstream that can't happen...” Spike's eyes went wide as he stopped and looked down at his chest. Spike and Silverstream watched in stunned silence as Spike's new breasts continued their unabated growth. Silverstream also noticed that while his boobs were growing his penis was shrinking. With a pop Spike's penis completed it's journey back into his body leaving him with a dragoness's cloaca. Silverstream watched Spike's side frills grow and flop down while his eyelashes grew longer. Spike's breasts and ever feminizing ass seemed to grow with no check on them. After several minutes of unnatural body transformation, Spike was left with a dragoness body similar to Silverstream's physique.

“I think it's over.” Spike sighed. “Wow... I sound like I just inhaled a lot of helium.” He hefted his new giant breasts. “So this is what they feel like on the inside hmm.” Spike blushed and started feeling his boobs up and down.

Silverstream slapped his claws away from his massive breasts with a smirk on her face. “Please Spike allow me.” Silverstream reached out and started gently rubbing his new breasts.

“Oh Celestia Silverstream. I feel so warm.”

“Oh you just feel warm... well then let's warm you up some more.” While Silverstream used one hand to continued poking and prodding at Spike's boobs she used the other one to caress his soft butt and thighs.

“Wow Silverstream. I've never felt anything like this before. What's your secret.”

“Lots of lonely nights. Are you ready for the real fun to start?”

Spike emphatically nodded prompting Silverstream to reach down to Spike's new cloaca. Once there she inserted two fingers into his wet entrance and probed around his new dragon hole. “Now I just gotta find...” a few moments later Spike stifled a moan. “There it is.” Spike breathed in and out super fast at Silverstream's caressing of his breasts and pussy.

“Oh Celestia Silverstream. I feel something coming I don't know but.” Spike let out a gentle moan as Silverstream felt his cloacal walls clamp around her fingers and release a torrent of female cum.

“There you go Spike your first female orgasm.”

“Is that what that feels like... wow, no wonder Twilight uses that vibrator every morning.” Spike smirked and seized Silverstream's head and started kissing her. As they kissed, they rubbed their boobs up against each other.

“Spike?” Silverstream and Spike stopped their sloppy make out session at the sight of Rarity standing right in front of the school entrance with a blush on her face.

Spike waved to Rarity. “Oh, hi Rarity.”

“What's going on here Spike?”

“Oh nothing. Silverstream and I decided to have some fun.” Spike turned back to Silverstream and stroked the side of her head.

“I can see that. Might I inquire as to why Spike looks like a woman?”

“Oh that's easy.” Silverstream grinned. “It's because he one.”

“Ooookaaay maybe we should go inside and get Twilight to examine you.” Rarity frowned.

“Aww come on professor Rarity. We're were having so much fun.” Silverstream frowned.

“You're free to join us Rarity, there's always room for one more.” Spike smirked.

Rarity gasped. “That's absurd first off what's going on is anything but normal. Besides even if you weren't seemingly transformed into a woman and nude; I'm a lady and I'd never lower myself to such... carnality.”

“Lighten up Rarity.” Spike waved at Rarity. “Can't you just get out of your shell just this once?"

“But I shan't, I... I...” Rarity sniffed the air and blushed. “Oh buck it!” She lit her horn up and teleported out of her clothes. With a flash Rarity appeared in front of Spike completely naked. With very little warning Rarity roped Spike into a passionate kiss making sure to feel every aspect of his back. Spike, in turn, reciprocated the kiss. As Rarity made out with Spike Silverstream noticed that Rarity's breasts were growing. She managed to peel her eyes away from the make out session long enough to see her own boobs jiggling and growing once more. Over the course of several minutes, Silverstream watched as her breasts grew ever larger and larger. Once she experienced a strain on her back from the sheer mass of her breasts, she looked back to Spike and Rarity.

“Umm guys I think something's happening.” Alas, the two of them were too engrossed in their carnal lust to even register what Silverstream said. Silverstream's legs wobbled as her breasts inched ever closer to the ground with expansion. With a sudden growth spurt Silverstream fell forward onto her breasts with a resounding oof. When the expansion ultimately drew to its conclusion, Silverstream was left with breasts roughly twice the size of her whole body. While Silverstream was flapping her wings to try and take flight, she inadvertently triggered her pearl fragment changing her to sea pony form. A few minutes after that Spike and Rarity finally finished kissing.

“Sweet Celestia darling. I never knew you could kiss like that.” Rarity blushed and looked down at her chest. “Oh my it seems like my bust got a little bit larger.”

“Yeah I could say the same thing about me.” Rarity and Spike turned to face Silverstream with wide eyes at the sight of her hyper sized breasts. “Oh... now that's a bust that'll need a custom order dress.”

“Well don't just stand there. Do something!” Silverstream flailed her tail fin about wildly.

Spike turned to Rarity and whispered something in her ear prompting her to smirk. Silverstream's eyes widened as Rarity teleported herself between Silverstream's giant breasts right in front of her face. “Professor what's going on?”

Rarity never answered Silverstream and leaned into a kiss while nestling herself deeper into Silverstream's breasts. As Rarity was kissing her Silverstream blushed as she felt a long sinuous tongue probing the depths of her sopping wet sea pony pussy. A long time passed with Rarity focusing on Silverstream's front while Spike did the backside. Silverstream moaned. "Wow, I forgot how good it felt to have sompony touch those in sea pony form."

Eventually various ponies from town passed by the school and within minutes they joined the lesbian love session taking place outside the school promoting their busts to expand. Any stallions unlucky or lucky enough to walk by were swiftly gender bent before joining in the lesbian orgy surrounding Silverstream's boobs.