Rarity awoke feeling slightly groggy. She and Spike were back at their cave, now waiting to see what the nature magic had in store for them. Both had spent the night in each other's warmth. As the sun rose up into the sky, slowly Rarity rose to her feet. She blinked, finding her vision acting funny. Everything seemed slightly sharper for some reason.

Walking over to the nearby pool of water, she splashed some water into her face, trying to wake up a bit more. Blinking again, she stared down at the rippling surface, her features somewhat obscured though upon closer examination, she could clearly see something was off.

Moving closer to the water, she noticed something that caught her off guard. "What the?"

She blinked. Her eyes had become somewhat cat like. Her irises were slightly shaper looking while that in itself was strange, examining her own body more revealed some new features.

Scales were starting to appear on her arms and legs. As Rarity ran a hand over her hair, she could only lurch back slightly in shock as her hands came in contact with very tiny horns. As her heart began to race, her mind wondered if perhaps this is what Zecora was talking about. Spike began to stir.

Rarity ran back over to him and threw her arms around his snout. "Um... Spike. I don't suppose you are feeling like going for a fly today, are you?"

Spike blinked and opened his eyes, his expression changing from that of grogginess to complete shock as his eyes locked with hers. A low hum of confusion could be heard.

"Yes dear, I think we need to go see Zecora. Sooner rather than later."

Spike seemed to nod, only for a new look to spread across his face. He seemed to space out for a moment. His wings seemed to twitch before a groan escaped his mouth.

Rarity cocked her head slightly. "Is there a problem dear?"

Spike didn't seem willing to answer, instead remaining silent in a daze-like state. His body twitching from time to time. Rarity went over and climbed onto his back, her hands attempting to run him over in a soothing matter. "Spike my love, is something off? We don't have to go anywhere right away. I am sure we..." Rarity's words died in her throat as a massive heat seemed to flash through her.

She wiped a bit to sweat from her brow as she suddenly felt a bit more horny than usual. She shifted in surprise, accidently dragging her slit across Spike's spine, suddenly feeling a spike in pleasure. "Oh... What... Was... That?"

Rarity gave another slow grind across his back, feeling her moist tunnel twitch in response. Pure pleasure entered her mind. As Rarity closed her eyes and began to slowly drag herself against Spike, she could feel a moan escape her mouth like she had never heard before. It was as if her body suddenly became more sensitive. Liquid began to trail down Spikes back as Rarity continued her grind, clutching her right breast with one hand while using the other to help her move back and forth.

It was as if her body had changed not just outwardly but inwards as well. Each stroke was like fire and electricity coursing through her body. It was incredible. She cried out in ecstasy. "Ohhh..."

Spike seems to groan in response. Rarity arched her back a bit, really dragging herself across him, feeling the sparks rocketing through her system. "So... Close." She gritted her teeth and gave a long slow trail across Spike's neck. Feeling her body light the fire from within like never before.

As she felt her peak hit her like a truck, she gave a short cry and collapsed onto the scaly back of her mate. Taking a slow breath, she stared up at the opening, the sky above greeting her eyes as she stared up in complete bliss. But a nagging feeling soon kicked itself within her mind. Now feeling a bit more clear headed, Rarity could tell something for sure was up. Not just with how she looked on the outside, but also how she felt on the inside. Clearly something was going on with Spike as well.

Spike was currently groaning. Rarity glanced down and ran a hand over her lover. "Just a minute dear, I have back-up in mind."

As she slowly climbed off her mate, she could feel her body shudder. Thankfully, even if she could not go anywhere, she had made something for a just in case moment like this. She had a spell circle set up for a one way single letter to her friend Fluttershy. Her only hope would be her friend to get a word out for Zecora to come to her. She knew it might take awhile and it may even be a long shot. But she could tell it was only going to get worse from here. Best to get something out while she still could.

Quickly she made her way over to her desk, stumbling a bit as she did so. A parchment and quill were quickly set out with her magic as she began to write her SOS. She included a map for Zecora for Fluttershy to pass on. Just as she was bundling the two parchments, the map and her message, did her horniness hit again. Her hand grasped her slick tunnel between her legs, she took a deep breath and tried to stay focused.

She lit up the special circle, placed the items in them and quickly sent them off. As the rune covered circle glowed and consumed the items, Rarity fell to her knees, her body screaming at her as lust seemed to consume her mind. As she began to slowly crawl towards Spike, she could see he was getting up, his rod at full mast.

She felt more fluids run down her leg as she got close and turned around. Spike moved and with little hesitation, positioned his rod between her legs, grinding the object against her stomach while her legs and slit carresed the wonderful tool. More sparks shot off in her mind. With a heavy sigh, Spike swung back and entered all at once. A small part of Rarity felt a bit of fear enter her only to be replaced by pure bliss. Somehow he was all the way in and it felt like never before. Like her body craved one thing and one thing only. Rarity gave a hearty moan, clenching her hands as she bit her lower lip. "H-harder!"

Spike obliged and drew back only to slam back in. He gave off a low sigh, seemingly content as his wonderful tool had clearly ached was now being wonderfully taken by his lover. He pulled out and slammed back in with a hearty moan of his own. His warm body caressed Rarity's body as the two lovers went at it in pure passion. Spike began to really pick up the pace, slamming back and forth while Rarity screamed in pleasure. Sweat poured from her body while fluids splashed onto the floor.

With a loud cry, Spike felt his seed shoot forth, filling Rarity like never before. Rarity felt her body fill a considerable amount but just as it came, her body seemed to only crave more. As she exited his spear which continued to spurt onto her back, Rarity gave a low moan. Her body felt so alien suddenly. She turned onto her back, Spike's rod still hard and at full length.

Her horniness continued to coarse through her as the fluids inside someone seemed to disappear or at the very least, her body seemed to absorb it in a way. She craved more... She needed more. And Spike seemed more than ready to deliver more.

A little voice in the back Rarity's mind told her she should be careful, there is clearly something off here. But it was quickly snuffed out as Rarity got ready to take him in all over again.

*** Two Days Later ***

Rarity sat in the pool of water, her eyes closed as she attempted to calm herself. She and Spike had been going at it like never before. The only reason they weren't banging right now was due to exhaustion finally catching up with Spike. It should have been a relief but she was just as ready to go as ever. It seemed like whatever the magic did to her, not only changed her appearance (and is still changing by the way,) but it also changed her stamina and strength. Able to lay with Spike for hours on end without really tiring all too much. Food and water could be consumed in minutes before she was soon right back at it again.

As she sighed, a surprised gasp filled the otherwise silent cave. Over the sounds of running water came a cry followed quickly by a loud splash. Rarity smiled; Zecora had arrive.

Sputtering and looking bewildered, Zecora rose from the pool, hand clutching her thick bag made of what looked like some sort of leather, her cloak dripping water as she pulled herself onto dry land. Taking a moment to catch her breath, she seemed to finally notice Rarity. Like a cat that had just been snuck up upon, she seemed to jump nearly out of her skin.

Unable to process what she was seeing, her hands shaking as she was struggling to make sense of what she was seeing, Rarity gave a polite nod. "Welcome to our home Zecora. So sorry, forgot that our only entrance still led to the pool. I'll have to work on easier access when things calm down a bit."

Zecora practically dropped her bag, her cloak as well. She stood there, her loincloth still dripping while her breasts remained wrapped behind a cloth tied behind her back. She seemed to hesitate.

"Yes, by the way you are looking at me, I am going to assume this isn't what you had in mind. But you are the only chance we have of figuring out where to do from here. Please, can you help us?" Rarity stared at the medicine woman while doing her best to keep her eyes locked. There was something different about her. Like something she had never noticed before.

Zecora finally seemed to manage to get a hold of herself. Raising her hands to sign. "To say this is unexpected would be an understatement. But I will do what I can. Do you mind if I... Run a few tests?"

Rarity got out of the water and stood arms at her side, dripping water onto the floor. It was very apparent that the changes has become more noticeable. Her horns now slightly longer, her eyes still somewhat cat like though her irises seemed to be glowing slightly. Smooth looking scales covered her arms and legs. Her mid section however still looked human though seemed stronger looking in a way. She also seemed taller.

Zecora took a deep breath and began to run her fingers over Rarity's scales, finding that the scales were just as smooth as they looked. Moving her hands over her breasts and mid section revealed stronger feeling skin though at the same time super smooth and almost silky in a way.

As Zecora continued to examine Rarity, the Magi couldn't help but trail her eyes over Zecora's luscious curves and bountiful breasts. She wasn't normally one for the fairer sex but it was almost like a switch has been clicked and now she couldn't seem to look away.

"I must mention Zecora, Spike and I have been, for lack of a better term, super horny. He and I have certainly had our rambunctious moments in the past, but we have been going at it like rabbits in the spring for the past two days now. Not only that, even now I feel a certain... Lust coming over me towards... Well... A certain door that only swung in one direction now seems curious to swing in another."

Zecora locked eyes with Rarity, raising an eyebrow before going back to her work. She turned around and quickly fished out a white shiny looking rock. Running it over her body, Zecora seemed to be checking for something. After a moment of silence she put the rock away and turned back, her hands dancing once again over Rarity's body. She seemed to be checking for something.

She made a motion for Rarity to open her mouth and as she did so, Zecora seemed to raise an eyebrow again. Rarity flicked a tongue over her teeth finding a set of small fangs had apparently started growing in as well. She closed her mouth, her eyes dancing over the shaman. Zecora took a step back and her hands started to form words.

"Well I can say for certain that this is in fact nature magic at fault. You aren't pregnant yet though it seems the magic is trying to prepare your body for such a possibility. Molding your essence to better match your mate. It seems that lust is also taking part in this transformation for both ends. The magic currently coursing through you is looking for an outlet and seems to see me as a possible choice. You know, with the lack of a certain tool to help keep the beast at bay... So to speak..." Zecora seemed to blush a little bit.

Rarity turned around and returned to the pool. Sitting down and letting out a small sigh. "I was afraid of that. I have been hanging out in this pool in hopes of cooling off but it doesn't seem to be helping much. On top of it all, I feel like my body has developed a bit of an ache." She turned back to Zecora who was clearly still trying to process all of this.

Zecora pointed her index finger to her arms and legs, holding for a second or two on each before answering. "Your body is changing rapidly, its a wonder you aren't it any sort of real pain at all. I can start by easing those aches. While I work though, please tell me, how exactly has Spike faired in all this?"

Rarity motioned for Zecora to join her. After a moment of hesitation, she shrugged and removed the rest of her garb. Her top and loin cloth being set on her cloak. She stepped in, surprised at how warm the water was. Rarity seemed to lick her lips as her eyes danced over the luscious body on display for her. After finding a good place to sit, she moved in closer, still examining Rarity's new form.

Rarity turned and allowed Zecora easy access to her back and shoulders. Quickly picking up that is where Rarity wanted her to start, Zecora stretched out her fingers. As the medicine woman began to work her fingers over Rarity's shoulders, Rarity let out a small sigh. "He seems like himself for the most part. Aside from a hunger for a good hard rutting inside me, he seems to be at odds with himself. Always wanting to do anything else but it is as if his body is set to only one thing. Mating. The only reason we aren't going at it is because he managed to finally exhaust himself. I imagine we will be going at it again when he wakes up."

Zecora rubbed her fingers in hard as she worked to get of kink out of Rarity's shoulder. She paused only to answer Rarity, shifting so that she could see as Zecora's hands moved to respond.

"Dragons are known for having more than one mate. It is possible his instincts are struggling to work with you as his only source. He may need... Help in order to let out his full potential."

She went back to Rarity's back, running her fingers over her smooth skin. Rarity seemed to ponder for a moment before answering. "So we seem to be in some sort of heat and we need someone to help release some of that pent up feeling?"

Rarity quickly turned around, her breasts now squishing against Zecora's. "Am I to understand that in order to help with this process, you will be taking that favor soon?" Her eyes were lighting up, the lust unmistakable.

Zecora smiled. "Consider it a win-win situation."

Both nearly jumped as Spike seemed to stir. He opened his eyes and seemed surprised to see Zecora at first in the water before turning onto his back, his tool at full mast. His gaze remained locked on Zecora as the medicine woman slowly got out of the water and slowly made her way over.

Kneeling on his tail, she examined the large rod. Rarity came and sat down opposite to her. She slowly moved forward, reaching out and bringing Zecora in close as their breasts wrapped around Spike's wonderful spear. Zecora leaned back a bit and gave an experimental grind against him. Lightning seemed to shoot off in her mind as Rarity mimicked her movement, grasping her hands as the two began to slowly grind against Spike. Zecora gave a low moan, while Rarity grinned.

She soon pulled Zecora forward, their breasts smashing against each other and around Spike's wonderful tool. Now grinding against him and each other, Rarity released her first hard moan. Her tongue slowly worked its way out of her mouth as she gave the tip of his spear a slow roll. As pre began to slowly work its way down its shaft and onto their bodies, Zecora gave her own experimental roll across his tip, surprised at the sweet yet spicy taste.

As the two continued to grind their bodies against him, Spike gave a low growl before his dragonhood erupted, shooting out his seed onto the two women, coating them in his juices. Zecora blinked in surprise as wave after wave shot out, most of it landing on Rarity though.

As the Mage casually ran her hands over her body, seemingly fine with the soaking of Dragon fluids, she gave a short laugh. "That was fun. Ready to take him for a ride?"

Zecora slowly nodded, now entranced. She slowly rose, surprised to see that Spike was still hard. Lining herself up, she slowly began to take him in. She let out a gasp, her fluids and his helping to make the descent easier but it was still a lot to take in. Gritting her teeth, doing her best to take in as much as she could, she continued to slid down. She let out a gasp, it was just so much.

Once she reached her limit, she pulled up and back down. Stars filled her vision. She gasped and moaned as Rarity began to slowly play with her breasts, feeling her rock hard nipples as she slowly caressed the woman. "He is a lot to take in isn't he? Up till now, this was about as far as I could take him too. But this magic has allowed me to take him in fully. Just a word of warning though, when he is about to cum, I would not recommend trying to take it all."

Zecora nodded and began to move up and down, getting quicker at it, her brain struggling to process everything. So much pleasure, it was unlike anything she had ever felt before. It was almost too much. As an orgasm crashed through her body, she screamed out for the first time in a long time. Not a single word, just pure pleasure in her voice.

In her lust fueled mind, she could hear Spike give a low growl. That was when her insides were barraged with his sweet cum. Barely remembering what Rarity had said, she took two pumps before removing herself, falling on top of Rarity as she felt more rain onto her back.

As she laid there, Rarity caressing her back, basking in each other's warmth, Spike seemed to let out a low growl of satisfaction. Zecora let out a low sigh, content to just lay there for a bit.

Wrapping his wing around the two, he turned and rested his eyes again. Now with two of them, he felt more better than he had before. The cave grew quiet again. The three souls basking in each others warmth

Author's Note

Special thanks to Bronyshot2020 for helping me with editing this. Hope you all enjoyed. Let me know what you all thought in the comments below.